Well thats exactly whats happening.. see here for example i put the other on the board too.. Count them.. ZERO ah, ah, ah .. Zero shares owned ah, ah, ah
SC 13G/A 1 v414200_sc13ga1.htm AMENDMENT NO. 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(AMENDMENT NO. 1)*
ITALK, INC.
(Name of issuer)
Common Stock, $0.001 value per share
(Title of class of securities)
465353 100
(CUSIP number)
June 15, 2015
(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)
x 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 in 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).
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
SEC 1745 (1-06)
Page 1 of 5 pages
CUSIP No. 465353 100
13G Page 2 of 5 Pages
1. Name of Reporting Person
I.R.S. Identification Nos. of above persons (entities only).
KBM WORLDWIDE, INC.
EIN: 46-504-0512
2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
3. SEC Use Only
4. Citizenship or Place of Organization
Nevada
Number
of Shares
Beneficially
Owned
by Each
Reporting
Person
With: 5. Sole Voting Power
0
6. Shared Voting Power
7. Sole Dispositive Power
0
8. Shared Dispositive Power
9. Aggregate Amount Beneficially Owned by Each Reporting Person
0
10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)
¨
11. Percent of Class Represented by Amount in Row (9)
0.00%
12. Type of Reporting Person (See Instructions)
CO
CUSIP No. 465353 100
13G Page 3 of 5 Pages
Item 1 (a) Name of Issuer:
ITALK, INC., a Nevada corporation
(b) Address Of Issuer's Principal Executive Offices:
2400 W. Cypress Creek Road; #111
Fort Lauderdale, Florida 33309
Item 2 (a) Name of Person Filing:
KBM WORLDWIDE, INC.
(b) Address of Principal Business Office, or, if none, Residence:
111 Great Neck Road, Suite 216, Great Neck, NY 11021
(c) Citizenship:
New York
(d) Title of Class of Securities:
Common Stock, $0.001 value per share
(e) Cusip Number:
465353 100
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 (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)(ii)(F).
(g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G).
(h) ¨ A savings association 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)(ii)(J).
CUSIP No. 465353 100
13G Page 4 of 5 Pages
Item 4 Ownership
(a) Amount beneficially owned 0
(b) Percent of class: 0.00%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote
0
(ii) Shared power to vote or to direct the vote
(iii) Sole power to dispose or to direct the disposition of
0
(iv) Shared power to dispose or to direct the disposition of
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. x
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
Item 10 Certification
(a) The following certification shall be included if the statement is filed pursuant to §240.13d-1(b):
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
(b) The following certification shall be included if the statement is filed pursuant to §240.13d-1(c):
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.
CUSIP No. 465353 100
13G Page 5 of 5 Pages
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.
June 26, 2015
Date
/s/ Seth Kramer
Signature
Seth Kramer, President
Name/Title
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative other than an executive officer or general partner of the filing person, evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties for whom copies are to be sent.
Attention: Intentional misstatements or omissions of fact constitute Federal criminal violations (See 18 U.S.C. 1001)
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