Wave Sync 10Q/A 2008 Q1 Quarterly report (amended)

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1 to Form 10-QSB


x	QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2008

¨	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from ______ to __________

COMMISSION FILE NUMBER: 0-20532

CHINA INSONLINE CORP.

(Exact name of registrant as specified in its charter)

Delaware		74-2559866
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

Room 42, 4F, New Henry House, 10 Ice House Street, Central, Hong Kong

(Address of principal executive offices)

(011) 00852-25232986

(Registrant’s Telephone Number, Including Area Code)

DEXTERITY SURGICAL, INC.

(Former Name, Former Address and Former Fiscal Year, if Changed Since Last Report)

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

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes o No x

Check whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes x No o

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 2, 2008, the registrant had 40,000,000 shares of common stock, par value $0.001 per share, issued and outstanding.

Transitional Small Business Disclosure Format (check one): Yes o No x

TABLE OF CONTENTS

PART I	F-i

FINANCIAL INFORMATION	F-i

ITEM 1. FINANCIAL STATEMENTS	F-i

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	I-2

ITEM 3A(T). CONTROLS AND PROCEDURES	I-19

PART II	II-1

OTHER INFORMATION	II-1

ITEM 1. LEGAL PROCEEDINGS	II-1

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	II-1

ITEM 3. DEFAULTS UPON SENIOR SECURITIES	II-1

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS	II-1

ITEM 5. OTHER INFORMATION	II-1

ITEM 6. EXHIBITS	II-2

SIGNATURES	II-4

EXHIBIT 31.1

EXHIBIT 31.2

EXHIBIT 32.1

EXHIBIT 32.2

PART I

FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.)

AND

SUBSIDIARIES

TABLE OF CONTENTS

		Page
CONDENSED CONSOLIDATED BALANCE SHEETS AS OF MARCH 31, 2008 (UNAUDITED) AND JUNE 30, 2007		F-1

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME FOR THE THREE AND NINE MONTHS ENDED MARCH 31, 2008, THREE MONTHS ENDED MARCH 31, 2007 AND FOR THE PERIOD FROM OCTOBER 8, 2006 (INCEPTION) TO MARCH 31, 2007 (UNAUDITED)		F -2

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE NINE MONTHS ENDED MARCH 31, 2008 AND FOR THE PERIOD FROM OCTOBER 8, 2006 (INCEPTION) TO MARCH 31, 2007 (UNAUDITED)		F- 3

NOTES TO CONDENSED CONSOLIDATD FINANCIAL STATEMENTS AS OF MARCH 31, 2008 (UNAUDITED)		F -4 – F- 12

F-i

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.)

AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31, 2008		June 30, 2007
	(Unaudited)
Assets
Current:
Cash and cash equivalents	$	2,885,743	$	47,657
Accounts receivable		3,321,770		2,224,342
Other receivables		3,980		10,505
Prepayments and deposits		2,205,692		4,891
Deferred taxes		144,807		1,805
Total Current Assets		8,561,992		2,289,200

Fixed assets, net		261,582		35,721
Software, net		2,724,442		-
Total Assets	$	11,548,016	$	2,324,921


Liabilities
Current:
Accounts payable	$	295,015	$	-
Other payables and accrued liabilities		971,003		20,727
Taxes payable		1,990,536		364,431
Deferred taxes		9,348		-
Deferred revenue		134,817		-
Total Current Liabilities		3,400,719		385,158

COMMITMENTS

Shareholders’ Equity
Common stock, at $0.001 par value; 100,000,000 shares authorized; 40,000,000 shares and 26,400,000 shares at March 31, 2008 and at June 30, 2007, respectively		40,000		26,400
Additional paid-in capital		86,360		99,960
Retained earnings		7,425,641		1,778,251
Accumulated other comprehensive income		595,296		35,152
Total Shareholders’ Equity		8,147,297		1,939,763

Total Liabilities and Shareholders’ Equity	$	11,548,016	$	2,324,921

See accompanying notes to condensed consolidated financial statements

F-1

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.)

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(Unaudited)

	Three Months Ended March 31, 2008		Three Months Ended March 31, 2007		Nine Months Ended March 31, 2008		From October 8, 2006 (Inception) to March 31, 2007

REVENUE, NET	$	3,230,301	$	260,537	$	8,469,275	$	259,012

COST OF SALES		623,033		14,907		845,866		17,761
GROSS PROFIT		2,607,268		245,630		7,623,409		241,251

General and administrative expenses		262,335		14,508		477,297		25,350
Selling expenses		43,185		3,934		99,128		4,935

INCOME FROM OPERATIONS		2,301,748		227,188		7,046,984		210,966

Finance income, net		6,289		95		12,764		213

INCOME FROM CONTINUING OPERATIONS BEFORE INCOME TAXES		2,308,037		227,283		7,059,748		211,179

Income tax		697,851		75,003		1,411,359		74,566

NET INCOME		1,610,186		152,280		5,648,389		136,613

OTHER COMPREHENSIVE INCOME
Foreign currency translation gain		374,563		2,935		560,144		3,929

COMPREHENSIVE INCOME	$	1,984,749	$	155,215	$	6,208,533	$	140,542

NET INCOME PER SHARE

- BASIC AND DILUTED	$	0.04	$	0.01	$	0.18	$	0.01

WEIGHTED AVERAGE SHARE OUTSTANDING

- BASIC AND DILUTED		39,961,882		26,400,000		31,096,530		26,400,000

See accompanying notes to condensed consolidated financial statements

F-2

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.)

AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	Nine Months Ended March 31, 2008			From October 8, 2006 (Inception) to March 31, 2007
Cash Flows From Operating Activities:
Net income	$	5,648,389		$	136,613
Adjustments to reconcile net income to net cash provided by operating activities:
Amortization		26,918			-
Depreciation		38,617			1,717
Deferred taxes		(133,654	)		(825	)
Changes in operating assets and liabilities:
Decrease (increase) in:
Accounts receivable		(1,097,428	)		(249,057	)
Other receivables		6,525			(10,344	)
Prepayments and deposits		(2,200,801	)		(8,469	)
Increase (decrease) in:
Accounts payable		295,015			-
Other payables and accrued liabilities		950,276			15,404
Taxes payable		1,626,105			76,063
Deferred revenue		134,817			-
Net cash provided by (used in) operating activities		5,294,779			(38,898	)

Cash Flows From Investing Activities:
Purchases of equipment		(264,968	)		(31,408	)
Acquisition of software		(2,753,210	)		-
Net cash used in investing activities		(3,018,178	)		(31,408	)

Cash Flows From Financing Activities:
Proceeds from registered capital		-			126,360
Advances to a related company		(645,737	)		-
Repayment from a related company		645,737			-
Net cash provided by financing activities		-			126,360

Net increase in cash and cash equivalents		2,276,601			56,054
Effect of exchange rate changes on cash		561,485			3,933
Cash and cash equivalents, beginning of the period		47,657			-
Cash and cash equivalents, end of the period	$	2,885,743		$	59,987

Supplementary Cash Flow Information:
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

See accompanying notes to condensed consolidated financial statements

F-3

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008

(UNAUDITED)

1. Organization and Principal Activities

China INSOnline Corp. (“CHIO”), formerly known as Dexterity Surgical, Inc. (“Dexterity Surgical”) was incorporated on December 23, 1988 as a Delaware corporation and commenced operations on January 1, 1989. In August 1992, CHIO completed an initial public offering of common stock. In March 2008, CHIO has change its name from Dexterity Surgical, Inc. to China INSOnline Corp. and which is currently traded on The Over-The-Counter Bulletin Board under the symbol “CHIO”.

On December 18, 2007, CHIO, Rise and Grow Limited (“Rise & Grow”) and Newise Century Inc., the sole stockholder of Rise & Grow (the “Shareholder”) consummated a share exchange agreement (the “Share Exchange Agreement”) pursuant to which the Shareholder transferred to CHIO, and CHIO acquired from the Shareholder, all of the capital stock of Rise & Grow (the “Shares”), which Shares constitute 100% of the issued and outstanding capital stock of Rise & Grow, in exchange for 26,400,000 shares of CHIO’s common stock (“Common Stock”), which shares now constitute 66% of the fully diluted outstanding shares of Common Stock. This share exchange transaction resulted in the Shareholder obtaining a majority voting interest in CHIO. Generally accepted accounting principles require that a company whose shareholders retain the majority interest in a combined business be treated as the acquirer for accounting purposes, resulting in a reverse acquisition. Accordingly, the share exchange transaction has been accounted for as a recapitalization of CHIO.

On April 19, 2004, Dexterity Surgical filed a voluntary petition for relief for reorganization (the “Reorganization”) under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas Houston Division (the “Bankruptcy Court”). Dexterity Surgical underwent numerous operating changes and operated its business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court. On March 2, 2005, the Bankruptcy Court entered an Order confirming its First Amended Plan of Liquidation. In connection with that Plan, Dexterity Surgical’s assets were scheduled to be auctioned, which auction culminated in the sale of substantially all of Dexterity Surgical’s assets as approved by the Bankruptcy Court on March 17, 2006.

The First Amended Plan of Liquidation was subsequently amended on March 2, 2006, by an order titled “Order Approving Modification of the First Amended Plan” (the “Order”). The amendments provided for in the Order included the Bankruptcy Court’s authorization of a $50,000 Debtor-In-Possession Loan (the “DIP Loan”) for payment of administrative expenses of the bankruptcy, which converted into 6,000,000 shares of common stock (the “Section 1145 Shares”) and 3,000,000 warrants under Section 1145 of the U.S. Bankruptcy Code at the option of the holder(s) of the DIP Loan, which were cancelled immediately prior to the Exchange. For an additional $125,000, the Bankruptcy Court authorized the sale of 25,000,000 restricted shares of common stock to an investor for the payment of both administrative claims and creditor claims. Also see Note 7.

The Bankruptcy Court also provided that all of the old shares of Dexterity Surgical’s preferred stock, stock options and warrants shall be (and have been) cancelled; issue (and did issue) 29,800 new shares of Common Stock under Section 1145 of the U.S. Bankruptcy Code; issue up to 25,000 shares of Common Stock under Section 1145 of the U.S. Bankruptcy Code to those persons deemed appropriate by the Board of Directors (it was not necessary to issue these shares and therefore they have been cancelled); and appoint new Board members, amend the Certificate of Incorporation to increase the authorized shares of common stock to 100,000,000, amend the Bylaws, change the fiscal year, execute a share exchange agreement and issue shares in which effective control or majority ownership is given, all without stockholder approval.

Rise & Grow was formed on February 10, 2006 as a Hong Kong limited company. Zhi Bao Da Tong (Beijing) Technology Co. Ltd (“ZBDT”), a company registered in the People’s Republic of China (the “PRC” or “China”), was established and incorporated by Rise & Grow and commenced business on June 9, 2007. Rise & Grow’s sole business is to act as a holding company for ZBDT.

F-4

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008

(UNAUDITED)

1. Organization and Principal Activities (Continued)

ZBDT was formed by Rise & Grow with the purpose of developing computer and network software and related products and to promote the development of high-tech industries in the field of Chinese information technology. It does this by controlling Beijing ZYTX Technology Co., Ltd (“ZYTX”), through an Exclusive Technical Consulting and Service Agreement and related transaction documents dated as of September 28, 2007 (collectively, the “Service Agreements”). In compliance with the PRC’s foreign investment restrictions on Internet information services and other laws and regulations, ZBDT conducts all of our Internet information and media services and advertising in China through ZYTX, a domestic Variable Interest Entity (“VIE”), as its primary beneficiary. In accordance with the Financial Accounting Standards Board (“FASB”) Interpretation No. 46R “Consolidation of Variable Interest Entities” (“FIN 46R”), an Interpretation of Accounting Research Bulletin No. 51, a VIE is to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. Upon executing the Service Agreements, ZYTX is now considered a VIE and ZBDT is its primary beneficiary.

ZYTX, a company registered in the PRC on October 8, 2006, is an Internet e-business development, online advertisement publishing and related online servicing company, which focuses on the PRC insurance industry. With localized web sites targeting Greater China, ZYTX provides a platform through its web site, www.soobao.cn, to consumers, agents and insurance companies for online transaction, advertising, online inquiry, news circulation, statistic analysis and software development. ZYTX also provides online insurance agent services including car, property and life insurance to customers in the PRC.

2. Principles of Consolidation

The business of CHIO (together with its subsidiaries, the “Company”) is operated through ZYTX and the consolidated financial statements include the assets, liabilities and operating results of ZYTX as the Company’s VIE. Inter-company accounts and transactions have been eliminated.

Arrangements with these business enterprises have been evaluated, and those in which ZYTX is determined to have controlling financial interest are consolidated. In January 2003, the FASB issued FASB Interpretation (“FIN”) No. 46, Consolidation of Variable Interest Entities (“FIN 46”), and amended it by issuing FIN 46R in December 2003. FIN 46R addresses the consolidation of business enterprises to which the usual condition of consolidation (ownership of a majority voting interest) does not apply. This interpretation focuses on controlling financial interests that may be achieved through arrangements that do not involve voting interests. It concludes that, in the absence of clear control through voting interests, a company’s exposure (variable interest) to the economic risks and potential rewards from the variable interest entity’s assets and activities are the best evidence of control. If an enterprise holds a majority of the variable interests of an entity, it would be considered the primary beneficiary. The primary beneficiary is required to consolidate the assets, liabilities and results of operations of the variable interest entity in its financial statements.

The unaudited condensed consolidated financial statements of the Company have been prepared in accordance with generally accepted accounting principles for interim financial information and pursuant to the requirements for reporting on Form 10-QSB and Item 310(b) of Regulation S-B. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full year. The condensed consolidated balance sheet information as of June 30, 2007 was derived from the audited consolidated financial statements included in the Company’s Form 8-K. These interim financial statements should be read in conjunction with that report.

F-5

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008

(UNAUDITED)

3. Summary of Significant Accounting Policies

(a) Economic and Political Risks

The Company's operations are conducted in the PRC. Accordingly, the Company's business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC economy. The Company's operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company's results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti−inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

(b) Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

The carrying value of financial instruments classified as current assets and current liabilities, such as accounts receivables, other receivables, prepayments and deposits, accounts payable, other payables and accrued liabilities, approximate fair value due to the short-term maturity of the instruments.

(d) Deferred Revenue

Deferred revenue primarily comprises contractual billings in excess of recognized revenue and payments received in advance of revenue recognition.

(e) Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents.

(f) Foreign Currency Translation

The accompanying financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (“RMB”) and Hong Kong Dollar (“HKD”). The financial statements are translated into United States dollars from RMB and HKD at period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	March 31, 2008		June 30, 2007		March 31, 2007

Period/year end RMB: US$ exchange rate		7.0100		7.6155		7.7342

Period/year average RMB: US$ exchange rate		7.4919		7.7446		7.8038

Period/year end HKD: US$ exchange rate		7.8114		7.8190		7.8325

Period/year average HKD: US$ exchange rate		7.8297		7.7960		7.8150

F-6

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008

(UNAUDITED)

3. Summary of Significant Accounting Policies (Continued)

(g) Revenue Recognition

Advertising

Advertising revenues are derived mainly from online advertising arrangements, which allow advertisers to place advertisements on particular areas of the Company’s web sites, in particular formats and over particular periods of time. In accordance with Emerging Issues Task Force (“EITF”) No. 00-21, “Accounting for Revenue Arrangements with Multiple Deliverables,” advertising arrangements involving multiple deliverables are broken down into single-element arrangements based on their relative fair value for revenue recognition purposes, when possible.

For web site construction service, which is usually included in new advertising contract, revenue is recognized ratably over the displayed period, typically one year. For web site maintenance services, revenue is recognized ratably over the contact period, generally one year.

Under the guidance of the SOP 97-2 “Software Revenue Recognition”, as amended by SOP 98-9 “Modification of SOP 97-2, Software Revenue Recognition with Respect to Certain Transactions”, the Company determines vendor-specific objective evidence (“VOSE”) based on actual prices charged when the service is sold on a standalone basis.

Software Development

Software development revenue is recognized in accordance with SOP 97-2, when the outcome of a contract for software development can be estimated reliably, contract revenue and costs are charged to the income statement by reference to the stage of completion of the contract activity at the balance sheet date, as measured by the proportion that costs incurred to date bear to estimated total costs for each contract. When the outcome of a contract cannot be estimated reliably, contract costs are recognized as an expense in the period in which they are incurred. Contract revenue is recognized to the extent of contract costs incurred that it is probable will be recoverable. Where it is probable that the total contract costs will exceed total contract revenue, the expected loss is recognized as an expense immediately.

Insurance Commissions

Insurance revenues, net of discounts, represent commissions earned from performing agency-related services. Insurance commissions are recognized at the later of the date when the customer is initially billed or the insurance policy effective date.

In accordance with EITF No. 01-9, “Accounting for Consideration Given by a Vendor to a Customer or a Reseller of the Vendor’s Product,” cash consideration given to customers or resellers, for which the Company does not receive a separately identifiable benefit or cannot reasonably estimate fair value, are accounted for as a reduction of revenue rather than as an expense.

Cash consideration includes discounts and other offers that entitle a customer to receive a reduction in the price of a product. For the nine months ended March 31, 2008 and the period from October 8, 2006 to March 31,2007, the Company recognized $177,411 and $0, respectively, as a reduction of revenue for the discount offered to its customers.

(h) Fixed Assets

Fixed assets are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are five years for motor vehicles, computers and equipment. For the leasehold improvements, deprecation is computed using the straight-line method over the estimated useful lives or lease term of the hired premises, whichever is shorter. Depreciation expense for the nine months ended March 31, 2008 and for the period from October 8, 2006 to March 31, 2007 was $38,617 and $1,717, respectively.

F-7

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008

(UNAUDITED)

3. Summary of Significant Accounting Policies (Continued)

(i) Software

Software is carried at cost less accumulated amortization. Amortization is computed using the straight-line method over the estimated useful lives of the assets, which is five years for software. Software is periodically reviewed when indicators are present to assess recoverability from future operations using undiscounted cash flows in accordance with Statement of Financial Accounting Standards (“SFAS”) No.144, “Accounting for the Impairment or Disposal of Long-Live Assets”. To the extent carrying value exceeds fair value, an impairment loss is recognized in operating result. No impairment was recorded for the nine months ended March 31, 2008.

Amortization expense for the nine months ended March 31, 2008 and period ended from October 8, 2006 to March 31, 2007 was $26,918 and $0, respectively.

(j) Earnings Per Share

Basic earnings per share are computed by dividing income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed similar to basic earnings per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common shares had been issued and if the additional common shares were dilutive. There were no dilutive securities outstanding for the periods presented.

4. Recent Accounting Pronouncements

In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”, (“SFAS No. 157”) which provides enhanced guidance for using fair value to measure assets and liabilities. SFAS No. 157 provides a common definition of fair value and establishes a framework to make the measurement of fair value in generally accepted accounting principles more consistent and comparable. SFAS No. 157 also requires expanded disclosures to provide information about the extent to which fair value is used to measure assets and liabilities, the methods and assumptions used to measure fair value, and the effect of fair value measures on earnings. SFAS No. 157 is effective for financial statements issued in fiscal years beginning after November 15, 2007 and to interim periods within those fiscal years. The Company does not have to adopt this until next fiscal year. The Company is currently evaluating the impact on the adoption of SFAS No. 157 may have on its financial statements.

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option of Financial Assets and Financial Liabilities” (“SFAS No. 159”), which permits entities to measure many financial instruments and certain other items of fair value. SFAS No. 159’s overall objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 applies to all entities, including not-for-profit organization, and most of its provisions apply only to entities that elect the fair value option, although FAS 159's amendment to FAS 115 applies to all entities with available-for-sale and trading securities. This Statement was effective as of the beginning of each reporting entity's first fiscal year that begins after November 15, 2007. Adoption of the first interim period of earlier fiscal years, provided the entity also elects to early adopt SFAS No. 159. The Company is currently evaluating the impact on adoption of SFAS No. 159 may have on the Company’s financial statements.

In December 2007, the FASB issued SFAS No. 141 (revised 2007) (“SFAS No. 141R”), “Business Combinations”, which replaces SFAS No. 141. This statement retains the purchase method of accounting for acquisitions, but requires a number of changes, including changes in the way assets and liabilities are recognized in the purchase accounting. It also changes the recognition of assets acquired and liabilities assumed arising from contingencies, requires the capitalization of in-process research and development at fair value, and requires the expensing of acquisition-related costs as incurred. SFAS No. 141R is effective for the Company beginning July 1, 2009 and will apply prospectively to business combinations completed on or after that date.

F-8

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008

(UNAUDITED)

4. Recent Accounting Pronouncements (Continued)

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements, an amendment of ARB 51, which changes the accounting and reporting for minority interests. Minority interests will be recharacterized as noncontrolling interests and will be reported as a component of equity separate from the parent’s equity, and purchases or sales of equity interests that do not result in a change in control will be accounted for as equity transactions. In addition, net income attributable to the noncontrolling interest will be included in consolidated net income on the face of the income statement and, upon a loss of control, the interest sold, as well as any interest retained, will be recorded at fair value with any gain or loss recognized in earnings. SFAS No. 160 is effective for us beginning July 1, 2009 and will apply prospectively, except for the presentation and disclosure requirements, which will apply retrospectively. The Company is currently assessing the potential impact that adoption of SFAS No. 160 would have on the Company’s financial statements.

In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities” (“SFAS No. 161”), which amends SFAS No.133 and expands disclosures to include information about the fair value of derivatives, related credit risks and a company’s strategies and objectives for using derivatives. SFAS No. 161 is effective for fiscal periods beginning on or after November 15, 2008. We are currently in the process of assessing the impact that SFAS No. 161 will have on the disclosures in our consolidated financial statements.

5. Taxes

(a) Corporation Income Tax (“CIT”)

The Company has not recorded a provision for U.S. federal income taxes for the nine months ended March 31, 2008 due to the net operating loss carry forward in the United States.

On March 16, 2007, the National People’s Congress of China approved the new Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”), which was effective from January 1, 2008. Prior to January 1, 2008, the CIT rate applicable to the Company’s subsidiary in the PRC was 33%. As from January 1, 2008, the applicable CIT rate for ZBDT, the wholly owned subsidiary, is 25%. For the nine months ended March 31, 2008, CIT for ZBDT was $1,759,885. ZYTX, a VIE of the Company, enjoys a favorable tax rate of 15% as it is considered as a high technology company by the Chinese government. ZYTX is also entitled to a full exemption from CIT for the first two years from January 1, 2007 to December 31, 2008. Starting from January 1, 2009, the CIT rate of ZYTX will be 15%. ZYTX is exempted from CIT for the nine months ended March 31, 2008.

Some of the tax concession granted to eligible companies prior to the new CIT law is grand fathered. The new CIT Law has an impact on the deferred tax assets and liabilities of the Company. The Company adjusted deferred tax balances as of March 31, 2007 and June 30, 2007 based on the current applicable tax rate and will continue to assess the impact of such new law in the future. Effects arising from the enforcement of the new CIT Law were reflected into the accounts by best estimates.

Pursuant to the Inland Revenue Ordinance of Hong Kong, Rise & Grow is subject to Hong Kong Profits Tax at 17.5% for the nine months ended March 31, 2008. As Rise & Grow has no assessable profits for the nine months ended March 31, 2008, no provision for profits tax has been made.

F-9

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008

(UNAUDITED)

5. Taxes (Continued)

(a) Corporation Income Tax (“CIT”) (Continued)

Income tax expense is summarized as follows:

	Three Months Ended March 31,					Nine Months Ended March 31,			From October 8, 2006 (Inception) to March 31,
	2008			2007		2008			2007
	(Unaudited)			(Unaudited)		(Unaudited)			(Unaudited)
Computed “expected” expense	$	820,094		$	75,003	$	1,536,271		$	69,689
Permanent differences		(122,243	)		-		(124,912	)		4,877
Income tax expense	$	697,851		$	75,003	$	1,411,359		$	74,566

The tax effects of temporary differences that give rise to the Company’s deferred tax assets and liabilities are as follows:

	March 31, 2008			June 30, 2007
		(Unaudited	)
Current deferred tax assets:
Social welfare expenses	$	12,580		$	1,630
Insurance premiums		608			-
Consumable expenses		4,381			175
Software development income		12,325			-
Depreciation		3,608			-
Amortization		4,315			-
Rental expenses		1,109			-
Business tax		105,881			-
Total current deferred tax assets		144,807			1,805

Current deferred tax liabilities:
Commission income		9,348			-
Total current deferred tax liabilities		9,348			-

Net deferred tax assets	$	135,459		$	1,805

(b) Business Tax

Pursuant to the relevant PRC tax laws, the Company is subject to business tax at 5% of the gross sales, excluding the software development income. For the nine months ended March 31, 2008 and the period from October 8, 2006 (Inception) to March 31, 2007, the Company has provided a total business tax of $729,692 and $3,674, respectively, which is included in the cost of sales in the accompanying condensed consolidated statement of income and comprehensive income.

F-10

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008

(UNAUDITED)

6. Lease commitments

The Company occupies office spaces leased from third parties. For the nine months ended March 31, 2008 and the period from October 8, 2006 (Inception) to March 31, 2007, the Company recognized $83,786 and $6,087, respectively, as rental expense for these spaces. As of March 31, 2008, the Company has outstanding commitments with respect to non-cancelable operating leases as follows:

Year Ending June 30,	Amount
2008	$	47,860
2009		159,500
2010		149,363
2011		25,371
	$	382,094

7. Shareholders’ Equity

(a) Issue of Shares under Section 1145 Shares Pursuant to the Reorganization

On December 18, 2007, the Company issued 1,756,250 shares of common stock under Section 1145 pursuant to the Reorganization. On January 2, 2008, the Company issued the remaining 4,243,750 shares of common stock for a total of 6,000,000 shares of common stock under Section 1145 pursuant to the Reorganization.

(b) Cancellation of Shares Pursuant to the Bankruptcy Court Order

On December 27, 2007, the Company cancelled 17,454,127 shares of common stock pursuant to the Bankruptcy Court Order. On February 4, 2008, 25,000 shares of common stock were cancelled pursuant to the Bankruptcy Court Order

8. Certain Risk and Concentration

Financial instruments that potentially subject the Company to significant concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.

The Company has $2,708,227 in bank deposits with a bank in China, which constitutes about 94% of its total cash and cash equivalents as of March 31, 2008. Historically, deposits in Chinese banks are secured due to the state policy on protecting depositors’ interests. However, China promulgated a new Bankruptcy Law in August 2006, which came into effect on June 1, 2007. The new Bankruptcy Law contains a separate article expressly stating that the State Council may promulgate implementation measures for the bankruptcy of Chinese banks. Under the new Bankruptcy Law, a Chinese bank may go bankrupt. In addition, since China’s concession to WTO, foreign banks have been gradually permitted to operate in China and have been severe competitors against Chinese banks in many aspects, especially since the opening of Renminbi business to foreign banks in late 2006.

Therefore, the risk of bankruptcy of the bank in which that the Company has deposits has increased. In the event of bankruptcy of the bank which holds the Company’s deposits, the Company is unlikely to recover its deposits back in full since it is unlikely to be classified as a secured creditor based on PRC laws.

Accounts receivable consist primarily of software development clients and insurance agents. As of March 31, 2008, approximately 27% of the accounts receivable and 30% of revenues were derived from the software development business. Regarding its online advertising and insurance agency operations, no individual customer accounted for more than 10% of total net revenues for the nine months ended March 31, 2008.

F-11

CHINA INSONLINE CORP.

(FORMERLY KNOWN AS DEXTERITY SURGICAL, INC.) AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS AS OF MARCH 31, 2008

(UNAUDITED)

9. Segment Information

Based on criteria established by SFAS 131, “Disclosures about Segments of an Enterprise and Related Information,” the Company operates three business segments for the nine months ended March 31, 2008, which are software development, online insurance advertising and insurance agency within the PRC. The following is the summary information by segment as of and for the nine months ended March 31, 2008 and the period from October 8, 2006 (Inception) to March 31, 2007:

	Software Development		Online Insurance Advertising		Insurance Agency			Administration			Total
	(Unaudited)		(Unaudited)		(Unaudited)			(Unaudited)			(Unaudited)
Nine Months Ended March 31, 2008
Revenue	$	2,584,658	$	5,875,887	$	8,730		$	-		$	8,469,275
Cost of sales		52,332		360,020		37,233			396,281			845,866
Gross profit (loss)	$	2,532,326	$	5,515,867	$	(28,503	)	$	(396,281	)	$	7,623,409

Long-lived assets	$	23,988	$	2,034	$	2,725,609		$	234,393		$	2,986,024
Current assets	$	890,128	$	2,335,032	$	2,239,262		$	3,097,570		$	8,561,992

From October 8, 2006 (Inception) to March 31, 2007
Revenue	$	192,214	$	66,798	$	-		$	-		$	259,012
Cost of sales		12,437		5,324		-			-			17,761
Gross profit	$	179,777	$	61,474	$	-		$	-		$	241,251

F-12

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

The following is management’s discussion and analysis of certain significant factors which have affected our financial position and operating results during the periods included in the accompanying consolidated financial statements, as well as information relating to the plans of our current management. This report includes forward-looking statements. Generally, the words “believes” “anticipates”, “may”, “will”, “should”, “expect”, “intend”, “estimate”, “continue” and similar expressions or the negative thereof or comparable terminology are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties, including the matters set forth in this report or other reports or documents we file with the SEC from time to time, which could cause actual results or outcomes to differ materially from those projected. Undue reliance should not be place on these forward-looking statements which speak only as of the date hereof. We undertake no obligation to update these forward-looking statements.

The following discussion and analysis should be read in conjunction with our consolidated financial statements and the related notes thereto and other financial information contained elsewhere in this report.

Acquisition of Rise & Grow

On December 18, 2007 (the “Closing Date”), China INSOnline Corp. (formerly known as Dexterity Surgical, Inc. and hereinafter, “CHIO” and together with its subsidiaries, the “Company”) entered into a Share Exchange Agreement (the “Exchange Agreement”) with Rise and Grow Limited, an inactive Hong Kong limited holding company (“Rise & Grow”) and Newise Century Inc., a British Virgin Islands company and the sole stockholder of Rise & Grow (the “Stockholder”). As a result of the share exchange, CHIO acquired all of the issued and outstanding securities of Rise & Grow from the Stockholder in exchange for Twenty-Six Million Four Hundred Thousand (26,400,000) newly-issued shares of CHIO’s common stock, par value $0.001 per share (“Common Stock”). As a result of the exchange, Rise & Grow became our wholly-owned and chief operating subsidiary. We currently have no other business operations other than those of Rise & Grow.

The following is disclosure regarding CHIO, Rise & Grow and the wholly-owned operating subsidiary of Rise & Grow, Zhi Bao Da Tong (Beijing) Technology Co. Ltd. (“ZBDT”), a company formed under the laws of the People’s Republic of China (the “PRC”) and doing business in the PRC. From and after the Closing Date, the operations of Rise & Grow, through its operating subsidiary, ZBDT, are the only operations of CHIO.

Effective March 17, 2008, the Common Stock of CHIO began trading under a new ticker symbol, “CHIO.OB” on the Over-The-Counter Bulletin Board. CHIO changed its ticker symbol from “DEXT.OB” to “CHIO.OB” as a result of the Company’s name change from “Dexterity Surgical, Inc.” to “China INSOnline Corp.”, which such name change became effective as of February 26, 2008.

Organizational Structure of Rise & Grow, ZBDT and ZYTX

Rise & Grow was formed on February 10, 2006 as a Hong Kong limited company. ZBDT was established and incorporated by Rise & Grow and commenced business on September 6, 2007. Rise & Grow’s sole business is to act as a holding company for ZBDT. ZBDT was formed by Rise & Grow for the purpose of developing computer and network software and related products and to promote the development of high-tech industries in the field of Chinese information technology. It does this by controlling, through an Exclusive Technical Consulting and Service Agreement and related transaction documents dated as of September 28, 2007 (collectively, the “Service Agreements”), Beijing Zhi Yuan Tian Xia Technology Co., Ltd. (“ZYTX”), a limited liability company duly established on October 8, 2006 and validly existing under the PRC.

Pursuant to the Services Agreements, ZYTX shall provide on-going technical services and other services to ZYTX in exchange for substantially all net income of ZYTX. In addition, Mr. Zhenyu Wang and Ms. Junjun Xu have pledged all of their shares in ZYTX to ZBDT, representing one hundred percent (100%) of the total issued and outstanding capital stock of ZYTX, as collateral for non-payment under the Service Agreements or for fees on technical and other services due to us thereunder. We have the power to appoint all directors and senior management personnel of ZYTX. Currently, ZYTX is sixty percent (60%) owned by Mr. Zhenyu Wang, CHIO’s Chairman of the Board, and forty percent (40%) owned by Junjun Xu, CHIO’s Chief Executive Officer and a director.

I-2

Business of the Company

We are an Internet service and media company focusing on the PRC insurance industry. With localized websites targeting Greater China, the Company primarily provides, through ZYTX, a network portal through its industry website, www.soobao.cn (hereinafter also referred to as “Soobao”), to insurance companies, agents and consumers for advertising, online inquiry, news circulation, online transactions, statistic analysis and software development. The Company is also a licensed online motor vehicle, property and life insurance agent generating revenues through sales commissions from customers in the PRC.

ZYTX was originally founded with goal of raising the national insurance consciousness and reducing the cost on national security in China by constructing and maintaining its network portal (www.soobao.cn) in order to integrate and optimize business flow during the course of insurance sales and related client services. From incorporation through the end of June 30, 2007, ZYTX was primarily engaged in institutional preparation and prior-period business development. Thereafter, through trial implementation of www.soobao.cn, ZYTX’s products and services received favorable reviews and recognition in the Chinese insurance industry. ZYTX strengthened its technical research and development and expanded its product line after collecting suggestions from clients. In April 2007, www.soobao.cn was formally put into use. From October 8, 2006 (inception) through June 30, 2007, ZYTX’s fiscal year end, ZYTX realized a business income of RMB 17.2 million (US$2.2 million) and net profits of RMB 13.8 million (US$1.8 million).

Today, the Company offers online insurance products and services in China including (a) a network portal for the Chinese insurance industry (www.soobao.cn), offering industry players a forum for advertising products and services, (b) website construction and software development services for marketing teams in the insurance industry, (c) insurance agency services (whereby the Company generates sales commissions on motor vehicle insurance, property insurance and life insurance) and (d) accompanying client support services.

On September 28, 2007, ZBDT signed the following Service Agreements with ZYTX and its stockholders:

Exclusive Technology Consultation Service Agreement, by and between ZYTX and ZBDT, through which ZBDT will provide, exclusively for both parties, technology consultation services to the Company and receive payments periodically; and

Exclusive Equity Interest Purchase Agreements, by and between each of ZYTX’s stockholders and ZBDT, through which ZBDT is entitled to exclusively purchase all of the outstanding shares of capital stock of ZYTX from its current stockholders upon certain terms and conditions, especially upon it is allowable under the PRC laws and regulations; and

Equity Interest Pledge Agreements, by and between each of ZYTX’s stockholders and ZBDT, through which the current stockholders of ZYTX have pledged all their respective shares in ZYTX to ZBDT. These Equity Interest Pledge Agreements guarantee the cash-flow payments under the Exclusive Technology Consultation Service Agreement; and

Powers of Attorney, executed by each of the ZYTX’s stockholders, through which ZBDT is entitled to perform the equity right of ZYTX’s stockholders.

In accordance with Financial Accounting Standards Board (“FASB”) Interpretation No. 46R “Consolidation of Variable Interest Entities” (“FIN 46R”), an Interpretation of Accounting Research Bulletin No. 51, a Variable Interest Entity (a “VIE”) is to be consolidated by a company if that company is subject to a majority of the risk of loss for the VIE or is entitled to receive a majority of the VIE’s residual returns. After executing the above agreements, ZYTX is now considered a VIE and ZBDT its primary beneficiary.

The unaudited condensed financial statements of the Company as of March 31, 2008 have been prepared in accordance with generally accepted accounting principles of interim financial information. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. However, the information included in these interim financial statements reflect all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of management, necessary for the fair presentation of the financial position and the results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for the full year. The condensed balance sheet information as of March 31, 2008 was derived from the audited financial statements of ZYTX as set forth in the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007.

I-3

Plan of Operation

Publicity and Promotion of Soobao

Since its inception, ZYTX has been making business preparations and development mainly in the Beijing area, with a sales mode focusing on marketing. The Company plans to popularize www.soobao.cn and its insurance sales commission businesses in first and second-level cities across China from late mid year of 2008 to the year 2010. The Company plans to attempt to develop www.soobao.cn so that it is the largest network portal in China’s insurance industry and the first choice of network media for insurance companies to advertise and to promote their products and services. We are also planning to organize an insurance agency marketing program.

With respect to network promotion, we plan to set “hot-spot” key words for price competition of the relevant industries in popular search engines and release advertisements in the relevant columns of large portal websites. With respect to traditional media, we plan to launch an integrated vertical promotion by means of LCD televisions installed in office buildings, elevator advertisements, public buses, radio stations and airplane media so as to popularize the www.soobao.cn brand.

Technical Development Plan

Our technical development plan consists of (a) developing applications of new technologies aimed at the network portal to meet the clients’ demand in online transactions, member score accumulation and other new functions, (b) building a two-way bridge for insurance providers and customers based on development and application of insurance portal website (www.soobao.cn) while taking advantage of the Internet platform to connect traditional sales and marketing with e-commerce, (c) technical development aimed at comprehensive solutions in the Internet application field for insurance companies and insurance agencies, (d) the introduction of and continued R&D of a comprehensive life insurance real-time quotation system whereby all life insurance products may be thoroughly compared under certain scientific and quantifiable factors and (e) the introduction and continued R&D of an insurance statistical and data analysis system that can analyze a present and prospective customer’s “hot-points” of insurance through analyzing a large number of effective clicks.

Products and Services Plan

The Company intends to focus on its products and services in following areas:

With respect to the Company’s motor vehicle insurance sales business, the Company plans to provide motor vehicle-owners more value-added services following the purchase of motor vehicle insurance and the Company plans to improve its membership club programs in the area of motor vehicle insurance;

The Company plans to gradually grow its property insurance and life insurance business as insurance agent by utilizing third-party insurance brokers and by choosing cost-effective products. With online product optimization and the ability to compare products online in real-time, the Company will be able to choose more suitable insurance, enhance customer insurance purchasing efficiency and reduce costs.

Capitalize on our brand name and current influence in the Chinese insurance industry through www.soobao.cn in order to drive consumer sales.

I-4

Nationwide Marketing Network Construction Plan

To carry out insurance sales more effectively and to supplement the function and effect of www.soobao.cn, ZYTX is in the process of constructing a comprehensive chain insurance supermarket entity whereby the Company intends to establish branch sales agency locations in key cities throughout China in the form of purchase or franchisee, and strive to establish a nationwide insurance marketing network system. ZYTX plans to set up subsidiaries and branches in every province and major city across China, provide prospective clients with a series of services such as one-to-one advisory on different products offered by different insurance companies, examination of life insurance, insurance site-sales, compensation and appreciation and claims settlement. As there will likely be many specialized clients in the transaction market, the Company plans to organize professional lectures on insurance, create an industry salon and release new products and services. It is our goal through such entity to (a) educate consumers with respect to insurance and insurance products, (b) provide objective and impartial information of each company’s product, (c) offer personalized insurance programs to consumers, (d) offer after-sale one-stop compensation services including improved efficiency with claims settlements and (e) offer exposure to www.soobao.cn and enjoy the network value-added services which are not offered through more traditional insurance consumption.

Purchase of Equipment

In light of the expanding insurance industry and in order to make web-browsing timely, smooth and secure, it will be necessary for the Company to continually upgrade the existing network portal hardware environment and to strengthen its network security inputs, while at the same time increase advertisement promotion related to network portal brand building. Therefore, we expect to purchase an estimated RMB 10 million (US$1.3 million) of equipment over the next twelve (12) months.

Employees

With the anticipated business growth and nationwide business development as discussed above, the Company plans to employ up to three hundred (300) employees in the following two (2) to three (3) years through external introduction and internal training.

Cash Requirements

As of the date of this report, all of our capital is equity capital and we have not made any debt financing with any bank or other financial institutions. We believe our capital is sufficient to satisfy our cash requirements. As our business develops, the Company may consider raising additional funds if conditions are suitable.

Summary of Significant Accounting Policies

Economic and Political Risks

The Company’s operations are conducted in the PRC. Accordingly, the Company’s business, financial condition and results of operations may be influenced by the political, economic and legal environments in the PRC, and by the general state of the PRC economy. The Company’s operations in the PRC are subject to special considerations and significant risks not typically associated with companies in North America and Western Europe. These include risks associated with, among others, the political, economic and legal environment and foreign currency exchange. The Company’s results may be adversely affected by changes in the political and social conditions in the PRC, and by changes in governmental policies with respect to laws and regulations, anti−inflationary measures, currency conversion, remittances abroad, and rates and methods of taxation, among other things.

Use of Estimates

Fair Value of Financial Instruments

Deferred Revenue

Deferred revenue primarily comprises contractual billings in excess of recognized revenue and payments received in advance of revenue recognition.

I-5

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturity of three months or less to be cash equivalents.

Foreign Currency Translation

The accompanying financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (“RMB”) and Hong Kong Dollars (“HKD”). The financial statements are translated into United States dollars from RMB and HKD at period-end exchange rates as to assets and liabilities and average exchange rates as to revenues and expenses. Capital accounts are translated at their historical exchange rates when the capital transactions occurred.

	March 31, 2008		June 30, 2007		March 31, 2007
Period/year end RMB: US$ exchange rate		7.0100		7.6155		7.7342

Period/year average RMB: US$ exchange rate		7.4919		7.7446		7.8038

Period/year end HKD: US$ exchange rate		7.8114		7.8190		7.8325

Period/year average HKD: US$ exchange rate		7.8297		7.7960		7.8150

Revenue Recognition

Advertising

Software Development

Insurance Commissions

I-6

Fixed Assets

Fixed assets are carried at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are five years for motor vehicles, computers and equipment. For leasehold improvements, depreciation is computed using the straight-line method over the estimated useful lives or lease term of the hired premises, whichever is shorter. Depreciation expense for the nine months ended March 31, 2008 and for the period from October 8, 2006 to March 31, 2007 was $38,617 and $1,717, respectively.

Software

Amortization expense for the nine months ended March 31, 2008 and for the period from October 8, 2006 to March 31, 2007 was $26,918 and $0, respectively.

Earnings Per Share

I-7

Results of Operations

For the Three Months Ended March 31, 2008 Compared To Three Months Ended March 31, 2007

Our operating results are presented on a condensed consolidated basis for the three months ended March 31, 2008, as compared to the three months ended March 31, 2007.

The following table sets forth the amounts and the percentage relationship to revenues of certain items in our condensed consolidated statements of income for the three months ended March 31, 2008 and 2007.

	2008				2007				Variance

REVENUES	$	3,345,933	104	%	$	260,537	100	%	$	3,085,396	1184	%
DISCOUNT ALLOWED		115,632	4	%		-	0	%		115,632	100	%
REVENUES, NET		3,230,301	100	%		260,537	100	%		2,969,764	1140	%
COST OF SALES		623,033	19	%		14,907	6	%		608,126	4079	%
GROSS PROFIT		2,607,268	81	%		245,630	94	%		2,361,638	961	%
General & administrative expenses		262,335	8	%		14,508	6	%		247,827	1708	%
Selling expenses		43,185	1	%		3,934	2	%		39,251	998	%
OPERATING INCOME		2,301,748	71	%		227,188	87	%		2,074,560	913	%
Interest income, net		6,289	0	%		95	0	%		6,194	6520	%
INCOME BEFORE TAXES		2,308,037	71	%		227,283	87	%		2,080,754	915	%
Income tax		697,851	22	%		75,003	29	%		622,848	830	%
NET INCOME	$	1,610,186	50	%	$	152,280	58	%	$	1,457,906	957	%

Revenues

The Company’s consolidated revenue rose to $3,345,933 for the three months ended March 31, 2008, a 1184% increase from $260,537 reported for the three months ended March 31, 2007. The consolidated net revenue rose to $3,230,301 for the three months ended March 31, 2008, a 1140% increase from $260,537 reported for the three months ended March 31, 2007.

The increase in revenue can be attributed to the following factors: a) the significant increase of online insurance advertising services; b) the increase of software development projects and; c) the launch of new business operation of insurance agency services.

	2008				2007				Variance

Software development	$	434,964	13	%	$	193,346	74	%	$	241,618	125	%
Online insurance advertising		2,782,749	83	%		67,191	26	%		2,715,558	4042	%
Insurance agency		128,220	4	%		-	0	%		128,220	100	%
Total Revenue	$	3,345,933	100	%	$	260,537	100	%	$	3,085,396	1184	%

The significant increase of online insurance advertising services is a result of the significant increase in the recruitment of insurance agents upto 70 teams of over 5,970 members for the three months ended March 31, 2008 from 11 teams of 1,285 members for the three months ended March 31, 2007, and revenue was increased by 4042% or $2,715,558 to $2,782,749 for the three months ended March 31, 2008 from $67,191 for the three months ended March 31, 2007.

I-8

Cost of Sales

The Company’s consolidated cost of sales (“COS”) increased $608,126 or 4079% to $623,033 or 19% of net revenues for the three months ended March 31, 2008, from $14,907 or 6% of net revenues for the three months ended March 31, 2007. The increase in COS is attributed to the significant increase in revenues and accordingly the enlarged scale of operations to meet the operational needs. Besides, the Business Tax for the inter-company transactions was $401,399 for the three months ended March 31, 2008, which was generated from the consultancy services fee paid by our VIE, ZYTX, to its primary beneficiary, ZBDT.

	2008				2007				Variance

Business tax and levies	$	556,384	89	%	$	3,696	25	%	$	552,688	14954	%
Salaries and allowance		23,937	4	%		6,059	41	%		17,878	295	%
Social insurance		9,694	2	%		2,454	16	%		7,240	295	%
Depreciation		1,591	0	%		978	7	%		613	63	%
Others		31,427	5	%		1,720	12	%		29,707	1727	%
Total Cost of Sales	$	623,033	100	%	$	14,907	100	%	$	608,126	4079	%

Gross Profit

The Company’s consolidated gross profit increased by $2,361,638 or 961% to $2,607,268 for the three months ended March 31, 2008 from $245,630 for the three months ended March 31, 2007. The increase in gross profit is attributable to the significant increase in revenues from online insurance advertising business.

General and Administrative Expenses

General and administrative expenses were $262,335 or 8% of our net revenue for the three months ended March 31, 2008, as compared to $14,508 or 6% of net revenues for the three months ended March 31, 2007. The increase was mainly attributable to the growth of our business operations.

Selling Expenses

Selling expenses were $43,185 or 1% of net revenues for the three months ended March 31, 2008, as compared to $3,934, or 2% of net revenues for the three months ended March 31, 2007. The increase is attributable to the growth of our sales activities and operations during the period.

Finance Income, net

Net finance income for the three months ended March 31, 2008 was $6,289, as compared to $95 for the three months ended March 31, 2007. It represents interest income for the periods.

Income Tax

The Company has not recorded a provision for U.S. federal income taxes for the three months ended March 31, 2008 due to the net operating loss carry forward in the United States.

On March 16, 2007, the National People’s Congress of China approved the new Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”), which was effective from January 1, 2008. Prior to January 1, 2008, the CIT rate applicable to the Company’s subsidiary in the PRC was 33%. Starting January 1, 2008, the applicable CIT rate for ZBDT, a wholly owned subsidiary, is 25%. For the three months ended March 31, 2008, the CIT for ZBDT was $1,759,885. ZYTX, a VIE of the Company, enjoys a favorable tax rate of 15% as it is considered as a high technology company by the Chinese government. ZYTX is also entitled to a full exemption from CIT for the first two years from January 1, 2007 to December 31, 2008. Starting from January 1, 2009, the CIT rate of ZYTX will be 15%. ZYTX was exempted from CIT for the three months ended March 31, 2008.

I-9

Some of the tax concession granted to eligible companies prior to the new CIT law is grandfathered. The new CIT Law has an impact on the deferred tax assets and liabilities of the Company. The Company adjusted deferred tax balances as of March 31, 2007 and June 30, 2007 based on the current applicable tax rate and will continue to assess the impact of such new law in the future. Effects arising from the enforcement of the new CIT Law were reflected into the accounts by best estimates.

Pursuant to the Inland Revenue Ordinance of Hong Kong, Rise & Grow is subject to the Hong Kong Profits Tax at 17.5% for the nine months ended March 31, 2008. As Rise & Grow has no assessable profits for the three months ended March 31, 2008, no provision for profits tax has been made.

Income tax expense is summarized as follows:

	2008			2007
Computed “expected” expense	$	820,094		$	75,003
Permanent differences		(122,243	)		-
Income tax expense	$	697,851		$	75,003

Net Income

Net income was $1,610,186 and net profit margin was 50% for the three months ended March 31, 2008, as compared to net income was $152,280 and net profit margin was 58% for the three months ended March 31, 2007. The increase in net income of $1,457,906 is attributable to the increase in revenue from our business operations.

Results by Segment

The Company has determined that there are three reportable business segments for the three months ended March 31, 2008 and 2007, which are software development, online insurance advertising and insurance agency within the PRC.

(a) Software Development

	2008				2007				Variance

Revenue	$	434,964	100	%	$	193,346	100	%	$	241,618		125	%
COS		10,229	2	%		10,289	5	%		(60	)	(1	)%
Gross profit	$	424,735	98	%	$	183,057	95	%	$	241,678		132	%

Revenues from software development increased by 125% or $241,618 to $434,964 for the three months ended March 31, 2008 from $193,346 for the three months ended March 31, 2007. The increase is attributable to the growth of the operations.

In additions, the Company maintained a stable COS and GP ratio throughout the three months ended March 31, 2008 and 2007, which summarized as table below:

	2008					2007				Variance

Salaries and allowance	$	9,952		97	%	$	5,440	53	%	$	4,512		83	%
Social insurance		4,488		44	%		2,203	21	%		2,285		104	%
Depreciation		760		7	%		926	9	%		(166	)	(18	)%
Others		(4,970	)	(49	)%		1,720	17	%		(6,690	)	(389	)%
	$	10,230		100	%	$	10,289	100	%	$	(59	)	1	%

Different from the other business segment, the Software Development was the only one not subject to Business tax and levies under the existing PRC tax law. As a result, no Business tax and levies expenses were incurred.

I-10

(b) Online Insurance Advertising

	2008				2007				Variance

Revenue	$	2,782,749	100	%	$	67,191	100	%	$	2,715,558	4042	%
COS		182,476	7	%		4,618	7	%		177,858	3851	%
Gross profit	$	2,600,273	93	%	$	62,573	93	%	$	2,537,700	4056	%

Revenues from online insurance advertising increased by 4042% or $2,715,558 to $2,782,749 for the three months ended March 31, 2008 from $67,191 for the three months ended March 31, 2007. The increase is attributable to the significant recruitment of new insurance agents up to 70 teams, which consist of over 5,970 members who subscribed to our online advertising and website construction services during the three months ended March 31, 2008, comparing with the 11 teams, which consist of 1,285 members during the three months ended March 31, 2007.

	2008				2007				Variance

Business tax & levies	$	153,051	84	%	$	3,696	80	%	$	149,355	4041	%
Salaries and allowance		13,984	8	%		619	13	%		13,365	2159	%
Social insurance		5,206	3	%		251	5	%		4,955	1974	%
Depreciation		755	0	%		52	1	%		703	1352	%
Others		9,480	5	%		0	0	%		9,480	N/A
	$	182,476	100	%	$	4,618	100	%	$	177,858	3851	%

Meanwhile, the Company maintained stable COS and GP ratio for both three months ended March 31, 2008 and 2007.

As the Online Insurance Advertising is subject to Business tax and levies, the Business tax and levies become the most significant elements of the COS, which is 5.5% of revenue. Comparing with same period prior year, the increase of Business tax and levies is attributable to the increase of revenue.

(c) Insurance Agency

	2008					2007			Variance

Revenue	$	128,220		1019	%	$	-	N/A	$	128,220		100	%
Discount allowed		115,632		919	%		-	N/A		115,632		100	%
Revenue, net		12,588		100	%		-	N/A		12,588		100	%
COS		34,047		270	%		-	N/A		34,047		100	%
Gross loss	$	(21,459	)	(170	)%	$	-	N/A	$	(21,459	)	(100	)%

Insurance agency was launched in September 2007, which is a new operating sector for the Company. There is no comparative information for the three month ended March 31, 2007.

Revenue on Insurance agency is also subject to Business tax and levies, the COS mainly consists of Business tax and levies in 5.5% of revenue, amounting to $7,052, and amortization of software for the this business segment amounting to $26,198 for the three months ended March 31, 2008.

I-11

(d) Administration

	2008				2007		Variance

Revenue	$	-	-		$	-	$	-	-
COS		396,281	100	%		-		396,281	100	%
Gross loss	$	396,281	100	%	$	-	$	396,281	100	%

Administration represented the inter-companies’ service income from ZYTX to ZBDT, which eliminated on consolidation. However, under the relevant PRC tax law, service income of ZBDT was subject to Business Tax and levies of 5.5% on revenue, which was recognized as COS of administration.

For The Nine Months Ended March 31, 2008 Compared To The Period From October 8, 2006 (Inception) to March 31, 2007

Our operating results are presented on a condensed consolidated basis for the nine months ended March 31, 2008, as compared to the period ended from October 8, 2006 to March 31, 2007.

The following table sets forth the amounts and the percentage relationship to revenues of certain items in our condensed consolidated statements of income for the nine months ended March 31, 2008 and the period ended from October 8, 2006 to March 31, 2007.

	Nine Months Ended March 31, 2008				From October 8, 2006 (Inception) to March 31, 2007				Variance

REVENUES	$	8,646,686	102	%	$	259,012	100	%	$	8,387,674	3238	%
DISCOUNT ALLOWED		177,411	2	%		-	0	%		177,411	100	%
REVENUES, NET		8,469,275	100	%		259,012	100	%		8,210,263	3170	%
COST OF SALES		845,866	10	%		17,761	7	%		828,105	4662	%
GROSS PROFIT		7,623,409	90	%		241,251	93	%		7,382,158	3060	%
General & administrative expenses		477,297	6	%		25,350	10	%		451,947	1783	%
Selling expenses		99,128	1	%		4,935	2	%		94,193	1909	%
OPERATING INCOME		7,046,984	83	%		210,966	81	%		6,836,018	3240	%
Interest income, net		12,764	0	%		213	0	%		12,551	5892	%
INCOME BEFORE TAXES		7,059,748	83	%		211,179	82	%		6,848,569	3243	%
Income tax		1,411,359	17	%		74,566	29	%		1,336,793	1793	%
NET INCOME	$	5,648,389	67	%	$	136,613	53	%	$	5,511,776	4035	%

Revenues

The Company’s consolidated revenue rose to $8,646,686 for the nine months ended March 31, 2008, a 3238% increase from $259,012 reported for the period from October 8, 2006 to March 31, 2007. The consolidated net revenue rose to $8,469,275 for the nine months ended March 31, 2008, a 3170% increase from $259,012 reported for the period from October 8, 2006 to March 31, 2007

I-12

The increase in revenue can be attributed to the following factors: the significant increase of online insurance advertising services, the increase of software development projects and the launch of new business operation of insurance agency services.

	Nine Months Ended March 31, 2008				From October 8, 2006 (Inception) to March 31, 2007				Variance

Software development	$	2,584,658	30	%	$	192,214	74	%	$	2,392,444	1245	%
Online insurance advertising		5,875,887	68	%		66,798	26	%		5,809,089	8697	%
Insurance agency		186,141	2	%		-	0	%		186,141	100	%
Total Revenue	$	8,646,686	100	%	$	259,012	100	%	$	8,387,674	3238	%

The significant increase of online insurance advertising services is a result of the significant increase in the recruitment of insurance agents up to 70 teams of over 5,970 members for the nine months ended March 31, 2008 from 11 teams of 1,285 members for the period from October 8, 2006 to March 31, 2007, and revenue was increased by 8697% or $5,809,089 to $5,875,887 for the nine months ended March 31, 2008 from $66,798 for the period from October 8, 2006 to March 31, 2007

The increase of software development projects during the nine months ended March 31, 2008, which raised the software development income by $2,392,444 or 1245% to $2,584,658, due to completion of two projects, for the nine months ended March 31, 2008 from $192,214 for the period from October 8, 2006 to March 31, 2007.

Cost of Sales

The Company’s consolidated cost of sales (“COS”) increased $828,105 or 4662% to $845,866 or 10% of net revenues for the nine months ended March 31, 2008, from $17,761 or 7% of net revenues for the period from October 8, 2006 to March 31, 2007. The increase in COS is attributed to the significant increase in revenues and accordingly the enlarged the scale of operations to meet the operational needs. Besides, the Business Tax for the inter-company transactions was $396,281 for the nine months ended March 31, 2008, which was generated from the consultancy services fee paid by our VIE, ZYTX, to its primary beneficiary, ZBDT.

	Nine Months Ended March 31, 2008				From October 8, 2006 (Inception) to March 31, 2007				Variance

Business tax and levies	$	729,692	86	%	$	3,674	21	%	$	726,018	19761	%
Salaries and allowance		52,891	6	%		7,056	40	%		45,835	650	%
Social insurance		21,780	3	%		2,858	16	%		18,922	662	%
Depreciation		4,309	1	%		1,134	6	%		3,175	280	%
Other		37,194	4	%		3,039	17	%		34,155	1124	%
Total Cost of Sales	$	845,866	100	%	$	17,761	100	%	$	828,105	4662	%

Gross Profit

The Company’s consolidated gross profit increased by $7,382,158 or 3060% to $7,623,409 for the nine months ended March 31, 2008 from $241,251 for the period from October 8, 2006 to March 31, 2007. The increase in gross profit is attributable to the significant increase in revenues from software development and online insurance advertising business.

General and Administrative Expenses

General and administrative expenses were $477,297 or 6% of net revenue for the nine months ended March 31, 2008, as compared to $25,350 or 10% of net revenues for the period from October 8, 2006 to March 31, 2007. The increase was mainly attributable to the growth of our business operations.

I-13

Selling Expenses

Selling expenses were $99,128 or 1% of net revenues for the nine months ended March 31, 2008, as compared to $4,935, or 2% of net revenues for the period from October 8, 2006 to March 31, 2007. The increase is attributable to the increase of sales activities.

Interest Income, net

Net interest income for the nine months ended March 31, 2008 was $12,764, compared to $213 for the period from October 8, 2006 to March 31, 2007. The increase is attributable to increase of bank deposit as the growth of our business operations for the nine months ended March 31, 2008.

Income Tax

The Company has not recorded a provision for U.S. federal income taxes for the nine months ended March 31, 2008 due to the net operating loss carry forward in the United States.

On March 16, 2007, the National People’s Congress of China approved the new Corporate Income Tax Law of the People’s Republic of China (the “New CIT Law”), which was effective from January 1, 2008. Prior to January 1, 2008, the CIT rate applicable to the Company’s subsidiary in the PRC was 33%. Starting January 1, 2008, the applicable CIT rate for ZBDT, a wholly owned subsidiary, is 25%. For the nine months ended March 31, 2008, the CIT for ZBDT was $1,759,885. ZYTX, a VIE of the Company, enjoys a favorable tax rate of 15% as it is considered as a high technology company by the Chinese government. ZYTX is also entitled to a full exemption from CIT for the first two years from January 1, 2007 to December 31, 2008. Starting from January 1, 2009, the CIT rate of ZYTX will be 15%. ZYTX is exempted from CIT for the nine months ended March 31, 2008.

Some of the tax concession granted to eligible companies prior to the new CIT law is grandfathered. The new CIT Law has an impact on the deferred tax assets and liabilities of the Company. The Company adjusted deferred tax balances as of March 31, 2007 and June 30, 2007 based on the current applicable tax rate and will continue to assess the impact of such new law in the future. Effects arising from the enforcement of the new CIT Law were reflected into the accounts by best estimates.

Pursuant to the Inland Revenue Ordinance of Hong Kong, Rise & Grow is subject to the Hong Kong Profits Tax at 17.5% for the nine months ended March 31, 2008. As Rise & Grow has no assessable profits for the nine months ended March 31, 2008, no provision for profits tax has been made.

Income tax expense is summarized as follows:

	Nine Months Ended March 31, 2008			From October 8, 2006 (Inception) to March 31, 2007
Computed “expected” expense	$	1,536,271		$	69,689
Permanent differences		(124,912	)		4,877
Income tax expense	$	1,411,359		$	74,566

Net Income

Net income was $5,648,389 and net profit margin was 67% for the nine months ended March 31, 2008, as compared to net income was $136,613 and net profit margin was 53% for the period from October 8, 2006 to March 31, 2007. The increase in net income of $5,511,776 or 4035% is attributable to the increase in revenue form our business operations.

I-14

Results by Segment

The Company has determined that there are three reportable business segments for the nine months ended March 31, 2008 and for the period ended from October 8, 2006 to March 31, 2007, which are software development, online insurance advertising and insurance agency within the PRC.

(a) Software Development

	Nine Months Ended March 31, 2008				From October 8, 2006 (Inception) to March 31, 2007				Variance

Revenue	$	2,584,658	100	%	$	192,214	100	%	$	2,392,444	1245	%
COS		52,332	2	%		12,437	6	%		39,895	321	%
Gross profit	$	2,532,326	98	%	$	179,777	94	%	$	2,352,549	1309	%

Revenues from software development increased by 1245% or $2,392,444 to $2,584,658 for the nine months ended March 31, 2008 from $192,214 for the period from October 8, 2006 to March 31, 2007. The increase is attributable to the growth of the operations.

In additions, the Company maintained a stable COS and GP ratio throughout the nine months ended March 31, 2008 and for the period from October 8, 2006 to March 31, 2007, which summarized as table below:

	Nine Months Ended March 31, 2008				From October 8, 2006 (Inception) to March 31, 2007				Variance

Salaries and allowance	$	37,577	72	%	$	5,927	48	%		31,650		534	%
Social insurance		10,710	20	%		2,400	19	%		8,310		346	%
Depreciation		3,248	6	%		1,069	9	%		2,179		204	%
Others		797	2	%		3,041	24	%		(2,244	)	(74	)%
	$	52,332	100	%	$	12,437	100	%	$	39,895		321	%

(b) Online Insurance Advertising

	Nine Months Ended March 31, 2008				From October 8, 2006 (Inception) to March 31, 2007				Variance

Revenue	$	5,875,887	100	%	$	66,798	100	%	$	5,809,089	8697	%
COS		360,020	6	%		5,324	8	%		354,696	6662	%
Gross profit	$	5,515,867	94	%	$	61,474	92	%	$	5,454,393	8873	%

Revenues from online insurance advertising increased by 8697% or $5,809,089 to $5,875,887 for the nine months ended March 31, 2008 from $66,798 for the nine months ended March 31, 2007. The increase is attributable to the significant recruitment of new insurance agents up to 70 teams, which consist of over 5,970 members who subscribed to our online advertising and website construction services during the nine months ended March 31, 2008, comparing with the 11 teams, which consist of 1,285 members during the nine months ended March 31, 2007.

I-15

	Nine Months Ended March 31, 2008				From October 8, 2006 (Inception) to March 31, 2007				Variance

Business tax & levies	$	323,174	90	%	$	3,674	69	%		319,500	8696	%
Salaries and allowance		15,313	4	%		1,129	21	%		14,184	1256	%
Social insurance		11,070	3	%		457	9	%		10,613	2322	%
Depreciation		984	0	%		64	1	%		920	1438	%
Others		9,480	3	%		-	0	%		9,480	100	%
	$	360,021	100	%	$	5,324	100	%	$	354,697	6662	%

Meanwhile, the Company maintained stable COS and GP ratio for both nine months ended March 31, 2008 and for the period from October 8, 2006 to March 31, 2007.

(c) Insurance Agency

	Nine Months Ended March 31, 2008					From October 8, 2006 (Inception) to March 31, 2007			Variance

Revenue	$	186,141		2133	%	$	-	N/A	$	186,141		100	%
Discount allowed		177,411		2032	%		-	N/A		177,411		100	%
Revenue, net		8,730		100	%		-	N/A		8,730		100	%
COS		37,233		426	%		-	N/A		37,233		100	%
Gross loss	$	(28,503	)	(326	)%	$	-	N/A	$	(28,503	)	(100	)%

Insurance agency was launched in September 2007, which is a new operating sector for the Company, there is no comparative information for the period from October 8, 2006 to March 31, 2007.

Revenue on Insurance agency is also subject to Business tax and levies, the COS mainly consists of Business tax and levies in 5.5% of revenue, amounting to $10,238, and amortization of software for the this business segment amounting to $26,918 for the nine months ended March 31, 2008.

(d) Administration

	Nine Months Ended March 31, 2008				From October 8, 2006 (Inception) to March 31, 2007		Variance

Revenue	$	-	-		$	-	$	-	-
COS		396,281	100	%		-		396,281	100	%
Gross loss	$	396,281	100	%	$	-	$	396,281	100	%

I-16

Liquidity and Capital Resources

Cash flow

As of March 31, 2008, the Company has $2,708,227 in bank deposits with a bank in China, which constitutes about ninety-four percent (94%) of its total cash and cash equivalent as of such date.

We summarize our Statement of Cash flow for the nine months ended March 31, 2008 and the period from October 8, 2006 (Inception) to March 31, 2007 as below:

	Nine Months Ended March 31, 2008			From October 8, 2006 (Inception) to March 31, 2007			Variance
Net cash provided by (used in)
Operating activities	$	5,294,779		$	(38,898	)	$	5,333,677		(13711	)%
Investing activities		(3,018,178	)		(31,408	)		(2,986,770	)	9510	%
Financing activities		-			126,360			(126,360	)	(100	)%
Net change in cash and cash equivalents		2,276,601			56,054			2,220,547		3962	%

Effect of exchange rate changes on cash and cash equivalents		561,485			3,933			557,552		14162	%

Cash and cash equivalents at beginning of period		47,657			-			47,657		100	%

Cash and cash equivalents at end of period	$	2,885,743		$	59,987		$	2,825,756		4711	%

Cash flows provided by operating activities during the nine months ended March 31, 2008 amounted to $5,294,779, representing an increase of $5,333,677 of cash inflow, as opposite to cash outflows used in operating activities of $38,898 during the period ended March 31, 2007. The increase in cash flows from operating activities was primarily due to the growth of the operating activities mainly on online insurance advertising.

Cash flows used in investing activities was $3,018,178 during the nine months ended March 31, 2008, which represented an increase of $2,986,770 or 9510%, as compared to $31,408 for the period ended March 31, 2007. This increase is mainly attributable to the acquisition of two application software of $2,753,210, and acquisition of fixed assets amounting to $264,968 to facilitate the new business of insurance agency services.

For the period ended March 31, 2008, cash provided by financing activities was $0, as compared to $126,360 of proceeds from registered capital for the incorporation of ZYTX, on October 8, 2006, for the period ended March 31, 2007.

Liquidity

The primary source of liquidity had been cash generated from operations, which included cash inflows from currency translation activities. Historically, the primary liquidity requirements were for capital expenditures, working capital and investments. Our contractual obligations, commitments and debt service requirements over the next 12 months are not significant. Our primary source of liquidity will continue to be cash generated from operations as well as existing cash on hand. We have availability under our amended and restated credit facilities to assist, if required, in meeting our working capital needs and other contractual obligations.

We believe our current cash and cash equivalents and cash generated from operations will satisfy our expected working capital and other requirements for the foreseeable future based on current business strategy and expansion plan. We believe we will have available resources to meet our short-term liquidity requirements.

I-17

As of March 31, 2008, all of our capital is equity capital and we have not made any debt financing with any bank or other financial institutions. We believe our capital is sufficient to satisfy our cash requirements in the next twelve months. As for our business development, the Company may consider raising additional funds for the following future business plans if conditions are suitable:

To expand our Beijing office and upgrade our network operating environment;

To expand our online insurance sales supermarket; and

To expand our operations in different cities in the PRC; and

To acquire equipment to continually upgrade the existing network portal hardware environment and to strengthen its network security inputs.

Recent Accounting Pronouncements

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option of Financial Assets and Financial Liabilities” (“SFAS No. 159”), which permits entities to measure many financial instruments and certain other items of fair value. SFAS No. 159’s overall objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. SFAS No. 159 applies to all entities, including not-for-profit organization, and most of its provisions apply only to entities that elect the fair value option, although FAS 159’s amendment to FAS 115 applies to all entities with available-for-sale and trading securities. This Statement was effective as of the beginning of each reporting entity's first fiscal year that begins after November 15, 2007. Adoption of the first interim period of earlier fiscal years, provided the entity also elects to early adopt SFAS No. 159. The Company is currently evaluating the impact on adoption of SFAS No. 159 may have on our financial statements.

I-18

Material Commitments

The Company occupies office space leased from third parties. For the nine months ended March 31, 2008 and the period from October 8, 2006 (Inception) to March 31, 2007, the Company recognized $83,786 and $6,087, respectively, as rental expense for these spaces. As of March 31, 2008, the Company has outstanding commitments with respect to non-cancelable operating leases as follows:

Year Ending June 30,	Amount
2008	$	47,860
2009		159,500
2010		149,363
2011		25,371
	$	382,094

Off-Balance Sheet Arrangements

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

Risk Factor

As a smaller reporting company, we are not required to provided the information required by this item.

ITEM 3A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures and internal controls designed to ensure that information required to be disclosed in the Company’s filings under the Securities Exchange Act of 1934, as amended is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s rules and forms. As of the end of the period covered by this Quarterly Report, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures are effectively designed to ensure that information required to be disclosed or filed by us is recorded, processed or summarized, within the time periods specified in the rules and regulations of the Securities and Exchange Commission. It should be noted that the design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote.

Changes In Internal Controls

There was no change in the Company’s internal control over financial reporting that was identified in connection with such evaluation that occurred during the period covered by this Quarterly Report on Form 10-QSB/A that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

I-19

PART II

OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

In the normal course of business, we are named as a defendant in lawsuits in which claims are asserted against us. In our opinion, the liabilities, if any, which may ultimately result from such lawsuits, are not expected to have a material adverse effect on our financial position, results of operations or cash flows. As of the date hereof, there is no outstanding litigation.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On December 18, 2007, pursuant to the terms of the Exchange Agreement, the Company acquired all of the issued and outstanding capital stock of Rise & Grow in exchange for the issuance by CHIO of 26,400,000 newly-issued shares of Common Stock to the Stockholder (Newise Century Inc.). The Company did not issue any shares of unregistered securities for the quarter ended March 31, 2008.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITYHOLDERS

None.

ITEM 5. OTHER INFORMATION

On February 22, 2008, the Board of Directors (the “Board”) of the Company adopted a new Code of Ethics that applies to the Company’s officers, directors and employees. A copy of the Code of Ethics is attached to the Company’s Current Report on Form 8-K as Exhibit 14.1 as filed with the SEC on February 27, 2008.

On February 22, 2008, the Board of the Company also approved the charters for each of the Audit Committee, the Compensation and the Nominating Committees of the Board. A copy of the Audit Committee Charter, the Compensation Committee Charter and the Nominating Committee Charter are attached to the Company’s Current Report on Form 8-K as Exhibits 99.1, 99.2 and 99.3, respectively as filed with the SEC on February 27, 2008.

Effective March 17, 2008, the common stock of CHIO began trading under a new ticker symbol, “CHIO.OB” on the Over-The-Counter Bulletin Board. CHIO changed its ticker symbol from “DEXT.OB” to “CHIO.OB” as a result of the Company’s name change from “Dexterity Surgical, Inc.” to “China INSOnline Corp.”, which such name change became effective as of February 26, 2008.

On April 8, 2008, the Board unanimously resolved to amend and restate the Company’s bylaws, and the Company did amend and restate its bylaws, to (a) add a provision requiring a quorum of 33 1/3% at any annual or special stockholder meeting and (b) allow the Board to adopt a resolution providing for uncertificated shares. A copy of the amended and restated bylaws of the Company is attached hereto as Exhibit 3.3.

II-1

ITEM 6. EXHIBITS

(a) Exhibits:

EXHIBIT NO.	DESCRIPTION	LOCATION
3.1	Certificate of Incorporation (as amended) of Dexterity Surgical, Inc.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
3.2	Certificate of Amendment to the Company’s Certificate of Incorporation, dated February 26, 2008	Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB as filed with the SEC on May 15, 2008
3.3	Amended and Restated Bylaws of the Company	Incorporated by reference to the Company’s Quarterly Report on Form 10-QSB as filed with the SEC on May 15, 2008
3.4	Certificate of Incorporation of Rise and Grow Limited	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
3.5	Certificate of Incorporation of ZBDT (Beijing) Technology Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
3.6	Company Charter of ZBDT (Beijing) Technology Co., Ltd.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
10.1	Share Exchange Agreement, dated December 17, 2007, by and among Dexterity Surgical, Inc., Rise and Grow Limited and Newise Century Inc.	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
10.2	Exclusive Technology Consultation Service Agreement, dated September 28, 2007, by and between ZBDT and ZYTX	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
10.3	Exclusive Interest Purchase Agreement, dated September 28, 2007, by and between ZBDT and Zhenyu Wang	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
10.4	Exclusive Interest Purchase Agreement, dated September 28, 2007, by and between ZBDT and Junjun Xu	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
10.5	Equity Interest Pledge Agreement, dated September 28, 2007, by and between ZBDT and Zhenyu Wang	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
10.6	Equity Interest Pledge Agreement, dated September 28, 2007, by and between ZBDT and Junjun Xu	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
10.7	Power of Attorney, dated September 28, 2007, executed by Zhenyu Wang in favor of ZBDT	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007
10.8	Power of Attorney, dated September 28, 2007, executed by Junjun Xu in favor of ZBDT	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on December 20, 2007

II-2

EXHIBIT NO.

DESCRIPTION

LOCATION

14.1	Code of Ethics	Incorporated by reference to the Company’s Current Report on Form 8-K as filed with the SEC on February 27, 2008
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Provided herewith
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002	Provided herewith
32.1	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002	Provided herewith
32.2	Certification Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of the Sarbanes-Oxley Act Of 2002	Provided herewith
99.1	Audit Committee Charter of the Company	Incorporated by reference to Exhibit 99.1 to the Company’s Current Report on Form 8-K as filed with the SEC on February 27, 2008
99.2	Compensation Committee Charter of the Company	Incorporated by reference to Exhibit 99.2 to the Company’s Current Report on Form 8-K as filed with the SEC on February 27, 2008
99.3	Corporate Governance and Nominating Committee Charter of the Company	Incorporated by reference to Exhibit 99.3 to the Company’s Current Report on Form 8-K as filed with the SEC on February 27, 2008

II-3

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Quarterly Report on Form 10-QSB report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: December 5, 2008	By:	/s/ Junjun Xu
	Name:	Junjun Xu
	Its:	Chief Executive Officer


Date: December 5, 2008	By:	/s/Mingfei Yang
	Name:	Mingfei Yang
	Its:	Chief Financial Officer and
		Principal Accounting Officer

II-4

Wave Sync (WAYS) 10-Q/A2008 Q1 Quarterly report (amended)