Order

iTokk, Inc. and Kevin Penstock

Securities Act, RSBC 1996, c. 418 (the Act)

Background

Order

Agreed Statement of Facts
Parties
1. iTokk is a Nevada corporation that was re-domiciled to Wyoming in September of 2010, with its head office in Vancouver, British Columbia. iTokk is an OTC reporting issuer under Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets (MI 51-105).

2. Penstock is a resident of Vancouver, British Columbia and is the President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, Director and majority shareholder of iTokk.

Misconduct
The Cease Trade Orders
3. On June 11, 2010, the Executive Director issued a Cease Trade Order under section 164 of the Act for the securities of iTokk for failure to file documents in accordance with the Act (the June CTO).

4. On September 2, 2010, the Executive Director revoked the June 11, 2010, Cease Trade Order after iTokk filed the required documents.

5. On October 8, 2010, the Executive Director issued a Cease Trade Order under section 164 of the Act for the securities of iTokk for failure to file documents in accordance with the Act (the October CTO).

Breach of the Cease Trade Orders
6. Between June 11, 2010 and June 25, 2010, iTokk and Penstock issued 134,398 shares of iTokk by entering into subscription agreements raising approximately $336,000, in breach of the June CTO, to raise capital for iTokk.

7. Between January 13, 2011 and March 28, 2011, iTokk and Penstock issued 19,609 shares of iTokk by entering into subscription agreements raising approximately $50,000, in breach of the October CTO, to raise capital for iTokk.

Mitigating Factors
8. Penstock cooperated with the British Columbia Securities Commission's investigation.

Public Interest
9. It is in the public interest that the Executive Director issue orders under section 161 of the Act and enter into the following undertakings.

Undertakings
10. Penstock undertakes:

(a) To pay $55,000 to the British Columbia Securities Commission in respect of settlement of this matter, which sum is due and payable immediately without further demand;

(b) To successfully complete the directors and officers course within one year of the date of the agreement and provide proof of completion to the Executive Director; and

(c) To provide proof, satisfactory to the British Columbia Securities Commission, that he has engaged current members in good standing of the Institute of Chartered Accountants of British Columbia and the Law Society of British Columbia as advisors to iTokk and that he has disclosed any order made against him or iTokk to those advisors.

Order

Consent to Regulatory Orders

Waiver

Counterpart