Posted On: 04/04/2016 10:02:22 AM
Post# of 8802
TALK HIGH LEVEL TALK FILING Requirement
Since UMS revenue clearly exceeds 200% and more of iTalk revenue. The Reverse Merger is classified as Significant Consummated Business Acquisition
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10927638
Question
What SEC filings require the presentation of pro forma financial information for a significant consummated or probable business combination?
Answer
As discussed in more detail below, the types of SEC filings in which a registrant may be required to present pro forma financial information for a significant1 consummated or probable business combination include the following:
• Form 8-K.
• Registration statements.
• Proxy statements.
Under Article 11, pro forma financial information is not required in a Form 10-K or 10-Q. However, pro forma data required by U.S. GAAP under Statement 141(R) [ASC 805]3 must be included in the notes to the financial statements in a Form 10-K or Form 10-Q, as appropriate.
UMS Significant Consummated Business Acquisition Filing requirement (8-K)
• (Waiting ON) Audited financial statements for the three most recent years.
• (Already Received) Unaudited financial statements for the appropriate interim period preceding the acquisition and the comparative prior period.
• (Already Received) Registrant must file an initial Form 8-K (under Item 2.01) within four business days of the consummation of a business acquisition that exceeds the 20 percent significance level.
(Received) Unaudited financial statements for the appropriate interim period preceding the acquisition
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11161151
(Received) Registrant must file an initial Form 8-K within four business days of the consummation of a business acquisition that exceeds the 20 percent significance level.
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11143849
(Waiting ON)
• Audited financial statements for the three most recent years.
Pro forma financial information depicting an acquisition is only required if the acquisition is significant under Rule 3-05. A registrant may file such financial statements and pro forma financial information in the initial Form 8-K. Otherwise, the registrant has an additional
71 calendar days to file an amended Form 8-K to include the separate financial statements and pro forma financial information.
Talk is down to 7 days, April 13th, to submit the filing. As per the CEO David Levy "It will be filed before the deadline".
Since UMS revenue clearly exceeds 200% and more of iTalk revenue. The Reverse Merger is classified as Significant Consummated Business Acquisition
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=10927638
Question
What SEC filings require the presentation of pro forma financial information for a significant consummated or probable business combination?
Answer
As discussed in more detail below, the types of SEC filings in which a registrant may be required to present pro forma financial information for a significant1 consummated or probable business combination include the following:
• Form 8-K.
• Registration statements.
• Proxy statements.
Under Article 11, pro forma financial information is not required in a Form 10-K or 10-Q. However, pro forma data required by U.S. GAAP under Statement 141(R) [ASC 805]3 must be included in the notes to the financial statements in a Form 10-K or Form 10-Q, as appropriate.
UMS Significant Consummated Business Acquisition Filing requirement (8-K)
• (Waiting ON) Audited financial statements for the three most recent years.
• (Already Received) Unaudited financial statements for the appropriate interim period preceding the acquisition and the comparative prior period.
• (Already Received) Registrant must file an initial Form 8-K (under Item 2.01) within four business days of the consummation of a business acquisition that exceeds the 20 percent significance level.
(Received) Unaudited financial statements for the appropriate interim period preceding the acquisition
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11161151
(Received) Registrant must file an initial Form 8-K within four business days of the consummation of a business acquisition that exceeds the 20 percent significance level.
www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11143849
(Waiting ON)
• Audited financial statements for the three most recent years.
Pro forma financial information depicting an acquisition is only required if the acquisition is significant under Rule 3-05. A registrant may file such financial statements and pro forma financial information in the initial Form 8-K. Otherwise, the registrant has an additional
71 calendar days to file an amended Form 8-K to include the separate financial statements and pro forma financial information.
Talk is down to 7 days, April 13th, to submit the filing. As per the CEO David Levy "It will be filed before the deadline".
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Nothing I state is intended to be a recommendation to buy or sell, opinion only. Readers are solely responsible for how they use the information.
