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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): June 4, 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 June 4, 2013, iTalk Inc., a Nevada corporation (the "Company"), entered into
a definitive Asset Purchase Agreement (the "Purchase Agreement") with Cable &
Voice Supply Inc., a Florida corporation ("Cable and Voice"). Pursuant to the
terms of the Purchase Agreement, the Company purchased certain assets of Cable
and Voice, specifically all rights relating to the domain name My800online.com
(the "Acquired Assets").
In consideration of the Acquired Assets, the Company agreed to issue to Cable
and Voice 500,000 shares of the Company's common stock (the "Shares"). The
Purchase Agreement also contained standard representations and warranties by
Cable and Voice.
The Shares are "restricted securities" as term is defined by the Securities Act
of 1933 (the "Securities Act") and the transaction is exempt for securities
registration pursuant to Section 4(2) and/or Regulation D under the Securities
Act.
The description of the Purchase Agreement and the terms thereof are qualified in
their entirety to the full text of such agreement, which are 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, except as shall be
expressly set forth by specific reference in any such filing.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
Also on June 4, 2013, the Company closed the Cable and Voice 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 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
All information set forth in Item 1.01 above is hereby incorporated into this
Item 3.02.
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 June 4, 2013 between iTalk Inc. and
Cable & Voice Supply Inc.
99.1 Press Release dated June 6, 2013
2
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: June 7, 2013 By: /s/ David F. Levy
------------------------------------
Name: David F. Levy
Title: President
