iTalk Inc. (fka TALK)

[Huggy Bear]

TALK is a fraudulent security that has issued over a billion shares in non compliance with Rule 144. 1.15B of these shares were then front loaded at .0001 and .0002 coordinated with the release of this new "merger" story.

The merger/acquisition was the bait. I did not happen in reality.

TALK filed a 8-K on January 29th and said they would file an amendment with the audited financials of UMS in the 71 extension window. These financials are not voluntary, they are mandatory.

TALK failed to file the amendment by April 13th. It is now May 18th.

There is NO EXCUSE nor REMEDY for failing to file the audited financials of UMS.

I suspect they are dragging the story out as long as possible - Insiders and promoters front loaded shares most likely.

Then there is Lee's preferred shares which will convert into 10 BILLION common shares. They never said when these were issued. TALK is not transparent, they are hiding the scammery as best they can. But I am not fooled one bit.

And TALK committed MAJOR FRAUD by failing to file the UMS audited financials.

The financial statements of an acquired
business (Item 9.01) must be filed no later than
71 calendar days after the date that the initial
report on Form 8-K must be filed (four
business days plus 71 calendar days).

What are the penalties for non-compliance with these
requirements?

The penalties for non-compliance can be severe, and
include the company’s loss of the right to use Form S-3
for both primary and secondary offerings (however,
failure to file within the required time period with
respect to events subject to Items 1.01, 1.02, 2.03-2.06,
4.02(a), or 5.20(e) will not affect an issuer’s right to use
Form S-3).

No failure to file under the following Items shall be
deemed a violation of Section 10 of the Exchange Act
and Rule 10b-5: 1.01, 1.02, 2.03-2.06, 4.02(a), 5.02(e), or
6.03.

In addition, SEC guidance makes clear that the failure
to properly file a Form 8-K may be considered prima
facie evidence of a lack of sufficient disclosure controls
under the Sarbanes-Oxley Act of 2002 (“SarbanesOxley”).

http://media.mofo.com/files/Uploads/Images/FAQ-Form-8-K.pdf

Now read this regarding the approx. 1.6 billion shares issued in non compliance with Rule 144:

That is an assumption on your part. His "request" for withdrawal (Terry L. Johnson) did not suspend it right away.

It is not an asumption. It is a fact based on the SEC and PCAOB's own rules. It DOES suspend his ability to perform audit work immediately upon filing of the withdrawal request form with the PCAOB. As part of the withdrawal form, Johnson was required to certify:

"On behalf of [name of firm], I certify that [name of firm] is not currently, and will not during the pendency of its request for leave to withdraw be, engaged in the preparation or issuance of, or playing a substantial role in the preparation or furnishing of, an audit report, other than to issue a consent to the use of an audit reportfor a prior period."


Johnson filed his request to withdraw his PCAOB registration on May 15. From that date forward, he was legally prohibited from conducting any SEC related work. Including review of interim financial statements.

The specific SEC and PCAOB rule is PCAOB-2003-09

http://investorshub.advfn.com/boards/read_msg.aspx?message_id=122055264

Cheers Mate !!!

Or should I say Check Mate?