UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): May 24, 2013
iTALK INC.
(Exact name of registrant as specified in its charter)
Nevada 000-54664 20-5302617
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification Number)
2400 W. Cypress Creek Road, Suite 111, Fort Lauderdale, Florida 33309
(Address of principal executive offices) (Zip Code)
(877) 652-3834
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On May 24, 2013, iTalk Inc., a Nevada corporation (the "Company"), entered into
a definitive Asset Purchase Agreement (the "Purchase Agreement") with ITG, Inc.,
a Texas corporation ("ITG"). Pursuant to the terms of the Purchase Agreement,
the Company agreed to purchase substantially all of the assets of ITG,
including, but not limited to, all intellection property rights relating to ITG,
EasyTalk and Valucom (the "Acquired Assets").
In consideration of the Acquired Assets, the Company agreed to pay to ITG
$250,000 upon the closing of the transaction. The Purchase Agreement also
contains standard representations and warranties by ITG.
The description of the Purchase Agreement and the terms thereof are qualified in
their entirety to the full text of such agreement, which is filed as Exhibit
10.1 to, and incorporated by reference in, this report. A copy of the press
release that discusses this matter is filed as Exhibit 99.1 to, and incorporated
by reference in, this report.
The information in this Current Report is being furnished and shall not be
deemed "filed" for the purposes of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that Section. The information in
this Current Report shall not be incorporated by reference into any registration
statement or other document pursuant to the Securities Act of 1933, except as
shall be expressly set forth by specific reference in any such filing.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On May 28, 2013, the Company closed the ITG transaction described above and
purchased the Acquired Assets. All information set forth in Item 1.01 above is
hereby incorporated into this Item 2.01.
ITEM 8.01 OTHER INFORMATION
On May 30, 2013, the Company announced that it that it has signed a letter of
intent to acquire Eezinet Corporation, a multi-state FCC licensed Competitive
Local Exchange Carrier focused on the deployment of broadband and related
services in rural America.
A copy of the press release that discusses this matter is filed as Exhibit 99.2
to, and incorporated by reference in, this report. The information in this
Current Report is being furnished and shall not be deemed "filed" for the
purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise
subject to the liabilities of that Section. The information in this Current
Report shall not be incorporated by reference into any registration statement or
other document pursuant to the Securities Act of 1933, except as shall be
expressly set forth by specific reference in any such filing.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
The exhibits listed in the following Exhibit Index are filed as part of this
Current Report on Form 8-K.
10.1 Asset Purchase Agreement dated May 24, 2013 between iTalk Inc. and
ITG, Inc.
99.1 Press Release dated May 29, 2013
99.2 Press Release dated May 30, 2013
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
iTALK INC.
Dated: May 31, 2013 By: /s/ David F. Levy
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Name: David F. Levy
Title: President
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