UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities
Exchange Act of 1934
(Amendment No. ________)*
Italk Inc.
(Name of Issuer)
144a shares
(Title of Class of Securities)
465353100
(CUSIP Number)
Ralph Cioffi,
Jr.
1085 Nelsons Walk
Naples, FL 34102
917-817-1442
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
8/19/13
(Date of Event which Requires Filing of this Statement)
Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule 13d-1(b)
☑ Rule 13d-1(c)
☐ Rule 13d-1(d)
* The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
| CUSIP No. 465353100 | 13G | Page 2 of 5 Pages | ||
| 1. | NAMES OF REPORTING PERSONS Ralph Cioffi Jr. |
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| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ¨ (b) ¨ |
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| 3. | SEC USE ONLY |
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| 4. |
CITIZENSHIP OR PLACE OF ORGANIZATION US |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 5. | SOLE VOTING POWER 3650000 | ||
| 6. | SHARED VOTING POWER 4650000 | |||
| 7. | SOLE DISPOSITIVE POWER 3650000 | |||
| 8. | SHARED DISPOSITIVE POWER 1000000 |
| 9. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3650000 |
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| 10. | CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (see instructions) ¨ |
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| 11. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 7.935% |
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| 12. | TYPE OF REPORTING PERSON (see instructions) Individual Investor |
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| CUSIP No. 465353100 | 13G | Page 3 of 5 Pages | ||
Item 1.
| (a) | Name of Issuer Italk Inc. | |
| (b) | Address of Issuer’s Principal Executive Offices Ft. Lauderdale, Fl. | |
Item 2.
| (a) | Name of Person Filing Ralph Cioffi Jr. | |
| (b) | Address of the Principal Office or, if none, residence 1085 Nelsons Walk Naples Fl. 34102 | |
| (c) | Citizenship USA | |
| (d) | Title of Class of Securities Common | |
| (e) | CUSIP Number 465353100 | |
Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
| (a) | ¨ | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). | |
| (b) | ¨ | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). | |
| (c) | ¨ | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c). | |
| (d) | ¨ | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8). | |
| (e) | ¨ | An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E); | |
| (f) | ¨ | An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F); | |
| (g) | ¨ | A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G); | |
| (h) | ¨ | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813); | |
| (i) | ¨ | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3); | |
| (j) | ¨ | Group, in accordance with §240.13d-1(b)(1)(ii)(J). | |
| CUSIP No. 465353100 | 13G | Page 4 of 5 Pages | ||
Item 4. Ownership.
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
| (a) | Amount beneficially owned: 3650000 | |||
| (b) | Percent of class: 7.935% | |||
| (c) | Number of shares as to which the person has: 3,650,000 | |||
| (i) | Sole power to vote or to direct the vote 3,650,000. | |||
| (ii) | Shared power to vote or to direct the vote 1,000,000 | |||
| (iii) | Sole power to dispose or to direct the disposition of 3,650,000 | |||
| (iv) | Shared power to dispose or to direct the disposition of 1,000,000 | |||
Item 5. Ownership of Five Percent or Less of a Class.
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ¨.
Item 6. Ownership of More than Five Percent on Behalf of Another Person.
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.
Item 8. Identification and Classification of Members of the Group.
Item 9. Notice of Dissolution of Group.
| CUSIP No. 465353100 | 13G | Page 5 of 5 Pages | ||
Item 10. Certification.
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| 8/26/13 |
| Date |
| /s/ Ralph R. Cioffi, Jr. |
| Signature |
| Ralph R. Cioffi, Jr. |
| Name/Title |