UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-Q/A
(Amendment No. 1)
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended February 28, 2013
or
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the transition period from _____________ to _____________
Commission File Number 000-54664
iTALK INC.
(Exact name of registrant as specified in its charter)
Nevada N/A
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
238 NE 1st Avenue, Suite, 200, Delray Beach, Florida 33444
(Address of principal executive offices) (Zip Code)
(877) 652-3834
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] YES [ ] NO
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). [X] YES [ ] NO
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act [ ] YES [X] NO
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS
Check whether the registrant has filed all documents and reports required to be
filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court. [ ] YES [ ] NO
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. 42,500,000 common shares issued
and outstanding as of April 15, 2013.
EXPLANATORY NOTE
This report on Form 10-Q/A constitutes an amendment to the current report on
Form 10-Q for the quarter ended February 28, 2013 as filed on April 15, 2013.
This amendment is being filed to correct the cover page as the Company failed to
check the box that says that we are not a shell company. The Company launched
products and commenced operations as of February 20, 2013 as updated in the Plan
of Operations set forth in this amended Form 10Q/A and is no longer considered a
shell company. No other changes were made to the 10-Q.
TABLE OF CONTENTS
PART I - FINANCIAL INFORMATION................................................ 3
Item 1. Financial Statements................................................. 3
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................ 9
Item 3. Quantitative and Qualitative Disclosures about Market Risk...........13
Item 4. Controls and Procedures..............................................13
PART II - OTHER INFORMATION...................................................14
Item 1. Legal Proceedings....................................................14
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds..........14
Item 3. Defaults Upon Senior Securities......................................14
Item 4. Mine Safety Disclosures..............................................14
Item 5. Other Information....................................................14
Item 6. Exhibits.............................................................15
SIGNATURES....................................................................16
2
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
These unaudited financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for
interim financial information and the Securities and Exchange Commission
instructions to Form 10-Q. In the opinion of management, all adjustments
considered necessary for a fair presentation have been included. Operating
results for the interim period ended February 28, 2013 are not necessarily
indicative of the results that can be expected for the full year.
3
iTalk Inc.
(FORMERLY: SOPAC CELLULAR SOLUTIONS INC.)
(A Development Stage Company)
Balance Sheet
--------------------------------------------------------------------------------
As of As of
February 28, August 31,
2013 2012
---------- ----------
(unaudited)
ASSETS
CURRENT ASSETS
Cash $ 380 $ 1,578
---------- ----------
TOTAL CURRENT ASSETS 380 1,578
---------- ----------
TOTAL ASSETS $ 380 $ 1,578
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts Payable 8,037 2,570
Accounts Payable - Related Party 13,300 3,000
Loan Payable - Related Party 61,965 46,965
---------- ----------
TOTAL CURRENT LIABILITIES 83,302 52,535
---------- ----------
TOTAL LIABILITIES 83,302 52,535
---------- ----------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 1,875,000,000 shares
authorized; 42,500,000 shares issued and outstanding
as of February 28, 2013 and August 31, 2012 42,500 42,500
Additional paid-in capital (2,500) (2,500)
Deficit accumulated during development stage (122,922) (90,957)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (82,922) (50,957)
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 380 $ 1,578
========== ==========
See Notes to Financial Statements
4
iTalk Inc.
(FORMERLY: SOPAC CELLULAR SOLUTIONS INC.)
(A Development Stage Company)
Statement of Operations
(unaudited)
--------------------------------------------------------------------------------
July 10, 2006
Three Months Three Months Six Months Six Months (inception)
Ended Ended Ended Ended through
February 28, February 29, February 28, February 29, February 28,
2013 2012 2013 2012 2013
------------ ------------ ------------ ------------ ------------
REVENUES
Revenues $ -- $ -- $ -- $ -- $ --
------------ ------------ ------------ ------------ ------------
TOTAL REVENUES -- -- -- -- --
OPERATING EXPENSES
Professional Fees 7,325 1,500 13,467 5,000 58,717
General & Administrative Expenses 6,614 905 8,198 1,770 47,105
General & Administrative Expenses
- Related Party 10,000 300 10,300 600 17,100
------------ ------------ ------------ ------------ ------------
TOTAL OPERATING EXPENSES 23,939 2,705 31,965 7,370 122,922
Provision for Income Taxes -- -- -- -- --
------------ ------------ ------------ ------------ ------------
NET INCOME (LOSS) $ (23,939) $ (2,705) $ (31,965) $ (7,370) $ (122,922)
============ ============ ============ ============ ============
BASIC EARNING (LOSS) PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
============ ============ ============ ============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 42,500,000 42,500,000 42,500,000 42,500,000
============ ============ ============ ============
See Notes to Financial Statements
5
iTalk Inc.
(FORMERLY: SOPAC CELLULAR SOLUTIONS INC.)
(A Development Stage Company)
Statement of Cash Flows
(unaudited)
--------------------------------------------------------------------------------
July 10, 2006
Six Months Six Months (inception)
Ended Ended through
February 28, February 29, February 28,
2013 2012 2013
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (31,965) $ (7,370) $ (122,922)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Accounts Payable 5,467 1,545 8,037
Accounts Payable - Related Party 10,300 600 13,300
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (16,198) (5,225) (101,585)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Loan Payable - From Related Party 15,000 4,000 61,863
Loan Payable - Paid to Related Party 102
Proceeds from issuance of common stock -- -- 40,000
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 15,000 4,000 101,965
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH (1,198) (1,225) 380
CASH AT BEGINNING OF PERIOD 1,578 1,637 --
---------- ---------- ----------
CASH AT END OF YEAR $ 380 $ 412 $ 380
========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========== ========== ==========
Income Taxes $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
6
iTalk Inc.
(FORMERLY: SOPAC CELLULAR SOLUTIONS INC.)
(A Development Stage Company)
Notes to Unaudited Condensed Interim Financial Statements
February 28, 2013
NOTE 1. CONDENSED FINANCIAL STATEMENTS
The accompanying financial statements have been prepared by iTalk Inc.
(Formerly: SOPAC Cellular Solutions Inc.) (the "Company") without audit. In the
opinion of management, all adjustments (which include only normal recurring
adjustments) necessary to present fairly the financial position, results of
operations, and cash flows at February 28, 2013, and for all periods presented
herein, have been made.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with accounting principles generally accepted
in the United States of America have been condensed or omitted. It is suggested
that these condensed financial statements be read in conjunction with the
financial statements and notes thereto included in the Company's August 31, 2012
audited financial statements. The results of operations for the period ended
February 28, 2013 is not necessarily indicative of the operating results for the
full year.
NOTE 2. GOING CONCERN
The Company's financial statements are prepared using generally accepted
accounting principles in the United States of America applicable to a going
concern which contemplates the realization of assets and liquidation of
liabilities in the normal course of business. The Company has not yet
established an ongoing source of revenues sufficient to cover its operating
costs and allow it to continue as a going concern. The ability of the Company to
continue as a going concern is dependent on the Company obtaining adequate
capital to fund operating losses until it becomes profitable. If the Company is
unable to obtain adequate capital, it could be forced to cease operations.
In order to continue as a going concern, the Company will need, among other
things, additional capital resources. Management's plan is to obtain such
resources for the Company by obtaining capital from management and significant
shareholders sufficient to meet its minimal operating expenses and seeking
equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.
The ability of the Company to continue as a going concern is dependent upon its
ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.
NOTE 3. RECENT ACCOUNTING PRONOUNCEMENTS
The company has evaluated the recent accounting pronouncements issued through
the issuance of these financial statements, and the Company does not expect that
the effectiveness of any of these changes will have a material impact on the
Company's financial position, or statements.
7
iTalk Inc.
(FORMERLY: SOPAC CELLULAR SOLUTIONS INC.)
(A Development Stage Company)
Notes to Unaudited Condensed Interim Financial Statements
February 28, 2013
NOTE 4. BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
NOTE 5. RELATED PARTY TRANSACTIONS
From January 1, 2007 to November 30, 2012 the Company paid its sole officer and
director at the time, Ezra E. Ezra, $100 per month for use of office space and
services. Ezra E. Ezra resigned from the Company on January 16, 2013. As of
February 28, 2013 there was an account payable - related party of $3,300
reflecting unpaid rent of $300 for the last six months and $1,200, $1,200 and
$600 from fiscal years 2011, 2010 and 2009 respectively.
As of February 28, 2013, there was a loan payable due to Ezra E. Ezra for
$46,965, which is non interest bearing with no specific repayment terms and a
loan payable due to David F. Levy for $15,000 which is non interest bearing with
no specific repayment terms.
NOTE 6. ACCRUED SALARIES
Officer's salaries for the David Levy and Richard Dea, were not paid and
accordingly the Company has accrued their salaries due under their employment
starting February 1, 2013. The two officers accrued amounts are $5,000.00 each.
NOTE 7. SUBSEQUENT EVENTS
Subsequent events have been evaluated through the issuance of these financial
statements and nothing has occurred that would require disclosure.
8
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
FORWARD LOOKING STATEMENTS
This quarterly report contains forward-looking statements. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
expects", "plans", "anticipates", "believes", "estimates", "predicts",
potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.
Our unaudited financial statements are stated in United States Dollars (US$) and
are prepared in accordance with United States Generally Accepted Accounting
Principles. The following discussion should be read in conjunction with our
financial statements and the related notes that appear elsewhere in this
quarterly report. The following discussion contains forward-looking statements
that reflect our plans, estimates and beliefs. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to such differences include, but are not limited to,
those discussed below and elsewhere in this quarterly report.
In this quarterly report, unless otherwise specified, all dollar amounts are
expressed in United States dollars. All references to "US$" refer to United
States dollars and all references to "common stock" refer to the common shares
in our capital stock.
As used in this quarterly report, the terms "we", "us", "our" and "our company"
mean iTalk Inc., unless otherwise indicated.
CORPORATE OVERVIEW
Our company was incorporated on July 10, 2006 in the State of Nevada under the
name Sopac Cellular Solutions Inc., and was formed to sell wireless technology
and cell phone service to medium and large corporations, involving a large array
of cellular service plans, cell phones, software and accessories.
On December 18, 2012, we filed Articles of Merger with the Nevada Secretary of
State to change our name from "Sopac Cellular Solutions Inc." to "iTalk Inc.",
to be effected by way of a merger with our wholly-owned subsidiary iTalk Inc.,
which was created solely for the name change.
Also on December 18, 2012, we filed a Certificate of Change with the Nevada
Secretary of State to give effect to a forward split of our authorized, issued
and outstanding shares of common stock on a 25 new for 1 old basis and,
consequently, our authorized capital increased from 75,000,000 to 1,875,000,000
shares of common stock and our issued and outstanding shares of common stock
increased from 1,700,000 to 42,500,000, all with a par value of $0.001.
These amendments became effective on December 21, 2012 upon approval from the
Financial Industry Regulatory Authority and our ticker symbol changed to our new
symbol "TALK" to better reflect our company's new name. Our CUSIP number is
465353 100.
9
RESULTS OF OPERATIONS
Our company is still in development stage and has generated no revenues to date.
THREE-MONTH PERIOD ENDED FEBRUARY 28, 2013 COMPARED WITH THE THREE MONTH PERIOD
ENDED FEBRUARY 29, 2012.
The following discussion of our results of operations should be read in
conjunction with our unaudited financial statements for the three month period
ended February 28, 2013 which are included herein.
Our operating results for the three month periods ended February 28, 2013 and
February 29, 2012 and the period from July 10, 2006 (inception) to February 28,
2013 are summarized as follows:
From
July 10, 2006
Three Months Ended (Inception) To
February 28/29, February 28,
2013 2012 2013
---------- ---------- ----------
Professional fees $ 7,325 $ 1,500 $ 58,717
General and administrative expenses 6,614 905 47,105
General and administrative expenses
- related party 10,000 300 17,100
---------- ---------- ----------
Net Loss $ (23,939) $ (2,705) $ (122,922)
========== ========== ==========
We incurred operating expenses of $23,939 for the three month period ended
February 28, 2013 compared to operating expenses of $2,705 for the same period
in 2012. These expenses for the three month period ended February 28, 2013
consisted of general operating expenses incurred in connection with the day to
day operation of our business and the preparation and filing of our periodic
reports. Our operating expenses from July 10, 2006 (inception) through February
28, 2013 were $122,922.
Our net loss for the three months ended February 28, 2013 and February 29, 2012
was $23,939 and $2,705, respectively, with no revenues for either period. Our
net loss from July 10, 2006 (inception) through February 28, 2013 was $122,922.
LIQUIDITY AND CAPITAL RESOURCES
As of February 28, 2013, we had total current assets of $380 and current
liabilities of $83,302. We have a working capital deficit of $82,922 as of
February 28, 2013.
As of February 28, 2013, there is a total of $46,965 in a loan payable that is
owed by the company to Eric Ezra, a former officer and director, for expenses
that he has paid on behalf of the company. The loan is interest free and payable
on demand.
As of February 28, 2013, there is a total of $15,000 in a loan payable that is
owed by the company to David F. Levy, an officer and director, for funds he
loaned the company to pay expenses. The loan is interest free and payable on
demand.
10
WORKING CAPITAL
As of As of
February 28, August 31,
2013 2012
-------- --------
Current Assets $ 380 $ 1,578
Current Liabilities $ 83,302 $ 52,535
Working Capital (Deficit) $(82,922) $(50,957)
CASH FLOWS
Six Month Six Month
Period Ended Period Ended
February 28, February 29,
2013 2012
-------- --------
Cash provided by (used in) Operating Activities $(16,198) $ (5,225)
Cash provided by (used in) Investing Activities Nil Nil
Cash provided by (used in) Financing Activities 15,000 4,000
-------- --------
Net Increase (Decrease) in Cash $ (1,198) $ (1,225)
======== ========
Cash used in operating activities for the six month period ended February 28,
2013 was $(16,198) compared to $(5,225) provided by operating activities for the
six month period ended February 29, 2012.
Cash provided by financing activities for the six month period ended February
28, 2013 was $15,000 compared to $4,000 provided by financing activities for the
six month period ended February 29, 2013.
PLAN OF OPERATIONS
In December 2012, with the appointment of David F. Levy as president, chief
executive officer, secretary and director, and under his leadership, our company
changed its business focus and will now move forward with marketing and
distributing its iTalk products.
MOBILE BROADBAND
We plan to launch secure nationwide mobile broadband wireless data transmission
services primarily under the iData brand. We will offer low cost, no contract,
mobile broadband with data plans. Customers will be able to choose the data plan
that best meets their particular needs starting at $9.99 monthly. Our low cost
broadband plans will give more people the opportunity to experience the benefits
of broadband on the go. Our iData service is will be offered primarily through
the use of a personal mobile hotspot - the iData MiFi Mobile Hotspot that can
connect up to 5 Wi-Fi enabled devices.
COMMUNICATIONS
Our communications products included a domestic & international mobile App and
calling service delivered under the brand iTalk and iTalkGlobal.. iTalkGlobal
Intends to focus on delivering communications services through the combination
of our iTalk hardware Sleeve and our mobile App coupled with convenient features
and the delivery of low cost calls for consumers and businesses. iTalk intends
to offers customers secure, instant activation and immediate access to the
service while eliminating the need to use a PIN or switch long distance
carriers. Other features include 24 hour online and over the phone recharge,
speed dial, PIN-less dialing and online access to account balance, call history
and purchase history.
11
WIRELESS NETWORK TECHNOLOGIES
We deliver mobile broadband wireless data transmission services primarily under
the iData brand to subscribers through our mobile virtual network operator
(MVNO) agreement with a sub provider on Sprint's nationwide network that
utilizes third generation (3G)& (4G) code division multiple access (CDMA)
technologies.
SALES, MARKETING AND CUSTOMER CARE
We intend to focus on the marketing and sales of prepaid and postpaid enhanced
mobile broadband and telecommunications services to targeted groups of retail
subscribers: individual consumers, businesses, and government.
We intend to use a variety of sales channels to attract new subscribers of
enhanced mobile broadband services and telecommunications, including:
* direct telesales through representatives whose efforts focus on
marketing and selling to consumers, businesses, and government;
* major distribution network partners, brick and mortar retail stores,
local and national non-affiliated dealers, independent contractors,
focusing on sales to the consumer market and businesses; and
* subscriber convenient channels, such as web sales, with a focus on
commission based programs through affiliate marketing, email
marketing, and strategic partnerships.
We intend to be able to provide value driven mobile broadband and
telecommunications services via our Mobile Virtual Network Operators agreement
and other connections. We will market our mobile broadband prepaid services
under the iData(TM) brand. We offer these prepaid mobile broadband services
without a contract or credit check.
Our Marketing efforts will also involve traditional print and television
advertising, as well as web-based strategies such as Search Engine Optimization
(SEO), Search Engine Marketing (SEM), Cost Per Mile (CPM) advertising, Pay Per
Click (PPC) advertising, paid placements, email marketing, and social media
advertising. We will expand and maintain top tier strategic partnerships,
reseller and affiliate relationships, public relations, and online marketing
efforts to promote our lines of business.
Our customer care professionals intend to provide improved customer experiences,
providing quality service with the goal of resolving customer issues and
retaining a loyal customer base. We intend to proactively address customers'
needs, and we offer live, in-house call center phone support, online chat
support, and email support.
Historically, we have been able to raise a limited amount of capital through
private placements of our equity stock, but we are uncertain about our continued
ability to raise funds privately. Further, we believe that our company may have
more difficulties raising capital for our existing operations than for a new
business opportunity. We have not entered into any formal written agreements for
a business combination or opportunity. If any such agreement is reached, we
intend to disclose such an agreement by filing a current report on Form 8-K with
the Securities and Exchange Commission. If we are unable to secure adequate
capital to continue our business or alternatively, complete a combination or
acquisition, our shareholders will lose some or all of their investment and our
business will likely fail.
GOING CONCERN
Our auditors have expressed their doubt about our ability to continue as a going
concern unless we are able to generate profitable operations.
12
CRITICAL ACCOUNTING POLICIES
BASIC EARNINGS PER SHARE
ASC No. 260, "Earnings Per Share", specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. Our company has adopted the provisions of ASC No. 260.
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
our company.
RECENT ACCOUNTING PRONOUNCEMENTS
Our company has evaluated the recent accounting pronouncements issued through
the issuance of these financial statements, and our company does not expect that
the effectiveness of any of these changes will have a material impact on our
company's financial position, or statements.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
A smaller reporting company is not required to provide the information required
by this Item.
ITEM 4. CONTROLS AND PROCEDURES
MANAGEMENT'S REPORT ON DISCLOSURE CONTROLS AND PROCEDURES
We maintain disclosure controls and procedures that are designed to ensure that
information required to be disclosed in our reports filed under the SECURITIES
EXCHANGE ACT OF 1934, as amended, is recorded, processed, summarized and
reported within the time periods specified in the Securities and Exchange
Commission's rules and forms, and that such information is accumulated and
communicated to our management, including our president (our principal executive
officer) and our chief financial officer (our principal financial officer and
principal accounting officer) to allow for timely decisions regarding required
disclosure.
As the end of the quarter covered by this report, we carried out an evaluation,
under the supervision and with the participation of our president (our principal
executive officer) and our chief financial officer (our principal financial
officer and principal accounting officer), of the effectiveness of the design
and operation of our disclosure controls and procedures. Based on the foregoing,
our president (our principal executive officer) and our chief financial officer
(our principal financial officer and principal accounting officer) concluded
that our disclosure controls and procedures were not effective in providing
reasonable assurance in the reliability of our reports as of the end of the
period covered by this quarterly report.
CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING
During the period covered by this report there were no changes in our internal
control over financial reporting that materially affected, or are reasonably
likely to materially affect, our internal control over financial reporting.
13
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, active or pending legal proceedings against our company,
nor are we involved as a plaintiff in any material proceeding or pending
litigation. There are no proceedings in which any of our directors, officers or
affiliates, or any registered or beneficial shareholder, is an adverse party or
has a material interest adverse to our interest.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
14
ITEM 6. EXHIBITS
Exhibit No. Description
----------- -----------
(3) (I) ARTICLES; (II) BY-LAWS
3.1 Articles of Incorporation (Incorporated by reference to our
Registration Statement on Form SB-2 filed on October 26, 2006)
3.2 By-Laws (Incorporated by reference to our Registration Statement
on Form SB-2 filed on October 26, 2006)
3.3 Articles of Merger (Incorporated by reference to our Current
Report on Form 8-K filed on December 21, 2012)
3.4 Certificate of Change (Incorporated by reference to our Current
Report on Form 8-K filed on December 21, 2012)
(31) RULE 13A-14(A) / 15D-14(A) CERTIFICATIONS
31.1* Certification filed pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 of the Principal Executive Officer
31.2* Certification filed pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002 of the Principal Financial Officer and Principal
Accounting Officer
(32) SECTION 1350 CERTIFICATIONS
32.1* Certification filed pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 of the Principal Executive Officer
32.2* Certification filed pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 of the Principal Financial Officer and Principal
Accounting Officer
101** INTERACTIVE DATA FILE
101.INS XBRL Instance Document
101.SCH XBRL Taxonomy Extension Schema Document
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF XBRL Taxonomy Extension Definition Linkbase Document
101.LAB XBRL Taxonomy Extension Label Linkbase Document
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
----------
* Filed herewith.
** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the
Interactive Data Files on Exhibit 101 hereto are deemed not filed or part
of any registration statement or prospectus for purposes of Sections 11 or
12 of the Securities Act of 1933, are deemed not filed for purposes of
Section 18 of the Securities and Exchange Act of 1934, and otherwise are
not subject to liability under those sections.
15
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 thereunto duly authorized.
ITALK INC.
Date: May 16, 2013 /s/ David F. Levy
--------------------------------------
David F. Levy
President, Chief Executive Officer,
Secretary and Director (Principal
Executive Officer)
Date: May 16, 2013 /s/ Richard Dea
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Richard Dea
Chief Financial Officer and Director
(Principal Financial Officer and
Principal Accounting Officer)
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