Ok guys I just spent about an hour searching filings to refute their latest claim. AND I GOT THEM! I'm going to post this now. Anyone who can post please go over and make sure to make a big deal of it! They are so sneaky and dishonest it's sickening. I'm pretty sure they are fed what to post by mm's or whoever else is paying them to bash. They wont be able to respond with anything of substance because they are complete idiots that spew what they are told without understanding any of it! (venting lol...here's the scoop!)
THE TALK/ITG MERGER YOU REFERENCE WAS COMPLETED! THE MOST RECENT AND MOST IMPORTANT CORRESPONDENCE BELOW WAS NOT INCLUDED IN YOUR LIST.
ALL OF THE FILINGS YOU REFERENCED WERE IN RESPONSE TO A REQUEST FROM TALK. THE REQUEST WAS DENIED AND TALK COMPLIED. END OF STORY! MERGER WENT ON AS PLANNED
TALK’S RESPONSE
May 2, 2014
Larry Spirgel, Assistant Director
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: iTalk, Inc.
Form 10-K for the Fiscal Year Ended Auguest 31, 2013
Filed December 16, 2013
File No. 000-54664
Mr. Spirgel,
Thank you for your comment follow-up letter of April 29, 2014 regarding Form 10-K filed by iTalk, Inc. (the “Company”). The Company is aware of the denial of its request to waive submission of audited and pro forma financial statements for its WQN acquisition. Accordingly, the Company has engaged its independent auditor and directed that an audit of the assets acquired be performed. It is, therefore, the intent of the Company to submit an amended Form 8-K which will include the required audited and pro forma financial statements.
The preparation of this disclosure will require the carve-out of the acquisition assets from the Seller’s financial information. The Company estimates that this exercise will require 30 days to complete. Upon completion, the Company shall submit an amended Form 8-K in full compliance with SEC regulations. In the interim, the Company shall fully comply with all restrictions set forth in your comment letter of April 29, 2014.
Please do not hesitate to contact the undersigned at 561-901-0640 with any questions or concerns.
Sincerely,
/s/ Richard Dea
Richard Dea, CFO
https://www.sec.gov/Archives/edgar/data/13734...ename1.htm
FROM THE 10K WITH THE AUDITED FINANCIALS OF ITG
ITG
On May 24, 2013, entered into a definitive Asset Purchase Agreement (the "Purchase Agreement"
with ITG, Inc.,a Texas corporation ("ITG" . Pursuant to the terms of the Purchase Agreement, the Company agreed to purchase substantially all of the assets of ITG, including, but not limited to, all intellection property rights relating to ITG, EasyTalk and Valucom (the "Acquired Assets" for an adjusted purchase price of $300,000
The following summarizes the current estimates of fair value of assets acquired and liabilities assumed:
ITG customer accounts $ 270,000
Trade service marks 30,000
Assets acquired 300,000
Liabilities assumes 31,226
Cash paid 268,774
Total consideration $ 300,000
The Company accounts for acquisitions in accordance with the provisions of ASC 805-10. The Company assigns to all identifiable assets acquired, a portion of the cost of the acquired company equal to the estimated fair value of such assets at the date of acquisition. The Company records the excess of the cost of the acquired company over the sum of the amounts assigned to identifiable assets acquired as goodwill. There was no goodwill identified with the ITG acquisition.
https://www.sec.gov/Archives/edgar/data/13734...lk_10k.htm
TALK/UMS MERGER COMPLETE AND FILINGS ON THE WAY!
THE TALK/ITG MERGER YOU REFERENCE WAS COMPLETED! THE MOST RECENT AND MOST IMPORTANT CORRESPONDENCE BELOW WAS NOT INCLUDED IN YOUR LIST.
ALL OF THE FILINGS YOU REFERENCED WERE IN RESPONSE TO A REQUEST FROM TALK. THE REQUEST WAS DENIED AND TALK COMPLIED. END OF STORY! MERGER WENT ON AS PLANNED
TALK’S RESPONSE
May 2, 2014
Larry Spirgel, Assistant Director
Securities and Exchange Commission
Division of Corporate Finance
Washington, D.C. 20549
Re: iTalk, Inc.
Form 10-K for the Fiscal Year Ended Auguest 31, 2013
Filed December 16, 2013
File No. 000-54664
Mr. Spirgel,
Thank you for your comment follow-up letter of April 29, 2014 regarding Form 10-K filed by iTalk, Inc. (the “Company”). The Company is aware of the denial of its request to waive submission of audited and pro forma financial statements for its WQN acquisition. Accordingly, the Company has engaged its independent auditor and directed that an audit of the assets acquired be performed. It is, therefore, the intent of the Company to submit an amended Form 8-K which will include the required audited and pro forma financial statements.
The preparation of this disclosure will require the carve-out of the acquisition assets from the Seller’s financial information. The Company estimates that this exercise will require 30 days to complete. Upon completion, the Company shall submit an amended Form 8-K in full compliance with SEC regulations. In the interim, the Company shall fully comply with all restrictions set forth in your comment letter of April 29, 2014.
Please do not hesitate to contact the undersigned at 561-901-0640 with any questions or concerns.
Sincerely,
/s/ Richard Dea
Richard Dea, CFO
https://www.sec.gov/Archives/edgar/data/13734...ename1.htm
FROM THE 10K WITH THE AUDITED FINANCIALS OF ITG
ITG
On May 24, 2013, entered into a definitive Asset Purchase Agreement (the "Purchase Agreement"
with ITG, Inc.,a Texas corporation ("ITG" . Pursuant to the terms of the Purchase Agreement, the Company agreed to purchase substantially all of the assets of ITG, including, but not limited to, all intellection property rights relating to ITG, EasyTalk and Valucom (the "Acquired Assets" for an adjusted purchase price of $300,000 The following summarizes the current estimates of fair value of assets acquired and liabilities assumed:
ITG customer accounts $ 270,000
Trade service marks 30,000
Assets acquired 300,000
Liabilities assumes 31,226
Cash paid 268,774
Total consideration $ 300,000
The Company accounts for acquisitions in accordance with the provisions of ASC 805-10. The Company assigns to all identifiable assets acquired, a portion of the cost of the acquired company equal to the estimated fair value of such assets at the date of acquisition. The Company records the excess of the cost of the acquired company over the sum of the amounts assigned to identifiable assets acquired as goodwill. There was no goodwill identified with the ITG acquisition.
https://www.sec.gov/Archives/edgar/data/13734...lk_10k.htm
TALK/UMS MERGER COMPLETE AND FILINGS ON THE WAY!
