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, 2011





Commission file number   000-53697





CORONUS SOLAR INC.


(Exact name of registrant as specified in its charter)





British Columbia, Canada


(State or other jurisdiction of incorporation or organization)





1100-1200 West 73rd Avenue


Vancouver, British Columbia


Canada   V6P 6G5


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





604-267-7078


(Registrant’s telephone number, including area code)





Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to section 12(g) of the Act:NONE
COMMON STOCK





Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   YES [   ]   NO [X]





Indicate by check mark if the registrant is required to file reports pursuant to Section 13 or Section 15(d) of the Act:    YES [X]   NO [   ]





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





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





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) 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.[X]





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 of the Exchange Act.





Large Accelerated Filer
[   ]
Accelerated Filer
[   ]Non-accelerated Filer
[   ]
Smaller Reporting Company
[X](Do not check if a smaller reporting company)





Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES [   ]   NO [X]





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 March 31, 2011: $4,005,052.





As of June 22, 2011, 27,079,086 shares of the registrant’s common stock were outstanding.

















TABLE OF CONTENTS





PagePART IItem 1.
Business.
3Item 1A.
Risk Factors.
14Item 1B.
Unresolved Staff Comments.
16Item 2.
Properties.
16Item 3.
Legal Proceedings.
18PART IIItem 5.
Market for the Registrant’s Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities.
18Item 6.
Selected Financial Data.
20Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
20Item 7A.
Quantitative and Qualitative Disclosures About Market Risk.
28Item 8.
Financial Statements and Supplementary Data.
29Item 9.
Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.
53Item 9A.
Controls and Procedures.
54Item 9B.
Other Information.
55PART IIIItem 10.
Directors, Executive Officers and Corporate Governance.
55Item 11.
Executive Compensation.
60Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
63Item 13.
Certain Relationships and Related Transactions, and Director Independence.
64Item 14.
Principal Accounting Fees and Services.
66PART IVItem 15.
Exhibits and Financial Statement Schedules.
67Signatures
70Exhibit Index
71























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PART I





ITEM 1.                      BUSINESS.





General





We are a development stage company. Our goal is to deploy, own and operate utility-scale, solar photovoltaic (PV) power systems in the State of California. Our immediate-term focus is on small deployments, in multiples of 1.5 megawatt (MW) systems. By focusing on small deployments, we are eligible to obtain “must take” power purchase agreements (PPAs) under the California Public Utilities Commission’s feed-in tariff for small generators. Additionally, by focusing on small deployments, we are not restricted to interconnecting solely to transmission lines, which are under federal jurisdiction, but are able to interconnect to distribution lines as well, which are under state jurisdiction. Tapping into distribution lines gives rise to broader siting opportunities. Additionally, by tapping into distribution lines, we can circumvent the federal interconnection protocol, which currently takes eighteen months to complete and is done in clusters, and instead qualify for the state protocol, which takes only six to eight months, and can be done serially. By focusing on small deployments, we can interconnect to an existing transmission infrastructure that can support small interconnections. Our plan is to deploy a portfolio of systems.





Our immediate-term strategy is to procure PPAs from Southern California Edison (SCE), a leading utility in California, under the California Public Utilities Commission’s feed-in tariff for small generators. Under the feed-in tariff, SCE is obligated to buy renewable energy from renewable energy producers, and the feed-in tariff, which is regulated by the government, fixes the price, at the onset, SCE pays per unit of electricity. The term of the PPAs we intend to procure is 20 years. The program is restricted to facilities of rated generating capacity of 1.5 MW in size or less. We are entitled to enter into multiple PPAs, provided we deploy multiple facilities. Additionally, we are entitled to site multiple 1.5 MW systems on the same parcel, provided there is no material transmission network impact. Generator tie-ins of 5 MW or less may meet this test. Accordingly, our immediate-term strategy is to cluster multiple 1.5 MW systems on the same parcel. As of the date of this report, we have eight generating facility interconnection applications for eight 1.5 MW solar PV systems in SCE’s interconnection queue. Of these, combined system impact/ facilities studies are underway in respect of two of them.





On March 31, 2011, we and Coronus Energy Corp. (“Coronus”), our wholly-owned subsidiary, entered into a purchase agreement for utility-scale, ground-mount, solar PV power systems (the “Solar Power Systems Agreement”) with Belectric, Inc. (“Belectric”). Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW of utility-scale, ground-mount, solar PV power systems from Belectric. To satisfy this initial 21 MW round of deployments, as expeditiously as possible, our strategy, as described above, is to lever the feed-in tariff for small generators. Under the existing feed-in tariff, SCE’s allocated share of the 500 MW statewide cap is 247.690 MW. Service under the feed-in tariff is on a first-come-first-served basis and will be closed to new customers once the total rated generating capacity of eligible facilities within SCE’s service territory reaches 247.690 MW. Once SCE reaches its allocated share of the statewide cap, it will keep a wait list of projects to backfill projects that are withdrawn or terminated.





California Public Utilities Commission proceedings are underway to implement Senate Bill 32 ("SB 32"), which amends the existing feed-in tariff by increasing the statewide cap to 750 MW. Additionally, under SB 32, the fixed price set by the California Public Utilities Commission can now include the value of avoiding environmental impacts, such as greenhouse gas emissions. The price may also include the value of “locational benefits” which can mean several things, depending on how the California Public Utilities Commission interprets the bill. At a minimum, we believe this will include the extra value of energy produced on distribution circuits that need help with peak demand. Lastly, projects can be up to 3 MW in size, as opposed to a maximum of 1.5 MW in size. Under the existing feed-in tariff, SCE's allocated share of the statewide cap is based upon the ratio of SCE's peak demand to total statewide peak demand of all electrical corporations, which equals 0.495. These same metrics are adopted under SB 32. Accordingly, we estimate SCE's share of the statewide cap of 750 MW will be approximately 372 MW.


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As of February 16, 2011, under the feed-in tariff, SCE had 1.9 MW of project bandwidth executed and 212.2 MW of project bandwidth in its interconnection queue. Projects are phased through the queue as follows: application, system impact study, facilities study, interconnection agreement. The feasibility of projects are evaluated at each phase. There is no assurance projects in the queue will result in interconnection agreements. At the date of this report, under the feed-in tariff, we have 12 MW of projects in SCE's interconnection queue. Of this, 9 MW of projects are at the application phase and 3 MW of projects are at the combined system impact/ facilities studies phase. There is no assurance our projects will result in interconnection agreements. Further, there is no assurance we will be able to deploy 21 MW of projects under the feed-in tariff before the feed-in tariff is fully subscribed. By not acting quickly enough, and by not pursuing feasible projects, we may miss the feed-in tariff allotments. Lastly, SB 32 is not yet implemented. Accordingly, there is no assurance SB 32 will be implemented and the statewide cap, under the feed-in tariff, increased to 750 MW.





Belectric





On March 31, 2011, we and Coronus entered into a purchase agreement for utility-scale, ground-mount, solar PV power systems (the “Solar Power Systems Agreement”) with Belectric. Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, we paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of our common stock (the “Payment Shares”) to Belectric, at a deemed price of $1.05 per share. The fair value per share at the date of issuance of the Payment Shares was $0.60. Accordingly, as at March 31, 2011, we recorded $6,584,400 under shareholders’ equity and construction in progress. As a consequence of the issuance of the Payment Shares, Belectric is now our largest shareholder, holding 40.53% of the issued and outstanding shares of our common stock at the date of this report.





Belectric is a resident California corporation. The Payment Shares were issued pursuant to an exemption from applicable prospectus requirements. Belectric is an accredited investor pursuant to Rule 501 of Regulation D of the United States Securities Act of 1933, as amended, in that all the equity owners of Belectric are accredited investors. Further, Belectric is an accredited investor pursuant to the provisions of National Instrument 45-106 adopted by the Canadian Securities Administrators in that all of the owners of interests, direct, indirect or beneficial, except the voting securities required by law to be owned by directors, are persons that are accredited investors.





Under the Solar Power Systems Agreement, Coronus has until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus is to provide the sites for the systems, pay for the utility interconnection requests and studies, and obtain the power purchase agreements and land use permits. Additionally, Coronus is to provide Belectric with satisfactory proof of secured financing, on a per project basis, prior to the commencement of construction of each of the systems. Under the Solar Power Systems Agreement, Belectric is to provide all services necessary for delivery to Coronus of turnkey, operation ready, solar PV systems, and for connection of the systems to the utilities’ grids. Belectric agrees to design the systems to optimize revenue, with emphasis placed on the utilities’ time of delivery periods and factors. Additionally, Belectric shall be responsible for managing the operation of the solar PV systems, throughout the duration of the power purchase agreement underlying each system, and will receive, for the services to be provided, remuneration in the amount of USD $25 per kWp (DC rated output) per year.





There is no assurance Coronus will be able to provide Belectric with satisfactory proof of secured financing, on a per project basis. The Solar Power Systems Agreement is incorporated by reference as Exhibit 10.18 of this annual report.





With “Belectric” subsidiaries in 15 countries, Belectric International designs, manufactures and constructs utility-scale, solar PV systems worldwide. According to IMS Research’s 2010 Global PV System Integrator Rankings, Belectric International was the global leader in 2010, developing more than 300 MW of solar PV systems worldwide.


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The Coronus Acquisition





On November 2, 2009, we completed the agreement (the “Agreement”) to acquire all of the issued and outstanding shares of Coronus Energy Corp. (“Coronus”), a development stage company founded to deploy, own and operate utility-scale solar power systems in the State of California. We acquired all of the outstanding shares of Coronus in exchange for 2,000,000 shares of our common stock at a deemed value of $0.025 per share. We issued the 2,000,000 shares of our common stock to Mark Burgert, the sole principal of Coronus. Under the Agreement, Jeff Thachuk, our president, transferred 2,025,000 of his shares of our common stock to Mr. Burgert for $1. The transfer of these common shares was treated, as a contribution by Mr. Thachuk, as part of the consideration for the acquisition. The transaction was accounted for as the purchase of assets. The Coronus assets acquired by us consisted of a detailed business plan regarding the market for, and deployment of, utility-scale solar power systems in the State of California, as well as minimal working capital.





Under the Agreement, options to acquire 905,000 shares of our common stock held by various persons were cancelled. Of the cancelled options, Raven Kopelman, Dave Holmes, and Ken Bogas, each a member of our board of directors, returned to us for cancellation, the options to acquire 480,000, 190,000 and 190,000 shares of our common stock, respectively. Under the Agreement, Mr. Thachuk was appointed as a director and the Chairman, CEO, CFO, Secretary and Treasurer of Coronus. Mr. Burgert continues to hold office of president in Coronus. On closing, we engaged Mr. Burgert as a consultant. As consideration therefore, we issued Mr. Burgert fully vested options to acquire (i) 150,000 shares of our common stock, exercisable at $0.065 per share until April 22, 2015, and (ii) 200,000 shares of our common stock, exercisable at $0.065 per share until March 31, 2016. On closing, 9,050,000 shares of our common stock collectively owned by Messrs. Thachuk and Burgert were placed into voluntary escrow, to be released to each of them on the basis of one common share each for each $0.50 earned in revenue by us on a consolidated basis. Messrs. Thachuk and Burgert maintain full voting and dividend rights in the 9,050,000 shares that were placed into escrow.





The above discussions reflect the 2 for 1 stock split, which occurred on November 3, 2009.





Our History and Development





Our legal name and the name under which we carry on business is Coronus Solar 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. On November 3, 2009, our articles were amended again to 1) split or subdivide the shares of our common stock on the basis of two post-subdivision shares for every one share of common stock previously held, 2) remove any restrictions on the right of our shareholders to transfer shares of our common stock, and 3) change our name to “Coronus Solar Inc.” Our corporate headquarters are located in Canada, at Suite 1100 – 1200 West 73rd Avenue, Vancouver, British Columbia V6P 6G5. 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. On completion of the Coronus acquisition, we redirected our business from delivering educational courses over the Internet to the deployment and operation of utility-scale solar power systems in the State of California. We now focus all of our efforts on the business of Coronus, our wholly-owned subsidiary. Coronus is a development stage company, founded to deploy, own and operate utility-scale solar


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PV power systems in the State of California. Coronus was formed as a Delaware corporation on June 23, 2009, under the name Coronus Energy Corp. Coronus’ registered agent is Agents and Corporations, Inc. 1201 Orange Street, Suite 600, One Commerce Center, P.O. Box 511 Wilmington, Delaware 19801.




Industry





Solar power systems are renewable energy sources that rely on the sun as an energy source and do not require a fossil fuel supply. Solar power generation is virtually pollution free, capable of generating electricity without air or water emissions, noise, vibration, habitat impact or waste generation. In particular, solar power does not generate greenhouse gases that contribute to global climate change or other air pollutants, as power generation based on fossil fuel combustion does, and does not generate radioactive or other wastes as nuclear power and coal combustion do. While many of the costs of fossil fuels are well known, others (pollution related health problems, environmental degradation, the impact on national security from relying on foreign energy sources) are indirect and difficult to calculate. These are traditionally external to the pricing system, and are thus often referred to as externalities. A corrective pricing mechanism, such as a carbon tax, accounts for these externalities and leads to solar power being cheaper to the consumer than fossil fuel based energy.





Solar power provides electrical generation by means of heat engines or photovoltaics. Our business is premised on photovoltaics, which is a method for generating electric power by using solar cells to convert energy from the sun into electricity. According to GlobalData, a market research firm, the global solar PV market witnessed substantial growth in 2008 and 2009 with 11,908 MW of installed capacity coming online in these two years as compared to only 2,392 MW installed in 2007. According to GlobalData, the market is driven by market stimulation packages offered by governments across the world, which includes the U.S. government. In the U.S., the growth momentum of the solar PV market has been largely facilitated by the support mechanisms provided by the federal and state governments. The U.S. federal government has provided funding of $3.1 billion to the states, as part of its economic stimulus package, to encourage PV installations and expand solar PV support programs. This is part of the country’s plan to encourage the growth of renewables in the energy portfolio. The U.S. government has extended the production tax credit and investment tax credit parts of the stimulus plan for solar PV development. California, the leading solar PV market in the U.S., was the first to initiate the feed-in tariff system in the country. These support mechanisms combined with other policies and incentives are expected to open up high-growth markets for solar PV. According to GlobalData, in this backdrop, the U.S. market for solar PV is expected to rise to 10,885 MW by 2015 at a compound annual growth rate of 39% during 2009-2015.





According to GlobalData, U.S. grid-connected PV installations are mainly concentrated in a few states, with the state of California (757 MW) alone accounting for close to 66% of the country’s total cumulative installed solar PV capacity. The other major states with high cumulative installed capacity are New Jersey (101 MW), Colorado (52 MW), Nevada (49 MW), Arizona (36 MW), New York (32 MW) and Hawaii (20 MW).





According to the California Energy Commission’s Energy Almanac, in 2008, 13.5% of the state’s electricity came from renewable sources. Of this, despite the solar PV market’s rapid growth over the past few years, solar power (which includes both solar PV and solar thermal) supplied only 0.24% of California’s total energy supply in 2008.





Photovoltaic Systems





Photovoltaics is a method for generating electric power by using solar cells to convert energy from the sun into electricity. Some materials, known as semiconductors, exhibit a property known as the photoelectric effect that causes them to absorb photons of light and release electrons. When these free electrons are captured, an electric current results that can be used as electricity.








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Crystalline silicon-based technologies and thin-film technologies are the two primary technologies currently used in the solar power industry. Most solar PV modules in the market today are of the crystalline silicon-based type, with roughly 82 percent market share worldwide. These modules are made of the semiconductor material silicon and have a top and bottom electrical contact to move the electricity out of the solar cell. Solar modules usually consist of individual solar cells connected together, an encapsulant to protect against moisture and other environmental factors, and a sheet of glass for support. The individual solar cells do not require ongoing maintenance and have proven to last over 20 years. New and emerging thin film modules use very thin layers of semiconductor material, typically deposited on glass substrates, where the individual cells are connected through a monolithically integrated process during the deposition steps instead of assembled as individual cells. Solar PV systems are arrangements of solar PV modules connected to determine the total power output of the system. Energy is converted into direct-current, or DC, electricity when sunlight hits a solar PV module. In grid-tied applications, an inverter is used to convert the DC electricity from the solar PV system into alternating current, or AC electricity, which is interconnected directly to the electric utility grid. In addition, solar PV systems usually have mounting structures, cable cords to route the power, and circuit protection.





To calculate the manufacturing cost per watt of a solar PV module, the cost to produce a solar module is divided by the number of sellable watts produced by the solar PV module. The efficiency of the solar PV module in converting sunlight into electricity determines the number of sellable watts. Efficiency is usually a function of the semiconductor material used in the conversion layer, the device structure and the manufacturing process. Crystalline silicon modules generally have higher conversion efficiencies than thin film solar modules but use approximately 100 times more semiconductor material and are more expensive than thin film production processes. Thin film solar modules manufactured at commercial scale can have a lower manufacturing cost per watt than crystalline silicon solar modules, even though crystalline silicon solar modules have higher conversion efficiencies. Solar PV module manufacturers price and sell solar PV modules per watt of rated power. Purchasers of solar PV modules consider not only the rated power but the cost of that electricity. Solar PV modules are usually 50 percent of the cost of a total solar PV system and have a general use life of approximately 25 years. The other 50 percent of the cost consists of the mounting structures, equipment and electrical components, known as the balance of system. In calculating the cost per kilowatt hour of solar electricity, many customers also consider the time value of the capital required to purchase and install the system.





The solar PV industry uses a widely accepted set of standard procedures and conditions known as Standard Test Conditions, to measure and compare the performance of solar modules. These conditions specify a standard temperature, solar irradiance level and angle of the sun, and are used to determine the rated power and conversion efficiency of a solar module. Solar PV systems generally operate outside of Standard Test Conditions. The location and design of a PV system, time of day and year, temperature and angle of the sun impact the performance of a solar PV system, including conversion efficiency. Silicon-based PV modules demonstrated average conversion efficiencies of approximately 14 percent in 2006; whereas, thin film PV modules in commercial production demonstrated average conversion efficiencies that ranged from 6 percent to 10 percent. In terms of formal ratings, a typical thin film PV panel delivers 5.0 watts of DC current in full sun per square foot of photovoltaic surface, compared to a high-efficiency silicon-based PV panel that delivers 15.0 watts per square foot. Silicon-based PV has a higher efficiency when pointed directly at full sun, but thin film PV is able to capture sunlight more efficiently in overcast conditions and in conditions where the sun isn’t striking the collector as directly, such as early morning and late afternoon. For these reasons – thin film collectors, in terms of kilowatt-hours produced per day per “name plate” watt output – are about 20 percent more efficient than silicon PV modules. Thin film is also more efficient than silicon modules in turning DC current into usable AC power – about 10 percent more of the DC current that goes into the inverter from thin film photovoltaics turns into AC power when compared to typical silicon-based photovoltaics.





Per watt installation and annualized operating costs for a solar power plant have realized reductions over the last several years. The main driver for these reductions has been reductions in the price of solar modules, as well as advancements in panel assembly, installation techniques, and operating systems that together have helped to reduce material and labor costs. Nonetheless, government tax incentives and other support for solar electricity generation, such as renewable portfolio standards and feed-in tariffs, continue to be key to the adoption of solar power systems. In the U.S., tax incentive programs exist at both the federal and state level and can provide


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investment tax credits, accelerated depreciation and property tax exemptions for operators. Government mandated renewable portfolio standards are typically regionally or state based and direct regulated power utilities to supply a portion of their total electricity in the form of renewable electricity sources. Some programs further specify that a portion of the renewable energy quota must be from solar electricity, while others provide no specific technology requirement for renewable electricity generation. Government mandated feed-in tariffs require that regulated utilities are required to pay for renewable electricity generated by end-users and delivered into the electrical power grid.





Regulations and policies relating to electricity pricing and interconnection also encourage distributive generation with photovoltaic systems. Photovoltaic systems generate most of their electricity during the afternoon hours when the demand for and cost of electricity is highest. As a result, electricity generated by photovoltaic systems mainly competes with expensive peak hour electricity, rather than the less expensive average price of electricity. Modifications to the peak hour pricing policies of utilities, such as to a flat rate, would require photovoltaic systems to achieve lower prices in order to compete with the price of electricity. In addition, interconnection policies often enable the owner of a photovoltaic system to feed solar electricity into the power grid without interconnection costs or standby fees.





Due to rapid industry-wide silicon production capacity expansion since 2008, the solar power industry is experiencing an oversupply of high-purity silicon, resulting in falling silicon prices. Increases in polysilicon production and an oversupply of solar cells and modules have resulted in substantial downward pressure on prices throughout the value chain. In June 2009, SolarBuzz reported in its Retail Price Survey, the lowest retail prices for a silicon mono-crystalline module and a silicon multi-crystalline module were $2.80 per watt and $2.48 per watt respectively. In the same survey, SolarBuzz reported the lowest retail price for a thin film module was $1.76 per watt. In June 2011, SolarBuzz reported in its Retail Price Survey, the lowest retail prices for a silicon mono-crystalline module and a silicon multi-crystalline module were $1.80 per watt and $1.74 per watt respectively. In the same survey, SolarBuzz reported the lowest retail price for a thin film module was $1.37 per watt. Solar module price is the key element in the total price of an installed solar PV system, as, traditionally, the module cost represents roughly 50 percent of the total installed cost of the system.





California Energy Market





Size & Makeup





California is the eighth largest economy in the world, according to the State’s Legislative Analyst’s Office. To meet the needs of its growing population, California’s economy depends upon affordable, reliable, and environmentally sound supplies of electricity, natural gas, and transportation fuels. Fueled by population growth, the demand for electricity in California is increasing. At the same time, the mandate to decrease greenhouse gas emissions is ever present. According to the California Energy Commission (the “Energy Commission”), in 2007, California produced 69.5% of the electricity it uses; the rest is imported from the Pacific Northwest (8.2%) and the U.S. desert southwest (22.3%). Natural gas is the main source for electricity at 45.2% of the total system power. According to the Energy Commission, in 2005, Californians spent $31 billion for their electricity.





The Energy Commission projects per capita electricity consumption to remain relatively constant over the next decade at just above 7,500 kilowatt hours (kWh) per person. Per capita consumption has been relatively constant over the past 15 years, fluctuating between 7,200 and 7,800 kWh per person, depending on economic and annual temperature conditions. However, the Energy Commission forecasts growth in statewide annual electricity consumption over the next decade of 3% annually. Population growth is the driving force behind this growth.





Electricity Prices





The nominal price Californians pay for electricity has steadily risen over the past 30 years. According to the Energy Commission, the nominal, average retail electricity prices, charged by investor-owned utilities and municipal utilities, from 1982 to 2008, have grown 2.1% annually. The Energy Commission forecasts the nominal


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price of electricity will continue to rise. According to them, the weighted average price, over the next six years, calculated from the retail electricity price forecasts of three investor-owned utilities and thirteen publicly-owned utilities, will increase by 1.5% annually.





Renewables Portfolio Standard (RPS)





A renewables portfolio standard (RPS) is a regulation that requires the increased production of energy from renewable energy sources, such as wind, solar, biomass, and geothermal. The policy ensures that a minimum amount of renewable energy is included in the portfolio mix of electricity resources serving a state or country, and – by increasing the required amount over time – the RPS can put the electricity industry on a path toward increasing sustainability. RPS-type mechanisms have been adopted in several countries, including Britain, Italy, Poland, Sweden, Belgium, and Chile, as well as in 30 U.S. states and the District of Columbia. Regulations vary from state to state, and there is no federal policy. Together these 30 U.S. states and the District of Columbia account for more than half of the electricity sales in the U.S. (source: U.S. Department of Energy). Of all the state-based RPS programs in place today, no two are the same. Each has been designed taking into account state-specific policy objectives (e.g. economic growth, diversity of energy supply, environmental concerns), local resource endowment, and the capacity to expand renewable energy production.





Established in 2002 under Senate Bill 1078 and accelerated in 2006 under Senate Bill 107, California’s Renewables Portfolio Standard (RPS) is one of the most ambitious renewable energy standards in the United States. Under California’s RPS statutes, retail sellers of electricity in California are required to increase the amount of renewable energy they procure each year by at least 1 percent until 20 percent of their retail sales are served with renewable energy by December 31, 2010. On November 17, 2008, Governor Arnold Schwarzenegger signed executive order S-14-08 which mandated a RPS of 33% by 2020, which sits in addition to the 20% by 2010 order. According to the California Public Utilities Commission (CPUC), California’s three large Investor Owned Utilities (IOUs) – Pacific Gas and Electric (PG&E), Southern California Edison (SCE) and San Diego Gas and Electric (SDG&E) – collectively served 18% of their 2010 retail electricity sales with renewable power.





The California Energy Commission (the “Energy Commission”) and the California Public Utilities Commission (CPUC) work collaboratively to implement the RPS, with each agency assigned specific roles. The Energy Commission’s roles are to 1) certify eligible renewable resources that meet certain criteria and 2) design and implement a tracking and verification system to ensure that renewable energy output is counted only once for the purpose of the RPS. The CPUC’s roles are to 1) determine annual procurement targets and enforce compliance, 2) review and approve each IOU’s renewable energy procurement plan, 3) review IOU contracts for RPS-eligible energy, 4) establish the standard terms and conditions used by IOUs in their contracts for eligible renewable energy, and 5) calculate market price referents (MPRs) for non-renewable energy that serve as benchmarks for the price of renewable energy.





Procurement from a renewable facility cannot be counted towards a load serving entity’s RPS obligation unless that facility has been certified as RPS-eligible by the Energy Commission. In general, a facility is eligible if it uses an eligible renewable resource or fuel, satisfies resource-specific criteria, and is either located within the state or satisfies applicable requirements for out-of-state facilities. Solar photovoltaic (PV) is an eligible renewable resource, with no resource-specific criteria. Accordingly, because our plan is to locate our facilities within the state, our facilities will be RPS eligible. Further, in terms of delivery, according to the Energy Commission, PV facilities delivering electricity to the grid are relatively straightforward to integrate into RPS implementation because the generation can be readily measured and procured, with standard metering.





Facilities seeking certification must submit a completed application, along with any necessary supporting documentation, to the Energy Commission. Provisional or “pre-certification” as an eligible renewable resource is available for applicants whose facilities are not yet on-line. Applicants seeking pre-certification must submit all required supplemental information, to the extent that information is available. If the additional required information is not available at the time of pre-certification because of the facility’s stage of development, then the applicant must explain this in its application and identify the missing information and the date(s) when the information is


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expected to be available. Facilities that are pre-certified must submit a complete and updated certification application with all additional required information and be certified as RPS-eligible before any of its generation may be counted toward satisfying a retail seller’s RPS procurement requirements.





The Energy Commission expects to review and process applications for certification and pre-certification within 10 business days of their receipt. Certification remains in effect for the life of the facility.





Feed-In Tariff for Small Generators





On February 14, 2008, by adopting Resolution E-4137, the CPUC made new feed-in tariffs available for the purchase of up to 500 MW, as amended by Senate Bill 380, of renewable generating capacity from small generating facilities throughout California. The feed-in tariffs present a simple mechanism for small renewable generators to sell power to a utility at predefined terms and conditions, without contract negotiations. The government regulates the tariff rate. Under the feed-in tariff, utilities are obligated to buy renewable energy from producers, and the feed-in tariff sets the price which these utilities pay per unit of electricity. The feed-in tariffs provide a 10, 15, or 20-year fixed-price, non-negotiable contract to participating small renewable generators, sized up to 1.5 megawatts (MW). The rate paid by the utility is fixed at the time the power purchase contract is signed with no escalation over the 10, 15 or 20 year contract period. Accordingly, although fixing the price at the onset provides certainty, it doesn’t provide for adjustments to offset rising maintenance and operating expenses, over the course of the contract, due to inflation. Customers can sell renewable power under the feed-in tariff terms to Southern California Edison (SCE), Pacific Gas and Electric Company (PG&E), San Diego Gas and Electric Company (SDG&E), PacifiCorp, Sierra Pacific Power Company, Bear Valley Electric Service Division of Golden State Water Company, and Mountain Utilities. Any customer may sell to SCE, PG&E, or SDG&E, but the feed-in tariffs are limited to water and waste water customers in the other three utilities. Accordingly, under this program, we will be confined to the territories of SCE, PG&E and SDG&E, the three largest investor-owned utilities in California.





To qualify for the feed-in tariffs, the electric generation facility must be an eligible renewable energy resource. All renewable generation technologies, including solar, wind, geothermal, biomass, biogas, small hydro and fuel cells that use renewable fuels, are eligible. The tariffs are intended for smaller installations, up to 1.5 MW in size, where the host is a retail customer of the utility, interconnected and operated in parallel with the utility’s transmission and distribution system. The tariffs must be made available until the combined statewide cumulative rated capacity of eligible generation installed reaches500 MW. SCE’s allocated share of the 500 MW statewide cap is 247.690 MW. Service under the feed-in tariff is on a first-come-first-served basis and will be closed to new customers once the total rated generating capacity of eligible facilities within SCE’s service territory reaches 247.690 MW. Once SCE reaches its allocated share of the statewide cap, it will keep a wait list of projects to backfill projects that are withdrawn or terminated.





California Public Utilities Commission proceedings are underway to implement Senate Bill 32 ("SB 32"), which amends the existing feed-in tariff by increasing the statewide cap to 750 MW. Additionally, under SB 32, the fixed price set by the California Public Utilities Commission can now include the value of avoiding environmental impacts, such as greenhouse gas emissions. The price may also include the value of “locational benefits” which can mean several things, depending on how the California Public Utilities Commission interprets the bill. At a minimum, we believe this will include the extra value of energy produced on distribution circuits that need help with peak demand. Lastly, projects can be up to 3 MW in size, as opposed to a maximum of 1.5 MW in size. Under the existing feed-in tariff, SCE's allocated share of the statewide cap is based upon the ratio of SCE's peak demand to total statewide peak demand of all electrical corporations, which equals 0.495. These same metrics are adopted under SB 32. Accordingly, we estimate SCE's share of the statewide cap of 750 MW will be approximately 372 MW.





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As of February 16, 2011, under the feed-in tariff, SCE had 1.9 MW of project bandwidth executed and 212.2 MW of project bandwidth in its interconnection queue. Projects are phased through the queue as follows: application, system impact study, facilities study, interconnection agreement. The feasibility of projects are evaluated at each phase. There is no assurance projects in the queue will result in interconnection agreements. At the date of this report, under the feed-in tariff, we have 12 MW of projects in SCE's interconnection queue. Of this, 9 MW of projects are at the application phase and 3 MW of projects are at the combined system impact/ facilities studies phase. There is no assurance our projects will result in interconnection agreements. Further, there is no assurance we will be able to deploy 21 MW of projects under the feed-in tariff before the feed-in tariff is fully subscribed. By not acting quickly enough, and by not pursuing feasible projects, we may miss the feed-in tariff allotments. Lastly, SB 32 is not yet implemented. Accordingly, there is no assurance SB 32 will be implemented and the statewide cap, under the feed-in tariff, increased to 750 MW.





In respect of interconnection, under the feed-in tariff, participants must follow the FERC-approved generator interconnection procedures if interconnecting to the transmission grid, or Commission-approved Rule 21 if interconnecting to the distribution grid.





Feed-In Tariff Rates





The rate sellers receive for their eligible renewable generation sold onto the grid is the market price as determined by the Energy Commission. Each year, the Energy Commission updates the Market Price Referent (MPR) for use in the 10, 15, and 20 year long-term contracts. The MPR is the basis for the tariff rate. The MPR, a per kilowatt-hour price, is the predicted annual average cost of production for a combined-cycle, natural gas fired, baseload proxy plant. Further, the tariff is time differentiated. Energy produced during utility peak hours commands a higher price, reflecting the higher cost of generation during those hours. Conversely, energy produced during off-peak hours is less valuable to the utility and the tariff varies accordingly. Using Time of Delivery (TOD) adjustment factors results in annual payments under the feed-in tariff program that better match with the MPR.





Marketing Strategy





Must-Take Contracts





Our strategy is to enter into must-take contracts (power purchase agreements) with investor-owned utilities, under the feed-in tariff for small generators. Our plan is to deploy 1.5 MW solar PV power systems, the maximum effective capacity of a participating facility under the current feed-in tariff. Under the feed-in tariff, the large, investor owned utility is obligated by law to buy, without contract negotiations, the renewable energy we produce, at predefined rates, and under predefined terms and conditions. The feed-in tariff program exempts us from competitive solicitations. Under the feed-in tariff, we are not precluded from participating more than once. Accordingly, our plan is to enter into multiple power purchase agreements, in respect of multiple 1.5 MW systems.





Southern California Edison





To calculate the actual price paid for eligible renewable power under the feed-in tariff, the metered energy production at the point of interconnection is multiplied by the applicable Market Price Referent and then by the applicable Time of Delivery (TOD) adjustment factor. The TOD adjustment factors are different for each utility. The two utilities relevant to Coronus are Southern California Edison (SCE) and Pacific Gas and Electric (PG&E). Based on a comparative analysis, reflecting the different TOD adjustment factors, under the feed-in tariff, we estimate SCE pays 15% more than PG&E for power generated by a solar PV system. Accordingly, our strategy is to locate our solar PV systems within the territory of SCE. SCE serves more than 13 million people in a 50,000 square-mile area of central, coastal and southern California, excluding the City of Los Angeles and certain other cities. Based in Rosemead, California, the utility has been providing electric service in the region for more than 120 years. SCE’s service territory includes more than 180 cities.





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SCE administers its share of the feed-in tariff program under the name “Schedule CREST”. Service under Schedule CREST is on a first-come-first-served basis and will be closed to new customers once the total rated generating capacity of eligible renewable generating facilities within SCE’s service territory reaches 247.690 MW, which is SCE’s allocated share of the 500 MW statewide cap. Once SCE reaches its allocated share of the statewide cap, it will keep a wait list of projects to backfill projects that are withdrawn or terminated.





Our goal is to enter into the standardized, must-take, full buy/sell, Schedule CREST Power Purchase Agreements (CREST PPAs) with SCE, where SCE purchases all of our generation, net of station use. We would select a term of 20 years, as the customer may select the term. There is no regulatory approval process. The tariff and the CREST PPA were previously reviewed and approved by the California Public Utilities Commission. Once we and SCE sign a CREST PPA, it becomes effective and legally binding. To procure the CREST PPA, we require 1) a site, 2) an SCE retail account at the site, 3) engineered designs of the proposed 1.5 MW solar PV system, 4) Energy Commission pre-certification as a Renewables Portfolio Standard eligible facility, 5) an interconnection agreement with SCE, and 6) us committing to complete the construction of the plant and achieve initial operation within 18 months of the CREST PPA execution date.





Siting





Our strategy is to locate our solar PV systems within the territory of SCE. Generally, we are looking at desert sites (the Mojave and Sonoran deserts), with service, where large plots of land are available and affordable. To accommodate a 1.5 MW solar PV system, we will require a 10 acre parcel of land. We estimate a 10 acre parcel of vacant, desert land, with service, will cost $15,000 to $50,000.





Rule 21 Interconnection





Under the feed-in tariff, participants must follow the FERC-approved generator interconnection procedures if interconnecting to the transmission grid, or Commission-approved Rule 21 if interconnecting to the distribution grid. The FERC interconnection protocol currently takes eighteen months to complete and is done in clusters; whereas, the Commission-approved Rule 21 protocol takes only six to eight months, and can be done serially. Accordingly, our strategy is to site our systems where interconnection to the distribution grid is possible, thereby enabling us to benefit from the timelier, Commission-approved, Rule 21 protocol.





Growth





Under the feed-in tariff, we are not precluded from participating more than once. Accordingly, our plan is to enter into multiple power purchase agreements.





Competition





The solar energy and renewable energy industries are both highly competitive and continually evolving as participants strive to distinguish themselves within their markets and compete within the larger electric power industry. Within the renewable energy industry, we compete with other renewable energy technologies including hydro, wind, geothermal, bio-mass and tidal. Additionally, solar power competes with conventional fossil fuels. We believe solar power has certain advantages when compared to these other power generating technologies and offers a stable power price compared to utility network power, which typically increases as fossil fuel prices increase. In addition, solar power systems do not produce air, water and noise emissions. The current high up-front cost of solar relative to utility network power, however, is the primary market barrier for on-grid applications.





In the large scale, on-grid solar power systems market, we face direct competition from companies that develop, own and operate solar power plants or sell turnkey solar power plants to end-users, such as utilities. In the context of our business plans, and our desire to capitalize on California’s feed-in tariff for small generators, we face direct competition from electric generation facilities that are eligible for and pursue the feed-in tariffs. To be eligible, the facility must utilize an eligible renewable generation technology, which includes solar, wind,


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geothermal, biomass, biogas, small hydro and fuel cells that use renewable fuels. Additionally, the facility must restrict the size of its installation to 1.5 MW. In the context of the feed-in tariff, we intend to compete primarily on the basis of speed, arriving prior to the exhaustion of the program’s capacity, by way of allotments.





Many of our competitors are larger, have greater financial resources, longer operating histories, and greater brand name recognition, than we do. In addition, many of our competitors may have well-established relationships with key utilities. It is possible that new competitors or alliances among existing competitors could emerge and rapidly acquire significant market share, which would harm our business. If we fail to compete successfully, our business would suffer and we may be unable to gain market share.





Physical Plant





Design and Deployment





On March 31, 2011, we and Coronus entered into a purchase agreement for utility-scale, ground-mount, solar PV power systems (the “Solar Power Systems Agreement”) with Belectric. Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of solar PV systems from Belectric. Coronus has until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus is to provide the sites for the systems, pay for the utility interconnection requests and studies, and obtain the power purchase agreements and land use permits. Additionally, Coronus is to provide Belectric with satisfactory proof of secured financing, on a per project basis, prior to the commencement of construction of each of the systems. Under the Solar Power Systems Agreement, Belectric is to provide all services necessary for delivery to Coronus of turnkey, operation ready, solar PV systems, and for connection of the systems to the utilities’ grids. Belectric agrees to design the systems to optimize revenue, with emphasis placed on the utilities’ time of delivery periods and factors. Additionally, Belectric shall be responsible for managing the operation of the solar PV systems, throughout the duration of the power purchase agreement underlying each system, and will receive, for the services to be provided, remuneration in the amount of USD $25 per kWp (DC rated output) per year.





With “Belectric” subsidiaries in 15 countries, Belectric International designs, manufactures and constructs utility-scale, solar PV systems worldwide. According to IMS Research’s 2010 Global PV System Integrator Rankings, Belectric International was the global leader in 2010, developing more than 300 MW of solar PV systems worldwide.





We intend to maintain property insurance policies to cover our PV systems against losses due to fire, floods and other natural disasters.





Financial Analysis





Installed, we forecast a 1.5 MW_ac solar PV system will cost $5.5 million, inclusive of taxes, and over the course of 20 years, we estimate the system would generate $8.8 million in tariffs. We base our cost forecast on the pricing we negotiated, adjusted to reflect the fair value of the payment shares we issued on entering into the agreement, with Belectric, under the Solar Power Systems Agreement. We calculate our estimated tariffs using PVSYST, modeling software for the study, sizing, simulation and data analysis of solar PV systems. Using NREL meteorological data for Twentynine Palms, California, and system design inputs based on First Solar modules and the Belectric design, we generate a monthly/hourly production forecast. We then apply to this production forecast the Market Price Referent for a power purchase agreement entered into in 2011, with a commercial operation date of 2012, adjusted to factor in SCE’s Time of Delivery factors, to arrive at our revenue forecast. This estimate includes an allowance for revenue erosion, as a consequence of equipment degradation, equal to 0.7% per year. Ground-mounted, fixed-tilt systems, such as those we intend to deploy, contain no moving parts, and as a consequence, maintenance and operating costs are kept to a minimum. Over the course of 20 years, adjusted for inflation, at a compounded annual inflation rate of 2.79%, we forecast the expenses for a 1.5 MW_ac system, comprised of maintenance and operating costs, property tax, general administration and insurance, to be $1.4 million.


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Employees & Consultants





On completion of the acquisition of Coronus, Jeff Thachuk, our president, principal executive officer, secretary, treasurer, principal financial officer, principal accounting officer, and a member of our board of directors, was appointed as a director and the chairman, chief executive officer, chief financial officer, secretary and treasurer of Coronus, with Mark Burgert, the founder of Coronus, continuing to hold office of president in Coronus. On completion of the acquisition, we engaged Mr. Burgert as a consultant. As consideration therefore, we issued Mr. Burgert the options to acquire (i) 150,000 shares of our common stock, exercisable at $0.065 per share until April 22, 2015, and (ii) 200,000 shares of our common stock, exercisable at $0.065 per share until March 31, 2016.





We are developing our solar business through Coronus, as a wholly-owned subsidiary. As of the date of this annual report, we have two persons actively engaged in the business of Coronus: Mr. Thachuk and Mr. Burgert. Mr. Thachuk is jointly responsible for business development, strategy and direction, as well as solely responsible for operations and administration. Mr. Burgert is jointly responsible for business development, strategy and direction. Since 1993, Mr. Burgert has accumulated, is the sole owner of, and managed a revenue real estate portfolio comprised of eight properties, giving rise to 19 separate rental units, located in Vancouver and Powell River, British Columbia. Mr. Thachuk devotes 40 hours per week towards the management of Coronus. Mr. Burgert devotes roughly 20 hours per week.





Offices





Our executive office is located at Suite 1100 – 1200 West 73rd Avenue, Vancouver, British Columbia, Canada V6P 6G5. We lease our office, month-to-month. We pay CAD$350 per month for the office, which includes the services of a shared receptionist, and a further CAD$55 per month for Internet and CAD$60 for a dedicated phone. On top of this, we are billed for photocopies, long distance phone/fax, and postage for outgoing mail, if and when we use these services.





ITEM 1A.                   RISK FACTORS.





Risks Related to Our Business





We need to raise significant capital in order to grow our business and fund our operations, as planned, which may not be available on acceptable terms or at all.





Our currently available capital resources and cash flows from operations are insufficient to meet our working capital and capital expenditure requirements. We need to raise significant capital to fund our plans, which includes the acquisition of private lands, and the funding of the solar PV power systems under the Solar Power Systems Agreement. Further, we will need operating capital until our solar PV power systems are online. Our cash requirements will depend on numerous factors, including, but not limited to, whether we’re able to procure the feed-in tariff power purchase agreements, and if so, whether we enter into multiple agreements, the size of the solar PV systems underlying the agreements, the costs of the private lands, and the needs of our general working capital. If adequate capital does not become available when needed on acceptable terms, or at all, our ability to fund our operations, and implement our plans will be hampered, resulting in our business, operating results, and/or financial condition being materially adversely affected.





Our ability to raise capital is hampered by adverse changes in general economic market conditions.





The U.S. economy is currently undergoing turmoil, amid stock market volatility, difficulties in the financial services sector, tightening of the credit markets, softness in the housing markets, concerns of inflation and deflation, reduced corporate profits and capital spending, reduced consumer spending, and continuing economic uncertainties. This turmoil and the uncertainty about future economic conditions could negatively impact our ability to obtain debt or equity financing of our operations. The cost and availability of credit has been and may continue to be adversely affected as concerns about the stability of the markets generally and the strength of counterparties


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specifically has led many lenders and institutional investors to reduce, and in some cases, cease, to provide funding to borrowers. If these market and economic conditions continue, they may limit our ability to access the capital markets to meet liquidity and capital expenditure requirements. We cannot predict the timing, strength or duration of this global economic downturn.





Our ability to obtain market share and revenues depends on our ability to successfully procure power purchase agreements from investor-owned utilities.





Our plan is to procure power purchase agreements from investor-owned utilities under California’s feed-in tariff program for small generators. Although the feed-in tariffs present a mechanism for small renewable generators to sell power to a utility at predefined terms and conditions, without contract negotiations, the utility stipulates, as a special condition, that the facility be strategically located and interconnected to the electric transmission system in a manner that optimizes the deliverability of electricity generated at the facility to load centers. Although we believe we will be able to satisfy this special condition, there is no assurance we will. Failure to do so will result in our inability to procure the power purchase agreements, which would materially and adversely affect our business, operating results, and/or financial condition.





We face competition from other companies applying for the feed-in tariffs under California’s feed-in tariff program for small generators.





Under the feed-in tariff program for small generators, SCE’s allocated share of the 500 MW statewide cap is 247.690 MW. Although the individual allotments are restricted to facilities of 1.5 MW in size or smaller, eligible facilities extend beyond solar PV and include all competing renewable generation technologies, such as wind, geothermal, biomass, biogas, small hydro and fuel cells that use renewable fuels. Service under the program is on a first-come-first-served basis and will be closed to new customers once SCE reaches its allocated share of the statewide cap. If we fail to compete effectively, by not acting quickly enough, we may miss the allotments. If we fail to obtain service under the program, we may be unable to increase our market share and revenues, which would materially and adversely affect our business, operating results, and/or financial condition.





We are dependent upon one solar PV systems integrator for systems installation.





Under the Solar Power Systems Agreement with Belectric, Belectric is to provide all services necessary for delivery to Coronus of 21 MW of turnkey, operation ready, solar PV systems, and for connection of the systems to the utilities’ grids. Accordingly, we are dependent on Belectric to deploy our systems. Delays or failures in delivery, shortages caused by inadequate production capacity or unavailability, financial failure, or otherwise, experienced by Belectric, would adversely affect or limit the implementation of our plans, which would materially and adversely affect our business, operating results, and/or financial condition. If we would be required to locate and contract with a substitute solar PV systems integrator, we may have difficulty identifying a substitute in a timely manner and on commercially reasonable terms. If this were to occur, our business would be harmed.





We have a limited  operating history and expect to incur losses into the future.





As a development stage company, we have a limited operating history upon which an evaluation of our future success or failure can be made. To achieve and maintain profitability and positive cash flow we are dependent upon our ability to generate revenues and our ability to generate a profit. If we are unable to raise sufficient capital to fund our plans and/or unable to procure power purchase agreements under California’s feed-in tariff program for small generators, we may have to suspend or cease operations.





The success of our business depends on the continuing contributions of Jefferson Thachuk and Mark Burgert.





We rely heavily on the services of Jefferson Thachuk and Mark Burgert. Loss of the services of Mr. Thachuk and/or Mr. Burgert would adversely impact our operations. We do not carry key person life insurance on any of our senior management or other key personnel.


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Risks Relating to Our Industry





Existing regulations, and changes to such regulations, may present technical, regulatory and economic barriers to the installation of our solar PV power systems, which have a material adverse affect on our business and results of operations.





Installation of solar PV power systems are subject to oversight and regulation in accordance with national and local ordinances, building codes, zoning, environmental protection regulation, utility interconnection requirements for metering and other rules and regulations. We rely on Belectric to design systems that agree to these standards. Certain cities may have ordinances that prevent or increase the cost of installation of solar PV power systems. In addition, new government regulations or utility policies pertaining to solar PV power systems are unpredictable and may result in significant additional expenses or delays and, as a result, could cause a significant adverse impact on our operations.





Reduced growth in or the reduction, elimination or expiration of government subsidies, economic incentives and other support for on-grid solar electricity applications could impede or frustrate the implementation of our plans, materially and adversely affecting our business, financial condition and results of operations.





Reduced growth in or the reduction, elimination or expiration of government subsidies, economic incentives and other support for on-grid solar electricity may result in the diminished competitiveness of solar energy relative to conventional and non-solar renewable sources of energy, and could materially and adversely affect the growth of the solar energy industry. We believe that the near-term growth of the market for on-grid applications, where solar energy is used to supplement the electricity a consumer purchases from the utility network, depends significantly on the availability and size of government subsidies and economic incentives. Federal, state and local governmental bodies in many countries, most notably Germany, Italy, Spain, France, Greece, Portugal, South Korea, Japan, Canada and the United States, have provided subsidies in the form of feed-in tariffs, rebates, tax incentives and other incentives to end-users, distributors, systems integrators and manufacturers of photovoltaic products. Many of these government incentives expire, phase out over time or require renewal by the applicable authority.





Electric utility companies or generators of electricity from fossil fuels or other renewable energy sources could also lobby for a change in the relevant legislation in their markets to protect their revenue streams.





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.





Vidal


On August 25, 2010, Coronus entered into a Vacant Land Purchase Agreement (the “Vidal Agreement”) to acquire a 280 acre parcel of vacant land, situated in Vidal, County of San Bernardino, California, from Paul R Marshall Trust. The total purchase price was $240,000. A deposit of $1,000 was paid and the balance due was payable on November 30, 2010. In return for the Company paying forfeitable fees of $11,610, the close of escrow had been extended from November 30, 2010 to June 15, 2011. On June 14, 2011, Coronus and Paul R Marshall Trust mutually cancelled the Vidal Agreement, pursuant to provision 30 of the Vidal Agreement, a liquidated damages provision, whereby the $1,000 deposit originally paid by Coronus on entering into the Vidal Agreement, less escrow and realtor fees, was released to Paul R Marshall Trust. We sought the cancellation because we lacked the funds to pay the contractual balance due. The Vidal Agreement and the Vidal Agreement Cancellation Instructions are incorporated by reference as Exhibits 10.10 and 10.21, respectively, of this annual report.





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Twentynine Palms East





On August 28, 2010, Coronus entered into a Vacant Land Purchase Agreement (“the “Twentynine Palms East Agreement”) to acquire a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright. The purchase price of $32,000, all cash, was paid on January 24, 2011. Accordingly, Coronus owns this parcel. At this point in time, we have opted not to pursue interconnection agreements for solar PV power systems sited on this parcel. Based on the feedback we received from SCE’s distribution engineers, the anticipated network upgrade costs to accommodate the systems are currently prohibitive. The Twentynine Palms East Agreement is incorporated by reference as Exhibit 10.11 of this annual report.





Twentynine Palms North





On January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Twentynine Palms North Agreement”) to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, from Joshua Tree Holdings. The purchase price was $40,000. Coronus agreed to pay $8,000, with Joshua Tree Holdings agreeing to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On May 16, 2011, the transaction closed. Accordingly, Coronus owns this parcel. Based on the feedback we received from SCE’s distribution and transmission engineers, on June 16, 2011,Coronus entered into two Combined System Impact and Facility Study Agreements (the “SIS/FAS Study Agreement for Coronus 29-Palms North 1” and the “SIS/FAS Study Agreement for Coronus 29-Palms North 2”) with SCE. The SIS/FAS Study Agreements relate to Coronus’ applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems sited on this parcel. Additionally, based on the feedback we received from SCE’s distribution and transmission engineers, on May 11, 2011, Coronus submitted a third application to SCE relating to interconnection service and the CREST tariff for a third 1.5 MW solar PV power system sited on this parcel. We are presently waiting on SCE’s distribution and transmission engineers for feedback on this application. The Twentynine Palms North Agreement, and the SIS/FAS Study Agreement for Coronus 29-Palms North 1 and the SIS/FAS Study Agreement for Coronus 29-Palms North 2, are incorporated by reference as Exhibits 10.15, and 10.19 and 10.20, respectively, of this annual report.





Newberry Springs





On January 24, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Newberry Springs Agreement”) to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California, from Mike Hoch. The purchase price was $45,000. Coronus agreed to pay $8,000, with Mike Hoch agreeing to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On March 17, 2011, the transaction closed.Accordingly, Coronus owns this parcel.At this point in time, we are precluded from pursuing interconnection agreements for solar PV power systems sited on this parcel. Based on the feedback we received from SCE’s transmission engineers, the existing, regional specific, transmission infrastructure lacks the transmission capacity we would require to deploy our solar PV power systems on this parcel. Although SCE plans to upgrade this transmission infrastructure, these upgrades are not slated for completion till 2018 – 2019.The Newberry Springs Agreement is incorporated by reference as Exhibit 10.16 of this annual report.





Joshua Tree East





On May 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”) to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, from Sal, Alfred and Frances Gonzalez. The purchase price is $200,000. Close of escrow is June 30, 2011. Coronus deposited 5,000 into escrow and agrees to deposit an additional $25,000 within sufficient time to close escrow. Sal, Alfred and Frances Gonzalez agree to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. Based on the feedback we received from SCE’s distribution and transmission engineers, in respect of the applications for interconnection service for


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Coronus 29-Palms North 1and Coronus 29-Palms North 2, on May 25, 2011, Coronus submitted five application to SCE relating to interconnection service and the CREST tariff for five 1.5 MW solar PV power systems sited on this parcel. We are presently waiting on SCE’s distribution and transmission engineers for feedback on these applications.The Joshua Tree East Agreement is filed as Exhibit 10.31 of this annual report.





Solar Photovolatic Power Systems





On March 31, 2011, we and Coronus entered into a purchase agreement for utility-scale, ground-mount, solar PV power systems (the “Solar Power Systems Agreement”) with Belectric. Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, we paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of our common stock to Belectric, at a deemed price of $1.05 per share. The fair value per share at the date of issuance was $0.60. Accordingly, as at March 31, 2011, we recorded $6,584,400 under shareholders’ equity and construction in progress.





Under the Solar Power Systems Agreement, Coronus has until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus is to provide the sites for the systems, pay for the utility interconnection requests and studies, and obtain the power purchase agreements and land use permits. Additionally, Coronus is to provide Belectric with satisfactory proof of secured financing, on a per project basis, prior to the commencement of construction of each of the systems. Under the Solar Power Systems Agreement, Belectric is to provide all services necessary for delivery to Coronus of turnkey, operation ready, solar PV systems, and for connection of the systems to the utilities’ grids. There is no assurance Coronus will be able to provide Belectric with satisfactory proof of secured financing, on a per project basis. The Solar Power Systems Agreement is incorporated by reference as Exhibit 10.18 of this annual report.





ITEM 3.                      LEGAL PROCEEDINGS.





We are not presently a party to any litigation.





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”. On October 13, 2009, our shareholders approved the change of our name from InsightfulMind Learning, Inc. to Coronus Solar Inc. and the split of our common stock on the basis of 2 new shares for each 1 old share. In respect of the Bulletin Board, the name change and the 2 for 1 forward split took effect at the open of business, January 15, 2010. On this date, FINRA issued us the new symbol “CRNSF”. The figures set forth below reflect the 2 for 1 stock split.





Fiscal Year2011
High Bid
Low BidFourth Quarter: 1/1/11 to 3/31/11
$
0.60
$
0.40Third Quarter: 10/1/10 to 12/31/10
$
0.40
$
0.25Second Quarter: 7/1/10 to 9/30/10
$
0.25
$
0.10First Quarter: 4/1/10 to 6/30/10
$
0.10
$
0.10


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Fiscal Year2010
High Bid
Low BidFourth Quarter: 1/1/10 to 3/31/10
$
0.10
$
0.05Third Quarter: 10/1/09 to 12/31/09
$
0.05
$
0.05Second Quarter: 7/1/09 to 9/30/09
$
0.05
$
0.05First Quarter: 4/1/09 to 6/30/09
$
0.05
$
0.05





Holders





On June 22, 2011, we had 54 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, 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





Number of securitiesNumber of securities to
Weighted-average
remaining available forbe issued upon exercise
exercise price of
Future issuance underof outstanding options,
outstanding options,
equity compensation planswarrants and rights
warrants and rights
(excluding securitiesPlan category
(a)
(b)
in column (a)) (c)Equity compensation plans
0
0
1,962,908approved by security holders (1)Equity compensation plans not
0
0
0approved by securities holdersTotal
0
0
1,962,908





(1)
At our annual shareholders’ meeting on November 23, 2010, we proposed and the shareholders approved a 10% “rolling” stock option plan (the “Option Plan”). As of the date of this annual report, no options under the Option Plan have been granted.





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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.





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





In the past two and one-half years, solar module prices have been reduced by more than half, due to the impact of the global economic downturn, reduced silicon prices, increased polysilicon supply, and a general oversupply of solar modules on the market. Although we expect solar module prices to stay at current levels, or continue to decline, but not as drastically, a rebound in solar module prices would materially impact the viability of our business model, rendering our model nonviable.





Plan of Operation For The Next Twelve Months





Our efforts are focused on raising capital through the sale of common stock in private placements to eliminate our working capital deficiency and to position us with sufficient funds to execute on the business plan of Coronus, our wholly-owned subsidiary. Coronus is a development-stage company founded to deploy and operate utility-scale solar PV power systems in the State of California. The business plan of Coronus calls for 1) the procurement of 20-year, “must-take” power purchase agreements from Southern California Edison (SCE), under the California Public Utilities Commission’s feed-in tariff program for small generators, and 2) the development of the corresponding, utility-scale, 1.5 MW solar PV power systems.





On May 16, 2011,Coronus completed the Vacant Land Purchase Agreement (the “Twentynine Palms North Agreement”), which Coronus entered into on January 23, 2011, and which was first reported in our Form 8-K filed with the SEC on January 27, 2011. Under the Twentynine Palms North Agreement, Coronus acquired a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California. On February 22, 2011, Coronus submitted two generating facility interconnection applications to SCE in respect of two, utility-scale, 1.5 MW solar PV power systems to be sited on this parcel (“Coronus 29-Palms North 1” and “Coronus 29-Palms North 2”). SCE’s distribution and transmission engineers’ initial assessment was favorable. Accordingly, on June 16, 2011, Coronus entered into two Combined System Impact and Facility Study Agreements (the “SIS/FAS Study Agreement for Coronus 29-Palms North 1” and the “SIS/FAS Study Agreement for Coronus 29-Palms North 2”) with SCE. The SIS/FAS Study Agreements set forth the terms and conditions for SCE to perform a combined system impact and facility study to specify and estimate the cost of the equipment, engineering, procurement and construction work, including overheads, required for interconnection. The results of the SIS/FAS Study Agreements are anticipated to be completed within 90 business days.


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Interconnection agreements with SCE are premised on the results of SIS/FAS studies, provided the specified and estimated cost of the equipment, engineering, procurement and construction work, including overheads, required for interconnection, is economical. There is no assurance the results of SIS/FAS studies will be economical.





Based on the feedback we received from SCE’s distribution and transmission engineers, in respect of their initial assessment of Coronus’ generating facility interconnection applications for Coronus 29-Palms North 1 and Coronus 29-Palms North 2, on May 11, 2011, Coronus submitted a third generating facility interconnection applications to SCE in respect of a third, utility-scale, 1.5 MW solar PV power system to be sited on the same parcel (“Coronus 29-Palms North 3”). We are presently waiting on SCE’s distribution and transmission engineers for feedback on this application. Provided the feedback we obtain is favorable, our plan is to enter into a SIS/FAS Study Agreement with SCE for Coronus 29-Palms North 3.





Based on the feedback we received from SCE’s transmission engineers, in respect of their initial assessment of Coronus’ generating facility interconnection applications for Coronus 29-Palms North 1 and Coronus 29-Palms North 2, on May 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”) to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California.Close of escrow is June 30, 2011. Our plan is to close. Based on the feedback we received from SCE’s transmission engineers, in respect of their initial assessment of Coronus’ generating facility interconnection applications for Coronus 29-Palms North 1 and Coronus 29-Palms North 2, on May 25, 2011, Coronus submitted five generating facility interconnection applications to SCE in respect of five, utility-scale, 1.5 MW solar PV power systems to be sited on this parcel (“Coronus JT Cascade 1”, “Coronus JT Cascade 2”, “Coronus JT Cascade 3”, “Coronus JT Shasta 1”, and “Coronus JT Shasta 2”).We are presently waiting on SCE’s distribution and transmission engineers for feedback on these applications. Provided the feedback we obtain is favorable, our plan is to enter into SIS/FAS Study Agreements with SCE for any of Coronus JT Cascade 1, Coronus JT Cascade 2, Coronus JT Cascade 3, Coronus JT Shasta 1, and/or Coronus JT Shasta 2.





In addition to the above, we are presently evaluating further vacant lands, ranging in size between 20 and 100 acres, for purchase. Over the course of the next twelve months, our intention is to acquire further lands, and to submit generating facility interconnection applications to SCE in respect of utility-scale, 1.5 MW solar PV power systems to be sited on these lands.





Results of Operations





Fiscal Year Ended March 31, 2011 Compared to Fiscal Year Ended March 31, 2010





1.         Revenue and Operating Expenses





We achieved no revenue ($nil) for the year ended March 31, 2011 compared to $249 for the year ended March 31, 2010. The $249 in revenue for the year ended March 31, 2010 was attributable to sales of our online course, MathNote SAT®, which we discontinued on November 2, 2009, on completion of the acquisition of Coronus.





Amortization expense increased by $3,067 or 74% from $4,169 for the year ended March 31, 2010 to $7,236 for the year ended March 31, 2011. On completion of the Coronus acquisition on November 2, 2009, we acquired a business plan, with the fair value of $21,500. The business plan is amortized over its useful life of three years. In respect of the comparative year, the Company's website development was substantially completed in October 2005, and the capitalized cost related thereto was amortized over three years. Accordingly, this cost was substantially fully amortized by March 31, 2010.





Interest on shareholder loan increased by $3,816 or 76% from $4,997 for the year ended March 31, 2010 to $8,813 for year ended March 31, 2011. The reason for the increase was the result of further loans made to the Company by the shareholder, a director of the Company, over the course of the year. In the comparative year, the


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shareholder loan was non-interest bearing. Despite this, the Company charged imputed interest of 4% per annum and recorded the interest as additional paid in capital. Effective April 1, 2010, the outstanding loan principal now accrues interest at the annual rate of 4%.





Interest and bank charges expense decreased by $617 or 25% from $2,497 for the year ended March 31, 2010 to $1,880 for the year ended March 31, 2011. The reason for the decrease is we incurred no credit card service charges for online course sales for the year ended March 31, 2011.





Office and miscellaneous expense increased by $7,333 or 56% from $13,196 for the year ended March 31, 2010 to $20,529 for the year ended March 31, 2011. The principal reason for the increase was that we incurred rent expense for an office in Canada on a month-to-month basis during the current year, and incurred no such expense in the comparative year. Additionally, we incurred greater filing fees and printing and mailing fees during the year, as compared to the comparative year.





We incurred no stock based compensation expense ($nil) for the year ended March 31, 2011compared to $26,144 for the year ended March 31, 2010. We incurred the expense in the comparative year due to the stock options we granted to Mark Burgert on November 2, 2009 by engaging Mr. Burgert as a consultant, in relation to the Coronus acquisition. As consideration therefore, we issued Mr. Burgert fully vested options to acquire (i) 150,000 shares of our common stock, exercisable at $0.065 per share until April 22, 2015, and (ii) 200,000 shares of our common stock, exercisable at $0.065 per share until March 31, 2016.





Telephone and utilities expense decreased by $660 or 48% from $1,369 for the year ended March 31, 2010 to $709 for the year ended March 31, 2011. The reason for the decrease is the result of savings of roughly $50 per month in our monthly telephone expense.





We incurred no advertising and promotion expense ($nil) for the year ended March 31, 2011 compared to $1,514 for the year ended March 31, 2010. The reason for the decrease was that, in anticipation of the closing of the Coronus acquisition in early November, 2009, we suspended and ceased indefinitely all advertising of our online course in October, 2009.





We incurred $1,219 in travel expense for the year ended March 31, 2011 compared to no travel expense ($nil) for the year ended March 31, 2010. In the current year, the travel expense related to an on-site meeting with a solar PV systems integrator in California.





We incurred $12,200 in feasibility study expense for the year ended March 31, 2011 compared to no feasibility study expense ($nil) for the year ended March 31, 2010. In the current year, the feasibility study expense related to deposits Coronus paid to Southern California Edison in respect of four Rule 21 generating facility interconnection applications and two WDAT SGIP interconnection and distribution service requests.





We incurred $2,499 in foreign exchange losses for the year ended March 31, 2011 compared to no foreign exchange loss (gain) ($nil) for the year ended March 31, 2010. In the current year, the foreign exchange loss was attributable to the strong Canadian dollar, as our functional currency is the Canadian dollar.





We incurred $8,400 in write-down of land deposits for the year ended March 31, 2011 compared to no write-down of land deposits ($nil) for the year ended March 31, 2010. In the current year, as at March 31, 2011, we had paid $8,400 in land deposits in respect of one vacant land purchase agreement, the Vidal Agreement. Subsequent to our year end, the parties to the Vidal Agreement cancelled the agreement, and the land deposits Coronus made were forfeited.





We incurred no write down in website development costs expense ($nil) for the year ended March 31, 2011 compared to $3,245 for the year ended March 31, 2010. On completion of the acquisition of Coronus on November 2, 2009, we wrote off the balance of our website development costs of $3,245.


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We incurred no write-off trademark cost expense ($nil) for the year ended March 31, 2011 compared to $279 for the year ended March 31, 2010. On completion of the acquisition of Coronus on November 2, 2009, we wrote off the balance of our intangible asset of $279 (relating to the “MathNote” trademark).





We achieved no debt forgiven income ($nil) for the year ended March 31, 2011 compared to $5,225 in debt forgiven income for the year ended March 31, 2010. On August 10, 2009, the course author we used previously waived a non-interest bearing, outstanding invoice, dated March 15, 2008, in the amount of $757 and at year end March 31, 2010, a financial consultant we used previously waived an outstanding invoice, plus interest, in the amount of $4,468.





2.            Assets and Liabilities





Construction in progress was $6,586,415 at March 31, 2011 compared to no construction in progress ($nil) at March 31, 2010. On March 31, 2011, the Company and Coronus entered into a purchase agreement for utility-scale, ground-mount, solar PV power systems with Belectric, a U.S.-based solar PV systems integrator. Under the agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a deemed price of $1.05 per share. The fair value per share at the date of issuance was $0.60. As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress.





Property, plant and equipment increased by $77,883 or 25,000% from $309 at March 31, 2010 to $78,192 at March 31, 2011. The increase was due to the California vacant land Coronus purchased during the year, namely the Twentynine Palms East parcel and the Newberry Springs parcel.





Intangible asset decreased by $7,167 or 39% from $18,514 at March 31, 2010 to $11,347 at March 31, 2011. On completion of the Coronus acquisition on November 2, 2009, we acquired a business plan, with the fair value of $21,500. The business plan is amortized over its useful life of three years. The decrease reflects the amortization of the business plan over the course of the year.





Loan from a shareholder increased by $114,854 or 75% from $154,096 at March 31, 2010 to $268,950 at March 31, 2011. 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.





Note payable was $37,100 at March 31, 2011 compared to no note payable ($nil) at March 31, 2010. The note payable relates to Coronus’ Newberry Springs vacant land purchase. Under the agreement to purchase, the seller agreed to carry back $37,000 of the purchase price for two years at 6.5% per annum interest, with monthly payments of interest only. On March 17, 2011, the transaction closed. At March 31, 2011, the Company had accrued interest payable of $100.





3.            Share Capital





Share capital increased by $6,655,093 or 960% from $692,751 at March 31, 2010 to $7,347,844 at March 31, 2011. On January 21, 2011, the Company completed a non-brokered private placement, issuing 212,500 shares of common stock to eleven investors, at a price of CAD$0.40 per share, for gross proceeds of CAD$85,000. On March 31, 2011, the Company and Coronus entered into a purchase agreement for utility-scale, ground-mount, solar PV power systems with Belectric, a U.S.-based solar PV systems integrator. Under the agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a deemed price of $1.05 per share. The fair value per share at the date of issuance was $0.60.As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress.





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Fiscal Year Ended March 31, 2010 Compared to Fiscal Year Ended March 31, 2009





1.         Revenue and Operating Expenses





We achieved revenue of $249 for the year ended March 31, 2010 compared to $675 for the year ended March 31, 2009. The decrease in revenue of $426, or 63%, was the consequence of us scaling back on the advertisement of our online course MathNote SAT®, our sole source of revenue, in the quarter ended September 30, 2009, by scaling back on our search marketing campaigns, both in terms of the number of keywords we bid on and the bid price, resulting in comparatively fewer clicks and by extension fewer conversions. In the quarter ended December 31, 2010, we suspended the campaigns outright. We ceased our Yahoo Search Marketing campaign on October 2, 2009 and our Google Search Marketing campaign on October 20, 2009. Further, on completion of the Agreement on November 2, 2009, we suspended the sale of the course indefinitely. In both the current and comparative fiscal year, all sales were attributable to sales of the course, MathNote SAT®.





Amortization expense decreased by $1,654 or 28% from $5,823 for the year ended March 31, 2009 to $4,169 for the year ended March 31, 2010. The Company’s website development was substantially completed in October 2005, and the capitalized cost related thereto was amortized over three years. On completion of the Agreement on November 2, 2009, we wrote off the balance of our website development costs of $3,245 and our intangible asset of $279 (relating to the “MathNote” trademark). However, on completion of the Agreement on November 2, 2009, we acquired a business plan, the fair value of which was deemed to be $21,500. The business plan is amortized over its useful life of three years.





Interest on shareholder loan increased by $2,769 or 124% from $2,228 for the year ended March 31, 2009 to $4,997 for the year ended March 31, 2010. 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.





Interest and bank charges increased by $565 or 29% from $1,932 for the year ended March 31, 2009 to $2,497 for the year ended March 31, 2010. The principal reason for the increase was the use of the line of credit during the current fiscal year.





Office and miscellaneous increased by $8,807 or 201% from $4,389 for the year ended March 31, 2009 to $13,196 for the year ended March 31, 2010. The reason for the increase was that we incurred $9,014 in transfer agency and filing fees during the current fiscal year, and incurred no such costs in the comparative fiscal year.





Stock based compensation expense decreased by $29,036 or 53% from $55,180 for the year ended March 31, 2009 to $26,144 for the year ended March 31, 2010. The reason for the decrease was that in fiscal 2010, the Company issued fully vested stock options to acquire 350,000 shares of common stock at an exercise price of $0.065 per share; whereas in fiscal 2009, the Company’s board of directors approved to denominate the exercise price of all outstanding stock options (fully vested options to acquire a total of 1.3 million shares) in U.S. dollars, as compared to the existing denomination in Canadian dollars. To account for the redenomination, the transaction was regarded as the cancellation of the original stock options and the granting on the same day of the same number of stock options with the same terms except the exercise prices were denominated in U.S. dollars.





Advertising and promotion expense decreased by $3,109 or 67% from $4,623 for the year ended March 31, 2009 to $1,514 for the year ended March 31, 2010. The reason for the decrease was the consequence of us scaling back on the advertisement of our online course MathNote SAT®, in the quarter ended September 30, 2009, by scaling back on our search marketing campaigns, both in terms of the number of keywords we bid on and the bid price. Further, in the quarter ended December 31, 2009, we suspended the campaigns outright. We ceased our Yahoo Search Marketing campaign on October 2, 2009 and our Google Search Marketing campaign on October 20, 2009.


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Write down in website development costs was $3,245 for the year ended March 31, 2010 compared to zero ($nil) for the year ended March 31, 2009. On completion of the Agreement, we wrote off the balance of our website development costs of $3,245.





Write-off patent cost was $279 for the year ended March 31, 2010 compared to zero ($nil) for the year ended March 31, 2009. On completion of the Agreement, we wrote off the balance of our intangible asset of $279 (relating to the “MathNote” trademark).





Debt forgiven income for the year ended March 31, 2010 was $5,225 compared to zero ($nil) debt forgiven income for the year ended March 31, 2009. On August 10, 2009, the course author we used previously waived a non-interest bearing, outstanding invoice, dated March 15, 2008, in the amount of $757 and at year end March 31, 2010, a financial consultant we used previously waived an outstanding invoice, plus interest, in the amount of $4,468.





2.            Assets and Liabilities





Website development costs were zero ($nil) at March 31, 2010, as compared to $3,743 at March 31, 2009. On November 2, 2009, on completion of the Agreement, we wrote off the balance of our website development costs.





Intangible asset increased by $18,258 or 7,130% from $256 at March 31, 2009 to $18,514 at March 31, 2010. The increase reflects the $21,500 intangible asset we acquired on completion of the Agreement on November 2, 2009. The intangible asset consisted of a detailed business plan regarding the market for, and deployment of, utility-scale solar power systems in the State of California. At the same time, on completion of the Agreement, we wrote off the balance of our intangible asset relating to the “MathNote” trademark ($256 at March 31, 2009).





Accounts payable and accrued liabilities increased by $33,959 or 327% from $10,385 at March 31, 2009 to $44,344 at March 31, 2010. The increase was mainly due to legal fees billed in the fourth quarter in relation to the drafting and reporting of the Agreement.





Loan from a shareholder increased by $67,602 or 78% from $86,494 at March 31, 2009 to $154,096 at March 31, 2010. 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.





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 no revenues from our Coronus operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources.





To become profitable and competitive, we need to procure power purchase agreements from SCE, under the California Public Utilities Commission’s feed-in tariff program for small generators, obtain land use permits, and secure financing, on a per project basis, to pay Belectric, in installments, to construct the utility-scale, solar PV systems. There is no assurance that we will be able to obtain power purchase agreements or land use permits. Further, there is no assurance that we will be able to secure financing, or secure financing on acceptable terms. If financing is not available on acceptable terms, we may be unable to develop our operations.





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. Further, equity financing could result in additional dilution to existing shareholders.





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


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Our auditors have issued a going concern opinion in our consolidated financial statements for the year ended March 31, 2011. 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 27,079,086 shares of our common stock and received cash of $595,032.





We have generated no revenues from our Coronus operations. We expect to obtain capital through the sale of our common stock. There is no assurance we will procure power purchase agreements, obtain land use permits, or secure financing, on a per project basis, to pay Belectric, in installments, to construct the utility-scale, solar PV systems. Further, there is no assurance we will sell any shares of common stock. We believe that capital generated from the sale of our common stock and from shareholder loans will allow us to operate for the next twelve months. Capital raised from the sale of common stock and capital raised from shareholder loans are our only anticipated sources of additional capital.





On January 21, 2011, we conducted a non-brokered private placement, issuing 212,500 shares of our common stock to eleven investors, at a price of CAD$0.40 per share, for gross proceeds of CAD$85,000. In connection with the completion of the private placement, we paid CAD$7,500 in finder’s fees, in cash, to certain arm’s length parties. The investors were residents of British Columbia and Alberta, Canada. In respect of ten of the investors, representing 187,500 shares, the shares were issued pursuant to an exemption from applicable prospectus requirements under section 2.9 “Offering Memorandum” of National Instrument 45-106, Prospectus and Registration Exemptions. In respect of one of the investors, representing 25,000 shares, the shares were issued pursuant to an exemption from applicable prospectus requirements under section 2.5(1)(c) “Family, Friends and Business Associates” of National Instrument 45-106, Prospectus and Registration Exemptions, by reason of the investor being a parent of Jeff Thachuk, our president. Further, the shares were issued pursuant to the exemption from registration contained in Regulation S of the Securities Act of 1933, as amended, in that all of the sales of the securities took place outside the United States with non-U.S. persons.





On May 10, 2011, we conducted a non-brokered private placement, issuing 350,000 units (the “Units”), at a price of CAD$0.60 per Unit, for proceeds of CAD$210,000, to one investor. Each Unit was comprised of one share of our common stock and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further share of our common stock at an exercise price of CAD$0.75 for a period of five years. In connection with the completion of the private placement, we paid no finder’s fees. The investor was a resident of British Columbia, Canada. The Units were issued pursuant to an exemption from applicable prospectus requirements under section 2.10 “Minimum amount investment” of National Instrument 45-106, Prospectus and Registration Exemptions, by reason of the fact that the investor purchased as principal and by reason of the fact that the Units had an acquisition cost to the purchaser of not less than CAD$150,000 paid in cash at the time of the distribution. Further, the foregoing transaction was exempt from registration under the Securities Act of 1933, as amended, pursuant to Regulation S thereof in that all sales took place outside the United States with non-U.S. persons.





To develop a 1.5 MW solar power plant, we forecast the cost to be $5.5 million, inclusive of taxes. We base our cost forecast on the pricing we negotiated, adjusted to reflect the fair value of the payment shares we issued on entering into the agreement, with Belectric, under the purchase agreement for utility-scale, ground-mount, solar PV power systems (the “Solar Power Systems Agreement”). Under the Solar Power Systems Agreement, Coronus has until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus is to provide the sites for the systems, pay for the utility interconnection requests and studies, and obtain the power purchase agreements and land use permits. Additionally, Coronus is to provide Belectric with satisfactory proof of secured financing, on a per project basis, prior to the commencement of construction of each of the systems. Under the Solar Power Systems Agreement, Belectric is to provide all services necessary for delivery to Coronus of turnkey, operation ready, solar PV systems, and for connection of the systems to the utilities’ grids. There is no assurance Coronus will be able to provide Belectric with satisfactory proof of secured financing, on a per project basis.





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On August 25, 2010, Coronus entered into a Vacant Land Purchase Agreement (the “Vidal Agreement”) to acquire a 280 acre parcel of vacant land, situated in Vidal, County of San Bernardino, California, from Paul R Marshall Trust. The total purchase price was $240,000. A deposit of $1,000 was paid and the balance due was payable on November 30, 2010. In return for the Company paying forfeitable fees of $11,610, the close of escrow had been extended from November 30, 2010 to June 15, 2011. On June 14, 2011, Coronus and Paul R Marshall Trust mutually cancelled the Vidal Agreement, pursuant to provision 30 of the Vidal Agreement, a liquidated damages provision, whereby the $1,000 deposit originally paid by Coronus on entering into the Vidal Agreement, less escrow and realtor fees, was released to Paul R Marshall Trust. We sought the cancellation because we lacked the funds to pay the contractual balance due.





On August 28, 2010, Coronus entered into a Vacant Land Purchase Agreement (“the “Twentynine Palms East Agreement”) to acquire a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright. The purchase price of $32,000, all cash, was paid on January 24, 2011. Accordingly, Coronus owns this parcel.At this point in time, we have opted not to pursue interconnection agreements for solar PV power systems sited on this parcel. Based on the feedback we received from SCE’s distribution engineers, the anticipated network upgrade costs to accommodate the systems are currently prohibitive. Accordingly, we may offer this parcel for sale.





On January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Twentynine Palms North Agreement”) to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, from Joshua Tree Holdings. The purchase price was $40,000. Coronus agreed to pay $8,000, with Joshua Tree Holdings agreeing to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On May 16, 2011, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems sited on this parcel.





On January 24, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Newberry Springs Agreement”) to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California, from Mike Hoch. The purchase price was $45,000. Coronus agreed to pay $8,000, with Mike Hoch agreeing to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On March 17, 2011, the transaction closed. Accordingly, Coronus owns this parcel. At this point in time, we are precluded from pursuing interconnection agreements for solar PV power systems sited on this parcel. Based on the feedback we received from SCE’s transmission engineers, the existing, regional specific, transmission infrastructure lacks the transmission capacity we would require to deploy our solar PV power systems on this parcel. Although SCE plans to upgrade this transmission infrastructure, these upgrades are not slated for completion till 2018 – 2019. Accordingly, we may offer this parcel for sale.





On May 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”) to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, from Sal, Alfred and Frances Gonzalez. The purchase price is $200,000. Close of escrow is June 30, 2011. Coronus deposited 5,000 into escrow and agrees to deposit an additional $25,000 within sufficient time to close escrow. Sal, Alfred and Frances Gonzalez agree to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. We have the funds to close escrow and we intend to do so. At this point in time, although in the preliminary stages, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems sited on this parcel.





-27-





Under the California Public Utilities Commission’s feed-in tariff program for small generators, we are entitled to enter into multiple 1.5 MW power purchase agreements provided we deploy multiple 1.5 MW solar power systems. Further, we are entitled to deploy multiple 1.5 MW solar power systems on the same parcel, provided this works from a utility interconnection point of view. Because we estimate the cost to develop a 1.5 MW solar power plant to be $5.5 million, inclusive of taxes, we estimate the cost to develop one to three 1.5 MW solar power plants, per parcel, to be $5.5 million to $16.5 million, inclusive of taxes. We expect to obtain the capital to pay for these power plants, through the sale of our common stock and through non-recourse senior secured debt. There is no assurance, however, that we will be able to raise this capital through the sale of common stock, or through non-recourse senior secured debt.





As a consequence of shareholder loans, we were indebted to our principal executive officer, who serves also as a director, in the amount of $268,950, inclusive of interest, through March 31, 2011. As of March 31, 2010, the loans were interest free, unsecured and due on demand. Effective April 1, 2010, the aggregate loan accrues interest at the annual rate of 4%. At March 31, 2011, the Company had accrued interest payable of $9,212 on the shareholder loan. As in the past, the loan is unsecured and due on demand. Subsequent to March 31, 2011, our principal executive officer lent the Company a further CAD$8,500. This additional loan is unsecured and due on demand, and accrues interest at the annual rate of 4%. Subsequent to March 31, 2011, the Company repaid our principal executive officer CAD$50,000 of the principal amount owing, in respect of the loan.





Our principal executive officer has verbally agreed to not seek repayment of the shareholder loans 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 officer earns a salary of CAD$8,000 per month, effective June 1, 2011 (CAD$3,000 per month historically) but forgives this salary when due, and has done so for the past five 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 eliminate our working capital deficiency, or until such time as we have raised sufficient capital to fund our business plans. In addition to the above, at March 31, 2011, included in accounts payable, $1,016 was owed to our principal executive officer for an out-of-pocket expense. This amount remain payable and does not accrue interest. This amount is not reflected in the shareholder loans described above.





As of March 31, 2011, our total current assets were $10,258 and our total current liabilities were $316,515 resulting in a working capital deficiency of $295,842.





Off Balance Sheet Arrangements





We have no off balance sheet arrangements.





Critical Accounting Policies





There have been no material changes in our existing accounting policies and estimates from the disclosures included in our 2010 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.





ITEM 7A.                   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.





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.


-28-





ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.





CORONUS SOLAR INC.


Table of Contents





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



























































-29-




Independent Auditors’ Report
 
 
 To the Board of Directors and Stockholders of
 
 CORONUS SOLAR INC.
 (A development stage company)
 
 We have audited the consolidated balance sheets of Coronus Solar Inc.(“the Company”) (a development stage company)as at March 31, 2011 and 2010 and the related consolidated statements of stockholders’ equity, operations and comprehensive loss and cash flows for the years then ended and for the period cumulative from inception December 3, 2001 (inception) to March 31, 2011. 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, 2011 and 2010 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, 2011 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                                                                          MNP LLP
 
 June 23, 2011                                                                                   Chartered Accountants








F-1


-30-





CORONUS SOLAR INC.(previously known as Insightfulmind Learning, Inc.)(A Development Stage Enterprise)CONSOLIDATED BALANCE SHEETS(Expressed in US Dollars)March 31,2011


2010ASSETSCURRENTCash and cash equivalents
$
6,233


$
1,294Sales tax receivable

3,079



1,498Prepaid expenses and deposit

946



638TOTAL CURRENT ASSETS

10,258



3,430CONSTRUCTION IN PROGRESS(Note15)

6,586,415



-PROPERTY, PLANT AND EQUIPMENT(Note 7)

78,192



309INTANGIBLE ASSET(Note 8)

11,347



18,514TOTAL ASSETS
$
6,686,212


$
22,253LIABILITIESCURRENTAccounts payable and accrued liabilities  (Note 14)
$
47,565


$
44,344Loan from a shareholder (Note 9)

268,950



154,096TOTAL CURRENT LIABILITIES

316,515



198,440NOTE PAYABLE(Note 10)

37,100



-TOTAL LIABILITIES

353,615



198,440STOCKHOLDERS' DEFICIENCYSHARE CAPITAL(Note 11)Authorized:Unlimited voting common shares without par valueIssued and outstanding:26,729,086 common shares (2010: 15,542,586)

7,347,844



692,751ADDITIONAL PAID IN CAPITAL

364,542



329,122ACCUMULATED OTHER COMPREHENSIVE LOSS

(34,938
)


(23,237
)DEFICIT, accumulated during the development stage

(1,344,851
)


(1,174,823
)TOTAL STOCKHOLDERS' DEFICIENCY

6,332,597



(176,187
)TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
$
6,686,212


$
22,253CONTINGENT LIABILITIES(Note 13)GOING CONCERN(Note 2)








(See accompanying notes to the financial statements)


F-2


-31-





CORONUS SOLAR INC.(previously known as Insightfulmind Learning, Inc.)(A Development Stage Enterprise)CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS(Expressed in U.S. Dollars)Cumulative frominceptionYears ended March 31,


(December 3, 2001) to2011


2010


March 31, 2011REVENUE
$
-


$
249


$
1,751EXPENSESAmortization

7,236



4,169



45,926Consulting fee

-



-



20,928Interest on shareholder loan

8,813



4,997



18,792Interest and bank charges

1,880



2,497



12,500Office and miscellaneous

20,529



13,196



50,459Professional fees

71,123



70,105



264,987Repairs and maintenance

-



-



869Salaries and wages

35,420



33,156



382,613Stock based compensation

-



26,144



492,309Telephone and utilities

709



1,369



11,566Advertising and promotion

-



1,514



8,922Travel

1,219



-



1,219Feasibility study

12,200



-



12,200Foreign exchange loss (gain)

2,499



-



2,499Write-down of land deposits

8,400



-



8,400Write down in website development costs

-



3,245



17,390Write-off trademark cost

-



279



279170,028



160,671



1,351,858OTHER INCOMEInterest income

-



17



31Debt forgiven

-



5,225



5,225-



5,242



5,256NET LOSS FOR THE YEAR

(170,028
)


(155,180
)


(1,344,851
)CURRENCY TRANSLATION ADJUSTMENT

(11,701
)


(25,783
)


(34,938
)COMPREHENSIVE LOSS FOR THE YEAR
$
(181,729
)

$
(180,963
)

$
(1,379,789
)Basic and diluted loss per share
$
(0.01
)

$
(0.01
)Weighted average number of common sharesoutstanding - basic and diluted

15,612,823



14,359,024











(See accompanying notes to the financial statements)


F-3


-32-


CORONUS SOLAR INC.(previously known as Insightfulmind Learning, Inc.)(A Development Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)December 3, 2001 (inception) to March 31, 2011(Expressed in U.S. Dollars)ACCUMULATED
DEFICITOTHER
ACCUMULATED
TOTALADDITIONAL
COMPREHENSIVE
DURING
STOCKHOLDERS'COMMON
PAID-IN
INCOME
DEVELOPMENT
EQUITYSHARES
AMOUNT
CAPITAL
(LOSS)
STAGE
(DEFICIENCY)Stock issued for service at $0.0525 per shareon December 5, 2001
75,000
3,931
-
-
-
3,931Stock issued for cash at $0.0002 per shareon December 5, 2001, revalued at $0.0525 per share
6,750,000
353,767
-
-
-
353,767Stock issued for cash at $0.0525 per shareon December 5, 2001
300,000
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
7,125,000
373,420
6,026
(9)
(376,277)
3,160Stock issued for cash at $0.055 per shareon April 5, 2002
235,294
12,916
-
-
-
12,916Stock issued for cash at $0.0725 per shareon June 18, 2002
88,890
6,458
-
-
-
6,458Exercise of warrants at $0.055 per shareon August 15, 2002
235,294
12,916
-
-
-
12,916Stock issued for cash at $0.0725 per shareon December 16, 2002
44,444
3,229
-
-
-
3,229on January 10, 2003
44,446
3,229
-
-
-
3,229on January 21, 2003
88,890
6,458
-
-
-
6,458on March 7, 2003
205,690
14,944
-
-
-
14,944on March 13, 2003
27,644
2,008
-
-
-
2,008Stock issued for debt at $0.0725 per shareon January 15, 2003
22,222
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
8,117,814
437,194
8,323
188
(443,637)
2,068Stock issued for cash at $0.0835 per shareon April 2, 2003
88,890
7,403
-
-
-
7,403on May 13, 2003
44,446
3,702
-
-
-
3,702on May 21, 2003
44,446
3,702
-
-
-
3,702on June 23, 2003
133,334
11,105
-
-
-
11,105on August 1, 2003
44,444
3,702
-
-
-
3,702on August 6, 2003
44,446
3,702
-
-
-
3,702on October 24, 2003
50,000
4,164
-
-
-
4,164on November 18, 2003
50,000
4,164
-
-
-
4,164Stock issued for debt at $0.0835 per shareon April 15, 2003
22,222
1,851
-
-
-
1,851on July 15, 2003
22,222
1,851
-
-
-
1,851on October 15, 2003
22,222
1,851
-
-
-
1,851Comprehensive income (loss):Currency translation adjustment
-
-
-
(265)
-
(265)(Loss) for the year
-
-
-
-
(63,056)
(63,056)Balance, March 31, 2004
8,684,486
484,390
8,323
(77)
(506,693)
(14,057)Stock issued for cash at $0.039 per shareon June 15, 2004
1,200,000
47,054
-
-
-
47,054on June 30, 2004
400,000
15,685
-
-
-
15,685on December 17, 2004
1,510,000
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
11,794,486
606,339
12,244
(12,924)
(572,145)
33,514Exercise of warrants at $0.042 per shareon July 28, 2005
200,000
8,385
-
-
-
8,385on September 14, 2005
100,000
4,193
-
-
-
4,193
 (See accompanying notes to the financial statements)
 F-4


-33-


CORONUS SOLAR INC.(previously known as Insightfulmind Learning, Inc.)(A Development Stage Company)CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIENCY)December 3, 2001 (inception) to March 31, 2011(Expressed in U.S. Dollars)ACCUMULATED
DEFICITOTHER
ACCUMULATED
TOTALADDITIONAL
COMPREHENSIVE
DURING
STOCKHOLDERS'COMMON
PAID-IN
INCOME
DEVELOPMENT
EQUITYSHARES
AMOUNT
CAPITAL
(LOSS)
STAGE
(DEFICIENCY)Stock issued for debt at $0.042 per shareon March 15, 2006
395,600
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
12,490,086
635,502
79,364
(11,865)
(684,918)
18,083Stock issued for cash at $0.044 per shareon November 24, 2006
600,000
26,369
-
-
-
26,369on December 7, 2006
400,000
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
13,490,086
679,450
119,877
(11,973)
(750,348)
37,006Stock issued for debt at $0.0485 per shareon May 4, 2007
52,500
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
13,542,586
681,999
164,740
(7,526)
(846,780)
(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
13,542,586
681,999
254,080
2,706
(1,019,643)
(80,858)Stock issued for acquisition of Coronus Energy Corp.on November 2, 2009
2,000,000
10,752
10,886
-
-
21,638Forgiveness of debt by a director and shareholder
-
-
33,015
-
-
33,015Imputed interest from shareholder loan
-
-
4,997
-
-
4,997Stock-based compensation
-
-
26,144
-
-
26,144Comprehensive income (loss):Currency translation adjustment
-
-
-
(25,943)
-
(25,943)(Loss) for the year
-
-
-
-
(155,180)
(155,180)Balance, March 31, 2010
15,542,586
$    692,751
$           329,122
$                   (23,237)
$         (1,174,823)
$              (176,187)Stock issued for cash at $0.402 per shareon January 21, 2011 (net of share issuance cost)
212,500
70,693



70,693Stock issued for construction of solar power plantson March 31, 2011
10,974,000
6,584,400



6,584,400Forgiveness of debt by a director and shareholder
-
-
35,420
-
-
35,420Comprehensive income (loss):Currency translation adjustment
-
-

(11,701)
-
(11,701)(Loss) for the year
-
-
-
-
(170,028)
(170,028)Balance, March 31, 2011
26,729,086
$  7,347,844
$           364,542
$                   (34,938)
$         (1,344,851)
$              6,332,597
 
 
 (See accompanying notes to the financial statements)


F-5


-34-





CORONUS SOLAR INC.(previously known as Insightfulmind Learning, Inc.)(A Development Stage Enterprise)CONSOLIDATED STATEMENTS OF CASH FLOWS(Expressed in U.S. Dollars)Cumulative frominceptionYears ended March 31,


(December 3, 2001) to2011


2010


March 31, 2011OPERATING ACTIVITIESNet loss for the year
$
(170,028
)

$
(155,180
)

$
(1,344,851
)Adjustments to reconcile net loss to net cashused in operating activities:Amortization

7,236



4,169



45,926Foreign exchange gain/loss

2,499



266



(20,931
)Forgiveness of debt

35,420



38,240



210,904Imputed interests

8,813



4,997



18,792Share issued for services / debts

-



-



26,301Stock based compensation

-



26,144



492,309Write down of website development costs

-



3,245



17,390Write-off trademark cost

-



279



279Changes in non-cash working capital:Sales tax receivable

(1,454
)


2,200



(1,755
)Prepaid expenses

(373
)


1,371



13,352Accounts payables and accrued liabilities

1,169



24,831



35,377NET CASH USED IN OPERATING ACTIVITIES

(116,716
)


(49,438
)


(506,906
)INVESTING ACTIVITIESProperty, plant and equipment

-



-



(1,871
)Land acquisition

(77,941
)


-



(77,941
)Land Deposit

(2,015
)


-



(46,408
)Intangible asset

-



-



(369
)NET CASH USED IN INVESTING ACTIVITIES

(79,956
)


-



(126,589
)FINANCING ACTIVITIESIssuance of common shares

70,693



-



370,124Loan from a shareholder

93,963



43,562



232,923Note payable

37,100



-



37,100NET CASH FROM FINANCING ACTIVITIES

201,757



43,562



640,148EFFECT OF EXCHANGE RATE ON CASH

(146
)


287



(421
)NET INCREASE (DECREASE) IN CASH

4,939



(5,589
)


6,232CASH AND CASH EQUIVALENTSCASH AND CASH EQUIVALENTS -Beginning of Year

1,294



6,883



-CASH AND CASH EQUIVALENTS- End of Year
$
6,233


$
1,294


$
6,232SUPPLEMENTAL CASH FLOWS INFORMATIONInterest expense paid in cash
$
1,041


$
419


$
1,687Taxes paid in cash
$
-


$
-


$
-NON-CASH FINANCING ACTIVITIESIssuance of common shares for acquisition of
$
-


$
21,638


$
21,638Coronus Energy Corp.Establishment of intangible asset through acquisition
$
-


$
21,500


$
21,500of Coronus Energy Corp.Issuance of common shares for construction of solar power plant
$
6,584,400


$
-


$
6,584,400








(See accompanying notes to the financial statements)


F-6


-35-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 1 – Nature of Operations





Coronus Solar 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 and was further changed to Coronus Solar Inc. on November 3, 2009.





The Company’s intention is to deploy and operate utility-scale solar power systems in the State of California, U.S.A. The Company is located in the City of Vancouver, Province of British Columbia, Canada.





On November 2, 2009, the Company completed an agreement (the “Share Purchase Agreement”) to acquire all of the issued and outstanding shares of Coronus Energy Corp. (“Coronus”), a start-up stage company founded to deploy and operate utility-scale solar power systems in the State of California. Under the Share Purchase Agreement, the Company acquired all of the outstanding shares of Coronus in exchange for 2,000,000 (post stock forward split) common shares of the Company, at a deemed value of $0.025 per share.





Under the Share Purchase Agreement, 2,025,000 (post stock forward split) common shares of the Company held by Mr. Jeff Thachuk, President of the Company, were transferred to Mr. Mark Burgert, the sole principal of Coronus, for $1, on August 19, 2009 and an aggregate of 905,000 (post stock forward split) stock options of the Company held by various persons were cancelled on August 10, 2009. Mr. Thachuk was appointed as a director and the Chairman, CEO, CFO, Secretary and Treasurer of Coronus, with Mr. Burgert continuing to hold the office of President of Coronus.





The transfer of the 2,025,000 (post stock forward split) common shares of the Company held by Mr. Thachuk to Mr. Burgert was treated, as a contribution by Mr. Thachuk, as part of the consideration for the acquisition of Coronus. Accordingly, a total of 4,025,000 common shares was determined as the consideration for the acquisition.





The Company has engaged Mr. Burgert as a consultant, and in consideration for this engagement, granted to Mr. Burgert an aggregate of 350,000 (post stock forward split) options exercisable at a price of $0.065 per share. Additionally, the 9,050,000 (post stock forward split) common shares of the Company that are now collectively held between Messrs. Thachuk and Burgert have been placed into voluntary escrow, to be released to each of them on the basis of one common share each for each $0.50 earned in revenue by the Company on a consolidated basis.





On November 3, 2009, the Company carried out a 2 for 1 forward stock split of the Company’s issued and outstanding shares of common stock.  These consolidated financial statements of the Company have been restated to reflect the 2 for 1 stock forward split.


























F-7


-36-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 2 – Basis of Presentation – Going Concern Uncertainties





The Company is considered a development stage company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification ("ASC") Topic 915 “Development Stage Entities”. The accompanying unaudited consolidated interim financial statements have been prepared in conformity with generally accepted accounting principles in the 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:





March 31,


March 31,2011


2010Working capital (deficiency)

$
(306,257
)

$
(195,010
)Deficit


1,344,851



1,174,823





Note 3 – Summary of Significant Accounting Policies





(a)  Principles of consolidation





The accompanying consolidated financial statements include the accounts of Coronus Solar Inc. and its 100% owned subsidiary, Coronus Energy Corp. (collectively, the “Company”). All significant inter-company transactions and accounts have been eliminated in consolidation.





(b)  Basis of Presentation





These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States of America, ("US GAAP") and are expressed in U.S. dollars.








F-8


-37-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 3 – Summary of Significant Accounting Policies - Continued





(c)  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.  Areas requiring significant management estimates relate to determination of useful life of long-lived assets and intangible assets, impairment of long-lived assets, fair value of stock-based compensation, and valuation allowance for future income tax assets.





(d)  Foreign currency translation and transactions





Coronus Solar Inc.’s functional currency is Canadian dollars and Coronus Energy Corp.’s functional currency is US dollars. Transactions in other currencies are recorded in Canadian and US dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into Canadian and US 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. Coronus Solar Inc.’s assets and liabilities are translated into the reporting U.S. dollars at exchange rates at the balance sheet date, equity accounts are translated at historical exchange rate and revenues and expenses are translated by using the average exchange rates. Accumulated translation adjustments are reported as a separate component of other comprehensive income (loss) in the statement of stockholders’ equity (deficiency).





(e)  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, 2011 and 2010, there were no cash equivalents.





(f)  Property, Plant and Equipment





Property, Plant and Equipment is recorded at cost less accumulated amortization. Property, Plant and 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.





Land is recorded at the cost. No amortization was provided for.





F-9


-38-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 3 – Summary of Significant Accounting Policies - Continued





(g)  Construction in progress





Construction-in-progress (“CIP”) represents Solar Photovolatic Power Systems under construction, and is stated at cost less accumulated impairment losses, if any. Costs include construction and acquisition costs. No provision for depreciation is made on construction-in-progress until such time as the assets are completed and ready for use. When the asset being constructed becomes available for use, the CIP is transferred to the appropriate category of property, plant and equipment.





(h)  Concentration of credit risk





The Company places its cash and cash equivalents with high credit quality financial institutions. At March 31, 2011, the Company had $nil (2010 - $nil) in a bank beyond insured limits.





(i)  Website development costs





Website development costs were for the development of the Company's corporate website and web-based courses. These costs were capitalized when acquired or developed, and installed, and were amortized over their estimated useful life of three years on a straight line basis. The Company accounted for these costs in accordance with Accounting Standards Codification ("ASC") Topic 350-50, Intangibles - Goodwill and Other - Website Development Costs, which specifies the appropriate accounting for costs incurred in connection with the development and maintenance of websites. Amortization expense totalled to $nil (2010: $1,081) for the year ended March 31, 2011.





The Company’s website development was substantially completed in 2005 and was enhanced in 2008. The capitalized cost was amortized over 3 years. The balance of the website development costs were written off upon the acquisition of Coronus due to the change of the Company’s business direction.





(j)  Intangible assets





Intangible assets are recorded at cost and are amortized on a straight-line basis over the period of their useful life.





On January 8, 2008, the Company obtained the registered trademark “MathNote” from the United States Patent and Trademark Office. The trademark was recorded at cost less accumulated amortization and was amortized over its estimated useful life of 10 years. The balance of the trademark was written off on November 2, 2009 upon the acquisition of Coronus due to the change of the Company’s business direction.





On November 2, 2009, the Company, through the acquisition of Coronus, obtained a business plan to deploy and operate utility-scale solar power systems in the State of California, U.S.A. The business plan was recorded at fair value on the acquisition date and was amortized over its estimated useful life of 3 years.





On April 1, 2009, the Company adopted ASC Topic 350-30, Intangibles - Goodwill and Other - General Intangibles Other Than Goodwill. ASC Topic 350-30 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. This standard is intended to improve the consistency between the useful life of a recognized intangible asset under ASC Topic 350 and the period of expected cash flows used to measure the fair value of the asset under ASC Topic 805-10, Business Combinations - Overall and other US GAAP. The measurement provisions of this standard applied only to intangible assets acquired after the effective date.





F-10


-39-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 3 – Summary of Significant Accounting Policies - Continued





(k)  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 ASC Topic 360-10, Property, Plant and Equipment - Overall. 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.





(l)  Asset retirement obligation





The Company has adopted ASC Topic 410-20, Asset Retirement and Environmental Obligations - 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.





(m)  Advertising expenses





Advertising costs are expensed as incurred. Advertising expense for the year ended March 31, 2011 was $nil (2010: $1,514).





(n)  Stock based compensation





The Company adopted ASC Topic 718-10, Compensation - Stock Compensation - Overall, 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. ASC Topic 718-10 requires excess tax benefits be reported as a financing cash inflow rather than as a reduction of taxes paid.





(o)  Loss per share





Basic loss per share is calculated using the weighted average number of shares outstanding during the year. The Company has adopted ASC Topic 260-10, Earnings per Share - Overall, 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. As the Company has incurred net losses since its inception, the stock options as disclosed in note 11 were not included in the computation of loss per share as their inclusion would be anti-dilutive.





On April 1, 2009, the Company adopted ASC Topic 260-10-45, Earnings per Share - Overall - Other Presentation Matters, which 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.  ASC Topic 260-10-45 states that all outstanding unvested share-based payment awards that contain rights to nonforfeitable dividends participate in undistributed earnings with common shareholders and, therefore, need to be included in the earnings allocation in computing earnings per share under the two-class method.  The adoption of ASC Topic 260-10-45 does not have a material impact on the Company’s financial statements.


F-11


-40-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 3 – Summary of Significant Accounting Policies - Continued





(p)  Income taxes





The Company accounts for income taxes under the provisions of ASC Topic 740-10, 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.





(q)  Fair value of financial instruments





The estimated fair values for financial instruments under ASC Topic 825-10, Financial Instruments, are determined at discrete points in time based on relevant market information. These estimates involve uncertainties and cannot be determined with precision. The estimated fair value of the Company’s financial instruments includes cash and cash equivalents, accounts payable and accrued liabilities and loan from a shareholder. Unless otherwise noted, it is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments. The fair value of these financial instruments approximates their carrying values, unless otherwise noted.





On April 1, 2009, the Company adopted ASC Topic 820-10, Fair Value Measurements and Disclosures, which defines fair value, establishes a framework for measuring fair value in US GAAP, and expands disclosures about fair value measurements.





ASC Topic 820-10 does not require any new fair value measurements, but provides guidance on how to measure fair value by providing a fair value hierarchy used to classify the source of the information. The fair value hierarchy distinguishes between assumptions based on market data (observable inputs) and an entity’s own assumptions (unobservable inputs). The hierarchy consists of three levels:





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





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





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





For the years ended March 31, 2011 and 2010, the fair value of cash and cash equivalents was measured using Level one inputs.





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 book value of note payable as at March 31, 2011 approximates the fair value. Items identified 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 years ended March 31, 2011 and 2010.





F-12


-41-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 3 – Summary of Significant Accounting Policies - Continued





(r)  Comprehensive income (loss)





The Company accounts for comprehensive income under the provisions of ASC Topic 220-10, Comprehensive Income - Overall, 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 period and currency translation adjustments.





(s)  Revenue recognition





Before the acquisition of Coronus on November 2, 2009, the Company’s revenue consisted of sales of internet educational courses to end-users through the Company’s website which was recognized when services were rendered and payments were received or rights to receive consideration were obtained and collection of consideration was reasonably assured.





(t)  Earnings per share





Basic earnings or loss per share is based on the weighted average number of shares outstanding during the period of the financial statements. Diluted earnings or loss per share are based on the weighted average number of common shares outstanding and dilutive common stock equivalents. All per share and per share information are adjusted retroactively to reflect stock splits and changes in par value, when applicable. Diluted loss per share has not been presented as the effect on basic loss per share would be anti-dilutive. Potentially dilutive securities include options that are disclosed in Note 11.








Note 4 - Accounting Pronouncements Adopted During the Year





(a)  Improving Disclosures About Fair Value Measurements





On April 1, 2010, the Company adopted ASU 2010-06, “Fair Value Measurements and Disclosures (ASC 820): Improving Disclosures about Fair Value Measurements”.  This update will require (1) an entity to disclose separately the amounts of significant transfers in and out of Levels 1 and 2 fair value measurements and to describe the reasons for the transfers; and (2) information about purchases, sales, issuances and settlements to be presented separately (i.e., present the activity on a gross basis rather than net) in the reconciliation for fair value measurements using significant unobservable inputs (Level 3 inputs).  This guidance clarifies existing disclosure requirements for the level of disaggregation used for classes of assets and liabilities measured at fair value and requires disclosures about the valuation techniques and inputs used to measure fair value for both recurring and nonrecurring fair value measurements using Level 2 and Level 3 inputs. The adoption of this new standard did not have a material impact on the financial statements.











F-13


-42-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 4 - Accounting Pronouncements Adopted During the Year - Continued





(b)  Amendments to Certain Recognition and Disclosure Requirements





In February 2010, the  FASB issued ASC No. 2010-09, “Amendments to Certain Recognition and Disclosure Requirements”, which eliminates the requirement for SEC filers to disclose the date through which an entity has evaluated subsequent events.  ASC No. 2010-09 is effective for the fiscal quarter beginning after 15 December 2010.  The adoption of ASC No. 2010-09 does not have a material impact on the Company’s financial statements.








Note 5 - New Accounting Pronouncements





(i)  Compensation - stock compensation





ASU No. 2010-13 was issued in April 2010, and clarified the classification of an employee share based payment award with an exercise price denominated in the currency of a market in which the underlying security trades.  This ASU will be effective for the first fiscal quarter beginning after December 15, 2010, with early adoption permitted.





(ii)  Business Combination





In December 2010, the FASB issued Accounting Standards Update No. 2010-29, “Business Combinations (Topic 805)” (“ASU 2010-29”).  ASU 2010-29 is intended to address diversity in practice regarding pro forma revenue and earnings disclosure requirements for business combinations.  ASU 2010-29 specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination(s) that occurred during the current year had occurred as of the beginning of the comparable prior annual reporting period only.  The amendments also expand the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.  The amendments affect any public entity as defined by Topic 805 that enters into business combinations that are material on an individual or aggregate basis.  ASU 2010-28 is effective prospectively for business combinations for which the acquisition date is on or after the beginning of the first annual reporting period after December 15, 2010.  The adoption of this ASU will effect business acquisitions incurred after March 31, 2011.








Note 6 - Acquisition of Coronus





On November 2, 2009, the Company completed the acquisition of all the issued and outstanding shares of Coronus Energy Corp. (“Coronus”) through the issuance of 2,000,000 common shares of the Company, at a deemed value of $0.025 per share.  Under the Share Purchase Agreement, 2,025,000 common shares of Coronus Solar Inc. held by Mr. Jeff Thachuk, President of the Company, were transferred to Mr. Mark Burgert, the sole principal of Coronus, for $1. The transfer of these common shares was treated, as a contribution by Mr. Jeff Thachuk, as part of the consideration for the acquisition. Accordingly, the value of the transferred shares has been included in the additional paid in capital of the Company and a total of 4,025,000 common shares was determined as the consideration for the acquisition.





F-14


-43-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 6 - Acquisition of Coronus - Continued





The acquisition was treated as an acquisition of assets rather than a business combination because Coronus does not constitute a business according to the definition of business under FASB ASC Topic 805 “Business Combinations”.  The acquisition is accounted for by the acquisition method based on the fair value of the assets acquired, which is more clearly evident and more reliably measurable compared to the consideration given.





There were no liabilities assumed during the acquisition.  The fair value of the identifiable assets acquired as of the date of the acquisition was as follows:





Assets acquiredCurrent asset
$
138Intangible asset

21,500$
21,638Consideration payable by shares (1)
$
21,638





(1)
The fair value of the net assets acquired was $21,638 and was considered the fair value of the aggregate of the 2,000,000 shares of common stock issued and 2,025,000 shares of common stock transferred by Mr. Jeff Thachuk to Mr. Mark Burgert.








Note 7 - Property, Plant and Equipment





Property, plant and equipment at March 31, 2011 and 2010 was summmarized as follows: 
 Accumulated


Net bookMarch 31, 2011
Cost


depreciation


valueOffice equipment
$
1,412


$
1,215


$
197Computer equipment

1,080



1,026



54Land (Note 15)

77,941



-



77,941$
80,433


$
2,241


$
78,192
 
 Accumulated


Net bookMarch 31, 2010
Cost


depreciation


valueOffice equipment
$
1,351


$
1,117


$
234Computer equipment

1,034



959



75$
2,385


$
2,076


$
309


F-15


-44-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 8 - Intangible Assets





The Business Plan was acquired through the acquisition of Coronus Energy Inc. on November 2, 2009. The capital cost was amortized over 3 years.





Intangible assets at March 31, 2011 and 2010 were summarized as follows:


Accumulated



Net bookMarch 31, 2011

Cost

amortization

Write-off

valueBusiness plan
$
21,500
$
10,153
$
-
$
11,347
 
 Accumulated



Net bookMarch 31, 2010

Cost

amortization

Write-off

valueTrademark
$
374
$
95
$
279
$
-Business plan

21,500

2,986

-

18,514$
21,500
$
2,986


$
18,514





Note 9 - Loan From A Shareholder





Loan from a shareholder represents a series of loans from a director and shareholder of the Company which are unsecured and due on demand.





Effective April 1, 2010, the loan payable to a shareholder of $154,096 as at March 31, 2010 accrues interest at the annual rate of 4%. As in the past, the loan is unsecured and due on demand.





During the year ended March 31, 2011, the shareholder lent the Company a further CAD$89,500 (USD $92,097) and USD$6,600 for working capital. The additional loan is unsecured and due on demand, and accrues interest at the annual rate of 4%.





At March 31, 2011, the Company has accrued interest payable of $9,212 (2010 - $nil).








Note 10 – Note Payable





On January 24, 2011, under the Newberry Springs Vacant Land Purchase Agreement, Coronus agreed to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California, from Mike Hoch. Mike Hoch agreed to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only.





At March 31, 2011, the Company has accrued interest payable of $100.





F-16


-45-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 11 - Stockholders’ Equity





(a)  Common Stock





On December 5, 2001, the Company (i) issued 6,750,000 common shares for cash to the founder and sole director of the Company at $0.0002 per share; (ii) issued 75,000 common shares for service to a party related to the founder of the Company at $0.0525 per share; and (iii) issued 300,000 common shares for cash to the sole director of the Company pursuant to a private placement at $0.0525 per share. The Company recorded the 6,750,000 shares issued to the founder at fair value at $0.0525 per share and recorded a stock based compensation of $352,337.





For the fiscal year ended March 31, 2003, the Company issued (i) 235,294 units for cash at $0.055 per unit for total proceeds of $12,916; (ii) issued 500,004 common shares for cash at $0.0725 per share for total proceeds of $36,326; (iii) issued 235,294 common shares upon the exercise of warrants for cash at $0.055 per share for total proceeds of $12,916; and (iv) issued 22,222 common shares for the settlement of debt at $0.0725 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 $0.055 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 500,006 common shares for cash at $0.0835 per share for total proceeds of $41,644; and (ii) issued 66,666 common shares for the settlement of the debt at $0.0835 for the total debt of $5,552.





For the fiscal year ended March 31, 2005, the Company (i) issued 1,200,000 units for cash at $0.039 per unit for total proceeds of $47,054; and (ii) issued 1,910,000 common shares for cash at $0.039 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 $0.039 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 300,000 common shares at $0.042 per share pursuant to the exercise of warrants for total proceeds of $12,578; and (ii) issued 395,600 common shares at $0.042 per share for the settlement of debt of $16,586.





For the fiscal year ended March 31, 2007, the Company issued 1,000,000 common shares for cash at $0.044 per share for total proceeds of $43,948.





For the fiscal year ended March 31, 2008, the Company issued 52,500 common shares at $0.0485 per share for the settlement of debt of $2,548.





On November 2, 2009, the Company issued 2,000,000 common shares in connection with the acquisition of all the issued and outstanding shares of Coronus at a deemed value of $0.025 per share.  These shares were recorded, proportionately with the shares transferred by Mr. Jeff Thachuk to Mr. Mark Burgert, based on the fair value of the assets acquired.











F-17


-46-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 11 - Stockholders’ Equity - Continued





(a)  Common Stock - Continued





On January 21, 2011, the Company completed a non-brokered private placement, issuing 212,500 shares of common stock to eleven investors, at a price of CAD$0.40 per share, for gross proceeds of CAD$85,000. In connection with the completion of the private placement, the Company paid CAD$7,500 in finder’s fees in cash, to certain arm’s length parties, and CAD$6,807 in legal, accounting, transfer agent and filing fees.





On March 31, 2011, the Company and its wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), entered into a purchase agreement for utility-scale, ground-mount, solar photovoltaic (“PV”) power systems (the “Solar Power Systems Agreement”) with Belectric, Inc. (“Belectric”). Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a  deemed value of $1.05 per share. The fair value per share at the date of issuance was $0.60. As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress.





As at March 31, 2011, 8,550,000 shares of the Company’s common stock were restricted shares.





(b)  Stock Options





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





On August 10, 2009, 905,000 stock options were cancelled pursuant to the Share Purchase Agreement among Coronus Solar Inc., Coronus Energy Corp., Jeff Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas, and John Omielan.





On November 2, 2009, the Company issued stock options to Mark Burgert to acquire (i) 150,000 shares of common stock at an exercise price of $0.065 per share until April 22, 2015, and (ii) 200,000 shares of common stock at an exercise price of $0.065 per share until March 31, 2016.





During the fiscal year 2011, there were no options granted.





The fair value of each option granted for the year ended March 31, 2010 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, 2010Expected volatility
104.05%Risk-free interest rate
2.33% - 3.00%Expected life
5.5 years - 6.4 yearsDividend yield
0.00%











F-18


-47-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 11 - Stockholders’ Equity – Continued





(b)  Stock Options - Continued





The estimated fair value of the options granted during the year ended March 31, 2011 was $nil (2010: $0.076) per share. The Company recorded a total of $nil (2010: $26,144) in stock based compensation expenses for the year ended March 31, 2011.





Options OutstandingWeightedaverageNumber of

exerciseshares

priceBalance, March 31, 2009
1,300,000
$
0.065Issued
350,000

0.065Cancelled
(905,000)

0.065Balance, March 31, 2011 and March 31, 2010
745,000
$
0.065
 
 The Company has the following options outstanding and exercisable at March 31, 2011:
 
 Outstanding

ExercisableWeightedNumber

Average

Weighted

Number

WeightedRange of

Outstanding at

Remaining

Average

Exercisable at

AverageExercise

March 31,

Contractual

Exercise

March 31,

ExercisePrices

2011

Life (Years)

Price

2011

Price$              0.065

740,000

4.65

$             0.065

740,000

$             0.0650.105

5,000

1.11

0.105

5,000

0.105$0.065 - $0.105

745,000

4.63

$             0.065

745,000

$             0.065
 
 The Company has the following options outstanding and exercisable at March 31, 2010:
 
 Outstanding

ExercisableWeightedNumber

Average

Weighted

Number

WeightedRange of

Outstanding at

Remaining

Average

Exercisable at

AverageExercise

March 31,

Contractual

Exercise

March 31,

ExercisePrices

2010

Life (Years)

Price

2010

Price$             0.065

740,000

5.65

$            0.065

740,000

$            0.0650.105

5,000

2.11

0.105

5,000

0.105$0.065 - $0.105

745,000

5.63

$            0.065

745,000

$            0.065


F-19


-48-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 12 – Income Tax





Coronus Solar Inc. is subject to income tax in Canada and Coronus Energy Corp. is subject to income tax in the U.S. on their taxable income as reported in their statutory accounts at a tax rate in accordance with the relevant Canadian / U.S. 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:





2011


2010Loss for the year

$
(170,028
)

$
(155,180
)Statutory Canadian tax rate


30.00
%


30.00
%Income tax recovery

$
(51,008
)

$
(46,554
)Difference in tax rate


(1,128
)


(1,096
)Temporary differences


20



400Non-deductible expenses


13,270



11,400Stock based compensation


-



7,843Unrecognized benefit of non-capital losses


38,846



28,007$
-


$
-





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





Deferred income tax assets (liabilities)

2011


2010Net operating loss carry forwards

$
180,015


$
149,741Equipment


179



164Website development costs


2,673



2,751Business plan


(3,404
)


(6,480
)Valuation allowance


(179,463
)


(146,176
)$
-


$
-





The Company has non-capital losses of approximately $672,000 (2010: $533,000), which may be carried forward and applied against taxable income in future years. If not utilized, the non-capital losses would expire in from 2014 to 2031. The benefits of these losses have not been reflected in these financial statements and have been offset by a valuation allowance.








Note 13 - 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.








F-20


-49-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 14 - Related Party Transactions





During the year ended March 31, 2011, the Company paid $1,181 (2010: $1,101) in director fees to the directors of the Company.





During the year ended March 31, 2011, $35,419 (2010: $33,015) of management fees were forgiven by a director of the Company and credited to the additional paid-in capital respectively.





As at March 31, 2011, included in accounts payable, $1,016 (2010: $972) was owed to a director of the Company and $9,212 (2010: $nil) was accrued as interest payable for loan from a director of the Company.





During the year ended March 31, 2011, the director and shareholder to whom the Company was indebted regarding the loan from a shareholder, lent the Company an additional CAD$89,500 and USD$6,600 (2010 – CAD$47,500) for working capital. The loan was unsecured, due on demand and bearing interest of 4% per annum.








Note 15 – Commitments





(a)  Acquisition of Vacant Lands





(i)  Vidal





On August 25, 2010, Coronus entered into a Vacant Land Purchase Agreement (the “Vidal Agreement”) to acquire a 280 acre parcel of vacant land, situated in Vidal, County of San Bernardino, California, from Paul R Marshall Trust. The total purchase price is $240,000. A deposit of $1,000 was paid and the balance due was payable on November 30, 2010. In return for the Company paying forfeitable fees of $10,610, the close of escrow had been extended from November 30, 2010 to June 15, 2011. As at March 31, 2011, the Company paid forfeitable fees of $7,400 in total.





(ii)  Twentynine Palms East





On August 28, 2010, Coronus entered into a Vacant Land Purchase Agreement (“the “Twentynine Palms East Agreement”) to acquire a 30 acre parcel of vacant land, situated east of Twentynine Palms, in the County of San Bernardino, California, from Gary and Sylvia Wright. The total purchase price of $32,000 was paid on January 24, 2011.





(iii)  Twentynine Palms North





On January 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Twentynine Palms North Agreement”). Under the Twentynine Palms North Agreement, Coronus agreed to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, from Joshua Tree Holdings. The purchase price was $40,000. Coronus deposited $1,000 into escrow and agreed to deposit an additional $7,000 within sufficient time to close escrow. Joshua Tree Holdings agreed to carry back the balance amount of $32,000 for two years at 6.5% per annum interest, with monthly payments of interest only. In consideration of the Company depositing a further $1,000 into escrow on March 15, 2011 and an additional $1,000 into escrow on April 14, 2011, close of escrow was extended to May 15, 2011. On May 16, 2011, the transaction closed. As at March 31, 2011, the Company had paid $2,000 in total into escrow.








F-21


-50-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011





Note 15 – Commitments - Continued





(a)  Acquisition of Vacant Lands - Continued





(iv)  Newberry Springs





On January 24, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Newberry Springs Agreement”). Under the Newberry Springs Agreement, Coronus agreed to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California, from Mike Hoch. The purchase price was $45,000. Coronus deposited $1,000 into escrow and agreed to deposit an additional $7,000 within sufficient time to close escrow. Mike Hoch agreed to carry back the balance amount of $37,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On March 17, 2011, the transaction closed (see Note 10).





(b)  Purchase of Solar Photovolatic Power Systems





On March 31, 2011, the Company and Coronus entered into a purchase agreement for utility-scale, ground-mount, solar photovoltaic (“PV”) power systems (the “Solar Power Systems Agreement”) with Belectric, Inc. (“Belectric”). Under the Solar Power Systems Agreement, Coronus agreed to acquire a total of 21 MW_ac of utility-scale, ground-mount, solar PV power systems from Belectric, for total consideration of $76,818,000, exclusive of taxes (the “Basic Price”). On entering into the Solar Power Systems Agreement, the Company paid 15% of the Basic Price, or $11,522,700, by way of issuing 10,974,000 shares of its common stock to Belectric, at a deemed price of $1.05 per share. The fair value per share at the date of issuance was $0.60. As a result, $6,584,400 was recorded under shareholders’ equity and construction in progress.





Under the Solar Power Systems Agreement, Coronus has until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus is to provide the sites for the systems, pay for the utility interconnection requests and studies, and obtain the power purchase agreements and land use permits. Additionally, Coronus is to provide Belectric with satisfactory proof of secured financing, on a per project basis, prior to the commencement of construction of each of the systems. Under the Solar Power Systems Agreement, Belectric is to provide all services necessary for delivery to Coronus of turnkey, operation ready, solar PV systems, and for connection of the systems to the utilities’ grids. Belectric agrees to design the systems to optimize revenue, with emphasis placed on the utilities’ time of delivery periods and factors. Additionally, Belectric shall be responsible for managing the operation of the solar PV systems, throughout the duration of the power purchase agreement underlying each system, and will receive, for the services to be provided, remuneration in the amount of $25 per kWp (DC rated output) per year.





Note 16 – Subsequent Events





On April 18, 2011, the director and shareholder to whom the Company is indebted regarding the loan from a shareholder (see Note 9), lent the Company a further CAD$8,500. The loan accrues interest at an annual rate of 4%. The loan is unsecured and due on demand. On May 10, 2011, the director and shareholder to whom the Company is indebted regarding the loan from a shareholder (see Note 9), was repaid by the Company CAD$50,000 of the principal amount owing, in respect of the loan.





On May 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”). Under the Joshua Tree East Agreement, Coronus agrees to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, from Sal, Alfred and Frances Gonzalez. The purchase price is $200,000. Coronus deposited 5,000 into escrow and agrees to deposit an additional $25,000 within sufficient time to close escrow. Sal, Alfred and Frances Gonzalez agree to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. Close of escrow was June 15, 2011 and the Joshua Tree East Agreement was subject to Coronus’ Board of Director approval on or before June 1, 2011. On May 31, 2011, the Company, being the sole shareholder of Coronus, approved the Joshua Tree East Agreement. In conjunction with this approval, close of escrow under the Joshua Tree East Agreement was extended to June 30, 2011.


F-22


-51-


CORONUS SOLAR INC.


(previously known as Insightfulmind Learning, Inc.)


(A Development Stage Enterprise)


Notes to Consolidated Financial Statements


(Expressed in U.S. Dollars)


Year Ended March 31, 2011








Note 16 – Subsequent Events - Continued





On May 10, 2011, the Company completed a non-brokered private placement of 350,000 units at a price of CAD$0.60 per unit for gross proceeds of CAD$210,000. Each unit is comprised of one common share in the capital of the Company and one non-transferrable share purchase warrant. Each warrant entitles the holder thereof to purchase a further common share at an exercise price of CAD$0.75 for a period of five years.





On May 16, 2011, Coronus closed on the Twentynine Palms North Agreement (see Note 15(a)(iii)).





On May 31, 2011 (effective June 1, 2011), the continuing engagement of Raven Kopelman as Chief Programmer was mutually terminated. Concurrently, the Company terminated the office of Chief Programmer. This position and office are no longer required, as, on November 2, 2009, the Company redirected its business from delivering educational courses over the Internet to the deployment and operation of utility-scale solar power systems in the State of California. Mr. Kopelman continues to serve as a Director and as a Member of the Audit Committee of the Company.





On May 31, 2011 (effective June 1, 2011), the Company approved the continuing engagement of Jeff Thachuk, as revised, to serve as its Chief Executive Officer. Effective June 1, 2011, reflecting a full-time commitment, Mr. Thachuk shall receive a salary of CAD$8,000 per month to serve as Chief Executive Officer.





On June 14, 2011, Coronus and Paul R Marshall Trust mutually cancelled the Vidal Agreement (see Note 16(a)(i)) pursuant to provision 30 of the Vidal Agreement, a liquidated damages provision, whereby the $1,000 deposit originally paid by Coronus on entering into the Vidal Agreement, less escrow and realtor fees, was released to Paul R Marshall Trust. The Company sought the cancellation because it lacked the funds to pay the contractual balance due. The Company also expensed the forfeitable fess of $10,610 ($7,400 as at March 31, 2011) paid to Paul R Marshall Trust.





On June 16, 2011, Coronus entered into two Combined System Impact and Facility Study Agreements (the “SIS/FAS Study Agreement for Coronus 29-Palms North 1” and the “SIS/FAS Study Agreement for Coronus 29-Palms North 2”) with Southern California Edison (“SCE”). The SIS/FAS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar photovoltaic (PV) power systems on the 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California, Coronus acquired on May 16, 2011 (see Note 16(a)(iii)).





On February 14, 2008, the California Public Utilities Commission made feed-in tariffs available for the purchase of up to 480 MW of renewable generating capacity from small facilities (1.5 MW or less) throughout California. The CREST tariff is SCE’s allocation of these tariffs.





The SIS/FAS Study Agreements sets forth the terms and conditions for SCE to perform a combined system impact and facility study to specify and estimate the cost of the equipment, engineering, procurement and construction work, including overheads, required for interconnection. The estimated cost of the SIS/FAS Study Agreement for Coronus 29-Palms North 1 is $25,000 and the estimated cost of the SIS/FAS Study Agreement for Coronus 29-Palms North 2 is $25,000. The results of the SIS/FAS Study Agreements are anticipated to be completed within 90 business days. On entering into the SIS/FAS Study Agreements, Coronus paid to SCE the two $25,000 deposits totaling $50,000.














F-23


-52-





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 annual report. Our financial statements for the period from inception to March 31, 2010, have been audited by Chang Lee LLP, as set forth in the Form 10-K/A-2 we filed with SEC on December 10, 2010. Our financial statements for the year ended March 31, 2011, have been audited by MNP LLP, as set forth in this annual report.





Previous independent registered public accounting firm





On June 20, 2011, we were advised by Chang Lee LLP, our independent registered public accounting firm, that it merged with the firm of MNP LLP. Except as noted in the paragraph immediately below, the reports of Chang Lee LLP on our financial statements for the year ended March 31, 2010 and for the period December 3, 2001(date of inception) through December 31, 2010 did not contain an adverse opinion or disclaimer of opinion, and such reports were not qualified or modified as to uncertainty, audit scope, or accounting principle.





The reports of Chang Lee LLP on our financial statements as of and for the year ended March 31, 2010 and for the period December 3, 2001(date of inception) through December 31, 2010 contained an explanatory paragraph which noted that there was substantial doubt as to our ability to continue as a going concern since we have not yet received revenues from sales of products or services, and have not yet commenced business operations. These factors created substantial doubt about our ability to continue as a going concern.





During the years ended March 31, 2010 and for the period December 3, 2001(date of inception) through December 31, 2010, and through June 20, 2011, we have not had any disagreements with Chang Lee LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to Chang Lee LLP’s satisfaction, would have caused it to make reference to the subject matter of the disagreements in its reports on our consolidated financial statements for such year or in connection with its reports in any subsequent interim period through the date of resignation.





During the years ended March 31, 2010 and March 31, 2009, and through June 20, 2011, there were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.





New independent registered public accounting firm





MNP LLP assumed our engagement of Chang Lee LLP. Accordingly our new independent registered public accounting firm is MNP LLP, 2300 – 1055 Dunsmuir Street, P. O. Box 49148, Vancouver, British Columbia, Canada, V7X 1J1, and its telephone number is 604-678-6133. Our board of directors approved MNP LLP as our principal independent accountant on June 20, 2011. We have not consulted with MNP LLP on any accounting issues prior to engaging them as our new auditors.





During the two most recent fiscal years and through the date of engagement, we have not consulted with MNP LLP regarding either:





1.
The application of accounting principles to any specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, and neither a written report was provided to us nor oral advice was provided that MNP LLP concluded was an important factor considered by us in reaching a decision as to the accounting, auditing or financial reporting issue; or2.
Any matter that was either subject of disagreement or event, as defined in Item 304(a)(1)(iv)(A) of Regulation S-B and the related instruction to Item 304 of Regulation S-B, or a reportable event, as that term is explained in Item 304(a)(1)(iv)(A) of Regulation S-B.





-53-





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.





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.





-54-





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, 2011. 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, as of March 31, 2011, the Company’s internal control over financial reporting was effective.





Changes in Internal Controls





There were no changes in our internal control over financial reporting during the quarter ended March 31, 2011 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 AND CORPORATE GOVERNANCE.





Officers and Directors





Our directors will serve until his/her successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve 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
43
president, principal executive officer, secretary, treasurer,1100 – 1200 West 73rd Avenue

principal financial officer, principal accounting officer, andVancouver, BC   V6P 6G5

a member of the board of directorsRaven Kopelman
33
member of the board of directors1100 – 1200 West 73rd AvenueVancouver, BC   V6P 6G5


-55-





David Holmes
45
member of the board of directors1100 – 1200 West 73rd AvenueVancouver, BC   V6P 6G5Kenneth Bogas
52
member of the board of directors1100 – 1200 West 73rd AvenueVancouver, BC   V6P 6G5





Jefferson Thachuk has held his positions since our inception. Raven Kopelman has held his position since January 2002, and also held the position of chief programmer since January 2002, until the position was terminated on June 1, 2011. David Holmes has held his position since May 2007. Kenneth Bogas has held his position since March 2007. These named individuals are expected to hold their positions until the next annual meeting of our stockholders, but for Mr. Kopelman. We expect Mr. Kopelman to resign in July, 2011.





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. Mr. Thachuk is the secretary, treasurer, chief executive officer, chief financial officer, and chairman of the board of directors of Coronus Energy Corp. (“Coronus”), our wholly-owned subsidiary, and has been so since we acquired Coronus on November 2, 2009. Mr. Thachuk is jointly responsible for Coronus’ business development and operations, as well as solely responsible for its administration. Since 2001, Mr. Thachuk has been a self-employed builder and real estate developer located in Vancouver, British Columbia, involved in the acquisition and management of real property, and the repair, renovation and development of the buildings thereon. As the primary contractor, Mr. Thachuk is responsible for all aspects of planning, permit procurement, and trades coordination. In March 2000, Mr. Thachuk co-founded The LegalDeeds Network Inc., a Vancouver, British Columbia web-based business that sells do-it-yourself legal documents over the Internet, and served as president from 2000 to 2001. As president, Mr. Thachuk was responsible for all aspects of operations and administration, butfor information technology. Between 1998 and 2001, Mr. Thachuk attended the University of British Columbia, where he obtained a Bachelor of Laws degree. In October 2000, Mr. Thachuk completed The Securities Program Parts I and II, “Going Public & Continuous Disclosure”, administered by Simon Fraser University’s Faculty of Business Administration & Continuing Studies. Mr. Thachuk’s business experience and schooling, as described above, led us to the conclusion that Mr. Thachuk should be a member of our board of directors.





Raven Kopelman





Raven Kopelman has been our chief programmer and a member of our board of directors since January 2002. Since October 2008, Mr. Kopelman has been a software developer for Safe Software, located in Surrey, British Columbia, implementing features in Safe Software’s flagship Spatial ETL product. From September 2007 to August 2008, Mr. Kopelman worked for Radical Entertainment, located in Vancouver, British Columbia, as a Software Developer, contributing to XBox360 and PS3 games. Between 2006 and 2007, Mr. Kopelman worked for Mainframe Entertainment, located in Richmond, British Columbia, as an animation workflow Software Developer. Between 2001 and 2006, Mr. Kopelman worked for Raytheon Systems Canada, located in Richmond, British Columbia, as a Software Engineer for the Air Traffic Management Systems division. In 2000, Mr. Kopelman joined The LegalDeeds Network Inc. as Software Engineer, and was responsible for the development of the company’s core document generation technology. Presently, Mr. Kopelman is a director of The LegalDeeds Network Inc., and is responsible for spearheading all technology related efforts and decisions for the business. The LegalDeeds Network Inc. is a private corporation and its securities are not traded anywhere. Between 1995 and 2001, Mr. Kopelman attended the University of British Columbia, where he obtained a Bachelor of Science degree. Mr. Kopelman’s programming experience as described above, led us to the conclusion that Mr. Kopelman should be a member of our board of directors, in light of our Web-based courses history.


-56-





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. As mortgage broker, Mr. Holmes acts as an intermediary between lenders and borrowers, assessing lender needs and creditworthiness and matching them with appropriate lenders. Since 1997, Mr. Holmes has been co-owner, president and general manager of Gold ‘N Tan Studio, located in Richmond, British Columbia, and is responsible for all aspects of the business, including operations and administration.  Gold ‘N Tan Studio is engaged in the business of salon and aesthetics services. In July 2007, Mr. Holmes completed the Mortgage Brokerage Course in British Columbia, administered by the University of British Columbia’s Sauder School of Business. Between 1986 and 1991, Mr. Holmes attended the University of Alaska, where he obtained a Bachelor of Arts degree. Mr. Holmes’ business experience as described above, led us to the conclusion that Mr. Holmes should be a member of our board of directors.





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. As general manager, Mr. Bogas is responsible for all aspects of operations and administration. From January 2000 to June 2005, Mr. Bogas was the owner and executive chef of Coco Pazzo Restaurant Ltd., a 100 seat fine dining restaurant located in Vancouver, British Columbia.  As executive chef, Mr. Bogas was responsible for all aspects of operations and administration.  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. Mr. Bogas’ business experience as described above, led us to the conclusion that Mr. Bogas should be a member of our board of directors.





Consultant





Mark Burgert





Mark Burgert is neither a director nor an officer of the Company. Mr. Burgert is a consultant to the Company. Mr. Burgert is the founder and the current president and a director of Coronus Energy Corp. (“Coronus”), our wholly-owned subsidiary, and has been so since the inception of Coronus on June 23, 2009. Mr. Burgert is jointly responsible for Coronus’ business development, strategy, and direction. On us acquiring Coronus on November 2, 2009, we engaged Mr. Burgert as a consultant. As consideration therefore, we issued Mr. Burgert the options to acquire (i) 150,000 shares of our common stock, exercisable at $0.065 per share until April 22, 2015, and (ii) 200,000 shares of our common stock, exercisable at $0.065 per share until March 31, 2016. Since 1993, Mr. Burgert has accumulated, is the sole owner of, and managed a revenue real estate portfolio comprised of eight properties, giving rise to 19 separate rental units, located in Vancouver and Powell River, British Columbia. In respect of Mr. Burgert’s revenue real estate portfolio, Mr. Burger is responsible for all aspects of operations and administration. In March 2000, Mr. Burgert co-founded The LegalDeeds Network Inc., a Vancouver, British Columbia web-based business that sells do-it-yourself legal documents over the Internet, and has served as president from 2001 to the present. As president, Mr. Burgert is responsible for all aspects of operations and administration, but for information technology. In October 2000, Mr. Burgert completed The Securities Program Parts I and II, “Going Public & Continuous Disclosure”, administered by Simon Fraser University’s Faculty of Business Administration & Continuing Studies. In July 1995, Mr. Burgert completed the Real Estate Salesperson’s and Sub-Mortgage Broker’s Pre-licensing course, administered by the University of British Columbia’s Faculty of Commerce and Business Administration. Between 1986 and 1993, Mr. Burgert attended the University of British Columbia, where he obtained a Bachelor of Science in Forestry.





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Conflicts of Interest





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





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





During the past ten years, Mssrs. Thachuk, Kopelman, Holmes, Bogas or Burgert have not been the subject of the following events:





1.
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such 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 at or within two years before the time of such filing, other than Coco Pazzo Restaurant Ltd. in which Mr. Bogas was the owner and executive chef and is described in Mr. Bogas’s biographical information above;





2.
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);





3.
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, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;





ii)
Engaging in any type of business practice; or





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 commodities laws;





4.
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 in paragraph 3.i in the preceding paragraph 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 Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;





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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;





7.
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:





i)
Any Federal or State securities or commodities law or regulation, other than Jefferson Thachuk and Mark Burgert, as described below; or





ii)
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or





iii)
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or





8.
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.





On July 17, 1998, the British Columbia Securities Commission (the “BCSC”) issued an order under the Securities Act of British Columbia prohibiting Jefferson Thachuk and Mark Burgert from becoming or acting as a director or officer of any reporting issuer in the Province of British Columbia for a period of three years and until they successfully completed a course of study satisfactory to the Executive Director of the BCSC concerning the duties and responsibilities of directors and officers, which they subsequently completed. The order related to their roles as directors and officers of Simon Fraser Resources Ltd. (“Simon Fraser”) in 1990 and 1991. The BCSC found they failed to exercise the care, diligence and skill of a reasonably prudent person as required by applicable corporate law. The BCSC issued a Cease-Trade Order against Simon Fraser on April 22, 1991 and the order currently remains in effect.





Audit Committee and Charter





We have a separately-designated audit committee of the board. Audit committee functions are performed by the following directors: Raven Kopelman, David Holmes and Kenneth Bogas. None of these directors serve as officers. Accordingly, Mr. Kopelman, Mr. Holmes and Mr. Bogas are deemed independent. Mr. Bogas serves as audit committee chair. 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. The Audit Committee Charter, amended as of May 19, 2009, is incorporated by reference as Exhibit 99.2 of this annual report.





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. The Code of Ethics, amended as of May 14, 2009, is incorporated by reference as Exhibit 14.2 of this annual report.


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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. The Disclosure Committee Charter is incorporated by reference as Exhibit 99.3 of this annual report.





ITEM 11.                    EXECUTIVE COMPENSATION.





The following table sets forth the compensation paid by us for the last three years through March 31, 2011, 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 officers.


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
2011
0
0
0
0
0
0
0
0President, Secretary
2010
0
0
0
0
0
0
0
0and Treasurer
2009
0
0
0
15,206(1)
0
0
0
15,206Raven Kopelman
2011
0
0
0
0
0
0
0
0Chief Programmer
2010
141
0
0
0
0
0
0
1412009
1,360
0
0
19,968(1)
0
0
0
21,328


(1)
Please refer to Note 9(b) of the Notes to Financial Statements of the audited consolidated balance sheets of Coronus Solar Inc. as at March 31, 2010 and 2009 and the related consolidated statements of stockholders’ equity, operations and comprehensive loss and cash flows for the years then ended and for the period cumulative from December 3, 2001 (inception) to March 31, 2010, in the Form 10-K/A-2 we filed on December 10, 2010, for the assumptions made in the valuation of the option awards mentioned in column (f) of the above table.





Employment Agreements





We have entered into an agreement with Jefferson Thachuk wherein we agreed to pay Mr. Thachuk CAD$8,000 per month to serve as our principal executive officer. This agreement is effective as of June 1, 2011. Prior to this, we had an agreement with Mr. Thachuk wherein we agreed to pay Mr. Thachuk CAD$3,000 per month to serve as our principal executive officer. Mr. Thachuk has forgiven the salary for the past five 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 150,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 per share. The option is fully vested and none of the option has been exercised.





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Effective June 1, 2011, we terminated an agreement with Raven Kopelman wherein we paid Mr. Kopelman CAD$25.00 for each hour for work performed as our chief 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 150,000 shares of common stock at an exercise price of CAD$0.085 per share and on April 22, 2005 Mr. Kopelman was granted an option to acquire up to 150,000 shares of common stock at an exercise price of CAD$0.075 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$0.07 per share and USD$0.065 per share respectively. On August 10, 2010, Mr. Kopelman returned to the Company for cancellation, the aforementioned 150,000 stock options exercisable at $0.07 until January 19, 2012 and the aforementioned 150,000 stock options exercisable at $0.065 until April 22, 2015.The options were fully vested and none had been exercised.





The above discussions reflect the 2 for 1 stock split, which occurred on November 3, 2009.





Compensation of Directors





The following table sets forth the compensation paid to each of our directors in 2011.  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
295
0
0
0
0
0
295Raven Kopelman
295
0
0
0
0
0
295David Holmes
295
0
0
0
0
0
295Kenneth Bogas
295
0
0
0
0
0
295


The board of directors met in person three times in fiscal 2011: May 19 and September 30, 2010, and February 22, 2011.  The directors were paid CAD$100 each for each of these meetings. Accordingly, in fiscal 2011, the directors were each paid CAD$300 for attendance at board of director meetings. However, the directors still conduct business on behalf of the Company without attending meetings in person. In these circumstances, we connect with each other by way of phone and/or email, and if the result is the need for a resolution, we will circulate the resolution, in lieu of a meeting, to obtain the signatures of all of the directors entitled to vote on that resolution (i.e., unanimity). Where the directors do not meet in person, the directors are not paid the attendance fee.  Since March 31, 2011, we have met in person 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 200,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 per share. Mr. Thachuk has not exercised any of his options.





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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 200,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 per share.  On August 10, 2010, Mr. Kopelman returned to the Company for cancellation the 150,000 stock options exercisable at $0.07 until January 19, 2012, the 150,000 stock options exercisable at $0.065 until April 22, 2015, and 180,000 of the 200,000 stock options exercisable at $0.065 until March 31, 2016.  Accordingly, as at March 31, 2011, Mr. Kopelman held 20,000 stock options exercisable at $0.065 until March 31, 2016.  Mr. Kopelman has not exercised any of his options.





On May 4, 2007, David Holmes received an option to acquire up to 200,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 per share.  On August 10, 2010, Mr. Holmes returned to the Company for cancellation 190,000 of the 200,000 stock options exercisable at $0.065 until May 4, 2017.  Accordingly, as at March 31, 2011, Mr. Holmes held 10,000 stock options exercisable at $0.065 until May 4, 2017.  Mr. Holmes has not exercised any of his options.





On March 30, 2007, Kenneth Bogas received an option to acquire up to 200,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 per share. On August 10, 2010, Mr. Bogas returned to the Company for cancellation 190,000 of the 200,000 stock options exercisable at $0.065 until March 30, 2017.  Accordingly, as at March 31, 2011, Mr. Bogas held 10,000 stock options exercisable at $0.065 until March 30, 2017.  Mr. Bogas has not exercised any of his options.





All of the above director stock options are fully vested.  The above discussions reflect the 2 for 1 stock split which occurred on November 3, 2009.




Outstanding Equity Awards At March 31, 2010
 Number of
Number ofSecurities
SecuritiesUnderlying
UnderlyingUnexercised
UnexercisedOptions
Options
Option Exercise
Option ExpirationName
(#) Exercisable
(#) Unexercisable
Price
Date(a)
(b)
(c)
(d)
(e)Jefferson Thachuk
150,000
0
$0.065
4/22/15200,000
0
$0.065
3/31/16Raven Kopelman
20,000
0
$0.065
3/31/16David Holmes
10,000
0
$0.065
5/04/17Kenneth Bogas
10,000
0
$0.065
3/30/17Mark Burgert (1)
150,000
0
$0.065
4/22/15200,000
0
$0.065
3/31/16
 
 (1)
Mark Burgert is a consultant to us, but not an officer or director and does not exercise control over us.





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





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Pension Benefits and Compensation Plans





In respect of equity compensation plans, at our annual shareholders’ meeting on November 23, 2010, we proposed and the shareholders approved a 10% “rolling” stock option plan (the “Option Plan”). As at the date of this annual report, no options under the Option Plan have been granted.





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 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.





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, incorporated by reference as Exhibit 3.2 of this annual report.





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.





Other Outstanding Stock Options





There are 5,000 stock options outstanding, held by a non-affiliate, that entitle the holder to purchase 5,000 shares of our common stock at an exercise price of $0.105 per share. These stock options expire on May 9, 2017. These options are fully vested and none have been exercised.





ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.





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
4,875,000(1)(7)
18.00%(1)Raven Kopelman
20,000(2)
0.07%(2)David Holmes
30,000(3)
0.11%(3)Kenneth Bogas
20,000(4)
0.07%(4)


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All officers and directors as a group (4 persons)
4,945,000
18.26%Belectric, Inc.
10,974,000
40.53%8076 Central Avenue, Newark, CA 94560Mark Burgert (6)
4,875,000(5)(7)
18.00%(5)14446 North Bluff Road, White Rock, BC V4B 3C8





(1)
Includes fully vested stock options to acquire an additional 350,000 shares of common stock at an exercise price of $0.065 per share.





(2)
Includes fully vested stock options to acquire 20,000 shares of common stock at an exercise price of $0.065 per share.





(3)
Includes fully vested stock options to acquire an additional 10,000 shares of common stock at an exercise price of $0.065 per share.





(4)
Includes fully vested stock options to acquire an additional 10,000 shares of common stock at an exercise price of $0.065 per share.





(5)
Includes fully vested stock options to acquire an additional 350,000 shares of common stock at an exercise price of $0.065 per share.





(6)
Mark Burgert is a consultant to us, but not an officer or director and does not exercise control over us.





(7)
For both Messrs. Thachuk and Burgert, of the 4,875,000 shares shown as beneficially owned by each of them, 4,525,000 shares each are held in voluntary escrow, to be released to each of them on the basis of one common share each for each $0.50 earned in revenue by us on a consolidated basis. Messrs. Thachuk and Burgert maintain full voting and dividend rights in the escrowed shares. The escrow of the shares was not mandated under any applicable laws or regulations. The escrow of the shares was solely as a result of private contractual terms, agreed to voluntarily by the parties to the Coronus Energy Corp. Share Purchase Agreement as a term of that agreement.





The above table reflects the 2 for 1 stock split, which occurred on November 3, 2009.





ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.





We have entered into an agreement with Jefferson Thachuk wherein we agreed to pay Mr. Thachuk CAD$8,000 per month to serve as our principal executive officer. This agreement is effective as of June 1, 2011. Prior to this, we had an agreement with Mr. Thachuk wherein we agreed to pay Mr. Thachuk CAD$3,000 per month to serve as our principal executive officer. Mr. Thachuk has forgiven the salary for the past five 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 150,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 per share. All options are fully vested and none have been exercised.





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Over the course of the past six years, Mr. Thachuk, through a series of loans, has lent the Company funds for working capital. At March 31, 2011, we owed Mr. Thachuk an aggregate of USD$268,950, inclusive of interest. As of March 31, 2010, the loans were interest free, unsecured and due on demand. Effective April 1, 2010, the aggregate loan accrues interest at the annual rate of 4%. At March 31, 2011, the Company had accrued interest payable of $9,212 on the shareholder loan. As in the past, the loan is unsecured and due on demand. Subsequent to March 31, 2011, Mr. Thachuk lent the Company a further CAD$8,500. This additional loan is unsecured and due on demand, and accrues interest at the annual rate of 4%. Subsequent to March 31, 2011, the Company repaid Mr. Thachuk CAD$50,000 of the principal amount owing, in respect of the loan.





During the year ended March 31, 2011, included in accounts payable, USD $1,016 was owed to Mr. Thachuk for an out-of-pocket expense. This amount remains payable and does not accrue interest. This amount is not reflected in the shareholder loans described above





Effective June 1, 2011, we terminated an agreement with Raven Kopelman wherein we paid Mr. Kopelman CAD$25.00 for each hour for work performed as our chief 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 150,000 shares of common stock at an exercise price of CAD$0.085 per share and on April 22, 2005, Mr. Kopelman was granted an option to acquire up to 150,000 shares of common stock at an exercise price of CAD$0.075 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$0.07 per share and USD$0.065 per share respectively.  On August 10, 2010, Mr. Kopelman returned to the Company for cancellation the 150,000 stock options exercisable at $0.07 until January 19, 2012 and the 150,000 stock options exercisable at $0.065 until April 22, 2015.  All of the options had been fully vested and none had been exercised.





To serve as a director, on March 31, 2006, Jefferson Thachuk received an option to acquire up to 200,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 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 200,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 per share.  On August 10, 2010, Mr. Kopelman returned to the Company for cancellation 180,000 of the 200,000 stock options exercisable at $0.065 until March 31, 2016.  Accordingly, as at March 31, 2010, Mr. Kopelman held 20,000 stock options exercisable at $0.065 until March 31, 2016.  All of Mr. Kopelman’s remaining 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 200,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 per share.  On August 10, 2010, Mr. Holmes returned to the Company for cancellation 190,000 of the 200,000 stock options exercisable at $0.065 until May 4, 2017.  Accordingly, as at March 31, 2010, Mr. Holmes held 10,000 stock options exercisable at $0.065 until May 4, 2017.  All of Mr. Holmes’ remaining 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 200,000 shares of common stock at an exercise price of CAD$0.075 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$0.065 per share.  On August 10, 2010, Mr. Bogas returned to the Company for cancellation 190,000 of the 200,000 stock options exercisable at $0.065 until March 30, 2017.  Accordingly, as at March 31, 2010, Mr. Bogas held 10,000 stock options exercisable at $0.065 until March 30, 2017.  All of Mr. Bogas’ remaining options are fully vested and none have been exercised.


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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:





2011

$
12,000

MNP LLP2011

$
16,000

Chang Lee LLP2010

$
24,100

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:





2011

$
0

MNP LLP2011

$
0

Chang Lee LLP2010

$
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:





2011

$
0

MNP LLP2011

$
0

Chang Lee LLP2010

$
0

Chang Lee LLP





(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:





2011

$
0

MNP LLP2011

$
0

Chang Lee LLP2010

$
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%.








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PART IV





ITEM 15.                    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.





Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
10-K/A-2
12/10/10
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
3.53.6
Amended Articles of Incorporation (11/03/2009).
8-K
11/06/09
3.14.1
Specimen Stock Certificate.
S-1
11/07/08
4.110.1
Engagement Letter - Jefferson Thachuk (5/15/2007).
S-1
11/07/08
10.110.2
Engagement Letter - Jefferson Thachuk (6/12/2008).
S-1
11/07/08
10.210.3
Engagement Letter - Jefferson Thachuk (8/21/2008).
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:  (1/04/2008).
S-1
11/07/08
10.610.7
Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.
10-Q
11/02/09
10.710.8
Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert and Jefferson Thachuk.
8-K
11/06/09
10.110.9
Loan Agreement with Jefferson Thachuk.10.10
Vacant Land Purchase Agreement – VIDAL.
10-Q/A-1
12/10/10
10.1010.11
Vacant Land Purchase Agreement – TWENTYNINE PALMS.
10-Q/A-1
12/10/10
10.1110.12
Stock Option Plan dated November 23, 2010.
POS AM
12/30/10
10.1210.13
Vacant Land Purchase Agreement – VIDAL (December 19, 2010 Addendum).
POS AM
12/30/10
10.1310.14
Vacant Land Purchase Agreement – TWENTYNINE PALMS (December 21, 2010 Addendum).
POS AM
12/30/10
10.14


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10.15
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH.
10-Q
2/14/11
10.1510.16
Vacant Land Purchase Agreement – NEWBERRY SPRINGS.
10-Q
2/14/11
10.1610.17
Vacant Land Purchase Agreement – VIDAL (January 27, 2011  Addendum).
10-Q
2/14/11
10.1710.18
Solar Power Systems Agreement.
8-K
4/01/11
10.110.19
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 1.
8-K
6/21/11
10.110.20
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 2.
8-K
6/21/11
10.210.21
VIDAL Agreement Cancellation Instructions.
8-K
6/21/11
10.310.22
Installment Note – TWENTYNINE PALMS NORTH.



X10.23
Vacant Land Purchase Agreement – TWENTYNINE PALMS (February 17, 2011 Addendum).



X10.24
Vacant Land Purchase Agreement – NEWBERRY SPRINGS (February 22, 2011 Addendum).



X10.25
Vacant Land Purchase Agreement – VIDAL (February 22, 2011 Addendum).



X10.26
Installment Note – NEWBERRY SPRINGS.



X10.27
Vacant Land Purchase Agreement – VIDAL (March 14, 2011 Addendum).



X10.28
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (March 15, 2011 Addendum).



X10.29
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (April 14, 2011 Addendum).



X10.30
Vacant Land Purchase Agreement – VIDAL (April 14, 2011 Addendum).



X10.31
Vacant Land Purchase Agreement – JOSHUA TREE EAST.



X10.32
Vacant Land Purchase Agreement – VIDAL (May 15, 2011 Addendum).



X10.33
Engagement Letter - Jefferson Thachuk (May 31, 2011).



X10.34
Vacant Land Purchase Agreement – JOSHUA TREE EAST (June 3, 2011 Addendum).



X


-68-





10.35
Loan Agreement with Jefferson Thachuk (June 20, 2011 Addendum).



X14.1
Code of Ethics.
S-1
11/07/08
14.114.2
Amended Code of Ethics as of May 14, 2009.
10-K
6/05/09
14.231.1
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.
10-K
6/05/09
99.299.3
Disclosure Committee Charter.
10-K
6/05/09
99.3












































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SIGNATURES





In accordance with Section 13 or 15(d) of the Exchange Act, 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 24th day of June, 2011.





CORONUS SOLAR 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 and dates indicated.





Signature
Title
DateJEFFERSON THACHUK
President, Principal Accounting Officer,
June 24, 2011Jefferson Thachuk
Principal Executive Officer, Principal Financial Officer, Secretary, Treasurer and DirectorRAVEN KOPELMAN
Director
June 24, 2011Raven KopelmanDAVID HOLMES
Director
June 24, 2011David HolmesKENNETH BOGAS
Director
June 24, 2011Kenneth Bogas

















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EXHIBIT INDEX





Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed herewith3.1
Articles of Incorporation.
10-K/A-2
12/10/10
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
3.53.6
Amended Articles of Incorporation (11/03/2009).
8-K
11/06/09
3.14.1
Specimen Stock Certificate.
S-1
11/07/08
4.110.1
Engagement Letter - Jefferson Thachuk (5/15/2007).
S-1
11/07/08
10.110.2
Engagement Letter - Jefferson Thachuk (6/12/2008).
S-1
11/07/08
10.210.3
Engagement Letter - Jefferson Thachuk (8/21/2008).
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:  (1/04/2008).
S-1
11/07/08
10.610.7
Share Purchase Agreement with Coronus Energy Corp., Jefferson Thachuk, Mark Burgert, Raven Kopelman, David Holmes, Kenneth Bogas and John Omielan.
10-Q
11/02/09
10.710.8
Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert and Jefferson Thachuk.
8-K
11/06/09
10.110.9
Loan Agreement with Jefferson Thachuk.10.10
Vacant Land Purchase Agreement – VIDAL.
10-Q/A-1
12/10/10
10.1010.11
Vacant Land Purchase Agreement – TWENTYNINE PALMS.
10-Q/A-1
12/10/10
10.1110.12
Stock Option Plan dated November 23, 2010.
POS AM
12/30/10
10.1210.13
Vacant Land Purchase Agreement – VIDAL (December 19, 2010 Addendum).
POS AM
12/30/10
10.1310.14
Vacant Land Purchase Agreement – TWENTYNINE PALMS (December 21, 2010 Addendum).
POS AM
12/30/10
10.14


-71-





10.15
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH.
10-Q
2/14/11
10.1510.16
Vacant Land Purchase Agreement – NEWBERRY SPRINGS.
10-Q
2/14/11
10.1610.17
Vacant Land Purchase Agreement – VIDAL (January 27, 2011  Addendum).
10-Q
2/14/11
10.1710.18
Solar Power Systems Agreement.
8-K
4/01/11
10.110.19
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 1.
8-K
6/21/11
10.110.20
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 2.
8-K
6/21/11
10.210.21
VIDAL Agreement Cancellation Instructions.
8-K
6/21/11
10.310.22
Installment Note – TWENTYNINE PALMS NORTH.



X10.23
Vacant Land Purchase Agreement – TWENTYNINE PALMS (February 17, 2011 Addendum).



X10.24
Vacant Land Purchase Agreement – NEWBERRY SPRINGS (February 22, 2011 Addendum).



X10.25
Vacant Land Purchase Agreement – VIDAL (February 22, 2011 Addendum).



X10.26
Installment Note – NEWBERRY SPRINGS.



X10.27
Vacant Land Purchase Agreement – VIDAL (March 14, 2011 Addendum).



X10.28
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (March 15, 2011 Addendum).



X10.29
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH (April 14, 2011 Addendum).



X10.30
Vacant Land Purchase Agreement – VIDAL (April 14, 2011 Addendum).



X10.31
Vacant Land Purchase Agreement – JOSHUA TREE EAST.



X10.32
Vacant Land Purchase Agreement – VIDAL (May 15, 2011 Addendum).



X10.33
Engagement Letter - Jefferson Thachuk (May 31, 2011).



X10.34
Vacant Land Purchase Agreement – JOSHUA TREE EAST (June 3, 2011 Addendum).



X


-72-





10.35
Loan Agreement with Jefferson Thachuk (June 20, 2011 Addendum).



X14.1
Code of Ethics.
S-1
11/07/08
14.114.2
Amended Code of Ethics as of May 14, 2009.
10-K
6/05/09
14.231.1
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.
10-K
6/05/09
99.299.3
Disclosure Committee Charter.
10-K
6/05/09
99.3















































-73-