Amended Current Report Filing (8-k/a)
July 05 2016 - 07:01AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
Amendment
No. 1
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report
(Date of earliest event reported):
January 29, 2016
iTALK
INC.
(Exact
name of registrant as specified in its charter)
Nevada
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000-54664
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20-5302617
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
No.)
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Identification
No.)
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100
E. Linton Blvd., Suite 144-A, Delray Beach, Florida
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33483
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(Address
of principal executive offices)
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(Zip
Code)
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(877)
652-3834
Registrant’s
telephone number, including area code
(Former
name or former address, if changed since last report)
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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EXPLANATORY
NOTE
On
February 2, 2016, iTalk Inc. (the “Company”) filed a Current Report on Form 8-K (the “Original 8-K”) to
report, among other things, that the Company had acquired United Mobile Solutions Corp. (“UMS”), which became a wholly
owned subsidiary of the Company. In addition, on February 10, 2016, the Company filed a Current Report on Form 8-K (the “February
10
th
8-K”) to voluntarily provide certain financial statements of UMS, namely the audited combined financial
statements for UMS for the years ended December 31, 2014 and 2013, including the notes thereto (the “UMS Financial Statements”),
and the unaudited condensed combined financial statements for UMS for the six months ended June 30, 2015 and 2014, including the
notes thereto. On June 10, 2016, the Company filed a Current Report on Form 8-K to disclose, among other things, that the Board
of Directors of the Company had concluded that the UMS Financial Statements should no longer be relied upon.
This
Current Report on Form 8-K/A amends the Original 8-K and the February 10
th
8-K to provide the financial statements
and pro forma financial information described under Item 9.01 below.
Item
9.01. Financial Statements and Exhibits.
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(a)
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Financial
Statements of Business Acquired
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The
combined financial statements for UMS for the years ended December 31, 2015 and 2014, including the notes thereto, are included
as Exhibit 99.1 to this Current Report on Form 8-K/A and incorporated herein by reference.
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(b)
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Pro
Forma Financial Information
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The
unaudited pro forma combined financial information with respect to the Company’s acquisition of UMS is included as Exhibit
99.2 to this Current Report on Form 8-K/A and incorporated herein by reference.
Exhibit
No.
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Description
of Exhibit
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99.1
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Combined
financial statements for United Mobile Solutions Corp. for the years ended December 31, 2015 and 2014, including the notes
thereto.
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99.2
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Unaudited
pro forma combined financial information with respect to the registrant’s acquisition of United Mobile Solutions Corp.
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
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iTalk,
Inc.
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Date:
July 5, 2016
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By:
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/s/
David F. Levy
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David
F. Levy
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Chief
Executive Officer
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