Attached files
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)
November
2, 2009
CORONUS
SOLAR INC.
formerly,
INSIGHTFULMIND LEARNING, INC.
(Exact
name of registrant as specified in its charter)
British
Columbia, Canada
(State
or other jurisdiction of incorporation)
000-53697
(Commission
File No.)
300-1055
West Hastings Street
Vancouver,
British Columbia
Canada
V6E 2E9
(Address
of principal executive offices and Zip Code)
604-609-6152
(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
1.02
|
TERMINATION
OF A MATERIAL DEFINITIVE AGREEMENT.
|
On November 2, 2009, we completed the
agreement (the “Agreement”) to acquire all of the issued and outstanding shares
of Coronus Energy Corp., a start-up stage company founded to deploy and operate
utility-scale solar power systems in the State of California, which we entered
into on August 10, 2009 and which was reported in our Form 8-K filed with the
SEC on August 11, 2009. We acquired all of the outstanding shares of
Coronus in exchange for 2,000,000 common shares at a deemed value of $0.025 per
share. The terms of the Agreement and the issuance of the 2,000,000
common shares were approved by our shareholders. The foregoing
transaction was accounted for as the purchase of assets and not a business
combination under Statement of Financial Accounting Standards No. 141 (Revised
2007) “Business Combinations” (“SFAS 141R”) since the planned principal
operations of the transferred set of Coronus activities and assets are in the
development stage and have not commenced.
In addition, Jeff Thachuk, our
president, transferred 2,025,000 common shares of our common stock owned by him
to Mark Burgert, the sole principal of Coronus. In addition, options
to acquire 905,000 shares of our common stock held by various persons were
cancelled.
Further, Mr. Thachuk was appointed as a
director and the Chairman, CEO, CFO, Secretary and Treasurer of
Coronus. Mr. Burgert continues to hold office of President in
Coronus.
On November 2, 2009, we engaged Mr.
Burgert as a consultant. As consideration therefore, we issued Mr.
Burgert the options to acquire (i) 150,000 shares of our common stock,
exercisable at $0.065 per share until April 22, 2015, and (ii) 200,000 shares of
our common stock, exercisable at $0.065 per share until March 31,
2016.
Further, 9,050,000 shares of
our common stock collectively owned by Messrs. Thachuk and Burgert were placed
into voluntary escrow, to be released to each of them on the basis of one common
share each for each $0.50 earned in revenue by us on a consolidated
basis.
Finally, our shareholders approved the
change of our name from InsightfulMind Learning, Inc. to Coronus Solar Inc. and
the split of our common stock on the basis of 2 new shares for each 1 old
share. The effective date of the name change and stock split is
November 3, 2009. The figures set forth above reflect the 2 for 1
stock split.
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF
ASSETS
On November 2, 2009, we completed the
agreement (the “Agreement”) to acquire all of the issued and outstanding shares
of Coronus Energy Corp., a start-up stage company founded to deploy and operate
utility-scale solar power systems in the State of California which we entered
into on August 10, 2009 and which was reported in our Form 8-K filed with the
SEC on August 11, 2009. We acquired all of the outstanding shares of
Coronus in exchange for 2,000,000 common shares at a deemed value of $0.025 per
share. The terms of the Agreement and the issuance of the 2,000,000
common shares were approved by our shareholders. The foregoing
transaction was accounted for as the purchase of assets and not a business
combination under SFAS 141R since the planned principal operations of the
transferred set of Coronus activities and assets are in the development stage
and have not commenced.
-2-
The assets acquired by us consist of a
detailed business plan regarding the market for, and deployment of,
utility-scale solar power systems in the State of California, as well as minimal
working capital.
In addition, Jeff Thachuk, our
president, transferred 2,025,000 common shares of our common stock
owned by him to Mark Burgert, the sole principal of Coronus. In
addition, options to acquire 905,000 shares of our common stock held by various
persons were cancelled.
Further, Mr. Thachuk was appointed as a
director and the Chairman, CEO, CFO, Secretary and Treasurer of
Coronus. Mr. Burgert continues to hold office of President in
Coronus.
On November 2, 2009, we engaged Mr.
Burgert as a consultant. As consideration therefore, we issued Mr.
Burgert the options to acquire (i) 150,000 shares of our common stock,
exercisable at $0.065 per share until April 22, 2015, and (ii) 200,000 shares of
our common stock, exercisable at $0.065 per share until March 31,
2016.
Further, 9,050,000 shares of
our common stock collectively owned by Messrs. Thachuk and Burgert were placed
into voluntary escrow, to be released to each of them on the basis of one common
share each for each $0.50 earned in revenue by us on a consolidated
basis.
Finally, our shareholders approved the
change of our name from InsightfulMind Learning, Inc. to Coronus Solar Inc. and
the split of our common stock on the basis of 2 new shares for each 1 old
share. The effective date of the name change and stock split is
November 3, 2009. The figures set forth above reflect the 2 for 1
stock split.
Our common stock is registered under
Section 12(g) of the Securities Exchange Act of 1934 and we file reports
pursuant to Section 13 of the Exchange Act. Our authorized capital
stock consists of an unlimited number of shares of common stock, without par
value per share. We currently have 15,542,586 shares of common stock
outstanding.
ITEM
2.06 MATERIAL IMPAIRMENTS
On completion of the Agreement
described in Item 2.01 above, on November 2, 2009, we wrote off the balance of
our website development costs of $3,299 and our intangible asset of $283
(relating to the “MathNote” trademark) as a result of our decision to redirect
our business from delivering educational courses over the Internet to the
deployment and operation of utility-scale solar power systems in the State of
California. Neither charge will result in future cash
expenditures.
ITEM
3.02 UNREGISTERED SALE OF EQUITY
SECURITIES
On November 2, 2009 we issued 2,000,000
common shares of our common stock to Mark Burgert in consideration of one share
of common stock of Coronus Energy Corp. which constitutes all of the issued and
outstanding shares of common stock of Coronus Energy Corp. We valued
our shares at a deemed value of $0.025 per share. Mr. Burgert is a
resident of British Columbia, Canada. The foregoing shares were
issued pursuant to an exemption from applicable prospectus requirements under
section 2.5(1)(e) “Family, Friends and Business Associates” of National
Instrument 45-106 , Prospectus and Registration Exemptions, by reason of Mr.
Burgert being a close business associate of Jeff Thachuk, our
president.
-3-
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 completion of the agreement referred to in Item 1.02 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
|
4,525,000(1)
|
33.41%
|
Raven
Kopelman
|
0(2)
|
0.00%
|
David
Holmes
|
20,000(3)
|
0.15%
|
Kenneth
Bogas
|
10,000(4)
|
0.07%
|
All
officers and directors as a group (4 persons)
|
4,555,000
|
33.63%
|
Greg
Zakaib
|
950,000
|
7.01%
|
6-9311
Dayton Ave., Richmond, BC V6Y 1E2
|
||
Mike
and Carrie Thachuk
|
800,000
|
5.91%
|
27133-25A
Avenue, Aldergrove, BC V4W 3N4
|
||
Mark
Burgert
|
2,525,000
|
18.64%
|
14446
North Bluff Road, White Rock, BC V4B 3C8
|
(1)
|
Does
not include stock options to acquire an additional 350,000 shares of
common stock at an exercise price of $0.065 per share.
|
|
(2)
|
Does
not include stock options to acquire an additional 20,000 shares of common
stock at an exercise price of $0.065 per share.
|
|
(3)
|
Does
not include stock options to acquire an additional 10,000 shares of common
stock at an exercise price of $0.065 per share.
|
|
(4)
|
Does
not include stock options to acquire an additional 10,000 shares of common
stock at an exercise price of $0.065 per
share.
|
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 completion of the agreement referred to in Item 1.02 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.
-4-
Shares
Beneficially Owned
|
||
Name
of Beneficial Owner
|
Number
|
Percent
of Class
|
Jefferson
Thachuk
|
4,525,000(1)
|
29.11%
|
Raven
Kopelman
|
0(2)
|
0.00%
|
David
Holmes
|
20,000(3)
|
0.13%
|
Kenneth
Bogas
|
10,000(4)
|
0.06%
|
All
officers and directors as a group (4 persons)
|
4.550,000
|
29.27%
|
Greg
Zakaib
|
950,000
|
6.11%
|
6-9311
Dayton Ave., Richmond, BC V6Y 1E2
|
||
Mike
and Carrie Thachuk
|
800,000
|
5.15%
|
27133-25A
Avenue, Aldergrove, BC V4W 3N4
|
||
Mark
Burgert(6)
|
4,525,000(5)
|
29.11%
|
14446
North Bluff Road, White Rock, BC V4B 3C8
|
(1)
|
Does
not include stock options to acquire an additional 350,000 shares of
common stock at an exercise price of $0.065 per share.
|
|
(2)
|
Does
not include stock options to acquire an additional 20,000 shares of common
stock at an exercise price of $0.065 per share.
|
|
(3)
|
Does
not include stock options to acquire an additional 10,000 shares of common
stock at an exercise price of $0.065 per share.
|
|
(4)
|
Does
not include stock options to acquire an additional 10,000 shares of common
stock at an exercise price of $0.065 per share.
|
|
(5)
|
Does
not include stock options to acquire an additional 350,000 shares of
common stock at an exercise price of $0.065 per share.
|
|
(6)
|
Mark
Burgert is a consultant to us, but not an officer or director and does not
exercise control over us.
|
Both of the above tables reflect the 2
for 1 stock split which occurred on November 3, 2009.
ITEM
5.03 AMENDMENTS TO ARTICLES OF
INCORPORATION
On November 3, 2009, we amended our
articles of incorporation and changed our name to Coronus Solar Inc., split our
common stock on the basis of 2 new shares for each 1 old share, and removed any
restrictions on the right of our shareholders to transfer shares.
-5-
ITEM
7.01 REGULATION FD DISCLOSURE
On November 2, 2009, we announced over
SEDAR, Mr. Mark Burgert’s report that he acquired (pre-split) the 1,000,000
common shares (the “Acquired Securities”) of our common stock, in relation to
the closing of the Agreement described in Item 2.01 above. Mr.
Burgert has ownership and control over all of the Acquired
Securities.
On November 6, 2009, we
announced over
SEDAR, the completion of the Agreement described in Item 2.01 above. In the same
press release, we also announced the changing of our name from InsightfulMind
Learning, Inc. to Coronus Solar Inc. and the split of our common stock on the
basis of 2 new shares for each 1 old share.
ITEM
9.01 FINANCIAL STATEMENTS AND
EXHIBITS.
(a) Financial
Statements Of Businesses Acquired.
Financial
Statements of
CORONUS
ENERGY CORP.
September
30, 2009
(Unaudited)
AND
June 30,
2009
(Audited)
Table of
Contents
|
Page
Number
|
Balance
Sheet
|
F-1
|
Statement
of Operations and Comprehensive Loss
|
F-2
|
Statement
of Stockholder’s Equity
|
F-3
|
Statement
of Cash Flows
|
F-4
|
Notes
to the Financial Statements
|
F-5
– F-9
|
Report
of Independent Registered Public Accounting Firm
|
F-10
|
Balance
Sheet
|
F-11
|
Statement
of Operations and Comprehensive Loss
|
F-12
|
Statement
of Stockholder’s Equity
|
F-13
|
Statement
of Cash Flows
|
F-14
|
Notes
to the Financial Statements
|
F-15
– F-19
|
-6-
CORONUS
ENERGY CORP.
|
||||
(A
Development Stage Enterprise)
|
||||
BALANCE
SHEET
|
||||
SEPTEMBER
30, 2009
|
||||
(Expressed
in US Dollars)
|
||||
(Unaudited)
|
||||
ASSETS
|
||||
Prepaid
expense
|
$
|
146
|
||
TOTAL
ASSETS
|
$
|
146
|
||
LIABILITIES
|
||||
TOTAL
LIABILITIES
|
$
|
-
|
||
STOCKHOLDER'S
EQUITY
|
||||
SHARE CAPITAL (Note
4)
|
|
|||
Authorized:
|
||||
1,500
common shares without par value
|
||||
Issued
and outstanding:
|
||||
1
common share
|
-
|
|||
ADDITIONAL
PAID IN CAPITAL
|
21,865
|
|||
DEFICIT
ACCUMULATED
|
||||
DURING
THE DEVELOPMENT STAGE
|
(21,719)
|
|||
TOTAL
STOCKHOLDER'S EQUITY
|
146
|
|||
TOTAL
LIABILITIES AND STOCKHOLDER'S EQUITY
|
$
|
146
|
||
Note
1 - Nature of Operations and Going Concern Matters
|
||||
Note
6 - Subsequent Event
|
||||
(See
accompanying notes to the financial
statements)
|
F-1
-7-
CORONUS
ENERGY CORP.
|
|||||
(A
Development Stage Enterprise)
|
|||||
STATEMENT
OF OPERATIONS AND COMPREHENSIVE LOSS
|
|||||
FOR
THE THREE MONTHS ENDED SEPTEMBER 30, 2009 AND
|
|||||
THE
PERIOD FROM JUNE 23, 2009 (DATE OF INCORPORATION) TO SEPTEMBER 30,
2009
|
|||||
(Expressed
in U.S. Dollars)
|
|||||
(Unaudited)
|
|||||
Period
from June 23, 2009
|
|||||
Three
months ended
|
(Date
of Incorporation)
|
||||
September
30, 2009
|
to
September 30, 2009
|
||||
EXPENSES
|
|||||
Office
and miscellaneous
|
$
|
21
|
$
|
219
|
|
Donated
service (Note 3)
|
-
|
21,500
|
|||
NET
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD
|
$
|
21
|
$
|
21,719
|
|
Basic
and Diluted Loss Per Common Share
|
$
|
(21)
|
$
|
(21,719)
|
|
Weighted
Average Number of Common Shares Outstanding
|
|||||
-
Basic and Diluted
|
1
|
1
|
|||
(See
accompanying notes to the financial
statements)
|
F-2
-8-
CORONUS
ENERGY CORP.
|
||||||||||
(A
Development Stage Enterprise)
|
||||||||||
STATEMENT
OF STOCKHOLDER'S EQUITY
|
||||||||||
FOR
THE PERIOD FROM JUNE 23, 2009 (DATE OF INCORPORATION) TO SEPTEMBER 30,
2009
|
||||||||||
(Expressed
in U.S. Dollars)
|
||||||||||
(Unaudited)
|
||||||||||
ADDITIONAL
|
TOTAL
|
|||||||||
COMMON
STOCK
|
PAID-IN
|
ACCUMULATED
|
STOCKHOLDER'S
|
|||||||
SHARES
|
AMOUNT
|
CAPITAL
|
DEFICIT
|
EQUITY
|
||||||
Stock
issued at $0.01 per share on June 23, 2009
|
1
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
|
Forgiveness
of debt by a director and shareholder
|
-
|
-
|
365
|
-
|
365
|
|||||
Donated
service by a director and shareholder
|
-
|
-
|
21,500
|
-
|
21,500
|
|||||
Net
loss for the period from June 23, 2009
|
||||||||||
(incorporation)
to September 30, 2009
|
-
|
-
|
-
|
(21,719)
|
(21,719)
|
|||||
Balance,
September 30, 2009
|
1
|
$
|
-
|
$
|
21,865
|
$
|
(21,719)
|
$
|
146
|
|
(See
accompanying notes to the financial
statements)
|
F-3
-9-
CORONUS
ENERGY CORP.
|
||||||
(A
Development Stage Enterprise)
|
||||||
STATEMENT
OF CASH FLOWS
|
||||||
THE
PERIOD FROM JUNE 23, 2009 (DATE OF INCORPORATION) TO SEPTEMBER 30,
2009
|
||||||
(Expressed
in U.S. Dollars)
|
||||||
(Unaudited)
|
||||||
Period
from June 23, 2009
|
||||||
(Date
of Incorporation)
|
||||||
to
September 30, 2009
|
||||||
OPERATING
ACTIVITIES
|
||||||
Net
loss for the period
|
$
|
(21,719)
|
||||
Adjustment
to reconcile net loss to net cash used in operating
activities:
|
||||||
Forgiveness
of debt
|
365
|
|||||
Donated
service
|
21,500
|
|||||
Changes
in non-cash working capital items:
|
||||||
Prepaid
expense
|
(146)
|
|||||
NET
CASH USED IN OPERATING ACTIVITIES
|
-
|
|||||
NET
INCREASE IN CASH
|
-
|
|||||
CASH,
BEGINNING OF PERIOD
|
-
|
|||||
CASH,
END OF PERIOD
|
$
|
-
|
||||
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||||
Interest
expense
|
$
|
-
|
||||
Taxes
|
$
|
-
|
||||
NON-CASH
FINANCING ACTIVITIES
|
||||||
None
|
$
|
-
|
||||
(See
accompanying notes to the financial
statements)
|
F-4
-10-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Unaudited)
(Expressed
in U.S. Dollars)
September
30, 2009
1.
Nature of Operations and Going Concern Matters
Coronus
Energy Corp. (the “Company”) was formed on June 23, 2009 under the laws of the
State of Delaware. The Company’s first fiscal year end is March 31,
2010.
The
Company is considered a development stage company as defined in Statement of
Financial Accounting Standards No. 7. It intends to deploy and
operate utility-scale solar power systems in the State of California. The
Company had no operations as of September 30, 2009.
In view
of certain conditions, the ability of the Company to continue as a going concern
is in substantial doubt and dependent upon achieving a profitable level of
operations and on the ability of the Company to obtain necessary financing to
fund ongoing operations. Management plans to seek sources of debt and equity
financing on favorable terms and expects to keep its operating costs to a
minimum until cash is available through financing or operating activities.
There are no assurances that the Company will be successful in achieving
these goals. The Company has incurred an accumulated loss of $21,719 since
inception and has no source of revenue. These financial statements do not give
effect to any adjustments which would 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 in other than the normal course of business and at
amounts different from those reflected in the accompanying financial
statements.
On August
10, 2009, the Company entered into an agreement (the “Share Purchase Agreement”)
to sell all of the issued and outstanding shares of the Company to
InsightfulMind Learning, Inc. (“InsightfulMind”) in exchange for 1,000,000
common shares of InsightfulMind, 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 InsightfulMind shareholder approval,
which was obtained on October 13, 2009.
The Share
Purchase Agreement required that 1,012,500 common shares of InsightfulMind held
by Mr. Jeff Thachuk, President of InsightfulMind, be transferred to Mr. Mark
Burgert, the sole principal of the Company, that an aggregate of 452,500 stock
options of InsightfulMind held by various persons be cancelled, and that Mr.
Thachuk be appointed as a director and the Chairman, CEO, CFO, Secretary and
Treasurer of the Company, with Mr. Burgert continuing to hold the office of
President of the Company. On August 10, 2009, the cancellation of the 452,500
stock options and the appointments of Mr. Thachuk were effected. On
August 19, 2009, the transfer to Mr. Burgert of the 1,012,500 common shares of
InsightfulMind held by Mr. Jeff Thachuk was effected.
On
November 2, 2009, the Share Purchase Agreement closed, with Insightfulmind
acquiring all of the issued and outstanding shares of the Company.
F-5
-11-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Unaudited)
(Expressed
in U.S. Dollars)
September
30, 2009
2.
Significant Accounting Policies
(a)
Principles of Accounting
These
financial statements are stated in U.S. dollars and have been prepared in
accordance with accounting principles generally accepted in the United States of
America.
(b)
Accounting Estimates
The
preparation of 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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates and assumptions.
(c)
Earnings (Loss) Per Share
Basic
earnings or loss per share is based on the weighted average number of shares
outstanding during the period of the financial statements. Diluted
earnings or loss per share is based on the weighted average number of common
shares outstanding and dilutive common stock equivalents. Basic earnings (loss)
per share is computed by dividing net loss (numerator) applicable to common
stockholders by the weighted average number of common shares outstanding and
issuable (denominator) for the period. All per share and per share information
are adjusted retroactively to reflect stock splits and changes in par value,
when applicable.
(d)
Foreign Currency Translations
The
Company’s functional and reporting currency is US dollars. At the
transaction date, each asset, liability, revenue and expense in other currencies
is translated into U.S. dollars by the use of the exchange rate in effect at
that date. At the period end, monetary assets and liabilities in other
currencies are re-measured by using the exchange rate in effect at that
date.
The
resulting foreign exchange gains and losses are included in
operations.
(e) Fair
Value of Financial Instruments
Fair
value estimates of financial instruments are made at discrete points in time,
based on relevant information about financial markets and specific financial
instruments. As these estimates are subjective in nature, involving
uncertainties and matters of significant judgment, they cannot be determined
with precision. Changes in assumptions can significantly affect estimated fair
values.
F-6
-12-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Unaudited)
(Expressed
in U.S. Dollars)
September
30, 2009
2.
Significant Accounting Policies - Continued
(f)
Income Taxes
The
Company accounts for income taxes under the provisions of Statement of Financial
Accounting Standards No. 109 (“SFAS 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 statements
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.
(g)
Comprehensive Income
The
Company accounts for comprehensive income under the provisions of Statement of
Financial Accounting Standards No. 130 (“SFAS 130”), Reporting Comprehensive
Income, which establishes standards for reporting and display of
comprehensive income, its components and accumulated
balances. Comprehensive income comprises all transactions affecting
equity except those resulting from investments by owners and distributions to
owners.
The
Company has no elements of "other comprehensive income" for the period ended
September 30, 2009.
(h) New
Accounting Pronouncements
In
June 2009, 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. SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009. The adoption of this statement did not have a material effect on the
Company’s financial statements for the three months ended September 30,
2009.
F-7
-13-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Unaudited)
(Expressed
in U.S. Dollars)
September
30, 2009
2.
Significant Accounting Policies - Continued
(h) New
Accounting Pronouncements - Continued
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 SFAS 166 will
not have a material effect on the Company’s 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.
3.
Related Party Transactions
During
the three months ended September 30, 2009 and the period from June 23, 2009 to
September 30, 2009, $21 and $219 were paid respectively by a director and
shareholder for incorporation and office expenses incurred by the Company. The
amount was forgiven by the director and is credited to additional paid in
capital.
During
the period from June 23, 2009 to June 30, 2009, consulting service with fair
value of $21,500 was donated by the director and shareholder of the Company and
had been included in the additional paid in capital.
4.
Share Capital
The
authorized share capital of the Company consists of 1,500 common shares with no
par value.
During
the period from June 23, 2009 to September 30, 2009, the Company issued one
common share at a nominal amount of $0.01.
F-8
-14-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Unaudited)
(Expressed
in U.S. Dollars)
September
30, 2009
5.
Income Tax
As at
September 30, 2009, the Company has estimated net operating losses carryforward
for tax purposes of approximately $219 which will expire in 2029. This amount
may be applied against future federal taxable income. The Company evaluates its
valuation allowance requirements on an annual basis based on projected future
operations. When circumstances change and this causes a change in management's
judgment about the realizability of deferred tax assets, the impact of the
change on the valuation allowance is generally reflected in current
income.
A
reconciliation of income taxes at statutory rates with the reported taxes is as
follows:
Net
loss for the period before income tax
|
$
|
(21,719)
|
Income
tax recovery at statutory rates of 24%
|
(5,213)
|
|
Non-deductable
expense
|
5,160
|
|
Unrecognized
benefits of non-capital losses
|
53
|
|
Total
income tax recovery
|
-
|
The tax
effects of temporary differences that give rise to the Company's deferred tax
asset (liability) are as follows:
Deferred
tax assets:
|
|||
Net
operating loss carryforwards
|
$
|
53
|
|
Valuation
allowance
|
(53)
|
||
Net
deferred tax asset
|
$
|
-
|
6.
Subsequent Event
Please
refer to note 1 above in relation to the Share Purchase Agreement entered into
with Insightfulmind and the closing of it on November 2, 2009.
F-9
-15-
Chang
Lee LLP
Chartered
Accountants
505
– 815 Hornby Street
Vancouver,
B.C, V6Z 2E6
Tel: 604-687-3776
Fax:
604-688-3373
E-mail:
info@changleellp.com
REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To
the Board of Directors and Stockholders of
CORONUS
ENERGY CORP.
(A
development stage company)
We have
audited the accompanying balance sheet of Coronus Energy Corp. (a development
stage company) as at June 30, 2009 and the related statements of operations and
comprehensive loss, cash flows, and stockholder’s equity for the period from
June 23, 2009 (date of inception) to June 30, 2009. These financial
statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audit.
We
conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan and perform an audit to obtain reasonable assurance whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of the Company as at June 30, 2009 and
the results of its operations and its cash flows for the period from June 23,
2009 (date of inception) to June 30, 2009, in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern. As discussed in Note 1 to the financial statements,
the Company incurred losses from operations since inception, has not attained
profitable operations and is dependent upon obtaining adequate financing to fund
its operations. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also discussed in Note 1. The financial statements do not include
any adjustments that might result from the outcome of this
uncertainty.
Vancouver,
Canada
|
CHANG LEE
LLP
|
August
4, 2009
|
Chartered
Accountants
|
F-10
-16-
CORONUS
ENERGY CORP.
|
||||
(A
Development Stage Enterprise)
|
||||
BALANCE
SHEET
|
||||
JUNE
30, 2009
|
||||
(Expressed
in US Dollars)
|
||||
|
||||
ASSETS
|
||||
TOTAL
ASSETS
|
$
|
-
|
||
LIABILITIES
|
||||
TOTAL
LIABILITIES
|
$
|
-
|
||
STOCKHOLDER'S
EQUITY
|
||||
SHARE CAPITAL (Note
4)
|
|
|||
Authorized:
|
||||
1,500
common shares without par value
|
||||
Issued
and outstanding:
|
||||
1
common share
|
-
|
|||
ADDITIONAL
PAID IN CAPITAL
|
21,698
|
|||
DEFICIT
ACCUMULATED
|
||||
DURING
THE DEVELOPMENT STAGE
|
(21,698)
|
|||
TOTAL
STOCKHOLDER'S EQUITY
|
-
|
|||
TOTAL
LIABILITIES AND STOCKHOLDER'S EQUITY
|
$
|
-
|
||
Note
1 - Nature of Operations and Going Concern Matters
|
||||
Note
6 - Subsequent Events
|
||||
(See
accompanying notes to the financial
statements)
|
F-11
-17-
CORONUS
ENERGY CORP.
|
|||
(A
Development Stage Enterprise)
|
|||
STATEMENT
OF OPERATIONS AND COMPREHENSIVE LOSS
|
|||
FOR
THE PERIOD FROM JUNE 23, 2009
|
|||
(DATE
OF INCORPORATION) TO JUNE 30, 2009
|
|||
(Expressed
in U.S. Dollars)
|
|||
EXPENSES
|
|||
Office
and miscellaneous
|
$
|
198
|
|
Donated
service (Note 3)
|
21,500
|
||
NET
LOSS AND COMPREHENSIVE LOSS FOR THE PERIOD
|
$
|
21,698
|
|
Basic
and Diluted Loss Per Common Share
|
$
|
(21,698)
|
|
Weighted
Average Number of Common Shares Outstanding
|
|||
-
Basic and Diluted
|
1
|
||
(See
accompanying notes to the financial
statements)
|
F-12
-18-
(A
Development Stage Enterprise)
|
|||||||||||
STATEMENT
OF STOCKHOLDER'S EQUITY
|
|||||||||||
FOR
THE PERIOD FROM JUNE 23, 2009 (DATE OF INCORPORATION) TO JUNE 30,
2009
|
|||||||||||
(Expressed
in U.S. Dollars)
|
|||||||||||
ADDITIONAL
|
TOTAL
|
||||||||||
COMMON
STOCK
|
PAID-IN
|
ACCUMULATED
|
STOCKHOLDER'S
|
||||||||
SHARES
|
AMOUNT
|
CAPITAL
|
DEFICIT
|
EQUITY
|
|||||||
Stock
issued at $0.01 per share on June 23, 2009
|
1
|
$
|
-
|
$
|
-
|
$
|
-
|
$
|
-
|
||
Forgiveness
of debt by a director and shareholder
|
-
|
-
|
198
|
-
|
198
|
||||||
Donated
service by a director and shareholder
|
-
|
-
|
21,500
|
-
|
21,500
|
||||||
Net
loss for the period from June 23, 2009
|
|||||||||||
(incorporation)
to June 30, 2009
|
-
|
-
|
-
|
(21,698)
|
(21,698)
|
||||||
Balance,
June 30, 2009
|
1
|
$
|
-
|
$
|
21,698
|
$
|
(21,698)
|
$
|
-
|
||
(See
accompanying notes to the financial
statements)
|
F-13
-19-
CORONUS
ENERGY CORP.
|
||||
(A
Development Stage Enterprise)
|
||||
STATEMENT
OF CASH FLOWS
|
||||
FOR
THE PERIOD FROM JUNE 23, 2009
|
||||
(DATE
OF INCORPORATION) TO JUNE 30, 2009
|
||||
(Expressed
in U.S. Dollars)
|
||||
2009
|
||||
OPERATING
ACTIVITIES
|
||||
Net
loss for the period
|
$
|
(21,698)
|
||
Adjustment
to reconcile net loss to net cash used in operating
activities:
|
||||
Forgiveness
of debt
|
198
|
|||
Donated
service
|
21,500
|
|||
NET
CASH USED IN OPERATING ACTIVITIES
|
-
|
|||
NET
INCREASE IN CASH
|
-
|
|||
CASH,
BEGINNING OF PERIOD
|
-
|
|||
CASH,
END OF PERIOD
|
$
|
-
|
||
SUPPLEMENTAL
CASH FLOW INFORMATION
|
||||
Interest
expense
|
-
|
|||
Taxes
|
-
|
|||
NON-CASH
FINANCING ACTIVITIES
|
||||
None
|
-
|
|||
(See
accompanying notes to the financial
statements)
|
F-14
-20-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
June
30, 2009
1.
Nature of Operations and Going Concern Matters
Coronus
Energy Corp. (the “Company”) was formed on June 23, 2009 under the laws of the
State of Delaware. The Company’s fiscal year end is March 31,
2009.
The
Company is considered a development stage company as defined in Statement of
Financial Accounting Standards No. 7. It intends to deploy and
operate utility-scale solar power systems in the State of California. The
Company had no operations as of June 30, 2009.
In view
of certain conditions, the ability of the Company to continue as a going concern
is in substantial doubt and dependent upon achieving a profitable level of
operations and on the ability of the Company to obtain necessary financing to
fund ongoing operations. Management plans to seek sources of debt and equity
financing on favorable terms and expects to keep its operating costs to a
minimum until cash is available through financing or operating activities.
There are no assurances that the Company will be successful in achieving
these goals. The Company has incurred an accumulated loss of $21,698 since
inception and has no source of revenue. These financial statements do not give
effect to any adjustments which would 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 in other than the normal course of business and at
amounts different from those reflected in the accompanying financial
statements.
2.
Significant Accounting Policies
(a)
Principles of Accounting
These
financial statements are stated in U.S. dollars and have been prepared in
accordance with accounting principles generally accepted in the United States of
America.
(b)
Accounting Estimates
The
preparation of 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 reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates and assumptions.
F-15
-21-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
June
30, 2009
2.
Significant Accounting Policies - Continued
(c)
Earnings (Loss) Per Share
Basic
earnings or loss per share is based on the weighted average number of shares
outstanding during the period of the financial statements. Diluted
earnings or loss per share is based on the weighted average number of common
shares outstanding and dilutive common stock equivalents. Basic earnings (loss)
per share is computed by dividing net loss (numerator) applicable to common
stockholders by the weighted average number of common shares outstanding and
issuable (denominator) for the period. All per share and per share information
are adjusted retroactively to reflect stock splits and changes in par value,
when applicable.
(d)
Foreign Currency Translations
The
Company’s functional and reporting currency is US dollars. At the
transaction date, each asset, liability, revenue and expense in other currencies
is translated into U.S. dollars by the use of the exchange rate in effect at
that date. At the period end, monetary assets and liabilities in other
currencies are re-measured by using the exchange rate in effect at that
date.
The
resulting foreign exchange gains and losses are included in
operations.
(e) Fair
Value of Financial Instruments
Fair
value estimates of financial instruments are made at discrete points in time,
based on relevant information about financial markets and specific financial
instruments. As these estimates are subjective in nature, involving
uncertainties and matters of significant judgment, they cannot be determined
with precision. Changes in assumptions can significantly affect estimated fair
values.
(f)
Income Taxes
The
Company accounts for income taxes under the provisions of Statement of Financial
Accounting Standards No. 109 (“SFAS 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 statements
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-16
-22-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
June
30, 2009
2.
Significant Accounting Policies - Continued
(g)
Comprehensive Income
The
Company accounts for comprehensive income under the provisions of Statement of
Financial Accounting Standards No. 130 (“SFAS 130”), Reporting Comprehensive
Income, which establishes standards for reporting and display of
comprehensive income, its components and accumulated
balances. Comprehensive income comprises all transactions affecting
equity except those resulting from investments by owners and distributions to
owners.
The
Company has no elements of "other comprehensive income" for the period ended
June 30, 2009.
(h) New
Accounting Pronouncements
In
June 2009, 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. SFAS 168 is effective for financial
statements issued for interim and annual periods ending after September 15,
2009.
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.
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-17
-23-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
June
30, 2009
3.
Related Party Transactions
During
the period from June 23, 2009 to June 30, 2009, $198 was advanced by a director
and shareholder to pay for incorporation and office expenses incurred by the
Company. The amount was forgiven by the director and is credited to additional
paid in capital.
Consulting
service with fair value of $21,500 was donated by the director and shareholder
of the Company and has been included in the additional paid in
capital.
4.
Share Capital
The
authorized share capital of the Company consists of 1,500 common shares with no
par value.
During
the period ended June 30, 2009, the Company issued one common share at a nominal
amount of $0.01.
5.
Income Tax
As at
June 30, 2009, the Company has estimated net operating losses carryforward for
tax purposes of approximately $198 which will expire in 2029. This amount may be
applied against future federal taxable income. The Company evaluates its
valuation allowance requirements on an annual basis based on projected future
operations. When circumstances change and this causes a change in management's
judgment about the realizability of deferred tax assets, the impact of the
change on the valuation allowance is generally reflected in current
income.
F-18
-24-
CORONUS
ENERGY CORP.
(A
development stage company)
Notes
to the financial statements
(Expressed
in U.S. Dollars)
June
30, 2009
5.
Income Tax - Continued
A
reconciliation of income taxes at statutory rates with the reported taxes is as
follows:
Net
loss for the period before income tax
|
$
|
(21,698)
|
Income
tax recovery at statutory rates of 24%
|
(5,208)
|
|
Non-deductable
expense
|
5,160
|
|
Unrecognized
benefits of non-capital losses
|
48
|
|
Total
income tax recovery
|
-
|
The tax
effects of temporary differences that give rise to the Company's deferred tax
asset (liability) are as follows:
Deferred
tax assets:
|
|||
Net
operating loss carryforwards
|
$
|
48
|
|
Valuation
allowance
|
(48)
|
||
Net
deferred tax asset
|
$
|
-
|
F-19
-25-
(b) Pro
Forma Financial Statements.
Pro
Forma Consolidated Financial Statements of
INSIGHTFULMIND
LEARNING, INC.
September
30, 2009
(Unaudited)
Table of
Contents
|
Page
Number
|
Pro
forma Consolidated Balance Sheet
|
F-1
|
Pro
forma Consolidated Income Statement
|
F-2
|
Notes
to the Pro forma Consolidated Financial Statements
|
F-3
– F-5
|
-26-
INSIGHTFULMIND
LEARNING, INC.
|
||||||||
(A
Development Stage Enterprise)
|
||||||||
PROFORMA
CONSOLIDATED BALANCE SHEETS
|
||||||||
SEPTEMBER
30, 2009
|
||||||||
(Expressed
in US Dollars)
|
||||||||
Insightfulmind
|
Coronus
|
Adjustment
|
Proforma
bal.
|
|||||
ASSETS
|
||||||||
CURRENT
|
||||||||
Cash
and cash equivalents
|
$
|
1,184
|
-
|
1,184
|
||||
Goods
and services tax receivable
|
1,498
|
-
|
1,498
|
|||||
Prepaid
Expenses
|
1,683
|
146
|
1,829
|
|||||
TOTAL
CURRENT ASSETS
|
4,365
|
146
|
-
|
4,511
|
||||
EQUIPMENT
|
336
|
-
|
336
|
|||||
WEBSITE
DEVELOPMENT COSTS
|
3,299
|
-
|
3(b)
|
(3,299)
|
-
|
|||
INTANGIBLE
ASSET
|
283
|
-
|
3(a)
|
21,500
|
21,500
|
|||
3(b)
|
(283)
|
|||||||
TOTAL
ASSETS
|
$
|
8,283
|
146
|
17,918
|
26,347
|
|||
LIABILITIES
|
||||||||
CURRENT
|
||||||||
Accounts
Payable and accrued liabilities
|
$
|
8,631
|
-
|
8,631
|
||||
Loan
from a shareholder
|
131,972
|
-
|
131,972
|
|||||
TOTAL
CURRENT LIABILITIES
|
140,603
|
-
|
-
|
140,603
|
||||
STOCKHOLDERS'
DEFICIENCY
|
||||||||
SHARE
CAPITAL
|
681,999
|
-
|
3(a)
|
21,646
|
703,645
|
|||
ADDITIONAL
PAID IN CAPITAL
|
272,190
|
21,865
|
3(a)
|
(21,865)
|
272,190
|
|||
ACCUMULATED
OTHER COMPREHENSIVE LOSS
|
(13,447)
|
-
|
(13,447)
|
|||||
DEFICIT, accumulated
during the development stage
|
(1,073,062)
|
(21,719)
|
3(a)
|
21,719
|
(1,076,644)
|
|||
3(b)
|
(3,299)
|
|||||||
3(b)
|
(283)
|
|||||||
TOTAL
STOCKHOLDER'S (DEFICIENCY)
|
(132,320)
|
146
|
17,918
|
(114,256)
|
||||
TOTAL
LIABILITIES AND STOCKHOLDER'S (DEFICIENCY)
|
$
|
8,283
|
146
|
17,918
|
26,347
|
|||
(See
accompanying notes to the pro forma consolidated financial
statements)
|
F-1
-27-
INSIGHTFULMIND
LEARNING, INC.
|
||||||||||
(A
Development Stage Enterprise)
|
||||||||||
PROFORMA
CONSOLIDATED STATEMENTS OF OPERATIONS
|
||||||||||
SIX
MONTHS ENDED SEPTEMBER 30, 2009
|
||||||||||
(Expressed
in U.S. Dollars)
|
||||||||||
(Unaudited)
|
||||||||||
Insightfulmind
|
Coronus
|
Adjustment
|
Proforma
|
|||||||
REVENUE
|
$
|
240
|
$
|
-
|
$
|
240
|
||||
EXPENSES
|
||||||||||
Amortization
|
1,099
|
-
|
1,099
|
|||||||
Consulting
fee
|
-
|
-
|
-
|
|||||||
Donated
service
|
-
|
21,500
|
3(a)
|
(21,500)
|
-
|
|||||
Interest
on shareholder loan
|
2,212
|
-
|
2,212
|
|||||||
Interest
and bank charges
|
1,421
|
-
|
1,421
|
|||||||
Office
and miscellaneous
|
6,738
|
219
|
3(a)
|
(226)
|
6,731
|
|||||
Professional
fees
|
24,852
|
-
|
24,852
|
|||||||
Repairs
and maintenance
|
-
|
-
|
-
|
|||||||
Salaries
and wages
|
16,009
|
-
|
16,009
|
|||||||
Stock
based compensation
|
-
|
-
|
-
|
|||||||
Telephone
and utilities
|
615
|
-
|
615
|
|||||||
Advertising
and promotion
|
1,458
|
-
|
1,458
|
|||||||
Write
down in website development costs
|
-
|
-
|
3(b)
|
3,299
|
3,299
|
|||||
Write
down in intangible asset
|
-
|
-
|
3(b)
|
283
|
283
|
|||||
54,404
|
21,719
|
(18,144)
|
57,979
|
|||||||
OTHER
INCOME
|
||||||||||
Interest
income
|
16
|
-
|
16
|
|||||||
Debt
forgiven
|
729
|
-
|
729
|
|||||||
745
|
-
|
-
|
745
|
|||||||
NET
LOSS FOR THE PERIOD
|
(53,419)
|
(21,719)
|
18,144
|
(56,994)
|
||||||
Basic
and diluted loss per share
|
$
|
(0.01)
|
$
|
(21,719.00)
|
$
|
(0.01)
|
||||
Weighted
average number of common shares outstanding -
basic
and diluted
|
6,771,293
|
1
|
-
|
6,776,757
|
||||||
(See
accompanying notes to the pro forma consolidated financial
statements)
|
F-2
-28-
INSIGHTFULMIND
LEARNING, INC.
Notes
to the Pro Forma Consolidated Financial Statements
September
30, 2009
(Unaudited)
1.
BASIS OF PRESENTATION
The
accompanying unaudited pro forma consolidated balance sheet and statement of
operations of Insightfulmind Learning, Inc. (“Insightfulmind”) have been
prepared by management to give effect to the acquisition (the “Acquisition”) of
Coronus Energy Corp. (“Coronus”) by Insightfulmind and the related transactions
as more fully described in Note 2 on the basis of the assumptions described in
Note 3.
The
Acquisition was treated as an acquisition of assets rather than a business
combination because Coronus does not constitute a business. The Acquisition has
been accounted for under the acquisition method in the unaudited pro forma
consolidated balance sheet and statement of operations.
The
unaudited pro forma consolidated balance sheet of the resulting issuer has been
prepared from the unaudited balance sheet of Insightfulmind as at September 30,
2009 and the unaudited balance sheet of Coronus as at September 30,
2009.
The
unaudited pro forma consolidated statement of operations for the period ended
September 30, 2009 has been prepared using the unaudited results of operation of
Insightfulmind for the six months ended September 30, 2009 and the unaudited
results of operation of Coronus for the period from June 23, 2009 to September
30, 2009.
Certain
information and footnote disclosure included in the above financial statements
has been condensed or omitted in the proforma consolidated financial statements.
It is suggested that the accompanying proforma balance sheet should be read in
conjunction with the related financial statements.
The
unaudited pro forma consolidated financial statements has been prepared in
accordance with U.S. generally accepted accounting principles and should be read
in conjunction with the foregoing financial statements and notes
thereto.
The
unaudited pro forma consolidated financial statements are not necessarily
indicative of the financial position of the resulting issuer had the Acquisition
and related transactions and other pro forma adjustments been effected on the
dates indicated. Further, the unaudited pro forma consolidated financial
statements are not necessarily indicative of the financial position that may be
obtained in the future.
F-3
-29-
INSIGHTFULMIND
LEARNING, INC.
Notes
to the Pro Forma Consolidated Financial Statements
September
30, 2009
(Unaudited)
2.
THE ACQUISITION
On August
10, 2009, Insightfulmind entered into an agreement (the “Share Purchase
Agreement”) to acquire all of the issued and outstanding shares of 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,
Insightfulmind was to acquire all of the outstanding shares of Coronus in
exchange for 1,000,000 common shares of Insightfulmind, 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
of Insightfulmind, which was obtained on October 13, 2009.
The Share
Purchase Agreement required that 1,012,500 common shares of Insightfulmind held
by Mr. Jeff Thachuk, President of Insightfulmind, be transferred privately to
Mr. Mark Burgert, the sole principal of Coronus, that an aggregate of 452,500
stock options of Insightfulmind 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 private 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 private 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, Insightfulmind is now able to close on the Share Purchase Agreement and
did so on November 2, 2009. On closing, Insightfulmind engaged Mr.
Burgert as a consultant, and in consideration for this engagement, granted to
Mr. Burgert an aggregate of 175,000 options exercisable at a price of $0.13 per
share. Additionally, on closing, the 4,525,000 common shares of Insightfulmind
then collectively held between Messrs. Thachuk and Burgert were 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 Insightfulmind on a consolidated
basis.
3.
PRO FORMA ASSUMPTIONS AND ADJUSTMENTS
The
unaudited pro forma consolidated financial statements incorporate the following
pro forma assumptions and adjustments:
(a)
|
Insightfulmind
completed the issuance of 1,000,000 shares to the shareholders of Coronus
on September 30, 2009 in exchange for all the issued and outstanding
shares of Coronus. The acquisition cost is based on the fair
value of the assets acquired as it is more clearly evident and more
reliably measurable compared to the consideration
given.
|
(b)
|
The
balance of website development costs and intangible assets in the books of
Insightfulmind are written off as a result of the closing of the
acquisition and management’s decision to redirect the business from
delivering educational courses over the internet to the deployment and
operation of utility-scale solar power system in the State of
California.
|
F-4
-30-
INSIGHTFULMIND
LEARNING, INC.
Notes
to the Pro Forma Consolidated Financial Statements
September
30, 2009
(Unaudited)
4.
SHARE CAPITAL
Upon
completion of the transaction assumed under Note 3, the share capital of
Insightfulmind will be as follows:
Deficit
|
||||||||||||
Number
|
Accumulated
|
accumulated
|
||||||||||
of
|
Additional
|
Other
|
during
|
Total
|
||||||||
Common
|
Amount
|
Paid-in
|
Comprehensive
|
development
|
shareholders'
|
|||||||
Shares
|
Capital
|
Loss
|
stage
|
equity
|
||||||||
Opening
balance
|
||||||||||||
of
Insightfulmind
|
6,771,293
|
$
|
681,999
|
$
|
272,190
|
$
|
(13,447)
|
$
|
(1,073,062)
|
$
|
(132,320)
|
|
Impairment
of prior
|
||||||||||||
business
assets
|
$
|
(3,582)
|
(3,582)
|
|||||||||
Shares
issued
|
||||||||||||
for
Acquisition
|
1,000,000
|
21,646
|
21,646
|
|||||||||
7,771,293
|
$
|
703,645
|
$
|
272,190
|
$
|
(13,447)
|
$
|
(1,076,644)
|
$
|
(114,256)
|
F-5
-31-
(c)
|
Exhibit
No.
|
Document
Description
|
3.1
|
Amended
Articles of Incorporation.
|
|
10.1
|
Escrow
Agreement.
|
|
23.1
|
Consent
of Chang Lee LLP.
|
|
99.1
|
Press
Release for November 2, 2009.
|
|
99.2
|
Press
Release for November 6, 2009.
|
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 6th day
of November 2009.
CORONUS
SOLAR INC.
|
||
formerly,
INSIGHTFULMIND LEARNING, INC.
|
||
BY:
|
JEFF THACHUK | |
Jeff
Thachuk
|
||
President,
Principal Executive Officer, Principal Financial Officer, Principal
Accounting Officer, Secretary, Treasurer and a
Director
|
-32-