Exhibit
99.3





INSIGHTFULMIND
LEARNING, INC.





DISCLOSURE
COMMITTEE


CHARTER





Disclosure
Policy





All
financial disclosures made by the Corporation to its security holders or the
investment community should (i) be accurate, complete and timely, (ii) fairly
present, in all material respects, the Corporation’s financial condition,
results of operations and cash flows, and (iii) meet any other legal, regulatory
or stock exchange requirements.





Committee
Purpose





The
Corporation’s Disclosure Committee (the “Committee”) shall assist the
Corporation’s officers and directors (collectively, the “Senior Officers”)
fulfilling the Corporation’s and their responsibilities regarding (i) the
identification and disclosure of material information about the Corporation and
(ii) the accuracy, completeness and timeliness of the Corporation’s financial
reports.





Responsibilities





Subject
to the supervision and oversight of Senior Officers, the Committee shall be
responsible for the following tasks:





-
            Review
      and, as necessary, help revise the Corporation’s controls and other
      procedures (“Disclosure Controls and Procedures”) to ensure that (i)
      information required by the Corporation to be disclosed to the Securities
      and Exchange Commission (the “SEC”), and other written information that
      the Corporation will disclose to the public is recorded, processed,
      summarized and reported accurately and on a timely basis, and (ii) such
      information is accumulated and communicated to management, including the
      Senior Officers, as appropriate to allow timely decisions regarding
      required disclosure.





-
            Assist
      in documenting, and monitoring the integrity and evaluating the
      effectiveness of, the Disclosure Controls and
  Procedures.





-
            Review
      the Corporation’s (i) Annual Report on Form 10-K, Quarterly Reports on
      Form 10-Q, and Current Reports on Form 8-K, proxy statement, material
      registration statements, and any other information filed with the SEC
      (collectively, the “Reports”), (ii) press releases containing financial
      information, earnings guidance, forward-looking statements, information
      about material transactions, or other information material to the
      Corporation’s security holders, (iii) correspondence broadly disseminated
      to shareholders, and (iv) other relevant communications or presentations
      (collectively, the “Disclosure
Statements”).


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-
            Discuss
      information relative to the Committee’s responsibilities and proceedings,
      including (i) the preparation of the Disclosure Statements and (ii) the
      evaluation of the effectiveness of the Disclosure Controls and
      Procedures.





Other
Responsibilities





The
Committee shall have such other responsibilities, consistent with the
Committee’s purpose, as any Senior Officer may assign to it from time to
time.





Disclosure Control
Considerations





The
Committee shall base the review and revision of the Disclosure Controls and
Procedures on the following factors:





-
            Control Environment:
      The directives of the Board and Audit Committee; the integrity and ethical
      values of the Corporation’s officers and employees, including the “tone at
      the top”; the Corporation’s Code of Ethics, and the philosophy and
      operating style of management, including how employees are organized and
      how authority is delegated.





-
            Risk Assessment:The
      identification and analysis of relevant risks to achieving the goal of
      accurate and timely disclosure, forming a basis for determining how the
      risks should be managed.





-
            Control Activities:The
      procedures to ensure that necessary actions are taken to address and
      handle risks to achievement of
objectives.





-
            Information and Communication:The accumulation, delivery and communication of financial
      information throughout (i.e., up, down and across) the
      organization.





-
            Monitoring:The
      assessment of the quality of the financial reporting systems over time
      through ongoing monitoring and separate evaluations, including through
      regular management supervision and reporting of deficiencies
      upstream.





Organization





The
members of the Committee will be comprised of the Corporations officers and
directors.





The
Committee may designate two or more individuals, at least one of whom shall be
knowledgeable about financial reporting and another about law, who can, acting
together, review Disclosure Statements when time does not permit full Committee
review.





The
Senior Officers at their option may, at any time and from time to time, assume
any or all of the responsibilities of the Disclosure Committee identified in
this Charter, including, for example, approving Disclosure Statements when time
does not permit the full Committee (or the designated individuals) to meet or
act.


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Chair





The Chief
Financial Officer of the Corporation shall act as the Chair of the Committee
(unless and until another member of the Committee shall be so appointed by any
Senior Officer).





Meetings and
Procedures





The
Committee shall meet or act as frequently and as formally or informally as
circumstances dictate to (i) ensure the accuracy, completeness and timeliness of
the Disclosure Statements and (ii) evaluate the Disclosure Controls and
Procedures and determine whether any changes to the Disclosure Controls and
Procedures are necessary or advisable in connection with the preparation of the
Reports or other Disclosure Statements, taking into account developments since
the most recent evaluation, including material changes in the Corporation’s
organization and business lines and any material change in economic or industry
conditions.





The
Committee shall adopt, whether formally or informally, such procedures as it
deems necessary to facilitate the fulfillment of its
responsibilities.





Full
Access





The
Committee shall have full access to all of the Corporation’s books, records,
assets, facilities and personnel, including the internal auditors, in connection
with fulfilling its responsibilities.





Charter
Review





The
Committee shall review and assess this Charter annually, and recommend any
proposed changes to the Senior Officers for approval.





Interpretation





Any
questions of interpretation regarding this Charter, or the Committee’s
responsibilities or procedures, shall be determined initially by the Chair and,
to the extent necessary, ultimately by the Senior Officers.





















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