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Yes the deal is about MVNO read post #24150
The KEY to the merger is MVNO, and you should all understand what MVNO is..read 24150
In this case you could say (again all speculation) that T-Mobile is taking over TALKs coverage zone
That would not be possible because TALK coverage zone is Sprint network. The deal is about MVNO (IMO) because with the merger UMS now has access to both Sprint and T-Mobile network.
Speculation - it could be apple. They're supposedly testing MVNO but denying it.
http://www.fiercewireless.com/story/report-apple-privately-testing-us-mvno-has-eyes-europe-well/2015-08-03
ITalk Sprint network agreement.
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) & fourth generation (4G) code division multiple access (CDMA) technologies.
What is stopping UMS from buying the shares on the open market, then retiring them after the merger?
If some are short, would buying cover (based on volume today) not increase the PPS and longs does not need to do anything?
Going to sit back and watch what happens with $TALK$ today. I am loaded and locked already.
Yes that is a possibility, very small as it may, based on what is out there per $TALK$ filing or public search information on both companies. I am sure we all have theories why this or that was done, and we trade based on those theories.
Next month or maybe even next week - we might know for-sure. GTLA.
Very inciting time ahead for UMS.
If you provide more detail on the violation TALK/UMS committed. I will personally forward to Laura Anthony in order to get clarification for you.
Better yet why not contact her directly with this violation. and I would like to see her, or the company response if possible?
You should read the long laundry list of violations on his litigation by the SEC, Terry Johnson never knew how to engage and conduct an audit.
Terry was relieved of his duty by the company last October per 8-K. Looks like he misrepresent himself to TALK and other companies. New auditors is taking the time to ensure its done in accordance to the law/requirement for SEC filing.
From our understanding and feedback from the company, this should be done sometime next month. Maybe next week even.
"the audit standards have been passed and enforced by the PCAOB for a reason"
This is why the new auditors are PCAOB certified. To ensure its done properly.
http://www.dbrookscpa.com/
Headquartered in West Palm Beach, Florida, D. Brooks and Associates CPA’s, P.A. is a PCAOB registered certified public accounting firm that offers clients professional and courteous attention while delivering practical value in addressing their needs. We have extensive experience in assisting clients with highly complex issues as well as day to day operational needs. Our principals are native residents of South Florida and share a passion for helping businesses and individuals achieve success in financial matters.
The Firm’s philosophy is to provide clients National level technical expertise through hands on relationships that emphasize understanding client issues, addressing them with appropriate urgency, and maintaining effective communications so as to maximize value delivered as a result of these relationships.
Specialties
SEC Reporting, Audits, Reviews, Compilations, and Taxes, Valuation Services, CFO Services
Attorney Laura Anthony is handling the merger, and I am pretty sure she knows what she's doing, but thanks.
Her website on Merger is the following...
http://www.reverse-merger.com/
http://www.reversemergers.com/blog/tag/10q/
Ms. Anthony’s focus includes but is not limited to compliance with the reporting requirements of the Securities Exchange Act of 1934, as amended, (“Exchange Act”) including Forms 10-Q, 10-K and 8-K and the proxy requirements of Section 14. In addition, Ms. Anthony prepares private placement memorandums, registration statements under both the Exchange Act and Securities Act of 1933, as amended (“Securities Act”). Moreover, Ms. Anthony represents both target and acquiring companies in reverse and forward mergers, including preparation of deal documents such as Merger Agreements, Stock Purchase Agreements, Asset Purchase Agreements and Reorganization Agreements. Ms. Anthony prepares the necessary documentation and assists in completing the requirements of the Exchange Act, state law and FINRA for corporate changes such as name changes, reverse and forward splits and change of
UMS is a holding company with several subsidiaries:, International Touch Point, LLC (“ITP”), United Prepaid, LLC (“United Prepaid”) and United Mobile Solutions, LLC d/b/a CPD MOBILE.
ITP was formed in 2014 to provide refurbishment and quality control operation in Dallas, TX. Refurbishment offers the opportunity to develop gross margins in excess of 30%,
United Prepaid was formed in 2006 as an exclusive distributor of prepaid cellular phones and airtime in the state of South Carolina for a mobile virtual network operator. With an aptitude to capitalize the existing reseller network, the business soon evolved into a dealer services business model where the company began to enable retailers to accept cellular prepaid payments through a dedicated terminal system. In less than three short years, the business grew to over 900 active locations, grossing $30 million annually. United Prepaid still supports the customers in this network. The active relationships through the dedicated terminal systems positions the company to quickly deploy new services and give access to thousands of locations both directly and indirectly.
TALK tagline post merger. Hope they think about using it, but no worries if they don't.
Tricks are for kids - TALK is for Real!
UMS 2013 Revenue EBITDA numbers.
HIGH GROWTH AND PROFITABLE: 2013 Revenues over $17 million and EBITDA of $800K. UMS was started in 2010 and is now recognized as a leading niche player in the Wireless Industry. UMS is a nation wide distributor of Wireless products and services. Headquartered in Atlanta GA with satellite offices in Florida, Texas, and soon California. Now in the process of expanding its logistics hub in Dallas TX.
Patience. Will will happen change soon.
TALK PPS will increase dramatically soon indeed.
Of-course PPS will go up, the float is pretty much locked by longs like myself who's not selling. So MM are shorting TALK, they just don't have enough share for the demand and need to cover. Unfortunately this brings the price down, but make the run to $$ easier when news drop. Not stressing at all here.
The fickle, fearful, day trader, momentum and short term begin to sell out allowing the MM to cover his short position at lower prices. They will move it down quickly to get it to a price of least financial damage. Problem MM have is long-term investors (like many of us who truely understand what we have here). We're accumulating and buying more.
As per the agreement TALK common (float) shares is 15% of the A/S. So $TALK$ will run quickly and easily when the time comes - we just need news or MM to stop burying themselves deeper.
For the last time. This is why closing is taking a bit longer, and I see spin doctors working it in their favour. Its all good! TALK is for real - know the facts not the hype.
The issue was concerns about the previous auditor not the company. The new auditors has to ensure 100% there is no problem with the audit or it might reflect on the company. This is why its taking a little longer.
Everyone knows the deal is not closed until filed with SEC. The agreement "CLEARLY" states this also.
You're taking a know fact and trying to make it look like a scham. Sorry but $TALK$ is for real.
1.1 Definitions. The following capitalized terms, as used in this Agreement, shall have the respective meanings set forth below or given to them in the provisions referenced.
“Closing Date” means (i) the date which is the third (3rd) Business Day after the first date on which all Closing Conditions have been satisfied or waived pursuant to the terms of Article IV, other than those Closing Conditions which by their terms will be satisfied at the Closing, or (ii) such other date as Talk, Lee and UMS mutually agree upon in writing.
3.2 Closing Obligations. At the Closing:
The Closing shall be binding on the Parties upon completion of the Closing Conditions set out above and herein, however, final issuance of iTalk, Inc. common shares to UMS will not occur until iTalk, Inc. has received UMS audited financial statements in a condition capable of being filed with the SEC for inclusion in appropriate SEC reports.
Read and you'll see its all there.
https://www.sec.gov/Archives/edgar/data/1373444/000149315215004533/ex10-1.htm
Walk into any of the 1200 CPD mobile stores and growing, then tell me they're not for real.
http://cpdmobile.com/
http://cpdmobile.com/t-mobile
No the facts not the hype.
They issue was concerns about the previous auditor not the company. The new auditors has to ensure 100% there is no problem with the audit or it might reflect on the company. This is why its taking a little longer.
PURCHASE AND SALE AGREEMENT clearly States.
The Closing shall be binding on the Parties upon completion of the Closing Conditions set out above and herein, however, final issuance of iTalk, Inc. common shares to UMS will not occur until iTalk, Inc. has received UMS audited financial statements in a condition capable of being filed with the SEC for inclusion in appropriate SEC reports.
(i) The (i) unaudited balance sheet of UMS as of August 31, 2015 and the related statements of income, stockholders’ equity and cash flow for the fiscal years ended December 31, 2014 (the “Fiscal Financial Statements”), and (ii) unaudited balance sheet of UMS as of December 31, 2014 (the “Interim Balance Sheet” and, together with the Fiscal Financial Statements, the “Financial Statements”), and the related statements of income, stockholders’ equity and cash flow statement for the period ended August 31, 2015, have been delivered to Talk prior to the date hereof.
The merger is all about MVNO subscribers. This is a huge market and growing rapidly. I highly recommend everyone understand TALK's MVNO market potential.
With R/M with iTalk - UMS via CPD mobile will have access to T-Mobile and Sprint network via MVNO.
CEO: David Lee – Owner and Founder. Over a decade of experience in the wireless industry. Following initial sales experience with a regional Wireless wholesaler, and then an MVNO – David 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 2010, David launched United Mobile Solutions to exploit distribution opportunities in the wholesale handset and wireless space.
The global MVNO market is expected to reach USD 73.20 billion by 2020, according to a new study by Grand View Research, Inc. Increasing global mobile subscribers and demand for data services is expected to favor market growth over the next six years. MVNOs provide differentiated services to customers by targeting niche market segments such as retail, business, roaming, etc. This helps to avoid direct competition with MNOs and also generates additional revenues for both MVNO and MNO.
The global voice services market is expected to be stagnant, whereas data and value added services are expected to generate revenue for the mobile market over the forecast period. MVNOs play an important role to address this segment; they buy minutes in bulk from the MNOs and sell them to their customers at discounted price. Increasing technology advancements such as LTE and 4G infrastructure are expected to provide new avenues to the MVNO market. However, lack in expertise may restrict market growth over the next six years.
TALK FLOAT is 15% Total.
Its ashame some just don't understand TALK float is 15% of common stock, and its pretty much locked up.
2.2 Purchase Price. In exchange for the UMS Shares, Talk shall issue to the UMS Stockholders preferred shares of Talk which are convertible into a total of 85% of the fully diluted common stock of iTalk, Inc., for distribution to the UMS Stockholders in proportion to each of their Common Shares in UMS (the “Purchase Price”). This 85% is computed before giving effect to options and warrants which may be given to Talk management or advisors as set out in Schedule 2.2 to this Agreement. The capital structure of Talk post-closing shall be as set out in Schedule 2.2.
Its about UMS
The Closing shall be binding on the Parties upon completion of the Closing Conditions set out above and herein, however, final issuance of iTalk, Inc. common shares to UMS will not occur until iTalk, Inc. has received UMS audited financial statements in a condition capable of being filed with the SEC for inclusion in appropriate SEC reports.
THIS IS ALL WERE WAITING FOR!
Sometime "rotten" indeed but its not UMS/TALK. Stay tuned it will all be revealed soon with 10-K coming next month.
Market Maker Fear and Manipulation.
Float is locked by longs who are not selling. So what is happening. MM are shorting in order to make a market and need to cover. This is compounding the issue for Market Makers. The more they short and force TALK down, the more longs buy and wait. Rinse wash repeat until news or MM move it up a leg.
Once the MM is caught short and the strength of the buy is overpowering the MM will want to cover his short position. This down tick gives the illusion of weakness designed to hopefully begin the bear raid of selling. The fickle, fearful, day trader, momentum and short term begin to sell out allowing the MM to cover his short position at lower prices. They will move it down quickly to get it to a price of least financial damage. Problem they have is long-term investors. We're accumulating and buying more.
L2 confirms more buying than selling - that is the fact like it or not.
Talk Float is locked and loaded, those patiently waiting will be rewarded soon.
Financial Reporting/Disclosure
Reporting Status: U.S. Reporting: SEC Filer
Audited Financials: Audited
CIK: 0001373444
Fiscal Year End: 8/31
OTC Market Tier OTCQB
http://www.italkmobility.com/investors
Looks like new Minister of Health in Guinea will be moving forward with Kallo Deal.
January 12, 2016
The incoming Minister seems measure the challenges ahead. Anyway, there are many. Among other things, access to public health services for all and the construction of health infrastructure, especially in rural areas. After congratulating his predecessor for his victory over the Ebola outbreak, Abdourahmane Diallo said his work will focus on capacity building of Guinea's health system. "In the short term we will rebuild this system badly shaken (by the Ebola outbreak), and will ensure that the vigilance necessary standards are observed to avoid any possibility of disease recurrence or occurrence of other diseases epidemiological character, "promised Diallo.
http://guineenews.org/ministere-de-la-sante-pas-de-bilan-de-remy-lamah-abdourahmane-diallo-annonce-la-couleur/
I think the filing will happen before February 15th. This is based on company feedback, SEC filing date deadlines, plus requirement for annual filing for Incorporation.
February 16, 2016
SEC DEADLINE FOR 10-Q -> 12/31/15
February 29th, 2016
SEC DEADLINE FOR 10-K -> 11/30/15
http://www.edgarfilings.biz/calendar/calendar.pdf
Connect to whom?
Good..
Then you'll know the past two years filing took place in February..
Annual Reports
Report Year Filed Date
2014 02/25/2014
2015 02/23/2015
Get the filing deadlines.
November 30th 10-K deadline is February 29th.
http://www.edgarfilings.biz/calendar/calendar.pdf
interesting - LOL.
IR - indicated Merged
Frivolous Lawsiut - indicated merged
8-K from September - indicated merged
Bloomberg indicated - merged.
all other sources indicated merged.
I guess they're all clueless also.
Traders thought news was December and January not $TALK. based on the 10-K that was released on November 30. It reads news before due date.
"Transition report on Form 10-K, Form 20-F, 11-K Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report of transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof will be filed on or before the fifth calendar day following the prescribed due date;"
http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11038929
Due date for November 10-K is February 29th.
February 16, 2016
DEADLINE FOR ->12/31/15 10-Q
February 29th, 2016
DEADLINE FOR -> 11/30/15 10-K
TALK so far have not sent a single fluff PR and there's two time more buying than selling. confirmed on L2.
If there's P&D going on? Provide evidence for all to review.
Discovering Dr Abdourahmane Diallo, the new Guinea Minister of Health.
http://guineenews.org/a-la-decouverte-de-dr-abdourahmane-diallo-le-nouveau-ministre-de-la-sante/
Dr. Abdourahmane Diallo, a physician and international expert of strengthening health systems, appointed Minister of Health
Dr. Abdourahmane Diallo, 45, is an international expert in strengthening health systems, with a strong experience in strategic planning, design and management of health programs. His appointment as the Minister of Health is part of the priority given by President Alpha Conde expertise to form a government of action, as well as the implementation of a program to strengthen the system Guinean health at national and community level. The objective is to provide Guineans universal access to quality care and improve the ability to prevent and manage outbreaks, while the World Health Organization (WHO) said on December 29 2015 the end of the Ebola epidemic that severely hit people for nearly two years.image
Recognized expert, MD, holds a Master in Public Health, Dr. Abdourahmane Diallo has nearly 20 years of experience in clinical and international development, specializing in management of health systems in developing countries and logistics management of public health products such as drugs for HIV / AIDS, tuberculosis, reproductive health, essential and generic drugs and laboratory inputs.
From October 2010 to December 2015, Dr. Abdourahmane Diallo served as Director of the USAID Strengthening Health Systems in Washington DC DELIVER. In this capacity, he led the project headquarters, the technical team that defines the orientation and supports all project activities related to strengthening health systems and supply chains of health products including development , adaptation and implementation implementation of innovative approaches. He was a member of the project management team and was responsible for the development and monitoring of action plans and core activities of his department budget.
From August 2007 to October 2010, Dr. Abdourahmane Diallo was the Country Director for Tanzania Project SCMS (Supply Chain Management System) funded by PEPFAR (the US President's Initiative for the Fight against AIDS) through the USAID and implemented by the US-based John Snow, Inc. (JSI), with an annual budget of over 40 million. He introduced the concept of Tanzania prefabricated pharmaceutical stores for the expansion of storage capacities of the Central of Purchasing, making the office SCMS / Tanzania the country's first SCMS project to have such advanced infrastructure. He also set up an innovative approach to the sustainability of supply chains in Tanzania, developing a mentoring program for regional health staff and districts through the development and use of a handy resolution problems that was well received and adopted by the national counterparts.
From September 2002 to August 2007, he was Chief Technical Advisor and Team Leader Laboratory of John Snow, Inc. in Arlington, Virginia (USA). He has developed and managed the first central team funded by USAID to strengthen the logistics management of laboratory products in developing countries. Previously, he worked in nearly 30 countries in Africa, Asia and the Caribbean.
Born in 1970 in Conakry, Dr. Diallo Abdourahmane holds since 1997 a doctorate in general medicine from the Faculty of Medicine and Pharmacy of Casablanca (Morocco) since 2001 and a Masters in Public Health from Johns Hopkins University Baltimore (Maryland, USA).
https://www.linkedin.com/in/abdourahmane-diallo-md-mph-a92385b7
Summary
I am a Medical Doctor with a Master degree in International Public Health from the Johns Hopkins University School of Public Health with close to 20 years of clinical and international public health experience.
I am currently the Director of Public Health and Supply Chain Systems Strengthening for the USAID | DELIVER PROJECT, funded by the United States Agency for International Development (USAID) and implemented by John Snow, Inc.. My responsibilities include overseeing and leading our project’s activities worldwide in public health and supply chain systems strengthening. In addition, I oversee the technical work of more than 22 country offices, leading USAID core funded activities. Areas of work include strategic planning, health systems management and policy to strengthen public health supply chain systems in developing countries, and HIV/AIDS and clinical laboratory logistics programs. I supervise a team of technical advisors specialized in various areas of public health and supply chain systems strengthening.
Prior to that, I served as Country Director for the PEPFAR (The U.S. President Emergency Plan for AIDS Relief) funded Supply Chain Management System project in Tanzania. I was responsible for the overall management of country office strategic, technical, administrative, and financial activities.
I have worked on assessing, designing, implementing and monitoring health systems including supply chain systems for public Health commodities in more than 20 African, Caribbean and Asian countries, including Tanzania, Uganda, Kenya, Rwanda, Zimbabwe, Zambia, Nigeria, Guinea, Ghana, Burkina Faso, Côte d’Ivoire, Nepal, Niger, Mali, India, Madagascar, Ethiopia, Haiti, etc.
My objectives include continuing to save lives in the developing world as a public health professional in some leadership capacity, preferably as a Country Director/Representative of an international public health organization.
Hindsight is 20/20 and whomever is dumping shares to NITE is crazy.
Hopefully this stupidity will not last much longer.
please provide evidence where company stated or hinted AS will be increased?
For information on funding I am focusing on Guinea news for source.
Older news on funding with google translator.
By late afternoon, the delegation of the Minister Rémy Lamah met at the Permanent Mission of Guinea in Geneva with Messrs François Wahl NGO Numelec and Jurg Staubli CF & C Swiss financial interest in hospital reconstruction in Guinea and decided to offer free disinfectants to five hospitals in the capital Conakry.
http://guineenews.org/geneve-le-ministre-remy-lamah-obtient-155-millions-usd-du-fonds-mondial-pour-la-guinee/
$TALK- I would get in on this one ASAP. This is buy and HOLD for a couple of weeks only. R/M announcement due mid next month. PPS going to spike this week.
Read post from over the weekend.
GLTA
Great rock owns two companies.
http://www.greatrockdev.com/
http://cyberworksrobotics.com/
All we can go on is facts, and I must say $$TALK$$ facts are looking real "GOOD"!
Done for the day! GLTA..
Company tipped there hat and made it clear they're looking up-list to OTCQB .01 minimum, then quick run to $land from there.
Financial Reporting/Disclosure
Reporting Status: U.S. Reporting: SEC Filer
Audited Financials: Audited
CIK: 0001373444
Fiscal Year End: 8/31
OTC Market Tier OTCQB