Filed by Automated Filing Services Inc. (604) 609-0244 - ITonis Inc. - Form 10-QSB

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

FORM 10-QSB

[X] Quarterly Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

for the quarterly period ended February 29, 2008

[   ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act of 1934

for the transition period from _____ to _____

Commission File Number: 000-52201

ITONIS INC.
(Exact name of small business issuer as specified in its charter)

NEVADA 26-0881302
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  

Sunny Palace Suite, Xibahe Road, Chaoyang District, Beijing 100028
People’s Republic of China
(Address of principal executive offices)

+8613439671941
Issuer's telephone number

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the past 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. Yes [X]   No [   ]

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest
practicable date. 124,930,223 shares of common stock as of March 28, 2008.

Transitional Small Business Disclosure Format (check one): Yes [   ]   No [X]


ITONIS INC.

Quarterly Report On Form 10-QSB
For The Quarterly Period Ended
February 29, 2008

INDEX

REFERENCES ii
PART I – FINANCIAL INFORMATION 1
  Item 2. Management’s Discussion and Analysis or Plan of Operation 2
  Item 3. Controls and Procedures 8
PART II – OTHER INFORMATION 10
  Item 1. Legal Proceedings 10
  Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 10
  Item 3. Defaults Upon Senior Securities 11
  Item 4. Submission of Matters to a Vote of Securities Holders 11
  Item 5. Other Information 11
  Item 6. Exhibits 11

(i)


FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-QSB contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Forward-looking statements are made, without limitation, in relation to our operating plans, our liquidity and financial condition, availability of funds, operating costs and the market in which we compete. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue”, the negative of such terms or other comparable terminology. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined in this our annual report on Form 10-KSB for the year ended November 30, 2007 that we filed with the SEC under the section entitled “Risk Factors”, and in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.

REFERENCES

As used in this quarterly report: (i) the terms “we”, “us”, “our”, “ITonis” and the “Company” mean ITonis Inc and its subsidiaries, unless the context requires otherwise; (ii) “SEC” refers to the Securities and Exchange Commission; (iii) “Securities Act” refers to the United States Securities Act of 1933, as amended; (iv) “Exchange Act” refers to the United States Securities Exchange Act of 1934, as amended; and (v) all dollar amounts refer to United States dollars unless otherwise indicated.

- ii -


PART I – FINANCIAL INFORMATION

The following unaudited condensed consolidated interim financial statements of ITonis Inc. (the “Company”) are included in this Quarterly Report on Form 10-QSB:

  Page
   
Interim Consolidated Balance Sheets as at February 29, 2008 (unaudited) and November 30, 2007 (audited) F-2
   
Interim Consolidated Statements of Changes in Stockholders’ Equity (Deficiency) for the period from incorporation (July 5, 2005) to February 29, 2008 (Unaudited) F-3
   
Interim Consolidated Statements of Operations for the three months ended February 29, 2008 and 2007 and for the period from incorporation (July 5, 2005) to February 29, 2008 (Unaudited) F-6
   
Interim Consolidated Statements of Cash Flows for the three months ended February 29, 2008 and 2007 and for the period from incorporation (July 5, 2005) to February 29, 2008 (Unaudited) F-7
   
Notes to Interim Consolidated Financial Statements F-8

- 1 -


 

ITONIS INC.

(Formerly Kenshou Inc.)

(A Development Stage Company)

Interim CONSOLIDATED FINANCIAL STATEMENTS
Unaudited

February 29, 2008

US FUNDS

 

F-1



ITonis Inc. Statement 1
(Formerly Kenshou Inc.)  
(A Development Stage Company)  
Interim Consolidated Balance Sheets  
US Funds  

    As at     As at  
    February 29,     November 30,  
    2008     2007  
ASSETS   (Unaudited)     (Audited)  
Current            
     Cash $  131,787   $  4,306  
     Accounts receivable   2,896     -  
     Prepaid expenses   -     654  
     Advance to Pilot Media Joint Venture   150,000     -  
    284,683     4,960  
             
Contract Rights   806,919     -  
Equipment   18,273     19,929  
  $  1,109,875   $  24,889  
             
LIABILITIES            
Current            
     Accounts payable $  729,009   $  793,052  
     Accrued liabilities   83,388     103,927  
     Due to Beijing Tuo Jiang Culture Development Ltd.   150,000     -  
     Due to related parties   214,546     209,195  
    1,176,943     1,106,174  

Going Concern (Note 1)
Commitments (Note 5)

STOCKHOLDERS’ DEFICIENCY            
Capital Stock            
    Preferred stock            
         Authorized:            
                   5,000,000 preferred shares with $0.001 par value            
         Issued and fully paid: Nil   -     -  
     Common stock            
         Authorized:            
             300,000,000 common shares with $0.001 par value            
         Issued, allotted and fully paid:            
                 111,130,223 common shares (73,111,853 –            
                 November 30, 2007)   111,130     73,112  
         Share subscriptions received   62,500     282,500  
         Deposit on acquisition – common stock   (50,000 )   -  
         Additional paid-in capital   4,649,535     2,935,634  
Accumulated Comprehensive Loss   (156,330 )   (105,449 )
Deficit – Accumulated during the development stage   (4,683,903 )   (4,267,082 )
    (67,068 )   (1,081,285 )
                                                                                                                                                          $  1,109,875   $  24,889  

- See Accompanying Notes -

F-2



ITonis Inc. Statement 2
(Formerly Kenshou Inc.)  
(A Development Stage Company)  
Interim Consolidated Statements of Stockholders’ Equity (Deficiency)
US Funds  

                                      Deficit        
                          Deposit on           Accumulated        
              Additional     Share     Acquisition     Accumulated     During the     Total  
  Common Stock     Paid-in     Subscriptions     - Common     Comprehensive     Development     Stockholders’  
  Shares     Amount     Capital     Received     Stock     Loss     Stage     Deficiency  
Founder shares                                              
   issued for cash                                              
   at $0.001 per                                              
   share on July 8,                                              
   2005 750,000    $ 750   $  (250 ) $  -   $  -   $  -   $  -   $  500  
Shares issued for                                              
   cash at $0.007                                              
   per share on                                              
   September 14,                                              
   2005 12,000,000     12,000     68,000     -     -     -     -     80,000  
Shares issued for                                              
   cash at $0.033                                              
   per share on                                              
   November 16,                                              
   2005 4,466,289     4,466     144,410     -     -     -     -     148,876  
Shares issued for                                              
     acquisition of                                              
     software at                                              
     $0.015 per                                              
     share on                                              
     November 16,                                              
     2005 30,000,000     30,000     417,637     -     -     -     -     447,637  
                                               
Loss for the period -     -     -     -     -     -     (566,478 )   (566,478 )
                                               
Balance -                                              
     November 30,                                              
     2005 47,216,289     47,216     629,797     -     -     -     (566,478 )   110,535  
Shares issued for                                              
   acquisition of                                              
   intellectual                                              
   property at                                              
   $0.083 per                                              
   share on                                              
   February 7,                                              
   2006 18,000,000     18,000     1,482,000     -     -     -     -     1,500,000  
Shares issued for                                              
   cash at $0.083                                              
   per share on                                              
   April 10, 2006 2,215,692     2,216     182,425     -     -     -     -     184,641  
Share issued for                                              
   consulting                                              
   services at                                              
   $0.083 per                                              
   share 150,000     150     12,350     -     -     -     -     12,500  
Shares issued for                                              
   cash at $0.083                                              
   per share 1,200,000     1,200     98,800     -     -     -     -     100,000  
Stock-based                                              
   compensation -     -     9,014     -     -     -     -     9,014  
Loss for the period -     -     -     -     -     -     (2,302,278 )   (2,302,278 )
Foreign currency                                              
   translation                                              
   adjustment -     -     -     -     -     (9,420 )   -     (9,420 )
Balance –                                              
     November 30,                                              
     2006 68,781,981     68,782     2,414,386     -     -     (9,420 )   (2,868,756 )   (395,008 )

- See Accompanying Notes -

F-3



ITonis Inc. Statement 2
(Formerly Kenshou Inc.)  
(A Development Stage Company)  
Interim Consolidated Statements of Stockholders’ Equity (Deficiency) - Continued
US Funds  

                                      Deficit        
                          Deposit on           Accumulated        
              Additional     Share     Acquisition     Accumulated     During the     Total  
  Common Stock     Paid-in     Subscriptions     - Common     Comprehensive     Development     Stockholders’  
  Shares     Amount     Capital     Received     Stock     Loss     Stage     Deficiency  
Balance –                                              
     November 30,                                              
     2006 68,781,981     68,782     2,414,386     -     -     (9,420 )   (2,868,756 )   (395,008 )
Shares issued for                                              
     acquisition at                                              
     $0.05 per                                              
     share 1,355,364     1,355     111,592     -     -     -     -     112,947  
Shares issued for                                              
     consulting                                              
     services at                                              
     $0.083 per                                              
     share 600,000     600     49,400     -     -     -     -     50,000  
Shares issued for                                              
     cash at $0.075                                              
     per share 438,208     438     32,428     -     -     -     -     32,866  
Shares issued for                                              
     cash at $0.05                                              
     per share 936,300     937     45,878     -     -     -     -     46,815  
Shares issued for                                              
     cash at $0.25                                              
     per share 1,000,000     1,000     249,000     -     -     -     -     250,000  
Share                                              
     subscriptions                                              
     received -     -     -     282,500     -     -     -     282,500  
Stock-based                                              
     compensation -     -     32,950     -     -     -     -     32,950  
Loss for the                                              
     period -     -     -     -     -     -     (1,398,326 )   (1,398,326 )
Foreign currency                                              
     translation                                              
     adjustment -     -     -     -     -     (96,029 )   -     (96,029 )
Balance –                                              
     November 30,                                              
     2007 (Audited) 73,111,853   $ 73,112   $  2,935,634   $  282,500   $  -   $  (105,449 ) $  (4,267,082 ) $  (1,081,285 )

- See Accompanying Notes -

F-4



ITonis Inc. Statement 2
(Formerly Kenshou Inc.)  
(A Development Stage Company)  
Interim Consolidated Statements of Stockholders’ Equity (Deficiency) - Continued
US Funds  

                                      Deficit        
                          Deposit on           Accumulated        
              Additional     Share     Acquisition     Accumulated     During the     Total  
  Common Stock     Paid-in     Subscriptions     - Common     Comprehensive     Development     Stockholders’  
  Shares     Amount     Capital     Received     Stock     Loss     Stage     Deficiency  
Balance –                                              
   November 30,                                              
   2007 (Audited) 73,111,853   $  73,112   $  2,935,634   $  282,500   $  -   $  (105,449 ) $  (4,267,082 ) $  (1,081,285 )
Shares issued for                                              
   acquisition of                                              
   Beijing Tuo                                              
   Jiang Culture                                              
   Development                                              
   Ltd. at $0.05 per                                              
   share 1,000,000     1,000     49,000     -     -     -     -     50,000  
Shares issued to                                              
   iOcean Media                                              
   Limited for                                              
   acquisition of                                              
   Aquos Media                                              
   Limited at $0.05                                              
   per share 16,138,370     16,138     790,781     -     -     -     -     806,919  
Shares issued for                                              
   cash at $0.05                                              
   per share 2,500,000     2,500     122,500     -     -     -     -     125,000  
Shares issued for                                              
   investor                                              
   relations                                              
   services at                                              
   $0.05 per share 4,000,000     4,000     196,000     -     -     -     -     200,000  
Shares issued for                                              
   debt at $0.10                                              
   per share 1,000,000     1,000     99,000     -     -     -     -     100,000  
Shares issued for                                              
   cash at $0.02                                              
   per share 12,500.000     12,500     237,500     -     -     -     -     250,000  
Shares issued for                                              
   cash at $0.25                                              
   per share 880,000     880     219,120     -     -     -     -     220,000  
Share                                              
   subscriptions                                              
   received -     -     -     (220,000 )   -     -     -     (220,000 )
Deposit on                                              
   acquisition –                                              
   Common Stock -     -     -     -     (50,000 )   -     -     (50,000 )
                                               
Loss for the period -     -     -     -     -     -     (416,821 )   (416,821 )
Foreign currency                                              
   translation                                              
   adjustment -     -     -     -     -     (50,881 )   -     (50,881 )
Balance –                                              
   February 29,                                              
   2008 (Unaudited) 111,130,223   $  111,130   $  4,649,535   $  62,500   $  (50,000 ) $  (156,330 ) $  (4,683,903 ) $  (67,068 )

- See Accompanying Notes -

F-5



ITonis Inc. Statement 3
(Formerly Kenshou Inc.)  
(A Development Stage Company)  
Interim Consolidated Statements of Operations  
US Funds  
(Unaudited)  

                From  
    For the Three     For the Three     Incorporation  
    Months     Months     July 5,  
    Ended     Ended     2005 to  
    February 29,     February 28,     February 29,  
    2008     2007     2008  
Sales $  -   $  160,024   $  231,179  
Cost of Sales   -     116,518     182,856  
    -     43,506     48,323  
General and Administrative                  
       Expenses                  
   Finder’s fees   200,000     -     200,000  
   Consulting   105,847     29,507     426,726  
   Auditing and accounting   51,400     27,236     344,449  
   Office   50,206     5,740     257,703  
   Legal   7,361     2,858     130,670  
   Filing fees   1,758     541     28,887  
   Depreciation   1,656     8,654     54,627  
   Software development costs   -     74,101     726,731  
   Salaries and wages   -     58,024     302,447  
   Rent   -     7,802     74,638  
   Investor relations   -     5,820     24,915  
   Intellectual property   -     -     1,947,637  
   Marketing and distribution   -     -     120,000  
   Stock-based compensation   -     8,528     32,950  
   Bad debts   -           9,789  
   Foreign exchange loss   (1,407 )   (202 )   7,749  
    416,821     228,609     4,689,918  
Loss from Operations   (416,821 )   (185,103 )   (4,641,595 )
                   
   Write down of assets   -     -     (76,234 )
   Other income   -     -     33,926  
Loss for the Year $  (416,821 ) $  (185,103 ) $  (4,683,903 )
                   
Loss per Share – Basic and                  
       Diluted $  (0.00 ) $  (0.00 )      
                   
Weighted Average Shares                  
   Outstanding   83,562,287     69,626,034        
                   
Comprehensive Loss                  
   Loss for the year $  (416,821 ) $  (185,103 ) $  (4,683,903 )
   Foreign currency translation                  
         adjustment   (50,881 )   1,634     (156,330 )
Total Comprehensive Loss                  
       for the Year $  (467,702 ) $  (183,469 ) $  (4,840,233 )
                   
Comprehensive Loss per                  
       Share $  (0.01 ) $  (0.00 )      

- See Accompanying Notes -

F-6



ITonis Inc. Statement 4
(Formerly Kenshou Inc.)  
(A Development Stage Company)  
Interim Consolidated Statements of Cash Flows  
US Funds  
(Unaudited)  

                From  
                Incorporation  
    For the Three     For the Three     July 5,  
    Months Ended     Months Ended     2005 to  
    February 29,     February 28,     February 29,  
    2008     2007     2008  
Operating                  
     Loss for the year $  (416,821 ) $  (185,103 ) $  (4,683,903 )
     Items not involving an outlay of cash:                  
         Bad debts   -     -     9,789  
         Depreciation   1,656     8,654     54,627  
         Stock-based compensation   -     8,528     41,964  
         Shares issued and allotted for services   202,849     9,651     262,500  
         Shares issued for debt   100,000     -     100,000  
         Intellectual property   -     -     1,947,637  
         Write-down of assets   -     -     76,234  
     Changes in non-cash working capital items:                  
         Accounts receivable   (2,896 )   -     (22,249 )
         Prepaid expenses   (2,195 )   (32,762 )   (19,230 )
         Advance to Pilot Media Joint Venture   (150,000 )   -     (150,000 )
         Accounts payable   (64,043 )   213,930     729,009  
         Accrued liabilities   (20,539 )   8,630     83,388  
         Due to Beijing Tuo Jiang Culture Development Ltd.   150,000     -     150,000  
         Due to related parties   5,351     (92,975 )   204,757  
Net cash flows used in operations   (196,638 )   (61,447 )   (1,215,477 )
Investing                  
     Purchase of equipment   -     (51,734 )   (105,404 )
     Advance to Pilot Media Joint Venture   (150,000 )   -     (150,000 )
Net cash flows used in investing activities   (150,000 )   (51,734 )   (255,404 )
Financing                  
     Share issuances for cash   375,000     112,947     1,614,145  
     Due to Beijing Tuo Jiang Culture Development Ltd.   150,000     -     150,000  
Net cash flows from financing activities   525,000     112,947     1,764,145  
                   
Effect of exchange rate translation adjustments   (50,881 )   1,869     (161,477 )
                   
Net Increase (Decrease) in Cash   127,481     1,635     131,787  
       Cash - Beginning of year   4,306     1,571     -  
Cash - End of Year $  131,787   $  3,206   $  131,787  
                   
Income Taxes Paid $  -   $  -   $  -  
Interest Paid $  -   $  -   $  -  
                   
Supplemental Schedule of Non-Cash Investing and                  
Financing Transactions                  
     Shares issued for debt $  100,000   $  -   $  100,000  
     Shares issued for acquisition of Aquos Media Limited $  806,919   $  -   $  806,919  
     Shares issued for acquisition of Beijing Tuo Jiang                  
         Culture Development Ltd. $  50,000   $  -   $  50,000  
     Shares issued for intellectual property $  -   $  -   $  1,947,637  

- See Accompanying Notes -

F-7



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

1.

Organization and Going Concern

   

Organization

   

ITonis Inc. (formerly Kenshou Inc.) (the "Company" or “ITonis”) was incorporated on July 5, 2005 as Kenshou Inc. under the laws of the State of Nevada. On December 2, 2005, the Company changed its name to ITonis Inc.

   

As a full service video solution and backend platform service provider, the Company has made a shift in overall corporate strategy to enter into the Chinese market. As a part of this strategy, the Company is no longer advancing funds to ITonis CZ s.r.o., the Company’s wholly owned subsidiary in the Czech Republic. On December 22, 2007, ITonis CZ s.r.o. declared bankruptcy and on January 15, 2008 the bankruptcy was registered in the Commercial Registrar of the Czech Republic.

   

On December 14, 2007, the Company entered into a binding, definitive joint cooperation agreement with Beijing Lushi (SDTV) Pilot Media Co., Ltd. (“Pilot Media”) to establish an online television network platform in the People’s Republic of China (“PRC”). Under the joint cooperation, Pilot Media is responsible for providing the television network platform, assembling the necessary licenses and permits and operational management of the joint cooperation and the Company is responsible for financing, business development and intellectual property.

   

On January 15, 2008 and as amended on March 5, 2008, the Company entered into a binding, definitive share purchase agreement with Niu Zhengping and Wu Jiping, individually for the acquisition of their company, Beijing Tuo Jiang Culture Development Ltd. Under the agreement, the Company must utilize a Chinese subsidiary to operate in the PRC. Consideration for the acquisition is 1,000,000 shares of the Company’s common stock and $610,000. The shares defined under this agreement were issued on January 22, 2008. On March 12, 2008, the Company paid $50,000 in partial payment.

   

On January 29, 2008, the Company issued 16,138,370 shares at $0.05 per share in a share purchase agreement with iOcean Media Limited (“iOcean”) and Aquos Media Limited (“Aquos”), under which 100% of the outstanding shares of Aquos were acquired for the purpose of conducting television over the Internet in the PRC. Prior to the acquisition, iOcean, on behalf of its wholly owned subsidiary, Aquos, entered into a letter of intent with Shangdong TV in August, 2007 for the contract rights to create a joint cooperation for a national online television (“IPTV”) platform in the PRC. With its acquisition of Aquos from iOcean, the Company assumed those rights to partially satisfy the obligation under the Company’s definitive Joint Cooperation Agreement with Shangdong's subsidiary, Pilot Media, entered into on December 14, 2007.

   

Going Concern and Liquidity Considerations

   

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As at February 29, 2008, the Company has a working capital deficiency of $892,260 an accumulated deficit of $4,683,903 and has incurred an accumulated operating cash flow deficit of $1,215,477 since incorporation. The Company intends to continue funding operations through sales, debt, and equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next fiscal year.

F-8



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

1.

Organization and Going Concern - Continued

   

Going Concern and Liquidity Considerations - Continued

   

These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty except that the assets of ITonis CZ s.r.o. have been recorded at liquidation value resulting in a write down of assets totalling $76,234.

   

Thereafter, the Company will be required to seek additional funds, either through sales, debt, and/or equity financing, to finance its long-term operations. The successful outcome of future activities cannot be determined at this time, and there is no assurance that, if achieved, the Company will have sufficient funds to execute its intended business plan or generate positive operating results. In response to these conditions, management intends to raise additional funds through future debt agreement and private placement offerings.

   
   
2.

Significant Accounting Policies

   

Basis of Consolidation

   

On January 4, 2006 the Company incorporated a wholly owned subsidiary in the Czech Republic named ITonis CZ s.r.o. (“ITonis CZ”) for the purposes of operating the Company’s development offices. On January 29, 2008, the Company acquired 100% of the outstanding shares of Aquos Media Limited for the purpose of conducting television over the Internet in the PRC. The primary asset is the contact rights that allow the Company to partially satisfy the obligation under the Company’s definitive Joint Cooperation Agreement with Pilot Media, These consolidated financial statements include the accounts of these companies since their respective incorporation and acquisition dates. All intercompany balances and transactions have been eliminated.

   

Basis of Presentation

   

The accompanying unaudited interim consolidated financial statements have been prepared as at February 28, 2008 and for the three month period then ended, in accordance with accounting principles generally accepted in the United States of America relating to the preparation of financial statements for interim periods. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three month period ended February 28, 2008 are not necessarily indicative of the results that may be expected for the year ending November 30, 2008.

   

These interim consolidated financial statements follow the same accounting policies and methods of their application as the most recent annual financial statements. These interim consolidated financial statements should be read in conjunction with the audited interim financial statements of the Company as at November 30, 2007.

F-9



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

2.

Significant Accounting Policies - Continued

   

Recently Adopted Accounting Standards

   

In December 2007, the FASB issued SFAS No. 141 (Revised) “Business Combinations.” SFAS 141 (Revised) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. The guidance will become effective for the fiscal year beginning after December 15, 2008. The Company has not yet evaluated the impact, if any, that SFAS 141R will have on its financial statements. Determination of the ultimate effect of this statement will depend on the Company’s structure at the date of adoption.

   

In December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements”. This Statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. The Company currently has no entities or arrangements that will be affected by the adoption of SFAS 160. However, determination of the ultimate effect of this pronouncement will depend on the Company’s structure at the date of adoption.

   

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (SFAS 159). SFAS 159 allows the Company to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. SFAS 159 is effective for fiscal years beginning after November 15, 2007. The Company is currently evaluating the requirements of SFAS 159 and the potential impact on the Company’s financial statements.

   

In September 2006, the Securities and Exchange Commission issued Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (“SAB 108”), which addresses how to quantify the effect of financial statement errors. The provisions of SAB 108 become effective as of the end of our 2007 fiscal year. The adoption of SAB 108 did not have a material effect on the Company's reported financial position or results of operations.

   

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurement" ("SFAS 157"). The Statement provides guidance for using fair value to measure assets and liabilities. The Statement also expands disclosures about the extent to which companies measure assets and liabilities at fair value, the information used to measure fair value, and the effect of fair value measurement on earnings. This Statement applies under other accounting pronouncements that require or permit fair value measurements. This Statement does not expand the use of fair value measurements in any new circumstances. Under this Statement, fair value refers to the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants in the market in which the entity transacts. SFAS 157 is effective for fiscal years beginning after November 15, 2007. The adoption of SFAS 157 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

F-10



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

2.

Significant Accounting Policies - Continued

Recently Adopted Accounting Standards - Continued

   

In June 2006, the FASB issued FIN. 48, “Accounting for Uncertainty in Income Taxes (an interpretation of FASB Statement No. 109)” (“FIN 48”), which is effective for fiscal years beginning after December 15, 2006. This interpretation was issued to clarify the accounting for uncertainty in income taxes recognized in the financial statements by prescribing a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The Company is currently evaluating the potential impact of FIN 48, but it is not expected to have a material impact on the Company’s financial position, results of operations or cash flows.

   

3.

a)          Contract Rights Details are as follows:


                  Net Book     Net Book  
                  Value     Value  
            Accumulated     February 29,     November 30,  
      Cost     Amortization     2008     2007  
  Contract Rights $  806,919   $  -   $  806,919   $  -  

  b)

Equipment

     
 

Details are as follows:


                  Net Book     Net Book  
                  Value     Value  
            Accumulated     February 29,     November 30,  
      Cost     Depreciation     2008     2007  
  Office equipment and furniture $  21,500   $  (3,227 ) $  18,273   $  19,929  
                           

F-11



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

4.

Software Costs

     

By agreement dated October 1, 2005, the Company acquired from an unrelated party (“Onyx”), the TV Everywhere Technology (“intellectual property”) by issuing 30,000,000 common shares. This resulted in Onyx owning approximately 64% of the Company. The value assigned to the 30,000,000 common shares was $447,637 being the historical cost to Onyx. This is in accordance with SAB Topic 5G as Onyx retained a substantial indirect interest in the technology as at the date of transfer. This amount was expensed, as it does not meet the criteria for capitalization as set out in SFAS No. 86.

     
     
5.

Commitments

     
a)

By agreement dated September 1, 2007, and amendment dated January 2, 2008, the Company entered into an amended three-year Employment Agreement with a director of the Company. In consideration the Company has agreed pay the director an annual salary of $300,000 and to issue to him an aggregate of 25,000,000 shares of our common stock in a combination of option grants and share grants. The option and share grants are to be issued pursuant to separate stock and option grant agreements that have not been executed as of February 29, 2008.

     
b)

By agreement dated September 1, 2007, and amendment dated January 2, 2008, the Company entered into an amended three-year Employment Agreement with a director of the Company. In consideration the Company has agreed pay the director an annual salary of $200,000 and to issue to him an aggregate of 10,000,000 shares of our common stock in a combination of option grants and shares. The option and share grants are to be issued pursuant to separate stock and option grant agreements that have not been executed as of February 29, 2008.

     
c)

On December 14, 2007, the Company entered into a binding, definitive joint cooperation agreement with Beijing Lushi (SDTV) Pilot Media Co., Ltd. (“Pilot Media”) to establish an online television network platform in China. Under the joint cooperation, Pilot Media is responsible for providing the television network platform, assembling the necessary licenses and permits and operational management of the joint cooperation and the Company is responsible for financing, business development and intellectual property. The Company is required to raise $15,000,000 by June 1, 2008, for the implementation of the internet television platform. The Company has operational control of the joint cooperation.  In the current period, the Company advanced $150,000 to the joint venture.

F-12



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

5.

Commitments - Continued

     
d)

On January 15, 2008 and as amended on March 5, 2008, the Company entered into a binding, definitive share purchase agreement with Niu Zhengping and Wu Jiping, individually for the acquisition of their company, Beijing Tuo Jiang Culture Development Ltd. (“Beijing”). Under the agreement, the Company must utilize a Chinese subsidiary to operate in the PRC. Consideration for the acquisition is 1,000,000 shares of the Company’s common stock and $610,000. The shares defined under this agreement were issued on January 22, 2008 at $0.05 per share. On January 25, 2008, Beijing advanced $150,000 on behalf of the Company to the Pilot Media joint venture (Note 5c).  The cash portion will be paid according to the following schedule:


      Amount  
         
  March 15, 2008 $  80,000  
  April 1, 2008   180,000  
  May 1, 2008   50,000  
  June 1, 2008   50,000  
  July 1, 2008   50,000  
  August 1, 2008   50,000  
  September 1, 2008   50,000  
  October 1, 2008   50,000  
  November 1, 2008   50,000  
         
    $  610,000  

   
6.

Segmented Information

   

Details on a geographic basis as at February 29, 2008 are as follows:


      Czech              
      Republic     U.S.A.     Total  
  Assets $  -   $  959,875   $  959,875  
  Revenue $  -   $  -   $  -  
  Loss for the period $  -   $  (416,821 ) $  (416,821 )

Details on a geographic basis as at November 30, 2007 are as follows:

      Czech              
      Republic     U.S.A.     Total  
  Assets $  -   $  24,889   $  24,889  
  Revenue $  206,828   $  -   $  206,828  
  Loss for the year $  (813,212 ) $  (585,114 ) $  (1,398,326 )
                     

F-13



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

7.

Related Party Balances and Transactions

       

Related party transactions not disclosed elsewhere in these financial statements are as follows:

       
a)

During the year ended November 30, 2005, the Company issued 250,000 founder shares to a former director of the Company for cash proceeds of $500.

       
b)

On January 29, 2008, the Company issued 16,138,370 shares to iOcean in exchange for 100% of the shares outstanding of a company with a director in common, Aquos Media Limited, priced at fair market value, $0.05 per share.

       
c)

The amount due to related parties comprises

       
i)

$120,000 of non-interest bearing, due on demand accrued fees owing to a separate company that holds a significant interest in the Company.

       
ii)

$45,756 (860,800 CZK) loan from a former director and officer of the Company. The loan is evidenced by a promissory note, is unsecured and non-interest bearing and payable on demand.

       
iii)

$48,789 (808,058 CZK) of accrued salaries owed to former directors or officers of the Company.

       
d)

During the period ended February 29, 2008, $Nil (February 29, 2007 - $11,263) was paid to two directors in salary.

       
e)

During the period ended February 29, 2008, $120,167 (February 29, 2007 - $Nil) was paid to two directors for consulting fees.

       

These transactions were incurred in the normal course of operations and were measured at the exchange amount of consideration established and agreed to by the related parties.

   

F-14



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

8.

Capital Stock

     
a)

Effective June 15, 2006, the board of directors approved the consolidation of the Company’s issued and outstanding shares of common stock on the basis of one new share of common stock for each old two shares of common stock of the Company. Pursuant to SAB Topic 4c, all common share information presented in these financial statements is retroactively presented on a post-consolidation basis, including all share amounts and per share prices.

     
b)

During the year ended November 30, 2006, the Company entered into a five-month investor relations consulting agreement with an unrelated party for consideration of $12,000 and 150,000 common shares, valued at $12,500.

     
c)

During the year ended November 30, 2006, the Company negotiated a subscription agreement (signed December 12, 2006) with a private investor for the purchase of 1,200,000 shares at $0.083 per share, for total cash proceeds of $100,000 (received October 12, 2006).

     
d)

On December 20, 2006, the Company negotiated a subscription agreement with a private investor for the purchase of 155,364 shares at $0.083 per share, for total cash proceeds of $12,947.

     
e)

On January 12, 2007, the Company negotiated a subscription agreement with a private investor for the purchase of 1,200,000 shares at $0.083 per share for total cash proceeds of $100,000.

     
f)

On February 1, 2007, the Company entered into a consulting agreement with Westport Strategic Partners Inc. to provide investor and public relations services for a total consideration of $100,000 plus the issuance of 600,000 common shares at $0.083 per share. (Note 8o).

     
g)

On March 8, 2007, the board of directors approved the consolidation of the Company’s issued and outstanding shares of common stock on the basis of three new shares of common stock for one share of old common stock of the Company. Pursuant to SAB Topic 4c, all common share information presented in these financial statements is retroactively presented on a post- consolidation basis, including all share amounts and per share prices.

     
h)

On April 11, 2007, the Company negotiated a subscription agreement with a private investor for the purchase of 438,208 shares at $0.075 per share for total cash proceeds of $32,866.

     
i)

On May 18, 2007, the Company negotiated a subscription agreement with a private investor for the purchase of 936,300 shares at $0.050 per share for total cash proceeds of $46,815.

     
j)

On June 11, 2007, the Company issued for cash 1,000,000 restricted units comprised of 1,000,000 shares at $0.25 and 1,000,000 share purchase warrants exercisable at $0.25 expiring on June 11, 2009.

     
k)

In November, 2007, the Company received cash proceeds of $62,500 for a share subscription of 1,250,000 restricted units comprised of 1,250,000 shares at $0.05 and 1,250,000 share purchase warrants exercisable at $0.05 expiring on November 30, 2009. These shares and warrants have not been issued and as such are shown in share subscriptions received.

     
l)

On January 29, 2008, the Company issued 16,138,370 shares to iOcean Media Limited in exchange for 100% of the shares outstanding of a company with a director in common, Aquos Media Limited. The shares are priced at fair market value, $0.05 per share.

     
m)

On January 31, 2008, the Company issued 2,500,000 shares at a price of $0.05 per share for total cash proceeds of $125,000 in a private placement subscription with Karada Ltd.

F-15



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

8.

Capital Stock - Continued

     
n)

On January 31, 2008, the Company issued to Karada Ltd. 4,000,000 common shares at $0.05 per share as full consideration for investor services rendered.

     
o)

On February 5, 2008, the Company issued 1,000,000 shares to Westport Strategic Partners Inc. in satisfaction of a $100,000 liability due on November 30, 2007 (Note 8f).

     
p)

On February 11, 2008, the Company issued shares to a private investor for the purchase of 12,500,000 shares at $0.02 per share for total cash proceeds of $250,000.

     
q)

On February 14, 2008, the Company issued shares to a private investor for the purchase of 880,000 shares at $0.25 per share for total cash proceeds of $220,000.

     
r)

Share Purchase Options

     

The Company has established a share purchase option plan whereby the board of directors may, from time to time, grant options to directors, officers, employees or consultants. Options granted must be exercised no later than ten years from the date of grant or such lesser period as determined by the Company’s board of directors, and are subject to vesting provisions unless the directors of the Company determine otherwise. The exercise price of an option is equal to or greater than 85% of the fair market value of the common stock on the grant date.

     

On June 16, 2006, the Company granted employees of the Company options to purchase up to 1,500,000 common shares of the Company at an exercise price of $0.267 per share on or before June 16, 2009. These options have an estimated value of $30,875 on the grant date.

     

On December 29, 2006, the Company granted employees of the Company options to purchase up to 1,500,000 common shares of the Company at an exercise price of $0.267 per share on or before June 16, 2009. These options had an estimated value of $20,714 on the grant date.

F-16



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

8.

Capital Stock - Continued

     
r)

Share Purchase Options - Continued

     

The following is a summary of option activities during the periods ended February 29, 2008 and November 30, 2007:


            Weighted  
            average  
      Number of     exercise  
      options     price  
               
  Outstanding and exercisable at December 1, 2006   1,500,000   $  0.267  
               
  Granted   1,500,000     0.267  
  Exercised   -     -  
  Expired / Cancelled   -     -  
               
  Outstanding and exercisable at November 30, 2007   3,000,000   $  0.267  
               
  Outstanding and exercisable at December 1, 2007   3,000,000   $  0.267  
               
  Granted   -     -  
  Exercised   -     -  
  Expired / Cancelled   3,000,000     0.267  
               
  Outstanding and exercisable at February 29, 2008   -   $  -  

The options granted during the periods ended February 29, 2008 and November 30, 2007 were valued using the Black-Scholes option pricing model with the following assumptions:

      2008     2007  
  Expected dividend yield   -     0.00%  
  Expected stock price volatility   -     83%  
  Risk-free interest rate   -     4.82%  
  Expected life of options   -     1.92 years  

Because the shares of the Company had not begun trading on any recognized stock exchange when the options were granted, there is no trading history to establish the expected volatility. The Company has used the average volatility of public companies in the same industry or considered to be comparable.

Option pricing models require the input of highly subjective assumptions including the estimate of the share price volatility. Changes in the subjective input assumptions can materially affect the fair value estimate, and therefore, the existing models do not necessarily provide a reliable single measure of the fair value of the Company’s stock options.

F-17



ITonis Inc.
(Formerly Kenshou Inc.)
(A Development Stage Company)
Notes to Interim Consolidated Financial Statements
February 29, 2008
US Funds
(Unaudited)
 
 

8.

Capital Stock - Continued

     
s)

Share Purchase Warrants

     

The following is a summary of warrant activities during the periods ended February 29, 2008 and November 30, 2007:


            Weighted  
            average  
      Number of     exercise  
      warrants     price  
               
  Outstanding and exercisable at December 1, 2006   -   $  -  
               
  Granted   1,000,000     0.25  
  Exercised   -     -  
  Expired / Cancelled   -     -  
               
  Outstanding and exercisable at November 30, 2007   1,000,000   $  0.25  
               
  Outstanding and exercisable at December 1, 2007   1,000,000   $  0.25  
               
  Granted   -     -  
  Exercised   -     -  
  Expired / Cancelled   -     -  
               
  Outstanding and exercisable at February 29, 2008   1,000,000   $  0.25  

   
9.

Subsequent Events

     
a)

On March 12, 2008, the Company paid $50,000 in partial payment for the acquisition of Beijing Tuo Jiang Culture Development Ltd. (Note 5d).

     
b)

On March 24, 2008, the Company issued shares to a private investor for the purchase of 12,500,000 shares at $0.02 per share for total cash proceeds of $250,000.

     
c)

On March 26, 2008, the Company issued 50,000 shares to Pacific Wave Partners Limited for finder’s fees.

F-18


Item 2.               Management’s Discussion and Analysis or Plan of Operation

The following discussion of our financial condition, changes in financial condition and results of operations for the three months ended February 29, 2008 should be read in conjunction with our unaudited consolidated interim financial statements and related notes for the three months ended February 29, 2008 included in this Quarterly Report.

Overview of our Business

Since August 2007, we had been in negotiations with the second largest television broadcaster, Shandong Television (“SDTV”), in the People’s Republic of China to develop a national IPTV platform for China. On December 14, 2007, we entered into a joint cooperation agreement with Pilot Media to establish an online IPTV platform in China, as described below.

We were in the business of commercializing our ITonis Video Solution which enabled the on-demand delivery of video content, including television channels and videos, to consumers via broadband Internet for viewing on their television sets. However, due to the minimal level of acceptance of our ITonis Video Solution by the market, on December 31, 2007, we placed ITonis CZ (which held the ITonis Video Solution assets) into liquidation.

Joint Cooperation Agreement with Pilot Media

On December 14, 2007, we executed a binding, definitive joint cooperation agreement (the “Joint Cooperation Agreement”) with Beijing Lushi (SDTV) Pilot Media Co., Ltd., a company organized and validly existing under the laws of the People’s Republic of China. The following summary of the Joint Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the Joint Cooperation Agreement (titled flOw TV Joint Cooperation Contract), a copy of which has been filed with the SEC.

The Joint Cooperation Agreement establishes an online television network platform in China. Under the joint cooperation, Pilot Media is responsible for providing the television network platform, assembling the necessary licenses and permits and operational management of the joint cooperation and the Company is responsible for financing, business development and intellectual property. The Company is required to raise $15,000,000 by June 1, 2008, for the implementation of the internet television platform. The Company has operational control of the joint cooperation.

Material terms of this agreement include the following:

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We are obligated to pay a deposit of $150,000, which was paid on January 25, 2008. The deposit will be returned to us if the licenses are not obtained within the 100 day period from the execution of the agreement. If the licenses are obtained within this period, the deposit will belong to Pilot Media and will be applied towards the $15,000,000 investment amount if the investment amount is raised by June 1, 2008.

We have agreed to provide equipment and technology for the IPTV Platform, manage matters that the Joint Cooperation may prescribe (such as equipment purchases abroad) and develop IPTV content, license content and create an advertising based revenue generator for the IPTV Platform.

We have agreed to provide a license of the technology for the IPTV Platform to the Joint Cooperation on an exclusive basis within China, and a non-exclusive basis with respect to the rest of the world. In order to accomplish this, we are presently in discussions with prospective suppliers of such technology with a view toward our licensing or acquiring this technology.

The Joint Cooperation will be governed by a supervisory committee consisting of seven supervisors, four who will be nominated by us and three who will be nominated by Pilot Media.

The net profit of the Joint Cooperation will be divided between Pilot Media and us, with Pilot Media receiving 40% and us receiving 60%. Of the amount that we receive, 20% will ultimately be allocated to the management of Pilot Media through shares of ITonis that are to be acquired by management of Pilot Media.

The Joint Cooperation shall cover a term of 20 years.

There is no assurance that Pilot Media will be able to obtain the required licenses and permits, nor that the Company will be able to raise the $15,000,000 it is required to raise for the implementation of the internet television platform.

In order to comply with Chinese laws in connection with the joint cooperation agreement, we have entered into the Beijing Share Purchase Agreement to acquire a Chinese subsidiary (“BJTCD”) to operate in China. We expect to complete this acquisition on or about June 1, 2008. In addition, our wholly owned subsidiary, Aquos, is involved in the establishment of the IPTV Platform in China. BTJCD will

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be 100% owned by a Hong Kong company to be established by us, which in turn will be 100% owned by Aquos, which is 100% owned by us. These companies, and their places of organization, are necessary for us to effectively transfer our earnings from the Chinese business to our bank accounts in the United States.

China is widely regarded as the world’s fastest growing IPTV market and offers a unique business growth opportunity for us. Development of relevant technology solutions and build-out of the IPTV Platform in conjunction with SDTV now forms a major component of our business strategy.

SDTV is currently in the process of obtaining all necessary governmental approvals for a national roll-out during 2008 of the China IPTV Pplatform in conjunction with us. The business venture will be an internet-based television portal that we expect will eventually deliver over 150 foreign and domestic channels to all of China. Licensed by the State Administration for Film and Television, broadcasting is scheduled to commence in June 2008.

Disposition of our ITonis Video Solution

We were the owner of a suite of proprietary software applications that we referred to as the “ITonis video solution”. The ITonis video solution enabled the on-demand delivery of video content, including television channels and videos, to consumers by a broadband Internet for viewing on their television sets. Due to the minimal level of acceptable of our ITonis video solution by the market, on December 31, 2007, we placed ITonis CZ into liquidation and, as a result, we no longer own this technology.

Our Plan of Operations

Our primary business is the development and growth of an IPTV platform in China which we refer to as “ChinaTV-Net”, a joint cooperation with Pilot Media, to establish a nationwide, government-licensed IPTV network in China. Subject to financing, ChinaTV-Net is proposed to cover the full spectrum of IPTV broadcasting – infrastructure; technology; content acquisition and creation; advertising sales and partnerships; and merchandise sales.

Our ability to implement our plan of operations under the Joint Cooperation Agreement and participate in the ChinaTV-Net business is subject to our being able to meet our funding obligations under the Joint Cooperation Agreement. Our business plan for the China TV-Net business is detailed in our Annual Report on Form 10-KSB for the year ended November 30, 2007, as filed with the SEC. Investors should view the risk factors associated with the implementation of this business plan as set forth in our Annual Report on Form 10-KSB. While we are presently working towards securing this funding, this is no assurance that we will be able to meet this funding requirement. Accordingly, there is no assurance that we will be able to execute in on the business plan for ChinaTV-Net described below.

Under the Joint Cooperation Agreement, we are required, among other things, to raise funding in the amount of $15,000,000 by June 1, 2008. Based on this requirement and our other financing needs for the joint venture, our planned expenditures over the next twelve months are approximately $25,000,000. We anticipate that we will require financing in the amount of approximately $25,000,000 in order to carry out our plan of operations for the next twelve months. We anticipate that we currently do not have sufficient funds to enable us to undertake our plan of operations past the next two months. Accordingly, we anticipate that we will require additional financing in order to enable us to sustain our operations for the next twelve months.

We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We presently have no arrangements in place for any additional equity financings. In the absence of

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such additional financing, we may not be able to continue our plan of operations beyond the next month and our business plan may fail. If we do not obtain the required additional financing, we will initially scale back our business operations and may ultimately be forced to abandon our plan of operations and our business activities.

Results of Operations

    For the Three     For the Three     From  
    Months Ended     Months Ended     Incorporation July  
    February 29,     February 28,     5, 2005 to  
    2008     2007     February 29, 2008  
Sales $  -   $  160,024   $  231,179  
Cost of Sales   -     116,518     182,856  
    -     43,506     48,323  
General and Administrative                  
       Expenses                  
     Finder’s fees   200,000     -     200,000  
     Consulting   105,847     29,507     426,726  
     Auditing and accounting   51,400     27,236     344,449  
     Office   50,206     5,740     257,703  
     Legal   7,361     2,858     130,670  
     Filing fees   1,758     541     28,887  
     Depreciation   1,656     8,654     54,627  
     Software development costs   -     74,101     726,731  
     Salaries and wages   -     58,024     302,447  
     Rent   -     7,802     74,638  
     Investor relations   -     5,820     24,915  
     Intellectual property   -     -     1,947,637  
     Marketing and distribution   -     -     120,000  
     Stock-based compensation   -     8,528     32,950  
     Bad debts   -           9,789  
     Foreign exchange loss   (1,407 )   (202 )   7,749  
    416,821     228,609     4,689,918  
Loss from Operations   (416,821 )   (185,103 )   (4,641,595 )
                   
     Write down of assets   -     -     (76,234 )
     Other income   -     -     33,926  
Loss for the Year $  (416,821 ) $  (185,103 ) $  (4,683,903 )
                   
Loss per Share – Basic and                  
       Diluted $  (0.00 ) $  (0.00 )      
                   
Weighted Average Shares                  
   Outstanding   83,562,287     69,626,034        
                   
Comprehensive Loss                  
     Loss for the year $  (416,821 ) $  (185,103 ) $  (4,683,903 )
     Foreign currency translation                  
            adjustment   (50,881 )   1,634     (156,330 )
Total Comprehensive Loss for                  
       the Year $  (467,702 ) $  (183,469 ) $  (4,840,233 )
                   
Comprehensive Loss per Share $  (0.01 ) $  (0.00 )      

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Revenue

We did not generate any revenues during first quarter of fiscal 2008 as we no longer earned any revenues associated with our ITonis Video Solution. We have abandoned our business plan to exploit this technology in favor of our plan to pursue the development of the Chinese IPTV Platform, pursuant to the Joint Cooperation Agreement. For more information, see “Description of Business – Recent Developments”.

We anticipate that we will not earn any significant revenues until such time as we have achieved commercial deployment of our IPTV Platform. We are presently not earning any revenues from our business activities.

Marketing and Distribution

The Company did not incur any significant marketing and distribution expenses during first quarter of fiscal 2008, although such expenses are expected to increase substantially as the IPTV network is rolled out in 2008.

Audit and Accounting

Our accounting and auditing expenses include professional fees for accounting and auditing expenses incurred in connection with the preparation and audit of our financial statements.

We will continue to incur auditing and accounting expenses on an ongoing basis in connection with our continuous disclosure obligations as a reporting company under the United States Securities Exchange Act of 1934. Our auditing and accounting expenses increased in the first quarter of fiscal 2008 and are anticipated to remain higher than fiscal 2007 for the balance of fiscal 2008.

Salaries and Wages

Currently, our only employees are our three executive officers. If we are able to financing and proceed under the Joint Cooperation Agreement, we expect to employ approximately 100 people in the China business during the first several months of operation of the IPTV Platform and would accordingly expect these expenses to increase significantly.

Legal

Our legal expenses include professional fees that we pay to our legal counsel.

We will continue to incur legal expenses on an ongoing basis in connection with our continuous disclosure obligations as a reporting company under the United States Securities Exchange Act of 1934. We anticipate our legal expenses will increase throughout fiscal 2008 in comparison to 2007 as we implement our business strategy.

 

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Consulting

Consulting fees represent amounts that we pay to consultants that are engaged by us and expect these expenses to increase in the future.

We incurred consulting fees during first quarter of fiscal 2008 as our business activities increased in connection with our efforts to negotiate the Joint Cooperation Agreement and to implement the Chinese IPTV Platform business plan.

Depreciation

Depreciation expenses represents depreciation of our computer hardware and equipment.

Liquidity and Capital Resources

Cash and Working Capital

As at February 29, 2008, we had cash of $131,787 and a working capital deficit of $892,260, compared to cash of $4,306 and a working capital deficit of $1,101,214 as at November 30, 2007. We have financed our operations primarily from the sale of our common stock. However, there can be no assurance that we will be able to raise funds from the sale of our common stock, or in any other manner, in the future.

Related Party Loan

During the first quarter of fiscal 2007, Nicolas Lavaud, our former director and chief executive officer, granted us a loan which was outstanding in the amount of $45,756 as of February 29, 2008. The loan is evidenced by a promissory note, is unsecured and does not bear any interest. The promissory note is payable on demand.

Plan of Operations

Our plan of operations is to complete our obligations under our joint cooperation agreement with Pilot Media and to establish the ChinaTV-Net business with Pilot Media under this arrangement, as described above under “Plan of Operations”.

Under the Joint Cooperation Agreement, we are required, among other things, to raise funding in the amount of $15,000,000 by June 1, 2008. Based on this requirement and our other financing needs for the joint venture, our planned expenditures over the next twelve months are approximately $25,000,000. We anticipate that we will require financing in the amount of approximately $25,000,000 in order to carry out our plan of operations for the next twelve months. We anticipate that we currently do not have sufficient funds to enable us to undertake our plan of operations past the next two months. Accordingly, we anticipate that we will require additional financing in order to enable us to sustain our operations for the next twelve months.

We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. We presently have no arrangements in place for any additional equity financings. In the absence of

- 7 -


such additional financing, we may not be able to continue our plan of operations beyond the next month and our business plan may fail. If we do not obtain the required additional financing, we will initially scale back our business operations and may ultimately be forced to abandon our plan of operations and our business activities.

Cash Used In Operating Activities

We used cash of $196,638 in operating activities during first quarter of fiscal 2008 compared to cash used of $61,447 in operating activities during first quarter of fiscal 2007 and reflected our increased expenses associated with negotiating the Joint Cooperation Agreement and establishing the IPTV Platform.

Cash From/Used in Investing Activities

We used cash of $nil in investing activities during first quarter of fiscal 2008 which consisted of upgrades and enhancements to technology and purchases of equipment. We used cash in investing activities in the amount of $51,734 during first quarter of fiscal 2007.

Cash from Financing Activities

We generated cash of $375,000 from financing activities during first quarter of fiscal 2008 compared to cash of $112,947 generated from financing activities during first quarter of fiscal 2007. Cash generated from financing activities during first quarter of fiscal 2008 and 2007 was attributable to shares issued for cash.

Going Concern

We have not attained profitable operations and are dependent upon obtaining financing to pursue any extensive business activities. For these reasons our auditors stated in their report on our annual financial statements for the year ended November 30, 2007, as included in our Annual Report on Form 10-KSB, that they have substantial doubt we will be able to continue as a going concern.

Future Financings

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

Item 3.               Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of 1934 (the “Exchange Act”), we carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of February 29, 2008, being the date of our most recently completed quarter. This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, Mr. Thomas Neal Roberts. Based upon that evaluation, our Chief Executive

- 8 -


Officer and Chief Financial Officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission (the “SEC”).

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended February 29, 2008, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to affect, our internal control over financial reporting during the quarter ended February 29, 2008.

The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, the registrant’s principal executive and principal financial officers, or persons performing similar functions, and effected by the registrant’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

(a)

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the registrant;

   
(b)

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the registrant are being made only in accordance with authorizations of management and directors of the registrant; and

   
(c)

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the registrant’s assets that could have a material effect on the financial statements.

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PART II – OTHER INFORMATION

Item 1.               Legal Proceedings

We currently are not a party to any material legal proceedings and, to our knowledge, no such proceedings are threatened or contemplated.

Item 2.               Unregistered Sales of Equity Securities and Use of Proceeds

We issued the following securities without registration under the Securities Act of 1933 since the beginning of our first quarter ended February 29, 2008 through to March 31, 2008:



Date of Issuance
Nature of
Transaction
Securities
Issued
Number of
Investors

Exemption Relied Upon
1. January 2, 2008 Private placement at $0.05 per share 6,500,000 1 Rule 903 of Regulation S; sale completed in an “offshore transaction” with no “direct selling efforts” in the United States.
2. January 15, 2008 Issued to Niu Zhiping pursuant to Share Purchase Agreement 1,000,000 1 Rule 903 of Regulation S; sale completed in an “offshore transaction” with no “direct selling efforts” in the United States.
3. January 29, 2008 Issued to iOcean Media Limited pursuant to Share Purchase Agreement (Previously disclosed on Form 8-K filed on February 12, 2008) 16,138,370 1 Rule 903 of Regulation S; sale completed in an “offshore transaction” with no “direct selling efforts” in the United States.
4. February 5, 2008 Issued pursuant to consultant agreement for $70,015 services 1,000,000 1 Section 4(2) of the Act; sale completed to “accredited investor” without any general solicitation or advertising.
5. February 7, 2008 Private placement for proceeds of $150,000 880,000 1 Rule 903 of Regulation S; sale completed in an “offshore transaction” with no “direct selling efforts” in the United States.
6. February 7, 2008 Private placement 12,500,000 1 Rule 506 of Regulation D; sale

- 10 -





Date of Issuance
Nature of
Transaction
Securities
Issued
Number of
Investors

Exemption Relied Upon
    for proceeds of $250,000     completed to “accredited investor” without any general solicitation or advertising.
7. March 21, 2008 Private placement for proceeds of $250,000 12,500,000 1 Rule 506 of Regulation D; sale completed to “accredited investor” without any general solicitation or advertising.
8. March 21, 2008 Private placement for proceeds of $62,500 1,250,000 1 Rule 903 of Regulation S; sale completed in an “offshore transaction” with no “direct selling efforts” in the United States.
9. March 26, 2008 Issued pursuant to services agreement. 50,000 1 Section 4(2) of the Act; sale completed to “accredited investor” without any general solicitation or advertising.

All shares issued are restricted securities. All certificates will be endorsed with a restrictive legend confirming share cannot be sold without registration or an available exemption.

Item 3.               Defaults Upon Senior Securities

None.

Item 4.               Submission of Matters to a Vote of Securities Holders

No matters were submitted to our security holders for a vote during the quarter ended February 29, 2008.

Item 5.               Other Information

None.

Item 6.               Exhibits

The following exhibits are included with this Quarterly Report on Form 10-QSB:

Exhibit
Number

Description of Exhibit
3.1

Articles of Incorporation (1)

3.2

Certificate of Amendment to Articles of Incorporation (1)

3.3

By-Laws (1)

3.4

Certificate of Change pursuant to NRS 78.209 effective March 19, 2007 (6)

10.1

Asset Purchase Agreement dated October 1, 2005 between ITonis Inc. and Onyx Trading Inc. (1)

10.2

Employment Agreement between ITonis Inc. and Antonin Kral dated January 1, 2006 (1)

10.3

Employment Agreement between ITonis Inc. and Nicolas Lavaud dated February 1, 2006 (1)

10.4

Asset Purchase Agreement between ITonis Inc. and Nordic IPTV Company ApS (formerly “Makeitwork ApS”) dated January 31, 2006 (1)

10.5

Reseller Agreement dated February 7, 2006 between ITonis Inc. and Makeitwork ApS (1)

10.6

Lease Agreement dated December 23, 2005 between Achat Real a.s. and ITonis CZ s.r.o. (1)

10.7

2006 Stock Option Plan (2)

10.8

Amendment dated February 15, 2006 to Employment Agreement between ITonis Inc. and Nicolas Lavaud dated February 1, 2006 (3)

10.9

Amendment dated August 9, 2006 to Reseller Agreement dated February 7, 2006 between ITonis Inc. and Nordic IPTV Company ApS (formerly, Makeitwork ApS") (3)

10.10

Promissory Note issued by ITonis Inc. to Nicolas Lavaud in the amount of CZ 400,000Kc dated July 3, 2006 (3)

10.11

Subscription Agreement between ITonis Inc. and Spectrum Managers Ltd. dated December 12, 2006 (4)

10.12

Memorandum of Understanding between the Company and iOcean Media Limited dated April 16, 2007 (7)

10.13

Employment Agreement between the Company and Thomas Neal Roberts dated September 1, 2007 (9)

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Exhibit
Number

Description of Exhibit
10.14

Employment Agreement between the Company and Lawrence Haber dated September 1, 2007 (9)

10.15

Share Purchase Agreement between the Company, iOcean Media Limited and Aquos Media Limited dated September 8, 2007 (10)

10.16

Employment Agreement between ITonis Inc. and Thomas Neal Roberts dated September 1, 2007 (10)

10.17

Employment Agreement between ITonis Inc. and Lawrence Haber dated September 1, 2007 (10)

10.18

Share Purchase Agreement dated September 8, 2007 between ITonis Inc., iOcean Media Limited and Aquos Media Limited (11)

10.19

Voting Trust Agreement between ITonis Inc. and iOcean Media Limited dated October 23, 2007. (11)

10.20

Option Agreement between ITonis Inc. and iOcean Media Limited dated October 23, 2007. (11)

10.21

flow TV Joint Cooperation Contract between the Company and Beijing Lushi (SDTV) Pilot Media Co., Ltd. Dated December 14, 2008 (12)

10.22

Agreement For Purchase And Sale Of Ownership Interests between the Company and Niu Zhengping and Wu Jiping, individually dated January 15, 2008 (12)

10.23

Amended and Restated Share Purchase Agreement between the Company, iOcean Media Limited and Aquos Media Limited dated January 21, 2008 (12)

10.24

Employment Agreement between the Company and Thomas Neal Roberts dated January 2, 2008 (12)

10.25

Employment Agreement between the Company and Lawrence Haber dated January 2, 2008 (12)

10.26

First Amendment to Agreement for Purchase and Sale of Ownership Interests between the Company and Niu Zhengping and Wu Jiping, individually, dated March 5, 2008 (13)

14.1

Code of Ethics (8)

16.1

Letter of Moores Rowland dated February 15, 2007 (5)

31.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a- 14(a) of the Exchange Act (14)

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Exhibit
Number

Description of Exhibit
32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a- 14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (14)


(1) Filed as an exhibit to the registration statement on Form SB-2 filed with the SEC on May 12, 2006.
(2) Filed as an exhibit to Amendment No. 1 to the registration statement on Form SB-2 filed with the SEC on June 27, 2006.
(3) Filed as an exhibit to Amendment No. 2 to the registration statement on Form SB-2 filed with the SEC on August 11, 2006.
(4) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on December 15, 2006.
(5) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on February 23, 2007.
(6) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on March 20, 2007.
(7) Filed as an exhibit to our Current Report on Form 8-K filed with the SEC on April 24, 2007.
(8) Filed as an exhibit to our Annual Report on Form 10-KSB filed with the SEC on April 27, 2007.
(9) Filed as an exhibit to our current report on Form 8-K filed with the SEC on September 11, 2007.
(10) Filed as an exhibit to our current report on Form 8-K filed with the SEC on September 13, 2007.
(11) Filed as an exhibit to our current report on Form 8-K filed with the SEC on October 29, 2007.
(12) Filed as an exhibit to our current report on Form 8-K filed with the SEC on February 12, 2008.
(13) Filed as an exhibit to our current report on Form 8-K filed with the SEC on March 27, 2008.
(14) Filed as an exhibit to this Quarterly Report on Form 10-QSB.

- 13 -


SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ITONIS INC.

 

By:    /s/ Thomas N. Roberts
           ________________________________
          Thomas N. Roberts 
           Chief Executive Officer and Chief Financial Officer

           Date: April 21, 2008

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