iTalk Inc. (fka TALK)

[lloydm]

This is what was stated.

The Company claims an exemption from the registration requirements of the Securities Act of 1933, as amended (the “Securities Act”), for the issuance of the Preferred Stock to Mr. Lee, pursuant to Section 4(a)(2) of the Securities Act and/or Regulation D promulgated thereunder because, among other things, the transactions did not involve a public offering, Mr. Lee acquired the securities for investment and not resale, and we took appropriate measures to restrict the transfer of the securities.