iTalk Inc. (fka TALK)

[lloydm]

Form 8-K requires pro forma financial information under Article 11 or Rule 8-05 of Regulation S-X for
significant business combinations (including the acquisition of an equity method investment) and
dispositions that are required to be described by Item 2.01 of Form 8-K. The Form 8-K is due within four
business days of completion of the transaction.
If a registrant is unable to provide the required pro forma financial information for an acquisition when
the Form 8-K is filed (e.g., because audited financial statements of the acquired business are not
available), an automatic extension of 71 calendar days is available (Form 8-K Item 9.01(4)). As noted in
Section 2.2.1, the SEC staff has said that Article 11 pro forma financial information should accompany
the audited financial statements of an acquired business because an acquiree’s standalone financial
statements without the associated pro forma information may be misleading.
The 71-day extension allowed by Item 9.01(4) of Form 8-K does not apply to the requirement to file pro
forma financial information for other transactions such as dispositions. That is, the pro forma financial
information reflecting a significant disposition must be provided within four business days of its completion.
In an exchange transaction, the registrant and another party contribute businesses to a joint venture
(e.g., Newco) in exchange for an equity interest. If pro forma financial information is required for both
the disposition and the acquisition, a registrant may be unable to present a pro forma income statement
depicting the joint venture formation at the time of the initial Form 8-K filing because the financial
statements of the business contributed by the other party are not available.
These financial statements and related pro forma financial statements do not need to be filed until
71 calendar days after the date that the initial report of the transactions on Form 8-K is filed (i.e., four
business days after the transaction is consummated plus 71 calendar days). Pro forma financial statements
depicting a significant disposition are ordinarily filed within four business days of the disposition. The SEC
staff will not object if the initial Form 8-K reporting the transaction includes a description of the effects of
the disposition and quantifies those effects, if practicable. The complete pro forma information depicting
the effects of the exchange of interests should be filed at the time that the audited financial statements
of the acquired business are filed.