Item 2.02. Results of Operations and Financial Co

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Item 2.02. Results of Operations and Financial Condition.

iTalk Inc. (the “Company”) expects to report a significant decrease in revenue for United Mobile Solutions Corp., a wholly owned subsidiary of the Company (“UMS”), for the year ended December 31, 2015, compared to

the revenues reported in the audited combined financial statements for UMS for the years ended December 31, 2014 and 2013,

and the unaudited condensed combined financial statements for UMS for the six months ended June 30, 2015 and 2014 (collectively, the “UMS Financial Statements”),

as filed as Exhibits 99.1 and 99.2 to the Company’s current report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on February 9, 2016.

The expected decrease was attributable to the Company’s difficulty in obtaining additional inventory financing to facilitate continued growth. UMS revenues for the year ended December 31, 2015 are anticipated to approximate $10.2 million, compared to $17.1 million in 2014.

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

Management determined that there were four legal actions commenced against the Company in November 2015 and December 2015, which were required to be disclosed in the notes to the UMS Financial Statements. Management believes that the principal amounts owing to vendors of approximately $1.1 million, which are the basis for the legal actions, have been properly reflected in the UMS Financial Statements, but is in the process of determining whether any additional loss contingencies need to be recorded.

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They already identified the 2015 errors, what filings need to be changed, so IMO just fix them already. Like ASAP. Not in a bit!.

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