iTalk Inc. (fka TALK)

[lloydm]

ITALK UMS R/M agreement with the only item were awaiting completion on highlighted.


final issuance of iTalk, Inc. common shares to UMS

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On September 24, 2015, iTalk Inc. (the “Company”), entered into a Purchase and Sale Agreement (the “Purchase Agreement”) with Kil W. Lee and United Mobile Solutions Corp. (“UMS”). Pursuant to the terms of the Purchase Agreement, the Company agreed to acquire from Mr. Lee all of the UMS issued and outstanding common stock in exchange for shares of the Company’s preferred stock, convertible into 85% of the Company’s fully diluted common stock (the “Exchange”).

ITEM 8.01 OTHER EVENTS
On September 28, 2015, the Company issued a press release announcing the execution of the Purchase Agreement. A copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.


Delray Beach, Florida, September 28, 2015 - iTalk Inc. (OTCQB: TALK) (“iTalk”), a global provider of advanced communications and mobile broadband services, is pleased to announce that it has executed a Purchase and Sale Agreement to acquire United Mobile Solutions Corp. (“UMS”).

UMS, with $16 million in annual revenue, is a value added master dealer distributor, dedicated wireless equipment distributor and service provider with a device distribution network of sub-dealers – including kiosks, stores and franchised outlets. Through its value added approach, UMS’s sub-dealer network has quickly expanded to over 1,600 outlets across the Southeastern United States. UMS’s services include streamlined inventory management; back-end expertise to ensure and manage quality control fulfillment and reverse logistics operations dealership management; and simplified wireless payment processing enablement services to the wireless industry and a wide inventory of cellular phones with immediate availability.

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%, while providing an additional inventory flow for UMS and its family of companies. ITP is able to handle simple projects from cosmetic refurbishment all the way to the complex level 3 circuit board repairs in large volumes. 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.

David F. Levy, iTalk’s Chief Executive Officer, stated: “The UMS acquisition will give iTalk the ability to expand the iTalk products family into the full wireless segment, such as our subsidiary WQN’s global calling services, along with our data wireless devices, by integrating them with UMS’s strong marketing and distribution services network. We plan to execute an aggressive growth strategy to leverage their product offerings, customer base and backend process capabilities with our cutting edge smartphone apps and VoIP technologies. This will provide WQN the opportunity to acquire new customers and maximize potential revenue.”

Mr. Levy concluded, “David Lee, President of UMS, is a business leader that brings extensive leadership and expertize in the wireless technology, marketing and services to iTalk. He will continue in his role as President of UMS, overseeing the overall management and growth of iTalk. The iTalk team and I personally look forward to working closely with him and his team to further build shareholder value.”

Mr. Lee stated, “David Levy’s leadership as CEO is valuable as he will guide the organization through the corporate strategies available to us, as we continue to execute on our aggressive growth plans. David Levy adds a valuable perspective to UMS’s management team by bringing years of corporate leadership and we look forward to the partnership in becoming an industry leader in the technology driven wireless industry. Mr. Levy’s experience in the industry will be valuable as we innovate the offerings the combined companies will be able to provide to the mobile marketplace.”


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.