iTalk Inc. (fka TALK)

[Huggy Bear]

The financial statements of an acquired
business (Item 9.01) must be filed no later than
71 calendar days after the date that the initial
report on Form 8-K must be filed (four
business days plus 71 calendar days).

What are the penalties for non-compliance with these
requirements?

The penalties for non-compliance can be severe, and
include the company’s loss of the right to use Form S-3
for both primary and secondary offerings (however,
failure to file within the required time period with
respect to events subject to Items 1.01, 1.02, 2.03-2.06,
4.02(a), or 5.20(e) will not affect an issuer’s right to use
Form S-3).

No failure to file under the following Items shall be
deemed a violation of Section 10 of the Exchange Act
and Rule 10b-5: 1.01, 1.02, 2.03-2.06, 4.02(a), 5.02(e), or
6.03.

In addition, SEC guidance makes clear that the failure
to properly file a Form 8-K may be considered prima
facie evidence of a lack of sufficient disclosure controls
under the Sarbanes-Oxley Act of 2002 (“SarbanesOxley”).

http://media.mofo.com/files/Uploads/Images/FAQ-Form-8-K.pdf

TALK failed to file the audited UMS financials in the 71 day extension window.

There is no SEC approved reverse merger.