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Dilution ahead.
BREAK OUT ALERT
Yes. This is been heavily shorted and still holding up. They will have to cover at some point.
This will run to at least 0.10 soon.
Proxy Statement - Other Information (preliminary) (pre 14c)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. __)
Filed by the Registrant þ
Filed by a Party other than the Registrant o
Check the appropriate box:
þ Preliminary Proxy Statement
o Confidential, For Use of the Commission Only (As Permitted by Rule 14a-6(e)(2))
o Definitive Proxy Statement
o Definitive Additional Materials
o Soliciting Material under Rule 14a-12
iTALK, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
þ No fee required
o Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
o Fee paid previously with preliminary materials.
o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the form or schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
iTALK, INC.
2400 W. Cypress Creek Road, #111
Fort Lauderdale, Florida 33309
(877) 652-3834
To the Holders of Common Stock of iTalk, Inc.:
iTalk, Inc., a Nevada corporation (“Company”), on July 10, 2013, obtained written consents from stockholders holding a majority in voting power of the outstanding shares of voting securities of the Company entitled to vote, as well as from the holders of a majority of the outstanding shares of common stock, where required, on the following actions:
1. To approve the amendment of the Company’s articles of incorporation to decrease the number of authorized shares of common stock from 1,875,000,000 to 500,000,000; and
2. To approve the amendment of the Company’s articles of incorporation to authorize 50,000,000 shares of “blank check” preferred stock.
The details of the foregoing actions and other important information are set forth in the accompanying Information Statement. The Board of Directors of the Company has unanimously approved the above actions.
Under the Nevada Revised Statutes (the “NRS”), action by stockholders may be taken without a meeting, without prior notice, by written consent of the holders of outstanding capital stock having not less than the minimum number of votes that would be necessary to authorize the action at a meeting at which all shares entitled to vote thereon were present and voted. On that basis, the stockholders holding a majority in voting power of the outstanding shares of capital stock entitled to vote, as well as the holders of a majority of the outstanding shares of common stock, where required, approved the foregoing actions. No other vote or stockholder action is required. You are hereby being provided with notice of the approval of the foregoing actions by less than unanimous written consent of the stockholders of the Company.
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.
By Order of the Board of Directors,
/s/ David F. Levy
David F. Levy,
Chief Executive Officer and President
Fort Lauderdale, FL
August 22, 2013
2
iTALK, INC.
INFORMATION STATEMENT
CONCERNING CORPORATE ACTIONS AUTHORIZED BY WRITTEN
CONSENTS OF STOCKHOLDERS
WE ARE NOT ASKING YOU FOR A PROXY AND
YOU ARE REQUESTED NOT TO SEND US A PROXY
General Information
This Information Statement is being furnished to the stockholders of iTalk, Inc. (formerly Trist Holdings, Inc.), a Nevada corporation (“Company,” “we,” “us” or “our”), to advise them of the corporate actions described herein, which have been authorized by the written consents of stockholders owning shares having a majority in voting power of the outstanding voting securities of the Company entitled to vote thereon, as well as by the holders of a majority of the outstanding shares of our common stock, where required. This action is being taken in accordance with the requirements of the Nevada Revised Statutes (“NRS”).
This Information Statement will first be mailed to stockholders on or about August 22, 2013 and is being furnished for informational purposes only.
Our board of directors has determined that the close of business on July 10, 2013 was the record date (“Record Date”) for the stockholders entitled to notice about the actions authorizing: (i) the amendment of our articles of incorporation to decrease the number of authorized shares of common stock from 1,875,000,000 to 500,000,000 and (ii) the amendment of our articles of incorporation to authorize the issuance of 50,000,000 shares of “blank check” preferred stock. The foregoing actions are referred to herein individually as the “Action” or collectively as the “Actions.”
Under the NRS, any action required or permitted by the NRS to be taken at an annual or special meeting of stockholders of a Nevada corporation may be taken without a meeting, without prior notice and without a vote, if consents in writing, setting forth the action so taken, are signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the approval of the Actions must be given to those stockholders who have not consented in writing to the action and who, if the action had been taken at a meeting, would otherwise have been entitled to notice of the meeting.
3
VOTING SECURITIES
We had shares of our common stock issued and outstanding at the time of the stockholder action. As of July 10, 2013, the Record Date and the date of the stockholder approvals of the Actions by written consents, there were 46,350,000 shares of our common stock issued and outstanding. Of those, we received the written consent of the holders of 24,170,000 of our shares of common stock.
DECREASE IN AUTHORIZED COMMON STOCK
We are currently authorized by our articles of incorporation, as amended, to issue 1,875,000,000 shares of common stock and no shares of preferred stock. As of July 10, 2013, there were 46,350,000 shares of our common stock issued and outstanding.
Our board of directors believes it is in our best interests and the best interests of our stockholders to reduce the number of authorized shares of our common stock while retaining a sufficient number of authorized but unreserved shares to allow for the issuance of shares of our common stock or other securities in connection with employee benefit and incentive plans and arrangements, the financing of the operations of iTalk, operations, the acquisition of other businesses, the establishment of joint ventures, and such other purposes as our board of directors determines.
The reduction in the number of authorized shares of our common stock to a level that continues to provide a meaningful number of authorized but unreserved shares will permit our board of directors to issue additional shares of our common stock without further approval of our stockholders, and our board of directors does not intend to seek stockholder approval prior to any issuance of the authorized capital stock unless stockholder approval is required by applicable law or stock market or exchange requirements. Our issuance of additional shares of our common stock may result in substantial dilution to our existing stockholders, and such issuances may not require stockholder approval.
Although we from time to time review various transactions that could result in the issuance of shares of our common stock, we have not reviewed any specific transaction to date that we presently anticipate will result in a further issuance of shares of our common stock.
The NRS expressly permits our board of directors, when evaluating any proposed tender or exchange offer, any merger, consolidation or sale of substantially all of our assets, or any similar extraordinary transaction, to consider all relevant factors including, without limitation, the social, legal, and economic effects on the employees, customers, suppliers, and other constituencies of our and its subsidiaries, and on the communities and geographical areas in which they operate. Our board of directors may also consider the amount of consideration being offered in relation to the then current market price for our outstanding shares of common stock and our then current value in a freely negotiated transaction. Our board of directors believes such provisions are in our long-term best interests and the long-term best interests of our stockholders.
We do not have in place provisions which may have an anti-takeover effect. The reduction in the number of authorized shares of our common stock while retaining a sufficient number of authorized but unreserved shares to allow for the issuance of shares of our common stock under various scenarios may be construed as having an anti-takeover effect by permitting the issuance of shares of our common stock to purchasers who might oppose a hostile takeover bid or oppose any efforts to amend or repeal certain provisions in our articles of incorporation or bylaws. The reduction in the authorized number of shares of our common stock did not result from our knowledge of any specific effort to accumulate our securities or to obtain control of us by means of a merger, tender offer, proxy solicitation in opposition to management or otherwise, and we did not take such action to increase the authorized shares of our common stock to enable us to frustrate any efforts by another party to acquire a controlling interest or to seek representation on our board of directors.
The issuance of additional shares of our common stock may have a dilutive effect on earnings per share and on the equity and voting power of existing security holders of our common stock. It may also adversely affect the market price of our common stock. However, if additional shares are issued in transactions whereby favorable business opportunities are provided which allow us to pursue our business plans, the market price of our common stock may increase.
4
The holders of our common stock are entitled to one vote for each share held of record on all matters to be voted on by our stockholders.
The holders of our common stock are entitled to receive dividends when, as, and if declared by our board of directors out of funds legally available therefor. We have not recently paid dividends on our common stock and do not intend to do so in the near future. In the event of our liquidation, dissolution or winding up, the holders of the shares of our common stock are entitled to share ratably in all assets remaining available for distribution to them after payment of liabilities and after provision has been made for each class of stock, if any, having preference over our common stock. Holders of shares of our common stock have no conversion, preemptive or other subscription rights, and there are no redemption provisions applicable to our common stock.
In your dreams. You are nuts
Stop Lying Mac Shahsavar is the current Chairman and CEO.
Ghana Gold Corp. Announces the Appointment of Head of Operations
PORT ST. LUCIE, Fla., June 6, 2013 /PRNewswire/ -- Ghana Gold Corp. (OTC Markets: GGCO) announced today the appointment of Mr. Chris Ellom as Head of Operations in Ghana. Mr. Ellom is a native of Ghana and a Canadian Citizen.
Chris Ellom was educated in England and in Canada with a background as an Engineering Technologist. In 2010, Chris returned to his birth place and founded the Smile Africa initiative focused on providing books and computers to children, with the purpose of reducing and one day eliminating illiteracy.
Through this endeavor, Chris established relationships with government officials and business leaders, providing him with access and opportunity few others have. Along with managing his company, Chris has been providing services to foreign companies looking to establish operations in Ghana.
Chris will be in charge of all Ghana Gold Corp. operations, overseeing the alluvial production and coordinating the company's hard rock test drilling program, day to day operations and staffing.
With the recent agreement with the WSA, Ghana Gold Corp. is committed to having the best people, along with experience and a real understanding of cultural and environmental issues in Africa. "We have that in Chris and look forward in Ghana Gold Corp. establishing itself as a leader in business, cultural and environmental areas," stated Mac Shahsavar, Chairman and CEO. The company expects to announce additional management team members and a phased growth plan to implement new mining operations in the foreseeable future.
About Ghana Gold Corp.
Ghana Gold Corp. is a gold exploration and alluvial gold production company with properties in the Republic of Ghana. Ghana Gold Corp. seeks to expand operations to other neighboring African countries, which have a great gold mining opportunities.
Investor Relations: ir@ghanagoldcorporation.com or info@ghanagoldcorporation.com
Ahhhhh jaaajaaaaaaa
Just for you to get even more nervous BooBoo, the co. in addition to financials expected next week is also expected to release by the end of August (which is also next week by the way) the name of the appointed engineering firm that will be running all their operations which they stated has among its clients some of the mayor gold producers in the world. Upps BooBoo, it seems that your career as a foolish basher is getting to and end. I really hope you are not short here. Just saying
The real value of this co. is WSA. They got on board because they saw the potential of the properties and previous studies. The co. also reported more than 1 million in revenues from gold production from current mines already in production. Even though the previous financials statements were not audited dont you think WSA has more than enough financials and layers to make their DD before getting on board with such a huge deal? Of course they assessed every thing before signing a 5 billion $ deal. IS JUST COMMON SENSE PEOPLE. In addition WSA arranged a conference call with the president to get government support which they accomplish successfully. The fact that they blocked an attempt by the co. to do another pump and the fact that they are the mayor shareholder indicates they are in charge now. JUST ADD THE DOTTS and apply a little of common sense and you have the next huge multi bagger $$$$$$$$$. With all that said I encourage to every one to do their own DD and reach to their own conclusions instead of listening to foolish comments from some bashers here with no facts to support their claims and non sense comments. Good luck to all and happy weekend.
If somebody told you that Apple was a scam you would laugh right. Well is the same here, WSA which nobody in their right mind would say is a scam just signed a deal for 10 years with this co. (Very easy to verify by just calling or sending an email to WSA). With that said suggesting this co. is a scam is just the most stupid thing I have ever heard and will mot avoid this stock from skyrocketing to at least 1$.
Why dont you go ahead and call WSA and ask them. I sure I did and could not be more happy with my long position here and adding more every time I can. I dont base my investments in foolish comments and instead do my DD. It wasnt until WSA a reputable co. with business in more than 30 countries got on board that I got interest. They are the mayor shareholder here and are pretty much in charge of every decision and certainly have all the money in the world to back up the mining operations. But dont take my word for it and do your own DD go ahead and call them.
Wao look at booboo getting nervous because financials will be out next week. How many posts trying to avoid the inevitable and that is this stock will run to 1$ soon. I feel sorry for any shorts in this stock because they are messing with the wrong co. With WSA on board with a 5 billion dollars deal for 10 years you really need to have balls to be short here. They also have government support ( refer to recent PR) , this will run high and many will missed the run, some really foolish shorts will get burn and some front loaders like myself will make money. GLTA including you booboo , you will really need it.
Shorts will get burned big time next week. Mark this post.$$$$$$$$$. Financials coming next week=Break Out=Shorts getting Burn= mayor winner in the OTC.
1$ stock soon. Producing gold already. Co. aiming for 200000 ounces per year once in full production. Financials will be release next week. 5 billion $ deal with WSA for 10 years+ government support. Next 10 bagger (no brainer stock).
Sits setting up for break out. Weeee
Three states fighting back against DoJ's attempt to block AMR US Airways merger • 7:52 PM
Officials in Florida, Texas and North Carolina - which are home to large hubs for American (AAMRQ.PK) and US Airways (LCC) - are pushing back against the U.S. government's attempt to block the proposed merger of the two airlines, requesting that they drop the suit because the combined company would significantly benefit their local economies.
Last week, the U.S. Justice Department filed a lawsuit challenging the merger, saying it would reduce competition among air carriers and ultimately lead to higher fares for passengers.
For its part, AMR and U.S. Airways have filed a motion to set trial for November 12, 2013.
Read comments
AAMRQ.PK price at time of publication: $3.07. Check AAMRQ.PK price now »
American Airlines And US Airways File Motion To Set Trial For Nov. 12, 2013
FORT WORTH, Texas and TEMPE, Ariz., Aug. 22, 2013 /PRNewswire/ -- AMR Corporation (OTCQB: AAMRQ), the parent company of American Airlines, Inc., and US Airways Group, Inc. (NYSE: LCC) today announced that they filed a motion to set a trial date and a supporting brief in the United States District Court for the District Of Columbia in connection with the lawsuit filed by the U.S. Department of Justice ("DOJ") regarding the merger of the two airlines. In the motion, American Airlines and US Airways have requested a Nov. 12, 2013 trial date.
(Logo: http://photos.prnewswire.com/prnh/20130208/DA56847LOGO)
(Logo: http://photos.prnewswire.com/prnh/20130214/MM60367LOGO-c)
"We strongly believe in the significant benefits the merger of American Airlines and US Airways will deliver to consumers, communities and employees," said Tom Horton, AMR's Chairman, President and CEO, and incoming Chairman of the Board of the new American Airlines. "The people of American Airlines have worked extremely hard over the past two years to lead our company through a remarkable and successful restructuring and turnaround. After all of their contributions, we are ready to move forward with this merger. We look forward to beginning this trial in November so we can complete our journey toward building the new American and deliver on the promise of this merger."
In their filing, the Companies explain that their proposed trial date is very reasonable by recent historical standards. The DOJ request for 180 days, especially with one of the parties in bankruptcy, however, would be unprecedented and unreasonable in the circumstances. Based on the DOJ merger cases litigated to a decision since 2001, the average time from the DOJ's complaint to trial is 70 days.
"We are eager to show that the DOJ's action would deny millions of customers access to a more competitive airline that will offer customers what they want, delivering significant benefits to consumers, communities and employees," said Doug Parker, Chairman and CEO, US Airways, incoming CEO of the combined company. "The new American Airlines is predicated on growth. This merger is the foundation of American's plan to exit bankruptcy and is the cornerstone of American's and US Airways' plan to form a more competitive and cost-effective airline to take on the country's largest air carriers – Delta, United Airlines, and Southwest – and a number of fast-growing low-cost carriers, including Virgin America, JetBlue, Spirit, and Allegiant. We are committed to resolving this litigation and, if necessary, will pursue all legal options in order to achieve this merger."
About American Airlines
American Airlines focuses on providing an exceptional travel experience across the globe, serving more than 260 airports in more than 50 countries and territories. American's fleet of nearly 900 aircraft fly more than 3,500 daily flights worldwide from hubs in Chicago, Dallas/Fort Worth, Los Angeles, Miami and New York. American flies to nearly 100 international locations including important markets such as London, Madrid, Sao Paulo and Tokyo. With more than 500 new planes scheduled to join the fleet, including continued deliveries of the Boeing 737 family of aircraft and new additions such as the Boeing 777-300ER and the Airbus A320 family of aircraft, American is building toward the youngest and most modern fleet among major U.S. carriers. American's website, AA.com®, provides customers with easy access to check and book fares, and personalized news, information and travel offers. American's AAdvantage® program, voted Airline Program of the Year at the 2013 Freddie Awards, lets members redeem miles for flights to almost 950 destinations worldwide, as well as flight upgrades, vacation packages, car rentals, hotel stays and other retail products. The airline also offers nearly 40 Admirals Club® locations worldwide providing comfort, convenience, and an environment with a full range of services making it easy for customers to stay productive without interruption. American is a founding member of the oneworld® alliance, which brings together some of the best and biggest airlines in the world, including global brands like British Airways, Cathay Pacific, Iberia Airlines, Japan Airlines, LAN and Qantas. Together, its members serve more than 840 destinations served by some 9,000 daily flights to nearly 160 countries and territories. Connect with American on Twitter @AmericanAir or Facebook.com/AmericanAirlines. American Airlines, Inc. and American Eagle Airlines, Inc. are subsidiaries of AMR Corporation. AMR Corporation common stock trades under the symbol "AAMRQ" on the OTCQB marketplace, operated by OTC Markets Group.
About US Airways
US Airways, along with US Airways Shuttle and US Airways Express, operates more than 3,100 flights per day and serves 198 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. The airline employs more than 32,000 aviation professionals worldwide, operates the world's largest fleet of Airbus aircraft and is a member of the Star Alliance network, which offers its customers more than 21,900 daily flights to 1,329 airports in 194 countries. Together with its US Airways Express partners, the airline serves approximately 80 million passengers each year and operates hubs in Charlotte, N.C., Philadelphia, Phoenix and Washington, D.C. Aviation Week and Overhaul & Maintenance magazine presented US Airways with the 2012 Aviation Maintenance, Repair and Overhaul (MRO) of the Year Award for demonstrating outstanding achievement and innovation in the area of technical operations. Military Times Edge magazine named US Airways as a Best for Vets employer for the past three years. US Airways was, for the third year in a row, the only airline included as one of the 50 best companies to work for in the U.S. by LATINA Style magazine's 50 Report. The airline also earned a 100 percent rating on the Human Rights Campaign Corporate Equality index for six consecutive years. The Corporate Equality index is a leading indicator of companies' attitudes and policies toward lesbian, gay, bisexual and transgender employees and customers. For more company information visit usairways.com, follow on Twitter @USAirways or at Facebook.com/USAirways.
Keep the Ask high folks , this will run big time.
Book your sit and load , this price wont last long. To da moon soon.
0.10 soon. $$$$$
Lets say I have 1000 shares. If the merger go through, how many shares would I get from the new merged co. I think they mentioned that at least 3.5% of new shares will go to the current share holders but Im not sure how would that translate in numbers of shares for me.
American Airlines Launches Codeshare Agreement With TAM Airlines
MIAMI, Aug. 15, 2013 /PRNewswire/ -- American Airlines today announces the launch of a new codeshare agreement with Sao Paulo-based TAM Airlines, increasing American's network connectivity in Brazil and further enhancing its relationship with LATAM Airlines Group. Customers can begin booking tickets on codeshare flights today for travel starting Aug. 22.
(Logo: http://photos.prnewswire.com/prnh/20130208/DA56847LOGO)
Through the agreement, the two airlines will codeshare on each other's flights between the United States and Brazil. American's customers will also have access to TAM flights from Rio de Janeiro and Sao Paulo to eight additional destinations throughout Brazil, including Fortaleza, Natal and Vitoria, and TAM's customers will also have access to American flights from Miami, New York and Orlando, Fla., to 25 cities in the U.S., including Atlanta, Los Angeles and Washington, D.C.
The improved access provided through the relationship will also complement American's new Brazilian service to Curitiba (CWB) and Porto Alegre (POA) from Miami, pending government approval, and Sao Paulo (GRU) from Los Angeles, all of which will be available for booking Aug. 18. The new service from Miami to Curitiba and Porto Alegre will launch Nov. 21 and the service from Los Angeles to Sao Paulo will launch Dec. 16. With the additional routes, American will serve nine destinations in Brazil, further demonstrating its commitment to provide customers with expanded options through a growing network footprint in Latin America.
"Thanks to this codeshare agreement with TAM, we are better able to respond to the increasing customer demand for travel between the U.S. and Brazil," said Kurt Stache, American's Vice President – Strategic Alliances. "This new access to TAM's network significantly enhances American's footprint in Brazil and represents an important stepping stone in building an even stronger strategic partnership with LATAM."
"To have American Airlines as a partner is a great achievement," said Marco Antonio Bologna, CEO of TAM S.A. "With this agreement, we are expanding the network of destinations to one of the markets with the most demand from our passengers. Whether traveling for business or leisure, customers will now have access to the broad American network in the United States with the purchase of a single ticket. In addition, passengers from the U.S. will be able to discover more destinations in Brazil, while enjoying our top quality service."
Additionally, members of the American Airlines AAdvantage® program will be able to earn miles on flights operated by TAM and will be able to redeem miles later this year, providing another valuable benefit of the relationship.
TAM, which plans to join the oneworld® alliance in 2014, is a member of the LATAM Airlines Group. LATAM operates nearly 1,500 daily flights to 144 destinations in 27 countries.
This pps is ridiculously low. I have being tented to sell some of my other stocks and add more here. Will go up for sure.
I have 2 mill shares and will sell in 5 years at 1$ , then buy a big boat and retire. Weeeed
Lol
What does that has to do with this board?
Financials will be out soon.
1$ Stock on the making.$$$$
Riding this one all the way up to 7$
The Tier change is a positive step for the co.
Companies that make the information publicly available on a timely basis (90 days after fiscal year end for Annual Reports; 45 days after each fiscal quarter end for Quarterly Reports) qualify for OTC Pink Current Information
Tier Change
Tue, Aug 20, 2013 12:00 - Ghana Gold Corp. (GGCO: OTC Pink Limited) - Tier Change - The symbol, GGCO, no longer is classified as OTC Pink Limited. As of Tue, Aug 20, 2013, GGCO resides in the OTC Pink Current tier. You may find a complete list of tier changes at otcmarkets.com.
Going to 1$.
I agree. Ive also been a big defendant of this co. but my patient expired today. I sold today at a lost and Im out for good. To much BS going on. Good luck to those still holding.
Holding tight here as well. Go SITS
How come the pps dont go higher with this kind of buying?
AAMRQ breakout