Itonis Inc. - Current report filing (8-K)
27 Março 2008 - 5:36PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
March 5, 2008
Date of Report (Date of earliest
event reported)
ITONIS INC.
(Exact name of
registrant as specified in its charter)
Nevada
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000-52201
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26-0881302
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(State or other jurisdiction of
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(Commission File
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(IRS Employer Identification
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incorporation)
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Number)
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No.)
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Sunny Palace Suite
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Xibahe Road
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Chaoyang District, Beijing 100028
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Peoples Republic of China
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N/A
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(Address of principal executive offices)
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(Zip Code)
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Registrant's telephone number, including area
code
+8613439671941
NOT APPLICABLE
(Former name or former address,
if changed since last report)
Check the appropriate box below if the Form 8-K is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425
under the Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12
under the Exchange Act (17 CFR 240.14a -12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))
[ ] Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
SECTION 1 REGISTRANTS BUSINESS AND OPERATIONS
Item 1.01
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Entry Into a Material Definitive
Agreement
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Execution of First Amendment to Agreement for Purchase and
Sale of Ownership Interests with Niu Zhengping and Wu Jiping,
individually
On January 15, 2008, ITonis Inc. (the Company) executed a
binding, definitive share purchase agreement (the Share Purchase Agreement)
with Niu Zhengping and Wu Jiping, individually (collectively, the Sellers) for
the acquisition of their company, Beijing Tuo Jiang Culture Development Ltd.
(BTJCD), a company organized and validly existing under the laws of the
Peoples Republic of China. The Share Purchase Agreement was reported in the
Companys Current Report on Form 8-K filed with the Securities and Exchange
Commission on February 11, 2008.
On March 5, 2008, the Company executed a first amendment to the
Share Purchase Agreement with the Sellers for the acquisition of BTJCD (the
First Amendment). The following summary of the First Amendment does not
purport to be complete and is qualified in its entirety by reference to the
First Amendment, a copy of which is attached as
Exhibit 10.1
to this
Current Report on Form 8-K.
Under the Share Purchase Agreement, the Sellers agreed to sell
BTJCD in exchange for 1,000,000 shares of Company common shares, and $500,000
cash. The principal asset of BTJCD was $300,000 in cash, made immediately
available to the Company for use in China for Company purposes. The First
Amendment modifies the Share Purchase Agreement by increasing the cash purchase
price to $610,000, in exchange for a modification to the payment schedule, and
the inclusion of assets totaling $100,000 in the form of two automobiles, which
will be available to the Company upon the closing of the acquisition of BTJCD,
which is still expected to occur by June 1, 2008.
SECTION 9 FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
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Financial Statements and Exhibits
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(a)
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Financial Statements of Business
Acquired.
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Not applicable.
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(b)
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Pro forma Financial Information
.
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Not applicable.
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(c)
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Shell Company Transaction.
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Not applicable.
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SIGNATURES
Pursuant to the requirements of the Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ITONIS INC.
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Date: March 26, 2008
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By:
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/s/ Thomas N. Roberts
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Thomas N. Roberts
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President and Chief Executive Officer
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