PINX:CRNSF Coronus Solar Inc Quarterly Report 10-Q/A Filing - 6/30/2012

Effective Date 6/30/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q/A-1

[X]
QUARTERLY REPORT UNDER TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2012
 
OR
   
[   ]
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

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
(telephone number, including area code)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 last 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 (SS 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 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,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:  17,219,486  as of September 12, 2012.
 



 

 
 

 


REASON FOR AMENDMENT

The sole purposes of this Amendment to the Registrant’s Quarterly Report on Form 10-Q for the period ended June 30, 2012 is to furnish the Interactive Data File exhibits pursuant to Rule 405 of Regulation S-T.  No other changes have been made to this Form 10-Q other than to reflect events occurring subsequent to the filing of this Form 10-Q.
 
 
 

 

 
Page
   
 
   
Financial Statements.
3
     
 
Financial Statements:
 
   
3
   
4
   
5
   
6
   
7
     
Management’s Discussion and Analysis of Financial Condition and Results of Operations.
33
     
Quantitative and Qualitative Disclosures About Market Risk.
42
     
Controls and Procedures.
42
     
 
     
Risk Factors.
42
     
Exhibits.
42
     
47
   
48

 

 
-2-

 
PART I.
ITEM 1.          FINANCIAL STATEMENTS.
 
CORONUS SOLAR INC.
(A Development Stage Enterprise)
(Expressed in US Dollars)
(Unaudited)

   
June 30,
 
March 31,
 
 
2012
 
2012
 
       
ASSETS
       
CURRENT
       
 
Cash and cash equivalents
$
76,617
$
327
 
Other receivables
 
4,447
 
900
 
Prepaid expenses and deposit (Note 17(d))
 
95,929
 
42,149
 
Assets held for sale (Note 9)
 
-
 
40,161
 
       
TOTAL CURRENT ASSETS
 
176,993
 
83,537
 
       
CONSTRUCTION IN PROGRESS (Note 17(a))
 
6,584,400
 
6,584,400
 
       
PROPERTY, PLANT AND EQUIPMENT (Note 7)
 
745,873
 
334,789
 
       
INTANGIBLE ASSET (Note 8)
 
2,388
 
4,180
 
       
TOTAL ASSETS
$
7,509,654
$
7,006,906
 
       
 
       
LIABILITIES
       
CURRENT
       
 
Accounts payable and accrued liabilities
$
103,511
$
144,656
 
Loan from a shareholder (Note 10)
 
-
 
243,288
 
Convertible notes payable (Note 12)
 
-
 
15,198
 
Notes payable (Note 11)
 
69,184
 
37,100
 
Liabilities held for sale
 
-
 
33,475
 
       
TOTAL CURRENT LIABILITIES
 
172,695
 
473,717
 
       
NOTES PAYABLE (Note 11)
 
405,551
 
202,084
 
       
TOTAL LIABILITIES
 
578,246
 
675,801
 
       
STOCKHOLDERS’ EQUITY
       
SHARE CAPITAL  (Note 13)
       
 
Authorized:   Unlimited voting common shares without par value
       
 
Issued and outstanding:   27,096,086 common shares (March 31, 2012: 27,096,086)
 
7,474,452
 
7,474,452
           
ADDITIONAL PAID IN CAPITAL
 
598,534
 
598,534
 
       
ACCUMULATED OTHER COMPREHENSIVE LOSS
 
(24,419)
 
(26,232)
 
       
DEFICIT, accumulated during the development stage
 
(1,117,159)
 
(1,715,649)
 
       
TOTAL STOCKHOLDERS’ EQUITY
 
6,931,408
 
6,331,105
 
       
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY
$
7,509,654
$
7,006,906
 
       
CONTINGENT LIABILITIES (Note 15)
       
GOING CONCERN (Note 2)
       

(See accompanying notes to the financial statements)

 
-3-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
(Expressed in U.S. Dollars)
(Unaudited)

       
Cumulative from
       
inception
   
Three months ended June 30,
 
(December 3, 2001)
   
2012
 
2011
 
to June 30, 2012
 
           
REVENUE
$
-
$
-
$
1,751
 
           
EXPENSES
           
 
Amortization
 
1,803
 
1,806
 
54,950
 
Consulting fee
 
-
 
-
 
20,928
 
Interest on shareholder loan
 
430
 
2,382
 
28,303
 
Interest and bank charges
 
7,207
 
1,358
 
40,061
 
Office and miscellaneous
 
14,337
 
13,933
 
121,027
 
Professional fees
 
30,254
 
22,729
 
379,653
 
Repairs and maintenance
 
-
 
-
 
869
 
Salaries and wages
 
24,892
 
14,468
 
494,106
 
Stock based compensation
 
-
 
-
 
492,309
 
Telephone and utilities
 
187
 
191
 
12,564
 
Advertising and promotion
 
344
 
143
 
9,468
 
Travel
 
-
 
22
 
3,156
 
Feasibility study
 
43,300
 
16,733
 
160,170
 
Foreign exchange loss
 
7,513
 
3,578
 
13,247
 
Write-down of land deposits
 
-
 
3,210
 
11,610
 
Write down in website development costs
 
-
 
-
 
17,390
 
Write-off trademark cost
 
-
 
-
 
279
 
Loss on settlement of convertible notes
 
80,237
 
-
 
80,237
 
           
 
 
210,504
 
80,553
 
1,940,327
 
           
OTHER ITEMS
           
 
Interest income
 
-
 
-
 
31
 
Debt forgiven
 
-
 
-
 
13,192
 
Gain on sale of assets
 
808,994
 
-
 
808,994
 
Others
 
-
 
-
 
(800)
 
           
 
 
808,994
 
-
 
821,417
 
           
NET INCOME (LOSS) FOR THE PERIOD
 
598,490
 
(80,553)
 
(1,117,159)
 
           
Other comprehensive income (loss) for the period
           
 
           
Exchange difference on translation
 
1,813
 
(3,157)
 
(24,419)
 
           
COMPREHENSIVE INCOME (LOSS) FOR THE PERIOD
$
600,303
$
(83,710)
$
(1,141,578)
 
           
Profit (loss) per share - Basic
$
0.02
$
(0.00)
   
 
           
Weighted average number of common shares outstanding - basic
 
27,096,086
 
26,925,240
   
 
           
Profit (loss) per share - Diluted
$
0.02
$
(0.00)
   
 
           
Weighted average number of common shares outstanding - diluted
 
27,921,403
 
26,925,240
   

(See accompanying notes to the financial statements)

 
-4-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
December 3, 2001 (inception) to June 30, 2012
(Expressed in U.S. Dollars)

 
   
ACCUMULATED
DEFICIT
 
     
OTHER
ACCUMULATED
 
   
ADDITIONAL
COMPREHENSIVE
DURING
TOTAL
 
COMMON
PAID-IN
INCOME
DEVELOPMNET
STOCKHOLDERS’
 
SHARES
AMOUNT
CAPITAL
(LOSS)
STAGE
EQUITY
 
           
Balance, March 31, 2011
26,729,086
7,347,844
364,542
(34,938)
(1,344,851)
6,332,597
 
           
Stock issued for cash at $0.624 per share
           
on May 10, 2011
350,000
120,838
90,628
-
-
211,466
Stock issued for cash at $0.598 per share
           
on October 24, 2011
17,000
5,770
4,501
-
-
10,271
Forgiveness of debt by a director and shareholder
-
-
38,165
-
-
38,165
Warrants and conversion beneficiary features
-
-
100,698
-
-
100,698
Comprehensive income (loss):
           
 
Currency translation adjustment
-
-
-
8,706
-
8,706
 
(Loss) for the year
-
-
-
-
(370,798)
(370,798)
 
           
Balance, March 31, 2012
27,096,086
$     7,474,452
$          598,534
$              (26,232)
$           (1,715,649)
$              6,331,104
 
           
Comprehensive income :
           
 
Currency translation adjustment
-
-
-
1,813
-
1,813
 
Income for the period
-
-
-
-
598,490
598,490
Balance, June 30, 2012 (Unaudited)
27,096,086
$     7,474,452
$          598,534
$              (24,419)
$           (1,117,159)
$              6,931,408
































(See accompanying notes to the financial statements)

 
-5-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
(Expressed in U.S. Dollars)
(Unaudited)

       
Cumulative from
       
inception
   
Three months ended June 30,
 
(December 3, 2001)
   
2012
 
2011
 
to June 30, 2012
 
           
OPERATING ACTIVITIES
           
 
Net income (loss) from operations
$
598,489
$
(80,553)
$
(1,117,160)
 
Adjustments to reconcile net loss to net cash used in operating activities:
           
   
 
           
   
Amortization
 
1,803
 
1,806
 
54,950
   
Foreign exchange gain/loss
 
-
 
3,578
 
(20,930)
   
Forgiveness of debt
 
-
 
14,468
 
249,069
   
Imputed interests
 
-
 
-
 
27,873
   
Share issued for services / debts
 
-
 
-
 
26,301
   
Stock based compensation
 
-
 
-
 
492,309
   
Amortization on discount of convertible notes
 
5,920
 
-
 
21,118
   
Write-off on discount of convertible notes
 
80,237
 
-
 
80,237
   
Gain on sale of assets
 
(808,994)
 
-
 
(808,994)
   
Write down of website development costs
 
-
 
-
 
17,390
   
Write-off trademark cost
 
-
 
-
 
279
 
Changes in non-cash working capital:
           
   
Other receivables
 
(3,596)
 
(2,277)
 
(3,241)
   
Prepaid expenses
 
(53,797)
 
(41,836)
 
(119,817)
   
Accounts payables and accrued liabilities
 
(38,717)
 
(21,378)
 
138,962
 
           
NET CASH USED IN OPERATING ACTIVITIES
 
(218,655)
 
(126,192)
 
(961,654)
 
           
INVESTING ACTIVITIES
           
 
Property, plant and equipment
 
-
 
-
 
(1,871)
 
Land acquisition
 
(175,573)
 
(38,223)
 
(308,163)
 
Land deposit
 
-
 
2,015
 
(46,408)
 
Net proceeds on sales of assets
 
815,705
     
815,705
 
Intangible asset
 
-
 
-
 
(369)
 
           
NET CASH USED IN INVESTING ACTIVITIES
 
640,132
 
(36,208)
 
458,894
 
           
FINANCING ACTIVITIES
           
 
Issuance of common shares
 
-
 
218,522
 
591,861
 
Loan from a shareholder
 
(240,619)
 
(40,558)
 
(45,002)
 
Note payable
 
-
 
-
 
37,100
 
Convertible note payable
 
(101,189)
 
-
 
(491)
 
           
NET CASH FROM FINANCING ACTIVITIES
 
(341,807)
 
177,964
 
583,469
 
           
EFFECT OF EXCHANGE RATE ON CASH
 
(3,379)
 
(4,526)
 
(4,091)
 
           
NET INCREASE (DECREASE) IN CASH
 
76,290
 
11,038
 
76,617
 
           
CASH AND CASH EQUIVALENTS - Beginning of Period
 
327
 
6,233
 
-
 
           
CASH AND CASH EQUIVALENTS - End of Period
$
76,617
$
17,271
$
76,617
 
           
SUPPLEMENTAL CASH FLOWS INFORMATION
           
 
Interest expense paid in cash
$
26,710
$
3,883
$
44,346
 
Taxes paid in cash
$
-
$
-
$
-
 
           
NON-CASH FINANCING ACTIVITIES
           
 
Issuance of common shares for acquisition of Coronus Energy Corp.
$
-
$
-
$
21,638
 
Establishment of intangible asset through acquisition of Coronus Energy Corp.
$
-
$
-
$
21,500
 
Issuance of common shares for construction of solar power plant
$
-
$
-
$
6,584,400




(See accompanying notes to the financial statements)

 
-6-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


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 current business 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 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 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 engaged Mr. Burgert as a consultant, and in consideration for this engagement, granted to Mr. Burgert an aggregate of 350,000 options exercisable at a price of $0.065 per share. Additionally, the 9,050,000 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.






 
-7-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


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 consolidated 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:

   
June 30,
 
March 31,
   
2012
 
2012
 
       
Working capital (deficiency)
$
4,298
$
(390,180)
Deficit
 
1,117,159
 
1,715,649


Note 3 – Summary of Significant Accounting Policies

The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the instruction from Form 10-Q pursuant to the rules and regulations of the Securities and Exchange Commission and, therefore, do not include all information and notes normally provided in the audited financial statements and should be read in conjunction with the Company’s audited consolidated financial statements for fiscal year ended March 31, 2012 filed with the United States Securities and Exchange Commission. The result of operations for the interim periods presented is not necessarily indicative of the results to be expected for the full year.

The accompanying unaudited consolidated interim balance sheets, statements of operations and comprehensive income (loss), stockholders’ equity and cash flows reflected all adjustments, consisting of normal recurring adjustments, that are, in the opinion of management, necessary for a fair presentation of the financial position of the Company, at June 30, 2012, and the results of operations and cash flows for the three months ended June 30, 2012, and for the period from December 3, 2001 (Date of Commencement) to June 30, 2012.

 
-8-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 4 - Accounting Pronouncements Adopted During the Period

(i) Presentation of Comprehensive Income

On April 1, 2012, the Company adopted the FASB issued ASU 2011-05, “Comprehensive Income (Topic 220): Presentation of Comprehensive Income”. ASU 2011-05 provides guidance on the presentation of comprehensive income. This guidance eliminates the current option to report other comprehensive income and its components in the statement of changes in equity. The guidance allows two presentation alternatives: (1) present items of net income and other comprehensive income in one continuous statement, referred to as the statement of comprehensive income; or (2) in two separate, but consecutive, statements of net income and other comprehensive income. The Company has chosen alternative 1 for the presentation of comprehensive income.


Note 5 – New Accounting Pronouncements

Disclosures About Offsetting Assets and Liabilities

In December, 2011, the FASB issued ASU 2011-11, “Disclosures about Offsetting Assets and Liabilities”, in an effort to improve comparability between US GAAP and IFRS financial statements with regard to the presentation of offsetting assets and liabilities on the statement of financial position arising from financial and derivative instruments, and repurchase agreements. The ASU establishes additional disclosures presenting the gross amounts of recognized assets and liabilities, offsetting amounts, and the net balance reflected in the statement of financial position. Descriptive information regarding the nature and rights of the offset must also be disclosed. This guidance is effective as of the beginning of a fiscal year that begins after January 1, 2013. The adoption of the new guidance is not expected to have an impact on the Company’s financial statements.

Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies that do not require adoption until a future date are not expected to have a material impact on the Company’s financial statements upon adoption.


Note 6 – Earnings (Loss) per Share

The calculation of basic earnings per share for the period ended June 30, 2012 was based on the net income attributable to common shareholders of $598,490, and a weighted average number of common shares outstanding of 27,096,086.




 
-9-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 6 – Earnings (Loss) per Share - Continued

The calculation of basic loss per share for the period ended June 30, 2011 was based on the net loss attributable to common shareholders of $80,553, and a weighted average number of common shares outstanding of 26,925,240.

(a) Basic earnings per share

Weighted average number of common shares for basic earnings (loss) per share calculations:

 
Three months ended
 
June 30,
 
2012
2011
 
   
Issued common share at April 1
27,096,086
26,729,086
Issued during the period
-
196,154
Weighted average number of common
   
shares at June 30
27,096,086
26,925,240

(b) Diluted earnings per share

Weighted average number of common shares for diluted earnings (loss) per share calculations:

 
Three months ended
 
June 30,
 
2012
2011
Weighted average number of
   
common shares at June 30
27,096,086
26,925,240
Effect of share options on issue
691,900
-
Effect of share warrants on issue
133,417
-
Diluted Weighted average number of
   
common shares at June 30
27,921,403
26,925,240

For the three months ended June 30, 2011, 745,000 share options and 350,000 share warrants were excluded from the diluted weighted average number of common shares calculation as their effect would have been anti-dilutive.

The average market value of the Company’s shares for purposes of calculating the dilutive effect of share options and warrants was based on quoted market prices for the period during which the options were outstanding.



 
-10-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 7 - Property, Plant and Equipment

Property, plant and equipment at June 30, 2012 and March 31, 2012 were summarized as follows:

 
 
Accumulated
Net book
June 30, 2012
Cost
depreciation
value
 
     
Office equipment
$          1,346
$          1,204
$             142
Computer equipment
1,030
997
33
Land
745,698
-
745,698
 
$      748,074
$          2,201
$     745,873


 
 
Accumulated
Net book
March 31, 2012
Cost
depreciation
value
 
     
Office equipment
$          1,373
$          1,220
$             153
Computer equipment
1,051
1,014
37
Land
334,599
-
334,599
 
$      337,023
$          2,234
$     334,789

Acquisition of Vacant Land

(i) Twentynine Palms East

On August 28, 2010, the Company’s wholly-owned subsidiary, Coronus Energy Corp. (“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. The purchase price was $32,000. The transaction closed on January 24, 2011.

(ii) 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. The purchase price was $45,000. Coronus paid $8,000 and the vendor 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. The transaction closed on March 17, 2011.



 
-11-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 7 - Property, Plant and Equipment - Continued

Acquisition of Vacant Land - Continued

(iii) 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. The purchase price was $40,000. Coronus paid $8,000 and the vendor 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. The transaction closed on May 16, 2011.

(iv) 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. The purchase price was $200,000. Coronus paid $30,000 and the vendor agreed to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on June 30, 2011.

(v) Adelanto West Agreement

On September 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Adelanto West Agreement”) to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California, from Zacarias and Elisa Ramirez. The purchase price was $400,000. Coronus paid $165,000 and the vendor agreed to carry back the balance amount of $235,000 for three years at 6.5% per annum interest, with monthly payments of interest only. The transaction closed on April 19, 2012.


Note 8 - Intangible Assets

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

Intangible assets at June 30, 2012 and March 31, 2012 were summarized as follows:

 
 
Accumulated
 
Net book
June 30, 2012
Cost
amortization
Write-off
value
 
       
Business plan
21,500
19,112
-
2,388



 
-12-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 8 - Intangible Assets – Continued

 
 
Accumulated
 
Net book
March 31, 2012
Cost
amortization
Write-off
value
 
       
Business plan
21,500
17,320
-
4,180


Note 9 - Sale of Coronus Hesperia West 1 LLC & Transfer of Hesperia West Agreement

On April 5, 2012, Coronus, the Company’s wholly-owned subsidiary, entered into a Solar Photovoltaic Asset Sale Agreement (the “Solar PV Asset Sale Agreement”) with Sycamore Physicians Partners LLC (“Sycamore”). Under the Solar PV Asset Sale Agreement, Coronus agreed to sell, assign and transfer to Sycamore, Coronus’ sole membership in Coronus Hesperia West 1 LLC. On March 19, 2012, Coronus Hesperia West 1 LLC entered into a Power Purchase Agreement (“PPA”) with SCE. The PPA relates to Coronus’ application for interconnection service and the CREST tariff for a 1.2 MW solar PV power system (the “Coronus Hesperia West 1 Project”) on the 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California, Coronus agreed to acquire pursuant to the Hesperia West Agreement [see Note 16(c)(i)].  Additionally, under the Solar PV Asset Sale Agreement, Coronus agreed to assign to Sycamore, the Hesperia West Agreement. Further, under the Solar PV Asset Sale Agreement, Coronus agreed to use its best efforts to obtain a second PPA from SCE in relation to the Hesperia West 20 acre parcel, and to sell this PPA (relating to a 1.5 MW solar PV system) to Sycamore if obtained.

Under the Solar PV Asset Sale Agreement, Sycamore agreed to pay $1,726,219 (the “Basic Price”) to Coronus for the sole ownership in Coronus Hesperia West 1 LLC, the assignment of the Hesperia West Agreement, and the second PPA. On executing the Solar PV Asset Sale Agreement, Sycamore agreed to pay $817,200 to Coronus, and Coronus agreed to transfer the sole membership in Coronus Hesperia West 1 LLC to Sycamore and to assign the Hesperia West Agreement to Sycamore. Under the Solar PV Asset Sale Agreement, Sycamore agreed to pay the balance of the Basic Price, or $909,019, to Coronus on delivery of the second PPA. On April 11, 2012, Sycamore paid the $817,200 to Coronus, and on April 12, 2012, Coronus transferred the sole ownership in Coronus Hesperia West 1 LLC to Sycamore and assigned the Hesperia West Agreement to Sycamore. The Company recorded a gain on the sale of the Coronus Hesperia West 1 Project of $808,994.

As a result of this transaction, the assets and liabilities of Coronus Hesperia West 1 LLC and the cost and liabilities incurred in relation to the Hesperia West Agreement were reclassified as held for sale for the year ended March 31, 2012. 
 
On September 6, 2012, Coronus and Sycamore concluded the Solar PV Asset Sale Agreement [see Note 17(f)].


Note 10 - 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.


 
-13-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 10 - Loan From A Shareholder - Continued

During the year ended March 31, 2012, the director and shareholder lent the Company a further CAD$39,300 (USD$39,335). The additional loan was unsecured and due on demand, and accrued interest at the annual rate of 4%.

During the year ended March 31, 2012, the director and shareholder was repaid by the Company CAD$66,800 (USD$66,831) of the principal amount owing, in respect of the loan.

On April 18, 2012, the Company repaid, in full, the shareholder loan owed to the director and shareholder, inclusive of interest outstanding. Additionally, included in accounts payable as at April 18, 2012, CAD$1,292 was owed to our principal executive officer for out-of-pocket expenses.  On April 18, 2012, the Company repaid, in full, the out-of-pocket expenses outstanding, as at April 18, 2012. Accordingly, inclusive of the loan principal, interest owing, and out-of-pocket expenses incurred, in aggregate, on April 18, 2012, the Company repaid the director and shareholder CAD$237,780 and USD$7,021.

At June 30, 2012, the Company has accrued interest payable of $nil (March 31, 2012: $17,991).


Note 11 - Notes Payable

Notes payable at June 30, 2012 is summarized as follows:

   
June 30,
 
March 31,
Vacant Land 
 
2012
 
2012
 
       
Twentynine Palms North
$
-
$
32,084
Joshua Tree East
 
170,000
 
170,000
Adelanto West
 
235,551
 
-
 
$
405,551
$
202,084
 
       
Newberry Springs
$
37,100
$
37,100
Twentynine Palms North
 
32,084
 
-
 
$
69,184
$
37,100

On March 17, 2011, Coronus completed the Newberry Springs Vacant Land Purchase Agreement to acquire a 20 acre parcel of vacant land, situated in Newberry Springs, in the County of San Bernardino, California. The vendor 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 June 30, 2012, the Company has accrued interest payable of $100 (March 31, 2012: $100).

On May 16, 2011, Coronus completed the Twentynine Palms North Vacant Land Purchase Agreement to acquire a 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California. The vendor 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. At June 30, 2012, the Company has accrued interest payable of $84 (March 31, 2012: $84).

 
-14-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 11 - Notes Payable - Continued

On June 30, 2011, Coronus completed the Joshua Tree East Vacant Land Purchase Agreement to acquire a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. The vendor agreed to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only.

On April 19, 2012, Coronus completed the Adelanto West Vacant Land Purchase Agreement to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California. The vendor agreed to carry back the balance amount of $235,000 for three years at 6.5% per annum interest, with monthly payments of interest only. At June 30, 2012, the Company has accrued interest payable of $551 (March 31, 2012: $nil).


Note 12 – Convertible Promissory Notes

On February 2, 2012, the Company issued a convertible promissory note for CAD$50,000 and 83,333 transferrable warrants for gross proceeds of CAD$50,000. On February 23, 2012, the Company issued a second convertible promissory note for CAD$50,000 and a further 83,333 transferrable warrants for gross proceeds of CAD$50,000. These convertible promissory notes, totalling CAD$100,000, matured on February 2, 2013, and bore an annual interest rate of 12%. The notes had a first priority interest in all the assets of the Company. The holders of the notes could convert the note and accrued interest, at or before the maturity date, into common shares of the Company at CAD$0.60 each. Each warrant entitles the holder thereof to purchase a further common share of the Company at an exercise price of CAD$0.75 for a period of five years.

According to ASC 470, the proceeds received in a financing transaction should first be allocated to the convertible promissory notes and the detached warrants on a relative fair value basis. The allocated value of the detached warrants is recorded in paid-in-capital. ASC 470 should then be applied to the amount allocated to the convertible promissory note, and an effective conversion price should be calculated and used to measure the intrinsic value, if any, of the embedded conversion option. The intrinsic value of the conversion option is recognized as a reduction to the carrying amount of the convertible debt and an addition to the paid-in-capital.

The Company determined that the amounts allocated to the convertible promissory notes, the embedded conversion beneficiary features option, and warrants are CAD$nil, CAD$43,429, and CAD$56,571, respectively.

The discount on issuance of the convertible promissory notes, CAD$100,000, is being amortized over the life of the notes. During the year ended March 31, 2012, an amount of CAD$15,184 (USD$15,198) was amortized.

 
US$
CAD$
Face value
100,090
100,000
Effective interest (137%)
(84,892)
 (84,816)
 
15,198
15,184



 
-15-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 12 – Convertible Promissory Notes - Continued

On April 20, 2012, the Company repaid, in full, the CAD$50,000 in principal and CAD$1,282 in interest owing against the first note, and the CAD$50,000 in principal and CAD$937 in interest owing against the second note. An amount of CAD$5,356 (USD$5,302) was amortized for the period from April 1 to April 19, 2012. The balance of the discount on issuance of the convertible promissory notes, $80,237, was written off as expenses.


Note 13 - 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.


 
-16-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 13 - Stockholders’ Equity - Continued

(a) Common Stock - Continued

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.

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$0.402 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.

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 proceeds of CAD $210,000. Each unit was 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. The value assigned to the underlying warrants was CAD$90,000 ($93,652). See Note 13(c).

On October 24, 2011, the Company completed a non-brokered private placement of 17,000 units at a price of CAD$0.60 per unit for gross proceeds of CAD$10,200. 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. The value assigned to the underlying warrants was CAD$4,470 ($4,452). See Note 13(c).

As at June 30, 2012, 20,103,500 (March 31, 2012: 20,103,500) shares of the Company’s common stock were restricted shares.



 
-17-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 13 - Stockholders’ Equity - Continued

(b) Stock Options

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

During the period ended June 30, 2012 and year ended March 31, 2012, there were no options granted or exercised.

Changes in stock options for the period ended June 30, 2012 and year ended March 31, 2012 are summarized as follows:

 
Options Outstanding
   
Weighted
   
average
 
Number of
exercise
 
shares
price
 
   
Balance, March 31, 2012 and 2011
745,000
$         0.065
Issued
-
-
Expired
(5,000)
0.105
Balance, June 30, 2012
740,000
$         0.065

The Company has the following options outstanding and exercisable at June 30, 2012:

   
Outstanding
 
Exercisable
       
Weighted
           
   
Number
 
Average
 
Weighted
 
Number
 
Weighted
Range of
 
Outstanding at
 
Remaining
 
Average
 
Exercisable at
 
Average
Exercise
 
March 31,
 
Contractual
 
Exercise
 
March 31,
 
Exercise
Prices
 
2012
 
Life (Years)
 
Price
 
2012
 
Price
 
                   
$              0.065
 
740,000
 
3.40
$
0.065
 
740,000
$
0.065





 
-18-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 13 - Stockholders’ Equity - Continued

(b) Stock Options - Continued

The Company has the following options outstanding and exercisable at March 31, 2012:

   
Outstanding
 
Exercisable
       
Weighted
           
   
Number
 
Average
 
Weighted
 
Number
 
Weighted
Range of
 
Outstanding at
 
Remaining
 
Average
 
Exercisable at
 
Average
Exercise
 
March 31,
 
Contractual
 
Exercise
 
March 31,
 
Exercise
Prices
 
2012
 
Life (Years)
 
Price
 
2012
 
Price
 
                   
$              0.065
 
740,000
 
3.65
$
0.065
 
740,000
$
0.065
0.105
 
5,000
*
0.11
 
0.105
 
5,000
 
0.105
$0.065 - $0.105
 
745,000
 
3.63
$
0.065
 
745,000
$
0.065

(c) Warrants

On May 10, 2011, the Company completed 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. Each Unit was 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. The Company determined the fair value of the warrants to be $0.257 per warrant using the Black-Scholes option pricing model.

On October 24, 2011, the Company completed a non-brokered private placement of 17,000 units at a price of CAD$0.60 per unit for gross proceeds of CAD$10,200. 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. The Company determined the fair value of the warrants to be $0.263 per warrant using the Black-Scholes option pricing model.

On February 2, 2012, the Company issued a convertible promissory note for CAD$50,000 and 83,333 transferrable warrants for gross proceeds of CAD$50,000. On February 23, 2012, the Company issued a second convertible promissory note for CAD$50,000 and a further 83,333 transferrable warrants for gross proceeds of CAD$50,000. These convertible promissory notes, totalling CAD$100,000, matured on February 2, 2013, and bore an annual interest rate of 12%. The holders of the notes could convert the note and accrued interest, at or before the maturity date, into common shares of the Company at CAD$0.60 each. Each warrant entitles the holder thereof to purchase a further common share of the Company at an exercise price of CAD$0.75 for a period of five years. The Company determined the fair value of the warrants to be CAD$0.7816 per warrant using the Black-Scholes option pricing model.




 
-19-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 13 - Stockholders’ Equity - Continued

(c) Warrants - Continued

The fair value of the warrants issued during the year ended March 31, 2012 was estimated using the Black-Scholes option pricing model with the following weighted average assumptions:

 
Year ended
 
March 31, 2012
 
 
Expected volatility
100.13% - 105.17%
Risk free interest rate
1.10% - 1.91%
Expected life
5 years
Dividend yield
0.00%

The relative estimated fair value of the warrants in relation to the private placements in May 2011, October 2011, and February 2012 were CAD$90,000 (USD$90,628), CAD$4,470 (USD$4,501), and CAD$56,571 (USD$56,966), respectively, and were allocated to the additional paid-in capital.

As of June 30, 2012, 533,666 warrants remained outstanding.

The Company has the following warrants outstanding at June 30, 2012:

           
Exercise
Average
Balance
Issued
Exercised
Cancelled
Balance
Exercise
price
Remaining
as at
during the
during the
during the
as at
price
(USD
Contractual
3/31/2012
period
period
period
6/30/2012
(CAD)
equivalent)
Life in Years
 
             
350,000
-
-
-
350,000
$        0.75
$            0.74
3.86
17,000
-
-
-
17,000
$        0.75
$            0.74
4.32
166,666
-
-
-
166,666
$        0.75
$            0.74
4.60
533,666
-
-
-
533,666
$        0.75
$            0.74
4.11





 
-20-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 13 - Stockholders’ Equity - Continued

(c) Warrants - Continued

The Company has the following warrants outstanding at March 31, 2012:

           
Exercise
Average
Balance
Issued
Exercised
Cancelled
Balance
Exercise
price
Remaining
as at
during the
during the
during the
as at
price
(USD
Contractual
3/31/2011
period
period
period
3/31/2012
(CAD)
equivalent)
Life in Years
 
             
 
350,000
-
-
350,000
$        0.75
$            0.74
4.11
 
17,000
-
-
17,000
$        0.75
$            0.74
4.57
 
166,666
-
-
166,666
$        0.75
$            0.74
4.88
-
533,666
-
-
533,666
$        0.75
$            0.74
4.37

The warrants are not a derivative instrument.


Note 14 - Contingent Liabilities

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


Note 15 - Related Party Transactions

During the period ended June 30, 2012, the Company paid $297 (June 30, 2011: $413) in director fees to the directors of the Company.

During the period ended June 30, 2012, $nil (June 30, 2011: $14,460) of management fees were accrued and forgiven (and credited to the additional paid-in capital) by a director of the Company. Starting from April 1, 2012, the executive officer and director was remunerated by payroll.

As at June 30, 2012, included in accounts payable, $47,100 (March 31, 2012: $49,233) was owed to a director of the Company.

As at June 30, 2012, included in notes payable, $nil (March 31, 2012: $17,991) was accrued as interest payable for loan from a director of the Company. 
 
See also Notes 10 and 17(g).


 
-21-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 16 – Commitments

(a) 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 had until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus was 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 was 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 was 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 agreed to design the systems to optimize revenue, with emphasis placed on the utilities’ time of delivery periods and factors. Additionally, Belectric would have been responsible for managing the operation of the solar PV systems, throughout the duration of the power purchase agreement underlying each system, and would have received, for the services to be provided, remuneration in the amount of $25 per kWp (DC rated output) per year. 
 
On August 15, 2012, the Company, Coronus and Belectric amended the Solar Power Systems Agreement [see Note 17(d)].

(b) Advisory Service Agreement

On August 8, 2011, the Company entered into a financial advisory service agreement (the “Advisory Agreement”) with Source Capital Group Inc (“SCG”). Under the Advisory Agreement, SCG shall use its best efforts to provide up to $80,000,000 in financing (the “Financing”) for the Company and/or the Company’s affiliates. The financing may consist of debt (the “Debt Financing”) or equity (the “Equity Financing”) or both. Under the Advisory Agreement, SCG shall be compensated 6% cash and 6% 5 year warrants priced at 100% of any offering price on any Equity Financing raised by SCG. In addition, SCG shall be compensated 3% cash on any Debt Financing raised by SCG.

As at June 30, 2012, $nil (March 31, 2012: $20,000) had been expensed related to the advisory service agreement.

The term of the Advisory Agreement is 120 days from August 8, 2011 (the “Expiration Date”), and will be automatically renewed on a monthly basis until canceled in writing by either the Company or SCG. The Advisory Agreement may be terminated upon 60 days written notice without cause by either the Company or SCG at any time before the Expiration Date.

 
-22-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 16 – Commitments - Continued

(b) Advisory Service Agreement - Continued

Under the original Advisory Agreement, the Company’s relationship with SCG was exclusive. Effective December 8, 2011, the relationship with SCG is no longer exclusive.

(c) Acquisition of Vacant Land

(i) Hesperia West Agreement

On November 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Hesperia West Agreement”) to acquire a 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California, from Bica Family Revocable Liv Tr. The purchase price was $300,000. Coronus deposited $1,000 into escrow and agreed to deposit an additional $74,000 within sufficient time to close escrow. Bica Family Revocable Liv Tr agreed to carry back the balance amount of $225,000 for eighteen months at 6.5% per annum interest, with monthly payments of interest only. Under the Hesperia West Agreement, Coronus agreed to pay out the balance of $225,000 before commencing with any alterations, improvements, building or construction on the land. Additionally, on closing, Coronus agreed to pay the realtor commission of $5,000. Initially, close of escrow was December 22, 2011, but was extended to August 31, 2012. Initially, the Hesperia West Agreement was subject to Coronus’ Board of Director approval on or before December 15, 2011, but this approval was extended to on or before August 15, 2012. Effective February 16, 2012, Coronus was now required to make the following, non-refundable payments to Bica Family Revocable Liv Tr:

February 29, 2012 - $374 (paid on April 27, 2012)
March 31, 2012 - $1,657 (paid on February 22, 2012)
April 30, 2012 - $1,603 [Hesperia West Agreement assigned on April 12, 2012; see Note 9]
May 31, 2012 - $1,657
June 30, 2012 - $1,603
July 31, 2012 - $1,657
August 31, 2012 - $1,657

The above, non-refundable payments were separate from the purchase price, and not related to the deposit or installment note. On April 5, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Solar PV Asset Sale Agreement”) with Sycamore Physicians Partners LLC (“Sycamore”). Under the Solar PV Asset Sale Agreement, Coronus agreed to assign the Hesperia West Agreement to Sycamore and did so [see Note 9]. The $1,000 deposited into escrow was included in the Hesperia West Agreement assignment to Sycamore.





 
-23-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 16 – Commitments - Continued

(c) Acquisition of Vacant Land - Continued

(ii) Yucca Valley East Agreement

On October 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”) to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, from Peter and Ann Wellington. The purchase price was $170,000. Coronus deposited $1,000 into escrow and agreed to deposit an additional $33,000 within sufficient time to close escrow. Peter and Ann Wellington agreed to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only. Additionally, on closing, Coronus agreed to pay the realtor commission of $5,000. Initially, close of escrow was December 15, 2011, but was extended to August 15, 2012. Initially, the Yucca Valley East Agreement was subject to Coronus’ Board of Director approval on or before November 30, 2011, but this approval was extended to on or before July 31, 2012, and on July 31, 2012, Coronus’ Board of Director approval was obtained. Effective April 4, 2012, Coronus was now required to make the following, non-refundable payments to Peter and Ann Wellington:

April 30, 2012 - $909 (paid on April 27, 2012)
May 31, 2012 - $939 (paid on May 29, 2012)
June 30, 2012 - $909 (paid on June 29, 2012)
July 31, 2012 - $939 (paid on July 31, 2012)
August 15, 2012 - $455 (paid on August 14, 2012)

The above, non-refundable payments were separate from the purchase price, and not related to the deposit or installment note. 
 
On August 17, 2012, the transaction closed [see Note 17(a)].

(iii) Phelan South Agreement

On April 25, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Phelan South Agreement”) to acquire a 40 acre parcel of vacant land, situated in Phelan, an unincorporated community in the County of San Bernardino, California, from Lora Steinmann. The purchase price is $350,000, all cash. Coronus deposited $1,000 into escrow and agrees to deposit an additional $349,000 within sufficient time to close escrow. Initially, close of escrow was August 15, 2012, but was extended to March 15, 2013. Under the Phelan South Agreement, Ms. Steinmann agrees to include, and transfer to Coronus, one share of Sheep Creek Water Co. Additionally, on closing, Coronus agrees to pay the realtor commission of $5,000. Initially, the Phelan South Agreement was subject to Coronus’ Board of Director approval on or before July 31, 2012, but this approval was extended to on or before February 28, 2013. Effective September 6, 2012, Coronus is now required to make the following, non-refundable payments, separate from the purchase price, to Lora Steinmann: 
 
    September 30, 2012 - $1,726  
   
October 31, 2012 - $1,784 
    November 30, 2012 - $1,726 
    December 31, 2012 - $1,784 
    January 31, 2013 - $1,784 
    February 28, 2013 - $1,611 
    March 15, 2013 - $863
 
-24-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 16 – Commitments - Continued

(d) Entry into Utility Interconnection Studies

(i) SIS/FAS Study Agreements for Projects Coronus 29-Palms North 1 and 2

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 in relation to 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 7).

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 set forth the terms and conditions for SCE to perform combined system impact and facility studies to specify and estimate the cost of the equipment, engineering, procurement and construction work, including overheads, required for interconnection. The estimated cost of each SIS/FAS study is $25,000. The results of the SIS/FAS studies were anticipated to be completed by May 31, 2012. On entering into the SIS/FAS Study Agreements, Coronus paid SCE the two $25,000 deposits, for a total payment of $50,000. On June 1, 2012, Coronus received the SIS/FAS study results for Coronus 29-Palms North 1, and on June 19, 2012, Coronus received the SIS/FAS study results for Coronus 29-Palms North 2.

(ii) SIS Study Agreements for Projects Coronus Yucca Valley East 1 and 2

On February 2, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Yucca Valley East 1” and the “SIS Study Agreement for Coronus Yucca Valley East 2”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, Coronus agrees to acquire pursuant to the Yucca Valley East Agreement.

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study is $10,000. The results of the SIS studies were anticipated to be completed by July 23, 2012. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000. On July 27, 2012, Coronus received the SIS study results for Coronus Yucca Valley East 1, and on August 16, 2012, Coronus received the SIS study results for Coronus Yucca Valley East 2.




 
-25-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 16 – Commitments - Continued

(d) Entry into Utility Interconnection Studies - Continued

(iii) SIS Agreement for Project Coronus Hesperia West 2

On February 2, 2012, Coronus entered into a System Impact Study Agreement (the “SIS Study Agreement for Coronus Hesperia West 2” with SCE. The SIS Study Agreement relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV power system on the 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California, Coronus assigned to Sycamore pursuant to the Solar PV Asset Sale Agreement

The SIS Agreement sets forth the terms and conditions for SCE to perform system impact study to determine the impacts that would result from interconnecting the PV system and the adequacy of SCE’s electrical system to accommodate it. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of the SIS study is $10,000. The results of the SIS study were anticipated to be completed by July 23, 2012. On entering into the SIS Study Agreement, Coronus paid SCE the $10,000 deposit. On July 26, 2012, Coronus received the SIS study results for Coronus Hesperia West 2.

(iv) SIS Study Agreements for Projects Coronus Joshua Tree East 1, 2 and 3

On February 23, 2012, Coronus entered into three System Impact Study Agreements (the “SIS Study Agreement for Coronus Joshua Tree East 1”, the “SIS Study Agreement for Coronus Joshua Tree East 2”, and the “SIS Study Agreement for Coronus Joshua Tree East 3”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for three 1.5 MW solar PV power systems on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, Coronus acquired on June 30, 2011 (see Note 7).

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the three PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study is $10,000. The results of the SIS studies are anticipated to be completed by September 21, 2012. On entering into the SIS Study Agreements, Coronus paid SCE the three $10,000 deposits, for a total payment of $30,000.








 
-26-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 16 – Commitments - Continued

(d) Entry into Utility Interconnection Studies - Continued

(v) SIS Agreement for Project Coronus 29-Palms North 3

On February 29, 2012, Coronus entered into a System Impact Study Agreement (the “SIS Study Agreement for Coronus 29-Palms North 3” with SCE. The SIS Study Agreement relates to Coronus’ application for interconnection service and the CREST tariff for a third 1.5 MW solar PV power system in relation to 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 7).

The SIS Agreement sets forth the terms and conditions for SCE to perform system impact study to determine the impacts that would result from interconnecting the PV system and the adequacy of SCE’s electrical system to accommodate it. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of the SIS study is $10,000. The results of the SIS study are anticipated to be completed by August 20, 2012. On entering into the SIS Study Agreement, Coronus paid SCE the $10,000 deposit. On August 17, 2012, Coronus received the SIS study results for Coronus 29-Palms North 3.

(vi) SIS Study Agreements for Projects Coronus Adelanto West 1 and 2

On April 13, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Adelanto West 1” and the “SIS Study Agreement for Coronus Adelanto West 2”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on the 40 acre parcel of vacant land, situated in the City of Adelanto, California, Coronus acquired on April 19, 2012 (see Note 7).

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study is $10,000. The results of the SIS studies are anticipated to be completed by October 19, 2012. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000.

(vii) SIS Study Agreements for Projects Coronus Apple Valley East 1 and 2

On May 3, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Apple Valley East 1” and the “SIS Study Agreement for Coronus Apple Valley East 2”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on SCE’s Tussing 12 kV distribution circuit, situated east of Apple Valley, in the County of San Bernardino, California.



 
-27-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 16 – Commitments - Continued

(d) Entry into Utility Interconnection Studies - Continued

(vii) SIS Study Agreements for Projects Coronus Apple Valley East 1 and 2 - Continued

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study is $10,000. The results of the SIS studies are anticipated to be completed within 120 business days. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000.

(viii) SIS Study Agreements for Projects Coronus 29-Palms West 1 and 2

On June 1 and 19, 2012, respectively, Coronus entered into System Impact Study Agreements (the “SIS Study Agreement for Coronus 29-Palms West 1” and the “SIS Study Agreement for Coronus 29-Palms West 2”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on SCE’s Larrea 12 kV distribution circuit, situated west of Twentynine Palms, in the County of San Bernardino, California.

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study is $10,000. The results of the SIS studies are anticipated to be completed within 120 business days. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000.

(ix) SIS Study Agreements for Projects Coronus Joshua Tree East 4 and 5

On June 25, 2012, Coronus entered into two System Impact Study Agreements (the “SIS Study Agreement for Coronus Joshua Tree East 4” and the “SIS Study Agreement for Coronus Joshua Tree East 5”) with SCE. The SIS Study Agreements relate to Coronus’ application for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems on the 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California, Coronus acquired on June 30, 2011 (see Note 7).

The SIS Agreements set forth the terms and conditions for SCE to perform system impact studies to determine the impacts that would result from interconnecting the two PV systems and the adequacy of SCE’s electrical system to accommodate them. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of each SIS study is $10,000. The results of the SIS studies are anticipated to be completed within 120 business days. On entering into the SIS Study Agreements, Coronus paid SCE the two $10,000 deposits, for a total payment of $20,000.


 
-28-


CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 16 – Commitments - Continued

(d) Entry into Utility Interconnection Studies - Continued

(x) SIS Study Agreement for Project Coronus Yucca Valley East 3

On June 25, 2012, Coronus entered into a System Impact Study Agreement (the “SIS Study Agreement for Coronus Yucca Valley East 3”) with SCE. The SIS Study Agreement relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV power system on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, Coronus agrees to acquire pursuant to the Yucca Valley East Agreement [see Note 16(c)(ii)].

The SIS Agreement sets forth the terms and conditions for SCE to perform a system impact study to determine the impacts that would result from interconnecting the PV system and the adequacy of SCE’s electrical system to accommodate it. In addition, SCE shall make a preliminary determination of the required interconnection facilities and distribution system upgrades, and any other modifications or additions that would be needed. The estimated cost of the SIS study is $10,000. The results of the SIS study are anticipated to be completed within 120 business days. On entering into the SIS Study Agreement, Coronus paid SCE the $10,000 deposit.
 
Note 17 - Subsequent Events
 
(a) Acquisition of Vacant Land
 
On October 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”) to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California [see Note 16(c)(ii)]. On July 31, 2012, the Coronus Board of Directors approved the Yucca Valley East Agreement, and on August 17, 2012, the transaction closed.
 
(b) Amendment to Vacant Land Purchase Agreement
 
On April 25, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Phelan South Agreement”) to acquire a 40 acre parcel of vacant land, situated in Phelan, an unincorporated community in the County of San Bernardino, California [see Note 16(c)(iii)]. Initially, close of escrow was August 15, 2012, but was extended to September 15, 2012 (effective August 1, 2012). Additionally, initially, the Phelan South Agreement was subject to Coronus’ Board of Director approval on or before July 31, 2012, but this approval was extended to on or before August 31, 2012 (effective August 1, 2012).
 
Effective September 6, 2012, close of escrow is now March 15, 2013, and the Phelan South Agreement is now subject to Coronus’ Board of Director approval on or before February 28, 2013. Additionally, effective September 6, 2012, Coronus is now required to make the following, non-refundable payments, separate from the purchase price, to the Seller:

September 30, 2012 - $1,726
October 31, 2012 - $1,784
November 30, 2012 - $1,726
December 31, 2012 - $1,784
January 31, 2013 - $1,784
February 28, 2013 - $1,611
March 15, 2013 - $863

 
-29-



CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 17 - Subsequent Events - Continued

(c) Repayment of Promissory Note

On August 10, 2012, the Company issued a promissory note for CAD$40,000 (the “Note”). The Note bore an annual interest rate of 12%, and was due on demand. The Note had a first priority interest in all the assets of the Company. On September 10, 2012, the Company repaid the Note in full, inclusive of the CAD$40,000 in principal and CAD$407.67 in interest owing.

(d) Amendment to Solar Power Systems Agreement

On August 15, 2012, the Company amended the Solar Power Systems Agreement the Company entered into with Coronus and Belectric on March 31, 2011 [see Note 16(a)].

Under the amended agreement (the “Amended Solar Power Systems Agreement”), the provision of Coronus to purchase a total of 21 MW of utility-scale, ground-mount, solar PV power systems from Belectric, for consideration of $76,818,000, exclusive of taxes (the “Original Basic Price”), was modified. Under the Amended Solar Power Systems Agreement, Coronus and Belectric agree to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis (the “Purchase and Sale Agreements”). The Amended Solar Power Systems Agreement is effective as of August 15, 2012, and shall remain in full force and effect for three years (the “Three Year Term”), but shall expire prior to the Three Year Term provided Coronus and Belectric enter into Purchase and Sale Agreements totaling 100 MW of solar power systems prior to the expiry of the Three Year Term. Further, throughout the term of the Amended Solar Power Systems Agreement, Belectric retains the exclusive right to negotiate Purchase and Sale Agreements with Coronus for solar power systems.

On entering into the original Solar Power Systems Agreement, the Company paid 15% of the Original Basic Price, or $11,522,700, by way of issuing 10,974,000 shares (the “Original Payment Shares”) of its common stock to Belectric, at a deemed price of $1.05 per share. Under the Amended Solar Power Systems Agreement, as additional purchase and sale consideration, Belectric kept 1,097,400 of the Original Payment Shares. Accordingly, 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012. Prior to the cancellation of the 9,876,600 shares, the Company had 27,096,086 shares of common stock issued and outstanding. Following the cancellation of the 9,876,600 shares, the Company now has 17,219,486 shares of common stock issued and outstanding.

(e) Entry into Power Purchase Agreements

(i) Power Purchase Agreements for Projects Coronus Yucca Valley East 1 and 2

On August 30, 2012 (the “Yucca Valley East PPAs Effective Date”), the Company’s wholly-owned subsidiaries, Coronus Yucca Valley East 1 LLC and Coronus Yucca Valley East 2 LLC, entered into two identical Power Purchase Agreements (the “Yucca Valley East PPAs”) with Southern California Edison (“SCE”). The Yucca Valley East PPAs relate to the Company’s applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Yucca Valley East 1 and Yucca Valley East 2 Projects”) on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California (the “Yucca Valley East Property”), Coronus acquired on August 17, 2012 [see Note 17(a)].

 
-30-



CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 17 - Subsequent Events - Continued

(i) Power Purchase Agreements for Projects Coronus Yucca Valley East 1 and 2 - Continued

The Yucca Valley East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Yucca Valley East 1 and Yucca Valley East 2 Projects’ generation, net of station use. The term of the Yucca Valley East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Yucca Valley East PPAs. Initial operation of the Yucca Valley East 1 and Yucca Valley East 2 Projects must be no later than eighteen months from the Yucca Valley East PPAs Effective Date. The Yucca Valley East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Yucca Valley East PPAs Effective Date, the Company is required to post and maintain development fees (the “Yucca Valley East Development Securities”) equal to $37,604 per Yucca Valley East PPA. If, on or before initial operation, the Company demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for the Company to satisfy the gross power rating of the generating facilities, SCE shall return the Yucca Valley East Development Securities to the Company within thirty days of each facility’s initial operation.

(ii) Power Purchase Agreements for Projects Coronus 29-Palms North 1, 2, and 3

On August 30, 2012 (the “29-Palms North PPAs Effective Date”), the Company’s wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, and Coronus 29-Palms North 3 LLC, entered into three identical Power Purchase Agreements (the “29-Palms North PPAs”) with SCE. The 29-Palms North PPAs relate to the Company’s applications for interconnection service and the CREST tariff for three 1.5 MW solar PV power systems (the “29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects”) in respect of the 12kV distribution circuit that feeds the 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California (the “29-Palms North Property”), Coronus acquired on May 16, 2011 [see Note 7(iii)].

The 29-Palms North PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects’ generation, net of station use. The term of the 29-Palms North PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the 29-Palms North PPAs. Initial operation of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects must be no later than eighteen months from the 29-Palms North PPAs Effective Date. The 29-Palms North PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the 29-Palms North PPAs Effective Date, the Company is required to post and maintain development fees (the “29-Palms North Development Securities”) equal to $38,250 per 29-Palms North PPA. If, on or before initial operation, the Company demonstrates to SCE's satisfaction that the Company has installed all of the equipment or devices necessary for the Company to satisfy the gross power rating of the generating facilities, SCE shall return the 29-Palms North Development Securities to the Company within thirty days of each facility’s initial operation.



 
-31-



CORONUS SOLAR INC.
(A Development Stage Enterprise)
Notes to Consolidated Financial Statements
(Expressed in U.S. Dollars)
Three Months Ended June 30, 2012
(Unaudited)


Note 17 - Subsequent Events - Continued

(iii) Power Purchase Agreement for Project Coronus Hesperia West 2

On August 30, 2012 (the “Hesperia West 2 Effective Date”), the Company’s wholly-owned subsidiary, Coronus Hesperia West 2 LLC, entered into a Power Purchase Agreement (the “Hesperia West 2 PPA”) with SCE. The Hesperia West 2 PPA relates to the Company’s application for interconnection service and the CREST tariff for a 1.5 MW solar PV power system (the “Hesperia West 2 Project”) on the 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California (the “Hesperia West Property”), the Vacant Land Purchase Agreement of which the Company assigned to Sycamore Physicians Partners LLC, pursuant to the Solar PV Asset Sale Agreement we entered into with them on April 5, 2012 (see Note 9).

The Hesperia West 2 PPA is a standardized, must-take, full buy/ sell, power purchase agreement, where SCE purchases all of the Hesperia West 2 Project’s generation, net of station use. The term of the Hesperia West 2 PPA is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Hesperia West 2 PPA. Initial operation of the Hesperia West 2 Project must be no later than eighteen months from the Hesperia West 2 Effective Date. The Hesperia West 2 PPA includes, but is not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Hesperia West 2 Effective Date, Coronus Hesperia West 2 LLC is required to post and maintain a development fee (the “Hesperia West 2 Development Security”) equal to $37,604. If, on or before initial operation, Coronus Hesperia West 2 LLC demonstrates to SCE's satisfaction that it has installed all of the equipment or devices necessary for us to satisfy the gross power rating of the generating facility, SCE shall return the Hesperia West 2 Development Security to Coronus Hesperia West 2 LLC within thirty days of initial operation.

(f) Sale of Coronus Hesperia West 2 LLC & Conclusion of Solar PV Asset Sale Agreement

On April 5, 2012, Coronus entered into a Solar PV Asset Sale Agreement with Sycamore (see Note 9). Under the Solar PV Asset Sale Agreement, Coronus agreed to 1) sell, assign and transfer to Sycamore, Coronus’ sole membership in Coronus Hesperia West 1 LLC, 2) assign to Sycamore, the Hesperia West Vacant Land Purchase Agreement, and 3) use its best efforts to obtain a second PPA from SCE in relation to the Hesperia West land parcel, and to sell this PPA to Sycamore if obtained. Having obtained the second PPA [the “Hesperia West 2 PPA”; see Note 17(e)(iii)], on September 6, 2012, Sycamore paid the balance of the Basic Price, or $909,019, under the Solar PV Asset Sale Agreement, to Coronus, and Coronus transferred the sole membership in Coronus Hesperia West 2 LLC to Sycamore, thus concluding the Solar PV Asset Sale Agreement.

(g) Payment of Salary Accrual Owed to Director

As at June 30, 2012, included in accounts payable, $47,100 (CAD$48,000) was owed to a director of the Company for accrued wages (see Note 15). On September 11, 2012, the Company paid the accrued wages in full.




 
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MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

    This section of the quarterly report on Form 10-Q 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 quarterly 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 three 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, possibly 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 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 photovoltaic (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 (PPAs) from Southern California Edison (SCE), under the California Public Utilities Commission’s (CPUC’s) feed-in tariff for small generators, and 2) the development of the corresponding, utility-scale, 1.5 MW solar PV power systems. The “CREST” tariff is SCE’s allocation of the feed-in tariff.

On May 16, 2011, Coronus completed the Vacant Land Purchase Agreement (the “Twentynine Palms North Agreement”), which Coronus entered into on January 23, 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. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems in respect of the 12kV distribution circuit that feeds this parcel. To date, we have obtained interconnection study results for three systems, and have entered into three separate PPAs with SCE, under the CREST tariff, in respect of these three systems. In addition to these three systems, we have two more systems under utility study in respect of a second 12kV distribution circuit west of the 12kV distribution circuit that feeds this parcel.

On June 30, 2011, Coronus completed the Vacant Land Purchase Agreement (the “Joshua Tree East Agreement”), which Coronus entered into on May 9, 2011. Under the Joshua Tree East Agreement, Coronus acquired a 56.03 acre parcel of vacant land, situated east of Joshua Tree, in the County of San Bernardino, California. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems sited on this parcel. Specifically, we have five systems currently under utility study.


 
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On April 19, 2012, Coronus completed the Vacant Land Purchase Agreement (the “Adelanto West Agreement”), which Coronus entered into on September 23, 2011. Under the Adelanto West Agreement, Coronus acquired a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems sited on this parcel. Specifically, we have two systems currently under utility study.

On September 30, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Apple Valley East Agreement”) to acquire a 20 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems in respect of the 12kV distribution circuit that feeds this parcel. Specifically, we have two systems currently under utility study.

On August 17, 2012, Coronus completed the Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”), which Coronus entered into on October 9, 2011. Under the Yucca Valley East Agreement, Coronus acquired a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems sited on this parcel. To date, we have obtained interconnection study results for two systems, and have entered into two separate PPAs with SCE, under the CREST tariff, in respect of these two systems. In addition to these two systems, we have one additional system currently under utility study.

On April 25, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Phelan South Agreement”) to acquire a 40 acre parcel of vacant land, situated in Phelan, an unincorporated community in the County of San Bernardino, California. At this point in time, we are pursuing multiple interconnection agreements for 1.5 MW solar PV power systems sited on this parcel. Specifically, we have submitted preliminary interconnection applications for two systems.

In addition to the above, we are presently evaluating further vacant lands, ranging in size between 20 and 50 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, solar PV power systems to be sited on these lands.

Results of Operations

Three Months Ended June 30, 2012 compared to June 30, 2011

Interest on shareholder loan expense decreased by $1,952 or 82% from $2,382 for the three months ended June 30, 2011 to $430 for the three months ended June 30, 2012. The reason for the decrease was that on April 18, 2012, we repaid, in full, the shareholder loan, and thus ended the accumulation of further interest.

Interest and bank charges expense increased by $5,849 or 431% from $1,358 for the three months ended June 30, 2011 to $7,207 for the three months ended June 30, 2012. On April 20, 2012, we repaid, in full, the principal and interest owning on two convertible promissory notes. In the current quarter, an amount of $5,302 was amortized as a discount on the convertible notes, for the period from April 1 to April 19, 2012. In the previous quarter, there was no such amortization, as there were no notes.

Professional fees expense increased by $7,525 or 33% from $22,729 for the three months ended June 30, 2011 to $30,254 for the three months ended June 30, 2012. The principal reason for the increase was that there was an increase in the current quarter in accounting and audit fees of $8,738, as a consequence of an increase in our activity.

Salaries and wages expense increased by $10,424 or 72% from $14,468 for the three months ended June 30, 2011 to $24,892 for the three months ended June 30, 2012. The increase was due to the salary increase of our principal executive officer. Effective June 1, 2011, our principal executive officer’s salary was increased from CAD$3,000 per month to CAD$8,000 per month.

 
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Feasibility study expense increased by $26,567 or 159% from $16,733 for the three months ended June 30, 2011 to $43,300 for the three months ended June 30, 2012. The increase was due to the expensed portion of the numerous deposits Coronus paid in the past two quarters to Southern California Edison for interconnection studies completed, in part, in the current quarter.

Foreign exchange loss expense increased by $3,935 or 110% from $3,578 for the three months ended June 30, 2011 to $7,513 for the three months ended June 30, 2012. The foreign exchange loss was attributable to the fluctuation of the USD/CAD exchange rate.

We incurred no write-down of land deposits expense ($nil) for the quarter ended June 30, 2012, as compared to $3,210 in write-down of land deposits expense for June 30, 2011. The write down of land deposits expense in the previous quarter was attributable to a cancelled vacant land purchase agreement. When we cancelled the agreement, we forfeited the land deposits.

We incurred $80,237 in loss on settlement of convertible notes expense for the quarter ended June 30, 2012, as compared to no write-off on discount of convertible notes expense ($nil) for the quarter ended June 30, 2011. On April 20, 2012, we repaid, in full, the principal and interest owning on two convertible promissory notes. An amount of $5,302 was amortized for the period from April 1 to April 19, 2012, but the balance of the discount on issuance of the convertible promissory notes, $80,237, was expensed.

We achieved $808,994 in gain on sale of assets for the quarter ended June 30, 2012, as compared to no gain on sale of assets ($nil) for the quarter ended June 30, 2011. On April 5, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Solar PV Asset Sale Agreement”) with Sycamore Physicians Partners LLC (“Sycamore”) (see Note 9 of the Notes to the June 30, 2012 unaudited Financial Statements, elsewhere in this Form 10-Q). Pursuant to the Solar PV Asset Sale Agreement, we recorded a gain of $808,994 in respect of the sale of the Coronus Hesperia West 1 Project.

Assets and Liabilities at June 30, 2012 compared to March 31, 2012

Cash and cash equivalents increased by $76,290 or 23,300% from $327 at March 31, 2012 to $76,617 at June 30, 2012. The reason for the increase was the cash gain we recorded in respect of the sale of the Coronus Hesperia West 1 Project, pursuant to the Solar PV Asset Sale Agreement.

Other receivables increased by $3,547 or 394% from $900 at March 31, 2012 to $4,447 at June 30, 2012. The principal reason for the increase was an increase in HST recoverable in the current quarter.

Prepaid expenses and deposit increased by $53,780 or 128% from $42,149 at March 31, 2012 to $95,929 at June 30, 2012. The reason for the increase was the capitalized portion of the numerous deposits Coronus paid in the past two quarters to Southern California Edison for interconnection studies.

We had no assets held for sale ($nil) at June 30, 2012, as compared to $40,161 in assets held for sale at March 31, 2012. The assets held for sale related to the prepaid and deposit assets of Coronus Hesperia West 1 LLC, and were carried at the lower of carrying value or fair value less costs to sell. Pursuant to the Solar PV Asset Sale Agreement with Sycamore, we transferred Coronus Hesperia West 1 LLC to them on April 12, 2012, and therefore no longer owned Coronus Hesperia West 1 LLC at June 30, 2012.

Property, plant and equipment increased by $411,084 or 123% from $334,789 at March 31, 2012 to $745,873 at June 30, 2012. The reason for the increase was the acquisition of vacant land in the quarter, specifically the acquisition of Adelanto West. The purchase price of Adelanto West was $400,000.

Intangible asset decreased by $1,792 or 43% from $4,180 at March 31, 2012 to $2,388 at June 30, 2012. 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.

 
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Accounts payable and accrued liabilities decreased by $41,145 or 28% from $144,656 at March 31, 2012 to $103,511 at June 30, 2012. The reason for the decrease was the cash gain we recorded in respect of the sale of the Coronus Hesperia West 1 Project, pursuant to the Solar PV Asset Sale Agreement. We used the proceeds from the sale, in part, to pay accounts and settle liabilities.

We had no loan from a shareholder ($nil) at June 30, 2012, as compared to $243,288 in loan from a shareholder at March 31, 2012. The reason for the elimination of the loan was that on April 18, 2012, we used the proceeds from the sale of the Coronus Hesperia West 1 Project, pursuant to the Solar PV Asset Sale Agreement, to repay, in full, the shareholder loan.

We had no convertible notes payable ($nil) at June 30, 2012, as compared to $15,198 in convertible notes payable at March 31, 2012. At March 31, 2012, the convertible notes payable related to convertible promissory notes we issued for gross proceeds of CAD$100,000. These convertible promissory notes bore an annual interest rate of 12%. We allocated the convertible notes and the detached warrants on a relative fair value basis, and calculated the embedded conversion beneficiary future. The discount on issuance of the convertible promissory notes was being amortized over the life of the notes. On April 20, 2012, we repaid the notes, in full, inclusive of interest.

We had no liabilities held for sale ($nil) at June 30, 2012, as compared to $33,475 in liabilities held for sale at March 31, 2012. The liabilities held for sale at March 31, 2012, related to the accounts payable and accrued liabilities of Coronus Hesperia West 1 LLC and the cost and liabilities incurred in relation to the Hesperia West Agreement. Pursuant to the Solar PV Asset Sale Agreement with Sycamore, we transferred Coronus Hesperia West 1 LLC and assigned the Hesperia West Agreement to them on April 12, 2012, and therefore no longer owned Coronus Hesperia West 1 LLC or held the Hesperia West Agreement at June 30, 2012.

Current notes payable increased by $32,084 or 86% from $37,100 at March 31, 2012 to $69,184 at June 30, 2012. The increase in current notes payable is related to Coronus’ Twentynine Palms North vacant land purchase. Under the agreement to purchase, the seller agreed to carry back $32,000 of the purchase price for two years at 6.5% per annum interest, with monthly payments of interest only. On May 16, 2011, the transaction closed. Accordingly, the note is now due within one year, and therefore no longer a long-term liability. At June 30, 2012, the Company had accrued interest payable of $84 on the note.

Long term notes payable increased by $203,467 or 101% from $202,084 at March 31, 2012 to $405,551 at March 31, 2012. The increase in notes payable is related to Coronus’ Adelanto West vacant land purchase. On April 19, 2012, Coronus completed the purchase. Under the agreement to purchase, the seller agreed to carry back $235,000 of the purchase price for three years at 6.5% per annum interest, with monthly payments of interest only. The increase in notes payable related to Coronus’ Adelanto West vacant land purchase was offset by Coronus’ Twentynine Palms North vacant land purchase. Under the agreement to purchase, the seller agreed to carry back $32,000 of the purchase price for two years at 6.5% per annum interest, with monthly payments of interest only. On May 16, 2011, the transaction closed. Accordingly, the note is now due within one year, and therefore no longer a long-term liability.

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 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 obtain 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 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.

 
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We expect to raise additional capital through the sale of common stock in private placements, or through the sale of one or more of our solar PV projects under development. There is no assurance, however, that we will be able to raise any capital through the sale of common stock, or that we will be able to raise any capital through the sale of our solar PV projects under development. 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.

Our auditors have issued a going concern opinion in our consolidated financial statements for the year ended March 31, 2012. 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 17,219,486 shares of our common stock and received cash of $591,861.

On March 19, 2012, Coronus, through its wholly-owned subsidiary, Coronus Hesperia West 1 LLC, entered into a Power Purchase Agreement (“PPA”) with SCE. The PPA relates to Coronus’ application for interconnection service and the CREST tariff for a 1.2 MW solar PV power system (the “Coronus Hesperia West 1 Project”) on the 20 acre parcel of vacant land, situated west of Hesperia, in the County of San Bernardino, California, Coronus agreed to acquire pursuant to the “Hesperia West” Vacant Land Purchase Agreement, Coronus entered into on November 9, 2011. On April 5, 2012, Coronus entered into a Solar Photovoltaic Asset Sale Agreement (the “Solar PV Asset Sale Agreement”) with Sycamore Physicians Partners LLC (“Sycamore”). Under the Solar PV Asset Sale Agreement, Coronus agreed to 1) sell, assign and transfer to Sycamore, Coronus’ sole membership in Coronus Hesperia West 1 LLC, 2) assign to Sycamore, the Hesperia West Vacant Land Purchase Agreement, and 3) use its best efforts to obtain a second PPA from SCE in relation to the Hesperia West land parcel, and to sell this PPA, relating to a 1.5 MW solar PV system, to Sycamore if obtained.

Under the Solar PV Asset Sale Agreement, Sycamore agreed to pay $1,726,219 (the “Basic Price”) to Coronus for the sole ownership in Coronus Hesperia West 1 LLC, the assignment of the Hesperia West Vacant Land Purchase Agreement, and the second PPA. On executing the Solar PV Asset Sale Agreement, Sycamore agreed to pay $817,200 to Coronus, and Coronus agreed to transfer the sole membership in Coronus Hesperia West 1 LLC to Sycamore and to assign the Hesperia West Vacant Land Purchase Agreement to Sycamore. Under the Solar PV Asset Sale Agreement, Sycamore agreed to pay the balance of the Basic Price, or $909,019, to Coronus on delivery of the second PPA. On April 11, 2012, Sycamore paid the $817,200 to Coronus, and on April 12, 2012, Coronus transferred the sole membership in Coronus Hesperia West 1 LLC to Sycamore and assigned the Hesperia West Vacant Land Purchase Agreement to Sycamore.

On August 30, 2012, Coronus, through its wholly-owned subsidiary, Coronus Hesperia West 2 LLC, entered into a PPA with SCE (the “Hesperia West 2 PPA”). The Hesperia West 2 PPA relates to Coronus’ application for interconnection service and the CREST tariff for a 1.5 MW solar PV power system (the “Hesperia West 2 Project”) on the Hesperia West parcel. Having obtained the second PPA on the Hesperia West parcel, on September 6, 2012, Sycamore paid the balance of the Basic Price, or $909,019, to Coronus, and Coronus transferred the sole membership in Coronus Hesperia West 2 LLC to Sycamore, thus concluding the Solar PV Asset Sale Agreement.

On August 30, 2012 (the “Yucca Valley East PPAs Effective Date”), our wholly-owned subsidiaries, Coronus Yucca Valley East 1 LLC and Coronus Yucca Valley East 2 LLC, entered into two PPAs (the “Yucca Valley East PPAs”) with SCE. The Yucca Valley East PPAs relate to our applications for interconnection service and the CREST tariff for two 1.5 MW solar PV power systems (the “Yucca Valley East 1 and Yucca Valley East 2 Projects”) on the 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California (the “Yucca Valley East Property”), our wholly-owned subsidiary, Coronus Energy Corp. (“Coronus”), acquired on August 17, 2012.


 
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The Yucca Valley East PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the Yucca Valley East 1 and Yucca Valley East 2 Projects’ generation, net of station use. The term of the Yucca Valley East PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the Yucca Valley East PPAs. Initial operation of the Yucca Valley East 1 and Yucca Valley East 2 Projects must be no later than eighteen months from the Yucca Valley East PPAs Effective Date. The Yucca Valley East PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the Yucca Valley East PPAs Effective Date, we are required to post and maintain development fees (the “Yucca Valley East Development Securities”) equal to $37,604 per Yucca Valley East PPA. If, on or before initial operation, we demonstrate to SCE's satisfaction that we have installed all of the equipment or devices necessary for us to satisfy the gross power rating of the generating facilities, SCE shall return the Yucca Valley East Development Securities to us within thirty days of each facility’s initial operation.

On August 30, 2012 (the “29-Palms North PPAs Effective Date”), our wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, and Coronus 29-Palms North 3 LLC, entered into three PPAs (the “29-Palms North PPAs”) with SCE. The 29-Palms North PPAs relate to our applications for interconnection service and the CREST tariff for three 1.5 MW solar PV power systems (the “29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects”) in respect of the 12kV distribution circuit that feeds the 39.25 acre parcel of vacant land, situated north of Twentynine Palms, in the County of San Bernardino, California (the “29-Palms North Property”), Coronus acquired on May 16, 2011.

The 29-Palms North PPAs are standardized, must-take, full buy/ sell, power purchase agreements, where SCE purchases all of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects’ generation, net of station use. The term of the 29-Palms North PPAs is 20 years. The price SCE pays for the generation shall be premised on the adopted 2011 Market Price Referent, and shall be adjusted according to SCE’s time of delivery periods and energy allocation factors, as scheduled in the 29-Palms North PPAs. Initial operation of the 29-Palms North 1, 29-Palms North 2, and 29-Palms North 3 Projects must be no later than eighteen months from the 29-Palms North PPAs Effective Date. The 29-Palms North PPAs include, but are not limited to, provisions in respect of termination, facility operation, billing and payment, curtailment, and insurance. Additionally, on or before the thirtieth day following the 29-Palms North PPAs Effective Date, we are required to post and maintain development fees (the “29-Palms North Development Securities”) equal to $38,250 per 29-Palms North PPA. If, on or before initial operation, we demonstrate to SCE's satisfaction that we have installed all of the equipment or devices necessary for us to satisfy the gross power rating of the generating facilities, SCE shall return the 29-Palms North Development Securities to us within thirty days of each facility’s initial operation.

We expect to obtain capital through the sale of our common stock, or through the sale of one or more of our solar PV projects under development. There is no assurance we will obtain further PPAs, 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, or that we will be able to raise any capital through the sale of our solar PV projects under development. We believe that capital generated from the sale of our common stock, or through the sale of our solar PV projects under development, will allow us to operate for the next twelve months. Capital raised from the sale of common stock and capital raised from the sale of solar PV projects under development are our only anticipated sources of additional capital.

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 had until December 31, 2013, to deploy the solar PV systems. Under the Solar Power Systems Agreement, Coronus was 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 was 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 was 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.


 
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On August 15, 2012, we amended the Solar Power Systems Agreement (the “Amended Solar Power Systems Agreement”). Under the Amended Solar Power Systems Agreement, the provision of Coronus to purchase a total of 21 MW of utility-scale, ground-mount, solar PV power systems from Belectric, for consideration of $76,818,000, exclusive of taxes (the “Original Basic Price”), was modified. Under the Amended Solar Power Systems Agreement, Coronus and Belectric agree to negotiate, in good faith, the purchase price of solar power systems on a per solar power system basis (the “Purchase and Sale Agreements”). The Amended Solar Power Systems Agreement is effective as of August 15, 2012, and shall remain in full force and effect for three years (the “Three Year Term”), but shall expire prior to the Three Year Term provided Coronus and Belectric enter into Purchase and Sale Agreements totaling 100 MW of solar power systems prior to the expiry of the Three Year Term. Further, throughout the term of the Amended Solar Power Systems Agreement, Belectric retains the exclusive right to negotiate Purchase and Sale Agreements with Coronus for solar power systems.

On entering into the original Solar Power Systems Agreement, we paid 15% of the Original Basic Price, or $11,522,700, by way of issuing 10,974,000 shares (the “Original Payment Shares”) of our common stock to Belectric, at a deemed price of $1.05 per share. Under the Amended Solar Power Systems Agreement, as additional purchase and sale consideration, Belectric kept 1,097,400 of the Original Payment Shares. Accordingly, 9,876,600 of the Original Payment Shares were cancelled on August 15, 2012. Prior to the cancellation of the 9,876,600 shares, we had 27,096,086 shares of common stock issued and outstanding. Following the cancellation of the 9,876,600 shares, we now have 17,219,486 shares of common stock issued and outstanding.

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 are currently assessing alternative uses for this parcel, including a 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 in respect of the 12kV distribution circuit that feeds this parcel. To date, we have obtained interconnection study results for three systems, and have entered into three separate PPAs with SCE, under the CREST tariff, in respect of these three systems (see the 29-Palms North PPAs above).

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 are currently assessing alternative uses for this parcel, including a 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 was $200,000. Coronus agreed to pay $30,000, with Sal, Alfred and Frances Gonzalez agreeing to carry back the balance amount of $170,000 for three years at 6.5% per annum interest, with monthly payments of interest only. On June 30, 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.

 
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On September 23, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Adelanto West Agreement”) to acquire a 40 acre parcel of vacant land, situated in the City of Adelanto, County of San Bernardino, California, from Zacarias and Elisa Ramirez. The purchase price was $400,000. Coronus agreed to pay $165,000, with Zacarias and Elisa Ramirez agreeing to carry back the balance amount of $235,000 for three years at 6.5% per annum interest, with monthly payments of interest only. On April 19, 2012, 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 October 9, 2011, Coronus entered into a Vacant Land Purchase Agreement (the “Yucca Valley East Agreement”) to acquire a 34.07 acre parcel of vacant land, situated east of Yucca Valley, in the County of San Bernardino, California, from Peter and Ann Wellington. The purchase price was $170,000. Coronus agreed to pay $34,000, with Peter and Ann Wellington agreeing to carry back the balance amount of $136,000 for two years at 6.5% per annum interest, with monthly payments of interest only. On August 17, 2012, 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. To date, we have obtained interconnection study results for two systems, and have entered into two separate PPAs with SCE, under the CREST tariff, in respect of these two systems (see the Yucca Valley East PPAs above).

On April 25, 2012, Coronus entered into a Vacant Land Purchase Agreement (the “Phelan South Agreement”) to acquire a 40 acre parcel of vacant land, situated in Phelan, an unincorporated community in the County of San Bernardino, California, from Lora Steinmann. The purchase price is $350,000, all cash. Coronus deposited $1,000 into escrow and agrees to deposit an additional $349,000 within sufficient time to close escrow. Initially, close of escrow was August 15, 2012, but was extended to March 15, 2013. Under the Phelan South Agreement, Ms. Steinmann agrees to include, and transfer to Coronus, one share of Sheep Creek Water Co. Additionally, on closing, Coronus agrees to pay the realtor commission of $5,000. Initially, the Phelan South Agreement was subject to Coronus’ Board of Director approval on or before July 31, 2012, but this approval was extended to on or before February 28, 2013. Effective September 6, 2012, Coronus is now required to make the following, non-refundable payments, separate from the purchase price, to Lora Steinmann:

September 30, 2012 - $1,726
October 31, 2012 - $1,784
November 30, 2012 - $1,726
December 31, 2012 - $1,784
January 31, 2013 - $1,784
February 28, 2013 - $1,611
March 15, 2013 - $863

Under the CPUC’s current feed-in tariff 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.

On February 2, 2012, we conducted a non-brokered private placement, issuing a senior secured, convertible promissory note (the “Adair Note”) and transferrable warrant (the “Adair Warrant”) to Russell Adair, for proceeds of CAD$50,000. The Adair Note matured on February 2, 2013 and bore interest at an annual rate of 12%, payable in cash at maturity, prepayment or conversion. At or before maturity, the Adair Note and any accrued interest were convertible at the holder’s option into shares of our common stock, at a price of CAD$0.60 per share. On April 20, 2012, we repaid Mr. Adair, in full, the CAD$50,000 in principal and CAD$1,282.20 in interest owning against the Adair Note. The Adair Warrant entitles the holder thereof to purchase an aggregate of 83,333 shares of our common stock at an exercise price of CAD$0.75 for a period of five years. Mr. Adair continues to hold the Adair Warrant.

 
-40-



On February 23, 2012, we conducted a non-brokered private placement, issuing a senior secured, convertible promissory note (the “Zakaib Note”) and transferrable warrant (the “Zakaib Warrant”) to Frank Zakaib, for proceeds of CAD$50,000. The Zakaib Note matured on February 2, 2013 and bore interest at an annual rate of 12%, payable in cash at maturity, prepayment or conversion. At or before maturity, the Zakaib Note and any accrued interest were convertible at the holder’s option into shares of our common stock, at a price of CAD$0.60 per share. On April 20, 2012, we repaid Mr. Zakaib, in full, the CAD$50,000 in principal and CAD$936.99 in interest owning against the Zakaib Note. The Zakaib Warrant entitles the holder thereof to purchase an aggregate of 83,333 shares of our common stock at an exercise price of CAD$0.75 for a period of five years. Mr. Zakaib continues to hold the Zakaib Warrant.

On August 10, 2012, we conducted a non-brokered private placement, issuing a senior secured, promissory note (the “Singleton Note”) to Trevor Singleton, for proceeds of CAD$40,000. The Singleton Note was secured by a first priority security interest in all of our assets, including those of our wholly-owned subsidiary, Coronus. The Singleton Note was due on demand and bore interest at an annual rate of 12%, payable in cash at redemption. On September 10, 2012, we repaid Mr. Singleton, in full, the CAD$40,000 in principal and CAD$407.67 in interest owning against the Singleton Note.

As a consequence of shareholder loans, we were indebted to our principal executive officer, who serves also as a director, in the amount of $243,288, inclusive of interest, through March 31, 2012. As of March 31, 2010, the loans were interest free, unsecured and due on demand. Effective April 1, 2010, the aggregate loan accrued interest at the annual rate of 4%. At March 31, 2012, the Company had accrued interest payable of $17,991 on the shareholder loan. As in the past, the loan was unsecured and due on demand. 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 forgave this salary when due, and had done so for the past five years. Effective October 1, 2011, this salary now accrued. In addition to the above, at March 31, 2012, included in accounts payable, CAD$1,189 was owed to our principal executive officer for out-of-pocket expenses. This amount remained payable and did not accrue interest. This amount was not reflected in the shareholder loans described above.

Our principal executive officer had verbally agreed to not seek repayment of the shareholder loans, salary, or out-of-pocket expenses until such time as we were 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 had raised sufficient capital to eliminate our working capital deficiency. The proceeds from the Solar PV Asset Sale Agreement with Sycamore eliminated our working capital deficiency. Accordingly, on April 18, 2012, we repaid, in full, the shareholder loan, as at April 18, 2012, and interest outstanding, as at April 18, 2012. Additionally, we repaid, in full, the out-of-pocket expenses outstanding, as at April 18, 2012. As a result, on April 18, 2012, we repaid our principal executive officer CAD$237,780 and USD $7,021. Additionally, but for six months of accrued salary, we now paid our principal executive officer’s salary when due. On September 11, 2012, we paid our principal executive officer, in full, the six months of accrued salary (CAD$48,000). As of the date of this report, we are no longer indebted to our principal executive officer.

As of June 30, 2012, our total current assets were $176,993 and our total current liabilities were $172,695 resulting in a working capital surplus of $4,298.

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 2012 Form 10-K, except for the newly adopted accounting policies as disclosed in the interim financial statements.


 
-41-



ITEM 3.          QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 4.          CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Principal Executive Officer and Principal Financial Officer have concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.


PART II. – OTHER INFORMATION
ITEM 1A.       RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 6.          EXHIBITS.

   
Incorporated by reference
Filed
Exhibit
Document Description
Form
Date
Number
herewith
3.1
Articles of Incorporation.
10-K/A-2
12/10/10
3.1
 
 
         
3.2
Bylaws.
S-1
11/07/08
3.2
 
 
         
3.3
Amended Articles of Incorporation (8/13/2002).
S-1
11/07/08
3.3
 
 
         
3.4
Amended Articles of Incorporation (8/26/2002).
S-1
11/07/08
3.4
 
 
         
3.5
Amended Articles of Incorporation (9/20/2002).
S-1
11/07/08
3.5
 
 
         
3.6
Amended Articles of Incorporation (11/03/2009).
8-K
11/06/09
3.1
 
 
         
4.1
Specimen Stock Certificate.
S-1
11/07/08
4.1
 
 
         
10.1
Engagement Letter - Jefferson Thachuk (5/15/2007).
S-1
11/07/08
10.1
 
 
         
10.2
Engagement Letter - Jefferson Thachuk (6/12/2008).
S-1
11/07/08
10.2
 
 
         
10.3
Engagement Letter - Jefferson Thachuk (8/21/2008).
S-1
11/07/08
10.3
 
 
         
10.4
Engagement Letter - Raven Kopelman.
S-1
11/07/08
10.4
 
 
         
10.5
Engagement Letter - John Omielan: (3/15/2007).
S-1
11/07/08
10.5
 
 
         
10.6
Engagement Letter - John Omielan: (1/04/2008).
S-1
11/07/08
10.6
 
 
         
10.7
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
10.7
 
 
         
10.8
Escrow Agreement between Insightfulmind Learning, Inc., Mark Burgert
and Jefferson Thachuk.
8-K
11/06/09
10.1
 

 
-42-



10.9
Loan Agreement with Jefferson Thachuk.
10-K/A
12/10/10
10.1
 
 
         
10.10
Vacant Land Purchase Agreement – VIDAL.
10-Q/A-1
12/10/10
10.10
 
 
         
10.11
Vacant Land Purchase Agreement – TWENTYNINE PALMS.
10-Q/A-1
12/10/10
10.11
 
 
         
10.12
Stock Option Plan dated November 23, 2010.
POS AM
12/30/10
10.12
 
 
         
10.13
Vacant Land Purchase Agreement – VIDAL (December 19, 2010 Addendum).
POS AM
12/30/10
10.13
 
 
         
10.14
Vacant Land Purchase Agreement – TWENTYNINE PALMS
(December 21, 2010 Addendum).
POS AM
12/30/10
10.14
 
 
         
10.15
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH.
10-Q
2/14/11
10.15
 
 
         
10.16
Vacant Land Purchase Agreement – NEWBERRY SPRINGS.
10-Q
2/14/11
10.16
 
 
         
10.17
Vacant Land Purchase Agreement – VIDAL (January 27, 2011 Addendum).
10-Q
2/14/11
10.17
   
 
           
10.18
Solar Power Systems Agreement.
8-K
4/01/11
10.1
   
 
           
10.19
SIS/FAS Study Agreement for Coronus 29 - PALMS NORTH 1.
8-K
6/21/11
10.1
   
 
           
10.20
SIS/FAS Study Agreement for Coronus 29-PALMS NORTH 2.
8-K
6/21/11
10.2
   
 
           
10.21
VIDAL Agreement Cancellation Instructions.
8-K
6/21/11
10.3
   
 
           
10.22
Installment Note – TWENTYNINE PALMS NORTH.
10-K
6/24/11
10.22
   
 
           
10.23
Vacant Land Purchase Agreement – TWENTYNINE PALMS
(February 17, 2011 Addendum).
10-K
6/24/11
10.23
   
 
           
10.24
Vacant Land Purchase Agreement – NEWBERRY SPRINGS
(February 22, 2011 Addendum).
10-K
6/24/11
10.24
   
 
           
10.25
Vacant Land Purchase Agreement – VIDAL (February 22, 2011 Addendum).
10-K
6/24/11
10.25
   
 
           
10.26
Installment Note – NEWBERRY SPRINGS.
10-K
6/24/11
10.26
   
 
           
10.27
Vacant Land Purchase Agreement – VIDAL (March 14, 2011 Addendum).
10-K
6/24/11
10.27
   
 
           
10.28
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH
(March 15, 2011 Addendum).
10-K
6/24/11
10.28
   
 
           
10.29
Vacant Land Purchase Agreement – TWENTYNINE PALMS NORTH
(April 14, 2011 Addendum).
10-K
6/24/11
10.29
   
 
           
10.30
Vacant Land Purchase Agreement – VIDAL (April 14, 2011 Addendum).
10-K
6/24/11
10.30
   
 
           
10.31
Vacant Land Purchase Agreement – JOSHUA TREE EAST.
10-K
6/24/11
10.31
   
 
           
10.32
Vacant Land Purchase Agreement – VIDAL (May 15, 2011 Addendum).
10-K
6/24/11
10.32
   
 
           
10.33
Engagement Letter - Jefferson Thachuk (May 31, 2011).
10-K
6/24/11
10.33
   
 
           
10.34
Vacant Land Purchase Agreement – JOSHUA TREE EAST
(June 3, 2011 Addendum).
10-K
6/24/11
10.34
   
 
           
10.35
Loan Agreement with Jefferson Thachuk (June 20, 2011 Addendum).
10-K
6/24/11
10.35
   
 
           
10.36
SCG Advisory Agreement.
8-K
8/10/11
10.1
   
 
           
10.37
Installment Note – JOSHUA TREE EAST.
10-Q
11/14/11
10.37
   
 
           
10.38
Vacant Land Purchase Agreement – PHELAN EAST.
10-Q
11/14/11
10.38
   

 
-43-



10.39
Cancellation Instructions – PHELAN EAST.
10-Q
11/14/11
10.39
 
 
         
10.40
Vacant Land Purchase Agreement – ADELANTO WEST.
10-Q
11/14/11
10.40
 
 
         
10.41
Vacant Land Purchase Agreement – APPLE VALLEY EAST.
10-Q
11/14/11
10.41
 
 
         
10.42
Vacant Land Purchase Agreement – YUCCA VALLEY EAST.
10-Q
11/14/11
10.42
 
 
         
10.43
Vacant Land Purchase Agreement – OAK HILLS SOUTH.
10-Q
11/14/11
10.43
 
 
         
10.44
Loan Agreement with Jefferson Thachuk (October 26, 2011 Addendum).
10-Q
11/14/11
10.44
 
 
         
10.45
Vacant Land Purchase Agreement – HESPERIA WEST.
10-Q
11/14/11
10.45
 
 
         
10.46
Loan Agreement with Jefferson Thachuk (February 8, 2012 Addendum).
10-Q
2/15/11
10.46
 
 
         
10.47
SCG Advisory Agreement – (December 8, 2011 Addendum).
10-Q
2/15/11
10.47
 
 
         
10.48
System Impact Study Agreement – CORONUS HESPERIA WEST 2.
10-Q
2/15/11
10.48
 
 
         
10.49
System Impact Study Agreement – CORONUS YUCCA VALEY EAST 1.
10-Q
2/15/11
10.49
 
 
         
10.50
System Impact Study Agreement – CORONUS YUCCA VALLEY EAST 2.
10-Q
2/15/11
10.50
 
 
         
10.51
Vacant Land Purchase Agreement – ADELANTO WEST
(November 17, 2011 Addendum).
10-Q
2/15/11
10.51
 
 
         
10.52
Vacant Land Purchase Agreement – ADELANTO WEST
(January 11, 2012 Addendum).
10-Q
2/15/11
10.52
 
 
         
10.53
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(November 30, 2011 Addendum).
10-Q
2/15/11
10.53
 
 
         
10.54
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(January 6, 2012 Addendum).
10-Q
2/15/11
10.54
 
 
         
10.55
Vacant Land Purchase Agreement – HESPERIA WEST (Commission Agreement).
10-Q
2/15/11
10.55
 
 
         
10.56
Vacant Land Purchase Agreement – HESPERIA WEST
(December 13, 2011 Addendum).
10-Q
2/15/11
10.56
 
 
         
10.57
Vacant Land Purchase Agreement – HESPERIA WEST
(January 14, 2012 Addendum).
10-Q
2/15/11
10.57
 
 
         
10.58
Vacant Land Purchase Agreement – HESPERIA WEST
(February 2, 2012 Addendum).
10-Q
2/15/11
10.58
 
 
         
10.59
Vacant Land Purchase Agreement – OAK HILLS SOUTH
(December 15, 2011 Addendum)
10-Q
2/15/11
10.59
 
 
         
10.60
Vacant Land Purchase Agreement – OAK HILLS SOUTH
(January 18, 2012 Addendum).
10-Q
2/15/11
10.60
 
 
         
10.61
Cancellation Instructions – OAK HILLS SOUTH.
10-Q
2/15/11
10.61
 
 
         
10.62
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(Commission Agreement).
10-Q
2/15/11
10.62
 
 
         
10.63
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(December 3, 2011 Addendum).
10-Q
2/15/11
10.63
 
 
         
10.64
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(January 6, 2012 Addendum).
10-Q
2/15/11
10.64
 
 
         
10.65
Secured Convertible Promissory Note – Russell Adair (February 2, 2012).
10-Q
2/15/11
10.65
 

 
-44-



10.66
Warrant – Russell Adair (February 2, 2012).
10-Q
2/15/11
10.66
 
 
         
10.67
Vacant Land Purchase Agreement – ADELANTO WEST
(February 2, 2012 Addendum).
10-K
6/29/12
10.67
 
 
         
10.68
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(February 2, 2012 Addendum).
10-K
6/29/12
10.68
 
 
         
10.69
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(February 2, 2012 Addendum).
10-K
6/29/12
10.69
 
 
         
10.70
Vacant Land Purchase Agreement – HESPERIA WEST
(February 16, 2012 Addendum).
10-K
6/29/12
10.70
 
 
         
10.71
System Impact Study Agreement – JOSHUA TREE EAST 1.
10-K
6/29/12
10.71
 
 
         
10.72
System Impact Study Agreement – JOSHUA TREE EAST 2.
10-K
6/29/12
10.72
 
 
         
10.73
System Impact Study Agreement – JOSHUA TREE EAST 3.
10-K
6/29/12
10.73
 
 
         
10.74
Secured Convertible Promissory Note – Frank Zakaib (February 23, 2012).
10-K
6/29/12
10.74
 
 
         
10.75
Warrant – Frank Zakaib (February 23, 2012).
10-K
6/29/12
10.75
 
 
         
10.76
Consent Agreement.
10-K
6/29/12
10.76
 
 
         
10.77
System Impact Study Agreement – 29-PALMS NORTH 3.
10-K
6/29/12
10.77
 
 
         
10.78
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(February 29, 2012 Addendum).
10-K
6/29/12
10.78
 
 
         
10.79
Vacant Land Purchase Agreement – ADELANTO WEST
(March 5, 2012 Addendum).
10-K
6/29/12
10.79
 
 
         
10.80
Vacant Land Purchase Agreement – APPLE VALLEY EAST
(March 19, 2012 Addendum).
10-K
6/29/12
10.80
 
 
         
10.81
Power Purchase Agreement – Coronus Hesperia West 1 LLC.
10-K
6/29/12
10.81
 
 
         
10.82
Vacant Land Purchase Agreement – YUCCA VALLEY EAST
(April 4, 2012 Addendum).
10-K
6/29/12
10.82
 
 
         
10.83
Solar Photovoltaic Asset Sale Agreement.
10-K
6/29/12
10.83
 
 
         
10.84
Vacant Land Purchase Agreement – ADELANTO WEST
(April 12, 2012 Addendum).
10-K
6/29/12
10.84
 
 
         
10.85
System Impact Study Agreement – ADELANTO WEST 1.
10-K
6/29/12
10.85