10-Q 1 csi10q-9302011.htm CORONUS SOLAR INC. FORM 10-Q (9/30/2011). csi10q-9302011.htm





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

FORM 10-Q

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2011
 
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:  27,096,086  as of November 11, 2011.
 



 

 
 

 


TABLE OF CONTENTS

 
Page
   
PART I.
 
   
Item 1.
Financial Statements.
3
     
 
Financial Statements:
 
   
Consolidated Balance Sheets
3
   
Consolidated Statements of Operations and Comprehensive Loss
4
   
Consolidated Statements of Stockholders’ Equity (Deficiency)
5
   
Consolidated Statements of Cash Flows
6
   
Notes to Consolidated Financial Statements
7
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
20
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk.
29
     
Item 4.
Controls and Procedures.
29
     
PART II.
 
     
Item 1A.
Risk Factors.
30
     
Item 6.
Exhibits.
30
     
Signatures
34
   
Exhibit Index
35









-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)

   
September 30,
 
March 31,
   
2011
 
2011
   
(Unaudited)
 
(Audited)
ASSETS
       
CURRENT
       
 
Cash and cash equivalents
$
2,731
$
6,233
 
Other receivables
 
7,024
 
3,079
 
Prepaid expenses and deposit
 
17,174
 
946
 
       
TOTAL CURRENT ASSETS
 
26,929
 
10,258
 
       
DEFERRED FINANCING FEE
 
10,000
 
-
 
       
CONSTRUCTION IN PROGRESS (Note 15)
 
6,586,400
 
6,586,415
 
       
PROPERTY, PLANT AND EQUIPMENT (Note 7)
 
318,451
 
78,192
 
       
INTANGIBLE ASSET (Note 8)
 
7,764
 
11,347
 
       
TOTAL ASSETS
$
6,949,544
$
6,686,212
 
       
 
       
LIABILITIES
       
CURRENT
       
 
Accounts payable and accrued liabilities  (Note 13)
$
62,990
$
47,565
 
Loan from a shareholder (Note 9)
 
216,344
 
268,950
 
       
TOTAL CURRENT LIABILITIES
 
279,334
 
316,515
 
       
NOTES PAYABLE (Note 10)
 
239,181
 
37,100
 
       
TOTAL LIABILITIES
 
518,515
 
353,615
 
       
STOCKHOLDERS' EQUITY
       
SHARE CAPITAL  (Note 11)
       
 
Authorized:
       
 
Unlimited voting common shares without par value
       
 
Issued and outstanding:
       
 
27,079,086 common shares (March 31, 2011: 26,729,086)
 
7,472,714
 
7,347,844
 
         
ADDITIONAL PAID IN CAPITAL
 
497,210
 
364,542
 
       
ACCUMULATED OTHER COMPREHENSIVE LOSS
 
(20,615)
 
(34,938)
 
       
DEFICIT, accumulated during the development stage
 
(1,518,280)
 
(1,344,851)
 
       
TOTAL STOCKHOLDERS' EQUITY
 
6,431,029
 
6,332,597
 
       
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
$
6,949,544
$
6,686,212
 
       
CONTINGENT LIABILITIES (Note 12)
       
GOING CONCERN (Note 2)
       

(See accompanying notes to the financial statements)

-3-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Expressed in U.S. Dollars)
(Unaudited)


           
Cumulative from
           
inception
   
Three months ended
 
Six months ended
 
(December 3, 2001)
   
September 30,
 
September 30,
 
to September 30,
   
2011
 
2010
 
2011
 
2010
 
2011
 
                   
REVENUE
$
-
$
-
$
-
$
-
$
1,751
 
                   
EXPENSES
                   
 
Amortization
 
1,805
 
1,808
 
3,611
 
3,618
 
49,537
 
Consulting fee
 
-
 
-
 
-
 
-
 
20,928
 
Interest on shareholder loan
 
2,169
 
2,197
 
4,551
 
3,805
 
23,343
 
Interest and bank charges
 
4,312
 
385
 
5,670
 
762
 
18,170
 
Office and miscellaneous
 
17,506
 
4,440
 
31,439
 
9,111
 
81,898
 
Professional fees
 
18,136
 
20,177
 
40,865
 
34,073
 
305,852
 
Repairs and maintenance
 
-
 
-
 
-
 
-
 
869
 
Salaries and wages
 
24,548
 
8,661
 
39,016
 
17,419
 
421,629
 
Stock based compensation
 
-
 
-
 
-
 
-
 
492,309
 
Telephone and utilities
 
230
 
239
 
421
 
317
 
11,987
 
Advertising and promotion
 
-
 
-
 
143
 
-
 
9,065
 
Travel
 
-
 
1,199
 
22
 
1,199
 
1,241
 
Feasibility study
 
25,000
 
6,529
 
41,733
 
6,529
 
53,933
 
Foreign exchange loss
 
(830)
 
-
 
2,748
 
-
 
5,247
 
Write-down of land deposits
 
-
 
-
 
3,210
 
-
 
11,610
 
Write down in website development costs
 
-
 
-
 
-
 
-
 
17,390
 
Write-off trademark cost
 
-
 
-
 
-
 
-
 
279
 
                   
 
 
92,876
 
45,635
 
173,429
 
76,833
 
1,525,287
 
                   
OTHER ITEMS
                   
 
Interest income
 
-
 
-
 
-
 
-
 
31
 
Debt forgiven
 
-
 
-
 
-
 
-
 
5,225
 
                     
 
 
-
 
-
 
-
 
-
 
5,256
 
                   
NET LOSS FOR THE PERIOD
 
(92,876)
 
(45,635)
 
(173,429)
 
(76,833)
 
(1,518,280)
 
                   
CURRENCY TRANSLATION ADJUSTMENT
 
17,480
 
(6,390)
 
14,323
 
2,509
 
(20,615)
 
                   
COMPREHENSIVE LOSS FOR THE PERIOD
$
(75,396)
$
(52,025)
$
(159,106)
$
(74,324)
$
(1,538,895)
 
                   
Basic and diluted loss per share
$
(0.00)
$
(0.00)
$
(0.01)
$
(0.00)
   
 
                   
Weighted average number of common shares
outstanding - basic and diluted
 
27,079,086
 
15,542,586
 
27,004,496
 
15,542,586
   


(See accompanying notes to the financial statements)

-4-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
December 3, 2001 (inception) to September 30, 2011
(Expressed in U.S. Dollars)


         
ACCUMULATED
 
DEFICIT
   
         
OTHER
 
ACCUMULATED
   
     
ADDITIONAL
 
COMPREHENSIVE
 
DURING
 
TOTAL
 
COMMON
 
PAID-IN
 
INCOME
 
DEVELOPMENT
 
STOCKHOLDERS'
 
SHARES
 
AMOUNT
 
CAPITAL
 
(LOSS)
 
STAGE
 
EQUITY
 
                     
Balance, March 31, 2010
15,542,586
$
692,751
$
329,122
$
 (23,237)
$
 (1,174,823)
$
(176,187)
 
                     
Stock issued for cash at $0.402 per share
on January 21, 2011 (net of share issuance cost)
212,500
 
70,693
 
-
 
-
 
-
 
70,693
 
                     
Stock issued for construction of solar power plants
on March 31, 2011
10,974,000
 
6,584,400
 
-
 
-
 
-
 
6,584,400
 
                     
Forgiveness of debt by a director and shareholder
-
 
-
 
35,420
 
-
 
-
 
35,420
 
                     
Comprehensive income (loss):
                     
 
Currency translation adjustment
-
 
-
 
-
 
(11,701)
 
-
 
(11,701)
 
(Loss) for the year
-
 
-
 
-
 
-
 
(170,028)
 
(170,028)
 
                       
Balance, March 31, 2011
26,729,086
 
7,347,844
 
364,542
 
(34,938)
 
(1,344,851)
 
6,332,597
 
                     
Stock issued for cash at $0.624 per share
on May 10, 2011
350,000
 
124,870
 
93,652
 
-
 
-
 
218,522
 
                     
Forgiveness of debt by a director and shareholder
-
 
-
 
39,016
 
-
 
-
 
39,016
 
                     
Comprehensive income (loss):
                     
 
Currency translation adjustment
-
 
-
 
-
 
14,323
 
-
 
14,323
 
(Loss) for the period
-
 
-
 
-
 
-
 
(173,429)
 
(173,429)
 
                       
Balance, September 30, 2011 (Unaudited)
27,079,086
$
7,472,714
$
497,210
$
(20,615)
$
 (1,518,280)
$
6,431,029


(See accompanying notes to the financial statements)

-5-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Expressed in U.S. Dollars)
(Unaudited)

       
Cumulative from
       
inception
   
Six months ended
 
(December 3, 2001
   
September 30,
 
to September 30,
   
2011
 
2010
 
2011
 
           
OPERATING ACTIVITIES
           
 
Net loss for the period
$
(173,429)
$
(76,833)
$
(1,518,280)
 
Adjustments to reconcile net loss to net cash used in operating activities
           
   
Amortization
 
3,611
 
3,618
 
49,537
   
Foreign exchange gain/loss
 
2,748
 
-
 
(18,183)
   
Forgiveness of debt
 
39,016
 
17,419
 
249,920
   
Imputed interests
 
-
 
-
 
18,792
   
Share issued for services / debts
 
-
 
-
 
26,301
   
Stock based compensation
 
-
 
-
 
492,309
   
Write down of website development costs
 
-
 
-
 
17,390
   
Write-off trademark cost
 
-
 
-
 
279
 
Changes in non-cash working capital:
           
   
Other receivables
 
(4,420)
 
(6,506)
 
(6,175)
   
Prepaid expenses
 
(16,252)
 
(1,317)
 
(2,900)
   
Accounts payables and accrued liabilities
 
19,636
 
(22,484)
 
55,013
 
           
NET CASH USED IN OPERATING ACTIVITIES
 
(129,090)
 
(86,103)
 
(635,997)
 
           
INVESTING ACTIVITIES
           
 
Property, plant and equipment
 
-
 
-
 
(1,871)
 
Land acquisition
 
(38,220)
 
-
 
(116,161)
 
Land Deposit
 
15
 
(2,000)
 
(46,393)
 
Intangible asset
 
-
 
-
 
(369)
 
           
NET CASH USED IN INVESTING ACTIVITIES
 
(38,205)
 
(2,000)
 
(164,794)
 
           
FINANCING ACTIVITIES
           
 
Issuance of common shares
 
218,522
 
-
 
588,646
 
Loan from a shareholder
 
(37,585)
 
92,645
 
195,338
 
Payment of deferred financing fee
 
(10,667)
 
-
 
(10,667)
 
Note payable
 
-
 
-
 
37,100
 
           
NET CASH FROM FINANCING ACTIVITIES
 
170,270
 
92,645
 
810,412
 
           
EFFECT OF EXCHANGE RATE ON CASH
 
(6,477)
 
(4,469)
 
(6,895)
 
           
NET INCREASE (DECREASE) IN CASH
 
(3,502)
 
73
 
2,731
             
CASH AND CASH EQUIVALENTS
           
CASH AND CASH EQUIVALENTS - Beginning of Period
 
6,233
 
1,294
 
-
 
           
CASH AND CASH EQUIVALENTS - End of Period
$
2,731
$
1,367
$
2,731
 
           
SUPPLEMENTAL CASH FLOWS INFORMATION
           
 
Interest expense paid in cash
$
7,765
$
17
$
9,452
 
Taxes paid in cash
$
-
$
-
$
-
 
             
NON-CASH FINANCING ACTIVITIES
           
 
Issuance of common shares for acquisition of Coronus Energy Corp.
$
-
$
-
$
21,638
 
Establishment of intangible asset through acquisition of Coronus Energy Corp.
$
-
$
-
$
21,500
 
Issuance of common shares for construction of solar power plant
$
-
$
-
$
6,584,400

(See accompanying notes to the financial statements)

-6-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(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.


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 the United States, which contemplate continuation of the Company as a going concern.  However, the Company has limited operations and has sustained operating losses in recent years resulting in an accumulated deficit. In view of these matters, realization of a major portion of the assets in the accompanying balance sheet is dependent upon the continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements, and the success of its future operations.

The Company's ability to continue as a going concern is in substantial doubt and is dependent upon obtaining additional financing and/or achieving a sustainable profitable level of operations. Management plans to obtain additional financing through the issuance of shares, in order to allow the Company to complete its development phase and commence earning revenue. These financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern and therefore be required to realize its assets and discharge its liabilities other than in the normal course of business.

The Company will seek additional equity as necessary and it expects to raise funds through private or public equity investment in order to support existing operations and expand the range of its business. There is no assurance that such additional funds will be available for the Company on acceptable terms, if at all.

Information on the Company’s working capital and deficit is:

   
September 30,
 
March 31,
   
2011
 
2011
 
       
Working capital (deficiency)
$
 (252,405)
$
 (306,257)
Deficit
 
1,518,280
 
1,344,851



-7-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)


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, 2011 filed with the United States Securities and Exchange Commission. The result of operations for the interim periods presented is not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited consolidated interim balance sheets, statements of operations and comprehensive loss, stockholders’ equity and cash flows reflected all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of the Company, at September 30, 2011, and the results of operations and cash flows for the six months ended September 30, 2011, and for the period from December 3, 2001 (Date of Commencement) to September 30, 2011.


Note 4 – Accounting Pronouncements Adopted During the Period

(i) Compensation - stock compensation

On April 1, 2011, the Company adopted ASU No. 2010-13 “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades”. ASU 2010-13 clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. Such an adoption does not have a material impact on the Company’s financial statements.

(ii) Business Combination

On April 1, 2011, the Company adopted the FASB 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 directly 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. The adoption of this ASU will effect business acquisitions incurred after March 31, 2011. Such an adoption does not have a material impact on the Company’s financial statements.


-8-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)

Note 5 – New Accounting Pronouncements

(i) Fair Value Measurement

In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” to provide additional guidance on fair value disclosures. This guidance contains certain updates to the measurement guidance as well as enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for “Level 3” measurements including enhanced disclosure for: (1) the valuation processes used by the reporting entity; and (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. This guidance is effective for interim and annual periods beginning on or after December 15, 2011, with early adoption prohibited. This guidance will only impact the Company’s “Level 3” disclosures.

(ii) Presentation of Comprehensive Income

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, to provide guidance on the presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The guidance allows two presentation alternatives: (1) present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income; or (2) in two separate, but consecutive, statements of net income and other comprehensive income. This guidance is effective as of the beginning of a fiscal year that begins after December 15, 2011. Early adoption is permitted, but full retrospective application is required under both sets of accounting standards. This Company is currently evaluating which presentation alternative it will utilize.

(iii) Intangibles – Goodwill and Other

In September 2011, the FASB issued ASC 350 "Intangibles - Goodwill and other" intended to simplify goodwill impairment testing. Entities will be allowed to perform a qualitative assessment on goodwill impairment to determine whether it is more likely than not (defined as having a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This guidance is effective for goodwill impairment tests performed in interim and annual periods for fiscal years beginning after December 15, 2011, or the Company's first quarter of Fiscal 2013. The Company does not expect this guidance will have a material impact on its 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.

-9-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)


Note 7 – Property, Plant and Equipment

Property, plant and equipment at September 30, 2011 and March 31, 2011 were summarized as follows:

       
Accumulated
 
Net book
September 30, 2011
 
Cost
 
depreciation
 
value
 
           
Office equipment
$
1,321
$
1,155
$
166
Computer equipment
 
1,011
 
968
 
43
Land
 
318,242
 
-
 
318,242
 
$
320,574
$
2,123
$
318,451
 
           
       
Accumulated
 
Net book
March 31, 2011
 
Cost
 
depreciation
 
value
 
           
Office equipment
 
1,412
 
1,215
 
197
Computer equipment
 
1,080
 
1,026
 
54
Land
 
77,941
 
-
 
77,941
 
 
80,433
 
2,241
 
78,192

Acquisition of Vacant Land

(i) Twentynine Palms East

On August 28, 2010, the Company’s wholly-owned subsidiary, Coronus Energy Corp. (“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. The purchase price was $32,000. The transaction closed on January 24, 2011.

(ii) Newberry Springs

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. The purchase price was $45,000. Coronus paid $8,000 and the vendor agreed to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on March 17, 2011.

(iii) Twentynine Palms North

On January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Twentynine 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. The purchase price was $40,000. Coronus paid $8,000 and the vendor agreed to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on May 16, 2011.

-10-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)

Note 7 – Property, Plant and Equipment - Continued

(iv) Joshua Tree East

On May 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”) to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. The purchase price was $200,000. Coronus paid $30,000 and the vendor agreed to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on June 30, 2011.

Note 8 – Intangible Assets

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

Intangible assets at September 30, 2011 and March 31, 2011 were summarized as follows:

   
Accumulated
 
Net book
September 30, 2011
Cost
amortization
Write-off
value
 
       
Business plan
21,500
13,736
-
7,764
 
       
   
Accumulated
 
Net book
 
Cost
amortization
Write-off
value
 
       
Business plan
21,500
10,153
-
11,347

Note 9 – 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 payable to the shareholder of $154,096 as at March 31, 2010 accrues interest at the annual rate of 4%. The loan is unsecured and due on demand.

During the year ended March 31, 2011, the shareholder lent the Company a further CAD$89,500 (USD $92,097) 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%.

On April 18, 2011, the director and shareholder lent the Company a further CAD$8,500. The loan accrues interest at an annual rate of 4%. The loan is unsecured and due on demand.

On May 10, 2011, the director and shareholder was repaid by the Company CAD$50,000 of the principal amount owing, in respect of the loan.

At September 30, 2011, the Company has accrued interest payable of $12,901 (March 31, 2011 - $9,212).

-11-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)

Note 10 – Notes Payable

Notes payable at September 30, 2011 is summarized as follows:

     
September 30,
 
March 31,
Vacant Land
   
2011
 
2011
 
         
Newberry Springs
 
$
37,100
$
37,100
Twentynine Palms North
   
32,081
 
-
Joshua Tree East
   
170,000
 
-
 
 
$
239,181
$
37,100

On March 17, 2011, Coronus completed the Newberry Springs Vacant Land Purchase Agreement to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California, from Mike Hoch. Mike Hoch agreed to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Accrued interest of $100 was included in the notes payable (March 31, 2011: $100).

On May 16, 2011, Coronus completed the Twentynine Palms North Vacant Land Purchase Agreement 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. Joshua Tree Holdings agreed to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Accrued interest of $81 was included in the notes payable (March 31, 2011: $nil).

On June 30, 2011, Coronus completed the Joshua Tree East Vacant Land Purchase Agreement to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, from Sal, Alfred and Frances Gonzalez. Sal, Alfred and Frances Gonzalez agreed to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only.

Note 11 – Stockholders’ Equity

(a) Common Stock

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

For the fiscal year ended March 31, 2003, the Company issued (i) 235,294 units for cash at $0.055 per unit for total proceeds of $12,916; (ii) issued 500,004 common shares for cash at $0.0725 per share for total proceeds of $36,326; (iii) issued 235,294 common shares upon the exercise of warrants for cash at $0.055 per share for total proceeds of $12,916; and (iv) issued 22,222 common shares for the settlement of debt at $0.0725 per share for the total debt of $1,615. In connection with the above unit issuance, each unit consisted of one common share and one share purchase warrant with an exercise price at $0.055 per share. The Company adopted the residual approach and allocated the total proceeds to the common shares and $nil to the share purchase warrants.

-12-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)


Note 11 – Stockholders’ Equity

(a) Common Stock

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.

On January 21, 2011, the Company completed 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, and CAD$6,807 in legal, accounting, transfer agent and filing fees.

On March 31, 2011, the Company and its wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a purchase agreement for utility-scale, ground-mount, solar photovoltaic (“PV”) power systems (the “Solar Power Systems Agreement”) with Belectric, Inc. (“Belectric”). Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a  deemed value of $1.05 per share. The fair value per share at the date of issuance was $0.60. As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress.


-13-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)


Note 11 – Stockholders’ Equity - Continued

(a) Common Stock - Continued

On May 10, 2011, the Company completed a non-brokered private placement, issuing 350,000 units (the “Units”), at a price of CAD $0.60 per Unit, for proceeds of CAD $210,000. Each Unit was comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD $0.75 for a period of five years. In connection with the completion of the private placement, the Company incurred minimal financing costs.

The fair value of the warrants was estimated using the Black-Scholes option pricing model. The assumptions used were: dividend yield – 0%; expected volatility – 105.17%; a risk-free interest rate of 1.91%; and an expected life of 5 years. The value assigned to the underlying warrants was CAD $90,000 (USD $93,652).

As at September 30, 2011, 20,086,500 shares of the Company’s common stock were restricted shares.

(b) Stock Options

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

During the fiscal year 2011 and six months ended September 30, 2011, there were no options granted.

Changes in stock options for the period ended September 30, 2011 and year ended March 31, 2011 are summarized as follows:

 
Options Outstanding
 
     
 
Number of
 
Weighted average
 
shares
 
exercise price
 
     
Balance, March 31, 2010
745,000
$
0.065
Issued
-
 
-
Cancelled
-
 
-
 
     
Balance, September 30, 2011 and March 31, 2011
745,000
$
0.065







-14-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)


Note 11 – Stockholders’ Equity - Continued

(b) Stock Options - Continued

The Company has the following options outstanding and exercisable at September 30, 2011:

   
Outstanding
 
Exercisable
 
     
Weighted
           
   
Number
 
Average
 
Weighted
 
Number
 
Weighted
Range of
 
Outstanding at
 
Remaining
 
Average
 
Exercisable at
 
Average
Exercise
 
September 30,
 
Contractual
 
Exercise
 
September 30,
 
Exercise
Prices
 
2011
 
Life (Years)
 
Price
 
2011
 
Price
 
                   
$               0.065
 
740,000
 
4.04
$
0.065
 
740,000
$
0.065
0.105
 
5,000
 
0.61
 
0.105
 
5,000
 
0.105
$0.065 - $0.105
 
745,000
 
4.02
$
0.065
 
745,000
$
0.065

The Company has the following options outstanding and exercisable at March 31, 2011:

   
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
 
2011
 
Life (Years)
 
Price
 
2011
 
Price
 
                   
$               0.065
 
740,000
 
4.65
$
0.065
 
740,000
$
0.065
0.105
 
5,000
 
1.11
 
0.105
 
5,000
 
0.105
$0.065 - $0.105
 
745,000
 
4.63
$
0.065
 
745,000
$
0.065

(c) Warrants

On May 10, 2011, the Company completed a non-brokered private placement, issuing 350,000 units (the “Units”), at a price of CAD $0.60 per Unit, for proceeds of CAD $210,000. Each Unit was comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD $0.75 for a period of five years.

The fair value of each warrant issued for the period ended September 30, 2011 has been estimated as of the date of the issuance using the Black-Scholes option pricing model with the following weighted average assumptions:

 
Six months ended
 
September 30, 2011
 
 
Expected volatility
105.17%
Risk-free interest rate
1.91%
Expected life
5 years
Dividend yield
0.00%


-15-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)


Note 11 – Stockholders’ Equity - Continued

(c) Warrants - Continued

The Company determined the fair value of the warrants was at $0.52 per warrant using the Black-Scholes option pricing model.

The relative estimated fair value of the warrants in relation to the private placement in May 2011 was (CAD $90,000) $93,652 per share and was allocated to the additional paid-in capital. As of September 30, 2011, 210,000 warrants remained outstanding.

The Company has the following warrants outstanding at September 30, 2011:

             
Exercise
 
Issued
Exercised
Cancelled
Balance
 
Exercise
 
price
 
during the
during the
during the
as at
 
price
 
(USD
Expiry
period
period
period
9/30/2011
 
(C$)
 
equivalent)
date
 
               
350,000
-
-
350,000
$
0.75
$
0.72
5/10/2016

The Company did not issue any warrants during the year ended March 31, 2011 and did not have any outstanding warrants as at March 31, 2011. The warrant is not a derivative instrument.


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-month and six-month periods ended September 30, 2011, the Company paid $nil (2010: $390) and $411 (2010: $779) in director fees to the directors of the Company, respectively.

During the three-month and six-month periods ended September 30, 2011, $24,642 (2010: $8,661) and $39,016 (2010: $17,419) of management fees were forgiven by a director of the Company and credited to the additional paid-in capital respectively.

As at September 30, 2011, included in accounts payable, $950 (March 31, 2011: $1,016) was owed to a director of the Company and $12,901 (March 31, 2011: $9,212) was accrued as interest payable for loan from a director of the Company.


-16-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)


Note 13 – Related Party Transactions - Continued

On July 4, 2011, the President of the subsidiary of the Company was reimbursed $191 for an out-of-pocket expense the President incurred on behalf of the Company on June 24, 2011.

During the six months ended September 30, 2011, the director and shareholder to whom the Company was indebted regarding the loan from a shareholder, lent the Company an additional CAD$8,500 (year ended March 31, 2011 – CAD$89,500 and USD$6,600) for working capital. Principle amount of CAD$50,000 was repaid during the current period. The loan was unsecured, due on demand and bearing interest of 4% per annum.


Note 14 – Commitments

(a) Purchase of Solar Photovolatic Power Systems

On March 31, 2011, the Company and Coronus entered into a purchase agreement for utility-scale, ground-mount, solar photovoltaic (“PV”) power systems (the “Solar Power Systems Agreement”) with Belectric, Inc. (“Belectric”). Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a deemed price of $1.05 per share. The fair value per share at the date of issuance was $0.60. As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress.

Under the Solar Power Systems Agreement, Coronus has until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus is to provide the sites for the systems, pay for the utility interconnection requests and studies, and obtain the power purchase agreements and land use permits. Additionally, Coronus is to provide Belectric with satisfactory proof of secured financing, on a per project basis, prior to the commencement of construction of each of the systems. Under the Solar Power Systems Agreement, Belectric is to provide all services necessary for delivery to Coronus of turnkey, operation ready, solar PV systems, and for connection of the systems to the utilities’ grids. Belectric agrees to design the systems to optimize revenue, with emphasis placed on the utilities’ time of delivery periods and factors. Additionally, Belectric shall be responsible for managing the operation of the solar PV systems, throughout the duration of the power purchase agreement underlying each system, and will receive, for the services to be provided, remuneration in the amount of $25 per kWp (DC rated output) per year.

(b) Advisory Service Agreement

On August 8, 2011, the Company entered into a financial advisory service agreement (the “Advisory Agreement”) with Source Capital Group Inc (“SCG”). Under the Advisory Agreement, SCG shall use its best efforts to provide up to $80,000,000 in financing (the “Financing”) for the Company and/or the Company’s affiliates. The financing may consist of debt (the “Debt Financing”) or equity (the “Equity Financing”) or both. Under the Advisory Agreement, SCG shall be compensated 6% cash and 6% 5 year warrants priced at 100% of any offering price on any Equity Financing raised by SCG. In addition, SCG shall be compensated 3% cash on any Debt Financing raised by SCG.

-17-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)

Note 14 – Commitments - Continued

(b) Advisory Service Agreement - Continued

On executing the Advisory Agreement, the Company paid SCG a $10,000 retainer, which had been capitalized as deferred financing fee.  Additionally, under the Advisory Agreement, SCG is to receive an additional non-refundable $10,000 payment from the Company upon completion of offering documents and an investor tracker of qualified investors. As of September 30, 2011, the offering documents and the investor tracker of qualified investors had been completed. Accordingly, $10,000 had been accrued as of September 30, 2010.

The term of the Advisory Agreement is 120 days from August 8, 2011 (the “Expiration Date”), and will be automatically renewed on a monthly basis until canceled in writing by either the Company or SCG. The Advisory Agreement may be terminated upon 60 days written notice without cause by either the Company or SCG at any time before the Expiration Date.

(c) Acquisition of Vacant Land

On September 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Adelanto West Agreement”) to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California, from Zacarias and Elisa Ramirez. The purchase price is $400,000. Coronus deposited $1,000 into escrow and agrees to deposit an additional $199,000 within sufficient time to close escrow. Zacarias and Elisa Ramirez agree to carry back the balance amount of USD $200,000 for two years at 7% per annum interest, with monthly payments of interest only. Close of escrow is scheduled for November 22, 2011. The Adelanto West Agreement is subject to Coronus’ Board of Director approval on or before November 15, 2011. There is no assurance that Coronus’ Board of Director approval will be obtained.

On September 30, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Agreement”) to acquire a 20 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California, from Mohamad Kotob. The purchase price is $120,000, all cash. Close of escrow is scheduled for December 7, 2011. Coronus deposited $1,000 into escrow and agrees to deposit an additional $119,000 within sufficient time to close escrow. The Apple Valley East Agreement is subject to Coronus’ Board of Director approval on or before November 30, 2011. There can be no assurance Coronus’ Board of Director approval will be obtained.

Note 15 – Subsequent Events

(a) Acquisition of Vacant Land

On October 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”) to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, from Peter and Ann Wellington. The purchase price is $170,000. Close of escrow is scheduled for December 15, 2011. Coronus deposited $1,000 into escrow and agrees to deposit an additional $33,000 within sufficient time to close escrow. Peter and Ann Wellington agree to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Additionally, on closing, Coronus agrees to pay the realtor commission of $5,000. The Yucca Valley East Agreement is subject to Coronus’ Board of Director approval on or before November 30, 2011. There can be no assurance Coronus’ Board of Director approval will be obtained.


-18-
 
 

 

CORONUS SOLAR INC.
(previously known as Insightfulmind Learning, Inc.)
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Six Months Ended September 30, 2011
(Unaudited)


Note 15 – Subsequent Events - Continued

(a) Acquisition of Vacant Land - Continued

On October 13, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Oak Hills South Agreement”) to acquire a 27.47 acre parcel of vacant land, situated south of Oak Hills, in the County of San Bernardino, California, from Karinne Wolf. The purchase price is $145,000. Close of escrow is scheduled for December 22, 2011. Coronus deposited $1,000 into escrow and agree to deposit an additional $29,000 within sufficient time to close escrow. Karinne Wolf agrees to carry back the balance amount of $115,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The Oak Hills South Agreement is subject to Coronus’ Board of Director approval on or before December 15, 2011. There can be no assurance Coronus’ Board of Director approval will be obtained.

On November 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Hesperia West Agreement”) to acquire a 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California, from Bica Family Revocable Liv Tr. The purchase price is $300,000. Close of escrow is scheduled for December 22, 2011. Coronus deposited $1,000 into escrow and agrees to deposit an additional $74,000 within sufficient time to close escrow. Bica Family Revocable Liv Tr agrees to carry back the balance amount of $225,000 for eighteen months at 6.5% per annum interest, with monthly payments of interest only. Under the Hesperia West Agreement, Coronus agrees to pay out the balance of $225,000 before commencing with any alterations, improvements, building or construction on the land. Additionally, on closing, Coronus agrees to pay the realtor commission of $5,000. The Hesperia West Agreement is subject to Coronus’ Board of Director approval on or before December 15, 2011. There can be no assurance Coronus’ Board of Director approval will be obtained.

(b) Loan From A Shareholder

On October 11, 2011, the director and shareholder to whom the Company is indebted regarding the loan from a shareholder, lent the Company an additional CAD$15,000 for working capital. This additional $15,000 loan is unsecured, due on demand and bears interest of 4% per annum.

(c) Completion of Private Placement

On October 24, 2011, the Company conducted a non-brokered private placement, issuing 17,000 units (the “Units”), at a price of CAD $0.60 per Unit, for proceeds of CAD $10,200, to one investor. Each Unit was comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the investor to purchase a further common share at an exercise price of CAD $0.75 for a period of five years. In connection with the completion of the private placement, the Company paid no finder’s fees.







-19-
 
 

 

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 and one-half to three 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, our wholly-owned subsidiary. Coronus is a development-stage company founded to deploy and operate utility-scale solar PV 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 for small generators, and 2) the development of the corresponding, utility-scale, 1.5 MW solar PV power systems. The “CREST” tariff is SCE’s allocation of the feed-in tariff.

On August 8, 2011, we entered into a financial advisory services agreement (the “Advisory Agreement”) with Source Capital Group, Inc. (“SCG”). Under the Advisory Agreement, SCG shall use its best efforts to provide up to $80,000,000 in financing (the “Financing”) for us and/or our affiliates. The financing may consist of debt (the “Debt Financing”) or equity (the “Equity Financing”) or both. Under the Advisory Agreement, SCG shall be compensated 6% cash and 6% cashless 5 year warrants priced at 100% of any offering price on any Equity Financing raised by SCG. In addition, SCG shall be compensated 3% cash on any Debt Financing raised by SCG. The term of the Advisory Agreement is 120 days from August 8, 2011 (the “Expiration Date”), and will be automatically renewed on a monthly basis until canceled in writing by either us or SCG.

On May 16, 2011, Coronus completed the Vacant Land Purchase Agreement (the “Twentynine Palms North Agreement”), which Coronus entered into on January 23, 2011, and which was first reported in our Form 8-K filed with the SEC on January 27, 2011. Under the Twentynine Palms North Agreement, Coronus acquired a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California. On February 22, 2011, Coronus submitted two generating facility interconnection applications to SCE in respect of two, utility-scale, 1.5 MW solar PV power systems to be sited on this parcel (“Coronus 29-Palms North 1” and “Coronus 29-Palms North 2”). SCE’s distribution and transmission engineers’ initial assessment was favorable. Accordingly, on June 16, 2011, Coronus entered into two Combined System Impact and Facility Study Agreements

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(the “SIS/FAS Study Agreement for Coronus 29-Palms North 1” and the “SIS/FAS Study Agreement for Coronus 29-Palms North 2”) with SCE. The SIS/FAS Study Agreements set forth the terms and conditions for SCE to perform a combined system impact and facility study to specify and estimate the cost of the equipment, engineering, procurement and construction work, including overheads, required for interconnection. The results of the SIS/FAS Study Agreements are anticipated to be completed by November 28, 2011.

Interconnection agreements with SCE are premised on the results of SIS/FAS studies, provided the specified and estimated cost of the equipment, engineering, procurement and construction work, including overheads, required for interconnection, is economical. There is no assurance the results of SIS/FAS studies will be economical.

On May 11, 2011, Coronus submitted a third generating facility interconnection application to SCE in respect of a third, utility-scale, 1.5 MW solar PV power system to be sited on the same parcel (“Coronus 29-Palms North 3”). SCE’s distribution and transmission engineers’ initial assessment was mixed. Accordingly, at this time, we are undecided as to whether we will enter into a SIS/FAS Study Agreement with SCE for Coronus 29-Palms North 3. We have until on or around December 15, 2011 to decide, as CREST studies queued after March 31, 2011, will begin only after the CAISO Cluster 4 (QC4) Phase I interconnection studies are completed. We anticipate the completion date for the QC4 Phase I studies to be on or around December 15, 2011. On October 17, 2011, Coronus submitted a fourth generating facility interconnection application to SCE in respect of a fourth, utility-scale, 1.5 MW solar PV power system to be sited on this same parcel (“Coronus 29-Palms North 4”). We designed this fourth system to interconnect to a second circuit, directly west of the parcel. We designed the first three systems to interconnect to a circuit directly east of the parcel. In respect of Coronus 29-Palms North 4, we are schedule to meet with SCE’s distribution and transmission engineers for a scoping meeting on November 15, 2011.

On June 30, 2011, Coronus completed the Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”), which Coronus entered into on May 9, 2011 and which was first reported in our Form 8-K filed with the SEC on May 16, 2011. Under the Joshua Tree East Agreement, Coronus acquired a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. On May 25, 2011, Coronus submitted five generating facility interconnection applications to SCE in respect of five, utility-scale, 1.5 MW solar PV power systems to be sited on this parcel (“Coronus JT Cascade 1”, “Coronus JT Cascade 2”, “Coronus JT Cascade 3”, “Coronus JT Shasta 1”, and “Coronus JT Shasta 2”). Subject to upgrades, SCE’s distribution and transmission engineers' initial assessment for the five systems was favorable. Accordingly, on or around December 15, 2011, to coincide with the completion date for the QC4 Phase I studies, we plan to enter into five SIS/FAS Study Agreements with SCE in respect of the five systems.

On September 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Adelanto West Agreement”) to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California. We first reported Coronus’ entry into the Adelanto West Agreement in our Form 8-K filed with the SEC on September 29, 2011. Close of escrow is scheduled for November 22, 2011. The Adelanto West Agreement is subject to Coronus’ Board of Director approval on or before November 15, 2011. There is no assurance that Coronus’ Board of Director approval will be obtained. On October 12, 2011, Coronus submitted two generating facility interconnection applications to SCE in respect of two, utility-scale, 1.5 MW solar PV power systems to be sited on this parcel (“Coronus Adelanto West 1” and “Coronus Adelanto West 2”). In respect of Coronus Adelanto West 1 and 2, we are schedule to meet with SCE’s distribution and transmission engineers for a scoping meeting on November 15, 2011.

On September 30, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Agreement”) to acquire a 20 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California. We first reported Coronus’ entry into the Apple Valley East Agreement in our Form 8-K filed with the SEC on October 14, 2011. Close of escrow is scheduled for December 7, 2011. The Apple Valley East Agreement is subject to Coronus’ Board of Director approval on or before November 30, 2011. There is no assurance that Coronus’ Board of Director approval will be obtained. On October 12, 2011, Coronus submitted two generating facility interconnection applications to SCE in respect of two, utility-scale, 1.5 MW solar PV power systems to be sited on this parcel (“Coronus Apple Valley East 1” and “Coronus Apple Valley East 2”). In respect of Coronus Apple Valley East 1 and 2, we are schedule to meet with SCE’s distribution and transmission engineers for a scoping meeting on November 15, 2011.


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On October 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”) to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California. We first reported Coronus’ entry into the Yucca Valley East Agreement in our Form 8-K filed with the SEC on October 14, 2011. Close of escrow is scheduled for December 15, 2011. The Yucca Valley East Agreement is subject to Coronus’ Board of Director approval on or before November 30, 2011. There is no assurance that Coronus’ Board of Director approval will be obtained. On October 12, 2011, Coronus submitted three generating facility interconnection applications to SCE in respect of three, utility-scale, solar PV power systems to be sited on this parcel, sized 1.4 MW, 1.5 MW and 1.5 MW (“Coronus Yucca Valley East 1”,  “Coronus Yucca Valley East 2” and “Coronus Yucca Valley East 3”, respectively). In respect of Coronus Yucca Valley East 1, 2 and 3, we are schedule to meet with SCE’s distribution and transmission engineers for a scoping meeting on November 15, 2011.

On October 13, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Oak Hills South Agreement”) to acquire a 27.47 acre parcel of vacant land, situated south of Oak Hills, in the County of San Bernardino, California. We first reported Coronus’ entry into the Oak Hills South Agreement in our Form 8-K filed with the SEC on October 14, 2011. Close of escrow is scheduled for December 22, 2011. The Oak Hills South Agreement is subject to Coronus’ Board of Director approval on or before December 15, 2011. There is no assurance that Coronus’ Board of Director approval will be obtained. On November 10, 2011, Coronus submitted two generating facility interconnection applications to SCE in respect of two, utility-scale, 1.5 MW solar PV power systems to be sited on this parcel (“Coronus Oak Hills South 1” and “Coronus Oak Hills South 2”). We expect initial comments from SCE within ten days.

On November 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Hesperia West Agreement”) to acquire a 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California. We first reported Coronus’ entry into the Hesperia West Agreement in our Form 8-K filed with the SEC on November 10, 2011. Close of escrow is scheduled for December 22, 2011. The Hesperia West Agreement is subject to Coronus’ Board of Director approval on or before December 15, 2011. There is no assurance that Coronus’ Board of Director approval will be obtained. Belectric, Inc. (“Belectric”),our solar PV systems integrator, is presently evaluating the parcel for solar PV power system design. Within ten days, we expect to submit two to three generating facility interconnection applications to SCE in respect of two to three, utility-scale, solar PV power systems to be sited on this parcel.

In addition to the above, we are presently evaluating further vacant lands, ranging in size between 20 and 50 acres, for purchase. Over the course of the next twelve months, our intention is to acquire further lands, and to submit generating facility interconnection applications to SCE in respect of utility-scale, solar PV power systems to be sited on these lands.

Results of Operations

Three Months Ended September 30, 2011 compared to September 30, 2010

Interest and bank charges expense increased by $3,927 or 1,020% from $385 for the three months ended September 30, 2010 to $4,312 for the three months ended September 30, 2011. The principal reason for the increase was $3,886 in interest incurred on the Twentynine Palms North, Newberry Springs, and Joshua Tree East vacant land purchase installment notes. No such payments were made in the comparative quarter.

Office and miscellaneous expense increased by $13,066 or 294% from $4,440 for the three months ended September 30, 2010 to $17,506 for the three months ended September 30, 2011. The reason for the increase was increased filing fees, in addition to a $10,000 expense incurred under the Advisory Agreement with SCG. In this quarter, in respect of filing fees, both EDGAR and Canadian reporting related, we incurred $3,713 in expenses, as compared to $1,081 in the comparative quarter. In respect of the Advisory Agreement, on executing the Advisory Agreement, the Company paid SCG a $10,000 retainer. Additionally, under the Advisory Agreement, SCG was to receive an additional non-refundable $10,000 payment from the Company upon completion of offering documents and an investor tracker of qualified investors. As of September 30, 2011, the offering documents and the investor tracker of qualified investors had been completed, and therefore, the payment was due at quarter end.


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Salaries and wages increased by $15,887 or 183% from $8,661 for the three months ended September 30, 2010 to $24,548 for the three months ended September 30, 2011. The reason for the increase was the salary increase of our principal executive officer during the period. Effective June 1, 2011, our principal executive officer’s salary was increased from CAD$3,000 per month to CAD$8,000 per month. Our principal executive officer forgives this salary when due, and has done so for the past five years. However, effective October 1, 2011, this salary now accrues.

We incurred no travel expense ($nil) for the quarter ended September 30, 2011 compared to $1,199 in travel expense for the quarter ended September 30, 2010. In the previous quarter, the travel expense related to an on-site meeting in California with Belectric, our solar PV systems integrator.

Feasibility study expense increased by $18,471 or 283% from $6,529 for the three months ended September 30, 2010 to $25,000 for the three months ended September 30, 2011. In the current quarter, the feasibility study expense related to the expensing of one-half, or $25,000, of the $50,000 Coronus paid to SCE on June 16, 2011, under the two SIS/FAS Study Agreements for Coronus 29-Palms North 1 and 2. In the previous quarter, the feasibility study expense related to the submission of interconnection and distribution service request deposits to SCE in respect of solar PV systems we proposed on the vacant lands of Twentynine Palms East and Vidal.

We incurred $830 in foreign exchange gain for the quarter ended September 30, 2011 compared to no foreign exchange loss (gain) ($nil) for the quarter ended September 30, 2010. The foreign exchange loss was attributable to the fluctuation of the USD/CAD exchange rate.

Six Months Ended September 30, 2011 compared to September 30, 2010

Interest on shareholder loan increased by $746 or 20% from $3,805 for the six months ended September 30, 2010 to $4,551 for the six months ended September 30, 2011. The reason for the increase was the net result of further loans made to the Company by the shareholder, a director of the Company, over the course of the year.

Interest and bank charges expense increased by $4,908 or 644% from $762 for the six months ended September 30, 2010 to $5,670 for the six months ended September 30, 2011. The principal reason for the increase was $7,765 in interest incurred on the Twentynine Palms North, Newberry Springs, and Joshua Tree East vacant land purchase installment notes. No such payments were made in the comparative period.

Office and miscellaneous expense increased by $22,328 or 245% from $9,111 for the six months ended September 30, 2010 to $31,439 for the six months ended September 30, 2011. The reason for the increase was increased filing fees, in addition to a $10,000 expense incurred under the Advisory Agreement with SCG. In this period, in respect of filing fees, both EDGAR and Canadian reporting related, we incurred $13,948 in expenses, as compared to $3,767 in the comparative period. In respect of the Advisory Agreement, SCG was to receive a non-refundable $10,000 payment from the Company upon completion of offering documents and an investor tracker of qualified investors. As of September 30, 2011, the offering documents and the investor tracker of qualified investors had been completed, and therefore, the payment was due at period end.

Professional fees increased by $6,792 or 20% from $34,073 for the six months ended September 30, 2010 to $40,865 for the six months ended September 30, 2011. The principal reasons for the increase were increased audit and legal fees in this period, as compared to the previous period. In this period, audit fees increased by $9,567 and legal fees increased by $2,860.

Salaries and wages increased by $21,597 or 124% from $17,419 for the six months ended September 30, 2010 to $39,016 for the six months ended September 30, 2011. The reason for the increase was the salary increase of our principal executive officer during the period. Effective June 1, 2011, our principal executive officer’s salary was increased from CAD$3,000 per month to CAD$8,000 per month. Our principal executive officer forgives this salary when due, and has done so for the past five years. However, effective October 1, 2011, this salary now accrues.

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Travel expense decreased by $1,177 or 98% from $1,199 for the six months ended September 30, 2010 to $22 for the six months ended September 30, 2011. In the previous period, the travel expense related to an on-site meeting in California with Belectric, our solar PV systems integrator.

Feasibility study expense increased by $35,204 or 539% from $6,529 for the six months ended September 30, 2010 to $41,733 for the six months ended September 30, 2011. In the current period, the feasibility study expense related to fees Coronus paid to SCE in respect of six Rule 21 generating facility interconnection applications and the expensing of two-thirds, or $33,334, of the $50,000 Coronus paid to SCE on June 16, 2011, under the two SIS/FAS Study Agreements for Coronus 29-Palms North 1 and 2. In the previous period, the feasibility study expense related to the submission of interconnection and distribution service request deposits to SCE in respect of solar PV systems we proposed on the vacant lands of Twentynine Palms East and Vidal.

We incurred $2,748 in foreign exchange loss for the six months ended September 30, 2011 compared to no foreign exchange loss (gain) ($nil) for the six months ended September 30, 2010. The foreign exchange loss was attributable to the fluctuation of the USD/CAD exchange rate.
 
 
We incurred $3,210 in write-down of land deposits for the six months ended September 30, 2011 compared to no write-down of land deposits ($nil) for the six months ended September 30, 2010. In the current period, we had paid $3,210 in land deposits in respect of one vacant land purchase agreement, the Vidal Agreement. On June 14, 2011, the parties to the Vidal Agreement cancelled the agreement, and the land deposits Coronus paid in the period were forfeited.

Assets and Liabilities at September 30, 2011 compared to March 31, 2011

Other receivables increased by $3,945 or 128% from $3,079 at March 31, 2011 to $7,024 at September 30, 2011. The principal reason for the increase was an increase in HST recoverable in this quarter.

Prepaid expenses and deposit increased by $16,228 or 1,715% from $946 at March 31, 2011 to $17,174 at September 30, 2011. The reason for the increase was that on June 16, 2011, Coronus entered into the two SIS/FAS Study Agreements for Coronus 29-Palms North 1 and 2 with SCE. On entering into the SIS/FAS Study Agreements, Coronus paid to SCE two $25,000 deposits totaling $50,000. The results of the SIS/FAS Study Agreements are anticipated to be completed on November 28, 2011. Accordingly, as at September 30, 2011, one-third of the deposits, or $16,667, remained as prepaid expense.

Deferred financing fee was $10,000 at September 30, 2011, as compared to no deferred financing fee ($nil) at March 31, 2011. On entering into the financial Advisory Agreement with SCG on August 8, 2011, the Company paid SCG a $10,000 retainer.

Property, plant and equipment increased by $240,259 or 307% from $78,192 at March 31, 2011 to $318,451 at September 30, 2011. The reason for the increase was the acquisition of vacant land in the period, specifically the acquisitions of Twentynine Palms North and Joshua Tree East. The purchase price of Twentynine Palms North was $40,000 and the purchase price of Joshua Tree East was $200,000.

Intangible asset decreased by $3,583 or 32% from $11,347 at March 31, 2011 to $7,764 at September 30, 2011. On completion of the Coronus acquisition on November 2, 2009, we acquired a business plan, with the fair value of $21,500. The business plan is amortized over its useful life of three years.

Accounts payable increased by $15,425 or 32% from $47,565 at March 31, 2011 to $62,990 at September 30, 2011. The principal reason for the increase was a $10,000 payable to SCG at September 30, 2011. Under the Advisory Agreement, SCG was to receive a non-refundable $10,000 payment from the Company upon completion of offering documents and an investor tracker of qualified investors. As of September 30, 2011, the offering documents and the investor tracker of qualified investors had been completed, and therefore, the payment was due, but not paid, at September 30, 2011.


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Loan from a shareholder decreased by $52,606 or 20% from $268,950 at March 31, 2011 to $216,344 at September 30, 2011. The principal reason for the decrease was that, in the period, the director and shareholder to whom we are indebted regarding the loan from a shareholder, was repaid CAD$41,500 of the principal amount owing, in respect of the loan.

Notes payable increased by $202,081 or 545% from $37,100 at March 31, 2011 to $239,181 at September 30, 2011. The reason for the increase was that, in the period ended September 30, 2011, we closed on two vacant land purchases: Twentynine Palms North and Joshua Tree East. Both purchases involved installment notes: $32,000 for Twentynine Palms North and $170,000 for Joshua Tree East.

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 SCE, under the California Public Utilities Commission’s feed-in tariff for small generators, obtain land use permits, and secure financing, on a per project basis, to pay Belectric, in installments, to construct the utility-scale, solar PV systems. There is no assurance that we will be able to obtain power purchase agreements or land use permits. Further, there is no assurance that we will be able to secure financing, or secure financing on acceptable terms. If financing is not available on acceptable terms, we may be unable to develop our operations.

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 raise any capital through the sale of common stock. Further, equity financing could result in additional dilution to existing shareholders.

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 year ended March 31, 2011. 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 27,096,086 shares of our common stock and received cash of $598,806.

We have generated no revenues from our Coronus operations. We expect to obtain capital through the sale of our common stock. There is no assurance we will procure power purchase agreements, obtain land use permits, or secure financing, on a per project basis, to pay Belectric, in installments, to construct the utility-scale, solar PV systems. 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 October 24, 2011, we conducted a non-brokered private placement, issuing 17,000 units (the “Units”), at a price of CAD$0.60 per Unit, for proceeds of CAD$10,200, to one investor. Each Unit was comprised of one share of our common stock and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further share of our common stock at an exercise price of CAD$0.75 for a period of five years. In connection with the completion of the private placement, we paid no finder’s fees. The investor was a resident of British Columbia, Canada. The Units were issued pursuant to an exemption from applicable prospectus

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requirements under section 2.5 “Family, friends and business associates” of National Instrument 45-106, Prospectus and Registration Exemptions, by reason of the fact that the investor was a close personal friend of Jeff Thachuk, our president. Further, the foregoing transaction was exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereof in that all sales took place outside the United States with non-U.S. persons.

To develop a 1.5 MW solar power plant, we forecast the cost to be $5.5 million, inclusive of taxes. We base our cost forecast on the pricing we negotiated, adjusted to reflect the fair value of the payment shares we issued on entering into the agreement, with Belectric, under the purchase agreement for utility-scale, ground-mount, solar PV power systems (the “Solar Power Systems Agreement”). Under the Solar Power Systems Agreement, Coronus has until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus is to provide the sites for the systems, pay for the utility interconnection requests and studies, and obtain the power purchase agreements and land use permits. Additionally, Coronus is to provide Belectric with satisfactory proof of secured financing, on a per project basis, prior to the commencement of construction of each of the systems. Under the Solar Power Systems Agreement, Belectric is to provide all services necessary for delivery to Coronus of turnkey, operation ready, solar PV systems, and for connection of the systems to the utilities’ grids. There is no assurance Coronus will be able to provide Belectric with satisfactory proof of secured financing, on a per project basis.

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 purchase price of $32,000, all cash, was paid on January 24, 2011. Accordingly, Coronus owns this parcel. At this point in time, we have opted not to pursue interconnection agreements for solar PV power systems sited on this parcel. Based on the feedback we received from SCE’s distribution engineers, the anticipated network upgrade costs to accommodate the systems are currently prohibitive. Accordingly, we are currently assessing alternative uses for this parcel, including a sale.

On January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Twentynine 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, from Joshua Tree Holdings. The purchase price was $40,000. Coronus agreed to pay $8,000, with Joshua Tree Holdings agreeing to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On May 16, 2011, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems sited on this parcel.

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, from Mike Hoch. The purchase price was $45,000. Coronus agreed to pay $8,000, with Mike Hoch agreeing to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On March 17, 2011, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are precluded from pursuing interconnection agreements for solar PV power systems sited on this parcel. Based on the feedback we received from SCE’s transmission engineers, the existing, regional specific, transmission infrastructure lacks the transmission capacity we would require to deploy our solar PV power systems on this parcel. Although SCE plans to upgrade this transmission infrastructure, these upgrades are not slated for completion till 2018 – 2019. Accordingly, we are currently assessing alternative uses for this parcel, including a sale.

On May 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”) to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, from Sal, Alfred and Frances Gonzalez. The purchase price was $200,000. Coronus agreed to pay $30,000, with Sal, Alfred and Frances Gonzalez agreeing to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. On June 30, 2011, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems sited on this parcel.


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On September 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Adelanto West Agreement”) to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California, from Zacarias and Elisa Ramirez. The purchase price is $400,000. Close of escrow is scheduled for November 22, 2011. Coronus deposited $1,000 into escrow and agrees to deposit an additional $199,000 within sufficient time to close escrow. Zacarias and Elisa Ramirez agree to carry back the balance amount of $200,000 for two years at 7% per annum interest, with monthly payments of interest only. The Adelanto West Agreement is subject to Coronus’ Board of Director approval on or before November 15, 2011. There is no assurance that Coronus’ Board of Director approval will be obtained.

On September 30, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Agreement”) to acquire a 20 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California, from Mohamad Kotob. The purchase price is $120,000, all cash. Close of escrow is scheduled for December 7, 2011. The Apple Valley East Agreement is subject to Coronus’ Board of Director approval on or before November 30, 2011. There is no assurance that Coronus’ Board of Director approval will be obtained.

On October 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”) to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, from Peter and Ann Wellington. The purchase price is $170,000. Close of escrow is scheduled for December 15, 2011. Coronus deposited $1,000 into escrow and agrees to deposit an additional $33,000 within sufficient time to close escrow. Peter and Ann Wellington agree to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Additionally, on closing, Coronus agrees to pay the realtor commission of $5,000. The Yucca Valley East Agreement is subject to Coronus’ Board of Director approval on or before November 30, 2011. There is no assurance that Coronus’ Board of Director approval will be obtained.

On October 13, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Oak Hills South Agreement”) to acquire a 27.47 acre parcel of vacant land, situated south of Oak Hills, in the County of San Bernardino, California, from Karinne Wolf. The purchase price is $145,000. Close of escrow is scheduled for December 22, 2011. Coronus deposited $1,000 into escrow and agree to deposit an additional $29,000 within sufficient time to close escrow. Karinne Wolf agrees to carry back the balance amount of $115,000 for two years at 6.5% per annum interest, with monthly payments of interest only. The Oak Hills South Agreement is subject to Coronus’ Board of Director approval on or before December 15, 2011. There can be no assurance Coronus’ Board of Director approval will be obtained.

On November 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Hesperia West Agreement”) to acquire a 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California, from Bica Family Revocable Liv Tr. The purchase price is $300,000. Close of escrow is scheduled for December 22, 2011. Coronus deposited $1,000 into escrow and agrees to deposit an additional $74,000 within sufficient time to close escrow. Bica Family Revocable Liv Tr agrees to carry back the balance amount of $225,000 for eighteen months at 6.5% per annum interest, with monthly payments of interest only. Under the Hesperia West Agreement, Coronus agrees to pay out the balance of $225,000 before commencing with any alterations, improvements, building or construction on the land. Additionally, on closing, Coronus agrees to pay the realtor commission of $5,000. The Hesperia West Agreement is subject to Coronus’ Board of Director approval on or before December 15, 2011. There can be no assurance Coronus’ Board of Director approval will be obtained.

Under the California Public Utilities Commission’s feed-in tariff 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 systems. Further, we are entitled to deploy multiple 1.5 MW solar power systems on the same parcel, provided this works from a utility interconnection point of view. Because we estimate the cost to develop a 1.5 MW solar power plant to be $5.5 million, inclusive of taxes, we estimate the cost to develop one to three 1.5 MW solar power plants, per parcel, to be $5.5 million to $16.5 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.

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As a consequence of shareholder loans, we were indebted to our principal executive officer, who serves also as a director, in the amount of $216,344, inclusive of interest, through September 30, 2011. As of March 31, 2010, the loans were interest free, unsecured and due on demand. Effective April 1, 2010, the aggregate loan accrues interest at the annual rate of 4%. At September 30, 2011, the Company had accrued interest payable of $12,901on the shareholder loan. As in the past, the loan is unsecured and due on demand.

Our principal executive officer has verbally agreed to not seek repayment of the shareholder loans 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 CAD$8,000 per month, effective June 1, 2011 (CAD$3,000 per month historically) but forgave this salary when due, and had done so for the past five years. Effective October 1, 2011, this salary is now accrued. However, our principal executive officer has verbally agreed to not seek payment of this salary until such time as we are generating sufficient revenues to allow for the payment of the salary without putting an undue burden on our retained earnings, or until such time as we have raised sufficient capital to eliminate our working capital deficiency, or until such time as we have raised sufficient capital to fund our business plans. In addition to the above, at September 30, 2011, included in accounts payable, $950 was owed to our principal executive officer for an out-of-pocket expense. This amount remain payable and does not accrue interest. This amount is not reflected in the shareholder loans described above.

As of September 30, 2011, our total current assets were $26,929 and our total current liabilities were $279,334 resulting in a working capital deficiency of $252,405.

Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

Critical Accounting Policies

Accounting Pronouncements Adopted During the Period

Compensation - stock compensation

On April 1, 2011, the Company adopted ASU No. 2010-13 “Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades”. ASU 2010-13 clarifies that an employee share-based payment award with an exercise price denominated in the currency of a market in which a substantial portion of the entity’s equity securities trades should not be considered to contain a condition that is not a market, performance, or service condition. Therefore, an entity would not classify such an award as a liability if it otherwise qualifies as equity. Such an adoption does not have a material impact on the Company’s financial statements.

Business Combination

On April 1, 2011, the Company adopted the FASB 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 directly 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. The adoption of this ASU will effect business acquisitions incurred after March 31, 2011. Such an adoption does not have a material impact on the Company’s financial statements.

-28-
 
 

 

New Accounting Pronouncements

Fair Value Measurement

In May 2011, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2011-04 “Fair Value Measurement (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” to provide additional guidance on fair value disclosures. This guidance contains certain updates to the measurement guidance as well as enhanced disclosure requirements. The most significant change in disclosures is an expansion of the information required for “Level 3” measurements including enhanced disclosure for: (1) the valuation processes used by the reporting entity; and (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, if any. This guidance is effective for interim and annual periods beginning on or after December 15, 2011, with early adoption prohibited. This guidance will only impact the Company’s “Level 3” disclosures.

Presentation of Comprehensive Income

In June 2011, the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”, to provide guidance on the presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The guidance allows two presentation alternatives: (1) present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income; or (2) in two separate, but consecutive, statements of net income and other comprehensive income. This guidance is effective as of the beginning of a fiscal year that begins after December 15, 2011. Early adoption is permitted, but full retrospective application is required under both sets of accounting standards. This Company is currently evaluating which presentation alternative it will utilize.

Intangibles – Goodwill and Other

In September 2011, the FASB issued ASC 350 "Intangibles - Goodwill and other" intended to simplify goodwill impairment testing. Entities will be allowed to perform a qualitative assessment on goodwill impairment to determine whether it is more likely than not (defined as having a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount as a basis for determining whether it is necessary to perform the two-step goodwill impairment test. This guidance is effective for goodwill impairment tests performed in interim and annual periods for fiscal years beginning after December 15, 2011, or the Company's first quarter of Fiscal 2013. The Company does not expect this guidance will have a material impact on its 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.

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.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.


-29-
 
 

 

There were no changes in our internal control over financial reporting during the quarter ended September 30, 2011 that have materially affected, or are reasonably likely to materially 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
 
           
4.1
Specimen Stock Certificate.
S-1
11/07/08
4.1
 
           
10.1
Engagement Letter - Jefferson Thachuk (5/15/2007).
S-1
11/07/08
10.1
 
           
10.2
Engagement Letter - Jefferson Thachuk (6/12/2008).
S-1
11/07/08
10.2
 
           
10.3
Engagement Letter - Jefferson Thachuk (8/21/2008).
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:  (1/04/2008).
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
12/10/10
10.1
 
           
10.10
Vacant Land Purchase Agreement – VIDAL.
10-Q/A-1
12/10/10
10.10
 
           

-30-
 
 

 


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.
10-Q
2/14/11
10.15
 
           
10.16
Vacant Land Purchase Agreement – NEWBERRY SPRINGS.
10-Q
2/14/11
10.16
 
           
10.17
Vacant Land Purchase Agreement – VIDAL (January 27, 2011  Addendum).
10-Q
2/14/11
10.17
 
           
10.18
Solar Power Systems Agreement.
8-K
4/01/11
10.1
 
           
10.19
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 1.
8-K
6/21/11
10.1
 
           
10.20
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 2.
8-K
6/21/11
10.2
 
           
10.21
VIDAL Agreement Cancellation Instructions.
8-K
6/21/11
10.3
 
           
10.22
Installment Note – TWENTYNINE PALMS NORTH.
10-K
6/24/11
10.22
 
           
10.23
Vacant Land Purchase Agreement – TWENTYNINE PALMS (February 17, 2011 Addendum).
10-K
6/24/11
10.23
 
           
10.24
Vacant Land Purchase Agreement – NEWBERRY SPRINGS (February 22, 2011 Addendum).
10-K
6/24/11
10.24
 
           
10.25
Vacant Land Purchase Agreement – VIDAL (February 22, 2011 Addendum).
10-K
6/24/11
10.25
 
           
10.26
Installment Note – NEWBERRY SPRINGS.
10-K
6/24/11
10.26
 
           
10.27
Vacant Land Purchase Agreement – VIDAL (March 14, 2011 Addendum).
10-K
6/24/11
10.27
 
           
10.28
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (March 15, 2011 Addendum).
10-K
6/24/11
10.28
 
           
10.29
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (April 14, 2011 Addendum).
10-K
6/24/11
10.29
 
           
10.30
Vacant Land Purchase Agreement – VIDAL (April 14, 2011 Addendum).
10-K
6/24/11
10.30
 
           

 
-31-
 
 

 


10.31
Vacant Land Purchase Agreement – JOSHUA TREE EAST.
10-K
6/24/11
10.31
 
           
10.32
Vacant Land Purchase Agreement – VIDAL (May 15, 2011 Addendum).
10-K
6/24/11
10.32
 
           
10.33
Engagement Letter - Jefferson Thachuk (May 31, 2011).
10-K
6/24/11
10.33
 
           
10.34
Vacant Land Purchase Agreement – JOSHUA TREE EAST (June 3, 2011 Addendum).
10-K
6/24/11
10.34
 
   
10-K
6/24/11
10.35
 
10.35
Loan Agreement with Jefferson Thachuk (June 20, 2011 Addendum).
       
 
         
10.36
SCG Advisory Agreement.
8-K
8/10/11
10.1
 
           
10.37
Installment Note – JOSHUA TREE EAST.
     
X
 
         
10.38
Vacant Land Purchase Agreement – PHELAN EAST.
     
X
 
         
10.39
Cancellation Instructions – PHELAN EAST.
     
X
 
         
10.40
Vacant Land Purchase Agreement – ADELANTO WEST.
     
X
 
         
10.41
Vacant Land Purchase Agreement – APPLE VALLEY EAST.
     
X
 
         
10.42
Vacant Land Purchase Agreement – YUCCA VALLEY EAST.
     
X
 
         
10.43
Vacant Land Purchase Agreement – OAK HILLS SOUTH.
     
X
 
         
10.44
Loan Agreement with Jefferson Thachuk (October 26, 2011 Addendum).
     
X
           
10.45
Vacant Land Purchase Agreement – HESPERIA WEST.
     
X
           
14.1
Code of Ethics.
S-1
11/07/08
14.1
 
           
14.2
Amended Code of Ethics as of May 14, 2009.
10-K
6/05/09
14.2
 
           
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.1
Audit Committee Charter.
S-1
11/07/08
99.1
 
           
99.2
Amended Audit Committee Charter as of May 19, 2009.
10-K
6/05/09
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
6/05/09
99.3
 

-32-
 
 

 


           
           
101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X










-34-
 
 

 


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 14th day of November, 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



















-35-
 
 

 

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 (5/15/2007).
S-1
11/07/08
10.1
 
           
10.2
Engagement Letter - Jefferson Thachuk (6/12/2008).
S-1
11/07/08
10.2
 
           
10.3
Engagement Letter - Jefferson Thachuk (8/21/2008).
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:  (1/04/2008).
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.
       
           
10.10
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.
10-Q
2/14/11
10.15
 

-36-
 
 

 


10.16
Vacant Land Purchase Agreement – NEWBERRY SPRINGS.
10-Q
2/14/11
10.16
 
           
10.17
Vacant Land Purchase Agreement – VIDAL (January 27, 2011  Addendum).
10-Q
2/14/11
10.17
 
           
10.18
Solar Power Systems Agreement.
8-K
4/01/11
10.1
 
           
10.19
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 1.
8-K
6/21/11
10.1
 
           
10.20
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 2.
8-K
6/21/11
10.2
 
           
10.21
VIDAL Agreement Cancellation Instructions.
8-K
6/21/11
10.3
 
           
10.22
Installment Note – TWENTYNINE PALMS NORTH.
10-K
6/24/11
10.22
 
           
10.23
Vacant Land Purchase Agreement – TWENTYNINE PALMS (February 17, 2011 Addendum).
10-K
6/24/11
10.23
 
           
10.24
Vacant Land Purchase Agreement – NEWBERRY SPRINGS (February 22, 2011 Addendum).
10-K
6/24/11
10.24
 
           
10.25
Vacant Land Purchase Agreement – VIDAL (February 22, 2011 Addendum).
10-K
6/24/11
10.25
 
           
10.26
Installment Note – NEWBERRY SPRINGS.
10-K
6/24/11
10.26
 
           
10.27
Vacant Land Purchase Agreement – VIDAL (March 14, 2011 Addendum).
10-K
6/24/11
10.27
 
           
10.28
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (March 15, 2011 Addendum).
10-K
6/24/11
10.28
 
           
10.29
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (April 14, 2011 Addendum).
10-K
6/24/11
10.29
 
           
10.30
Vacant Land Purchase Agreement – VIDAL (April 14, 2011 Addendum).
10-K
6/24/11
10.30
 
           
10.31
Vacant Land Purchase Agreement – JOSHUA TREE EAST.
10-K
6/24/11
10.31
 
           
10.32
Vacant Land Purchase Agreement – VIDAL (May 15, 2011 Addendum).
10-K
6/24/11
10.32
 
           
10.33
Engagement Letter - Jefferson Thachuk (May 31, 2011).
10-K
6/24/11
10.33
 
           
10.34
Vacant Land Purchase Agreement – JOSHUA TREE EAST (June 3, 2011 Addendum).
10-K
6/24/11
10.34
 
   
10-K
6/24/11
10.35
 
10.35
Loan Agreement with Jefferson Thachuk (June 20, 2011 Addendum).
       

-37-
 
 

 


 
         
10.36
SCG Advisory Agreement.
8-K
8/10/11
10.1
 
           
10.37
Installment Note – JOSHUA TREE EAST.
     
X
 
         
10.38
Vacant Land Purchase Agreement – PHELAN EAST.
     
X
 
         
10.39
Cancellation Instructions – PHELAN EAST.
     
X
 
         
10.40
Vacant Land Purchase Agreement – ADELANTO WEST.
     
X
 
         
10.41
Vacant Land Purchase Agreement – APPLE VALLEY EAST.
     
X
 
         
10.42
Vacant Land Purchase Agreement – YUCCA VALLEY EAST.
     
X
 
         
10.43
Vacant Land Purchase Agreement – OAK HILLS SOUTH.
     
X
 
         
10.44
Loan Agreement with Jefferson Thachuk (October 26, 2011 Addendum).
     
X
           
10.45
Vacant Land Purchase Agreement – HESPERIA WEST.
     
X
           
14.1
Code of Ethics.
S-1
11/07/08
14.1
 
           
14.2
Amended Code of Ethics as of May 14, 2009.
10-K
6/05/09
14.2
 
           
31.1
Certification of Principal Executive Officer and Principal Financial Officer pursuant Section 302 of the Sarbanes-Oxley Act of 2002.
     
X
           
32.1
Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 of the Sarbanes-Oxley Act of 2002.
     
X
           
99.1
Audit Committee Charter.
S-1
11/07/08
99.1
 
           
99.2
Amended Audit Committee Charter as of May 19, 2009.
10-K
6/05/09
99.2
 
           
99.3
Disclosure Committee Charter.
10-K
6/05/09
99.3
 
 
         
101.INS
XBRL Instance Document.
     
X
 
         
101.SCH
XBRL Taxonomy Extension – Schema.
     
X
 
         
101.CAL
XBRL Taxonomy Extension – Calculations.
     
X
 
         
101.DEF
XBRL Taxonomy Extension – Definitions.
     
X
 
         
101.LAB
XBRL Taxonomy Extension – Labels.
     
X
 
         
101.PRE
XBRL Taxonomy Extension – Presentation.
     
X


-38-