Replies to post #70354 on iTalk Inc. (fka TALK)

[1manband]

No, that is not factual. The 10-Q (and subsequent 8-K's) state, without a doubt, that the acquisition was completed and UMS was a wholly-owned subsidiary of TALK.

"On January 29, 2016 (“Closing Date”), the Company closed (“Closing”) on the Exchange under the Purchase Agreement pursuant to which the Company acquired 100,000 shares of common stock of UMS held by Mr. Lee, representing all of the issued and outstanding capital stock of UMS, in exchange for issuing 106,250 shares of Preferred Stock of the Company to Mr. Lee and/or his affiliates, convertible into 10,625,000,000 shares of Common Stock of the Company (where each share of Preferred Stock is convertible into 100,000 shares of Common Stock). Upon Closing of the Exchange, UMS became a wholly owned subsidiary of the Company and the Company’s pro-forma shares of Common stock and Preferred Stock issued and outstanding after giving effect to the Exchange was 1,875,000,000 shares of Common Stock and 106,250 shares of Preferred Stock, convertible into 10,625,000,000 shares of Common Stock of the Company (representing approximately representing 85% of the Company’s fully diluted Common Stock as of the Closing Date), prior to giving effect to dilution of the issued and outstanding shares of Common Stock by the shares of Common Stock underlying the Prospective Levy Options, Prospective Mesa Partner Warrant and Prospective Andora Holdings Warrant."

https://www.sec.gov/Archives/edgar/data/1373444/000149315216011508/form10-qa.htm

And the CEO and CFO certified the information was factual. Now they are claiming it was never true means they committed a crime by intentionally including the wrong information in the 10-Q AND, more importantly, signing the certifications.

[Tesla_se]

In a reverse triangular merger, the acquirer creates a subsidiary that merges into the selling entity and then liquidates, leaving the selling entity as the surviving entity, and a subsidiary of the acquirer. The buyer’s stock is then issued to the seller’s shareholders. Because the reverse triangular merger retains the seller entity and its business contracts, the reverse triangular merger is used more often than the triangular merger.

Benefits of a Reverse Triangular Merger

A reverse triangular merger is attractive when the seller’s continued existence is needed for reasons other than tax benefits, such as rights relating to franchising, leasing or contracts, or specific licenses that may be held and owned solely by the seller.



Read more: Reverse Triangular Merger Definition | Investopedia http://www.investopedia.com/terms/r/rtm.asp#ixzz4XNnPFqYY