CORONUS SOLAR INC.
1100-1200 West 73rd Avenue
Vancouver, British Columbia V6P 6G5
Tel: (604) 267-7078
October 20, 2010
Mr. Larry Spirgel
Assistant Director
Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549-3561
| | RE: | Coronus Solar Inc. |
| | | Form 10-K for Fiscal Year Ended March 31, 2010 |
| | | File No. 000-53697 |
Dear Mr Spirgel:
In response to your letter of comments dated September 30, 2010, please be advised as follows:
General
| 1. | The cover page has been revised to indicate our common stock is registered under Section 12(g). |
| 2. | The disclosure required by Item 405 of Regulation S-K regarding Section 16(a) has been provided. Please note that because we are a foreign private issuer, we are not subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Reg. 3a12-3(b) of the Exchange Act. |
The Coronus Acquisition
| 3. | The disclosure requested has been provided. |
| 4. | The table requested has been provided. |
| 5. | Disclosure has been provided that Messrs. Thachuk and Burgert have full voting rights and dividend rights in the 9,050,000 shares that were placed in escrow. |
Industry
| 6. | The industry discussion has been revised to focus on our proposed market for solar power in California rather than the global electric power industry. |
Feed-In Tariff Program for Small Generators
| 7. | The disclosure has been balanced as requested. |
Physical Plant
| 8. | The key factors we considered in providing the estimates have been provided. We also revised our cost estimate, based on actual turn-key pricing models we obtained from module manufacturers and system integrators subsequent to the filing of the original 10-K. Prior to this, we relied on extrapolated figures we sourced over the Internet. |
| | Mr. Larry Spirgel |
| | Assistant Director |
| | Securities and Exchange Commission |
| | RE: | Coronus Solar Inc. |
| | | Form 10-K for Fiscal Year Ended March 31, 2010 |
| | | File No. 000-53697 |
| | October 20, 2010 |
| | Page 2 |
Item 4. Submission of Matters to a Vote of Security Holders
| 9. | Because we are a foreign private issuer, we are not subject to the provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). See Reg. 3a12-3(b) of the Exchange Act. |
Item 10. Directors, Executive Officers and Corporate Governance
| 10. | The biographical information has been expanded as requested. |
Involvement in Certain Legal Proceedings
| 11. | The disclosure has been expanded to cover the last ten years. As a result, certain legal proceedings against Mark Burgert and I have been included in the disclosure. |
Item 11. Executive Compensation
| 12. | The option awards listed in column (f) were computed in accordance with FASB ASC Topic 718. Footnote disclosure required by Instruction 1 to Item 402(n)(2)(vi) of Regulation S-K has been provided. |
| 13. | The disclosure has been revised to reflect (through the reconciliation of any inconsistencies) the employment agreements with Messrs. Thachuk and Kopelman. |
Item 12. Security Ownership of Certain Beneficial Holders
| 14. | The beneficial ownership amounts of certain options have been included as requested. |
| 15. | Disclosure has been provided that the 4,250,000 shares owned by Messrs. Thachuk and Burgert are held in escrow and the material terms thereof have been provided. |
Item 13. Certain Relationships and Related Party Transactions
| 16. | The agreement evidencing the loans from Mr. Thachuk has been filed as an exhibit to this amendment. |
Item 15. Exhibits and Financial Statement Schedules
| 17. | A complete set of amended articles of incorporation have been filed with this amendment. |
| | Mr. Larry Spirgel |
| | Assistant Director |
| | Securities and Exchange Commission |
| | RE: | Coronus Solar Inc. |
| | | Form 10-K for Fiscal Year Ended March 31, 2010 |
| | | File No. 000-53697 |
| | October 20, 2010 |
| | Page 3 |
Signatures
| 18. | The required signature page has been provided. |
Further, please be advised that Coronus Solar Inc. (the “Company”) is responsible for the adequacy and accuracy of the disclosure in the filing; staff comments or changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and, the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
| | Yours truly, |
| | |
| | CORONUS SOLAR INC. |
| | | |
| | | |
| | BY: | JEFF THACHUK |
| | | Jeff Thachuk, President |
