iTalk Inc. (fka TALK)

[DreamGreen]

CORRECTION!!! AS is NOWHERE NEAR 27 billion

INTEGRAL here is why your AS estimate is not even close!

You stated here that your calculations were based on Lee's 85% calculated after the warrants

integral Member Level Wednesday, 02/03/16 02:21:23 PM
Re: m_m007 post# 27504
Post #
27515
of 27767 Go

The 8K clearly stated that Lee's conversion is after and takes priority over the other derivatives, which includes the 4.9, 5.0, 4.9 and the notes payable.

So the 85% conversion is after all the other conversions.

But that is incorrect. The 8K clearly states that the 85% is before the warrants.

"representing 85% of the Company’s fully diluted Common Stock as of the Closing Date), prior to giving effect to dilution of the issued and outstanding shares of Common Stock by the shares of Common Stock underlying the Prospective Levy Options, Prospective Mesa Partner Warrant and Prospective Andora Holdings Warrant."


It even goes as far as giving the exact amount 10,625,000,000. AND THESE SHARES ARE RESTRICTED FOR AT LEAST 6 MONTHS POSSIBLY LONGER

If the warrants are converted and I say if because they are listed on the 8k as "PROSPECTIVE" the as would be approx. 14 billion.


As for the $930,000 you mentioned. There is no way of knowing if this is convertible debt. The merger agreement states that the TOTAL debt including convertibles and other liabilities is less than 1 million. Obviously some debt has already been taken care of.

It also states that the debt will be taken care of by financings or conversions! So it is possible that the debt will be paid without any conversions at all.

"2.3 Capital Contribution . Presently iTalk, Inc. has convertible debt outstanding and liabilities outstanding, which will either be paid from the first financings raised by Talk. or repaid by iTalk, Inc. through share issuances to such creditors post-closing of the transaction contemplated in this Agreement. It is estimated at the date of this Agreement the [color=red]total required to satisfy all these debts are less than $1.0 million."

Given this information it's plain to see that the 27 billion estimate is way off base