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 2, 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 2, 2013, iTalk Inc., a Nevada corporation (the "Company"), entered into a
definitive Asset Purchase Agreement (the "Purchase Agreement") with AA
Enterprise Corp., a Nevada corporation ("AA Enterprise"). Pursuant to the terms
of the Purchase Agreement, the Company purchased substantially all of the assets
of AA Enterprise, including, but not limited to, all intellectual property
rights relating to RocketVoIP (the "Acquired Assets").
In consideration of the Acquired Assets, the Company agreed to pay to AA
Enterprise as follows: (i) to issue 500,000 common shares (the "Shares") and
(ii) to make two separate onetime payments of $25,000, with the first payment
being due within 10 days of the date of the Purchase Agreement and the second
payment being due 30 days thereafter. The Purchase Agreement also contained
standard representations and warranties by AA Enterprise.
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 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 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 May 2, 2013 between iTalk Inc. and AA
Enterprise Corp.
99.1 Press Release dated May 3, 2013
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 3, 2013 By: /s/ David F. Levy
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Name: David F. Levy
Title: President
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