TALK Security Details https://www.sec.gov/Archives/edgar/data/1373444/000149315216011508/form10-qa.htm
As of May 13, 2016, there were 1,875,000,000 shares of registrant’s common stock outstanding.
Common stock, $0.001 par value 1,875,000,000 shares authorized; 1,875,000,000 and 1,808,001,287 shares issued and outstanding as of November 30, 2015 and August 31, 2015, respectively
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|Authorized Shares ||500,000,000 ||a/o Mar 25, 2014 |
|Outstanding Shares ||1,808,001,287 ||a/o Aug 24, 2015 |
|-Restricted ||Not Available |
|-Unrestricted ||Not Available |
|Held at DTC ||Not Available |
|Float ||Not Available |
|Par Value ||Not Available || |
|Reporting Status ||U.S. Reporting: SEC Reporting |
|Audited Financials ||Audited |
|Latest Report ||Nov 30, 2015 10-Q |
|CIK ||0001373444 |
|Fiscal Year End ||12/31 |
|OTC Marketplace ||OTC Pink Limited |
Kil W. Lee's Preferred Shares, President of iTalk
The disclosure in Item 2.01 of this Current Report on Form 8-K is incorporated by reference into this Item. Pursuant to the terms of the Purchase Agreement described in Item 2.01 of this report, on January 29, 2016, the Company issued 106,250 shares of Preferred Stock of the Company to Kil W. Lee (“Mr. Lee”) and/or his affiliates, convertible into 10,625,000,000 shares of Common Stock of the Company (where each share of Preferred Stock is convertible into 100,000 shares of Common Stock) in connection with the Exchange.
The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of the Preferred Stock to Mr. Lee, pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transactions did not involve a public offering, Mr. Lee acquired the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.
David Levy, CEO and Chairman of iTalk in regards to the Preferred Stock restrictions.
"the hold period for the insiders are 1 year in addition to rule 144 "
"it is one year restriction and 144 rule after that."
"UMS shares are inside shares.different rule. and can only be sold by a % of average shares traded monthly"
Rule 144 https://www.sec.gov/investor/pubs/rule144.htm
Trading Volume Formula. If you are an affiliate, the number of equity securities you may sell during any three-month period cannot exceed the greater of 1% of the outstanding shares of the same class being sold,
or if the class is listed on a stock exchange, the greater of 1% or the average reported weekly trading volume during the four weeks preceding the filing of a notice of sale on Form 144. Over-the-counter stocks, including those quoted on the OTC Bulletin Board and the Pink Sheets, can only be sold using the 1% measurement.
Rule 506 of Regulation D
Rule 506 of Regulation D is considered a "safe harbor" for the private offering exemption ofSection 4(a)(2) of the Securities Act. Companies relying on the Rule 506 exemption can raise an unlimited amount of money. There are actually two distinct exemptions that fall under Rule 506.
Under Rule 506(b), a company can be assured it is within the Section 4(a)(2) exemption by satisfying the following standards:
The company cannot use general solicitation or advertising to market the securities;
The company may sell its securities to an unlimited number of "accredited investors
" and up to 35 other purchases. Unlike Rule 505
, all non-accredited investors, either alone or with a purchaser representative, must be sophisticated—that is, they must have sufficient knowledge and experience in financial and business matters to make them capable of evaluating the merits and risks of the prospective investment;
Companies must decide what information to give to accredited investors, so long as it does not violate the antifraud prohibitions of the federal securities laws. But companies must give non-accredited investors disclosure documents that are generally the same as those used in registered offerings. If a company provides information to accredited investors, it must make this information available to non-accredited investors as well;
The company must be available to answer questions by prospective purchasers; and
Financial statement requirements are the same as for Rule 505.
Under Rule 506(c), a company can broadly solicit and generally advertise the offering, but still be deemed to be undertaking a private offering within Section 4(a)(2) if:
The investors in the offering are all accredited investors; and
The company has taken reasonable steps to verify that its investors are accredited investors, which could include reviewing documentation, such as W-2s, tax returns, bank and brokerage statements, credit reports and the like.
Purchasers of securities offered pursuant to Rule 506 receive "restricted" securities, meaning that the securities cannot be sold for at least a year without registering them.
Companies relying on the Rule 506 exemption do not have to register their offering of securities with the SEC, but they must file what is known as a "Form D" electronically with the SEC after they first sell their securities. Form D is a brief notice that includes the names and addresses of the company’s promoters, executive officers and directors, and some details about the offering, but contains little other information about the company. If you are thinking about investing in a Regulation D offering, you should obtain a copy of the company’s Form D available from theEDGAR database.
You should always check with your state securities regulator to see if it has more information about the company and the people behind it. Be sure to ask whether your state regulator has cleared the offering for sale in your state. You can get the address and telephone number for your state securities regulator by calling the North American Securities Administrators Association at (202) 737-0900 or by visiting its website. You’ll also find this information in the state government section of your local phone book.
For more information about the SEC’s registration requirements and common exemptions for small businesses raising capital, read our brochure, Small Business & the SEC. For more information about Regulation D offerings as an investor, see our Investor Bulletin.
David F. Levy
Chairman and CEO
Mr. Levy boasts lifelong success as a technology executive, entrepreneur, and business-builder.
Under Mr. Levy’s leadership iTalk, Inc. (TALK.OB) a publicly traded OTCBB company has placed itself as an state of the art innovative Wireless Technology Value Added Reseller (VAR) formed to develop and launch new technology and products in the global communications market.
The company provides wholesale and retail telecommunications services, and products worldwide. From May 2004 to Feb 2012, Mr. Levy was the founder, Chairman and CEO of Inzon Corporation, an OTCBB Listed Nevada Corporation with its headquarters in Delray Beach, FL, a Voice Over Internet Protocol (“VoIP”) technology company providing complete voice, fax, data and conference call services on an ASP platform utilizing its own worldwide hybrid VoIP/TDM network.
Prior to that, Mr. Levy was the President of GlobalNet Corp., a publicly traded (GLBT.OB) Nevada leading VoIP telecommunication Company. Mr. Levy was the founder and Chairman/Chief Executive Officer of Vox2 Healthcare L.L.C., a healthcare technology startup based in Deerfield Beach, Florida operating in the area of infrastructure and integration of broadband services via state-of-the-art satellite technology.
Prior to that, Mr. Levy was the Founder, Chairman and CEO of SubMicron Systems Corporation, a NASDAQ-listed, worldwide technology leader in the design and manufacture of production systems for semiconductor wafers and integrated circuits. In his stewardship of SubMicron from Oct 1988 until his retirement in May 1997, Mr. Levy built Submicron into a $176 million global business entity, ranking fourth largest in its industry segment.
Mr. Levy is listed in Who’s Who in the Midwest, Who’s Who in Leading American Executives, Who’s Who Registry Platinum Edition and Who’s Who Registry of Global Business Leaders. In 1992, Mr. Levy was accorded the Entrepreneur of the Year Award, Atlantic Division, an annual honor organized by Inc. magazine, Merrill Lynch and the accounting firm of Ernst & Young.
Mr. Levy holds a BSME degree from Pontificia Universidade Catholica, Rio de Janeiro, Brazil (March 1969), a MBA from John F. Kennedy University, Orinda, California (March 1979) and a Florida Real Estate Sales License in Dec 2010 along with BPOR Certification in June 2012.
CFO, Treasurer and Director
Richard brings over 25 years of diverse financial accounting, systems and regulatory experience working directly with the world’s leading telecom organizations. He has consulted on rate structures, billing and financial reporting for AT&T, British Telecom, France Telecom, Hughes Communications, PanAmSat, and Retevision.
Richard was responsible for leading the design and development efforts for implementation of U.S. ommunications Taxation Policies and related Billing System Enhancements for the North American subsidaries of British Telecom and France Telecom. Richard has been married to Lyn Dea for 40 years.40 years.
Mr. Dea, joined inZon Corporation on July 1, 2004, bringing over 25 years of diverse financial accounting, systems and regulatory experience working directly with the world’s leading telecom organizations. From April 1990 to the present, he has served as president of SAE Group of Delray Beach, Florida, a company that develops software in connection with satellite operations.
Mr. Dea began his career with Price Waterhouse where he served on the audit and tax staffs before focusing primarily on financial management and financial related litigation support in the Management Consulting Division (senior manager-in-charge). Mr. Dea holds a BS degree in Accounting from Florida State University.
David K. Lee
David K. Lee has over a decade of wireless industry experience with a proven track record of success.
Following initial sales experience with a regional wireless wholesaler and then an MVNO – David has built
one of the fastest growing distribution markets in the US. In 2007, he established a prepaid payment terminal business that grew to 1,000 stores with annual revenues of more than $30 Million.
In 2009, David Launched Cell Phone Depot, later to be renamed CPD Mobile. David began to strengthen the company to separate itself from competition and remain relevant in the industry by capitalizing on a high rate of acquisitions expanding the company’s overarching capabilities. David has since become a wholesale Master Dealer for TMobile U.S.A. and within only a few short years has taken the company to become top ten master dealers in the nation.
iTalk Mobility's Mission Statement
Create a financially self-sustainable company through organic growth and strategic acquisitions. iTalk will make acquisitions to accelerate growth by identifying and then acquiring well-managed companies with strong customer bases and solid financials. These strategic acquisitions will enable iTalk to grow rapidly, and allow it to market its innovative products and services to the newly acquired customers. iTalk fully expects to market its products to the 200 million users that have recently purchased iPod’s, iPad’s and iPhones. iTalk is spearheading a wireless revolution to lower consumer’s monthly cellular and internet bills. iTalk’s long-term strategies and short-term actions are molded by a set of core values that are shared by each employee. iTalk will deliver operational excellence in order to meet and exceed its commitments to both its customers and its shareholders.
iTalk is guided by the relentless focus on five imperatives and will constantly strive to implement the critical initiatives to achieve their vision.
* Continuously develop and acquire new products in order to grow rapidly and to fulfill our customers’ needs.
* Grow organically through direct online sales, and through the development of wholesale distribution, both domestically and globally.
* Make strategic acquisitions and market to the newly acquired customer base to accelerate our growth.
* Make our customer the top priority, through great service, affordable prices, innovative products and services and accessible customer support.
* Deliver maximum shareholder value and avoid shareholder dilution.