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CRNSF > SEC Filings for CRNSF > Form 10-K on 2-Jul-2013All Recent SEC Filings

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Form 10-K for CORONUS SOLAR INC.


2-Jul-2013

Annual Report


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

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

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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 four 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.

Regulatory Risk

On June 12, 2013, the San Bernardino County Board of Supervisors approved a 45-day temporary moratorium on approval of commercial solar energy generation projects. The moratorium does not apply to applications deemed complete before the date of adoption of the ordinance. The purpose of the moratorium is to prevent establishment of commercial solar energy generation projects that may be incompatible with existing land uses, while the County contemplate potential amendments to the Development Code for the purpose of ensuring and enhancing compatibility between solar energy generation projects and surrounding land uses. The moratorium may be extended by further action of the Board of Supervisors, initially for ten months and 15 days and then again for one year. Coronus projects 29-Palms North, Yucca Valley East, Joshua Tree East, and Apple Valley East are subject to the moratorium. Coronus project Adelanto West is not. There is no assurance the outcome of the moratorium, or delay arising therefrom, will not materially and adversely affect those Coronus projects subject to the moratorium.

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 called 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 was SCE's allocation of the feed-in tariff.

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 five interconnection agreements for five
1.5 MW solar PV power systems sited on this parcel. Additionally, we are preparing and applying for permits, to the County of San Bernardino, to build the solar PV power systems. To date, we have obtained interconnection study results for the five systems, and have entered into five separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Joshua Tree East PPAs below).

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 two interconnection agreements for two 1.5 MW solar PV power systems sited on this parcel. Additionally, we are preparing and applying for permits, to the City of Adelanto, to build the solar PV power systems. To date, we have obtained interconnection study results for the two systems, and have entered into two separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Adelanto West PPAs below).

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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 three interconnection agreements for three 1.5 MW solar PV power systems sited on this parcel. Additionally, we are preparing and applying for permits, to the County of San Bernardino, to build the solar PV power systems. To date, we have obtained interconnection study results for the three systems, and have entered into three separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Yucca Valley East PPAs below).

On December 28, 2012, Coronus completed the Vacant Land Purchase Agreement (the "29-Palms North Re-Site Agreement"), which Coronus entered into on December 6, 2012. Under the 29-Palms North Re-Site Agreement, Coronus acquired a 160 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 three interconnection agreements for three 1.5 MW solar PV power systems sited on this parcel. Additionally, we are preparing and applying for permits, to the County of San Bernardino, to build the solar PV power systems. To date, we have obtained interconnection study results for the three systems, and have entered into three separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the 29-Palms North PPAs below).

On January 7, 2013, Coronus completed the Vacant Land Purchase Agreement [the "Apple Valley East Re-Site Agreement (Nguyen)"], which Coronus entered into on December 8, 2012. Under the Apple Valley East Re-Site Agreement (Nguyen), Coronus acquired a 14.78 acre parcel of vacant land, situated east of Apple Valley, in the County of San Bernardino, California. Additionally, on March 5, 2013, Coronus completed the Vacant Land Purchase Agreement [the "Apple Valley East Re-Site Agreement (McGee)"], which Coronus entered into on February 8, 2013. Under the Apple Valley East Re-Site Agreement (McGee), Coronus acquired the 8.91 acre parcel of vacant land, situated adjacent to the 14.78 acre parcel. At this point in time, we are pursuing two interconnection agreements for two
1.5 MW solar PV power systems sited on these two adjacent parcels. Additionally, we are preparing and applying for permits, to the County of San Bernardino, to build the solar PV power systems. To date, we have obtained interconnection study results for the two systems, and have entered into two separate PPAs with SCE, under the CREST tariff, in respect of these systems (see the Apple Valley East PPAs below).

On December 20, 2012, Coronus and Coronus' wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, Coronus 29-Palms North 3 LLC, Coronus Yucca Valley East 1 LLC, Coronus Yucca Valley East 2 LLC, Coronus Yucca Valley East 3 LLC, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, Coronus Joshua Tree East 5 LLC, Coronus Apple Valley East 1 LLC, Coronus Apple Valley East 2 LLC, Coronus Adelanto West 1 LLC, and Coronus Adelanto West 2 LLC (collectively the "Project Companies"), conducted a non-brokered private placement, issuing a senior secured, promissory note (the "Note") to one investor, Clean Focus Financing Company, LP ("Clean Focus"), for proceeds of up to $4,000,000 (the "Loan") (see below).

Pursuant to a schedule of draw dates and amounts, Coronus was to request advances, in whole or in part, of up to the maximum amount of the Loan (each an "Advance"). The Note is due on the earlier of i) 31 days after the total Advances equal $4,000,000.00 or ii) July 31, 2013 (the "Maturity Date"). The Note bears interest at an annual rate of 6%, and such interest shall accrue until the Maturity Date. Originally, on or before the Maturity Date, pursuant to the terms of a stock purchase agreement, yet to be drafted, we were to transfer 100% ownership of Coronus and the Project Companies to Clean Focus or designee. Upon the transfer, all then outstanding Advances under the Loan, together with all accrued but unpaid interest, was either to be converted into capital contributions by Clean Focus or assumed as part of the stock purchase price. If the stock purchase did not occur on or before the Maturity Date, then the unpaid principal balance of the Note outstanding on the Maturity Date, together with all accrued and unpaid interest on the principal balance was to be due and payable on the Maturity Date. On May 3, 2013, the parties agreed that the terms of a stock purchase agreement could not be agreed on. Accordingly, the unpaid principal balance of the Note as at May 3, 2013, of $3,334,032, together with all accrued and unpaid interest on the principal balance shall be due and payable on the Maturity Date.

We are currently evaluating our options, and are in discussions with various parties, in respect of paying Clean Focus the principal balance of the Note as at May 3, 2013, of $3,334,032, together with all accrued and unpaid interest on the principal balance, on the Maturity Date.

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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

Fiscal Year Ended March 31, 2013 Compared to Fiscal Year Ended March 31, 2012

1. Revenue and Operating Expenses

Amortization, tangible and intangible assets, expense decreased by $2,999 or 42% from $7,221 for the year ended March 31, 2012 to $4,222 for the year ended March 31, 2013. The principal reason for the decrease was that the Business Plan was fully amortized as of October 31, 2012 (see Note 11 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

We incurred $62,122 in amortization, financing costs on promissory note, expense for the year ended March 31, 2013, as compared to no amortization, financing costs on promissory note, expense ($nil) for the year ended March 31, 2012. The $62,122 was the amortized portion of the deferred financing fees for the current period incurred on the issuance of the senior secured promissory note over the life of the note.

We incurred $96,593 in consulting fees expense for the year ended March 31, 2013, as compared to no consulting fees expense ($nil) for the year ended March 31, 2012. This expense relates to 1) the cultural resources assessments and biological habitat assessments we undertook for several properties during the current period, and 2) the Earthlight consultancy [see Note 20(ii) of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K].

Interest on shareholder loan expense decreased by $8,648 or 95% from $9,081 for the year ended March 31, 2012 to $433 for the year ended March 31, 2013. 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 $24,265 or 119% from $20,354 for the year ended March 31, 2012 to $44,619 for the year ended March 31, 2013. The principal reason for the increase is the accrual of the interest owing on the senior secured promissory note in the amount of $38,384 (see Note 17 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

Salaries and wages increased by $12,722 or 15% from $86,601 for the year ended March 31, 2012 to $99,323 for the year ended March 31, 2013. 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.

Travel expense increased by $6,084 or 314% from $1,937 for the year ended March 31, 2012 to $8,021 for the year ended March 31, 2013. The increase was due to increased visits to our portfolio of sites in California.

Feasibility study expense increased by $60,901 or 58% from $104,670 for the year ended March 31, 2012 to $165,571 for the year ended March 31, 2013. The increase was due to the expensed portion of the numerous deposits Coronus paid in the current year to SCE for interconnection studies completed, in part, in the current year.

Foreign exchange loss expense increased by $5,325 or 165% from $3,235 for the year ended March 31, 2012 to $8,560 for the year ended March 31, 2013. The increase was attributable to the fluctuation of the USD/CAD exchange rate.

Write-down of land deposits expense increased by $9,068 or 282% from $3,210 for the year ended March 31, 2012 to $12,278 for the year ended March 31, 2013. The increase in write-down of land deposits expense in the current year is attributable to the cancellation of the Phelan South vacant land purchase agreement. When we cancelled the agreement, we forfeited the land deposits.

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We incurred $658,440 in write-off on construction in progress expense for the year ended March 31, 2013, as compared to no write-off on construction in progress expense ($nil) for the year ended March 31, 2012. Coronus wrote off the balance of $658,440 on March 27, 2013, as the asset is no longer available to Coronus as a consequence of the Mutual Release and Termination Agreement (see Note 10 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

We incurred $86,923 in write-off on discount of convertible notes expense for the year ended March 31, 2013, as compared to no write-off on discount of convertible notes expense ($nil) for the year ended March 31, 2012. 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, and the balance of the discount on issuance of the convertible promissory notes, $80,237, was written off.

We achieved $1,717,024 in gain on sale of assets for the year ended March 31, 2013, as compared to no gain on sale of assets ($nil) for the year ended March 31, 2012. Pursuant to the Solar PV Asset Sale Agreement, we recorded a gain of $1,717,024 in respect of the sale of Coronus Hesperia West 1 LLC and Coronus Hesperia West 2 LLC, pursuant to the Solar PV Asset Sale Agreement (see Note 12 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

2. Assets and Liabilities

Cash and cash equivalents increased by $284,662 or 87,000% from $327 at March 31, 2012 to $284,989 at March 31, 2013. The reason for the increase was the cash gain we recorded in respect of the sale of Coronus Hesperia West 1 LLC and Coronus Hesperia West 2 LLC, pursuant to the Solar PV Asset Sale Agreement (see Note 12 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

Other receivables increased by $33,629 or 3,700% from $900 at March 31, 2012 to $34,529 at March 31, 2013. The principal reasons for the increase were 1) $25,081 in SCE utility study deposit refunds recoverable in the current year, and 2) an increase of $8,548 in HST recoverable in the current year.

Current, prepaid expenses and deposit decreased by $14,483 or 34% from $42,149 at March 31, 2012 to $27,666 at March 31, 2013. At March 31, 2013, we had $25,900 in current, prepaid expenses in relation to utility interconnection studies, as compared to $38,799 in current, prepaid expenses in relation to utility interconnection studies at March 31, 2012 (see Note 7(c) of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

We had no assets held for sale ($nil) at March 31, 2013, 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 March 31, 2013 (see Note 12 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

We had $564,150 in long-term prepaid expenses and deposit at March 31, 2013, as compared to no long-term prepaid expenses and deposit at March 31, 2012. Subsequent to March 31, 2012, Coronus entered into various Power Purchase Agreements ("PPAs") with SCE, and under the PPAs, Coronus has posted with SCE development security fees, as of March 31, 2013, totaling $564,150 (see Note 7(c) of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

We had no construction in progress ($nil) at March 31, 2013, as compared to $6,584,400 at March 31, 2012. $5,925,960 of the decrease was attributable to the stock cancellation on August 15, 2012, as a consequence of the Amended Solar Power Systems Agreement (see Note 10 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K). Coronus wrote off the balance of $658,440 on March 27, 2013, as the asset is no longer available to Coronus as a consequence of the Mutual Release and Termination Agreement (see Note 10 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

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Project assets increased by $3,265,874 or 1,540% from $212,046 at March 31, 2012 to $3,477,920 at March 31, 2013. The reason for the increase, in part, was the acquisition of project related, vacant land in the current year, specifically the acquisitions of Adelanto West, Yucca Valley East, 29-Palms North Re-Site, Apple Valley East Re-Site (Nguyen), and Apple Valley East Re-Site (McGee). The purchase price of Adelanto West, Yucca Valley East, 29-Palms North Re-Site, Apple Valley East Re-Site (Nguyen), and Apple Valley East Re-Site (McGee) were $400,000, $170,000, $400,000, $300,000 and $100,000, respectively. Additionally, subsequent to March 31, 2012, Coronus posted interconnection financial security with SCE, as of March 31, 2013, totaling $1,832,150 (see Note 9 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

We had no intangible asset ($nil) at March 31, 2013, as compared to $4,180 in intangible asset at March 31, 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.

Accounts payable and accrued liabilities decreased by $71,931 or 50% from $144,656 at March 31, 2012 to $72,725 at March 31, 2013. The reason for the decrease was the cash gains we recorded in respect of the sale of Coronus Hesperia West 1 LLC and Coronus Hesperia West 2 LLC, pursuant to the Solar PV Asset Sale Agreement (see Note 12 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K). We used the proceeds from the two sales, in part, to pay accounts and settle liabilities.

We had no loan from a shareholder ($nil) at March 31, 2013, 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 Coronus Hesperia West 1 LLC, pursuant to the Solar PV Asset Sale Agreement, to repay, in full, the shareholder loan.

We had no convertible notes payable ($nil) at March 31, 2013, 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%. . On April 20, 2012, we repaid the notes, in full, inclusive of interest.

We had $2,902,100 in senior secured promissory note at March 31, 2013, as compared to no senior secured promissory note ($nil) at March 31, 2012. On December 20, 2012, Coronus and Coronus' wholly-owned subsidiaries, Coronus 29-Palms North 1 LLC, Coronus 29-Palms North 2 LLC, Coronus 29-Palms North 3 LLC, Coronus Yucca Valley East 1 LLC, Coronus Yucca Valley East 2 LLC, Coronus Yucca Valley East 3 LLC, Coronus Joshua Tree East 1 LLC, Coronus Joshua Tree East 2 LLC, Coronus Joshua Tree East 3 LLC, Coronus Joshua Tree East 4 LLC, Coronus Joshua Tree East 5 LLC, Coronus Apple Valley East 1 LLC, Coronus Apple Valley East 2 LLC, Coronus Adelanto West 1 LLC, and Coronus Adelanto West 2 LLC conducted a non-brokered private placement, issuing a senior secured, promissory note to one investor, Clean Focus, for proceeds of up to $4,000,000 (the "Loan"). Pursuant to a schedule of draw dates and amounts, Coronus may request advances, in whole or in part, of up to the maximum amount of the Loan (each an "Advance"). As at March 31, 2013, Coronus had received advances of $3,001,626 (see Note 17 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

Current notes payable increased by $194,984 or 526% from $37,100 at March 31, 2012 to $232,084 at March 31, 2013. The increase in current notes payable is related to the 29-Palms North and Apple Valley East Re-Site (Nguyen) vacant land purchases. Under the 29-Palms North 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 was now due within one year, and therefore no longer a long-term liability. Under the Apple Valley East Re-Site (Nguyen) agreement to purchase, the seller agreed to carry back $200,000 of the purchase price for three months at 0% per annum interest. On January 7, 2013, the transaction closed. Accordingly, the note was due within one year, and thus a current liability.

We had no liabilities held for sale ($nil) at March 31, 2013, 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

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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 March 31, 2013 (see Note 12 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

Long term notes payable increased by $376,930 or 187% from $202,084 at March 31, 2012 to $579,014 at March 31, 2013. The increase in notes payable is related to the Adelanto West and Yucca Valley East vacant land purchases. On April 19, 2012, Coronus completed the Adelanto West 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. On August 17, 2012, Coronus completed the Yucca Valley East purchase. Under the agreement to purchase, the seller agreed to carry back $136,000 of the purchase price for two years at 6.5% per annum interest, with monthly payments of interest only.

Share capital decreased by $5,925,960 or 79% from $7,474,452 at March 31, 2012 to $1,548,492 at March 31, 2013. The decrease was attributable to the stock cancellation as a consequence of the Amended Solar Power Systems Agreement (see Note 10 of the Notes to the March 31, 2013 audited Financial Statements, elsewhere in this Form 10-K).

Fiscal Year Ended March 31, 2012 Compared to Fiscal Year Ended March 31, 2011

1. Revenue and Operating Expenses

Interest and bank charges expense increased by $18,474 or 983% from $1,880 for the year ended March 31, 2011 to $20,354 for the year ended March 31, 2012. The principal reason for the increase was that amortization on discount of convertible notes for the year ended March 31, 2012 was $13,684 compared to zero ($nil) amortization on discount of convertible notes for the year ended March 31, 2011. In February, 2012, we issued two convertible promissory notes for CAD$100,000 and 166,666 transferrable warrants for gross proceeds of CAD$100,000. The discount on issuance of the convertible promissory notes is being amortized over the life of the notes. Additionally, $2,405 in interest incurred on the Newberry Springs vacant land purchase installment note contributed to the increase. In the previous year, only $100 was incurred in interest in respect of the Newberry Springs vacant land purchase installment note. Additionally, in the current year, we incurred $1,595 in convertible note interest; whereas, in the previous year, we incurred no ($nil) convertible note interest.

Office and miscellaneous expense increased by $35,702 or 174% from $20,529 for the year ended March 31, 2011 to $56,231 for the year ended March 31, 2012. The reason for the increase was increased filing fees, in addition to a $20,000 expense incurred under the Advisory Agreement with Source Capital Group Inc. In the current year, in respect of filing fees, both EDGAR and Canadian reporting related, we incurred $23,359 in expenses, as compared to $9,179 in the previous year.

Professional fees increased by $13,289 or 19% from $71,123 for the year ended March 31, 2011 to $84,412 for the year ended March 31, 2012. The principal reason for the increase was that in the current year, we incurred $23,000 in legal costs in respect of U.S. tax review of federal renewable energy investment tax credits and grants. In the previous year, we incurred $6,200 in legal costs in respect of U.S. tax review of federal renewable energy investment tax credits and grants.

Salaries and wages increased by $51,181 or 145% from $35,420 for the year ended March 31, 2011 to $86,601 for the year ended March 31, 2012. The reason for the . . .

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