Insight Management Corp - FORM 10-Q/A

Attached files

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EX-31.1 - EXHIBIT 31.1 - Insight Management Corp	exhibit3112211.htm
EX-32.1 - EXHIBIT 32.1 - Insight Management Corp	exhibit3212211.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

———————

FORM 10-Q AMENDED

———————

(Mark One)

þ	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2010
or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from: _____________ to _____________

Commission File number: 333-148697

———————

INSIGHT MANAGEMENT CORPORATION

(Exact name of small business issuer as specified in its charter)

———————

Florida		20-8715508
(State or other jurisdiction of Incorporation or organization)		(IRS Employee Identification No.)

408 W. 57th Street, Suite 8E, New York, NY 10019

866-787-3588

(Address of principal executive offices)

(Former name, former address and former fiscal year, if changed since last report)

———————

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No þ


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 definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o			Accelerated Filer	o
Non-accelerated filer	o	(Do not check if a smaller reporting company)		Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

___Yes X No

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Class	Shares outstanding	Date
Common, $.00014 par value	598,443,380	November 19, 2010

TABLE OF CONTENTS

Insight Management Corporation

Part I - Financial Information

Item 1.	Unaudited Financial Statements	1

	Consolidated Balance Sheets	1

	Consolidated Statements of Operations	2

	Consolidated Statement of Changes in Stockholders’ Deficit	3

	Consolidated Statements of Cash Flows	4

	Notes to Unaudited Consolidated Financial Statements	6

Item 2	Management's Discussion and Analysis or Plan of Operation	9

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	11

Item 4.	Controls and Procedures	11

Part II - Other Information

Item 1.	Legal Proceedings	12

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	12

Item 3.	Defaults Upon Senior Securities	12

Item 4.	Removed and Reserved	12

Item 5.	Other Information	12

Item 6.	Exhibits	12

PART I - FINANCIAL INFORMATION

ITEM 1. UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS:

Insight Management Corporation

Consolidated Balance Sheets

For the periods ending September 30, 2010 and December 31, 2009

Unaudited

	September 30,			December 31,
	2010			2009
	(Unaudited)			(Audited)
ASSETS

CURRENT ASSETS:

Cash and cash equivalents	$	228		$	3,273
Other current assets		1,773			-
Total current assets		2,001			3,273
Equipment, net of accumulated depreciation		-			4,330
TOTAL ASSETS	$	2,001		$	7,603

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accounts payable and accrued expenses	$	531,214		$	313,855
Accounts payable - related party		5,000			5,000
Short-term notes payable		61,296			51,296
Short-term notes payable - related party		47,000			13,000
Convertible note payable, net of unamortized discount		194,444
Convertible notes payable - related party		20,100			-
Total current liabilities	$	859,054		$	383,151

STOCKHOLDERS' DEFICIT:

Common stock, $0.00014 par value; 1,000,000,000 shares
authorized, 598,443,380 and 516,953,806 shares issued and
outstanding, respectively		83,783			72,374
Additional paid-in capital		6,037,146			875,732
Accumulated deficit		(1,184,056	)		(1,184,056	)
Deficit accumulated during re-entry to development stage		(5,793,926	)		(139,598	)
Total stockholders' deficit		(857,053	)		(375,548	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	2,001		$	7,603

The accompanying notes are an integral part of the financial statements.

Consolidated Statements of Operations

For the periods ending September 30, 2010 and 2009 and the period

from re-entering the development stage October 1, 2009 through September 30, 2010

Unaudited

													Re-entry to
													Development Stage
													(October 1, 2009)
	Three months ended						Nine months ended						through
	September 30,						September 30,						September 30, 2010
	2010			2009			2010			2009

REVENUES	$	-		$	588,903		$	-		$	588,903		$	-
Total revenues		-			588,903			-			588,903			-

COSTS AND EXPENSES:
Consulting fees		-			-			65,263			102,550			75,263
Consulting fees - related party		-			-			-			10,000			-
Compensation		27,329			333,949			120,547			392,891			166,825
Contracted labor		-			12,500			-			56,700			21,050
Professional fees		23,900			65,690			99,590			136,323			148,700
Other operating expenses		3,108			139,793			14,349			159,496			27,266
Depreciation and amortization		-			89,464			425			90,163			668
Total cost and expenses		54,337			641,396			300,174			948,123			439,772

OTHER INCOME (EXPENSE):
Interest expense		(196,792	)		(111,355	)		(219,779	)		(112,373	)		(219,779	)
Loss on settlement of accounts payable		(132,550	)					(132,550	)					(132,550	)
Impairment of intangible asset		(5,000,000	)					(5,000,000	)					(5,000,000	)
Net gains and (losses) on disposals of equipment		-			344			(1,825	)		(1,109	)		(1,825	)
Net other income and expense		(5,329,342	)		(111,011	)		(5,354,154	)		(113,482	)		(5,354,154	)

NET (LOSS)	$	(5,383,679	)	$	(163,504	)	$	(5,654,154	)	$	(472,702	)	$	(5,793,926	)

BASIC AND DILUTED NET (LOSS) PER
COMMON SHARE	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING		574,848,915			510,451,780			537,073,383			507,208,205

The accompanying notes are an integral part of the financial statements.

Insight Management Corporation

Consolidated Statement of Changes In Stockholders’ Deficit

For the period from re-entering the development stage (October 1, 2009 through September 30, 2010)

Unaudited


													Deficit
					Stock								Accumulated
	Common Stock				Subscription			Additional		Accumulated			During Re-entry to
	Shares		Amount		Receivables			Paid-In- Capital		Deficit			Development Stage			Total
Balances, October 1, 2009 -
re-entry to development stage		515,453,806	$	72,164	$	(24,340	)	$	810,482	$	(1,184,056	)	$	-		$	(325,750	)

Payment of subscription receivable		-		-		24,340			-		-			-			24,340

Shareholder contribution		-		-		-			35,460		-			-			35,460

Shares issued for services		1,500,000		210		-			29,790		-			-			30,000

Net loss		-		-		-			-		-			(139,598	)		(139,598	)

Balances, December 31, 2009		516,953,806	$	72,374	$	-		$	875,732	$	(1,184,056	)	$	(139,598	)	$	(375,548	)

Shareholder contribution		-		-		-			15,000		-			-			15,000

Shares issued for services		72,750,000		10,185		-			135,315		-			-			145,500

Shares issued for convertible debt conversion		8,739,579		1,224		-			11,099		-			-			12,323

Beneficial conversion feature									5,000,000

Net loss		-		-		-			-		-			(5,654,328	)		(5,654,328	)

Balances, September 30, 2010		598,443,380	$	83,783	$	-		$	6,037,146	$	(1,184,056	)	$	(5,793,926	)	$	(857,053	)

The accompanying notes are an integral part of the financial statements

Insight Management Corporation

Consolidated Statements of Cash Flows

For the nine months ending September 30, 2010 and 2009, and the period from

re-entering the development stage (October 1, 2009 through September 30, 2010

Unaudited


							Re-entry to
							Development Stage
	Nine months ended						(October 1, 2009)
	September 30,						through
	2010			2009			September 30, 2010
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(5,654,328	)	$	(472,702	)	$	(5,793,926	)
Adjustments to reconcile net loss to net cash used by operating activities:
Impairment of subscription receivable		-			3,100			-
Loss on settlement of accounts payable		132,550			-			132,550
Shares issued for services		6,000			10,599			36,000
Loss on disposal of equipment		1,825			1,109			1,825
Amortization of beneficial conversion feature		194,444
Depreciation and amortization		425			90,163			668
Impairment of intangible asset		5,000,000						5,000,000
Change in operating assets and liabilities:
Accounts receivable		-			(56,582	)		-
Other current assets		(1,773	)		(900	)		(1,773	)
Other non-current assets		-			-			-
Accounts payable and accrued expenses		226,712			302,646			283,030
NET CASH USED BY OPERATING ACTIVITIES		(94,145	)		(122,567	)		(147,182	)

CASH FLOWS FROM INVESTING ACTIVITIES:
Net cash acquired from acquisitions		-			160,232			-
Purchase of equipment		-			-			(250	)
Proceeds from disposal of equipment		-			699			-
NET CASH PROVIDED (USED) BY INVESTING ACTIVITIES		-			160,931			(250	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from short-term notes payable		10,000			31,267			40,296
Proceeds from short-term notes payable - related party		34,000			-			34,000
Proceeds from convertible notes payable - related party		32,100			-			32,100
Proceeds from sale of common stock		-			245,322			-
Receipts from stock subscription receivable		-			-			24,340
Shareholder contribution		15,000			-			15,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		91,100			276,589			145,736

NET CHANGE IN CASH AND CASH EQUIVALENTS		(3,045	)		314,953			(1,696	)
CASH AND CASH EQUIVALENTS, beginning of period		3,273			16,759			1,924

CASH AND CASH EQUIVALENTS, end of period	$	228		$	331,712		$	228

Insight Management Corporation

Consolidated Statements of Cash Flows (continued)

For the nine months ending September 30, 2010 and 2009, and the period from

re-entering the development stage (October 1, 2009 through September 30, 2010

Unaudited


						Re-entry to
						Development Stage
	Nine months ended					(October 1, 2009)
	September 30,					through
	2010		2009			September 30, 2010
SUPPLEMENTAL DISCLOSURES OF NON-CASH FINANCING
TRANSACTIONS:
Accrued expenses retired in exchange for equipment	$	2,080	$	-		$	2,080
Beneficial conversion feature		5,000,000					5,000,000
Short-term note payable assigned to related parties		-		-			13,000
Accounts payable acquired in reverse merger		-		97,168			-
Non-cash assets acquired/debt assumed from acquisition:
Accounts receivable		-		249,800			-
Other current assets		-		7,611			-
Equipment		-		640,675			-
Identifiable intangible assets		5,000,000		2,950,000			5,000,000
Goodwill		-		654,764			-
Accounts payable		-		17,809			-
Long term debt - current portion		-		2,234,537			-
Conditional note payable		-		2,401,692			-
Stock issued for debt settlement/stock subscription receivable:
Stock issued for conversion of convertible notes payable - related party including accrued interest		12,323		-			12,323
Stock subscription receivable		-		39,340			-
Accounts payable				(16,892	)

SUPPLEMENTAL DISCLOSURES:
Cash paid for interest	$	-	$	-		$	-
Cash paid for taxes	$	-	$	-		$	-

The accompanying notes are an integral part of the financial statement

INSIGHT MANAGEMENT CORPORATION

(A Development Stage Company)

----------------

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.	Basis of Financial Statement Presentation

Interim Financial Information

The accompanying unaudited consolidated financial statements of Insight Management Corporation (the “Company” or “we”) have been prepared in accordance with principles generally accepted in the United States of America for interim financial information and applicable rules of Regulation S-X. Accordingly, they do not include all of the information and notes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. The interim financial statements and notes should be read in conjunction with the financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2009. Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2010.

Subsequent Events

We have evaluated subsequent events and transactions for potential recognition or disclosure in the accompanying financial statements.

Reclassifications

Certain amounts in the 2009 financial statements have been reclassified in order to conform to 2010 financial statement presentation.

2. Development Stage Operations

Prior to the previously reported acquisition of Rebel Testing, Inc. (“RTI”) on June 30, 2009, the Company had presented its financial statements as a development stage company as it had not realized significant revenues. With the acquisition of RTI, the Company exited development stage status and discontinued the financial statement presentation requirements under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915, Development Stage Entities. However, upon the loss of control and deconsolidation of RTI effective October 1, 2009, the Company re-entered the development stage effective October 1, 2009 and thus re-implemented the reporting requirements of ASC Topic 915 as of that date (see Note 5).

3. Acquisition of Simply Constructed

On September 24, 2010, the Company acquired Simply Constructed, Inc., a Wyoming corporation, for $5,000,000. The Company issued the shareholder of Simply Constructed a Convertible Promissory Note with a beneficial conversion feature due April 1, 2011 at an interest rate of 6% per annum. Subject to conditions specified in the Convertible Note agreement the outstanding principal amount and accrued interest are automatically convertible to common shares of the Company at the maturity date, limited to not more than 4.9% of the then total issued and outstanding shares of the Company, the number of which is equal to the product of the principal amount at 30% of the average closing bid price of the three trading days preceding the conversion date. In return, the Company acquired 100% of the issued and outstanding shares of Simply Constructed, including all rights to its currently pending patent application, and green energy lines of business. As of September 30, 2010, the Company has recorded an impairment loss of $5,000,000 on the intangible asset acquired.

4.	Recently Adopted and Issued Accounting Standards

Adopted

Effective January 1, 2010, the Company adopted changes issued by the FASB on January 21, 2010, to disclosure requirements for fair value measurements. Specifically, the changes require a reporting entity to disclose separately the amounts of significant transfers in and out of Level 1 and Level 2 fair value measurements and describe the reasons for the transfers. The changes also clarify existing disclosure requirements related to how assets and liabilities should be grouped by class and valuation techniques used for recurring and nonrecurring fair value measurements. The adoption of these changes had no impact on the financial statements.

Effective January 1, 2010, the Company adopted changes issued by the FASB on February 24, 2010, to accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or available to be issued, otherwise known as “subsequent events.” Specifically, these changes clarified that an entity that is required to file or furnish its financial statements with the Securities and Exchange Commission (“SEC”) is not required to disclose the date through which subsequent events have been evaluated. Other than the elimination of disclosing the date through which management has performed its evaluation for subsequent events, the adoption of these changes had no impact on the financial statements.

Issued

In January 2010, the FASB issued changes to disclosure requirements for fair value measurements. Specifically, the changes require a reporting entity to disclose, in the reconciliation of fair value measurements using significant unobservable inputs (Level 3), separate information about purchases, sales, issuances, and settlements (that is, on a gross basis rather than as one net number). These changes become effective for the Company beginning January 1, 2011. Other than the additional disclosure requirements, management has determined these changes will not have an impact on the financial statements.

5.	Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. Except for a period in 2009 in which the Company had an operational subsidiary, the Company has operated as a development stage enterprise and does not have an established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern, relying on limited private placements of its stock through a Regulation S offering and debt obtained from primarily related parties to fund its development activities while incurring significant losses and a working capital deficit.

The Company's ability to continue in existence is dependent upon developing sources of capital to continue its development activities. Management's plan is to raise capital through additional private offerings and financing initiatives, in addition to registering shares to raise equity capital in U.S. and foreign markets. The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.

6. Discontinued Operations

As previously reported, on March 2, 2010, the RTI Sellers formally cancelled the RTI Stock Purchase Agreement with the Company dated June 30, 2009, due to the Company defaulting on the Purchase Agreement terms as of September 30, 2009 and subsequent extensions granted by the Sellers through modifications of the Purchase Agreement beginning October 1, 2009. Although formal termination of the Purchase Agreement did not occur until March 2, 2010, for accounting purposes the Company retrospectively recognized the loss of control and deconsolidation of RTI as effective upon the Company’s first default of the Purchase Agreement on October 1, 2009. Accordingly, there were no effects from this discontinued operation during the three and nine month period ended September 30, 2010.

7.	Fair Value Measurements

The Company adopted certain provisions of FASB ASC Topic 820, “Fair Value Measurements and Disclosures,” as of April 1, 2009, to evaluate the fair value of certain of its financial assets required to be measured on a recurring basis. Under FASB ASC Topic 820, based on the observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value will be classified and disclosed in one of the following three categories:

·	Level 1. Observable inputs such as quoted market prices in active markets.

·	Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly, and

·	Level 3. Unobservable inputs in which there is little or no market data, which require the reporting entity to develop its own assumptions.

Debt

Short-Term Notes Payable

At September 30, 2010 the Company has an unsecured loan with a company in the amount of $21,000, the principal and accrued interest (6% annual rate) of which was due September 30, 2009. After September 30, 2009, an additional late charge of 5% accrues on the outstanding balance.

At September 30, 2010 the Company has an unsecured loan due its former subsidiary, RTI, in the amount of $30,296, the principal and accrued interest (6% annual rate) of which is due September 30, 2010. After September 30, 2010, an additional late charge of 4% accrues on the outstanding balance.

On February 11, 2010, the Company executed an unsecured loan agreement with its (now former) CEO for working capital in the amount of $10,000, the principal and accrued interest (6% annual rate) of which was due May 12, 2010. A late charge of 4% interest per annum will be incurred on any outstanding balance after the due date.

Short-Term Notes Payable – Related Party

At September 30, 2010, the Company has two unsecured loans with two significant shareholders in the amounts of $6,400 and $6,600, respectively, the principal and accrued interest (6% annual rate) of which were due September 30, 2009. An additional late charge of 5% accrues on the outstanding balance after the due date.

At September 30, 2010, the Company has three unsecured loans with three significant shareholders in the amount of $19,000, the principal and accrued interest (5% annual rate) of which are due October 31, 2010.

On January 29, 2010, the Company executed an unsecured loan agreement with a shareholder for working capital in the amount of $15,000, the principal and accrued interest (6% annual rate) of which is due July 31, 2010. A late charge of 4% interest per annum will be incurred on any outstanding balance after August 31, 2010.

Convertible Notes Payable – Related Party

In a series of transactions from April 5, 2010 to May 10, 2010, the Company issued notes to two companies related by common control totaling $32,100 for working capital needs, as follows:

Issues Dates	Interest Rate			Face Value		Due Date

4/5/2010		5	%	$	2,500	10/25/2010
4/13/2010		5	%		3,000	10/13/2010
4/27/2010		5	%		12,000	10/27/2010
5/10/2010		5	%		13,000	11/15/10
8/11/2010		5	%		1,600	02/11/11
Total face value of notes					32,100

Subject to conditions specified in the Convertible Promissory Note agreements, the outstanding principal amounts and accrued interest are automatically convertible to common shares of the Company at the maturity date, the number of which is equal to the product of the principal amount at 30% of the average closing market price of the three trading days preceding the conversion date.

In accordance with provisions contained in the Convertible Promissory Note agreements, conversion of the notes are contingent upon a future action required by the Company, in particular the approval of sufficient authorized shares in order to effect the conversion of a note. Should this action not occur, the notes are to be settled in cash. Due to this uncertainty, at issuance the notes were recorded at face value to convertible notes payable. No values for the beneficial conversion feature were recognized. Should the previously described action required by the Company occur for any of the notes, at that time the carrying value of that note will be discounted by the value of the note’s beneficial conversion feature, with the off-setting amount recorded to additional paid in capital. The note discount will then be amortized to interest expense using the effective yield method over any remaining maturity period of the note.

On August 17, 2010, the Board of Directors, upon Notice of Conversion, issued 8,739,574 shares of common stock bearing a restrictive legend in full satisfaction of a $12,000 with interest in the amount of 6% per annum, Convertible Promissory Note held by a significant shareholder dated April 27, 2010

Convertible Notes Payable-

On September 20, 2010 the Company acquired Simply Constructed Inc., for $5,000,000. The Company issued to the sole shareholder of Simply Constructed a Convertible Promissory Note due April 1, 2011 at an interest rate of 6% per annum. Subject to conditions specified in the Convertible Promissory Note agreement, the outstanding principal amount and accrued interest are automatically convertible to common shares of the Company at the maturity date, limited to not more than 4.9% of the total of the then issued and outstanding shares of the corporation, the number of which is equal to the product of the principal amount at 30% of the average closing market price of the three trading days preceding the conversion date.

In accordance with the provisions of FASB ASC Topic 470-20, the Company calculated the aggregate value of the embedded beneficial conversion features in connection with the issuances of the convertible notes. The fair value of the embedded beneficial conversion feature was estimated to be the difference between the issue date fair value and face amount of the debt, with the fair value of the debt being determined on a relative fair value basis based on the underlying estimated fair values of the common shares issuable on conversion. The embedded beneficial conversion feature was recorded as a contribution to additional paid-in capital of $5,000,000. The resulting debt discounts are being accreted over the term of the notes using the effective interest amortization method. For the nine months ended September 30, 2010, the Company recorded accretion of $194,444 as interest expense in connection with the convertible notes.

9.	Common Stock Transactions

Related Party Transactions

At September 30, 2009, the Company owed a shareholder $5,000 for development and marketing related services. On January 29, 2010, the Company executed a short-term unsecured note payable for $15,000 with this shareholder (see Note 8).

The Company owes two significant shareholders unsecured loans totaling $13,000 at June 30, 2010 (see Note 8).

During the period April 5, 2010 to August 10, 2010, the Company issued six convertible notes with face values totaling $32,100 to companies related by common control (see Notes 8 and 10).

August 17, 2010, the Board of Directors awarded 69,750,000 shares of common stock with a restrictive legend, pursuant to Rule 144 of the Securities and Exchange Act to Executive Support & Services Group, Corp., in settlement of accounts payable. The Company recognized the loss of $132,550, based upon the closing stock price on the date of the grant.

At September 30, 2010, in addition to the 8,739,574 shares issued for debt conversion, the Company issued 3,000,000 shares for services, and a shareholder contribution of $15,000.

10.	Subsequent Events

On October 8, 2010 the Company received a loan of $35,000.00 from Asher Enterprises, Inc. in return for a Convertible Promissory Note subject to 5% simple interest per annum and due and payable nine (9) months after the date of execution to be converted at maturity to 140,000,000 shares of common stock.

On November 3, 2010, the Company entered into a settlement agreement with a stockholder to satisfy a note in the principal amount of $6,600 plus interest of 6% and 5% penalty interest upon default. The Note defaulted on September 30, 2010. The agreement calls for the conversion of the total principal and accrued interest to be converted into common shares of the corporation. The conversion price is 30% of the three-day average bid price on the date of conversion. To date, the Note has not been converted.

On November 3, 2010, the Company entered into a settlement agreement with a stockholder to satisfy the balance of a note in the amount of $21,000plus interest of 6% per annum and 5% percent per annum penalty interest on default. The Note defaulted on September 30, 2010. The agreement calls for the conversion of the total principal and all accrued interest to be converted into common shares of the corporation. The conversion price is 30% of the three day average bid price on the date of conversion. To, date the Note has not been converted.

ITEM 2 MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Forward-Looking Information

This quarterly report contains forward-looking statements. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. These statements relate to future events or to our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential” or “continue” or the negative of such terms or other comparable terminology. These statements are only predictions. Actual events or results may differ materially. There are a number of factors that could cause our actual results to differ materially from those indicated by such forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements. Moreover, we do not assume responsibility for the accuracy and completeness of such forward-looking statements. We are under no duty to update any of the forward-looking statements after the date of this report to conform such statements to actual results.

The following discussion should be read along with our financial statements as of September 30, 2010, which is included in Item 1 of this document. This discussion contains forward-looking statements about our expectations for our business and financial needs. These expectations are subject to a variety of uncertainties and risks that may cause actual results to vary significantly from our expectations. The cautionary statements made in our Report on Form 10-K should be read as applying to all forward-looking statements in any part of this report.

General

Insight Management Corporation, formerly known as Skreem Records Corporation was an entertainment development, marketing and production company formed in May 2006. Originally the recording and artist management division for an international entertainment media company with multiple hit releases, Skreem Records was formed to continue these operations globally.

As a result of the reverse triangular merger with Micro-research Corporation on June 29, 2009, Insight Management’s core business focus has changed to the energy industry. The Company has a strategic plan for growth through acquisition and functions from the perspective of an engineering firm. This is the nucleolus that directs what acquisitions are made and creates strategic alliances, develops proprietary technology and patents that bring the expertise and ultimately creates the real value for Insight Management. The Company expects to retain the strong management teams in each business unit, capitalizing on their local knowledge of competitors and operating climate, along with their loyal customer relationships.

On March 2, 2010, Insight Management Corporation and Rebel Testing, Inc. (“RTI”) terminated the stock purchase acquisition agreement (“acquisition agreement”) that was signed on March 6, 2009. The continuing slow recovery of the economy from the recession and the overall uncertainty in the business environment greatly impacted Insight Management’s ability to raise capital for the acquisition. RTI had granted two extensions for the initial payment, December 31, 2009, and February 28, 2010. Insight Management was not able to secure funding in time to meet the February deadline and could not give RTI a definitive timeframe as to when funding could be secured. As such, RTI declined to grant a third extension of the payment date. As presented in the company’s 2009 year end 10-K filing, for accounting purposes the 10-K financial statements retrospectively reflected the loss of control and deconsolidation of RTI as effective upon the Company’s first default of the Purchase Agreement on October 1, 2009. Therefore, the Company re-entered the Development Stage as of October 1, 2009. In connection with the RTI deconsolidation, all of the RTI assets were transferred to the RTI Sellers and the acquisition debt was cancelled as provided for under the terms of the Purchase Agreement.

Management is assessing the options for continuing to pursue its strategic plan as defined below which is dependent upon developing additional sources of capital. The Company will also consider opportunities to seek a business combination with an operating or development stage business in a related or unrelated industry, which desires to employ the Company to become a reporting corporation under the Securities Exchange Act of 1934.

Strategic Plan

Insight Management is considering opportunities to combine its business with an operating, development stage company or a combination of the two to provide growth and value to its shareholders. The Company seeks to find and negotiate an acquisition of growth company that meets the following criteria:

●	Solid growth potential
●	Profitable
●	Opportunity to increase profits
●	Strong management team willing to stay on board for a minimum of three years
●	Little or no debt on the books

On September 24, 2010 the Company acquired 100% of the issued and outstanding shares of common stock in Simply Constructed, Inc., a Wyoming corporation, thereby creating a wholly-owned subsidiary.

Simply Constructed is engaged in the green technologies engineering with interests in state of the art patented turn-key home pre fabrication, solar nanotechnology systems, alternative fuel conversion technologies, independent energy systems and self- sustained living systems with zero carbon footprints or use of fossil fuels.

The Company is in the developmental stage and plans to engage in the following green enterprises:

1. Construction: Using C-S.S.I.P panels (completed- steel structural insulated panels), a factory manufactured wall system that replaces standard stick framing and batt insulation. It is a solid one piece wall section composed of an all steel welded structural frame that has been pre- configured with all electrical outlets, jacks, communications, DSL, phone etc. within a standard cam locking device connecting the entire home seamlessly. Imagine panels built with steel and delivered to your building site as a finished product ready to plug and play.

2. Solar Energy: The Company is focusing on acquiring and or developing proprietary "Solar Nanotechnology", as well as interests in established solar energy operations. With nanotechnology, tiny solar cells can be printed onto flexible, very thin light-retaining materials, bypassing the cost of silicon production.

The Company is positioning itself to grow with solar technology and is building the future with steel welded cyclone roof panels that incorporate solar nanotechnology and are completely water proof and self-contained, provide 100% self-sufficient electrical power supplies that are free from the power grid, produce "0" emissions and use no fossil fuel. The Company plans to call this division Simply Solar. Its business objective is simplifying the solar panel while at the same time, increasing its efficiency and diversifying the applications of what a dedicated solar panel could become.

The Company hopes to test and integrate the latest green technologies into pre-fabricated home and living spaces. It plans to use these green symbiotic technologies to provide cutting edge green construction techniques that will leave no or small carbon footprints.

In furtherance of the Company’s new direction away from fossil fuels to alternative green energy sources, it will begin marketing Photovoltaic Solar Products as dealer and re-seller of Nabisolar International (nabisolar.com) products. Nabisolar is based in Hawaii and Shanghai where it was founded in 2004 by Arthur Lo. It is a manufacturer of alternative renewable source energy through the use of Photovoltaic panels (Solar Panels).

Provided the Company is able to raise sufficient working capital it plans to begin to market and sell both Simply Constructed homes and Nabisolar products by 1st quarter of 2011.

RESULTS OF OPERATIONS: Three months and nine months ended September 30, 2010 and September 30, 2009

Revenues –

The Company recorded no revenues for the three and nine months ended September 30, 2010 and 2009.

Operating Expenses –

Operating expenses for the three months ended September 30, 2010 and 2009 were $54,337 and $641,396 respectively, a decrease of $587,059. Compensation decreased in 2010 over 2009 by of $306,620 primarily from a termination bonus payable to our former CEO under her employment agreement upon her resignation in May 2010 and the hiring of a new CEO in July 2010. Consulting fees, contracted labor, and professional fees decreased by a total of $54,290 in the 3rd quarter of 2010 compared to the same period 2009 due to decreased operational activity.

Operating expenses for the nine months ended September 30, 2010 and 2009 were $300,174 and $948,123, respectively, a decrease of $268,024. This change occurred primarily from the net effects of a decrease in compensation and significant decrease in consulting/contracted labor in 2010 over the same period in 2009. Compensation in 2010 decreased $272,344 over the same period in 2009 substantially from the termination of the CEO and Secretary, and of all other administrative staff. Professional fees and consulting/contract labor costs for strategic planning, acquisition, and capital raising development activities were $165,213 in 2010 as compared to $248,873 in 2009, a decrease of $83,660. During this period in 2009, the Company was extensively engaged in its development activities with a pending reverse merger with Micro-research Corporation and an acquisition in progress with Rebel Testing, Inc., requiring more professional, consulting and contract labor services by the Company. Development activities were significantly reduced during most of the nine months ended September 30, 2010 due to inadequate working capital.

Interest Expense –

For the three months ended September 30, 2010 and 2009, the Company recorded interest expense in the amount of $196,792 (including an interest charge of $ 194,444 discount on the $5,000,000 Convertible Promissory Note to acquire Simply Constructed) and $111,355 respectively, an increase of $85,437. Interest charges during the first quarter of 2010 were from outstanding working capital loans obtained by the Company beginning almost entirely in the 3rd quarter of 2009. The increase for the period ending September 30, 2010 is primarily due to the interest expense taken due to the conversion feature discount taken on the Convertible Promissory Note of $5,000,000 used as consideration for the acquisition of Simply Constructed, Inc.

For the nine months ended September 30, 2010 and 2009, the Company recorded interest expense in the amount of $219,779 and $112,373 respectively, an increase of $107,406. Interest charges during this period in 2010 were from outstanding working capital loans obtained by the Company beginning almost entirely in the 3rd quarter of 2009. The increase for the period ending September 30, 2010 is primarily due to the interest expense taken due to the conversion feature discount taken on the Convertible Promissory Note of $5,000,000 used as consideration for the acquisition of Simply Constructed, Inc.

Liquidity and Capital Resources

As of September 30, 2010, the Company had cash of $228 and a working capital deficit of $662,609. Cash used by operations was $94,145 for the nine months ended September 30, 2010 versus $122,567 in the same period in 2009. The use of cash for operations in the nine months ended September 30, 2010 was financed by short-term notes totaling $91,100, convertible notes totaling $32,100 and a shareholder contribution of $15,000 and short term note of $34,000 and short term note of $10,000. The use of cash for operations in the same period in 2009 was $122,567.

To date, the Company’s primary source of working capital to sustain its development activities has been private offerings of common stock through a Regulation S agreement in 2008 which has since terminated. The Company has also placed a limited amount of common stock with an existing shareholder in 2009 for additional working capital and obtained a limited amount of working capital loans from service providers, shareholders and officers. The Company has also attempted to control its working capital deficit by inducing certain debt holders to convert loans to common stock.

The Company presently has inadequate cash reserves and sources for further working capital to fund its expenses over the next twelve months. As a development stage entity, the Company’s ability to meet its obligations and continue as a going concern is dependent upon raising new capital through advances from current shareholders, issuing equity securities to existing and new shareholders, and exploring private equity and debt financing opportunities. The Company will also consider opportunities to seek a business combination with an operating or development stage business in a related or unrelated industry, which desires to employ the Company to become a reporting corporation under the Securities Exchange Act of 1934. If it becomes necessary for us to raise additional funds to support normal operations during the next twelve months, we may choose to sell additional common stock, especially if we enter into an agreement to effectuate a business combination with another entity.

The Company has an agreement with Auctus Private Equity Fund, LLC for the sale of up to $10 million of the Company’s common stock over a 36 month period. The agreement is contingent upon submission of an effective registration statement with the SEC. The Company hopes that it will succeed in having an effective registration statement, which will facilitate raising capital and facilitate further sales. However, there is no guarantee that any effective registration statement will result in raising sufficient capital to meet the Company’s needs, if any at all. The initial S-1 registration was withdrawn, February 28, 2010, on the grounds that the Company had determined that a renegotiation of terms was necessary concerning the equity line agreement and such renegotiation would not be appropriate during the pendency of the Registration Statement. The Company hopes to accomplish an S-1 filing in the near term, but the timing of which, at this time, is indeterminable.

Going Concern

The accompanying consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. Except for a period in 2009 in which the Company had an operational subsidiary, the Company has operated as a development stage enterprise and does not have an established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern, relying on limited private placements of its stock through a Regulation S offering to fund its development activities while incurring significant losses and a working capital deficit.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is subject to certain market risks, including changes in interest rates and currency exchange rates. The Company does not undertake any specific actions to limit those exposures.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company carried out an evaluation under the supervision and with the participation of our management, including the Chief Executive Officer (CEO) who also functions as the Company’s Principal Financial Officer, of the effectiveness of our disclosure controls and procedures as of September 30, 2010. Based on that evaluation, the CEO has concluded that our disclosure controls and procedures are not effective to provide reasonable assurance that: (i) information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including the CEO and Principal Financial Officer, as appropriate to allow timely decisions regarding required disclosure by us; and (ii) information required to be disclosed by us in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.

As of the quarter ended September 30, 2010, there were no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to affect, its internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. REMOVED AND RESERVED

ITEM 5. OTHER INFORMATION

ITEM 6. EXHIBITS

Number		Description
31.1(1)		Certification of Chief Executive Officer and Principal Financial Officer of Insight Management Corporation Required by Rule 13a-14(1) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1(1)		Certification of Chief Executive Officer and Principal Financial Officer of Insight Management Corporation Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and Section 1350 Of 18 U.S.C. 63

———————

(1)	Filed herewith

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the date indicated.


	INSIGHT MANAGEMENT CORPORATION

Date: November 22, 2010	By:	/s/ Kevin Jasper
		Kevin Jasper
		Chief Executive Officer and Principal Financial Officer

Insight Management Corp - FORM 10-Q/A - February 2, 2011

Attached files

Insight Management Corp Reports