8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_________________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

August 17, 2012 (August 15, 2012)

CORONUS SOLAR INC.

(Exact name of registrant as specified in its charter)

British Columbia, Canada

(State or other jurisdiction of incorporation)

000-53697

(Commission File No.)

1100-1200 West 73rd Avenue

Vancouver, British Columbia

Canada   V6P 6G5

(Address of principal executive offices and Zip Code)

604-267-7078

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENTS.

On August 15, 2012, we amended the purchase agreement for utility-scale, ground-mount, solar photovoltaic (PV) power systems (the “Solar Power Systems Agreement”), we entered into with our wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), and Belectric Inc. (“Belectric”), on March 31, 2011. We first reported the Solar Power Systems Agreement in our Form 8-K filed with the SEC on April 4, 2011.

Under the amended agreement (the “Amended Solar Power Systems Agreement”), the provision of Coronus to purchase a total of 21 MW of utility-scale, ground-mount, solar PV power systems from Belectric, for consideration of $76,818,000, exclusive of taxes (the “Original Basic Price”), was modified. Under the Amended Solar Power Systems Agreement, Coronus and Belectric agree to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis (the “Purchase and Sale Agreements”). The Amended Solar Power Systems Agreement is effective as of August 15, 2012, and shall remain in full force and effect for three years (the “Three Year Term”), but shall expire prior to the Three Year Term provided Coronus and Belectric enter into Purchase and Sale Agreements totaling 100 MW of solar power systems prior to the expiry of the Three Year Term. Further, throughout the term of the Amended Solar Power Systems Agreement, Belectric retains the exclusive right to negotiate Purchase and Sale Agreements with Coronus for solar power systems.

On entering into the original Solar Power Systems Agreement, we paid 15% of the Original Basic Price, or $11,522,700, by way of issuing 10,974,000 shares (the “Original Payment Shares”) of our common stock to Belectric, at a deemed price of $1.05 per share. Under the Amended Solar Power Systems Agreement, as additional purchase and sale consideration, Belectric kept 1,097,400 of the Original Payment Shares. Accordingly, 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012. Prior to the cancellation of the 9,876,600 shares, we had 27,096,086 shares of common stock issued and outstanding. Following the cancellation of the 9,876,600 shares, we now have 17,219,486 shares of common stock issued and outstanding.

ITEM 1.02       TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT.

On August 17, 2012, Coronus completed the Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”), which Coronus entered into on October 9, 2011, as reported in our Form 8-K’s filed with the SEC on October 14 and December 9, 2011, and January 18, February 8, March 5, and April 13, 2012. Under the Yucca Valley East Agreement, Coronus acquired 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 Coronus paid was $170,000. Coronus deposited $34,000, with Peter and Ann Wellington agreeing to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only.

ITEM 2.01       COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS.

As disclosed above under Item 1.02, on August 17, 2012, Coronus completed the Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”).

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ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

As disclosed above under Item 1.02, on August 17, 2012, Coronus completed the Vacant Land Purchase Agreement (the “Yucca Valley East Agreement. Under the Yucca Valley East Agreement, Coronus acquired 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 Coronus paid was $170,000. Coronus deposited $34,000, with Peter and Ann Wellington agreeing to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only.

ITEM 5.01       CHANGES IN CONTROL OF THE REGISTRANT.

The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares immediately before the cancellation of equity securities referred to in Item 1.01 of this report. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.

	Shares Beneficially Owned
Name of Beneficial Owner	Number	Percent of Class
Jefferson Thachuk	4,875,000(1)(5)	17.99%(1)
David Holmes	30,000(2)	0.11%(2)
Kaitlyn Bogas	20,000(3)	0.07%(3)
All officers and directors as a group (3 persons)	4,925,000	18.18%
Belectric, Inc.	10,974,000	40.50%
8076 Central Avenue, Newark, CA 94560
Mark Burgert	4,875,000(4)(5)	17.99%(4)
14446 North Bluff Road, White Rock, BC V4B 3C8

(1) Includes fully vested stock options to acquire an additional 350,000 shares of common stock at an exercise price of $0.065 per share.

(2) Includes fully vested stock options to acquire an additional 10,000 shares of common stock at an exercise price of $0.065 per share.

(3) Includes fully vested stock options to acquire an additional 10,000 shares of common stock at an exercise price of $0.065 per share.

(4) Includes fully vested stock options to acquire an additional 350,000 shares of common stock at an exercise price of $0.065 per share.

(5) For both Messrs. Thachuk and Burgert, of the 4,875,000 shares shown as beneficially owned by each of them, 4,525,000 shares each are held in voluntary escrow, to be released to each of them on the basis of one common share each for each $0.50 earned in revenue by us on a consolidated basis. Messrs. Thachuk and Burgert maintain full voting and dividend rights in the escrowed shares. The escrow of the shares was not mandated under any applicable laws or regulations. The escrow of the shares was solely as a result of private contractual terms, agreed to voluntarily.

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The following table sets forth, as of the date of this report, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares immediately after the cancellation of equity securities referred to in Item 1.01 of this report. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.

	Shares Beneficially Owned
Name of Beneficial Owner	Number	Percent of Class
Jefferson Thachuk	4,875,000(1)(5)	28.31%(1)
David Holmes	30,000(2)	0.17%(2)
Kaitlyn Bogas	20,000(3)	0.12%(3)
All officers and directors as a group (3 persons)	4,925,000	28.60%
Belectric, Inc.	1,097,400	6.37%
8076 Central Avenue, Newark, CA 94560
Mark Burgert	4,875,000(4)(5)	28.31%(4)
14446 North Bluff Road, White Rock, BC V4B 3C8
Trevor Singleton	1,300,000(6)	7.55%
7094 267th Street, Langley, BC V4W 1W2
Greg Zakaib	950,000	5.52%
305 – 8880 Hudson Street, Vancouver, BC V6P 4N2

(1) Includes fully vested stock options to acquire an additional 350,000 shares of common stock at an exercise price of $0.065 per share.

(2) Includes fully vested stock options to acquire an additional 10,000 shares of common stock at an exercise price of $0.065 per share.

(3) Includes fully vested stock options to acquire an additional 10,000 shares of common stock at an exercise price of $0.065 per share.

(4) Includes fully vested stock options to acquire an additional 350,000 shares of common stock at an exercise price of $0.065 per share.

(5) For both Messrs. Thachuk and Burgert, of the 4,875,000 shares shown as beneficially owned by each of them, 4,525,000 shares each are held in voluntary escrow, to be released to each of them on the basis of one common share each for each $0.50 earned in revenue by us on a consolidated basis. Messrs. Thachuk and Burgert maintain full voting and dividend rights in the escrowed shares. The escrow of the shares was not mandated under any applicable laws or regulations. The escrow of the shares was solely as a result of private contractual terms, agreed to voluntarily.

(6) Includes fully vested warrants to acquire an additional 350,000 shares of common stock at an exercise price of $0.75 per share.

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ITEM 7.01       REGULATION FD DISCLOSURE.

We announced today the amendment to the Solar Power Systems Agreement, as disclosed above under Item 1.01. We announced also Coronus’ completion of the Vacant Land Purchase Agreement (the Yucca Valley East Agreement), as disclosed above under Items 1.02, 2.01, and 2.03.

ITEM 9.01       FINANCIAL STATEMENTS AND EXHIBITS.

Exhibits	Document Description
10.1	Amendment to Solar Power Systems Agreement.
99.1	Press release.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated this 17th day of August, 2012.

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

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EX-10.1

Exhibit 10.1

AMENDMENT TO SOLAR POWER SYSTEMS AGREEMENT

AMENDMENT TO SOLAR POWER SYSTEMS AGREEMENT, dated effective as of August 15, 2012, by and among CORONUS SOLAR INC. (“Coronus Solar”), CORONUS ENERGY CORP. (“Coronus Energy”), and BELECTRIC, INC. (“Belectric”).

RECITALS

WHEREAS, Coronus Solar, Coronus Energy and Belectric have previously entered into a Solar Power Systems Agreement, dated effective as of March 31, 2011 (the “Solar Power Systems Agreement”) (capitalized terms used but not defined herein shall have the meanings ascribed thereto in the Solar Power Systems Agreement); and

WHEREAS, Coronus Solar, Coronus Energy and Belectric wish to amend the Solar Power Systems Agreement as provided herein.

NOW, THEREFORE, in connection with and in consideration of the premises and the mutual agreements and covenants hereinafter set forth, the Buyer and the Seller hereby agree as follows:

1.        Sections 1.1(d) and 1.1(e) of the Solar Power Systems Agreement are hereby deleted. Insofar as the Solar Power Systems Agreement refers to an Energy Unit, such references shall be deemed to be references to a Solar System.

2.        Sections 2 of the Solar Power Systems Agreement is hereby amended to read in its entirety as follows:

“2.           PURCHASE AND SALE

 2.1Purchase and Sale

Based on the representations and warranties contained in this Agreement, Belectric agrees to sell, assign and transfer to Coronus Energy and, Coronus Energy agrees to purchase from Belectric, Solar Systems, for the price and in accordance with and subject to the terms and conditions set forth in this Agreement.

 2.2Purchase Price

Coronus Energy and Belectric will negotiate, in good faith, the purchase price of each Solar System on a per Solar System basis (the “Purchase and Sale Agreements”). As additional consideration, Coronus Solar has issued 1,097,400 common shares to Belectric at a deemed price of $1.05 per share (the “Payment Shares”).

2.3           Non-Refundability of Payment Shares

Coronus Solar and Coronus Energy acknowledge and agree that the Payment Shares are non-refundable.

2.4           Restrictions on Transfer

Belectric acknowledges and agrees that the Payment Shares will be subject to restrictions on resale and transfer in accordance with applicable securities laws. Belectric further

{007610000-00102119; 1 }                                                     SGR\9649205.1

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acknowledges and agrees that the Payment Shares may be subject to additional resale restrictions based upon Belectric’s jurisdiction of residence and the jurisdiction of residence of any proposed transferee of the Payment Shares, and it is Belectric’s responsibility to find out what these restrictions are and comply with same before selling, transferring or otherwise disposing of the Payment Shares. Belectric acknowledges and agrees that the certificate representing the Payment Shares will bear such legends as are required with respect to any such restrictions on resale and transfer.

3.        Section 3 of the Solar Power Systems Agreement is hereby deleted.

4.        Section 8 of the Solar Power Systems Agreement is hereby amended to read in its entirety as follows:

“Pursuant to Operations and Maintenance Agreements, to be negotiated in good faith between Coronus Energy and Belectric, Belectric shall be responsible for managing the operation of the Solar Systems, throughout the duration of the power purchase agreement underlying each Solar System.”

5.        Section 10 of the Solar Power Systems Agreement is hereby amended to read in its entirety as follows:

“10.         TERM

10.1   Three Years

This Agreement shall be effective as of August 15, 2012, and shall remain in full force and effect for three years (the “Three Year Term”).

10.2   100 MW

This Agreement shall expire prior to the Three Year Term provided Coronus Energy and Belectric enter into Purchase and Sale Agreements totaling 100 MW of Solar Systems prior to the expiry of the Three Year Term.

10.3   Exclusivity

Throughout the term of this Agreement, Belectric shall retain the exclusive right to negotiate Purchase and Sale Agreements with Coronus Energy for Solar Systems.”

6.        Sections 11.2, 13.5, 14.2, and 15.2 of the Solar Power Systems Agreement are hereby deleted.

Except as provided herein, the Solar Power Systems Agreement shall remain unamended and in full force and effect.

[REMAINDER OF PAGE INTENTIONALLY BLANK]

{007610000-00102119; 1 }

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IN WITNESS WHEREOF the parties hereto have executed this Agreement effective as of the day and year first above written.

	CORONUS SOLAR INC.
Per:	JEFF THACHUK____________________
	Signature
	Jeff Thachuk President
	CORONUS ENERGY CORP.
Per:	JEFF THACHUK____________________
	Signature
	Jeff Thachuk President
	BELECTRIC, INC.
Per:	DAVID TAGGART___________________
	Signature
	David Taggart President

{007610000-00102119; 1 }

EX-99.1

Exhibit 99.1

CORONUS SOLAR INC.

Suite 1100 - 1200 West 73rd Avenue Vancouver, B.C.  V6P 6G5 Canada Telephone  604-267-7078 Facsimile  604-267-7080 www.coronusenergy.com

NEWS RELEASE For Immediate Release	OTCBB - CRNSF
AMENDMENT TO SOLAR POWER SYSTEMS AGREEMENT --- COMPLETION OF VACANT LAND PURCHASE AGREEMENT

Vancouver, B.C. – August 17, 2012 – Jeff Thachuk, President of Coronus Solar Inc. (the “Company”) announced today that, on August 15, 2012, the Company amended the purchase agreement for utility-scale, ground-mount, solar photovoltaic (PV) power systems (the “Solar Power Systems Agreement”), the Company entered into with its wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), and Belectric Inc. (“Belectric”), on March 31, 2011. The Company first reported the Solar Power Systems Agreement in the Company's News Release of April 4, 2011.

Under the amended agreement (the “Amended Solar Power Systems Agreement”), the provision of Coronus to purchase a total of 21 MW of utility-scale, ground-mount, solar PV power systems from Belectric, for consideration of USD $76,818,000, exclusive of taxes (the “Original Basic Price”), was modified. Under the Amended Solar Power Systems Agreement, Coronus and Belectric agree to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis (the “Purchase and Sale Agreements”). The Amended Solar Power Systems Agreement is effective as of August 15, 2012, and shall remain in full force and effect for three years (the “Three Year Term”), but shall expire prior to the Three Year Term provided Coronus and Belectric enter into Purchase and Sale Agreements totaling 100 MW of solar power systems prior to the expiry of the Three Year Term. Further, throughout the term of the Amended Solar Power Systems Agreement, Belectric retains the exclusive right to negotiate Purchase and Sale Agreements with Coronus for solar power systems.

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On entering into the original Solar Power Systems Agreement, the Company paid 15% of the Original Basic Price, or USD $11,522,700, by way of issuing 10,974,000 shares (the “Original Payment Shares”) of its common stock to Belectric, at a deemed price of USD $1.05 per share. Under the Amended Solar Power Systems Agreement, as additional purchase and sale consideration, Belectric kept 1,097,400 of the Original Payment Shares. Accordingly, 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012. Prior to the cancellation of the 9,876,600 shares, the Company had 27,096,086 shares of common stock issued and outstanding. Following the cancellation of the 9,876,600 shares, the Company now has 17,219,486 shares of common stock issued and outstanding.

Mr. Thachuk announced today also that, on August 17, 2012, Coronus completed the Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”), which Coronus entered into on October 9, 2011, as reported in the Company's News Releases of October 14 and December 9, 2011, and January 17, February 7, March 20, and April 13, 2012. Under the Yucca Valley East Agreement, Coronus acquired 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 Coronus paid was USD $170,000. Coronus deposited USD $34,000, with Peter and Ann Wellington agreeing to carry back the balance amount of USD $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only.

On behalf of the Board of Directors,

Coronus Solar Inc.

“Jeff Thachuk ”

Jeff Thachuk

President

Forward Looking Statements:  Statements included in this announcement, including statements concerning our plans, intentions and expectations, which are not historical in nature are intended to be, and are hereby identified as, “forward-looking statements”. Forward-looking statements may be identified by words including “anticipates”, “believes”, “intends”, “estimates”, “expects” and similar expressions. The company cautions readers that forward-looking statements, including without limitation those relating to the company's future operations and business prospects, are subject to certain risks and uncertainties that could cause actual results to differ materially from those indicated in the forward-looking statements.

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