iTalk Inc. (fka TALK)

[lloydm]

Since UMS revenue exceeds 50% and more of iTalk revenue. The merger is classified as Significant Consummated Business Acquisition

Significant Consummated Business Acquisition
If a registrant determines that a consummated or probable business combination is significant, pro forma financial information is required unless, as indicated below, the historical financial statements of the acquired or to be acquired business are not required in the filing under Rule 3-05 or the transaction is already reflected in the registrant’s historical financial statements for the entire period.

TALK is required to file the follow in order to finalize the merger.
- Audited financial statements for the three most recent years (Form 8-K)
- unaudited financial statements for the appropriate interim period preceding the acquisition and the comparative prior period.

We have already received the unaudited financial statements for the appropriate interim period preceding the acquisition
-> www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11161151

Question
What SEC filings require the presentation of pro forma financial information for a significant consummated or probable business combination?

Answer
As discussed in more detail below, the types of SEC filings in which a registrant may be required to present pro forma financial information for a significant consummated business combination include the following:
• Form 8-K.
• Registration statements.
• Proxy statements.

Under Article 11, pro forma financial information is not required in a Form 10-K or 10-Q. However, pro forma data required by U.S. GAAP under Statement 141(R) [ASC 805]3 must be included in the notes to the financial statements in a Form 10-K or Form 10-Q, as appropriate.

Form 8-K
Significant Consummated Business Acquisition
A registrant must file an initial Form 8-K (under Item 2.01) within four business days of the consummation of a business acquisition that exceeds the 20 percent significance level.

We have already received the initial 8-K
-> www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11143849

Pro forma financial information depicting an acquisition is only required if the acquisition is significant under Rule 3-05. A registrant may file such financial statements and pro forma financial information in the initial Form 8-K. Otherwise, the registrant has an additional 71 calendar days to file an amended Form 8-K to include the separate financial statements and pro forma financial information.

This is all were waiting for now Pro forma (Audited financial statements for the three most recent years) financial information. The 71 day extension is almost up with 15 trading days left, but news can come anytime now.