Attached files
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, 2009
|
OR
|
|
[ ]
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
Commission
file number 000-53697
INSIGHTFULMIND
LEARNING, INC.
(Exact
name of registrant as specified in its charter)
British
Columbia, Canada
(State
or other jurisdiction of incorporation or organization)
300-1055
West Hastings Street
Vancouver,
British Columbia
Canada
V6E 2E9
(Address
of principal executive offices, including zip code.)
604-609-6152
(telephone
number, including area code)
Check
whether the issuer (1) filed all reports required to be filed by Section 13 or
15(d) of the Exchange Act during the past 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 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.
Large
Accelerated Filer
|
[ ]
|
Accelerated
Filer
|
[ ]
|
||
Non-accelerated
Filer
|
[ ]
|
Smaller
Reporting Company
|
[X]
|
||
(Do
not check if a smaller reporting
company)
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).
YES
[X] NO [ ]
State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date:
October
27, 2009 - 6,771,293 shares of common stock.
PART
I – FINANCIAL INFORMATION
ITEM
1. FINANCIAL
STATEMENTS
INSIGHTFULMIND
LEARING, INC.
|
|||||
(A
Development Stage Enterprise)
|
|||||
BALANCE
SHEETS
|
|||||
(Expressed
in US Dollars)
|
|||||
September
30,
|
March
31,
|
||||
2009
|
2009
|
||||
(Unaudited)
|
(Audited)
|
||||
ASSETS
|
|||||
CURRENT
|
|||||
Cash
and cash equivalents
|
$
|
1,184
|
$
|
6,883
|
|
Goods
and services tax receivable
|
1,498
|
3,111
|
|||
Prepaid
Expenses
|
1,683
|
1,706
|
|||
TOTAL
CURRENT ASSETS
|
4,365
|
11,700
|
|||
EQUIPMENT (Note
4)
|
336
|
322
|
|||
WEBSITE DEVELOPMENT COSTS
(Note 5)
|
3,299
|
3,743
|
|||
INTANGIBLE ASSET (Note
6)
|
283
|
256
|
|||
TOTAL
ASSETS
|
$
|
8,283
|
$
|
16,021
|
|
LIABILITIES
|
|||||
CURRENT
|
|||||
Accounts
Payable and accrued liabilities
|
$
|
8,631
|
$
|
10,385
|
|
Loan
from a shareholder (Note 7)
|
131,972
|
86,494
|
|||
TOTAL
CURRENT LIABILITIES
|
140,603
|
96,879
|
|||
STOCKHOLDERS'
DEFICIENCY
|
|||||
SHARE
CAPITAL (Note 8)
|
|||||
Authorized:
|
|||||
Unlimited
voting common shares without par value
|
|||||
Issued
and outstanding:
|
|||||
6,771,293
common shares
|
681,999
|
681,999
|
|||
ADDITIONAL
PAID IN CAPITAL
|
272,190
|
254,080
|
|||
ACCUMULATED
OTHER COMPREHENSIVE INCOME (LOSS)
|
(13,447)
|
2,706
|
|||
DEFICIT, accumulated during the
development stage
|
(1,073,062)
|
(1,019,643)
|
|||
TOTAL
STOCKHOLDER'S (DEFICIENCY)
|
(132,320)
|
(80,858)
|
|||
TOTAL
LIABILITIES AND STOCKHOLDER'S (DEFICIENCY)
|
$
|
8,283
|
$
|
16,021
|
|
CONTINGENT LIABILITIES
(Note 9)
|
|||||
GOING CONCERN (Note
2)
|
|||||
(See
accompanying notes to the financial
statements)
|
F-1
-2-
INSIGHTFULMIND
LEARING, INC.
|
|||||||||||
(A
Development Stage Enterprise)
|
|||||||||||
STATEMENTS
OF OPERATIONS AND COMPREHENSIVE LOSS
|
|||||||||||
(Expressed
in U.S. Dollars)
|
|||||||||||
(Unaudited)
|
|||||||||||
Cumulative
from
|
|||||||||||
Three
months ended
|
Six
months ended
|
inception
|
|||||||||
September
30,
|
September
30,
|
(December
3, 2001) to
|
|||||||||
2009
|
2008
|
2009
|
2008
|
September
30, 2009
|
|||||||
REVENUE
|
$
|
81
|
$
|
321
|
$
|
240
|
$
|
321
|
$
|
1,742
|
|
EXPENSES
|
|||||||||||
Amortization
|
566
|
2,268
|
1,099
|
4,609
|
35,620
|
||||||
Consulting
fee
|
-
|
-
|
-
|
-
|
20,928
|
||||||
Interest
on shareholder loan
|
1,220
|
500
|
2,212
|
793
|
7,194
|
||||||
Interest
and bank charges
|
587
|
486
|
1,421
|
1,007
|
9,544
|
||||||
Office
and miscellaneous
|
3,852
|
666
|
6,738
|
1,220
|
23,472
|
||||||
Professional
fees
|
10,786
|
26,473
|
24,852
|
47,771
|
148,611
|
||||||
Repairs
and maintenance
|
-
|
-
|
-
|
-
|
869
|
||||||
Salaries
and wages
|
8,265
|
8,812
|
16,009
|
18,775
|
330,046
|
||||||
Stock
based compensation
|
-
|
-
|
-
|
-
|
466,165
|
||||||
Telephone
and utilities
|
319
|
330
|
615
|
672
|
10,103
|
||||||
Advertising
and promotion
|
488
|
1,079
|
1,458
|
1,518
|
8,866
|
||||||
Write
down in website development costs
|
-
|
-
|
-
|
-
|
14,145
|
||||||
26,083
|
40,614
|
54,404
|
76,365
|
1,075,563
|
|||||||
OTHER
INCOME
|
|||||||||||
Interest
income
|
-
|
-
|
16
|
16
|
30
|
||||||
Debt
forgiven
|
729
|
-
|
729
|
-
|
729
|
||||||
729
|
-
|
745
|
16
|
759
|
|||||||
NET
LOSS FOR THE PERIOD
|
(25,273)
|
(40,293)
|
(53,419)
|
(76,028)
|
(1,073,062)
|
||||||
CURRENCY
TRANSLATION ADJUSTMENT
|
(9,279)
|
1,923
|
(16,153)
|
2,122
|
(13,447)
|
||||||
COMPREHENSIVE
LOSS FOR THE PERIOD
|
$
|
(34,552)
|
$
|
(38,370)
|
$
|
(69,572)
|
$
|
(73,906)
|
$
|
(1,086,509)
|
|
Basic
and diluted loss per share
|
$
|
(0.00)
|
$
|
(0.01)
|
$
|
(0.01)
|
$
|
(0.01)
|
|||
Weighted
average number of common shares outstanding - basic and
diluted
|
6,771,293
|
6,771,293
|
6,771,293
|
6,771,293
|
|||||||
(See
accompanying notes to the financial
statements)
|
F-2
-3-
INSIGHTFULMIND
LEARNING, INC.
|
|||||||
(A
Development Stage Company)
|
|||||||
STATEMENTS
OF IN STOCKHOLDERS' EQUITY (DEFICIENCY)
|
|||||||
December
3, 2001 (inception) to September 30, 2009
|
|||||||
(Expressed
in U.S. Dollars)
|
|||||||
(Unaudited)
|
|||||||
DEFICIT
|
ACCUMULATED
|
||||||
ACCUMULATED
|
OTHER
|
TOTAL
|
|||||
ADDITIONAL
|
DURING
|
COMPREHENSIVE
|
STOCKHOLDERS'
|
||||
COMMON
STOCK
|
PAID-IN
|
DEVELOPMENT
|
INCOME
|
EQUITY
|
|||
SHARES
|
AMOUNT
|
CAPITAL
|
STAGE
|
(LOSS)
|
(DEFICIENCY)
|
||
Stock
issued for service at $0.105 per share
|
|||||||
on
December 5, 2001
|
37,500
|
3,931
|
-
|
-
|
-
|
3,931
|
|
Stock
issued for cash at $0.0004 per share
|
|
||||||
on
December 5, 2001, revalued at $0.105 per share
|
3,375,000
|
353,767
|
-
|
-
|
-
|
353,767
|
|
Stock
issued for cash at $0.105 per share
|
|||||||
on
December 5, 2001
|
150,000
|
15,722
|
-
|
-
|
-
|
15,722
|
|
Stock-based
compensation on 75,000 options granted
|
-
|
-
|
6,026
|
-
|
-
|
6,026
|
|
Comprehensive
income (loss):
|
|||||||
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
(9)
|
(9)
|
|
(Loss)
for the period
|
-
|
-
|
-
|
(376,277)
|
-
|
(376,277)
|
|
Balance,
March 31, 2002
|
3,562,500
|
373,420
|
6,026
|
(376,277)
|
(9)
|
3,160
|
|
Stock
issued for cash at $0.110 per share
|
|||||||
on
April 5, 2002
|
117,647
|
12,916
|
-
|
-
|
-
|
12,916
|
|
Stock
issued for cash at $0.145 per share
|
|||||||
on
June 18, 2002
|
44,445
|
6,458
|
-
|
-
|
-
|
6,458
|
|
Exercise
of warrants at $0.110 per share
|
|||||||
on
August 15, 2002
|
117,647
|
12,916
|
-
|
-
|
-
|
12,916
|
|
Stock
issued for cash at $0.145 per share
|
|||||||
on
December 16, 2002
|
22,222
|
3,229
|
-
|
-
|
-
|
3,229
|
|
on
January 10, 2003
|
22,223
|
3,229
|
-
|
-
|
-
|
3,229
|
|
on
January 21, 2003
|
44,445
|
6,458
|
-
|
-
|
-
|
6,458
|
|
on
March 7, 2003
|
102,845
|
14,944
|
-
|
-
|
-
|
14,944
|
|
on
March 13, 2003
|
13,822
|
2,008
|
-
|
-
|
-
|
2,008
|
|
Stock
issued for debt at $0.145 per share
|
|||||||
on
January 15, 2003
|
11,111
|
1,615
|
-
|
-
|
-
|
1,615
|
|
Imputed
interest from shareholder loan
|
-
|
-
|
340
|
-
|
-
|
340
|
|
Stock-based
compensation on 25,000 options granted
|
-
|
-
|
1,957
|
-
|
-
|
1,957
|
|
Comprehensive
income (loss):
|
|||||||
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
197
|
197
|
|
(Loss)
for the year
|
-
|
-
|
-
|
(67,360)
|
-
|
(67,360)
|
|
Balance,
March 31, 2003
|
4,058,907
|
437,194
|
8,323
|
(443,637)
|
188
|
2,068
|
|
Stock
issued for cash at $0.167 per share
|
|||||||
on
April 2, 2003
|
44,445
|
7,403
|
-
|
-
|
-
|
7,403
|
|
on
May 13, 2003
|
22,223
|
3,702
|
-
|
-
|
-
|
3,702
|
|
on
May 21, 2003
|
22,223
|
3,702
|
-
|
-
|
-
|
3,702
|
|
on
June 23, 2003
|
66,667
|
11,105
|
-
|
-
|
-
|
11,105
|
|
on
August 1, 2003
|
22,222
|
3,702
|
-
|
-
|
-
|
3,702
|
|
on
August 6, 2003
|
22,223
|
3,702
|
-
|
-
|
-
|
3,702
|
|
on
October 24, 2003
|
25,000
|
4,164
|
-
|
-
|
-
|
4,164
|
|
on
November 18, 2003
|
25,000
|
4,164
|
-
|
-
|
-
|
4,164
|
|
(See
accompanying notes to the financial
statements)
|
F-3
-4-
INSIGHTFULMIND
LEARNING, INC.
|
|||||||
(A
Development Stage Company)
|
|||||||
STATEMENTS
OF IN STOCKHOLDERS' EQUITY (DEFICIENCY)
|
|||||||
December
3, 2001 (inception) to September 30, 2009
|
|||||||
(Expressed
in U.S. Dollars)
|
|||||||
(Unaudited)
|
|||||||
DEFICIT
|
ACCUMULATED
|
||||||
ACCUMULATED
|
OTHER
|
TOTAL
|
|||||
ADDITIONAL
|
DURING
|
COMPREHENSIVE
|
STOCKHOLDERS'
|
||||
COMMON
STOCK
|
PAID-IN
|
DEVELOPMENT
|
INCOME
|
EQUITY
|
|||
SHARES
|
AMOUNT
|
CAPITAL
|
STAGE
|
(LOSS)
|
(DEFICIENCY)
|
||
Stock
issued for debt at $0.167 per share
|
|||||||
on
April 15, 2003
|
11,111
|
1,851
|
-
|
-
|
-
|
1,851
|
|
on
July 15, 2003
|
11,111
|
1,851
|
-
|
-
|
-
|
1,851
|
|
on
October 15, 2003
|
11,111
|
1,851
|
-
|
-
|
-
|
1,851
|
|
Comprehensive
income (loss):
|
|||||||
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
(265)
|
(265)
|
|
(Loss)
for the year
|
-
|
-
|
-
|
(63,056)
|
-
|
(63,056)
|
|
Balance,
March 31, 2004
|
4,342,243
|
484,390
|
8,323
|
(506,693)
|
(77)
|
(14,057)
|
|
Stock
issued for cash at $0.078 per share
|
|||||||
on
June 15, 2004
|
600,000
|
47,054
|
-
|
-
|
-
|
47,054
|
|
on
June 30, 2004
|
200,000
|
15,685
|
-
|
-
|
-
|
15,685
|
|
on
December 17, 2004
|
755,000
|
59,210
|
-
|
-
|
-
|
59,210
|
|
Forgiveness
of debt by a director and shareholder
|
-
|
-
|
3,921
|
-
|
-
|
3,921
|
|
Comprehensive
income (loss):
|
|||||||
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
(12,847)
|
(12,847)
|
|
(Loss)
for the year
|
-
|
-
|
-
|
(65,452)
|
-
|
(65,452)
|
|
Balance,
March 31, 2005
|
5,897,243
|
606,339
|
12,244
|
(572,145)
|
(12,924)
|
33,514
|
|
Exercise
of warrants at $0.084 per share
|
|||||||
on
July 28, 2005
|
100,000
|
8,385
|
-
|
-
|
-
|
8,385
|
|
on
September 14, 2005
|
50,000
|
4,193
|
-
|
-
|
-
|
4,193
|
|
Stock
issued for debt at $0.084 per share
|
|||||||
on
March 15, 2006
|
197,800
|
16,586
|
-
|
-
|
-
|
16,586
|
|
Forgiveness
of debt by a director and shareholder
|
-
|
-
|
34,798
|
-
|
-
|
34,798
|
|
Imputed
interest from shareholder loan
|
-
|
-
|
350
|
-
|
-
|
350
|
|
Stock-based
compensation on 450,000 options granted
|
-
|
-
|
31,972
|
-
|
-
|
31,972
|
|
Comprehensive
income (loss):
|
|||||||
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
1,059
|
1,059
|
|
(Loss)
for the year
|
-
|
-
|
-
|
(112,773)
|
-
|
(112,773)
|
|
Balance,
March 31, 2006
|
6,245,043
|
635,503
|
79,364
|
(684,918)
|
(11,865)
|
18,083
|
|
Stock
issued for cash at $0.088 per share
|
|||||||
on
November 24, 2006
|
300,000
|
26,369
|
-
|
-
|
-
|
26,369
|
|
on
December 7, 2006
|
200,000
|
17,579
|
-
|
-
|
-
|
17,579
|
|
Forgiveness
of debt by a director and shareholder
|
-
|
-
|
31,643
|
-
|
-
|
31,643
|
|
Imputed
interest from shareholder loan
|
-
|
-
|
939
|
-
|
-
|
939
|
|
Stock-based
compensation on 100,000 options granted
|
-
|
-
|
7,932
|
-
|
-
|
7,932
|
|
Comprehensive
income (loss):
|
|||||||
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
(108)
|
(108)
|
|
(Loss)
for the year
|
-
|
-
|
-
|
(65,430)
|
-
|
(65,430)
|
|
(See
accompanying notes to the financial statements)
F-4
-5-
|
INSIGHTFULMIND
LEARNING, INC.
|
||||||||
(A
Development Stage Company)
|
||||||||
STATEMENTS
OF IN STOCKHOLDERS' EQUITY (DEFICIENCY)
|
||||||||
December
3, 2001 (inception) to September 30, 2009
|
||||||||
(Expressed
in U.S. Dollars)
|
||||||||
(Unaudited)
|
||||||||
DEFICIT
|
ACCUMULATED
|
|||||||
ACCUMULATED
|
OTHER
|
TOTAL
|
||||||
ADDITIONAL
|
DURING
|
COMPREHENSIVE
|
STOCKHOLDERS'
|
|||||
COMMON
STOCK
|
PAID-IN
|
DEVELOPMENT
|
INCOME
|
EQUITY
|
||||
SHARES
|
AMOUNT
|
CAPITAL
|
STAGE
|
(LOSS)
|
(DEFICIENCY)
|
|||
Balance,
March 31, 2007
|
6,745,043
|
679,451
|
119,877
|
(750,348)
|
(11,973)
|
37,006
|
||
Stock
issued for debt at $0.097 per share
|
||||||||
on
May 4, 2007
|
26,250
|
2,548
|
-
|
-
|
-
|
2,548
|
||
Forgiveness
of debt by a director and shareholder
|
-
|
-
|
34,950
|
-
|
-
|
34,950
|
||
Imputed
interest from shareholder loan
|
-
|
-
|
1,126
|
-
|
-
|
1,126
|
||
Stock-based
compensation on 100,000 options granted
|
-
|
-
|
8,787
|
-
|
-
|
8,787
|
||
Comprehensive
income (loss):
|
||||||||
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
4,447
|
4,447
|
||
(Loss)
for the year
|
-
|
-
|
-
|
(96,432)
|
-
|
(96,432)
|
||
Balance,
March 31, 2008
|
6,771,293
|
681,999
|
164,740
|
(846,780)
|
(7,526)
|
(7,567)
|
||
Forgiveness
of debt by a director and shareholder
|
-
|
-
|
31,932
|
-
|
-
|
31,932
|
||
Imputed
interest from shareholder loan
|
-
|
-
|
2,228
|
-
|
-
|
2,228
|
||
Stock-based
compensation
|
-
|
-
|
55,180
|
-
|
-
|
55,180
|
||
Comprehensive
income (loss):
|
||||||||
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
10,232
|
10,232
|
||
(Loss)
for the year
|
-
|
-
|
-
|
(172,863)
|
-
|
(172,863)
|
||
Balance,
March 31, 2009
|
6,771,293
|
681,999
|
254,080
|
(1,019,643)
|
2,706
|
(80,858)
|
||
Forgiveness
of debt by a director and shareholder
|
-
|
-
|
15,898
|
-
|
-
|
15,898
|
||
Imputed
interest from shareholder loan
|
-
|
-
|
2,212
|
-
|
-
|
2,212
|
||
Stock-based
compensation
|
-
|
-
|
-
|
-
|
-
|
-
|
||
Comprehensive
income (loss):
|
||||||||
Currency
translation adjustment
|
-
|
-
|
-
|
-
|
(16,153)
|
(16,153)
|
||
(Loss)
for the period
|
-
|
-
|
-
|
(53,419)
|
-
|
(53,419)
|
||
Balance,
September 30, 2009
|
6,771,293
|
$681,999
|
$272,190
|
$
(1,073,062)
|
$(13,447)
|
$
(132,320)
|
||
(See
accompanying notes to the financial
statements)
|
F-5
-6-
(A
Development Stage Enterprise)
|
||||||||
STATEMENTS
OF CASH FLOWS
|
||||||||
(Expressed
in U.S. Dollars)
|
||||||||
(Unaudited)
|
||||||||
Cumulative
from
|
||||||||
Six
months ended
|
inception
|
|||||||
September
30,
|
(December
3, 2001) to
|
|||||||
2009
|
2008
|
September
30, 2009
|
||||||
OPERATING
ACTIVITIES
|
||||||||
Net
(loss) for the period
|
$
|
(53,419)
|
$
|
(76,028)
|
$
|
(1,073,062)
|
||
Adjustments
to reconcile net loss to net cash
|
||||||||
used
in operating activities:
|
||||||||
Amortization
|
1,099
|
4,609
|
35,620
|
|||||
Foreign
exchange gain/loss
|
30
|
-
|
(23,666)
|
|||||
Forgiveness
of debt
|
16,627
|
17,545
|
153,871
|
|||||
Imputed
interests
|
2,212
|
793
|
7,194
|
|||||
Share
issued for services / debts
|
-
|
-
|
26,301
|
|||||
Stock
based compensation
|
-
|
-
|
466,165
|
|||||
Write
down of website development costs
|
-
|
-
|
14,145
|
|||||
Changes
in non-cash working capital:
|
||||||||
Goods
and service tax receivable
|
2,045
|
2,735
|
(456)
|
|||||
Prepaid
expenses
|
306
|
(525)
|
12,660
|
|||||
Accounts
payables and accrued liabilities
|
(3,386)
|
14,354
|
5,991
|
|||||
NET
CASH USED IN OPERATING ACTIVITIES
|
(34,487)
|
(36,517)
|
(375,238)
|
|||||
INVESTING
ACTIVITIES
|
||||||||
Equipment
|
-
|
-
|
(1,871)
|
|||||
Website
development costs
|
-
|
-
|
(44,393)
|
|||||
Intangible
asset
|
-
|
-
|
(369)
|
|||||
NET
CASH USED IN INVESTING ACTIVITIES
|
-
|
-
|
(46,633)
|
|||||
FINANCING
ACTIVITIES
|
||||||||
Issuance
of common shares
|
-
|
-
|
299,431
|
|||||
Loan
from a shareholder
|
28,705
|
38,990
|
124,103
|
|||||
NET
CASH FROM FINANCING ACTIVITIES
|
28,705
|
38,990
|
423,534
|
|||||
EFFECT
OF EXCHANGE RATE ON CASH
|
83
|
(78)
|
(479)
|
|||||
NET
INCREASE (DECREASE) IN CASH
|
(5,699)
|
2,395
|
1,184
|
|||||
CASH
AND CASH EQUIVALENTS
|
||||||||
(BANK
INDEBTEDNESS) - Beginning of Period
|
6,883
|
(26)
|
-
|
|||||
CASH AND CASH EQUIVALENTS
- End of Period
|
$
|
1,184
|
$
|
2,369
|
$
|
1,184
|
||
SUPPLEMENTAL
CASH FLOWS INFORMATION
|
||||||||
Interest
expense
|
$
|
100
|
$
|
-
|
$
|
327
|
||
Taxes
|
$
|
-
|
$
|
-
|
$
|
-
|
||
NON-CASH
FINANCING ACTIVITIES
|
||||||||
None
|
$
|
-
|
$
|
-
|
$
|
-
|
||
(See
accompanying notes to the financial
statements)
|
F-6
-7-INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note 1 – Nature of
Operations
InsightfulMind
Learning, 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.
The
Company is engaged primarily in the development of educational courses which it
markets on the internet. The Company is located in the City of Vancouver,
Province of British Columbia, Canada.
On August
10, 2009, the Company entered into an agreement (the “Share Purchase Agreement”)
to acquire all of the issued and outstanding shares of Coronus Energy Corp.
(“Coronus”), a start-up stage company founded to deploy and operate
utility-scale solar power systems in the State of California. Under the Share
Purchase Agreement, the Company is to acquire all of the outstanding shares of
Coronus in exchange for 1,000,000 common shares of the Company, at a deemed
value of $0.05 per share. Authorization and approval of the Share Purchase
Agreement and the issuance of the 1,000,000 common shares was subject to
shareholder approval, which was obtained on October 13, 2009.
The Share
Purchase Agreement required that 1,012,500 common shares of the Company held by
Mr. Jeff Thachuk, President of the Company, be transferred to Mr. Mark Burgert,
the sole principal of Coronus, that an aggregate of 452,500 stock options of the
Company held by various persons be cancelled, and that Mr. Thachuk be appointed
as a director and the Chairman, CEO, CFO, Secretary and Treasurer of Coronus,
with Mr. Burgert continuing to hold the office of President of Coronus. On
August 19, 2009, the transfer to Mr. Burgert of the 1,012,500 common shares was
effected. On August 10, 2009, the cancellation of the 452,500 stock options and
the appointments of Mr. Thachuk were effected.
The Share
Purchase Agreement stipulates the transfer to Mr. Burgert of the 1,012,500
common shares was to occur not less than 61 days prior to the closing date. With
the obtainment of shareholder approval and the passing of the 61 days, the
Company is now in a position to close on the Share Purchase Agreement and
intends to do so in early November, 2009. Upon closing, the Company will engage
Mr. Burgert as a consultant, and in consideration for this engagement, grant to
Mr. Burgert an aggregate of 175,000 options exercisable at a price of $0.13 per
share. Additionally, upon closing, the 4,525,000 common shares of the Company
then collectively held between Messrs. Thachuk and Burgert will be placed into
voluntary escrow, to be released to each of them on the basis of one common
share each for each $1.00 earned in revenue by the Company on a consolidated
basis
F-7
-8-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
2 – Basis of Presentation – Going Concern Uncertainties
The
Company is considered a development stage company as defined by Financial
Accounting Standards Board Statement No. 7. The accompanying financial
statements have been prepared in conformity with generally accepted accounting
principles in United States, which contemplate continuation of the Company as a
going concern. However, the Company has limited operations and has
sustained operating losses in recent years resulting in an accumulated deficit.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon the continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financing requirements, and the success of its future operations.
The
Company's ability to continue as a going concern is in substantial doubt and is
dependent upon obtaining additional financing and/or achieving a sustainable
profitable level of operations. Management plans to obtain additional financing
through the issuance of shares, in order to allow the Company to complete its
development phase and commence earning revenue. These financial statements
do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern and therefore be required to realize its
assets and discharge its liabilities other than in the normal course of
business.
The
Company will seek additional equity as necessary and it expects to raise funds
through private or public equity investment in order to support existing
operations and expand the range of its business. There is no assurance that such
additional funds will be available for the Company on acceptable terms, if at
all.
Information
on the Company’s working capital and deficit is:
September
30,
|
March
31,
|
|||
2009
|
2009
|
|||
Working
capital (deficit)
|
$
|
(136,238)
|
$
|
(85,179)
|
Deficit
|
1,073,062
|
1,019,643
|
Note
3 – Summary of Significant Accounting Policies
(a) Basis
of Accounting
The
financial statements are presented in U.S. dollars and have been prepared in
accordance with generally accepted accounting principles of United States of
America (“US GAAP”).
F-8
-9-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
3 – Summary of Significant Accounting Policies - Continued
(b) Use
of estimates
The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from the
estimates.
(c)
Foreign currency translation and transactions
The
Company’s functional currency is Canadian dollars. Transactions in other
currencies are recorded in Canadian dollars at the rates of exchange prevailing
when the transactions occur. Monetary assets and liabilities denominated in
other currencies are translated into Canadian dollars at rates of exchange in
effect at the balance sheet dates. Exchange gains and losses are recorded in the
statements of operations.
The
Company has chosen U.S. dollars as its reporting currency. Assets and
liabilities are translated into the reporting U.S. dollars at exchange rates at
the balance sheet date, equity accounts are translated at historical exchange
rate and revenues and expenses are translated by using the average exchange
rates. Accumulated translation adjustments are reported as a separate component
of other comprehensive income (loss) in the statement of stockholders’ equity
(deficiency).
(d) Cash
and cash equivalents
Cash and
cash equivalents are highly liquid investments, such as cash on hand and term
deposits with major financial institutions, having a term to maturity of three
months or less at the date of acquisition that are readily convertible to known
amounts of cash. As at September 30, 2009 and March 31, 2009, there were no cash
equivalents.
(e)
Equipment
Equipment
is recorded at cost less accumulated amortization. Equipment is amortized over
estimated useful lives using the following rates and methods:
Office
equipment
|
20%
|
declining
balance method
|
|
Computer
equipment
|
30%
|
declining
balance method
|
|
Computer
software
|
100%
|
declining
balance method
|
Amortization
is provided at one half of the stated rates in the year of
acquisition.
F-9
-10-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
3 – Summary of Significant Accounting Policies - Continued
(f)
Concentration of credit risk
The
Company places its cash and cash equivalents with high credit quality financial
institutions. At September 30, 2009, the Company had $nil (March 31, 2009 -
$nil) in a bank beyond insured limits.
(g)
Website development costs
Website
development costs are for the development of the Company's corporate website and
web-based courses. These costs have been capitalized when acquired or developed,
and installed, and are being amortized over their estimated useful life of three
years on a straight line basis. The Company accounts for these costs in
accordance with EITF 00-2, Accounting for Website Development
Costs, which specifies the appropriate accounting for costs incurred in
connection with the development and maintenance of websites. Amortization
expense totals to $536 (2008: $2,230) and $1,041 (2008: $4,531) for the
three-month and six-month periods ended September 30, 2009
respectively.
(h)
Intangible assets
On
January 8, 2008, the Company obtained the registered trademark “MathNote” from
the United States Patent and Trademark Office. Intangible asset represents the
trademark and is recorded at cost less accumulated amortization. The trademark
is amortized over its estimated useful life of 10 years.
On April
1, 2009, the Company adopted FASB Staff Position No. 142-3, Determination of the Useful Life of
Intangible Assets (“FSP 142-3”). FSP 142-3 amends the factors that should
be considered in developing assumptions about renewal or extension used in
estimating the useful life of a recognized intangible asset under SFAS
No. 142, Goodwill and
Other Intangible Assets (“SFAS 142”). This standard is intended to
improve the consistency between the useful life of a recognized intangible asset
under SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS No. 141 (revised 2007), Business Combinations (“SFAS
141(R)”) and other GAAP. The measurement provisions of this standard applied
only to intangible assets acquired after the effective date.
F-10
-11-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
3 – Summary of Significant Accounting Policies - Continued
(i)
Impairment of long lived assets
Long-lived
assets of the Company are reviewed for impairment whenever events or changes in
circumstances indicate that their carrying value has become impaired, in
accordance with the guidance established in Statement of Financial Accounting
Standards (“SFAS”) No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. An impairment loss would be recognized
when the carrying amount of an asset exceeds the estimated undiscounted future
cash flows expected to result from the use of the asset and its eventual
disposition. The amount of the impairment loss to be recorded is calculated by
the excess of the asset’s carrying value over its fair value. Fair value is
generally determined using a discounted cash flow analysis.
(j) Asset
retirement obligation
The
Company has adopted SFAS No.143, Reporting Asset Retirement
Obligations. An asset retirement obligation is a legal obligation
associated with the retirement of tangible long-lived assets that the Company is
required to settle. The Company recognizes the fair value of a liability for an
asset retirement obligation in the period in which it is incurred when a
reasonable estimate of fair value can be made. The carrying amount of the
related long-lived asset is increased by the same amount as the liability. To
date, the Company has not incurred any asset retirement
obligations.
(k)
Advertising expenses
Advertising
costs are expensed as incurred. Advertising expense for the three-month and
six-month periods ended September 30, 2009 was $488 (2008: $1,079) and $1,458
(2008: $1,518) respectively.
(l) Stock
based compensation
The
Company adopted SFAS No. 123 (revised 2004), Share-Based Payment, to
account for its stock options and similar equity instruments issued.
Accordingly, compensation costs attributable to stock options or similar equity
instruments granted are measured at the fair value at the grant date, and
expensed over the expected vesting period. SFAS No. 123 (revised) requires
excess tax benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid. Prior to the adoption of SFAS No. 123 (revised 2004),
the Company adopted the fair value method of accounting for stock-based
compensation as recommended by the Statement of Financial Accounting Standards
No. 123, Accounting for
Stock-based Compensation.
F-11
-12-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
3 – Summary of Significant Accounting Policies - Continued
(m) Loss
per share
Basic
loss per share is calculated using the weighted average number of shares
outstanding during the year. The Company has adopted SFAS No.128, Earnings per Share, and uses
the treasury stock method to compute the dilutive effect of options, warrants
and similar instruments. Under this method, the dilutive effect on loss per
share is recognized on the use of the proceeds that could be obtained upon
exercise of options, warrants and similar instruments. It assumes that the
proceeds would be used to purchase common shares at the average market price
during the period. Diluted loss per share is equal to basic loss per share
because there are no potential dilutive securities.
On April
1, 2009, the Company adopted Financial Accounting Standards Board (“FASB”)
issued FSP EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions are Participating
Securities. FSP EITF 03-6-1 addresses whether instruments
granted in share-based payment transactions are participating securities prior
to vesting and affects entities that accrue cash dividends on share-based
payment awards during the awards’ service period when the dividends do not need
to be returned if the employees forfeit the awards. FSP EITF 03-6-1
states that all outstanding unvested share-based payment awards that contain
rights to nonforfeitable dividends participate in undistributed earnings with
common shareholders and, therefore, need to be included in the earnings
allocation in computing earnings per share under the two-class
method. The adoption of FSP EITF 03-6-1 does not have a material
impact on the Company’s financial statements.
(n)
Income taxes
The
Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes,
which requires the Company to recognize deferred tax liabilities and assets for
the expected future tax consequences of events that have been recognized in the
Company’s financial statements or tax returns using the liability method. Under
this method, deferred tax liabilities and assets are determined based on the
temporary differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. The effect on deferred income tax assets
and liabilities of a change in income tax rates is included in the period that
includes the enactment date. Valuation allowances are established when necessary
to reduce deferred income tax assets to the amount expected to be
realized.
F-12
-13-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
3 – Summary of Significant Accounting Policies - Continued
(o) Fair
value of financial instruments
The
estimated fair values for financial instruments under SFAS No. 107, Disclosure about Fair Value of
Financial Instruments, are determined at discrete points in time based on
relevant market information. These estimates involve uncertainties and can not
be determined with precision. The estimated fair value of the Company’s
financial instruments includes cash and cash equivalents, accounts payable and
accrued liabilities and loan from a shareholder. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments. The fair
value of these financial instruments approximates their carrying values, unless
otherwise noted.
On April
1, 2009, the Company adopted SFAS No. 157, Fair Value Measurements,
which defines fair value, establishes a framework for measuring fair value in
GAAP, and expands disclosures about fair value measurements. SFAS No. 157 does
not require any new fair value measurements, but provides guidance on how to
measure fair value by providing a fair value hierarchy used to classify the
source of the information. The fair value hierarchy distinguishes between
assumptions based on market data (observable inputs) and an entity’s own
assumptions (unobservable inputs). The hierarchy consists of three
levels:
·
|
Level
one – Quoted market prices in active markets for identical assets or
liabilities;
|
·
|
Level
two – Inputs other than level one inputs that are either directly or
indirectly observable; and
|
·
|
Level
three – Unobservable inputs developed using estimates and assumptions,
which are developed by the reporting entity and reflect those assumptions
that a market participant would
use.
|
The
adoption of SFAS 157 has no material effect on the Company’s financial position
or results of operations. The book values of cash and cash equivalents, accounts
and note payable approximate their respective fair values due to the short-term
nature of these instruments. The Company has no assets or liabilities that are
measured at fair value on a recurring basis. There were no assets or liabilities
measured at fair value on a non-recurring basis during the period ended
September 30, 2009.
On April
1, 2009, the Company adopted the FASB Staff Position No. FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active, which
addresses the application of Statement of Financial Accounting Standards
(“SFAS”) No.157 for illiquid financial instruments. FSP FAS 157-3
clarifies that approaches to determining fair value other than the market
approach may be appropriate when the market for a financial asset is not
active. The adoption of FSP FAS 157-3 does not have a material effect
on the Company’s financial statements.
F-13
-14-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
3 – Summary of Significant Accounting Policies - Continued
(o) Fair
value of financial instruments - Continued
On April
1, 2009, the Company adopted the FASB Staff Position No. FAS 157-4 ("FSP FAS
157-4"), "Determining Fair Value When the Volume and Level of Activity for the
Asset or Liability Have Significantly Decreased and Identifying Transactions
That Are Not Orderly". The FSP provides additional guidance for estimating fair
value in accordance with FASB Statement No. 157, Fair Value Measurements, when
the volume and level of activity for the asset or liability have significantly
decreased. This FSP also includes guidance on identifying circumstances that
indicate a transaction is not orderly. The adoption of this FSP does not have a
material impact on the Company’s financial statements.
On April
1, 2009, the Company adopted FASB Staff Position No. FAS 107-1 and APB 28-1
("FSP FAS 107-1 and APB 28-1"), Interim Disclosures about Fair Value
of Financial Instruments. The FSP amends SFAS 107, Disclosure about Fair Value of
Financial Instruments, and Accounting Principles Board Opinion No. 28,
Interim Financial
Reporting, to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well
as in annual financial statements. Adoption of this FSP does not have a material
impact on the Company’s financial statements.
On April
1, 2009, the Company adopted FASB Staff Position No. FSP FAS 115-2 and FAS 124-2
("FSP FAS 115-2 and FAS 124-2"), Recognition and Presentation of
Other-Than-Temporary Impairments. The FSP amends the other-than-temporary
impairment guidance in U.S. GAAP for debt securities to make the guidance more
operational and to improve the presentation and disclosure of
other-than-temporary impairments on debt and equity securities in the financial
statements. This FSP does not amend existing recognition and measurement
guidance related to other-than-temporary impairments of equity securities. The
adoption of this FSP does not have a material impact on the Company’s financial
statements.
(p)
Comprehensive income (loss)
The
Company accounts for comprehensive income under the provisions of SFAS No. 130,
Reporting Comprehensive
Income, which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. The Company is
disclosing this information on its Statements of Operations and Comprehensive
Income (Loss). The Company’s comprehensive income (loss) consists of net
earnings (loss) for the year and currency translation adjustments.
(q)
Revenue recognition
The
Company’s revenue consists of sales of internet educational courses to end-users
through the Company’s website which is recognized when services are rendered and
payments are received or rights to receive consideration are obtained and
collection of consideration is reasonably assured.
F-14
-15-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
3 – Summary of Significant Accounting Policies – Continued
(r)
Subsequent Events
On April
1, 2009, the Company adopted the Financial Accounting Standards Board (“FASB”)
issued FASB No. 165, Subsequent Events (“SFAS
165”). SFAS 165 establishes general standards of accounting for disclosing
events that occur after the balance sheet date but before financial statements
are issued or are available to be issued. It requires the disclosure of the date
through which an entity has evaluated subsequent events and the basis for
selecting that date, that is, whether that date represents the date the
financial statements were issued or were available to be issued. The adoption of
the standard did not have a material impact on the Company.
(s)
Accounting Codification
On April
1, 2009, the Company adopted the FASB issued FASB No. 168 The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles - a
replacement of FASB Statement No. 162 (“SFAS 168”). SFAS 168
establishes the FASB Accounting Standards Codification as the source of
authoritative accounting principles recognized by the FASB to be applied by
non-governmental entities in the preparation of financial statements in
conformity with GAAP in the United States. The adoption of the standard did not
have a material impact on the Company.
(t)
Recent Accounting Pronouncements
In
June 2009, the FASB issued FASB No. 166, Accounting for Transfers of
Financial Assets — an amendment of FASB Statement No. 140 (“SFAS
166”). SFAS 166 requires additional disclosures about the transfer and
derecognition of financial assets and eliminates the concept of qualifying
special-purpose entities under SFAS 140. SFAS 166 is effective for fiscal years
beginning after November 15, 2009. The adoption of the standard will not
have a material impact on the Company.
In June
2009, the FASB issued Statement No. 167, Amendments to FASB Interpretation No. 46(R).
Statement 167 amends the evaluation criteria to identify the primary beneficiary
of a variable interest entity provided by FASB Interpretation No. 46(R) Consolidation of Variable Interest
Entities—An Interpretation of ARB No. 51. Additionally, Statement 167
requires ongoing reassessments of whether an enterprise is the primary
beneficiary of the variable interest entity. The Company is currently evaluating
the impact of its pending adoption on the Company’s consolidated 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.
F-15
-16-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
4 - Equipment
Equipment
at September 30, 2009 and March 31, 2009 is summarized as follows:
Accumulated
|
Net
book
|
|||||
September
30, 2009
|
Cost
|
depreciation
|
value
|
|||
Office
equipment
|
$
|
1,279
|
$
|
1,029
|
$
|
250
|
Computer
equipment
|
979
|
893
|
86
|
|||
$
|
2,258
|
$
|
1,922
|
$
|
336
|
|
Accumulated
|
Net
book
|
|||||
March
31, 2009
|
Cost
|
depreciation
|
value
|
|||
Office
equipment
|
$
|
1,088
|
$
|
852
|
$
|
236
|
Computer
equipment
|
833
|
747
|
86
|
|||
$
|
1,921
|
$
|
1,599
|
$
|
322
|
Note
5 - Website Development Costs
The
Company’s website development was substantially completed in October 2005 and
the capitalized cost is amortized over 3 years. The website development costs
are summarized as follows:
Accumulated
|
Net
book
|
|||||
September
30, 2009
|
Cost
|
amortization
|
value
|
|||
Website
development costs
|
$
|
26,013
|
$
|
22,714
|
$
|
3,299
|
Accumulated
|
Net
book
|
|||||
March 31,
2009
|
Cost
|
amortization
|
value
|
|||
Website
development costs
|
$
|
22,132
|
$
|
18,389
|
$
|
3,743
|
F-16
-17-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
6 - Intangible Assets
Intangible
asset at September 30, 2009 and March 31, 2009 is summarized as
follows:
Accumulated
|
Net
book
|
|||||
September
30, 2009
|
Cost
|
amortization
|
value
|
|||
Trademark
|
$
|
354
|
$
|
71
|
$
|
283
|
Accumulated
|
Net
book
|
|||||
March 31,
2009
|
Cost
|
amortization
|
value
|
|||
Trademark
|
$
|
301
|
$
|
45
|
$
|
256
|
Note
7 - Loan From A Shareholder
Loan from
a shareholder represents a series of loans from a director and shareholder of
the Company which are unsecured, non-interest bearing and due on demand. The
Company charged imputed interest of 4% per annum and recorded as additional paid
in capital of $2,212 (2008 - $793) for the six months ended September 30,
2009.
A
director and shareholder of the Company waived $15,898 ($17,545) of the
management fee payable for his services rendered during the period ended
September 30, 2009. The amount was recorded as additional paid in capital during
the period ended September 30, 2009.
Note
8 - Stockholders’ Equity
(a)
Common Stock
On
December 5, 2001, the Company (i) issued 3,375,000 common shares for cash to the
founder and sole director of the Company at $0.0004 per share; (ii) issued
37,500 common shares for service to a party related to the founder of the
Company at $0.105 per share; and (iii) issued 150,000 common shares for cash to
the sole director of the Company pursuant to a private placement at $0.105 per
share. The Company recorded the 3,375,000 shares issued to the founder at fair
value at $0.105 per share and recorded a stock based compensation of
$352,337.
On April
1, 2002, the board of directors approved a 1.5 for 1 forward stock split of the
Company’s issued and outstanding shares of common stock. These Financial
Statements of the Company have been restated to reflect the 1.5 for 1 forward
stock split.
F-17
-18-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
8 - Stockholders’ Equity - Continued
(a)
Common Stock – Continued
For the
fiscal year ended March 31, 2003, the Company issued (i) 117,647 units for cash
at $0.110 per unit for total proceeds of $12,916; (ii) issued 250,002 common
shares for cash at $0.145 per share for total proceeds of $36,326; (iii) issued
117,647 common shares upon the exercise of warrants for cash at $0.110 per share
for total proceeds of $12,916; and (iv) issued 11,111 common shares for the
settlement of debt at $0.145 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 $0.110 per share. The
Company adopted the residual approach and allocated the total proceeds to the
common shares and $nil to the share purchase warrants.
For the
fiscal year ended March 31, 2004, the Company (i) issued 250,003 common shares
for cash at $0.167 per share for total proceeds of $41,644; and (ii) issued
33,333 common shares for the settlement of the debt at $0.167 for the total debt
of $5,552.
For the
fiscal year ended March 31, 2005, the Company (i) issued 600,000 units for cash
at $0.078 per unit for total proceeds of $47,054; and (ii) issued 955,000 common
shares for cash at $0.078 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 $0.078 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 150,000 common shares
at $0.084 per share pursuant to the exercise of warrants for total proceeds of
$12,578; and (ii) issued 197,800 common shares at $0.084 per share for the
settlement of debt of $16,586.
For the
fiscal year ended March 31, 2007, the Company issued 500,000 common shares for
cash at $0.088 per share for total proceeds of $43,948.
For the
fiscal year ended March 31, 2008, the Company issued 26,250 common shares at
$0.097 per share for the settlement of debt of $2,548.
(b)
Stock Options
Since
inception, the Company has entered into various stock option agreements with its
directors, employees and consultants.
On
November 3, 2008, the Company’s board of directors approved to denominate the
exercise price of outstanding stock options of 550,000, 75,000 and 25,000 at
exercise prices of $0.13, $0.14 and $0.21 per share in U.S. dollars,
respectively. The transaction is regarded as cancellation of original stock
options previously granted and then granted on the same day with the same number
of stock options with the same terms except the exercise prices are denominated
in U.S. dollars.
F-18
-19-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
8 - Stockholders’ Equity - Continued
(b)
Stock Options – Continued
The fair
value of each option granted for the year ended March 31, 2009 has been
estimated as of the date of the grant using the Black-Scholes option pricing
model with the following weighted average assumptions:
Year
ended
|
|
March
31, 2009
|
|
Expected
volatility
|
110.6%
- 121.6%
|
Risk-free
interest rate
|
2.39%
- 3.03%
|
Expected
life
|
3.2
years - 8.5 years
|
Dividend
yield
|
0.00%
|
On August
10, 2009, 452,500 stock options were cancelled pursuant to the Share Purchase
Agreement among Insightfulmind Learning, Inc., Coronus Energy Corp., Jefferson
Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas, and John
Omielan.
There was
no option exercised or expired during the six months ended September 30, 2009
and the year ended March 31, 2009.
During
the six months ended September 30, 2009, the Company incurred a total of $nil
(2008: $nil) in stock based compensation expenses.
Changes
in stock options for the period ended September 30, 2009 and the year ended
March 31, 2009 are summarized as follows:
Options
Outstanding
|
|||
Weighted
|
|||
average
|
|||
Number
of
|
exercise
|
||
shares
|
price
|
||
Balance,
March 31, 2009 and 2008
|
650,000
|
$
|
0.13
|
Cancelled
|
(452,500)
|
0.13
|
|
Balance,
September 30, 2009
|
197,500
|
$
|
0.13
|
F-19
-20-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
8 - Stockholders’ Equity - Continued
(b) Stock
Options – Continued
The
Company has the following options outstanding and exercisable at September 30,
2009:
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
|
2009
|
Life
(Years)
|
Price
|
2009
|
Price
|
|||||
$ 0.13
|
195,000
|
6.20
|
$ 0.13
|
195,000
|
$ 0.13
|
|||||
0.21
|
2,500
|
2.61
|
0.21
|
2,500
|
0.21
|
|||||
$0.13
- $0.21
|
197,500
|
6.15
|
0.13
|
197,500
|
0.13
|
The
Company has the following options outstanding and exercisable at March 31,
2009:
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
|
2009
|
Life
(Years)
|
Price
|
2009
|
Price
|
|||||
$ 0.13
|
550,000
|
7.13
|
$ 0.13
|
550,000
|
$ 0.13
|
|||||
0.14
|
75,000
|
2.81
|
0.14
|
75,000
|
0.14
|
|||||
0.21
|
25,000
|
3.11
|
0.21
|
25,000
|
0.21
|
|||||
$0.13
- $0.21
|
650,000
|
6.48
|
0.13
|
650,000
|
0.13
|
F-20
-21-
INSIGHTFULMIND
LEARNING, INC.
(A
Development Stage Enterprise)
Notes
to Financial Statements
(Expressed
in U.S. Dollars)
Six
Months Ended September 30, 2009
(Unaudited)
Note
9 - 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
10 - Related Party Transactions
During
the three-month and six-month periods ended September 30, 2009, the Company paid
$717 (2008: $384) and $1,060 (2008: $780) in director fees to the directors of
the Company respectively.
During
the three-month and six-month periods ended September 30, 2009, included in
accrued salary, $8,187 (2008: $8,635) and $15,898 (2008: $17,545) of management
fees were forgiven by a director of the Company and credited to the additional
paid-in capital respectively.
During
the six months ended September 30, 2009, the director and shareholder to whom
the Company is indebted regarding the loan from a shareholder (Note 7), lent the
Company an additional CAD $32,500 (March 31, 2009 – CAD $80,000) for working
capital. The additional CAD $32,500 (March 31, 2009 – CAD $80,000) loan is
unsecured, non-interest bearing and due on demand.
See Note
7.
F-21
-22-
ITEM
2. MANAGEMENT'S
DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.
This section of the quarterly report on
Form 10-Q includes a number of forward-looking statements that reflect our
current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like: believe, expect,
estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this
quarterly report. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ materially from
historical results or our predictions.
Plan
of Operation
Estimates
and Assumptions
In the preparation of our financial
statements, no estimates have been used since there is insufficient historical
information in which to base such estimates.
Trends
Affecting Our Business
We do not recognize any trends which
will affect our business. While it appears that we are in a world
wide recession, the demand for college testing materials remains constant in
good or bad economical cycles.
Plan
of Operation For The Next Twelve Months
On August 10, 2009, we entered into an
agreement (the “Share Purchase Agreement”) to acquire all of the issued and
outstanding shares of Coronus Energy Corp. (“Coronus”), a start-up stage company
founded to deploy and operate utility-scale solar power systems in the State of
California. Under the Share Purchase Agreement, we are to acquire all of the
outstanding shares of Coronus in exchange for 1,000,000 common shares of
InsightfulMind Learning, Inc. (the “Company”), at a deemed value of $0.05 per
share. Authorization and approval of the Share Purchase Agreement and the
issuance of the 1,000,000 common shares was subject to shareholder approval,
which we obtained on October 13, 2009.
The Share Purchase Agreement required
that: (i) 1,012,500 common shares of the Company held by Mr. Jeff Thachuk,
President of the Company, be transferred to Mr. Mark Burgert, the sole principal
of Coronus, in consideration of Mr. Burgert paying $1.00 to Mr. Thachuk; (ii) an
aggregate of 452,500 stock options of the Company held by various persons be
cancelled, and (iii) Mr. Thachuk be appointed as a director and the Chairman,
CEO, CFO, Secretary and Treasurer of Coronus, with Mr. Burgert continuing to
hold the office of President of Coronus. On August 19, 2009, the transfer to Mr.
Burgert of the 1,012,500 common shares took place. On August 10, 2009, the
452,500 stock options were cancelled, and on the same day, Mr. Thachuk was
appointed as a director and the Chairman, CEO, CFO, Secretary and Treasurer of
Coronus.
-23-
The Share Purchase Agreement stipulates
the transfer to Mr. Burgert of the 1,012,500 common shares was to occur not less
than 61 days prior to the closing date. With the obtainment of shareholder
approval and the passing of the 61 days, we are now in a position to close on
the Share Purchase Agreement and we intend to do so in early November, 2009. The
Share Purchase Agreement stipulates that, upon closing, we will engage Mr.
Burgert as a consultant, and in consideration for this engagement, grant to Mr.
Burgert an aggregate of 175,000 options exercisable at a price of $0.13 per
share. Additionally, the Share Purchase Agreement stipulates that, upon closing,
the 4,525,000 common shares of the Company then collectively held between
Messrs. Thachuk and Burgert will be placed into voluntary escrow, to be released
to each of them on the basis of one common share each for each $1.00 we earn in
revenue on a consolidated basis.
Our focus is to complete and close on
the acquisition of Coronus, which we anticipate will be completed no later than
November 15, 2009. If we are successful, we will immediately focus all of our
efforts on the business of Coronus. Specifically, we will focus our efforts on
raising capital through the sale of common stock in private placements to first
eliminate our working capital deficiency and to position us with sufficient
funds to execute on preliminary matters in relation to the business plan of
Coronus, namely the procurement of a 20-year, “must-take” power purchase
agreement with Southern California Edison, under the California Public Utilities
Commission’s feed-in tariff program for small generators. To procure the power
purchase agreement, Coronus would require 1) a site, 2) a Southern California
Edison retail account at the site, 3) an engineered design of the proposed 1.5
MW solar photovoltaic plant, 4) California Energy Commission pre-certification
as a Renewables Portfolio Standard eligible facility, 5) an interconnection
agreement with Southern California Edison, and 6) to commit to complete the
construction of the plant and achieve initial operation within 18 months of the
power purchase agreement execution date.
If we close on the acquisition of
Coronus, we will cease development and suspend operations of MathNote SAT®, the
educational course we market over the Internet. In this scenario, our goal is to
engage a business broker to assist us in the disposition of our website assets.
There is no assurance we will recover any of these assets. If we do not close on
the acquisition of Coronus, we will continue with our MathNote SAT® operation.
In this scenario, unless we raise additional capital through the sale of common
stock in private placements, we do not plan to spend any funds on the research
and development of our product. Instead, we intend to work with what we have,
and focus our efforts on marketing activities in order to increase revenues. We
will continue with our two search marketing campaigns: 1) the Google AdWords
campaign and 2) the Yahoo! Sponsored Search campaign. Additionally, we will
continue to review the code and content of our website, and make the changes we
deem necessary, for search engine optimization.
Results
of Operations
Three
Months Ended September 30, 2009 compared to September 30, 2008
We achieved revenue of $81 for the
three months ended September 30, 2009 compared to revenue of $321 for the three
months ended September 30, 2008. The decrease in revenue of $240, or 75%, was
the consequence of us scaling back our search marketing campaigns in the current
quarter, both in terms of the number of keywords we bid on and the bid price,
resulting in comparatively fewer clicks and by extension fewer conversions. In
both the current and comparative quarter, all sales were attributable to sales
of our current course, MathNote SAT®, which we launched on May 7,
2008.
-24-
Amortization expense decreased by
$1,702 or 75% from $2,268 for the three months ended September 30, 2008 to $566
for the three months ended September 30, 2009. The Company's website development
was substantially completed in October 2005, and the capitalized cost related
thereto was amortized over three years. Accordingly, this cost was almost fully
amortized at the end of September 30, 2008.
Interest
on shareholder loan increased by $720 or 144% from $500 for the three months
ended September 30, 2008 to $1,220 for the three months ended September 30,
2009. The reason for the increase was the result of further loans made to the
Company by the shareholder, a director of the Company, over the course of the
year. Although the shareholder loan is non-interest bearing, the Company charges
imputed interest of 4% per annum and records the interest as additional paid in
capital.
Office
and miscellaneous expense increased by $3,186 or 478% from $666 for the three
months ended September 30, 2008 to $3,852 for the three months ended September
30, 2009. The reason for the increase was that we incurred $2,268 in transfer
agency and filing fees during the current quarter, and incurred no such costs in
the comparative quarter.
Professional
fees decreased by $15,687 or 59% from $26,473 for the three months ended
September 30, 2008 to $10,786 for the three months ended September 30, 2009. The
reason for the decrease was that we didn’t incur the legal costs we incurred
during the three months ended September 30, 2008, where we engaged the law
office of Conrad C. Lysiak, P.S., to prepare our registration statement on Form
S-1.
Advertising and promotion expense
decreased by $591 or 55% from $1,079 for the three months ended September 30,
2008 to $488 for the three months ended September 30, 2009. The reason for the
decrease was that we scaled back our two search marketing campaigns, both in
terms of the number of keywords we bid on and the bid price. With the launch of
our MathNote SAT® course on May 7, 2008, we commenced with two search marketing
campaigns, one with Google AdWords, which we commenced on May 8, 2008, and the
other with Yahoo! Sponsored Search, which we commenced on September 12, 2008.
With the campaigns, we surfaced as a sponsored link on Google and Yahoo!, where
certain keywords, such as “SAT math”, were searched. For the three months ended
September 30, 2008, our advertising and promotion expense was less as a result
of fewer clicks.
Debt forgiven income for the three
months ended September 30, 2009 was $729 compared to zero ($nil) debt forgiven
income for the three months ended September 30, 2008. On August 10, 2009, our
course author waived a non-interest bearing, outstanding invoice, dated March
15, 2008.
Six
Months Ended September 30, 2009 compared to September 30, 2008
We
achieved revenue of $240 for the six months ended September 30, 2009 compared to
revenue of $321 for the six months ended September 30, 2008. The decrease in
revenue of $81, or 25%, was the consequence of us scaling back our search
marketing campaigns in the current quarter, both in terms of the number of
keywords we bid on and the bid price, resulting in comparatively fewer clicks
and by extension fewer conversions. In both the current and comparative periods,
all sales were attributable to sales of our current course, MathNote SAT®, which
we launched on May 7, 2008. Our first sale occurred on July 3, 2008, subsequent
to the June 30, 2008 quarter end. Prior to the launch we offered no other
courses for sale. Accordingly, we achieved no revenue ($nil) for the three
months ended June 30, 2008.
-25-
Amortization expense decreased by
$3,510 or 76% from $4,609 for the six months ended September 30, 2008 to $1,099
for the six months ended September 30, 2009. The Company's website development
was substantially completed in October 2005, and the capitalized cost related
thereto was amortized over three years. Accordingly, this cost was almost fully
amortized at the end of September 30, 2008.
Interest on shareholder loan increased
by $1,419 or 179% from $793 for the six months ended September 30, 2008 to
$2,212 for the six months ended September 30, 2009. The reason for the increase
was the result of further loans made to the Company by the shareholder, a
director of the Company, over the course of the year. Although the shareholder
loan is non-interest bearing, the Company charges imputed interest of 4% per
annum and records the interest as additional paid in capital.
Interest
and bank charges expense increased by $414 or 41% from $1,007 for the six months
ended September 30, 2008 to $1,421 for the six months ended September 30, 2009.
The reason for the increase was a finance charge applied against an outstanding
payable as of September 30, 2009.
Office
and miscellaneous expense increased by $5,518 or 452% from $1,220 for the six
months ended September 30, 2008 to $6,738 for the six months ended September 30,
2009. The reason for the increase was that we incurred $2,268 in transfer agency
and filing fees during the current period, and incurred no such costs in the
comparative period.
Professional
fees decreased by $22,919 or 48% from $47,771 for the six months ended September
30, 2008 to $24,852 for the six months ended September 30, 2009. The reason for
the decrease was that we didn’t incur the legal costs we incurred during the six
months ended September 30, 2008, where we engaged the law office of Conrad C.
Lysiak, P.S., to prepare our registration statement on Form S-1. Additionally,
we didn’t incur the accounting costs we incurred during the six months ended
September 30, 2008, where we converted our financial statements, from inception,
from Canadian dollar and Canadian GAAP reporting, to U.S. dollar and U.S. GAAP
reporting.
Salaries and wages decreased by $2,766
or 15% from $18,775 for the six months ended September 30, 2008 to $16,009 for
the six months ended September 30, 2009. The reason for the decrease was that we
did not perform any programming development work on our current course during
the six months ended September 30, 2009, as we had finished developing the
course on or around the time we had first offered it for sale on May 7,
2008.
Debt forgiven income for the six months
ended September 30, 2009 was $729 compared to zero ($nil) debt forgiven income
for the six months ended September 30, 2008. On August 10, 2009, our course
author waived a non-interest bearing, outstanding invoice, dated March 15,
2008.
Assets
and Liabilities at September 30, 2009 compared to March 31, 2009
Loan from a shareholder increased by
$45,478 or 53% from $86,494 at March 31, 2009 to $131,972 at September 30, 2009.
The reason for the increase was the result of further loans made to the Company
by the shareholder, a director of the Company, over the course of the period,
for working capital.
-26-
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 limited revenues from
operations. In part, this is the result of us not devoting full time to our
operations. Our officers and directors have other occupations to which they
devote significant time. We cannot guarantee we will be successful in our
business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital
resources.
To become profitable and competitive,
we have to attract customers and generate revenues. With our officers focusing
on marketing activities, we hope to become profitable and competitive. We have
no assurance that future financing will be available to us on acceptable terms.
If financing is not available on satisfactory terms, we may be unable to
continue, develop or expand our operations. Equity financing could result in
additional dilution to existing shareholders.
We expect to generate revenues through
the sale of our web-based course and we expect to raise additional capital
through the sale of common stock in private placements. There is no assurance,
however, that we will be able to raise any capital through the sale of common
stock.
We do not believe that possible
inflation and price changes will affect our revenues.
Our auditors have issued a going
concern opinion. This means that there is substantial uncertainty that we will
continue operations. The accompanying financial statements do not include any
adjustments that might be necessary if the Company is unable to continue as a
going concern.
Liquidity
and Capital Resources
Since inception, we have issued
6,771,293 shares of our common stock and received cash of $299,431.
We have generated minimal revenues from
the sale of our product. We expect to obtain capital through the sale of our
product and through the sale of our common stock. There is no assurance we will
sell any shares of common stock. We believe that revenues from the sale of our
product and capital generated from the sale of our common stock and from
shareholder loans will allow us to operate for the next twelve months. Revenue
from the sale of our product, capital raised from the sale of common stock, and
capital raised from shareholder loans are our only anticipated sources of
additional capital. We have not determined the amount of money, if any, we will
raise from the sale of our common stock.
As a consequence of shareholder loans,
we are currently indebted to our principal executive officer, who serves also as
a director, in the amount of $131,972 through September 30, 2009. Our principal
executive officer has verbally agreed to not seek repayment until such time as
we are generating sufficient revenues to allow for the repayment of the debt
without putting an undue burden on our retained earnings, or until such time as
we have raised sufficient capital to eliminate our working capital deficiency.
Additionally, our principal executive earns a salary of $3,000 Canadian dollars
per month, but forgives this salary when due, and has done so for the past three
years. Our principal executive officer has verbally agreed to not seek payment
of his salary until such time as we are generating sufficient revenues to allow
for the payment of the salary without putting an undue burden on our retained
earnings, or until such time as we have raised sufficient capital to fund our
business plans.
-27-
As of September 30, 2009, our total
current assets were $4,365 and our total current liabilities were $140,603
resulting in a working capital deficit of $136,238.
Off
Balance Sheet Arrangements
We have no off balance sheet
arrangements.
Critical
Accounting Policies
The preparation of the financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ materially from those estimates. We believe
that there are several accounting policies that are critical to understanding
our historical and future performance, as these policies affect the reported
amounts of revenue and the more significant areas involving management’s
judgments and estimates. These significant accounting policies relate
to revenue recognition, valuation of long-lived assets and income taxes. These
policies, and the related procedures, are described in detail
below.
Revenue
recognition
The Company’s revenue consists of sales
of internet educational courses to end-users through the Company’s website which
is recognized when services are rendered and payments are received or rights to
receive consideration are obtained and collection of consideration is reasonably
assured.
Impairment of long lived
assets
Long-lived assets of the Company are
reviewed for impairment whenever events or changes in circumstances indicate
that their carrying value has become impaired, in accordance with the guidance
established in Statement of Financial Accounting Standards (“SFAS”) No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment
loss would be recognized when the carrying amount of an asset exceeds the
estimated undiscounted future cash flows expected to result from the use of the
asset and its eventual disposition. The amount of the impairment loss to be
recorded is calculated by the excess of the asset’s carrying value over its fair
value. Fair value is generally determined using a discounted cash flow
analysis.
Income
taxes
The Company accounts for income taxes
under the provisions of SFAS No. 109, Accounting for Income Taxes, which
requires the Company to recognize deferred tax liabilities and assets for the
expected future tax consequences of events that have been recognized in the
Company’s financial statements or tax returns using the liability method. Under
this method, deferred tax liabilities and assets are determined based on the
temporary differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. The effect on deferred income tax assets
and liabilities of a change in income tax rates is included in the period that
includes the enactment date. Valuation allowances are established when necessary
to reduce deferred income tax assets to the amount expected to be
realized.
-28-
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. There were no changes in
our internal control over financial reporting during the quarter ended September
30, 2009 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.
|
The
following documents are included herein:
Exhibit
No.
|
Document
Description
|
10.7
|
Share
Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark
Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John
Omielan.
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant
Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant Section
906 of the Sarbanes-Oxley Act of
2002.
|
-29-
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
30th day
of October, 2009.
INSIGHTFULMIND
LEARNING INC.
|
||
(Registrant)
|
||
BY:
|
JEFFERSON
THACHUK
|
|
Jefferson
Thachuk
|
||
President,
Principal Executive Officer, Principal Accounting Officer, and Principal
Financial Officer.
|
-30-
EXHIBIT
INDEX
Exhibit
No.
|
Document
Description
|
10.7
|
Share
Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark
Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John
Omielan.
|
31.1
|
Certification
of Principal Executive Officer and Principal Financial Officer pursuant
Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1
|
Certification
of Chief Executive Officer and Chief Financial Officer pursuant Section
906 of the Sarbanes-Oxley Act of
2002.
|
-31-