UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D. C. 20549





FORM
10-K





x
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED MARCH
      31, 2009





Commission
file number 333-155206





INSIGHTFULMIND
LEARNING, INC.


(Exact
name of registrant as specified in its charter)





British
Columbia, Canada


(State
or other jurisdiction of incorporation or organization)





300-1055
West Hastings Street


Vancouver,
British Columbia


Canada   V6E
2E9


(Address
of principal executive offices, including zip code.)





604-609-6152


(Registrant's
telephone number, including area code)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


Yes
o   No
x





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act: Yes x   No
o





Indicate
by check mark whether the registrant(1) has filed all reports required 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 day.   Yes
x   No
o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulations S-K is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.o





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 if the
Exchange Act.





Large
      Accelerated Filer
            o
            
            Accelerated
      Filer
            oNon-accelerated
      Filer
            o
            
            Smaller
      Reporting Company
            x(Do
      not check if a smaller reporting
company)





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes x    No
o





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
sold, or the average bid and asked price of such common equity, as of June 4, 2009:
$174,065.








TABLE
OF CONTENTS





PagePART
      IItem
      1.
                Description
      of Business.
                3Item
      1A.
                Risk
      Factors.
                13Item
      1B.
                Unresolved
      Staff Comments.
                13Item
      2.
                Properties.
                13Item
      3.
                Legal
      Proceedings.
                13Item
      4.
                Submission
      of Matters to a Vote of Security Holders.
                13PART
      IIItem
      5.
                Market
      Price for the Registrant’s Common Equity, Related Stockholders Matters and
      Issuer Purchases of Equity Securities.
                13Item
      6.
                Selected
      Financial Data.
                14Item
      7.
                Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations.
                15Item
      7A.
                Quantitative
      and Qualitative Disclosures About Market Risk.
                20Item
      8.
                Financial
      Statements and Supplementary Data.
                20Item
      9.
                Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure.
                45Item
      9A.
                Controls
      and Procedures.
                45Item
      9B.
                Other
      Information.
                47PART
      IIIItem
      10.
                Directors
      and Executive Officers, Promoters and Control Persons.
                47Item
      11.
                Executive
      Compensation.
                50Item
      12.
                Security
      Ownership of Certain Beneficial Owners and Management.
                53Item
      13.
                Certain
      Relationships and Related Transactions, and Director
      Independence.
                54Item
      14.
                Principal
      Accounting Fees and Services.
                55PART
      IVItem
      15.
                Exhibits
      and Financial Statement Schedules.
                56





























-2-











PART
I





ITEM
1.        BUSINESS





General





We are a development stage company,
founded to create an e-learning business that offers extracurricular courses
over the Internet. Our focus to date has been on senior high-school level
mathematics. We presently sell one web-based course, which we first offered for
sale on May 7, 2008. The goal of the course is to help students improve their
math score on the math section of the SAT®, through practice and by learning the
most frequently used SAT® math techniques. MathNote is the brand under which we
sell our course.  The course is self-paced and fully automated,
involving no teachers or administration by us to offer it. The course is fully
hosted, where students access the course through our corporate website, as
opposed to downloading it, or accessing the course via diskette. Students
register for the course by purchasing a one year, renewable subscription for
$39.





Our
History and Development





Our legal name and the name under which
we carry on business is InsightfulMind Learning, Inc. We were incorporated
federally in Canada pursuant to the provisions of the Canada Business
Corporations Act of 1985, as amended, on December 3, 2001 under the name "The
Lecturenet Learning Corporation". On August 13, 2002, our articles were amended
to split or subdivide the shares of our common stock on the basis of one and
one-half post-subdivision shares for every one share of common stock previously
held. On August 26, 2002, our articles were further amended to change our name
to "InsightfulMind Learning, Inc." On September 24, 2002, our articles were
amended again to remove restrictions on the number of shareholders that we may
have and to remove the prohibition from inviting the public to subscribe for our
securities. Our corporate headquarters are located in Canada, at Suite 300 -
1055 West Hastings Street, Vancouver, British Columbia V6E 2E9. Our registered
and records office is also in Canada at 1600 - 609 Granville Street, Vancouver,
British Columbia V7Y 1C3.





We are extra provincially registered in
the Province of British Columbia, Canada under the British Columbia Business
Corporations Act pursuant to a Certificate of Registration dated January 24,
2002 issued by the Registrar of Companies for the Province of British
Columbia.





We were originally founded to create a
web-based e-learning business that offered a variety of extracurricular,
educational courses over the Internet. Our original plan was to develop courses
from different faculties. In May 2002, we entered into course authoring
contracts with two different authors. One of the authors was to author a course
describing the different strategies to use when analyzing and solving math
problems, intended for those who would be writing high school math contests, as
well as the SAT, or similar college entrance exams, and the other author was to
author a course profiling extraordinary women, in the course of exploring the
history and development of women’s rights, intended for girls between the ages
of ten and twelve. In addition to these two subjects, at the time, we were
contemplating the pursuit of two additional, but completely different,
subjects.








-3-





In early 2003, we changed our approach.
We decided to focus exclusively on our math related subject, developing it in
greater depth. Accordingly, we discontinued development of the course profiling
extraordinary women. We terminated the course authoring contract with the
author, with which the author agreed. In October, 2003, John Omielan, the author
of the math course, delivered to us, in Word format, the first completed course,
along with a set of resources to be used with the course. At that time, the
Company and Mr. Omielan agreed to expand the scope of the original course
authoring contract to include a second course, by adding content to the original
course and then splitting it in two. In October, 2004, we received the second
course, but decided, instead, to recombine the two courses into one core course,
and to use this core course to underlie the development of the two courses we
intended to market. The first course was to help senior-level high school
students prepare for the Math League Math Contest and the second course was to
help them prepare for the American Mathematics Competition 12 (the “AMC
12").





Despite using the same core course to
underlie the development of the two courses, Mr. Omielan customized each course
through the use of math techniques taught and sample problems used. The courses
prepared students for the two math contests by examining past contests to
determine what math techniques were needed, and how often they were used, to
solve the problems in those contests. We then ranked these techniques in terms
of prevalence and taught them, their applications and interrelationships, to the
student. The two different math contests gave rise to two different math
techniques profiles. Accordingly, despite some overlap in techniques due to the
math being senior-level math, a different set of math techniques was covered in
each course. In addition, Mr. Omielan used sample problems from the contest
under study to illustrate the different math techniques. Therefore, where a math
technique was covered in both courses, the sample problems used to illustrate it
differed, depending on the contest under study.





The first course Mr. Omielan delivered
was the Math League Math Contest course. Mr. Omielan delivered the course in
pieces, with the final piece delivered in September, 2005. The course was
drafted in Word. As we received the pieces, we modified the documents to include
web-friendly code for hyperlinks, math typeset, and database applications. The
formatted content was then transferred to web-based templates. To transfer
content and subject it to different applications, we developed, and continue to
add to, a web-based editing tool for this purpose. We completed the Math League
course and released it for sale in October, 2005. Mr. Omielan delivered the
first piece of the second course, the AMC 12 course, in November, 2005. Mr.
Omielan delivered the final piece in January, 2006. As we received the pieces,
we modified the documents to include web-friendly code for hyperlinks, math
typeset, and database applications, and transferred the formatted content to the
web-based templates. We completed the AMC 12 course and released it for sale in
January, 2006. The two courses were different, focusing on different math
technique mixes and using different sample problems to illustrate these
techniques. However, the two courses shared a common set of resources. The two
courses and resource supplements were fully automated, requiring no human
interaction or involvement to offer them (i.e. no teachers or administration).
Additionally, the two courses were fully hosted, where students accessed the
courses via the Internet, as opposed to downloading them, or accessing them via
diskette. The two courses did not sell. We discontinued these two courses on
July 1, 2007, achieving lifetime sales of them of only $827.











-4-





In December, 2006, we turned our focus
onto the SAT®, with the intention of levering the core course and the resources
we developed for the two math contest courses. We entered into a new course
authoring agreement with Mr. Omielan, where Mr. Omielan agreed to author a
course to help students prepare for the math aspect of the SAT®. By April, 2007,
Mr. Omielan had completed the research component of developing the course, where
Mr. Omielan examined the eight practice tests in the official SAT® study guide,
plus the six official SAT® practice tests in the online course, to determine
what math techniques were needed, and how often they were used, enabling Mr.
Omielan to rank these techniques in terms of prevalence, and from this, to
construct the course outline. By January, 2008, the course had been drafted in
its entirety and had been modified to include Web-friendly code for hyperlinks,
math typeset, and database applications. Additionally, all new math typeset
(2,517 images) and diagrams (131 images) had been created. The course needed to
be uploaded. At this point, we decided to place greater emphasis on the practice
problem aspect and less emphasis on theory. We engaged Mr. Omielan to draft 21
new practice problems, with answer keys and explanations, for Lesson 1, which
was also the demo lesson. MathNote SAT® was finished and uploaded, and finally
launched on May 7, 2008.





Since inception Jefferson Thachuk has
been responsible for the general design and development of the business,
including business direction, and all editorial work. Mr. Thachuk is our
chairman of the board, president, principal executive officer, principal
financial officer, principal accounting officer, treasurer, and secretary, as
well as our promoter and a control person. Mr. Thachuk devotes 5 to 20 hours per
week towards the management of our business, depending on our needs. Since
January 2002, Raven Kopelman has been responsible for overseeing all programming
work and the technological development of our corporate website and web-based
courses. Mr. Kopelman is a director and serves as our chief programmer. Mr.
Kopelman devotes 1 to 2 hours per week towards the maintenance of our website,
and up to 10 hours per week, for short periods of time, when required for
development work. Since inception, we’ve had no other employees.





e-Learning
Industry





e-Learning is the industry term for
Internet- and Intranet- or web-enabled and technology developed and distributed
education and training. The key components of e-Learning are content, technology
and services.





e-Learning content ranges from basic
Hyper Text Markup Language (“HTML”) pages and documents to fully interactive
events and simulations. It includes customer specific content development and
off the shelf courseware. There is currently a major drive to web-enable
existing content from various formats such as Instructor led classes, paper
based materials, CD ROM's, and existing intellectual assets.





e-Learning technologies have emerged to
enable the creation, distribution, tracking and administration of training and
learning content. e-Learning technologies also include collaborative tools. The
core piece of e-Learning infrastructure is known as the Learning Management
System (“LMS”). The LMS supports and delivers the e-Learning content and can
incorporate assessment and competency frameworks. The LMS provides the ability
to track, manage and report on learning activity and it can integrate with other
enterprise systems such as Enterprise Resource Planning (“ERP”) and Human
Resources applications.










-5-





The Internet and Intranet allow many
forms of communication and e-Learning facilitates multiple forms of
collaboration between peers, instructors, mentors and experts. Collaboration can
be self-paced using threaded discussion capabilities and email, or they can be
real-time using the live web-based delivery of events and collaborative learning
provided by leading suppliers of such technology.





e-Learning services are available to
support and improve the effectiveness of e-Learning. Consulting services are
used to understand learning requirements, to prepare e-Learning solutions and
strategies and to ensure successful implementation. Content development services
are available to convert legacy content for optimal delivery over the Internet
or Intranets. Hosting services are provided to reduce the technological hurdles
to e-Learning. Service providers can host technology and content on an
Application Service Provider (“ASP”) model, removing any hardware or software
requirements for the clients’ organization.





With an already strong foothold in the
enterprise sector, e-learning is advancing in K-12 and higher education teaching
environments, according to San Jose, CA-based market researchers Global Industry
Analysts, which project the global e-learning market to surpass $52.6 billion by
2010.





The 2007 U.S. e-learning market was
$17.5 billion according to “e-Learning: A Global Strategic Business Report”, a
report published by Global Industry Analysts. While Europe and Japan lag on
e-learning adoption compared to the United States (U.S. enterprise e-learning
adoption accounts for 60 percent of the market, while Europe's accounts for 15
percent), overall usage of e-learning in Asia is expected to reach a compound
annual growth rate of 25 percent to 30 percent through 2010, according to the
firm. Worldwide that rate should hit between 15 percent and 30 percent, the
report states.





The
SAT®





The SAT® is a standardized
paper-and-pencil test typically taken by high school junior and senior students
that measures one’s ability to analyze and solve problems in math, critical
reading, and writing. The test is used by colleges as part of their admissions
process, because the test provides a single, standardized means of comparing
students. The test is offered seven times a year in the U.S., Puerto Rico, and
U.S. Territories, and six times a year overseas.





Each section of the SAT® is scored on a
scale of 200 to 800. According to College Board, the administrators of the SAT®,
the 2008 college-bound seniors’ average (mean) scores were: critical reading B
502; mathematics B 515, and writing B 494. In terms of mathematics, the SAT®
includes topics from up through a third-year college preparatory course, such as
exponential growth, absolute value, and functional notation. It also places
emphasis on such topics as linear functions, manipulations with exponents, and
properties of tangent lines. Important skills such as estimation and number
sense are measured through multiple-choice and student response (grid-in)
questions. Students may use a four-function, scientific, or graphing calculator,
when taking the test.





According to College Board, nearly
every college in America accepts the SAT® as a part of its admissions process,
and that more than two million students take the SAT® every year. According to a
College Confidential online discussion forum, jimbob1225, a Senior Member,
advises fellow students to take the test at the earliest in January, no
earlier.







-6-





MathNote
SAT®





MathNote is the brand under which the
Company sells its web-based course. The goal of the course is to help students
improve their math score on the math section of the SAT®, through practice and
by learning the most frequently used SAT® math techniques. The course consists
of 10 lessons, with each lesson comprised of two to five different math
techniques, with each math technique described in detail and supported with
examples and interactive practice problems. The course tracks performance,
through practice score reporting. Included with the course is a set of online
resources, comprised of a math technique directory, a math terms glossary and a
math links resource. The course is self-paced. The course and resource
supplements are fully automated, requiring no human interaction or involvement
to offer them (i.e. no teachers or administration). The course is fully hosted,
where students access the course through our corporate website, as opposed to
downloading the course, or accessing the course via diskette. Students register
for the course by purchasing a one year, renewable subscription for $39. Access
to the course is password protected. We provide e-mail and telephone
troubleshooting support to our users. We anticipate it takes a student
approximately thirty hours to complete the course.





College Board, the administrator of the
SAT®, offers books, real SAT® practice problems, and a web-based course to help
students prepare for the test. We purchased their leading resource, College
Board’s Official SAT® Study Guide, which contains eight practice tests, as well
as subscribed to their online course, which contains six practice tests. We
reviewed these fourteen tests, examining each of the math problems individually.
In doing so, we noted the different math techniques needed to solve each
problem, and we tracked them. We then ranked these techniques in terms of
prevalence and made the most frequently used techniques the focus of our course.
The content of our course and resource supplements is original work, and it
belongs to us. The SAT® practice problems and examples we use were created by
us. The course and resource supplements were originally drafted in Word, over
500 pages. The documents were then modified to include web-friendly code for
hyperlinks, math typeset, and database applications. We then uploaded the
formatted content to our course platform, which we use to deliver the course to
users. The Company finalized development of MathNote SAT®, and first offered it
for sale through its corporate website, on May 7, 2008. A free, demonstration
lesson from the course is available on the Company’s website at
www.insightfulmind.com.





Our
Strategy





We differentiate ourselves from other
SAT® prep services and products by focusing exclusively on the mathematics
aspect of the SAT®, as opposed to covering all aspects of the SAT®, which would
include critical reading and writing. Our goal is to position our brand MathNote
as the leading resource for SAT® math prep. Our intention is to reinforce this
position through the use of interactive practice problems. Our long term goal is
to expand on our database of SAT® math questions with comprehensive answer keys,
and to emphasize learning through practice. Our SAT® Question of the Day, which
changes daily and is free, is central to our strategy.





Automation is also central to our
strategy. Our goal is to develop web-based courses that are fully automated,
requiring no human interaction or involvement to offer them (i.e. no teachers or
administration).













-7-





Marketing





To date, we have relied primarily on
the use of email marketing to market our courses. In 2005, in preparation for
the launch of our first web-based course, the Math League Math Contest prep
course, we compiled a database of high schools that compete in the Math League
Math Contest. We were able to piece together the complete list of participating
schools, over 2,000 of them, from the official Math League website. The website
posts schools’ scores, and with these postings the website identifies the
participating schools by name. With these names, we searched the Internet for
each school’s website, and then mined the email address and contact name of the
school’s math department head or principal, where possible, and where not, a
contact email address for the institution. We were able to compile a database of
1,447 math department heads and principals whose schools participate in the Math
League Math Contest, in addition to a database of 377 email addresses for
institutions that do not make public their staff’s contact
information.





In July, 2005, we purchased an entry
level Bento Box Daimio content management system to handle the content
management and marketing aspect of our sales and corporate face (our corporate
website). The Daimio system includes an email campaigner component, which
enables the use of email templates, as well as link tracking and reporting. In
conjunction with the release of our first course on October 20, 2005, the Math
League Math Contest prep course, we sent personalized emails to the 1,447 math
department heads and principals whose schools participate in the Math League
Math Contest, as well as generic emails to the 377 institutions that do not make
public their staff’s contact information. We recorded over 1,300 “views”, which
includes clicking on the email or forwarding it. In terms of traffic, within one
week, we experienced 1,000 visitors. Within the same week, from these visitors,
we signed up 32 users for our free demo lesson. Within this week, we achieved no
sales.





In preparation for the launch of our
second course, the American Mathematics Competition 12 (the “AMC 12") prep
course, we continued to build on our database of contacts. However, we were
unable to find a definitive list of schools who participate in the AMC 12.
Accordingly, we relied on directories of USA high schools, targeting those
schools with enrollments of 1,000 students or more. In addition to the 1,447
math department heads and principals whose schools participate in the Math
League Math Contest, as well as the 377 email addresses for institutions that do
not make public their staff’s contact information, we were able to expand our
database to a total of 6,250 math department heads and principals, in addition
to 1,129 institutions that do not make public their staff’s contact information.
We launched our second course on January 19, 2006, and accompanied the launch
with a personalized email campaign targeting the 6,250 math department heads and
principals, as well as the 1,129 institutions that do not make public their
staff’s contact information. We recorded over 3,900 “views”. In terms of
traffic, within one week, we experienced 2,600 visitors. Within the same week,
from these visitors, we signed up 141 users for our free demo lesson. Within
this week, we achieved sales of $59.





Subsequent to the initial launches of
the first two courses, we used the email campaigner a few more times in an
attempt to encourage further sales. Despite strong numbers, in terms of both
“views” and visitors, we noticed a decline in the numbers, when compared to the
first campaigns. Additionally, a strong tradeoff in sales wasn’t happening.
Accordingly, we decided to suspend the use of the email campaigner, to preserve
whatever capital remained in the database, to be used exclusively for the
marketing of our third course, our SAT® math prep course. Our first two courses
did not sell, generating only marginal revenues. We discontinued these two
courses on July 1, 2007, achieving lifetime sales of them of only $827. We
credit the campaigns for generating awareness, even though the majority of sales
didn’t happen at the time of the campaigns, instead they trickled in over
time.











-8-









We finalized development of our SAT®
math prep course on May 7, 2008, and launched MathNote SAT® with the release of
three email campaigns, targeting the senior-level high school math department
chairs and principals. In total, 8,074 emails were sent: 377 and 1,447 emails on
May 7, 2008 and 6,250 emails on May 12, 2008. In total, we recorded 1,516 views.
With the commencement of the 2008/2009 school year, we again released the three
email campaigns on September 8, 2008. In total, we recorded 1,367 views. We sell
MathNote SAT® for $39. With the launch of the MathNote SAT® course, we commenced
two search marketing campaigns, surfacing as a sponsored link on Google and
Yahoo, where the keywords “SAT practice” and “SAT math” are searched. We
commenced the Google campaign on May 8, 2008, and the Yahoo campaign on June 12,
2008.





We use our corporate website,
www.insightfulmind.com, to merchandise our course. As a demo, we offer the first
lesson for free, which requires the user to sign-up. As part of our
merchandising strategy, we emphasize the use of practice problems. Accordingly,
on our homepage, in the most prominent location, we publish an SAT® Practice
Question of the Day, which changes daily and is free.





Sales are made online, through our
corporate website, and are processed automatically, through Moneris Solutions,
an online credit card transaction processor. We offer our customers a 100%
money-back guarantee. Additionally, we encourage customer feedback with the use
of “feedback” links located on almost every page of our corporate website. In
respect of customer service, we provide e-mail and telephone troubleshooting
support to our users.  We also believe that the lack of financial
security on the Internet is hindering economic activity thereon. To ensure the
security of transactions occurring over the Internet, U.S. federal regulations
require that any computer software used within the United States contain a
128-bit encoding encryption, while any computer software exported to a foreign
country contain a 40-bit encoding encryption. There is uncertainty as to whether
the 128-bit encoding encryption required by the U.S. is sufficient security for
transactions occurring over the Internet. Accordingly, there is a danger that
any financial (credit card) transaction via the Internet will not be a secure
transaction. Accordingly, risks such as the loss of data or loss of service on
the Internet from technical failure or criminal acts are now being considered in
the system specifications and in the security precautions in the development of
the website. There is no assurance that such security precautions will be
successful.  To pay for orders, a consumer must use a credit card,
which is authorized during the checkout process.  Charges are assessed
against the card when the order is placed.  Our online store uses a
security technology that works with the most common Internet browsers and makes
it virtually impossible for unauthorized parties to read information sent by our
consumers.





Over the course of the 2009/2010 school
year, we intend to continue with our two search marketing campaigns.
Additionally, we intend to develop an email script campaign, where we will
follow up each demo lesson sign up with a timed email, generated automatically,
asking the new user for feedback on the demo lesson. We also intend to commence
a reciprocal link campaign with third parties, where we will offer to post a
link to their website on our website in return for posting a link to our website
on their website. We also intend to review the code and content of our website,
and make the changes we deem necessary, for search engine
optimization.





Competition





There are a large number of resources
available to help students prepare for the SAT®. They consist of books and
courses. The books, which are widely available in bookstores, are the
traditional resource. There are three dominant publishers who publish these
books: Barron’s, Kaplan’s and Princeton Review. Additionally, College Board, the
administrators of the SAT®, publishes “The Official SAT®


-9-





Study
Guide”, which is the leading book for helping students prepare for the test. The
remainder of the book market is characterized by single book authors. The books
sell for $20 or less, and many are available for even less, as used versions
through online book dealers, such as Amazon.com.





College Board also offers a self-paced
online course over the Internet, calling it “The Official SAT® Online Course”,
and sells it for $70. There are no instructors. The course is fully
automated.





There are two types of SAT® prep
courses: classroom and online. The classroom courses are largely offered by
regional firms, although a few larger, nation-wide firms do exist, such as
PowerScore, who sells a weekend course for $350 and a 40-hour “Full-Length”
course for $595. PowerScore also offers a “Live Online” course comprised of 18
hours of live, interactive online instruction for $495. Kaplan, one of the
dominant book publishers, offers classroom courses throughout the United States
and Canada for $300, as well as a self-paced online course for $399. A Google
search using the key words “SAT” and “online” resulted in the discovery of
one-half dozen online SAT® prep courses. XLPrep.com offers a self-paced, online
SAT® test prep course for a monthly subscription of $39. PrepMe.com offers a
self-paced online course too, but with tutors and additional printed materials
for $500, or for $300, but without the tutors and the additional printed
materials. eNotes.com sells SAT® practice tests with answer keys online, with a
full-length SAT® eBook, for $30 (valid for one year). All of the classroom and
online courses cover the SAT® in its entirety, striving to help students improve
their ability to analyze and solve problems in math, critical reading, and
writing.





We face competition from competitors
that are substantially larger than us and have significantly greater financial,
technical and marketing resources, and established, extensive direct and
indirect channels of distribution. As a result, they may be able to respond more
quickly to new or emerging technologies and changes in client requirements, or
to devote greater resources to the development, promotion and sale of their
products than we can. In addition, current and potential competitors have
established or may establish cooperative relationships among themselves or
prospective clients. Accordingly, it is possible that new competitors or
alliances among competitors may emerge and rapidly acquire significant market
share to our detriment.





The market for online educational and
training products and services is highly competitive and will likely intensify.
There are no significant barriers to entry in the online education and training
market.





Website
Development





Website development relates to the
development of our corporate website and our web-based course. For our corporate
website, in 2005, we acquired and presently uses an entry level Bento Box Daimio
content management system to handle the content management and marketing aspect
of our sales and corporate face. The system handles page and profile content,
and includes an email campaigner component, which enables the use of email
templates, as well as link tracking and reporting. In addition, the system
contains shopping cart software, with which we connect to Moneris Solutions, an
online credit card transaction processor. Our corporate website serves as our
delivery system, for the sale of course subscriptions and login access to our
web-based course.





Integral to the delivery of our course
is a course platform, software we developed in-house. We don’t market this
software. The course platform organizes course content and subjects it to
different applications. Additionally, the platform works as an editing tool, and
is designed to allow for content updates system-wide. The platform also tracks
users and their accounts. The platform is designed to allow for the addition of
new features. The platform is not course specific. We used the same platform for
the two courses we sold in the past, and we are using it again for the course we
presently sell. The platform is


-10-





not
subject specific. Presently, we use it for math, but we could use it for other
subjects, such as history or geography, without any changes. Effectively, the
platform delivers content to the user. The platform is comprised of integrated
web and database applications, and includes customized HTML web page templates
and the supporting code to automatically create HTML pages. To develop the
platform, we used cross-platform technologies such as HTML, CSS, JavaScript,
PHP, and MySQL. These applications are widely used with good community
support.





We commenced development of the course
platform, on a part-time basis, in 2002 and finished, with the exception of
minor tweaks and the addition of new features, in 2005. BlueHost, a website
hosting provider, hosts both our corporate website and course
platform.





One feature of the course platform is
an interactive, math practice component. The feature is comprised of a database
of multiple choice questions with corresponding answer keys with supporting
explanations. The feature was originally developed to drive an interactive, quiz
component to the different lessons taught through a course. Our current course
uses this feature in this capacity; however, our strategy for the future is to
place greater emphasis on this math practice component and less emphasis on the
substantive math we teach in each lesson. Accordingly, our website development
strategy is to expand on our database of interactive SAT® practice problems, and
to further develop our web-based, SAT® math practice platform, making it more
central to our course and the MathNote brand.





Regulatory





The use of the Internet to provide
online tutoring products and services is relatively new. Although the
provisioning of such services is currently permitted or unregulated within some
countries, several other governments have adopted laws and/or regulations that
could restrict or prohibit the provisioning of our course over the Internet or
private networks. More aggressive domestic or international regulation of the
Internet, in general, and tutoring providers, products and services,
specifically, may materially and adversely affect our business, financial
condition, operating results and future prospects, particularly if increased
numbers of governments impose regulations restricting the use and sale of our
course.





Intellectual
Property and Proprietary Rights





On January 8, 2008, we obtained the
registered trademark “MathNote” from the United States Patent and Trademark
Office.





We currently rely primarily on a
combination of trade secrets, copyrights, and our registered trademark to
protect our intellectual property. Additionally, we’ve adopted security measures
to protect our source code. These include monthly backups (weekly when website
development is underway), which include audits of the integrity of website
source code by way of comparison against known, clean copies. Additionally, as
part of the backups, source code is kept in a version control repository. With
each backup, three copies are kept: one copy on computer and two burnt onto two
separate CD’s, one held by our chief programmer, the other by our principal
executive officer. Additional security measures include restricted access
(password protection) to content and source based on user role. There can be no
assurance that our means of protecting our proprietary rights will be adequate
or that our competitors will not independently develop technologies that are
similar or superior to our technology, duplicate our technology or design around
our copyrights and trademark. Our failure to protect our proprietary information
could cause our business and operating results to suffer.





-11-





The content of our MathNote SAT® course
and resource supplements is original work, and it belongs to us. The SAT® sample
problems we use were created by us. We use disclaimers on every webpage where we
mention the word “SAT”. The disclaimers are located in the footer of the page,
and read as follows:





“SAT® is a registered trademark of the
College Entrance Examination Board, which neither sponsors nor endorses MathNote
or this website.”





Our success depends, in part, on our
ability to operate without infringing the proprietary rights of the College
Entrance Examination Board and other third parties. If we infringe these rights,
we could be liable for damages, and these damages could be substantial.
Litigating these matters could be costly, resulting in substantial costs and
diversion of resources, and could have a material adverse effect on the
Company's business, operating results or financial condition.





Employees





As of the date of this annual report,
we have two employees. One is our chief principal officer and the other is our
chief programmer. Both employees are also directors. Our chief principal officer
devotes 5 to 20 hours per week towards the management of our business, depending
on our needs. Our chief programmer devotes 1 to 2 hours per week towards the
maintenance of our website, and up to 10 hours per week, for short periods of
time, when required for development work. Both employees serve “at will”, which
means that they are neither covered by employment agreements nor by collective
bargaining agreements. We believe that our relations with our two employees are
good.





Course
Author





Since our inception, we’ve relied on
the service of one independent contractor, John Omielan, to author and draft the
math content we teach through our present course and taught through our two
earlier courses. Mr. Omielan is a former math contest champion. In 1982, he
placed second in the Descartes Math Contest in Canada, written by over 3,700
students, and placed first in Canada, 14th overall, in the American High School
Mathematics Examination, at the time written by over 400,000 students in Canada,
the United States and five other countries. Two years earlier, as an underage
participant, Mr. Omielan wrote the Euclid Contest in Canada, intended for
students in grade 12, and placed 9th overall, in a field of over 10,000
students. Over the past six years, between May 10, 2002 and the present, we paid
Mr. Omielan $43,200 Canadian dollars for the math content he authored, and we
owe him a further $825 Canadian dollars against an unpaid invoice dated March
15, 2008. Additionally, on May 10, 2002, as partial consideration for authoring
our first math course, we granted Mr. Omielan the option to purchase up to
25,000 shares of our common stock at $0.25 Canadian dollars per share. On
November 3, 2008, Mr. Omielan and the Company agreed to convert the exercise
price of the options into U.S. dollars from Canadian dollars, resulting in a new
exercise price of $0.21 U.S. dollars per share. This option, which is fully
vested, expires on or before May 9, 2012, and is not subject to any other
conditions. As of the date of this annual report, none of the option has been
exercised. Of the $43,200 Canadian dollars we paid Mr. Omielan, we paid $10,795
Canadian dollars in cash and settled $32,405 Canadian dollars by way of shares
for debt settlements. Over the period of the relationship, we entered into six
separate shares for debt settlements with Mr. Omielan. In total, we issued
268,494 shares to Mr. Omielan, at a weighted average price of $0.121 Canadian
dollars per share.











-12-





Offices





Our executive offices are located at
Suite 300 - 1055 West Hastings Street, Vancouver, British Columbia, Canada V6E
2E9.  There is no lease. We pay roughly $125 Canadian dollars per
month for the services of a shared receptionist, where we keep a phone and
receive mail. In addition, we are entitled to 8 hours per month of boardroom use
during business hours. Otherwise, we maintain no office. Our two employees work
from their homes, using their own computers and the networking capability of the
Internet to coordinate work and website development. Additionally, we out-source
our connectivity needs, with a website hosting arrangement, and therefore no
longer maintain a server of our own. We pay roughly $140 Canadian dollars per
year for this service.





ITEM
1A.     RISK FACTORS





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information under this item.





ITEM
      1B.
            UNRESOLVED
      STAFF COMMENTS





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information under this item.





ITEM
      2.
            PROPERTIES





None.





ITEM 3.
            LEGAL
      PROCEEDINGS





We are not presently a party to any
litigation.





ITEM
      4.
            SUBMISSION
      OF MATTERS TO A VOTE OF SECURITY
HOLDERS





During the fourth quarter, there were
no matters submitted to a vote of our shareholders.








PART
II





ITEM
      5.
            MARKET
      FOR COMMON STOCK, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
      EQUITY SECURITIES





Our stock was listed for trading on the
Bulletin Board operated by the Financial Industry Regulatory Authority (FINRA)
on May 6, 2009 under the symbol “IMNDF.”  There are 650,000 stock
options outstanding that entitle the holders to purchase 650,000 shares of our
common stock.





Fiscal
      Year2009
            High
      Bid
            Low
      BidFourth
      Quarter: 1/1/09 to 3/31/09
            $0
            $0Third
      Quarter: 10/1/08 to 12/31/08
            $0
            $0Second
      Quarter: 7/1/08 to 9/30/08
            $0
            $0First
      Quarter: 4/1/08 to 6/30/08
            $0
            $0


-13-








Fiscal
      Year2008
            High
      Bid
            Low
      BidFourth
      Quarter: 1/1/08 to 3/31/08
            $0
            $0Third
      Quarter: 10/1/07 to 12/31/07
            $0
            $0Second
      Quarter: 7/1/07 to 9/30/07
            $0
            $0First
      Quarter: 4/1/07 to 6/30/07
            $0
            $0





Holders





On June 4, 2009, we had 42 shareholders
of record of our common stock.





Section
15(g) of the Securities Exchange Act of 1934





Our shares are covered by section 15(g)
of the Securities Exchange Act of 1934, as amended that imposes additional sales
practice requirements on broker/dealers who sell such securities to persons
other than established customers and accredited investors (generally
institutions with assets in excess of $5,000,000 or individuals with net worth
in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly
with their spouses). For transactions covered by the Rule, the broker/dealer
must make a special suitability determination for the purchase and have received
the purchaser's written agreement to the transaction prior to the sale.
Consequently, the Rule may affect the ability of broker/dealers to sell our
securities and also may affect your ability to sell your shares in the secondary
market.





Section 15(g) also imposes additional
sales practice requirements on broker/dealers who sell penny securities. These
rules require a one page summary of certain essential items. The items include
the risk of investing in penny stocks in both public offerings and secondary
marketing; terms important to in understanding of the function of the penny
stock market, such as  id and offer quotes, a dealers spread and
broker/dealer compensation; the broker/dealer compensation, the broker/dealers’
duties to its customers, including the disclosures required by any other penny
stock disclosure rules; the customers’ rights and remedies in cases of fraud in
penny stock transactions; and, the FINRA’s toll free telephone number and the
central number of the North American Administrators Association, for information
on the disciplinary history of broker/dealers and their associated
persons.





Securities
Authorized for Issuance Under Equity Compensation Plans





We have no equity compensation plans
and accordingly we have no shares authorized for issuance under an equity
compensation plan.





ITEM 6.        SELECTED
FINANCIAL DATA





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information under this item.

















-14-





ITEM 7.
            MANAGEMENT’S
      DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
      OPERATIONS.





This section of this annual report on
Form 10-K includes a number of forward-looking statements that reflect our
current views with respect to future events and financial performance.
Forward-looking statements are often identified by words like: believe, expect,
estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events. You should not place undue certainty on
these forward-looking statements, which apply only as of the date of this annual
report. These forward-looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or our predictions.





Plan
of Operation





Estimates
and Assumptions





In the preparation of our financial
statements, no estimates have been used since there is insufficient historical
information in which to base such estimates.





Trends
Affecting Our Business





We do not recognize any trends which
will affect our business.  While it appears that we are in a world
wide recession, the demand for college testing materials remains constant in
good or bad economical cycles.





Plan
of Operation For The Next Twelve Months





Unless we raise additional capital
through the sale of common stock in private placements, we do not plan to spend
any funds on the research and development of our product. Instead, we intend to
work with what we have, and focus our efforts on marketing activities in order
to increase revenues.  Unless we raise additional capital through the
sale of common stock in private placements, we allocate only $10,000 for
marketing. In this scenario, our officers intend to focus their efforts on
developing a reciprocal link campaign and an automated email script campaign for
following-up demo sign-ups. We also intend to review the code and content of our
website, and make the changes we deem necessary, for search engine optimization.
Additionally, we intend to continue with our two search marketing
campaigns.





Results
of Operations





Fiscal
Year Ended March 31, 2009 Compared to Fiscal Year Ended March 31,
2008





1.
            Revenue
      and Operating Expenses





We achieved revenue of $675 for the
year ended March 31, 2009 compared to $137 for the year ended March 31, 2008.
The $675 in revenue was attributable to sales of our current course, MathNote
SAT®, which we launched on May 7, 2008. The $137 in revenue was attributable to
sales of our two original courses, MathNote Math League and MathNote AMC 12,
prior to us discontinuing them on July 1, 2007, due to lack of
demand.








-15-





Office and miscellaneous increased by
$2,579 or 142% from $1,810 for the year ended March 31, 2008 to $4,389 for the
year ended March 31, 2009. The increase was mainly due to the director fees of
$1,419 incurred during the current year and the increase in the expenses
relating to shareholder information on mailing and printing and transfer agency
fees.





Interest on shareholder loan increased
by $1,102 or 98% from $1,126 for the year ended March 31, 2008 to $2,228 for the
year ended March 31, 2009. The reason for the increase was the result of further
loans made to the Company by a shareholder, a director of the Company, over the
course of the year, and the corresponding interest imputed thereon.





Professional fees increased by $40,996
or 172% from $23,865 for the year ended March 31, 2008 to $64,861 for the year
ended March 31, 2009. The reason for the increase was the legal and accounting
costs we incurred in relation to the preparation, review and filing of our Form
S-1, the amendment related thereto, and the preparation, review and filing of
our Form 10-Q.





Stock based compensation increased by
$46,393 or 528% from $8,787 for the year ended March 31, 2008 to $55,180 for the
year ended March 31, 2009. The reason for the increase was that on November 3,
2008, the board of directors resolved that the exercise price of the Company's
650,000 outstanding stock options be converted from Canadian dollars per share
into U.S. dollars per share, using the Bank of Canada nominal noon exchange rate
for November 3, 2008 of 0.8421. The accounting treatment was one where the
transaction was regarded as a cancellation of the stock options originally
granted and then the grant on the same day of the same number of stock options
with the same terms except for the exercise prices now denominated in U.S.
dollars. Because the stock options were fully vested, it resulted in the stock
based compensation charge of $55,180.





Advertising and promotion expense
increased by $4,378 or 1,787% from $245 for the year ended March 31, 2008 to
$4,623 for the year ended March 31, 2009. The reason for the increase was, with
the launch of our MathNote SAT® course on May 7, 2008, we commenced and continue
with two search marketing campaigns, one with Google, which we commenced on May
8, 2008, and the other with Yahoo, which we commenced on June 12, 2008. For the
year ended March 31, 2008, our advertising and promotional expense was
considerably less, as we discontinued the sale of our two original courses,
MathNote Math League and MathNote AMC 12, on July 1, 2007, due to lack of
demand. Additionally, with our two original courses, we undertook only one
search marketing campaign, with Google, and the click-through response was
roughly one-tenth of that of the two MathNote SAT® campaigns.





For the year ended March 31, 2008, the
reason for the $14,145 write down in website development costs, as compared to
no write down for the year ended March 31, 2009, was that as we discontinued the
sale of our two original courses, MathNote Math League and MathNote AMC 12,
during the year ended March 31, 2008, we wrote off the related remaining
unamortized costs of $14,145 at year end.





2.
            Assets
      and Liabilities





Cash and cash equivalents were $6,883
at March 31, 2009 as compared to bank indebtedness of $26 at March 31, 2008. The
reason for the increase was the result of further loans made to the Company by a
shareholder (see below).





Prepaid expenses decreased by $5,887 or
78% from $7,593 at March 31, 2008 to $1,706 at March 31, 2009. During the
period, the Company’s Canadian counsel returned a retainer in the amount of
$4,083, as the Company’s United States counsel performed the work.


-16-





Website development costs decreased by
$7,138 or 66% from $10,881 at March 31, 2008 to $3,743 at March 31, 2009. The
reason for the decrease was the amortization claimed during the period.




Loan from a
shareholder increased by $58,123 or 205% from $28,371 at March 31, 2008 to
$86,494 at March 31, 2009. The reason for the increase was the result of further
loans made to the Company by the shareholder, a director of the Company, over
the course of the period, for working capital.





Fiscal
Year Ended March 31, 2008 Compared to Fiscal Year Ended March 31,
2007





1.
            Revenue
      and Operating Expenses





Revenue decreased by $176 or 56% from
$313 for the year ended March 31, 2007 to $137 for the year ended March 31,
2008. The $137 in revenue was attributable to sales of our two original courses,
MathNote Math League and MathNote AMC 12, prior to us discontinuing them on July
1, 2007, due to lack of demand. The discontinuation of the two courses resulted
in the 56% decrease in revenue.




Consulting
fee increased by $1,328 or 590% from $225 for the year ended March 31, 2007 to
$1,553 for the year ended March 31, 2008. The reason for the increase was the
result of course authoring work done on the development of our current course,
MathNote SAT®.





Interest on shareholder loan increased
by $187 or 20% from $939 for the year ended March 31, 2007 to $1,126 for the
year ended March 31, 2008. The reason for the increase was the result of further
loans made to the Company by a shareholder, a director of the Company, over the
course of the year, and the corresponding interest imputed thereon.





Professional fees increased by $19,998
or 517% from $3,867 for the year ended March 31, 2007 to $23,865 for the year
ended March 31, 2008. The reason for the increase was the accounting costs we
incurred in relation to the preparation of our financial statements, from
inception, in conformity with generally accepted accounting principles in United
States of America, and the conversion of the figures therein into United States
dollars from Canadian dollars.





Advertising and promotion expense
decreased by $681 or 74% from $926 for the year ended March 31, 2007 to $245 for
the year ended March 31, 2008. The reason for the decrease was the cancellation,
during the year, of our Google search marketing campaign, as a result of us
discontinuing our two original courses, MathNote Math League and MathNote AMC
12, on July 1, 2007, due to lack of demand.





For the year ended March 31, 2008, the
reason for the $14,145 write down in website development costs, as compared to
no write down for the year ended March 31, 2007, was that as we discontinued the
sale of our two original courses, MathNote Math League and MathNote AMC 12,
during the year ended March 31, 2008, we wrote off the related remaining
unamortized costs of $14,145 at year end.





2.
            Assets
      and Liabilities





As at March 31, 2008, the Company had
bank indebtedness of $26 as compared to cash and cash equivalents of $29,450 at
March 31, 2007. The reason for the decrease was largely the result of covering
the costs we incurred in relation to the preparation of our financial
statements, from inception, in conformity with generally accepted accounting
principles in United States of America, and the conversion of the figures
therein into United States dollars from Canadian dollars.








-17-





Website development costs decreased by
$11,237 or 51% from $22,118 at March 31, 2007 to $10,881 at March 31, 2008. The
reason for the decrease was that as we discontinued the sale of our two original
courses, MathNote Math League and MathNote AMC 12, during the year ended March
31, 2008, we wrote off the related remaining unamortized costs of $14,145 at
year end.





Loan from a shareholder increased by
$3,271 or 13% from $25,100 at March 31, 2007 to $28,371 at March 31, 2008. The
reason for the increase was the result of further loans made to the Company by a
shareholder, a director of the Company, over the course of the period, for
working capital.





Limited
Operating History; Need for Additional Capital





There is limited historical financial
information about us upon which to base an evaluation of our performance. We
have generated limited revenues from operations. Primarily this is as a result
of not devoting full time to our operations.  Our officers and
directors have other occupations to which they devote significant
time.   We cannot guarantee we will be successful in our business
operations. Our business is subject to risks inherent in the establishment of a
new business enterprise, including limited capital resources and possible cost
overruns due to price and cost increases in services.





To become profitable and competitive,
we have to attract customers and generate revenues. With our officers devoting
more time to our operations and increasing marketing activities, we hope to
become profitable and competitive.  We have no assurance that future
financing will be available to us on acceptable terms. If financing is not
available on satisfactory terms, we may be unable to continue, develop or expand
our operations. Equity financing could result in additional dilution to existing
shareholders.





We expect to generate revenues through
the sale of our web-based course and we expect to raise additional capital
through the sale of common stock in private placements.  There is no
assurance, however, that we will be able to raise any capital through the sale
of common stock.





We do not believe that possible
inflation and price changes will affect our revenues.





Our auditors have issued a going
concern opinion.  This means that there is substantial uncertainty
that we will continue operations. The accompanying financial statements do not
include any adjustments that might be necessary if the Company is unable to
continue as a going concern.





Liquidity
and Capital Resources





Since inception, we have issued
6,771,293 shares of our common stock and received cash of $299,431.





We have generated minimal revenues from
the sale of our product.  We expect to obtain capital through the sale
of our product and through the sale of our common stock.  There is no
assurance we will sell any shares of common stock. We believe that revenues from
the sale of our product and capital generated from the sale of our common stock
will allow us to operate for the next twelve months.  Revenue from the
sale of our product, capital raised from the sale of common stock, and
shareholder loans are our only anticipated sources of additional capital. We
have not determined the amount of money, if any, we will raise from the sale of
our common stock.











-18-





As a consequence of shareholder loans,
we are currently indebted to our principal executive officer, who serves also as
a director, in the amount of $86,494 through March 31, 2009. Additionally, on
April 28, 2009, our principal executive officer lent the Company a further
$10,000 Canadian dollars. Our principal executive officer has verbally agreed to
not seek repayment until such time as we are generating sufficient revenues to
allow for the repayment of the debt without putting an undue burden on our
retained earnings, or until such time as we have raised sufficient capital to
eliminate our working capital deficiency. Additionally, our principal executive
earns a salary of $3,000 Canadian dollars per month, but forgives this salary
when due, and has done so for the past three years. Our principal executive
officer has verbally agreed to not seek payment of his salary until such time as
we are generating sufficient revenues to allow for the payment of the salary
without putting an undue burden on our retained earnings, or until such time as
we have raised sufficient capital to fund our business plans.





As of March 31, 2009, our total current
assets were $11,700 and our total current liabilities were $96,879 resulting in
a working capital deficit of $85,179.





Off
Balance Sheet Arrangements





We have no off balance sheet
arrangements.





Critical
Accounting Policies





The preparation of the financial
statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions
that affect the amounts reported in the financial statements and accompanying
notes. Actual results could differ materially from those estimates. We believe
that there are several accounting policies that are critical to understanding
our historical and future performance, as these policies affect the reported
amounts of revenue and the more significant areas involving management’s
judgments and estimates.  These significant accounting policies relate
to revenue recognition, valuation of long-lived assets and income taxes. These
policies, and the related procedures, are described in detail
below.





Revenue
recognition





The
Company’s revenue consists of sales of internet educational courses to end-users
through the Company’s website which is recognized when services are rendered and
payments are received or rights to receive consideration are obtained and
collection of consideration is reasonably assured.





Impairment of long lived
assets





Long-lived assets of the Company are
reviewed for impairment whenever events or changes in circumstances indicate
that their carrying value has become impaired, in accordance with the guidance
established in Statement of Financial Accounting Standards (“SFAS”) No. 144,
Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment
loss would be recognized when the carrying amount of an asset exceeds the
estimated undiscounted future cash flows expected to result from the use of the
asset and its eventual disposition. The amount of the impairment loss to be
recorded is calculated by the excess of the asset’s carrying value over its fair
value. Fair value is generally determined using a discounted cash flow
analysis











-19-





Income
taxes





The Company accounts for income taxes
under the provisions of SFAS No. 109, Accounting for Income Taxes, which
requires the Company to recognize deferred tax liabilities and assets for the
expected future tax consequences of events that have been recognized in the
Company’s financial statements or tax returns using the liability method. Under
this method, deferred tax liabilities and assets are determined based on the
temporary differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. The effect on deferred income tax assets
and liabilities of a change in income tax rates is included in the period that
includes the enactment date. Valuation allowances are established when necessary
to reduce deferred income tax assets to the amount expected to be
realized.





ITEM 7A.     QUANTITATIVE AND QUALITATIVE
DISCLOSURES ABOUT MARKETRISK.





We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information under this item.





ITEM
      8.
            FINANCIAL
      STATEMENTS AND SUPPLEMENTARY DATA.








INSIGHTFULMIND
LEARNING, INC.





Table
of Contents





IndexREPORT
      OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
              F-1FINANCIAL
      STATEMENTSBalance
      Sheets
              F-2Statements
      of Operations and Comprehensive Loss
              F-3Statements
      of Stockholders’ Equity (Deficiency)
              F-4Statements
      of Cash Flows
              F-5NOTES
      TO FINANCIAL STATEMENTS
              F-6












































-20-








Chang
Lee LLP


Chartered
Accountants





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





INSIGHTFULMIND
LEARNING, INC.


(A
development stage company)





We have
audited the balance sheets of Insightfulmind Learning,
Inc.(“the Company”) (a development stage company)as at March 31, 2009 and
2008 and the related statements of stockholders’ equity, operations and cash
flows for the years then ended and for the period cumulative from inception
December 3, 2001 (inception) to March 31, 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
audits.





We
conducted our audits 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 March 31, 2009
and 2008 and the results of its operations and its cash flows for the years then
ended and for the period cumulative from inception on December 3, 2001 to March
31, 2009 in conformity with generally accepted accounting principles in the
United States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 2 to the
financial statements, the Company has losses from operations since its inception
and has a working capital deficiency.  These factors raise substantial
doubt about its ability to continue as a going concern.  Management’s
plans in regard to these matters are also described in Note 2.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





Vancouver,
      Canada
            
            CHANG LEE
      LLPMay
      27, 2009
            
            Chartered
      Accountants

















F-1





-21-





INSIGHTFULMIND
      LEARING, INC.(A
      Development Stage Enterprise)BALANCE
      SHEETS(Expressed
      in US Dollars)March
      31,2009
            
            2008ASSETSCURRENTCash
      and cash equivalents
            $
            6,883
            $
            -Goods
      and services tax receivable
            
            3,111
            
            5,619Prepaid
      expenses
            
            1,706
            
            7,593TOTAL
      CURRENT ASSETS
            
            11,700
            
            13,212EQUIPMENT(Note
      4)
            
            322
            
            516WEBSITE DEVELOPMENT COSTS(Note 5)
            
            3,743
            
            10,881INTANGIBLE ASSET(Note
      6)
            
            256
            
            352TOTAL
      ASSETS
            $
            16,021
            $
            24,961LIABILITIESCURRENTBank
      indebtedness
            $
            -
            $
            26Accounts
      payable and accrued liabilities
            
            10,385
            
            4,131Loan
      from a shareholder (Note 7)
            
            86,494
            
            28,371TOTAL
      CURRENT LIABILITIES
            
            96,879
            
            32,528STOCKHOLDERS'
      DEFICIENCYSHARE
      CAPITAL(Note 8)Authorized:Unlimited
      voting common shares without par valueIssued
      and outstanding:6,771,293
      common shares
            
            681,999
            
            681,999ADDITIONAL
      PAID IN CAPITAL
            
            254,080
            
            164,740ACCUMULATED
      OTHER COMPREHENSIVE LOSS
            
            2,706
            
            (7,526)DEFICIT, accumulated during the
      development stage
            
            (1,019,643)
            
            (846,780)TOTAL
      STOCKHOLDERS' (DEFICIENCY)
            
            (80,858)
            
            (7,567)TOTAL
      LIABILITIES AND STOCKHOLDERS' (DEFICIENCY)
            $
            16,021
            $
            24,961CONTINGENT LIABILITIES(Note 11)SUBSEQUENT EVENTS(Note
      13)(See
      accompanying notes to the financial
statements)


F-2








-22-







INSIGHTFULMIND
      LEARING, INC.(A
      Development Stage Enterprise)STATEMENTS
      OF OPERATIONS AND COMPREHENSIVE LOSS(Expressed
      in U.S. Dollars)Cumulative
      frominceptionYears
      ended March 31,
            
            (December
      3, 2001) to2009
            
            2008
            
            March
      31, 2009REVENUE
            $
            675
            $
            137
            $
            1,502EXPENSESAmortization
            
            5,823
            
            6,910
            
            34,521Consulting
      fee
            
            -
            
            1,553
            
            20,928Interest
      on shareholder loan
            
            2,228
            
            1,126
            
            4,982Interest
      and bank charges
            
            1,932
            
            1,824
            
            8,123Office
      and miscellaneous
            
            4,389
            
            1,810
            
            16,734Professional
      fees
            
            64,861
            
            23,865
            
            123,759Repairs
      and maintenance
            
            -
            
            -
            
            869Salaries
      and wages
            
            33,292
            
            36,179
            
            314,037Stock
      based compensation
            
            55,180
            
            8,787
            
            466,165Telephone
      and utilities
            
            1,224
            
            125
            
            9,488Advertising
      and promotion
            
            4,623
            
            245
            
            7,408Write
      down in website development costs
            
            -
            
            14,145
            
            14,145173,552
            
            96,569
            
            1,021,159OTHER
      INCOMEInterest
      income
            
            14
            
            -
            
            14NET
      LOSS FOR THE PERIOD
            
            (172,863)
            
            (96,432)
            
            (1,019,643)CURRENCY
      TRANSLATION ADJUSTMENT
            
            10,232
            
            4,447
            
            2,706COMPREHENSIVE
      LOSS FOR THE PERIOD
            $
            (162,631)
            $
            (91,985)
            $
            (1,016,937)Basic
      and diluted loss per share
            $
            (0.026)
            $
            (0.014)Weighted
      average number of common sharesoutstanding
      - basic and diluted
            
            6,771,293
            
            6,768,847(See
      accompanying notes to the financial
statements)


F-3




















-23-








INSIGHTFULMIND LEARNING, INC.(A
      Development Stage Company)STATEMENTS
      OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIENCY)December
      3, 2001 (inception) to March 31, 2009(Expressed
      in U.S. Dollars)DEFICIT
            ACCUMULATEDACCUMULATED
            OTHER
            TOTALADDITIONAL
            DURING
            COMPREHENSIVE
            STOCKHOLDERS'COMMON
      STOCK
            PAID-IN
            DEVELOPMENT
            INCOME
            EQUITYSHARES
            AMOUNT
            CAPITAL
            STAGE
            (LOSS)
            (DEFICIENCY)Stock
      issued for service at $0.105 per shareon
      December 5, 2001
            37,500
            3,931
            -
            -
            -
            3,931Stock
      issued for cash at $0.0004 per shareon
      December 5, 2001, revalued at $0.105 per share
            3,375,000
            353,767
            -
            -
            -
            353,767Stock
      issued for cash at $0.105 per shareon
      December 5, 2001
            150,000
            15,722
            -
            -
            -
            15,722Stock-based
      compensation on 75,000 options granted
            -
            -
            6,026
            -
            -
            6,026Comprehensive
      income (loss):Currency
      translation adjustment
            -
            -
            -
            -
            (9)
            (9)(Loss)
      for the period
            -
            -
            -
            (376,277)
            -
            (376,277)Balance,
      March 31, 2002
            3,562,500
            373,420
            6,026
            (376,277)
            (9)
            3,160Stock
      issued for cash at $0.110 per shareon
      April 5, 2002
            117,647
            12,916
            -
            -
            -
            12,916Stock
      issued for cash at $0.145 per shareon
      June 18, 2002
            44,445
            6,458
            -
            -
            -
            6,458Exercise
      of warrants at $0.110 per shareon
      August 15, 2002
            117,647
            12,916
            -
            -
            -
            12,916Stock
      issued for cash at $0.145 per shareon
      December 16, 2002
            22,222
            3,229
            -
            -
            -
            3,229on
      January 10, 2003
            22,223
            3,229
            -
            -
            -
            3,229on
      January 21, 2003
            44,445
            6,458
            -
            -
            -
            6,458on
      March 7, 2003
            102,845
            14,944
            -
            -
            -
            14,944on
      March 13, 2003
            13,822
            2,008
            -
            -
            -
            2,008Stock
      issued for debt at $0.145 per shareon
      January 15, 2003
            11,111
            1,615
            -
            -
            -
            1,615Imputed
      interest from shareholder loan
            -
            -
            340
            -
            -
            340Stock-based
      compensation on 25,000 options granted
            -
            -
            1,957
            -
            -
            1,957Comprehensive
      income (loss):Currency
      translation adjustment
            -
            -
            -
            -
            197
            197(Loss)
      for the year
            -
            -
            -
            (67,360)
            -
            (67,360)Balance,
      March 31, 2003
            4,058,907
            437,194
            8,323
            (443,637)
            188
            2,068Stock
      issued for cash at $0.167 per shareon
      April 2, 2003
            44,445
            7,403
            -
            -
            -
            7,403on
      May 13, 2003
            22,223
            3,702
            -
            -
            -
            3,702on
      May 21, 2003
            22,223
            3,702
            -
            -
            -
            3,702on
      June 23, 2003
            66,667
            11,105
            -
            -
            -
            11,105on
      August 1, 2003
            22,222
            3,702
            -
            -
            -
            3,702on
      August 6, 2003
            22,223
            3,702
            -
            -
            -
            3,702on
      October 24, 2003
            25,000
            4,164
            -
            -
            -
            4,164on
      November 18, 2003
            25,000
            4,164
            -
            -
            -
            4,164Stock
      issued for debt at $0.167 per shareon
      April 15, 2003
            11,111
            1,851
            -
            -
            -
            1,851on
      July 15, 2003
            11,111
            1,851
            -
            -
            -
            1,851on
      October 15, 2003
            11,111
            1,851
            -
            -
            -
            1,851(See
      accompanying notes to the financial
statements)


F-4




















-24-







Comprehensive
      income (loss):Currency
      translation adjustment
            -
            -
            -
            -
            (265)
            (265)(Loss)
      for the year
            -
            -
            -
            (63,056)
            -
            (63,056)Balance,
      March 31, 2004
            4,342,243
            484,390
            8,323
            (506,693)
            (77)
            (14,057)Stock
      issued for cash at $0.078 per shareon
      June 15, 2004
            600,000
            47,054
            -
            -
            -
            47,054on
      June 30, 2004
            200,000
            15,685
            -
            -
            -
            15,685on
      December 17, 2004
            755,000
            59,210
            -
            -
            -
            59,210Forgiveness
      of debt by a director and shareholder
            -
            -
            3,921
            -
            -
            3,921Comprehensive
      income (loss):Currency
      translation adjustment
            -
            -
            -
            -
            (12,847)
            (12,847)(Loss)
      for the year
            -
            -
            -
            (65,452)
            -
            (65,452)Balance,
      March 31, 2005
            5,897,243
            606,339
            12,244
            (572,145)
            (12,924)
            33,514Exercise
      of warrants at $0.084 per shareon
      July 28, 2005
            100,000
            8,385
            -
            -
            -
            8,385on
      September 14, 2005
            50,000
            4,193
            -
            -
            -
            4,193Stock
      issued for debt at $0.084 per shareon
      March 15, 2006
            197,800
            16,586
            -
            -
            -
            16,586Forgiveness
      of debt by a director and shareholder
            -
            -
            34,798
            -
            -
            34,798Imputed
      interest from shareholder loan
            -
            -
            350
            -
            -
            350Stock-based
      compensation on 450,000 options granted
            -
            -
            31,972
            -
            -
            31,972Comprehensive
      income (loss):Currency
      translation adjustment
            -
            -
            -
            -
            1,059
            1,059(Loss)
      for the year
            -
            -
            -
            (112,773)
            -
            (112,773)Balance,
      March 31, 2006
            6,245,043
            635,503
            79,364
            (684,918)
            (11,865)
            18,083Stock
      issued for cash at $0.088 per shareon
      November 24, 2006
            300,000
            26,369
            -
            -
            -
            26,369on
      December 7, 2006
            200,000
            17,579
            -
            -
            -
            17,579Forgiveness
      of debt by a director and shareholder
            -
            -
            31,643
            -
            -
            31,643Imputed
      interest from shareholder loan
            -
            -
            939
            -
            -
            939Stock-based
      compensation on 100,000 options granted
            -
            -
            7,932
            -
            -
            7,932Comprehensive
      income (loss):Currency
      translation adjustment
            -
            -
            -
            -
            (108)
            (108)(Loss)
      for the year
            -
            -
            -
            (65,430)
            -
            (65,430)Balance,
      March 31, 2007
            6,745,043
            679,451
            119,877
            (750,348)
            (11,973)
            37,006Stock
      issued for debt at $0.097 per shareon
      May 4, 2007
            26,250
            2,548
            -
            -
            -
            2,548Forgiveness
      of debt by a director and shareholder
            -
            -
            34,950
            -
            -
            34,950Imputed
      interest from shareholder loan
            -
            -
            1,126
            -
            -
            1,126Stock-based
      compensation on 100,000 options granted
            -
            -
            8,787
            -
            -
            8,787Comprehensive
      income (loss):Currency
      translation adjustment
            -
            -
            -
            -
            4,447
            4,447(Loss)
      for the year
            -
            -
            -
            (96,432)
            -
            (96,432)Balance,
      March 31, 2008
            6,771,293
            681,999
            164,740
            (846,780)
            (7,526)
            (7,567)Forgiveness
      of debt by a director and shareholder
            -
            -
            31,932
            -
            -
            31,932Imputed
      interest from shareholder loan
            -
            -
            2,228
            -
            -
            2,228Stock-based
      compensation
            -
            -
            55,180
            -
            -
            55,180Comprehensive
      income (loss):Currency
      translation adjustment
            -
            -
            -
            -
            10,232
            10,232(Loss)
      for the year
            -
            -
            -
            (172,863)
            -
            (172,863)Balance,
      March 31, 2009
            6,771,293
            681,999
            254,080
            (1,019,643)
            2,706
            (80,858)(See
      accompanying notes to the financial
statements)


F-5




















-25-










INSIGHTFULMIND
      LEARNING, INC.(A
      Development Stage Enterprise)STATEMENTS
      OF CASH FLOWS(Expressed
      in U.S. Dollars)Cumulative
      frominceptionYears
      ended March 31,
            
            (December
      3, 2001) to2009
            
            2008
            
            March
      31, 2009OPERATING
      ACTIVITIESNet
      (loss) for the period
            $
            (172,863)
            $
            (96,432)
            $
            (1,019,643)Adjustments to
      reconcile net loss to net cashused
      in operating activities:Amortization
            
            5,823
            
            6,910
            
            34,521Foreign
      exchange gain/loss
            
            27
            
            13,499
            
            (23,696)Forgiveness of
      debt
            
            31,932
            
            34,950
            
            137,244Imputed
      interests
            
            2,228
            
            1,126
            
            4,982Share
      issued for services / debts
            
            -
            
            2,548
            
            26,301Stock
      based compensation
            
            55,180
            
            8,787
            
            466,165Write
      down of website development costs
            
            -
            
            14,145
            
            14,145Changes
      in non-cash working capital:Goods
      and service tax receivable
            
            1,617
            
            (1,512)
            
            (2,501)Prepaid
      expenses
            
            4,977
            
            1,753
            
            12,354Accounts
      payables and accrued liabilities
            
            7,863
            
            1,901
            
            9,377NET
      CASH USED IN OPERATING ACTIVITIES
            
            (63,216)
            
            (12,325)
            
            (340,751)INVESTING
      ACTIVITIESEquipment
            
            -
            
            -
            
            (1,871)Website
      development costs
            
            -
            
            (6,869)
            
            (44,393)Intangible
      asset
            
            -
            
            (369)
            
            (369)NET
      CASH USED IN INVESTING ACTIVITIES
            
            -
            
            (7,238)
            
            (46,633)FINANCING
      ACTIVITIESIssuance
      of common shares
            
            -
            
            -
            
            299,431Loan
      from a shareholder
            
            70,960
            
            -
            
            95,398NET
      CASH FROM FINANCING ACTIVITIES
            
            70,960
            
            -
            
            394,829EFFECT
      OF EXCHANGE RATE ON CASH
            
            (835)
            
            (9,913)
            
            (562)NET
      INCREASE (DECREASE) IN CASH
            
            6,909
            
            (29,476)
            
            6,883CASH
      AND CASH EQUIVALENTS(BANK
      INDEBTEDNESS) -Beginning of Period
            
            (26)
            
            29,450
            
            -CASH
      AND CASH EQUIVALENTS(BANK
      INDEBTEDNESS) - End of Period
            $
            6,883
            $
            (26)
            $
            6,883(See
      accompanying notes to the financial
statements)


F-6














-26-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








1. Nature of
Operations





InsightfulMind
Learning, Inc. (“the Company”) was incorporated under the Canada Business
Corporations Act on December 3, 2001 under the name “The LectureNet Learning
Corporation” and was registered extra-provincially in the Province of British
Columbia on January 24, 2002. The name of the Company was changed to
“InsightfulMind Learning, Inc.” effective August 26, 2002.





The
Company is engaged primarily in the development of educational courses which it
plans to market on the internet. The Company is located in the City of
Vancouver, Province of British Columbia, Canada.








Note
2 - Basis of Presentation - Going Concern Uncertainties





The
Company is considered a development stage company as defined by Financial
Accounting Standards Board Statement No. 7. The accompanying financial
statements have been prepared in conformity with generally accepted accounting
principles in United States, which contemplate continuation of the Company as a
going concern.  However, the Company has limited operations and has
sustained operating losses in recent years resulting in an accumulated deficit.
In view of these matters, realization of a major portion of the assets in the
accompanying balance sheet is dependent upon the continued operations of the
Company, which in turn is dependent upon the Company's ability to meet its
financing requirements, and the success of its future operations.





The
Company's ability to continue as a going concern is in substantial doubt and is
dependent upon obtaining additional financing and/or achieving a sustainable
profitable level of operations. Management plans to obtain additional financing
through the issuance of shares, in order to allow the Company to complete its
development phase and commence earning revenue. These financial statements
do not include any adjustments that might be necessary should the Company be
unable to continue as a going concern and therefore be required to realize its
assets and discharge its liabilities other than in the normal course of
business.





The
Company will seek additional equity as necessary and it expects to raise funds
through private or public equity investment in order to support existing
operations and expand the range of its business. There is no assurance that such
additional funds will be available for the Company on acceptable terms, if at
all.





Information
on the Company’s working capital and deficit is:





2009
            
            2008Working
      capital (deficiency)
            $
            (85,179)
            $
            (19,316)Deficit
            
            1,019,643
            
            846,780














F-7





-27-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
3 – Summary of Significant Accounting Policies





(a) Basis
of Accounting





The
financial statements are presented in U.S. dollars and have been prepared in
accordance with generally accepted accounting principles of United States of
America (US GAAP).





(b) Use
of estimates





The
preparation of financial statements in conformity with US GAAP requires
management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amount of revenues and
expenses during the reporting period. Actual results could differ from the
estimates.





(c)
Foreign currency translation and transactions





The
Company’s functional currency is Canadian dollars. Transactions in other
currencies are recorded in Canadian dollars at the rates of exchange prevailing
when the transactions occur. Monetary assets and liabilities denominated in
other currencies are translated into Canadian dollars at rates of exchange in
effect at the balance sheet dates. Exchange gains and losses are recorded in the
statements of operations.





The
Company has chosen U.S. dollars as its reporting currency. Assets and
liabilities are translated into the reporting U.S. dollars at exchange rates at
the balance sheet date, equity accounts are translated at historical exchange
rate and revenues and expenses are translated by using the average exchange
rates. Translation adjustments are reported as cumulative translation
adjustments and are shown as a separate component of other comprehensive income
(loss) in the statement of stockholders’ equity (deficiency).





(d) Cash
and cash equivalents





Cash and
cash equivalents are highly liquid investments, such as cash on hand and term
deposits with major financial institutions, having a term to maturity of three
months or less at the date of acquisition that are readily convertible to known
amounts of cash. As at March 31, 2009 and 2008, there were no cash
equivalents.
































F-8





-28-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
3 – Summary of Significant Accounting Policies - Continued





(e)
Equipment





Equipment
is recorded at cost less accumulated amortization. Equipment is amortized over
estimated useful lives using the following rates and methods:





Office
      equipment
            20%
            declining
      balance methodComputer
      equipment
            30%
            declining
      balance methodComputer
      software
            100%
            declining
      balance method





Amortization
is provided at one half of the stated rates in the year of
acquisition.





(f)
Concentration of credit risk





The
Company places its cash and cash equivalents with high credit quality financial
institutions. At March 31, 2009, the Company had $nil (2008 - $nil) in a bank
beyond insured limits.





(g)
Website development costs





Website
development costs are for the development of the Company's corporate website and
web-based courses. These costs have been capitalized when acquired or developed,
and installed, and are being amortized over their estimated useful life of three
years on a straight line basis. The Company accounts for these costs in
accordance with EITF 00-2, Accounting for Website Development
Costs, which specifies the appropriate accounting for costs incurred in
connection with the development and maintenance of websites. Amortization
expense totals to $5,681 (2008: $6,755) for the year ended March 31,
2009.





(h)
Intangible asset





On
January 8, 2008, the Company obtained the registered trademark “MathNote” from
the United States Patent and Trademark Office. Intangible asset represents the
trademark and is recorded at cost less accumulated amortization. The trademark
is amortized over its estimated useful life of 10 years.
































F-9





-29-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
3 – Summary of Significant Accounting Policies - Continued





(i)
Impairment of long lived assets





Long-lived
assets of the Company are reviewed for impairment whenever events or changes in
circumstances indicate that their carrying value has become impaired, in
accordance with the guidance established in Statement of Financial Accounting
Standards (“SFAS”) No. 144, Accounting for the Impairment or
Disposal of Long-Lived Assets. An impairment loss would be recognized
when the carrying amount of an asset exceeds the estimated undiscounted future
cash flows expected to result from the use of the asset and its eventual
disposition. The amount of the impairment loss to be recorded is calculated by
the excess of the asset’s carrying value over its fair value. Fair value is
generally determined using a discounted cash flow analysis.





(j) Asset
retirement obligation





The
Company has adopted SFAS No.143, Reporting Asset Retirement
Obligations. An asset retirement obligation is a legal obligation
associated with the retirement of tangible long-lived assets that the Company is
required to settle. The Company recognizes the fair value of a liability for an
asset retirement obligation in the period in which it is incurred when a
reasonable estimate of fair value can be made. The carrying amount of the
related long-lived asset is increased by the same amount as the liability. To
date, the Company has not incurred any asset retirement
obligations.





(k)
Advertising expenses





Advertising
costs are expensed as incurred. Advertising expense for the year ended March 31,
2009 was $4,623 (2008: $215).





(l) Stock
based compensation





The
Company adopted SFAS No. 123 (revised 2004), Share-Based Payment, to
account for its stock options and similar equity instruments issued.
Accordingly, compensation costs attributable to stock options or similar equity
instruments granted are measured at the fair value at the grant date, and
expensed over the expected vesting period. SFAS No. 123 (revised) requires
excess tax benefits be reported as a financing cash inflow rather than as a
reduction of taxes paid. Prior to the adoption of SFAS No. 123 (revised 2004),
the Company adopted the fair value method of accounting for stock-based
compensation as recommended by the Statement of Financial Accounting Standards
No. 123, Accounting for
Stock-based Compensation.























F-10





-30-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
3 – Summary of Significant Accounting Policies - Continued





(m) Loss
per share





Basic
loss per share is calculated using the weighted average number of shares
outstanding during the year. The Company has adopted SFAS No.128, Earnings per Share, and uses
the treasury stock method to compute the dilutive effect of options, warrants
and similar instruments. Under this method, the dilutive effect on loss per
share is recognized on the use of the proceeds that could be obtained upon
exercise of options, warrants and similar instruments. It assumes that the
proceeds would be used to purchase common shares at the average market price
during the period. Diluted loss per share is equal to basic loss per share
because there are no potential dilutive securities.





(n)
Income taxes





The
Company accounts for income taxes under the provisions of SFAS No. 109, Accounting for Income Taxes,
which requires the Company to recognize deferred tax liabilities and assets for
the expected future tax consequences of events that have been recognized in the
Company’s financial statements or tax returns using the liability method. Under
this method, deferred tax liabilities and assets are determined based on the
temporary differences between the financial statement and tax bases of assets
and liabilities using enacted tax rates in effect in the years in which the
differences are expected to reverse. The effect on deferred income tax assets
and liabilities of a change in income tax rates is included in the period that
includes the enactment date. Valuation allowances are established when necessary
to reduce deferred income tax assets to the amount expected to be
realized.





(o) Fair
value of financial instruments





The
estimated fair values for financial instruments under SFAS No. 107, Disclosure about Fair Value of
Financial Instruments, are determined at discrete points in time based on
relevant market information. These estimates involve uncertainties and can not
be determined with precision. The estimated fair value of the Company’s
financial instruments includes cash and cash equivalents, accounts payable and
accrued liabilities and loan from a shareholder. Unless otherwise noted, it is
management’s opinion that the Company is not exposed to significant interest,
currency or credit risks arising from these financial instruments. The fair
value of these financial instruments approximates their carrying values, unless
otherwise noted.





(p)
Comprehensive income (loss)





The
Company accounts for comprehensive income under the provisions of SFAS No. 130,
Reporting Comprehensive
Income, which establishes standards for reporting and display of
comprehensive income, its components and accumulated balances. The Company is
disclosing this information on its Statements of Operations and Comprehensive
Income (Loss). The Company’s comprehensive income (loss) consists of net
earnings (loss) for the year and currency translation adjustments.











F-11





-31-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
3 – Summary of Significant Accounting Policies - Continued





(q)
Revenue recognition





The
Company’s revenue consists of sales of internet educational courses to end-users
through the Company’s website which is recognized when services are rendered and
payments are received or rights to receive consideration are obtained and
collection of consideration is reasonably assured.





(r) Newly
Adopted Accounting Policies and Recent Accounting Pronouncements





In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements” (“SFAS 157”), which defines fair value, establishes a framework
for measuring fair value in GAAP, and expands disclosures about fair value
measurements. SFAS 157 does not require any new fair value measurements, but
provides guidance on how to measure fair value by providing a fair value
hierarchy used to classify the source of the information. In February 2008,
the FASB deferred the effective date of SFAS 157 by one year for certain
non-financial assets and non-financial liabilities, except those that are
recognized or disclosed at fair value in the financial statements on a recurring
basis (at least annually). On April 1, 2008, the Company adopted the
provisions of SFAS 157, except as it applies to those non-financial assets and
non-financial liabilities for which the effective date has been delayed by one
year, which the Company will adopt on April 1, 2009.





The fair
value hierarchy distinguishes between assumptions based on market data
(observable inputs) and an entity’s own assumptions (unobservable inputs). The
hierarchy consists of three levels:





·
            Level
      one –         Quoted market
      prices in active markets for identical assets or
    liabilities;





·
            Level
      two –         Inputs other
      than level one inputs that are either directly or indirectly observable;
      and





·
            Level
      three –       Unobservable inputs
      developed using estimates and assumptions, which are developedby the
      reporting entity and reflect those assumptions that a market participant
      woulduse.





The
adoption of SFAS 157 will not have a material effect on the Company’s financial
position or results of operations. The book values of cash and cash equivalents,
accounts payable and accrued liabilities and loan from a shareholder approximate
their respective fair values due to the short-term nature of these instruments.
The Company has no assets or liabilities that are measured at fair value on a
recurring basis. There were no assets or liabilities measured at fair value on a
non-recurring basis during the year ended March 31, 2009.





During
the fiscal year 2008, the Company adopted SFAS No. 159, “The Fair Value Option
for Financial Assets and Financial Liabilities.” SFAS 159 provides companies
with an option to report selected financial assets and liabilities at fair
value. The adoption of SFAS 159 to did not have a material effect on our
financial statements.














F-12





-32-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
3 – Summary of Significant Accounting Policies - Continued





(r) Newly
Adopted Accounting Policies and Recent Accounting Pronouncements -
continued





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a “simplified” method, as discussed in SAB No. 107
(SAB 107), in developing an estimate of expected term of “plain vanilla” share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In
particular, the staff indicated in SAB 107 that it will accept a company’s
election to use the simplified method, regardless of whether the company has
sufficient information to make more refined estimates of expected term. At the
time SAB 107 was issued, the staff believed that more detailed external
information about employee exercise behavior (e.g., employee exercise patterns
by industry and/or other categories of companies) would, over time, become
readily available to companies. Therefore, the staff stated in SAB 107 that it
would not expect a company to use the simplified method for share option grants
after December 31, 2007. The staff understands that such detailed
information about employee exercise behavior may not be widely available by
December 31, 2007. Accordingly, the staff will continue to accept, under
certain circumstances, the use of the simplified method beyond December 31,
2007. The Company will continue to assess the impact of SAB 110. It is not
believed that this will have an impact on the Company’s financial position,
results of operations or cash flows.





In
December 2007, the FASB ratified EITF No. 07-1, Accounting for Collaborative
Arrangements,that discusses how parties to a collaborative arrangement
(which does not establish a legal entity within such arrangement) should account
for various activities. The consensus indicates that costs incurred and revenues
generated from transactions with third parties (i.e. parties outside of the
collaborative arrangement) should be reported by the collaborators on the
respective line items in their income statements pursuant to EITF Issue No.
99-19, Reporting Revenue Gross
as a Principal Versus Net as an Agent.,Additionally, the consensus
provides that income statement characterization of payments between the
participants in a collaborative arrangement should be based upon existing
authoritative pronouncements; analogy to such pronouncements if not within their
scope; or a reasonable, rational, and consistently applied accounting policy
election. EITF Issue No. 07-1 is effective for financial statements beginning
after December 15, 2008 and is to be applied retrospectively to all periods
presented for collaborative arrangements existing as of the date of adoption.
The Company is evaluating the impact, if any, the adoption of this consensus
will have on the results of operations, financial position or cash
flows.






































F-13





-33-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
3 – Summary of Significant Accounting Policies - Continued





(r) Newly
Adopted Accounting Policies and Recent Accounting Pronouncements -
continued





In
April 2008, the FASB issued FASB Staff Position No. 142-3, Determination of the Useful Life of
Intangible Assets(“FSP 142-3”). FSP 142-3 amends the factors that should
be considered in developing assumptions about renewal or extension used in
estimating the useful life of a recognized intangible asset under SFAS
No. 142, Goodwill and
Other Intangible Assets(“SFAS 142”). This standard is intended to
improve the consistency between the useful life of a recognized intangible asset
under SFAS 142 and the period of expected cash flows used to measure the fair
value of the asset under SFAS No. 141 (revised 2007), Business Combinations(“SFAS
141(R)”) and other GAAP. FSP 142-3 is effective for financial statements issued
for fiscal years beginning after December 15, 2008 and the Company will
adopt the provisions of FSP 142-3 effective  April 1, 2009. The
measurement provisions of this standard applied only to intangible assets
acquired after the effective date and its adoption did not have a material
impact on the Company’s financial statements for the three months ended
June 30, 2009.





In May
2008, the FASB issued FASB Staff Position (“FSP”) No. APB 14-1 “Accounting for
Convertible Debt Instruments That May Be Settled in Cash Upon Conversion
(Including Partial Cash Settlements)” (previously FSP APB 14-a), which will
change the accounting treatment for convertible securities which the issuer may
settle fully or partially in cash. Under the final FSP, cash settled convertible
securities will be separated into their debt and equity components. The value
assigned to the debt component will be the estimated fair value, as of the
issuance date, of a similar debt instrument without the conversion feature, and
the difference between the proceeds for the convertible debt and the amount
reflected as a debt liability will be recorded as additional paid-in capital. As
a result, the debt will be recorded at a discount reflecting its below market
coupon interest rate. The debt will subsequently be accreted to its par value
over its expected life, with the rate of interest that reflects the market rate
at issuance being reflected on the income statement. This change in methodology
will affect the calculations of net income and earnings per share for many
issuers of cash settled convertible securities. The FSP is effective for
financial statements issued for fiscal years beginning after December 15, 2008,
and interim periods within those fiscal years. The adoption will not have a
material effect on the Company’s financial statements.





In May
2008, the FASB issued SFAs statement No. 162, “The Hierarchy of Generally
Accepted Accounting Principles” (“SFAS 162”). SFAS 162 identifies the sources of
accounting principles and the framework for selecting the principles used in the
preparation of financial statements of non-governmental entities that are
presented in conformity with GAAP in the United States. Any effect of applying
the provisions of this Statement shall be reported as a change in accounting
principle in accordance with FASB statement No. 154, “Accounting Changes
and Error Corrections.” The adoption of FSAS No. 162 will not have an
impact on its results of operations, financial position and cash
flows.




















F-14





-34-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
3 – Summary of Significant Accounting Policies - Continued





(r) Newly
Adopted Accounting Policies and Recent Accounting Pronouncements -
continued





In June
2008, the Financial Accounting Standards Board (FASB) issued FSP EITF 03-6-1,
“Determining Whether Instruments Granted in Share-Based Payment Transactions are
Participating Securities”.  FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting and affects entities that accrue cash dividends on
share-based payment awards during the awards’ service period when the dividends
do not need to be returned if the employees forfeit the awards.  FSP
EITF 03-6-1 states that all outstanding unvested share-based payment awards that
contain rights to nonforfeitable dividends participate in undistributed earnings
with common shareholders and, therefore, need to be included in the earnings
allocation in computing earnings per share under the two-class
method.  FSP EITF 03-6-1 is effective for fiscal years beginning after
December 15, 2008, and interim periods within those fiscal years.  The
Company does not expect the adoption of FSP EITF 03-6-1 to have a material
impact on its financial statements.





In
October 2008, the FASB issued FSP FAS 157-3, Determining the Fair Value of a
Financial Asset When the Market for That Asset Is Not Active,which
addresses the application of Statement of Financial Accounting Standards
(“SFAS”) No.157 for illiquid financial instruments.  FSP FAS 157-3
clarifies that approaches to determining fair value other than the market
approach may be appropriate when the market for a financial asset is not
active.  The Company does not expect the adoption of FSP FAS 157-3 to
have a material effect on our financial statements.





In April
2009, the FASB issued FASB Staff Position No. FAS 107-1 and APB 28-1 ("FSP FAS
107-1 and APB 28-1"), "Interim Disclosures about Fair Value of Financial
Instruments". The FSP amends SFAS 107, "Disclosure about Fair Value of Financial
Instruments," and Accounting Principles Board Opinion No. 28, "Interim Financial
Reporting", to require disclosures about fair value of financial
instruments for interim reporting periods of publicly traded companies as well
as in annual financial statements. The Company is required to adopt FSP FAS
107-1 and APB 28-1 in the quarter ended June 30, 2009. The Company does not
currently believe that adopting this FSP will have a material impact on the
Company’s financial statements.




In April
2009, the FASB issued FASB Staff Position No. FSP FAS 115-2 and FAS 124-2 ("FSP
FAS 115-2 and FAS 124-2"), "Recognition and Presentation of Other-Than-Temporary
Impairments". The FSP amends the other-than-temporary impairment guidance in
U.S. GAAP for debt securities to make the guidance more operational and to
improve the presentation and disclosure of other-than-temporary impairments on
debt and equity securities in the financial statements. This FSP does not amend
existing recognition and measurement guidance related to other-than-temporary
impairments of equity securities. The Company is required to adopt FSP FAS 115-2
and FAS 124-2 in the quarter ended June 30, 2009.  The Company does not
currently believe that adopting this FSP will have a material impact on the
Company’s financial statements.














F-15





-35-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
3 – Summary of Significant Accounting Policies - Continued





(r) Newly
Adopted Accounting Policies and Recent Accounting Pronouncements -
continued





In April
2009, the FASB issued FASB Staff Position No. FAS 157-4 ("FSP FAS 157-4"),
"Determining Fair Value When the Volume and Level of Activity for the Asset or
Liability Have Significantly Decreased and Identifying Transactions That Are Not
Orderly". The FSP provides additional guidance for estimating fair value in
accordance with FASB Statement No. 157, "Fair Value Measurements", when the
volume and level of activity for the asset or liability have significantly
decreased. This FSP also includes guidance on identifying circumstances that
indicate a transaction is not orderly. The Company is required to adopt FSP FAS
157-4 in the quarter ended June 30, 2009.  The Company does not currently
believe that adopting this FSP will have a material impact 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.








Note
4 - Equipment





Equipment
at March 31, 2009 and 2008 is summarized as follows:





Accumulated
            
            Net
      bookMarch
      31, 2009
            
            Cost
            
            depreciation
            
            valueOffice
      equipment
            $
            1,088
            $
            852
            $
            236Computer
      equipment
            
            833
            
            747
            
            86$
            1,921
            $
            1,599
            $
            322








Accumulated
            
            Net
      bookMarch
      31, 2008
            
            Cost
            
            depreciation
            
            valueOffice
      equipment
            $
            1,342
            $
            978
            $
            364Computer
      equipment
            
            1,027
            
            875
            
            152Computer
      software
            
            975
            
            975
            
            -$
            3,344
            $
            2,828
            $
            516























F-16





-36-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
5 - Website Development Costs





The
Company’s website development was substantially completed in October 2005 and
the capitalized cost is amortized over 3 years. The website development costs
are summarized as follows:





Accumulated
            
            Net
      bookMarch 31,
      2009
            
            Cost
            
            amortization
            
            valueWebsite
      development costs
            $
            22,132
            $
            18,389
            $
            3,743








Accumulated
            
            Net
      bookMarch 31,
      2008
            
            Cost
            
            amortization
            
            valueWebsite
      development costs
            $
            27,286
            $
            16,405
            $
            10,881





During
the year ended March 31, 2008, the Company discontinued two web-based courses
marketed through the Company’s corporate website and the related remaining
unamortized costs ($14,145) was written off during the year.








Note
6 - Intangible Assets





Intangible
asset at March 31, 2009 and 2008 are summarized as follows:





Accumulated
            
            Net
      bookMarch
      31, 2009
            
            Cost
            
            amortization
            
            valueTrademark
            $
            301
            $
            45
            $
            256








Accumulated
            
            Net
      bookMarch
      31, 2008
            
            Cost
            
            amortization
            
            valueTrademark
            $
            372
            $
            20
            $
            352























F-17





-37-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
7 - Loan From A Shareholder





Loan from
a shareholder represents a series of loans from a director and shareholder of
the Company which are unsecured, non-interest bearing and due on demand. The
Company charged imputed interest of 4% per annum and recorded as additional paid
in capital of $2,228 (2008: $1,126) for the year ended March 31,
2009.





A
director and shareholder of the Company waived $31,932 of the management fee
payable for his services rendered during the year ended March 31, 2009. The
amount was recorded as additional paid in capital during the year ended March
31, 2009.








Note
8 - Stockholders’ Equity





(a)
Common Stock





On
December 5, 2001, the Company (i) issued 3,375,000 common shares for cash to the
founder and sole director of the Company at $0.0004 per share; (ii) issued
37,500 common shares for service to a party related to the founder of the
Company at $0.105 per share; and (iii) issued 150,000 common shares for cash to
the sole director of the Company pursuant to a private placement at $0.105 per
share. The Company recorded the 3,375,000 shares issued to the founder at fair
value at $0.105 per share and recorded a stock based compensation of
$352,337.





On April
1, 2002, the board of directors approved a 1.5 for 1 forward stock split of the
Company’s issued and outstanding shares of common stock. These Financial
Statements of the Company have been restated to reflect the 1.5 for 1 forward
stock split.





For the
fiscal year ended March 31, 2003, the Company issued (i) 117,647 units for cash
at $0.110 per unit for total proceeds of $12,916; (ii) issued 250,002 common
shares for cash at $0.145 per share for total proceeds of $36,326; (iii) issued
117,647 common shares upon the exercise of warrants for cash at $0.110 per share
for total proceeds of $12,916; and (iv) issued 11,111 common shares for the
settlement of debt at $0.145 per share for the total debt of $1,615. In
connection with the above unit issuance, each unit consisted of one common share
and one share purchase warrant with an exercise price at $0.110 per share. The
Company adopted the residual approach and allocated the total proceeds to the
common shares and $nil to the share purchase warrants.





For the
fiscal year ended March 31, 2004, the Company (i) issued 250,003 common shares
for cash at $0.167 per share for total proceeds of $41,644; and (ii) issued
33,333 common shares for the settlement of the debt at $0.167 for the total debt
of $5,552.




















F-18





-38-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
8 - Stockholders’ Equity - Continued





(a)
Common Stock - Continued





For the
fiscal year ended March 31, 2005, the Company (i) issued 600,000 units for cash
at $0.078 per unit for total proceeds of $47,054; and (ii) issued 955,000 common
shares for cash at $0.078 per share for total proceeds of $74,895. Each unit
consisted of one common share and one share purchase warrant with an exercise
price at $0.078 per share. The Company adopted the residual approach and
allocated the total proceeds to the common stocks and $nil to the share purchase
warrants.





For the
fiscal year ended March 31, 2006, the Company (i) issued 150,000 common shares
at $0.084 per share pursuant to the exercise of warrants for total proceeds of
$12,578; and (ii) issued 197,800 common shares at $0.084 per share for the
settlement of debt of $16,586.





For the
fiscal year ended March 31, 2007, the Company issued 500,000 common shares for
cash at $0.088 per share for total proceeds of $43,948.





For the
fiscal year ended March 31, 2008, the Company issued 26,250 common shares at
$0.097 per share for the settlement of debt of $2,548.





(b)
Stock Options





Since
inception, the Company has entered into various stock option agreements with its
directors, employees and consultants.





During
the year ended March 31, 2008, the Company granted a director the option to
purchase 100,000 shares of common stock at an exercise price per share of
$0.146. The option vested immediately and expires 10 years from the date of the
grant.





The fair
value of each option granted for the year ended March 31, 2008 has been
estimated as of the date of the grant using the Black-Scholes option pricing
model with the following weighted average assumptions:








Year
      endedMarch
      31, 2008Expected
      volatility
            105.50%Risk-free
      interest rate
            4.19%Expected
      life
            10
      yearsDividend
      yield
            0.00%








F-19





-39-







INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
8 - Stockholders’ Equity - Continued





(b)
Stock Options





The
weighted average fair value of stock options granted during the year ended March
31, 2008 is summarized as follows:





Weighted
            
            Weightedaverage
            
            averageexercise
            
            fairprice
            
            valueExercise
      price is above market price at date of grant
            $
            0.15
            $
            0.09





On
November 3, 2008, the Company’s board of directors approved to denominate the
exercise price of outstanding stock options of 550,000, 75,000 and 25,000 at
exercise prices of $0.13, $0.14 and $0.21 per share in U.S. dollars,
respectively. The transaction is regarded as cancellation of original stock
options previously granted and then granted on the same day with the same number
of stock options with the same terms except the exercise prices are denominated
in U.S. dollars.





The fair
value of each option granted for the year ended March 31, 2009 has been
estimated as of the date of the grant using the Black-Scholes option pricing
model with the following weighted average assumptions:





Year
      endedMarch
      31, 2009Expected
      volatility
            110.6%
      - 121.6%Risk-free
      interest rate
            2.39%
      - 3.03%Expected
      life
            3.2
      years - 8.5 yearsDividend
      yield
            0.00%





There was
no option exercised or expired during the year ended March 31,
2009.





During
the year ended March 31, 2009, the Company incurred a total of $55,180 (2008:
$8,787) in stock based compensation expenses.


























F-20





-40-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
8 - Stockholders’ Equity - Continued





(b)  Stock
Options - Continued





Changes
in stock options for the year ended March 31, 2009 and 2008 are summarized as
follows:





Options
      OutstandingWeightedaverageNumber
      of
              
              exerciseshares
              
              priceBalance,
      March 31, 2007
              650,000
              $
              0.13Granted
              100,000
              
              0.13Cancelled
              (100,000)
              
              0.13Balance,
      March 31, 2009 and 2008
              650,000
              
              0.13





The
Company has the following options outstanding and exercisable at March 31,
2009:





Outstanding
                  
                  ExercisableWeightedNumber
                  
                  Average
                  
                  Weighted
                  
                  Number
                  
                  WeightedRange
      of
                  
                  Outstanding
      at
                  
                  Remaining
                  
                  Average
                  
                  Exercisable
      at
                  
                  AverageExercise
                  
                  March
      31,
                  
                  Contractual
                  
                  Exercise
                  
                  March
      31,
                  
                  ExercisePrices
                  
                  2009
                  
                  Life
      (Years)
                  
                  Price
                  
                  2009
                  
                  Price$            0.13
                  
                  550,000
                  
                  7.13
                  $
                  0.13
                  
                  550,000
                  $
                  0.130.14
                  
                  75,000
                  
                  2.81
                  
                  0.14
                  
                  75,000
                  
                  0.140.21
                  
                  25,000
                  
                  3.11
                  
                  0.21
                  
                  25,000
                  
                  0.21$0.13
      - $0.21
                  
                  650,000
                  
                  6.48
                  
                  0.13
                  
                  650,000
                  
                  0.13













F-21





-41-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
8 - Stockholders’ Equity - Continued





(b)  Stock
Options - Continued





The
Company has the following options outstanding and exercisable at March 31,
2008:





Outstanding
                  
                  ExercisableWeightedNumber
                  
                  Average
                  
                  Weighted
                  
                  Number
                  
                  WeightedRange
      of
                  
                  Outstanding
      at
                  
                  Remaining
                  
                  Average
                  
                  Exercisable
      at
                  
                  AverageExercise
                  
                  March
      31,
                  
                  Contractual
                  
                  Exercise
                  
                  March
      31,
                  
                  ExercisePrices
                  
                  2008
                  
                  Life
      (Years)
                  
                  Price
                  
                  2008
                  
                  Price$             0.15
                  
                  550,000
                  
                  8.13
                  $
                  0.15
                  
                  550,000
                  $
                  0.150.17
                  
                  75,000
                  
                  3.81
                  
                  0.17
                  
                  75,000
                  
                  0.170.25
                  
                  25,000
                  
                  4.11
                  
                  0.25
                  
                  25,000
                  
                  0.25$0.15
      - $0.25
                  
                  650,000
                  
                  7.47
                  
                  0.16
                  
                  650,000
                  
                  0.16





(c)
Warrants





In the
past, the Company issued warrants entitling the holders to acquire common shares
of the Company. Movements of warrants are summarized as follows:





Number
      of
            
            Exercisewarrants
            
            priceBalance,
      March 31, 2007
            650,000
            $
            0.09Expired
            (650,000)
            
            0.09Balance,
      March 31, 2009 and 2008
            -





There
were no share purchase warrants outstanding as at March 31, 2009 and
2008.




















F-22





-42-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
9 – Income Tax





The
Company is subject to income tax in Canada on their taxable income as reported
in their statutory accounts at a tax rate in accordance with the relevant
Canadian Income Tax Act. The Company has had a recurring loss from inception and
did not incur any income tax expense. A reconciliation of income taxes at
statutory rates with the reported taxes is as follows:





2009
            
            
            2008Loss
      for the year
            $
            (172,863)
            
            $
            (96,432)Statutory
      Canadian tax rate
            
            31.50%
            
            
            31.50%Income
      tax recovery
            $
            (54,500)
            
            $
            (30,400)Temporary
      differences
            
            1,800
            
            
            4,500Non-deductible
      expenses
            
            10,800
            
            
            11,400Stock
      based compensation
            
            17,400
            
            
            2,800Unrecognized
      benefit of non-capital losses
            
            24,500
            
            
            11,700$
            -
            
            $
            -





The
significant components of the Company’s deferred income tax assets are as
follows:





Deferred
      income tax assets (liabilities)
            
            2009
            
            
            2008Net
      operating loss carry forwards
            $
            133,900
            
            $
            135,300Equipment
            
            100
            
            
            100Website
      development costs
            
            (1,200)
            
            
            (3,400)Valuation
      allowance
            
            (132,800)
            
            
            (132,000)$
            -
            
            $
            -





The
Company has non-capital losses of approximately $439,155 (2008 - $450,838)
available for deduction against future taxable income. These losses, if not
utilized, will expire between 2009 and 2029. Deferred tax benefits, which may
arise as a result of these non-capital losses, have not been recognized in these
financial statements.
















F-23





-43-





INSIGHTFULMIND
LEARNING, INC.


(A
Development Stage Enterprise)


Notes
to Financial Statements


(Expressed
in U.S. Dollars)


Year
Ended March 31, 2009








Note
10 - Statement of Cash Flows - Supplemental Information





No cash
was paid in respect to interest or income taxes during the period from
incorporation on December 3, 2001 to March 31, 2009.





For the
purpose of statements of cash flows, the cash and cash equivalents is comprised
of:





2009
            
            2008Cash
      and cash equivalents
            $
            6,883
            $
            -Bank
      indebtedness
            
            -
            
            (26)$
            6,883
            $
            (26)








Note
11 - Contingent Liabilities





Management
of the Company has opted for the Company to self-insure against business and
liability risks rather than purchase third party insurance coverage.
Consequently the Company is exposed to financial losses or failure as a result
of these risks.








Note
12 - Related Party Transactions





During
the year ended March 31, 2009, the Company paid $1,419 (2008: $1,553) in
director fees to the directors of the Company.





During
the year ended March 31, 2009, the Company accrued and paid salary of $33,292
(2008: $36,137) to two directors of the Company. Included in the accrued salary,
$31,932 (2008: $34,950) were forgiven by a director of the Company and credited
to the additional paid-in capital.





See Note
7.








Note
13 – Subsequent Events





On April
28, 2009, the director and shareholder to whom the Company is indebted regarding
the loan from a shareholder (Note 7), lent the Company a further CAD$10,000 for
working capital. The additional CAD$10,000 loan is unsecured, non-interest
bearing and due on demand.














F-24





-44-








ITEM 9.
            CHANGES IN AND DISAGREEMENTS
      WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
      DISCLOSURE.





There have been no disagreements on
accounting and financial disclosures from the inception of our company through
the date of this Form 10-K. Our financial statements for the period from
inception to March 31, 2009, included in this report have been audited by Chang
Lee LLP, as set forth in this annual report.





ITEM
9A.     CONTROLS AND
PROCEDURES.





Evaluation
of Disclosure Controls and Procedures





We maintain “disclosure controls and
procedures,” as such term is defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that
information required to be disclosed in our Exchange Act reports is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission rules and forms, and that such information is
accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure. We conducted an evaluation (the “Evaluation”),
under the supervision and with the participation of our Chief Executive Officer
(“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design
and operation of our disclosure controls and procedures (“Disclosure Controls”)
as of the end of the period covered by this report pursuant to Rule 13a-15 of
the Exchange Act. Based on this Evaluation, our CEO and CFO concluded that our
Disclosure Controls were effective as of the end of the period covered by this
report.





Limitations on the Effectiveness of
Controls





Our management, including our CEO and
CFO, does not expect that our Disclosure Controls and internal controls will
prevent all errors and all fraud. A control system, no matter how well conceived
and operated, can provide only reasonable, not absolute, assurance that the
objectives of the control system are met. Further, the design of a control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitations in all control systems, no evaluation of controls can
provide absolute assurance that all control issues and instances of fraud, if
any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision-making can be faulty, and that
breakdowns can occur because of a simple error or mistake. Additionally,
controls can be circumvented by the individual acts of some persons, by
collusion of two or more people, or by management or board override of the
control.





The design of any system of controls
also is based in part upon certain assumptions about the likelihood of future
events, and there can be no assurance that any design will succeed in achieving
its stated goals under all potential future conditions; over time, controls may
become inadequate because of changes in conditions, or the degree of compliance
with the policies or procedures may deteriorate. Because of the inherent
limitations in a cost-effective control system, misstatements due to error or
fraud may occur and not be detected.








-45-





CEO and CFO
Certifications





Appearing immediately following the
Signatures section of this report there are Certifications of the CEO and the
CFO. The Certifications are required in accordance with Section 302 of the
Sarbanes-Oxley Act of 2002 (the Section 302 Certifications). This Item of this
report, which you are currently reading is the information concerning the
Evaluation referred to in the Section 302 Certifications and this information
should be read in conjunction with the Section 302 Certifications for a more
complete understanding of the topics presented.





Management’s
Report on Internal Control over Financial Reporting





Our management is responsible for
establishing and maintaining adequate internal control over financial reporting,
as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal
control over financial reporting is a process designed to provide reasonable
assurance to our management and board of directors regarding the reliability of
financial reporting and the preparation of the financial statements for external
purposes in accordance with accounting principles generally accepted in the
United States of America.





Our internal control over financial
reporting includes those policies and procedures that (i) pertain to the
maintenance of records that, in reasonable detail, accurately and fairly reflect
the transactions and dispositions of the assets of the Company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting principles
generally accepted in the United States of America, and that receipts and
expenditures of the Company are being made only in accordance with
authorizations of management and directors of the Company; and (iii) provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use, or disposition of the Company’s assets that could have a
material effect on the financial statements.





Because of its inherent limitations,
internal controls over financial reporting may not prevent or detect
misstatements. All internal control systems, no matter how well designed, have
inherent limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective internal
control over financial reporting can provide only reasonable assurance with
respect to financial statement preparation. Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.





Our management assessed the
effectiveness of our internal control over financial reporting as of March 31,
2009. In making this assessment, it used the criteria set forth by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated
Framework. Based on our assessment, we believe that, as of March 31,
2009, the Company’s internal control over financial reporting was effective
based on those criteria.





This annual report does not include an
attestation report of our registered public accounting firm regarding internal
control over financial reporting. Management’s report was not subject to
attestation by our registered public accounting firm pursuant to temporary rules
of the Securities and Exchange Commission that permit us to provide only
management’s report in this annual report.











-46-





Changes
in Internal Controls





There were no changes in our internal
control over financial reporting during the quarter ended March 31, 2009 that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.





ITEM
      9B.
            OTHER
      INFORMATION





None.








PART
III





ITEM
      10.
            DIRECTORS,
      EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION
      16(a) OF THE EXCHANGE ACT.





Officers
and Directors





Our directors will serve until his/her
successor is elected and qualified. Our officer is elected by the board of
directors to a term of one (1) year and serves until his/her successor is duly
elected and qualified, or until he/she is removed from office.





The names, addresses, ages and
positions of our present officers and directors are set forth
below:





Name
            Age
            Position(s)Jefferson
      Thachuk
            41
            president,
      principal executive officer, secretary, treasurer,300-1055
      W. Hastings St.
            
            principal
      financial officer, principal accounting officer, andVancouver,
      BC V6E 2E9
            
            a
      member of the board of directorsRaven
      Kopelman
            32
            chief
      programmer and a member of the board of directors300-1055
      W. Hastings St.Vancouver,
      BC V6E 2E9David
      Holmes
            43
            member
      of the board of directors300-1055
      W. Hastings St.Vancouver,
      BC V6E 2E9Kenneth
      Bogas
            50
            member
      of the board of directors300-1055
      W. Hastings St.Vancouver,
      BC V6E 2E9





The persons named above have held their
offices/positions since our inception and is expected to hold their
offices/positions until the next annual meeting of our
stockholders.














-47-





Background of officers and
directors





Jefferson
Thachuk





Jefferson Thachuk has been our
president, principal executive officer, secretary, treasurer, principal
financial officer, principal accounting officer, and a member of our board of
directors since December 2001.  Since 2001, Mr. Thachuk has been a
self-employed builder and real estate developer located in Vancouver, British
Columbia.





Raven
Kopelman





Raven Kopelman has been our chief
programmer and a member of our board of directors since January
2002.  Since October 2007, Mr. Kopelman has been a software developer
for Safe Software located in Surrey, British Columbia.  From September
2007 to August 2008, Mr. Kopelman was a software developer for Radical
Entertainment located in Vancouver, British Columbia.  From May 2006
to September 2007, Mr. Kopelman was an animation workflow software developer for
Mainframe Entertainment located in Richmond, British Columbia.  From
August 2001 to May 2006, Mr. Kopelman was a software engineer for the air
traffic management systems division of Raytheon Systems Canada located in
Richmond, British Columbia.   In 2000, Mr. Kopelman joined
LegalDeeds Network Inc. located in White Rock, British Columbia, as a software
engineer and was responsible for the development of its core document
technology.  Since May 2000, Mr. Kopelman has been a director of
LegalDeeds Network Inc.  LegalDeeds Network Inc. is a private
corporation and its securities are not traded anywhere.





David
Holmes





David Holmes has been a member of our
board of directors since May 2007.  Since 1996, Mr. Holmes has been a
self-employed businessman.  Since July 2007, Mr. Holmes has been an
independent mortgage broker working with Dominion Lending Centres in Coquitlam,
British Columbia. Since 1997, Mr. Holmes has been co-owner, president and
general manager of Gold ‘N Tan Studio located in Richmond, British
Columbia.  Gold ‘N Tan Studio is engaged in the business of salon and
aesthetics services.





Kenneth
Bogas





Kenneth Bogas has been a member of our
board of directors since March 2007.  Since June 2002, Mr. Bogas has
been the owner, president and general manager of Balance Design located in
Vancouver, British Columbia which is engaged in the business of custom landscape
design.  From January 2000 to June 2005, Mr. Bogas was the owner and
executive chef of Coco Pazzo Restaurant Ltd., a fine dining restaurant located
in Vancouver, British Columbia.  On August 17, 2005, after Mr. Bogas
sold all of his right, title and interest in and to Coco Pazzo Restaurant Ltd.,
Coco Pazzo Restaurant Ltd. filed for bankruptcy protection in the Supreme Court
of British Columbia, Bankruptcy and Insolvency, Case No. B
051644.  Coco Pazzo Restaurant Ltd. was discharged on January 19,
2007.





Conflicts
of Interest





There are no conflicts of
interest.  Further, we have not established any policies to deal with
possible future conflicts of interest.














-48-





Audit
Committee Financial Expert





We do not have an audit committee
financial expert. We do not have an audit committee financial expert because we
believe the cost related to retaining a financial expert at this time is
prohibitive. Further, because we are only beginning our commercial operations,
at the present time, we believe the services of a financial expert are not
warranted.





Involvement
in Certain Legal Proceedings





Other than as described in this
section, to our knowledge, during the past five years, no present or former
director or executive officer of our company: (1) filed a petition under the
federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal
agent or similar officer appointed by a court for the business or present of
such a person, or any partnership in which he was a general partner at or within
two years before the time of such filing, or any corporation or business
association of which he was an executive officer within two years before the
time of such filing; (2) was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic violations and other minor
offenses); (3) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or otherwise
limiting the following activities: (i) acting as a futures commission merchant,
introducing broker, commodity trading advisor, commodity pool operator, floor
broker, leverage transaction merchant, associated person of any of the
foregoing, or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity; (ii) engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws; (4) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity; (5) was found by a court
of competent jurisdiction in a civil action or by the Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
in subsequently reversed, suspended or vacate; (6) was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.





Audit
Committee and Charter





We have a separately-designated audit
committee of the board.  Audit committee functions are performed by
our board of directors. None of our directors are deemed independent. All
directors also hold positions as our officers. Our audit committee is
responsible for: (1) selection and oversight of our independent accountant; (2)
establishing procedures for the receipt, retention and treatment of complaints
regarding accounting, internal controls and auditing matters; (3) establishing
procedures for the confidential, anonymous submission by our employees of
concerns regarding accounting and auditing matters; (4) engaging outside
advisors; and, (5) funding for the outside auditory and any outside advisors
engagement by the audit committee. A copy of the amended audit committee charter
is filed as an exhibit to this report.





-49-





Code
of Ethics





We have adopted a corporate code of
ethics. We believe our code of ethics is reasonably designed to deter wrongdoing
and promote honest and ethical conduct; provide full, fair, accurate, timely and
understandable disclosure in public reports; comply with applicable laws; ensure
prompt internal reporting of code violations; and provide accountability for
adherence to the code. A copy of the amended code of ethics is filed as an
exhibit to this report.





Disclosure
Committee and Charter





We have a disclosure committee and
disclosure committee charter. Our disclosure committee is comprised of all of
our officers and directors. The purpose of the committee is to provide
assistance to the Chief Executive Officer and the Chief Financial Officer in
fulfilling their responsibilities regarding the identification and disclosure of
material information about us and the accuracy, completeness and timeliness of
our financial reports.  A copy of the disclosure committee charter is
filed as an exhibit to this report.





ITEM
11.      EXECUTIVE COMPENSATION





The following table sets forth the
compensation paid by us for the last three years through March 31, 2009, for our
officers.  This information includes the dollar value of base
salaries, bonus awards and number of stock options granted, and certain other
compensation, if any.  The compensation discussed addresses all
compensation awarded to, earned by, or paid to our named executive
officer.





Summary
Compensation Table


Non-
            NonqualifiedEquity
            Deferred
            AllIncentive
            Compensa-
            OtherStock
            Option
            Plan
            tion
            Compen-Name
      and
            
            Salary
            Bonus
            Awards
            Awards
            Compensation
            Earnings
            sation
            TotalPrincipal
      Position
            Year
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)Jefferson
      Thachuk
            2009
            0
            0
            0
            0
            0
            0
            0
            0President,
      Secretary
            2008
            0
            0
            0
            0
            0
            0
            0
            0and
      Treasurer
            2007
            0
            0
            0
            0
            0
            0
            0
            0Raven
      Kopelman
            2009
            1,360
            0
            0
            0
            0
            0
            0
            1,360Chief
      Programmer
            2008
            1,186
            0
            0
            0
            0
            0
            0
            1,1862007
            1,669
            0
            0
            0
            0
            0
            0
            1,669





Employment
Agreements





We have entered into an agreement with
Jefferson Thachuk wherein we agreed to pay Mr. Thachuk CAD$3,000.00 per month to
serve as our principal executive officer.  Mr. Thachuk has forgiven
the salary for the past three fiscal years.  To serve as our principal
executive officer, Mr. Thachuk was also granted stock options. All stock options
have a ten year life.  On April 22, 2005 Mr. Thachuk was granted an
option to acquire up to 75,000 shares of common stock at an exercise price
of











-50-





CAD$0.15
per share. On November 3, 2008, Mr. Thachuk and the Company agreed to convert
the exercise price of the options into U.S. dollars, resulting in a new exercise
price of USD$0.13 per share. The option is fully vested and none of the option
has been exercised.





We have entered into an agreement with
Raven Kopelman wherein we pay Mr. Kopelman CAD$25.00 for each hour for work
performed as a Programer.  To serve as our chief Programer, Mr.
Kopelman was also granted stock options. All stock options have a ten year
life.  On January 19, 2002, Mr. Kopelman was granted an option to
acquire up to 75,000 shares of common stock at an exercise price of CAD$0.17 per
share and on April 22, 2005 Mr. Kopelman was granted an option to acquire up to
75,000 shares of common stock at an exercise price of CAD$0.15 per
share.  On November 3, 2008, Mr. Kopelman and the Company agreed to
convert the exercise price of the options into U.S. dollars, resulting in new
exercise prices of USD$0.14 per share and USD$0.13 per share respectively. The
options are fully vested and none have been exercised.





Compensation
of Directors





The following table sets forth the
compensation paid to each of our directors in 2009.  This information
includes the dollar value of base salaries, bonus awards and number of stock
options granted, and certain other compensation, if any.  The
compensation discussed addresses all compensation awarded to, earned by, or paid
to our named directors.





Director
Compensation


FeesEarned
            
            
            
            Nonqualifiedor
            
            
            Non-Equity
            DeferredPaid
      in
            Stock
            Option
            Incentive
      Plan
            Compensation
            All
      OtherCash
            Awards
            Awards
            Compensation
            Earnings
            Compensation
            TotalName
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)
            (US$)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)Jefferson
      Thachuk
            355
            0
            0
            0
            0
            0
            355Raven
      Kopelman
            355
            0
            0
            0
            0
            0
            355David
      Holmes
            355
            0
            0
            0
            0
            0
            355Kenneth
      Bogus
            355
            0
            0
            0
            0
            0
            355





Each director is paid CAD$100 to attend
meetings of the board of directors.  The board of directors met 4
times in fiscal year 2009.  Since March 31, 2009, we have met
once.  Board members also receive options to purchase shares of common
stock.





In addition to the option grant to
Jefferson Thachuk to serve as our principal executive officer described above,
to serve as a director, on March 31, 2006, Mr. Thachuk received an option to
acquire 100,000 shares of common stock at an exercise price of CAD$0.15 per
share. On November 3, 2008, Mr. Thachuk and the Company agreed to convert the
exercise price of the options into U.S. dollars, resulting in a new exercise
price of USD$0.13 per share. Mr. Thachuk has not exercised any of his
options.  In addition to the two option grants to Raven Kopelman to
serve as our chief Programmer described above, to serve as a director, on March
31, 2006, Mr. Kopelman received an option to acquire 100,000 shares of common
stock at an exercise price of CAD$0.15 per share.  On November 3,
2008, Mr. Kopelman and the Company agreed to convert the exercise price of the
options into U.S. dollars, resulting in a new exercise price of USD$0.13 per
share. Mr. Kopelman has not exercised any


-51-





of his
options. On May 4, 2007, David Holmes received an option to acquire up to
100,000 shares of common stock at an exercise price of CAD$0.15 per share. On
November 3, 2008, Mr. Holmes and the Company agreed to convert the exercise
price of the options into U.S. dollars, resulting in a new exercise price of
USD$0.13 per share. Mr. Holmes has not exercised any of his options. On March
30, 2007, Kenneth Bogas received an option to acquire up to 100,000 shares of
common stock at an exercise price of CAD$0.15 per share.  On November
3, 2008, Mr. Bogus and the Company agreed to convert the exercise price of the
options into U.S. dollars, resulting in a new exercise price of USD$0.13 per
share. Mr. Bogas has not exercised any of his options.  All of the
above director stock options are fully vested.








Outstanding
Equity Awards At March 31, 2009


Name
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
      Exercisable
            Number
      of
              Securities
              Underlying
              Unexercised
              Options
              (#)
      Unexercisable
            Option
      Exercise
              Price
            Option
      Expiration
              Date(a)
            (b)
            (c)
            (d)
            (e)Jefferson
      Thachuk
            75,000
            0
            $0.13
            4-22-15100,000
            0
            $0.13
            3-31-16Raven
      Kopelman
            75,000
            0
            $0.14
            1-19-1275,000
            0
            $0.13
            1-22-15100,000
            0
            $0.13
            3-31-16David
      Holmes
            100,000
            0
            $0.13
            5-4-17Kenneth
      Bogas
            100,000
            0
            $0.13
            3-30-17





None of
the options described above have been exercised as of the date of this annual
report.





Pension
Benefits and Compensation Plans





We do not have any pension benefits or
compensation plans.





Potential
Payments Upon Termination or Change-in-Control





SEC regulations state that we must
disclose information regarding agreements, plans or arrangements that provide
for payments or benefits to our executive officers in connection with any
termination of employment or change in control of the company. We currently have
no employment agreements with any of our executive officers, nor any
compensatory plans or arrangements resulting from the resignation, retirement or
any other termination of any of our executive officers, from a
change-in-control, or from a change in any executive officer's responsibilities
following a change-in-control.




















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Long-Term Incentive Plan
Awards





We do not have any long-term
incentive plans that provide compensation intended to serve as incentive for
performance.





As of the date hereof, we have not
entered into employment contracts with any of our officers and do not intend to
enter into any employment contracts until such time as it profitable to do
so.





Indemnification





The only statute, charter provision,
bylaw, contract, or other arrangement under which any controlling person,
director or officer of the Registrant is insured or indemnified in any
manner


against
any liability which he may incur in his capacity as such, is as
follows:





1.
            Articles
      5-8 of the Bylaws of the company, filed as Exhibit 3.2 to the Registration
      Statement.





2.
            Canada
      Business Corporations Act





The general effect of the foregoing is
to indemnify a control person, officer or director from liability, thereby
making the company responsible for any expenses or damages incurred by such
control person, officer or director in any action brought against them based on
their conduct in such capacity, provided they did not engage in fraud or
criminal activity.





ITEM
      12.
            SECURITY
      OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
  MANAGEMENT





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. The
stockholders listed below have direct ownership of his/her shares and possess
voting and dispositive power with respect to the shares.





Shares
      Beneficially OwnedName
      of Beneficial Owner
            Number
            Percent
      of ClassJefferson
      Thachuk
            3,275,000(1)
            48.37%Raven
      Kopelman
            0(2)
            0.00%David
      Holmes
            10,000(3)
            0.15%Kenneth
      Bogas
            5,000(4)
            0.07%All
      officers and directors as a group (4 persons)
            3,290,000
            48.59%











-53-








Greg
      Zakaib
            475,000
            7.01%6-9311
      Dayton Ave., Richmond, BC V6Y 1E2Mike
      and Carrie Thachuk
            400,000
            5.91%27133-25A
      Avenue, Aldergrove, BC V4W 3N4





(1)
            Does
      not include stock options to acquire an additional 175,000 shares of
      common stock at an exercise price of $0.13 per
  share.





(2)
            Does
      not include stock options to acquire an additional 75,000 shares of common
      stock at an exercise price of $0.14 per share and 175,000 shares of common
      stock at an exercise price of $0.13 per
share.





(3)
            Does
      not include stock options to acquire an additional 100,000 shares of
      common stock at an exercise price of $0.13 per
  share.





(4)
            Does
      not include stock options to acquire an additional 100,000 shares of
      common stock at an exercise price of $0.13 per
  share.




ITEM 13.
            CERTAIN RELATIONSHIPS, RELATED
      TRANSACTIONS AND DIRECTOR
INDEPENDENCE





We have entered into an agreement with
Jefferson Thachuk wherein we pay Mr. Thachuk wherein we agreed to pay Mr.
Thachuk CAD$3,000.00 per month to serve as our principal executive
officer.  Mr. Thachuk has forgiven the salary for the past three
fiscal years.  To serve as our principal executive officer, Mr.
Thachuk was also granted stock options. All stock options have a ten year
life.





On April 22, 2005, Mr. Thachuk was
granted an option to acquire up to 75,000 shares of common stock at an exercise
price of CAD$0.15 per share. On November 3, 2008, Mr. Thachuk and the Company
agreed to convert the exercise price of the options into U.S. dollars, resulting
in a new exercise price of USD$0.13 per share. All options are fully vested and
none have been exercised.





We have entered into an agreement with
Raven Kopelman wherein we pay Mr. Kopelman CAD$25.00 for each hour for work
performed as a Programmer. To serve as our chief programmer, Mr. Kopelman was
also granted stock options. All stock options have a ten year
life.  On January 19, 2002, Mr. Kopelman was granted an option to
acquire up to 75,000 shares of common stock at an exercise price of CAD$0.17 per
share and on April 22, 2005, Mr. Kopelman was granted an option to acquire up to
75,000 shares of common stock at an exercise price of CAD$0.15 per share. On
November 3, 2008, Mr. Kopelman and the Company agreed to convert the exercise
price of the options into U.S. dollars, resulting in new exercise prices of
USD$0.14 per share and USD$0.13 per share respectively. All options are fully
vested and none have been exercised.




















-54-





To serve as a director, on March 31,
2006, Jefferson Thachuk received an option to acquire up to 100,000 shares of
common stock at an exercise price of CAD$0.15 per share. On November 3, 2008,
Mr. Thachuk and the Company agreed to convert the exercise price of the options
into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. All
of Mr. Thachuk’s options are fully vested and none have been exercised. To serve
as a director, on March 31, 2006, Raven Kopelman received an option to acquire
up to 100,000 shares of common stock at an exercise price of CAD$0.15 per share.
On November 3, 2008, Mr. Kopelman and the Company agreed to convert the exercise
price of the options into U.S. dollars, resulting in a new exercise price of
USD$0.13 per share. All of Mr. Kopelman’s options are fully vested and none have
been exercised. To serve as a director, on May 4, 2007, David Holmes received an
option to acquire up to 100,000 shares of common stock at an exercise price of
CAD$0.15 per share. On November 3, 2008, Mr. Holmes and the Company agreed to
convert the exercise price of the options into U.S. dollars, resulting in a new
exercise price of USD$0.13 per share. All of Mr. Holmes’ options are fully
vested and none have been exercised.  To serve as a director, on March
30, 2007, Kenneth Bogas received an option to acquire up to 100,000 shares of
common stock at an exercise price of CAD$0.15 per share. On November 3, 2008,
Mr. Bogas and the Company agreed to convert the exercise price of the options
into U.S. dollars, resulting in a new exercise price of USD$0.13 per share. All
of Mr. Bogas’ options are fully vested and none have been
exercised.  The options granted to Messrs Thachuk and Kopelman are in
addition to the options granted to them in their capacities as
officers.





ITEM
14.      PRINCIPAL ACCOUNTING FEES AND
SERVICES





(1)
Audit Fees





The aggregate fees billed for each of
the last two fiscal years for professional services rendered by the principal
accountant for our audit of annual financial statements and review of financial
statements included in our Form 10-Qs or services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for those fiscal years was:





2009
            $
            10,600
            
            Chang
      Lee LLP2008
            $
            19,000
            
            Chang
      Lee LLP





(2)
Audit-Related Fees





The aggregate fees billed in each of
the last two fiscal years for assurance and related services by the principal
accountants that are reasonably related to the performance of the audit or
review of our financial statements and are not reported in the preceding
paragraph:





2009
            $
            0
            
            Chang
      Lee LLP2008
            $
            0
            
            Chang
      Lee LLP





(3)
Tax Fees





The aggregate fees billed in each of
the last two fiscal years for professional services rendered by the principal
accountant for tax compliance, tax advice, and tax planning was:





2009
            $
            0
            
            Chang
      Lee LLP2008
            $
            0
            
            Chang
      Lee LLP


-55-





(4)
All Other Fees





The aggregate fees billed in each of
the last two fiscal years for the products and services provided by the
principal accountant, other than the services reported in paragraphs (1), (2),
and (3) was:





2009
            $
            0
            
            Chang
      Lee LLP2008
            $
            0
            
            Chang
      Lee LLP





(5) Our audit committee’s pre-approval
policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of
Regulation S-X were that the audit committee pre-approve all accounting related
activities prior to the performance of any services by any accountant or
auditor.





(6) The percentage of hours expended on
the principal accountant’s engagement to audit our financial statements for the
most recent fiscal year that were attributed to work performed by persons other
than the principal accountant’s full time, permanent employees was
0%.





ITEM
      15.
            EXHIBITS
      AND FINANCIAL STATEMENT SCHEDULES.





Exhibit
      No.
            Document
      Description14.2
            Amended
      Code of Ethics as of May 14, 2009.31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant
      Section 302 of the Sarbanes-Oxley Act of 2002.32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant Section
      906 of the Sarbanes-Oxley Act of 2002.99.2
            Amended
      Audit Committee Charter as of May 19, 2009.99.3
            Disclosure
      Committee Charter.























-56-





SIGNATURES





Pursuant to the requirements of the
Securities Act of 1933, the registrant certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing of this Form 10-K
and has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized on this 5th day of
June, 2009.





INSIGHTFULMIND
      LEARNING, INC.BY:
            JEFFERSON
      THACHUKJefferson
      ThachukPresident,
      Principal Accounting Officer, Principal Executive Officer, Principal
      Financial Officer, Secretary, Treasurer and
  Director





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





Signature
            Title
            DateJEFFERSON
      THACHUK
            President,
      Principal Accounting Officer,
            June
      5, 2009Jefferson
      Thachuk
            Principal
      Executive Officer, Principal Financial Officer, Secretary, Treasurer and
      DirectorRAVEN
      KOPELMAN
            Director
      and Chief Programmer
            June
      5, 2009Raven
      KopelmanDAVID
      HOLMES
            Director
            June
      5, 2009David
      HolmesKENNETH
      BOGAS
            Director
            June
      5, 2009Kenneth
      Bogas






















-57-





EXHIBIT
INDEX





Incorporated
      by referenceExhibit
      No.
            Document
      Description
            Form
            Date
            Number
            Filed
      herewith3.1
            Articles
      of Incorporation.
            S-1
            11/07/08
            3.13.2
            Bylaws.
            S-1
            11/07/08
            3.23.3
            Amended
      Articles of Incorporation (8/13/2002).
            S-1
            11/07/08
            3.33.4
            Amended
      Articles of Incorporation (8/26/2002).
            S-1
            11/07/08
            3.43.5
            Amended
      Articles of Incorporation (9/20/2002).
            S-1
            11/07/08
            3.54.1
            Specimen
      Stock Certificate.
            S-1
            11/07/08
            4.110.1
            Engagement
      Letter - Jefferson Thachuk (5/15/07).
            S-1
            11/07/08
            10.110.2
            Engagement
      Letter - Jefferson Thachuk (6/12/08).
            S-1
            11/07/08
            10.210.3
            Engagement
      Letter - Jefferson Thachuk (8/21/08).
            S-1
            11/07/08
            10.310.4
            Engagement
      Letter - Raven Kopelman.
            S-1
            11/07/08
            10.410.5
            Engagement
      Letter - John Omielan:  (3/15/2007).
            S-1
            11/07/08
            10.510.6
            Engagement
      Letter - John Omielan:  (1/4/2008).
            S-1
            11/07/08
            10.614.1
            Code
      of Ethics.
            S-1
            11/07/08
            14.114.2
            Amended
      Code of Ethics as of May 14, 2009.
            
            
            
            X31.1
            Certification
      of Principal Executive Officer and Principal Financial Officer pursuant
      Section 302 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X32.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant Section
      906 of the Sarbanes-Oxley Act of 2002.
            
            
            
            X99.1
            Audit
      Committee Charter.
            S-1
            11/07/08
            99.199.2
            Amended
      Audit Committee Charter as of May 19, 2009.
            
            
            
            X99.3
            Disclosure
      Committee Charter.
            
            
            
            X


-58-