UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended ~~May~~November 3130, 2015

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Transition Period from _________ to _________

Commission file number: 000-54664

iTALK, INC.

(Exact name of registrant as specified in its charter)

Nevada		20-5302617
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~2400~~100 WE.Linton ~~Cypress Creek Road; #111~~Blvd.,

~~Fort~~Suite ~~Lauderdale, Florida 33309~~144-A

Delray Beach, FL 33483

(Address of principal executive offices) (zip code)

(877) 652-3834

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or: for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X ] No [ X]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	[ ]	Accelerated filer	[ ]
Non-accelerated filer	[ ]	Smaller reporting company	[X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X].

As of ~~August 24~~May 13, ~~2015~~2016, there were 1,~~808~~875,~~001~~000,~~287~~000 shares of registrant’s common stock outstanding.

iTALK, INC.

INDEX

		Page
PART I. FINANCIAL INFORMATION		3
ITEM 1.	Financial Statements	3
	Condensed consolidated balance sheets as of May 31, 2015 (unaudited) and August 31, 2014	3
	Condensed consolidated balance sheets as of November 30, 2015 (unaudited) and August 31, 2015	3
	Condensed consolidated statements of operations for the three and nine month ended May 31, 2015 and 2014 (unaudited)	4
	Condensed consolidated statements of operations for the three months ended November 30, 2015 and 2014 (unaudited)	4
	Condensed consolidated statements of cash flows for the nine months ended May 31, 2015 and 2014 (unaudited)	5
	Condensed consolidated statements of cash flows for the three months ended November 30, 2015 and 2014 (unaudited)	5
	Notes to condensed consolidated financial statements (unaudited)	6-13
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1214
ITEM 3.	Quantitative and Qualitative Disclosures about Market Risk	16
ITEM 4.	Controls and Procedures	17
PART II. OTHER INFORMATION		18
ITEM 1.	Legal Proceedings	1817
ITEM 1A.	Risk Factors	1817
ITEM 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1817
ITEM 3.	Defaults Upon Senior Securities	18
ITEM 4.	Mine Safety Disclosures	18
ITEM 5.	Other Information	18
ITEM 6.	Exhibits	18
SIGNATURES		19

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

iTALK, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

	May 31, 2015			August 31, 2014
	November 30, 2015			August 31, 2015
	(unaudited)
ASSETS
Current assets:
Cash	$	344,~~300~~626		$	4214,~~870~~601
Inventory and other current assets		5,494			71,318
Total current assets		4,626			14,601
Total current assets		39,794			114,188
Property and equipment, net	$	-			74,106
Other assets:
Customer lists, net		~~141~~118,~~419~~822			~~164~~129,~~838~~622
Domain rights		-			125,400
Total assets	$	123,448		$	144,223
Acquisition		122,650
Debt issue costs		-			28,588
Total other assets		264,069			318,826
Total assets	$	303,863		$	507,120
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accrued expenses	$	~~208~~282,~~760~~076		$	~~232~~274,~~907~~807
Deferred revenue		104,565			104,565
Accrued salary –related parties		327,500			327,500
Accrued salary – related parties		252,500			102,500
Convertible notes payable –net of discounts		878,175			818,080
Convertible note payable – net of discount of $17,666		605,705			990,825
Note payable		615,385			615,385
Note payable		325,000			-
Advances payable, related party		5,600			3,300
Stock based payable		-			14,725
Loans payable, related party		37,065			36,965
Settlement payable		-			348,000
Derivative liability		475,200			424,592
Advances payable		50,000			50,000
Deferred revenue		46,243			46,243
Advances payable, related party		3,300			3,300
Total current liabilities		2,667,234			2,546,872
Loans payable, related party		37,100			36,965
Commitments and contingencies		-			-
Derivative liability		448,215			476,429
Total current liabilities		2,035,145			2,360,216
STOCKHOLDERS’ DEFICIT
Preferred stock; $0.001 par value; 50,000,000 and 50,000,000 shares authorized; 50,000,000 and 50,000,000 shares issued and outstanding as of May 31, 2015 and August 31, 2014; respectively
Series A Preferred Stock, $0.001 par value; 10 shares authorized, issued and outstanding		-			-
Series A Preferred Stock, $0.001 par value; 5 and -0- shares designated, 5 and -0- shares issued and outstanding as of May 31, 2015 and August 31, 2014, respectively		-			-
Common stock, $0.001 par value 1,875,000,000 shares authorized; 1,875,000,000 and 1,808,001,287 shares issued and outstanding as of November 30, 2015 and August 31, 2015, respectively		1,825,000			1,688,002
Series B Preferred Stock, $0.001 par value; 49,999,995 and 49,999,995 shares designated, 49,999,995 and 49,999,995 shares issued; 49,999,995 and 49,999,995 shares outstanding as of May 31, 2015 and August 31, 2014, respectively		50,000			50,000
Common stock subscribed not issued 50,001,287 and 120,000,000 shares, respectively		50,000			120,000
Common stock, $0.001 par value 1,875,000,000 shares authorized; 1,424,196,407 and 111,249, 454 shares issued and outstanding as of May 31, 2015 and August 31, 2014, respectively		1,424,196			111,249
Additional paid in capital		1,300,516			1,367,515
Additional paid in capital		476,552			1,212,815
Accumulated deficit		(5,719,302	)		(5,578,166	)
Accumulated deficit		(3,682,030	)		(3,227,161	)
Total stockholders’ deficit		(2,543,786	)		(2,402,649
Total stockholders’ deficit		(1,731,282	)		(1,853,096	)
Total liabilities and stockholders’ deficit	$	123,448		$	144,223
Total liabilities and stockholders’ deficit	$	303,863		$	507,120

See the accompanying notes to the unaudited condensed consolidated financial statements.

iTALK, INC.

CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS

	Three months ended May 31,						Nine months ended May 31,
	2015			2014			2015			2014
REVENUES:
Sales	$	181,475		$	218,146		$	521,313		$	564,098
Cost of sales		155,382			168,822			394,143			501,673
Gross (loss) profit		26,093			49,324			127,170			62,425
OPERATING EXPENSES:
Selling, general and administrative		107,632			293,645			408,950			1,091,407
Research and development expenses		-			7,000			-			35,000
Depreciation and amortization		67,718			35,068			92,072			98,065
Total operating expenses		175,350			335,713			501,022			1,224,472
Loss from operations		(149,257	)		(286,389	)		(373,852	)		(1,162,047	)
Other income (expense):
Gain(loss) on change in fair value of derivatives		392,220			(296,271	)		28,214			141,755
Gain on settlement of debt		(1,000	)		3,471			-			3,471
Impairment of assets		(32,120	)		-			(32,120	)		-
Interest expense		(23,917	)		(284,249	)		(76,111	)		(1,541,624	)
Total other income (expenses)		335,183			(577,049	)		(81,017	)		(1,396,128	)
Net Income (loss)	$	185,926		$	(863,438	)		(454,870	)		(2,841,955	)
Net income (loss) per common share, basic	$	(0.01	)	$	(0.01	)	$	(0.00	)	$	(0.05	)
Weighted average number of common shares outstanding, basic and diluted		278,509,766			74,672,452			231,593,499			57,263,988

(unaudited)

See the accompanying notes to the unaudited condensed consolidated financial statements

	Three Months Ended November 30,
	2015			2014
REVENUES:
Sales	$	100,404		$	180,537
Cost of sales		99,971			158,306
Gross profit		433			22,231

OPERATING EXPENSES:
Selling, general and administrative		12,808			114,368
Depreciation and amortization		10,800			10,109
Total operating expenses		23,608			124,477

Loss from operations		(23,175	)		(102,246	)

Other expense:
Loss on change in fair value of derivatives		(50,608	)		(171,364	)
Interest expense		(67,353	)		(3,874	)
Total other expense		(117,961	)		(175,238	)

Net loss	$	(141,136	)	$	(277,484	)

Net loss per common share, basic	$	(0.00	)	$	(0.01	)
Weighted average number of common shares outstanding, basic and diluted		1,831,561,274			154,791,354

See the accompanying notes to the unaudited condensed consolidated financial statements.

iTALK, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOW

(Unaudited)

	Nine months ended May 31,
	Three Months Ended November 30,
	2015			2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(~~454~~141,~~870~~136	)	$	(2277,~~841,955~~484	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		2510,~~008~~800			9810,~~065~~109
Debt issuance expense		28,588			-
Amortization of debt discount		60,070			-
Amortization of debt discount		65,000			1,310,064
Bad debt expense		-			(5,500	)
Bad debt expense		-			80,065
Loss on change in derivative liabilities		50,608			171,364
Impairment of assets		104,106			-
Stock based compensation		-			5
Liability for registration rights		-			155,080
(Gain) loss on change in derivative liabilities		(28,214	)		141,755
Stock based compensation		-			203,839
Changes in operating assets and liabilities:
Accounts receivable		-			(80,065	)
Accounts payable and accrued expenses		7,283			5,729
Prepaid expense		65,824			(61,721	)
Net cash used in operating activities		(12,375	)		(95,777	)
Accounts payable and accrued expenses		(126,647	)		188,226
Accrued salaries – related parties		252,500
Deferred revenue					28,261
Net cash used in operating activities		(68,705	)		(788,386	)
CASH FLOWS FROM INVESTING ACTIVITIES
Payment towards acquisition of WQN					(5,488	)
Purchase of equipment		-			(625	)
Net cash used in investing activities		-			(6,113	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from common stock subscriptions		-			262,157
Proceeds from related parties		2,400			-
Proceeds from notes payable		-			~~155~~65,~~000~~500
Proceeds from advances – related party		135			-
Net cash provided by financing activities		2,400			65,500
Proceeds from convertible note payable		60,000			340,000
Net decrease in cash		(9,975	)		(30,277	)
Net cash provided by financing activities		60,135			757,157
Cash, beginning of period		14,601			42,870
Net decrease in cash		(8,570	)		(27,342	)
Cash, end of period	$	4,626		$	12,593
Cash, beginning of period		42,870			42,370
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash, end of period	$	34,400		$	15,028
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-
Non cash investing and financing activities:
Schedule of Non-Cash Financing Activities:
Common stock issued in payment of settlement payable	$	-		$	115,522
Common stock issued in connection with issuance of convertible debt	$	-		$	364,860
Common stock issued in connection with issuance of convertible debt	$	306,240		$	145,000
Common stock issued in connection with legal proceedings				$	4,939

See the accompanying notes to the unaudited condensed consolidated financial statements.

ITALK, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

NOTE 1 – SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies applied in the preparation of the accompanying unaudited condensed consolidated financial statements follows:

Business and Basis of Presentation

ITALK, INC. (the “Company”) was formed on July 10, 2006 under the laws of the State of Nevada as Sopac Cellular Solutions, Inc. On December 18, 2012, the Company changed its name iTALK, INC. affected by way of a merger with its wholly-owned subsidiary iTalk, Inc. which was created solely to facilitate the name change. ~~The Company was formed to sell wireless technology and cell phone service to medium and large corporations, involving a large array of cellular service plans, cell phones, software and accessories.~~

~~The~~On ~~unaudited~~September ~~condensed~~24, ~~consolidated~~2015, ~~financial~~the ~~statements~~Company ~~include~~entered into a Purchase and Sale Agreement with United Mobile Solutions Corp., “UMS” a Delaware corporation. Under the ~~accounts~~terms of the Purchase Agreement, the Company agreed to acquire from Mr. Lee all of the issued and ~~its~~outstanding ~~wholly~~capital ~~owned~~stock ~~subsidiaries~~of UMS in exchange for shares of the Company’s preferred stock, ~~iTalk~~par value $0.001 per share, ~~Inc~~convertible into 85% of the Company’s fully diluted common stock, par value $0.001 ~~and~~per ~~RocketVoL~~share as of the date of closing which occurred on January 29, ~~Inc~~2016. ~~All~~UMS ~~significant~~was ~~inter~~formed in May 2010 and is in the business of providing value added products and services to T-~~company~~Mobile ~~transactions~~dealers, mobile virtual network operations dealers, wireless product and ~~balances~~service ~~have~~resellers, ~~been~~exclusive ~~eliminated~~carrier agents, distributors and wholesalers nationwide. In addition to its products and services, the Company is also an authorized Master Agent and wholesale partner of T-Mobile U.S.A. contracted to do business in ~~consolidation~~the southeastern region of the United States including provides training and development, new dealer recruitment, retail store development and commissions processing for its sub agents to its customers.

~~Development~~The ~~Stage~~consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries, iTalk, Inc. and RocketVoIP, Inc. All significant inter-company transactions and balances have been eliminated in consolidation.

The Company has elected to adopt Accounting Standards Update No. 2014-10, Development Stage Entities (Topic 915): Elimination of Certain Financial Reporting Requirements. The adoption of this ASU allows the Company to remove the inception to date information and all references to development stage.

Interim Financial Statements

The following (a) condensed consolidated balance sheet as of ~~May~~August 31, 2015, which has been derived from audited financial statements, and (b) the unaudited condensed consolidated interim financial statements of the Company have been prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three months ended ~~May 31,~~November 30, 2015 are not necessarily indicative of results that may be expected for the year ended August 31, ~~2015~~2016. These condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended August 31, ~~2013~~2015 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”) ~~on December 16, 2014~~.

Going Concern

The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern. However, the Company has reported net losses of $~~454~~141,~~870~~136 and $2277,~~841,955~~484 for the ~~nine~~three month periods ended ~~May~~November 3130, 2015 and 2014, respectively, accumulated deficit of $35,~~682~~719,~~030~~302 and total current liabilities in excess of current assets of $12,~~995~~662,~~351~~608 as of ~~May~~November 3130, 2015.

The Company has minimal revenues from operations and will be dependent on raising funds to satisfy its ongoing capital requirements for the next 12 months. The Company will require additional financing in order to execute its operating plan and continue as a going concern. The Company cannot predict whether this additional financing will be in the form of equity or debt, or by in another form. The Company may not be able to obtain the necessary additional capital on a timely basis, or on acceptable terms, or at all. In any of these pressures, any of these circumstances would have a material adverse effect on its business, prospects, financial condition and results of operations.

The unaudited condensed consolidated financial statements do not include any adjustments relating to the recoverability of assets and classifications of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

Revenue Recognition

The Company follows the guidance in Staff Accounting Bulletin 104 (“SAB) ~~No.~~ 104”), which provides guidance on the recognition, ~~presentation~~ presentation and disclosure of revenue in financial statements. SAB 104 states that revenue is realized or realizable and earned when all of the following criteria are met: persuasive evidence of an arrangement exists, services have been rendered, the seller’s price to the buyer is fixed or determinable, and collectability is reasonably assured.

Revenues are primarily derived from fees charged to terminate voice services over the Company’s network and from related monthly recurring charges. Variable revenue is earned based on the number of minutes during a call and is recognized upon completion of a call. Revenue from each customer is calculated from information received through the Company’s network switches. The Company tracks the information received from the switch and analyzes the call detail records and applies the respective revenue rate for each call. Fixed revenue is earned from monthly recurring services provided to customers that are fixed and recurring in nature, and are connected for a specified period of time. Revenues are recognized as the services are provided and continue until the expiration of the contract or until cancellation of the service by the customer. Cash fees received prior to call completion are recorded on the Company’s consolidated balance sheets as ~~unearned~~deferred revenue. As of ~~May~~November 3130, 2015 ~~and August 31~~, ~~2014,~~ the Company recorded deferred ~~unearned~~ revenue of $~~104~~46,~~565 and $104,565, respectively~~243.

Use of estimates

The preparation of financial statements in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Significant estimates include ~~the~~impairment ~~useful life~~ of ~~fixed~~intangible assets ~~and~~ assumptions used in the fair value of stock-based compensation and derivative liabilities.

Derivative Instrument Liability

The Company accounts for derivative instruments in accordance with ASC 815, which establishes accounting and reporting standards for derivative instruments and hedging activities, including certain derivative instruments embedded in other financial instruments or contracts and requires recognition of all derivatives on the balance sheet at fair value, regardless of hedging relationship designation. Accounting for changes in fair value of the derivative instruments depends on whether the derivatives qualify as hedge relationships and the types of relationships designated are based on the exposures hedged.

In accordance with this authoritative guidance, the Company recognized certain reset conversion features embedded in an issued a settlement agreement, convertible notes payable and registration rights agreement as derivative instruments at fair value.

Accounting for changes in the fair value of the derivative instruments depend on whether the derivative qualifies as hedge relationships and the types of relationships designated are based on the exposures hedged. At ~~May~~November 3130, 2015 and August 31, ~~2014~~2015, the Company did not have any derivative instruments that were designated as hedges.

Net Income (loss) per Common Share

The Company computes net income (loss) per share under Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”). Basic net income (loss) per common share is computed by dividing net loss by the weighted average number of shares of common stock. Diluted net income (loss) per share is computed using the weighted average number of common and common stock equivalent shares outstanding during the period. For the three months periods ended November 30, 2015 and 2014, 2,335,392,943 and 569,927,406 shares, respectively, underlying convertible debt were not included in the diluted loss per share because their impact was anti-dilutive. As of November 30, 2016, there were 50,001,287 shares of common stock subscribed but not issued that are included in the loss per share calculation.

Research and development

In accordance with ASC 730, “Research and Development”, the Company expenses all research and development costs as incurred. The Company had incurred $7,000 for the nine months ended May 31, 2014. None was incurred for the nine months ended May 31, 2015.

Cash and Cash Equivalents

For purposes of reporting cash flows, the Company considers all cash on hand, in banks, certificates of deposit and other highly liquid debt instruments with a maturity of three months or less at the date of purchase, to be cash and cash equivalents.

Property and equipment

Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated using the straight-line method over the asset’s estimated useful life, which is five years for computer assets and software. Expenditures for maintenance and repairs are expensed as incurred.

Intangible Assets

The Company amortized its identifiable intangible assets using the straight-line method over their estimated period of benefit. The estimated useful ~~lives~~life of the customer relationships ~~and~~is ~~domain rights are~~ five years. The Company periodically evaluates the recoverability of intangible assets and takes into account events or circumstances that warrant revised estimates of useful lives or indicate that impairment exists.

Stock-Based Compensation

The Company accounts for our stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period.

This guidance establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

Compensation expense for restricted stock or options granted to non-employees is determined in accordance with the standard as the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measured.

Determining the appropriate fair value of the stock-based compensation requires the input of subjective assumptions, including the expected life of the stock-based payment and stock price volatility. The Company uses the Black-Scholes option-pricing model to value its stock option awards which incorporate the Company’s stock price as determined by an outside third-party, an average volatility of comparable companies, U.S. risk-free rate, dividend rate, and estimated life.

Income taxes

Income tax provisions or benefits for interim periods are computed based on the Company’s estimated annual effective tax rate. Based on the Company’s historical losses and its expectation of continuation of losses for the foreseeable future, the Company has determined that it is more likely than not that deferred tax assets will not be realized and, accordingly, has provided a full valuation allowance. As the Company anticipates or anticipated that its net deferred tax assets at ~~May~~November 3130, 2015 and ~~2014~~ 2014 would be fully offset by a valuation allowance, there is no federal or state income tax benefit for the periods ended ~~May 31,~~November 30, 2015 and 2014 related to losses incurred during such periods.

Fair Value of Financial Instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of ~~May~~November 3130, 2015 and August 31, ~~2014~~2015. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Recently Issued Accounting Pronouncements

There are various updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries and are not expected to a have a material impact on the Company’s consolidated financial position, results of operations or cash flows.

NOTE 2— –FAIR ~~IMPAIRMENT~~VALUE ~~OF ASSETS~~MEASUREMENT

As ofdefined ~~May~~in 31(Financial Accounting Standards Board ASC 820), ~~2015~~fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilized ~~reviewed~~the ~~various~~market ~~assets~~data of similar entities in its industry or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and ~~determined~~the ~~their~~risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value ~~was~~balances ~~zero~~based ~~and~~on the ~~elected~~observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to ~~impair~~measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets ~~resulting~~or liabilities in(level a1 ~~charge~~measurement) and the lowest priority to ~~other~~unobservable ~~expense~~inputs of(level ~~$32,~~3 ~~210~~measurement).

~~NOTE~~The 3three –levels ~~SETTLEMENT~~of ~~PAYABLE~~the fair value hierarchy are as follows:

~~On October~~Level ~~18,~~1 ~~2013,~~– ~~the~~Quoted ~~Company~~prices ~~entered~~are ~~into~~available ~~a settlement agreement with IBC Funds (“IBC”)~~ in ~~settlement~~active ofmarkets anfor ~~aggregate of~~identical ~~$418,000~~assets ofor ~~past-due~~liabilities ~~obligations~~as of the ~~Company~~reporting ~~comprised~~date. ofActive ~~notes~~markets ~~payable~~are those in ~~aggregate~~which oftransactions ~~$380,928~~for ~~and~~the ~~related~~asset ~~accrued~~or ~~interest, which~~liability ~~IBC~~occur ~~had~~in ~~purchased~~sufficient ~~from~~frequency ~~certain~~and ~~vendors~~volume ofto ~~the~~provide ~~Company~~pricing ~~pursuant~~information toon ~~the~~an ~~terms~~ongoing ofbasis. ~~separate~~Level ~~claim~~1 ~~purchase~~primarily ~~agreements~~consists ~~between IBC~~of ~~and~~financial ~~each~~instruments of such ~~vendors~~as exchange-traded derivatives, ~~plus~~marketable ~~fees~~securities and ~~costs~~listed equities.

Pursuant to the terms of the settlement agreement, the Company issued 1,107,680 shares during 2013 of the Company’s common stock as a settlement fee and agreed to issue, in one or more tranches as necessary, that number of shares equal to $70,000 upon conversion to Common Stock at a conversion rate equal to 65% of the lowest closing bid price of the Common Stock during the ten trading days prior to the date the conversion is requested by IBC. The Company has identified the embedded derivatives related to the settlement agreement. These embedded derivatives included certain conversion features and reset provisions.

On May 27, 2014, the Company issued 4,939,760 shares of its common stock as collateral in connection with the continuing litigation with IBC Funds. The common stock was recorded at par value in the Company’s financial statements. On June, July and August 2014 the company issued 21,000,000 shares of its common stock as collateral in connection with the continuing litigation with IBC Funds. On October 2014, the company issued 15,210,000 shares equal to $208,542.34 upon conversion to common stock as collateral in connection with the litigation with IBC Funds and finalized the IBC settlement. The Company has fulfilled its obligation and the note is paid in full.

NOTE 4 – CONVERTIBLE NOTE PAYABLE

On May 17, 2013, the Company issued a $130,928 unsecured convertible promissory note that matured August 31, 2014. The promissory note bears interest at a rate of 4.9% and can be convertible into 130,928 shares of the Company’s common stock, at a conversion rate of $1.00 per share. Interest will also be converted into common stock at the conversion rate of $1.00 per share. The note was assigned to IBC Funds LLC on October 2013 but as part of the note cancelation settlement with IBC on September 2014 the liability was reestablished on the Company’s balance sheet as a note payable to the original holder Yew. The note currently is in default.

On September 16, 2013, the Company issued two unsecured notes payable, in the aggregate amount of $150,000, a bearing interest at 12% per annum with both principal and interest due at March 31, 2014. The Company may repay the notes at any time prior to maturity at amount equal to 130% of the outstanding principal redeemed plus accrued interest.

The holders have a right, at maturity or in an event of default (as defined), to convert any outstanding and unpaid principal portion of the notes and accrued interest at a conversion price of 50% of the average of five lowest bid prices of the Company’s common stock during the previous fifteen trading days from the conversion date.

Level 2 –	Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date and includes those financial instruments that are valued using models or other valuation methodologies. These models are primarily industry-standard models that consider various assumptions, including quoted forward prices for commodities, time value, volatility factors, and current market and contractual prices for the underlying instruments, as well as other relevant economic measures. Substantially all of these assumptions are observable in the marketplace throughout the full term of the instrument, can be derived from observable data or are supported by observable levels at which transactions are executed in the marketplace. Instruments in this category generally include non-exchange-traded derivatives such as commodity swaps, interest rate swaps, options and collars.

Level 3 –	Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value.

OnThe ~~March~~following ~~31,~~table ~~2014,~~sets atforth ~~maturity,~~by level within the ~~Company~~fair ~~has~~value ~~identified~~hierarchy the ~~embedded~~Company’s ~~derivatives~~financial ~~related~~assets toand ~~the~~liabilities ~~above~~that were ~~described~~accounted ~~notes.~~for ~~These~~at ~~embedded derivatives~~fair ~~included~~value ~~certain~~as ~~conversion~~of ~~features~~November 30, 2015 and ~~reset~~August ~~provisions~~31, 2015.

On November 30, 2014 the Company issued 10,000,000 shares of common stock with a value of $50,000 in settlement of $50,000 of the convertible note payable.

Recurring Fair Value Measures	Level 1		Level 2		Level 3		Total

LIABILITIES:
Derivative liabilities as of November 30, 2015	$	-	$	-	$	475,200	$	475,200
Derivative liabilities as of August 31, 2015	$	-	$	-	$	424,592	$	424,592

AsNOTE of3 ~~May~~– ~~31,~~STOCKHOLDERS ~~2015 the note was paid in full.~~EQUITY

~~NOTE~~On 5January –14, ~~DERIVATIVE~~2015, ~~LIABILITIES~~the Company filed an amendment to their Articles increasing the authorized shares to 1,875,000,000 shares.

~~The~~On ~~Company~~February ~~has~~11, ~~identified~~2015, ~~embedded~~the ~~derivatives~~Company inreceived a ~~settlement~~stock ~~and~~subscription ~~note~~agreement ~~payables.~~to ~~The~~purchase ~~accounting~~120,000,000 ~~treatment~~shares of ~~derivative~~common ~~financial~~stock at $0.00025 ~~instruments~~per ~~requires~~share. ~~that~~On March 11, 2015, the subscriber paid the Company ~~record~~$30,000 ~~fair~~as ~~value~~a ofcash payment for the ~~derivatives~~shares. asOn ofOctober 29, 2015, the Company ~~inception~~issued ~~date~~69,998,713 ~~and~~of tothe ~~fair~~120,000,000 ~~value~~shares as ofthe ~~each subsequent~~Company ~~reporting~~did ~~date~~not ~~which~~have atadequate ~~May~~authorized ~~31,~~shares ~~2015~~to ~~was~~issue ~~aggregate~~the oftotal number ~~$448,215~~subscribed.

~~During~~NOTE ~~the~~4– ~~nine~~RELATED ~~months~~PARTY ~~ended May 31, 2015, the Company recorded an aggregate of $28,214 loss on change in fair value of derivative liabilities.~~TRANSACTIONS

~~NOTE~~As 6of –August ~~STOCKHOLDERS~~31, ~~EQUITY~~2015, there was a loan payable due to Ezra E. Ezra, a former officer of the Company for $21,965, which is non-interest bearing with no specific repayment terms and a loan payable due to David F. Levy for $15,000 which is non-interest bearing with no specific repayment terms.

OnDuring ~~January~~the 14three months ended November 30, 2015, ~~the~~an ~~Company~~affiliate ~~filed~~of anthe ~~amendment~~Company toadvanced ~~their~~$2,400. ~~Articles~~The ~~increasing~~advance ~~the~~is ~~authorized~~on ~~shares~~demand toand ~~1,875,000,000~~does ~~shares~~not bear interest.

During the nine months period ended May 31, 2015 the Company issued 1,312,946,954 shares of common stock for convertible debt with a value of $306,240.

NOTE 7 – RELATED PARTY TRANSACTIONS

Officer’s salaries for the David Levy and Richard Dea, were not paid and accordingly the Company has accrued their salaries due under their employment starting February 1, 2013. The two officers accrued amounts are $252,500 and $102,500 in aggregate as of May 31, 2015 and August 31, 2014, respectively.

NOTE 8 – FAIR VALUE MEASUREMENT

The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

ASC 825-10 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities.

~~Level~~NOTE 3 5– ~~Unobservable~~CONVERTIBLE ~~inputs~~NOTES ~~to the valuation methodology that are significant to the measurement of fair value of assets or liabilities.~~PAYABLE

~~All items required to be recorded or measured on a recurring basis are based upon level 3 inputs.~~Yew

ToOn ~~the~~May ~~extent~~17, ~~that~~2013, ~~valuation~~the isCompany ~~based~~issued ona ~~models~~$130,928 orunsecured ~~inputs~~convertible ~~that~~promissory ~~are~~note ~~less~~that ~~observable~~matured orAugust ~~unobservable~~31, in2013. ~~the~~The ~~market,~~note ~~the determination~~bears ofinterest ~~fair~~at ~~value~~a ~~requires~~rate ~~more~~of ~~judgment~~4.9% Inand ~~certain~~was ~~cases~~convertible into 130,928 shares of the ~~inputs~~Company’s ~~used~~common tostock, ~~measure~~at ~~fair~~a ~~value~~conversion ~~may~~rate ~~fall~~of $1.00 per share. Interest was also convertible into ~~different~~common ~~levels~~stock of at the ~~fair~~conversion ~~value~~rate ~~hierarchy~~of $1.00 per share. In ~~such~~October ~~cases~~2013, ~~for~~the note ~~disclosure~~was ~~purposes,~~transferred ~~the~~to ~~level~~IBC inFunds however the ~~fair~~original ~~value~~note ~~hierarchy~~holder ~~within~~was ~~which~~not paid, the ~~fair value~~conversion ~~measurement~~price iswas ~~disclosed~~modified ~~and~~to is55% ~~determined~~of ~~based~~the lowest onclosing price during the ~~lowest~~20 ~~level~~days ~~input~~preceding ~~that~~conversion, isand ~~significant~~the note reverted to the ~~fair~~original ~~value~~holder. ~~measurement~~As of November 30, 2015, the outstanding balance was $130,928.

~~Upon~~Dutchess ~~adoption~~Opportunity ~~of ASC 825-10, there was no cumulative effect adjustment to beginning retained earnings and no impact on the financial statements.~~Fund

~~The~~On ~~carrying~~October ~~value~~17, of2013, the Company’s ~~cash~~issued ~~and~~an ~~cash~~unsecured ~~equivalents~~convertible note in the principal amount of $300,000 ~~accounts~~to ~~receivable~~Dutchess Opportunity Fund, ~~accounts~~II, ~~payable~~LP (“Dutchess”). The Company received proceeds from the Note in the amount of $235,000. ~~short-term~~The ~~borrowings~~Note does not ~~(including~~bear ~~convertible~~an ~~notes~~interest ~~payable)~~rate; however, ~~and~~the ~~other~~Company ~~current~~was ~~assets~~obligated ~~and~~to ~~liabilities~~repay ~~approximate~~Dutchess ~~fair~~$300,000 ~~value~~on ~~because~~or ofbefore ~~their~~October ~~short-term~~17, 2015. The Company ~~maturity~~is obligated to pay Dutchess monthly amortization payments of $20,000 beginning on December 1, 2013.

AsThe note was immediately convertible into shares of ~~May~~the ~~31,~~Company’s ~~2015~~common orstock, ~~August~~par 31value $.001, ~~2014~~(the “Common Stock”) at the sole option of Dutchess. At inception date, the ~~Company~~conversion ~~did~~price ~~not~~was ~~have~~90% ~~any~~of ~~items~~the ~~that~~lowest ~~would~~volume beweighted ~~classified~~average asprice ~~level~~of the 1Common orStock 2during ~~disclosures~~the 20 trading days immediately prior to a conversion notice from Dutchess to the Company.

~~The~~On ~~Company~~March ~~recognizes~~16, ~~its~~2016, ~~derivative~~the ~~liabilities~~Company asentered ~~level~~into 3a ~~and~~settlement ~~values~~agreement ~~its~~with ~~derivatives using~~ the ~~methods~~Dutchess ~~discussed~~Opportunity inII ~~notes~~Fund, 4LLC ~~and 5.~~whereby ~~While~~ the ~~Company~~fund ~~believes~~received a ~~that~~warrant ~~its~~to ~~valuation~~purchase ~~methods are appropriate and consistent with other market participants~~150,000,000 itshares ~~recognizes that~~to ~~the~~common ~~use~~stock ofat ~~different~~$0.0001 ~~methodologies~~per orshare ~~assumptions~~in toexchange ~~determine~~for ~~the~~forgiving ~~fair~~all ~~value~~principal, ~~of certain financial instruments could result~~interest inand afess ~~different estimate~~ of ~~fair value at~~ the ~~reporting~~$300,000 ~~date~~note. The ~~primary~~Company ~~assumptions~~valued ~~that would significantly affect~~ the ~~fair values~~settlement ~~using the methods discussed in Notes 4~~ and 6accrued ~~are~~$255,000 ~~that~~as of ~~volatility~~August ~~and~~31, ~~market~~2015 ~~price~~against of the ~~underlying~~note ~~common~~payable for ~~stock~~a total liability of ~~the~~ ~~Company~~$616,385.

AsRadican ~~of May 31, 2015 and August 31, 2014, the Company did not have any derivative instruments that were designated as hedges.~~Notes

~~The~~On ~~derivative~~September ~~liability~~16, as2013, ofthe ~~May~~Company ~~31,~~issued ~~2015~~two unsecured notes payable, in the aggregate amount of $~~448~~150,~~215~~000, ~~has~~bearing interest at 12% per annum with both principal and interest due at March 31, 2014. The holders have a ~~level~~right, 3at ~~classification~~maturity or in an event of default (as defined), to convert any outstanding and unpaid principal portion of the notes and accrued interest at a conversion price of 50% of the average of five lowest bid prices of the Company’s common stock during the previous fifteen trading days from the conversion date.

~~The~~At ~~following~~inception, ~~table~~the ~~provides~~Company ahas ~~summary~~identified ofthe ~~changes~~embedded inderivatives ~~fair~~related ~~value~~to of the ~~Company’s~~above ~~Level~~described 3notes. ~~financial~~These ~~liabilities~~embedded asderivatives included ofcertain ~~May~~conversion ~~31, 2015:~~features and reset provisions.

	Derivative Liability
Balance, August 31, 2014	$	476,429
Loss on change in fair value of derivatives		(28,214	)
Balance, May 31, 2015	$	448,215

The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of notes and to fair value as of each subsequent reporting date which at November 30, 2015, was $239,985. As of November 30, 2015 the balances of the notes were $150,000.

~~NOTE~~LG 9Capital –Funding, ~~SUBSEQUENT~~LLC ~~EVENTS~~

On ~~July~~August 147, ~~2015~~2014, the Company asissued aan ~~respondent~~unsecured in8% ~~binding~~convertible ~~arbitration~~redeemable ~~case~~note ~~number~~in ~~01-14-0002-0297~~the ~~was~~amount ~~ordered~~of to$40,000, ~~pay~~bearing ainterest ~~creditor~~at ~~$78,000~~8% ~~plus~~per ~~interest~~annum ~~calculated~~with both principal and ~~accrued~~interest atdue ~~the~~on ~~Florida~~August ~~statutory~~7, ~~rate~~2015.

OnThe ~~August~~note 7,is ~~2015~~convertible into the Company’s ~~signed~~common astock, ~~letter~~after of180 ~~Intent~~days, ~~subject~~at to a ~~definitive~~conversion ~~agreement,~~price toat ~~acquire~~43% andiscount ~~operating~~to ~~telecommunications~~the lowest ~~company~~average of the bid ten trading days preceding the delivery of any conversion notice.

During the period from May 31, 2015 through June 30, 2015 the Company issued 383,804,880 shares of common stock at $0.00006 with a value of 18,228 for convertible debt.

The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.

The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at November 30, 2015 was $115,191. As of November 30, 2015 the balance of the note was $28,680.

On May 20, 2015, the Company issued an unsecured 8% convertible redeemable note in the amount of $23,650, bearing interest at 8% per annum with both principal and interest due on May 22, 2016.

The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest bid twenty trading days preceding the delivery of any conversion notice.

The Company has identified the embedded derivatives related to the above described note. These embedded derivatives included certain conversion features and reset provisions.

The accounting treatment of derivative financial instruments requires that the Company record fair value of the derivatives as of the inception date of note and to fair value as of each subsequent reporting date which at November 30, 2015 was $120,024. As of November 30, 2015, the balance of the note was $23,650.

NOTE 6 – DERIVATIVE INSTRUMENTS

The Company issued debt instruments that were convertible into common stock of the Company’s common stock. The conversion options embedded in these instruments contain no explicit limit to the number of shares to be issued upon settlement and as a result are classified as liabilities under ASC 815.

The following table summarizes the changes in the derivative liabilities as of November 30, 2015:

Balance as of August 31, 2015	$	424,592

Change in fair value of derivative liability		(50,608	)

Balance as of November 30, 2015	$	475,200

NOTE 7 - COMMITMENTS AND CONTINGENCIES

On November 21, 2014, on the 17^th Judicial Circuit Court in and Broward County, Florida (the “Court”), a Contract and Indebtedness lawsuit was filed by TCA Global Credit Master Fund, L.P. against the company. It commenced an action against the company to recover an aggregate dollar amount of $395,623.04.

On April 5, 2016, an agreement was reached whereby a third party purchased the note for $400,000 and is to pay the original note holder over a 10 month period. The Company will issue shares to the third party at market price on date of issuance of which 65% will be paid to the original note holder. Upon satisfaction of the $400,000 note the original note holder will vacate the lawsuit. The Company has accrued an additional $219,762 for a total of $615,386 for the liability.

On March 16, 2016, the Company entered into a settlement agreement with the Dutchess Opportunity II Fund, LLC whereby the fund received a warrant to purchase 150,000,000 shares to common stock at $0.0001 per share in exchange for forgiving all principal, interest and fees of the $300,000 note. The Company valued the settlement and accrued $255,000 as of August 31, 2015 against the note payable for a total liability of $615,385.

NOTE 8 – MAJOR VENDORS

The Company has vendors that supply transmission systems for their customers’ calls. Three vendors provided 87.52% and 95.81% of their product delivery in the three month period ended November 30, 2015 and 2014, respectively.

The following table sets forth the percentage below:

	Percent of total purchases
	Three Months Ended November 30,						Accounts payable as of
	2015			2014			November 30, 2015
Percent of total purchases
Vendor A		46.64	%		46.67	%	$	5,464
Vendor B		25.84	%		30.02	%	$	3,050
Vendor C		15.04	%		19.12	%	$	1,750
TOTAL		87.52	%		95.81	%	$	10,264

NOTE 9- SUBSEQUENT EVENTS

The Company entered into a Purchase and Sale Agreement (the “Purchase Agreement”) on September 24, 2015 with Kil W. Lee (“Mr. Lee”) and United Mobile Solutions Corp., a Delaware corporation (formerly known as United Mobile Solutions, LLC) (“UMS”). Pursuant to the terms of the Purchase Agreement, the Company agreed to acquire from Mr. Lee all of the issued and outstanding capital stock of UMS in exchange for shares of the Company’s preferred stock, par value $0.001 per share, (“Preferred Stock”), convertible into 85% of the Company’s fully diluted common stock, par value $0.001 per share (“Common Stock”), as of the date of closing (the “Exchange”), prior to giving effect to dilution of the issued and outstanding shares of Common Stock by (i) shares of Common Stock underlying options to be issued to David Levy under a management option plan, which will represent 5.0% of the fully diluted shares of Common Stock of the Company at the date of exercise of the options (“Prospective Levy Options”), (ii) shares of Common Stock underlying a warrant to be issued to Mesa Partner, which will represent 4.9% of the fully diluted shares of Common Stock of the Company at the date of exercise of the warrant (“Prospective Mesa Partner Warrant”), and (iii) shares of Common Stock underlying a warrant to be issued to Andora Holdings, LLC, which will represent 4.9% of the fully diluted shares of Common Stock of the Company at the date of exercise of the warrant (“Prospective Andora Holdings Warrant”).

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.

On April 5, 2016, an agreement was reached whereby a third party purchased the note for $400,000 and is to pay the original note holder over a 10 month period. The Company will issue shares to the third party at market price on date of issuance of which 65% will be paid to the original note holder. Upon satisfaction of the $400,000 note the original note holder will vacate the law suit. The Company has accrued an additional $219,762 for a total of $615,386 for the liability.

ITEM 2: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD LOOKING STATEMENTS

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this quarterly report.

In this quarterly report, unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to to “US$” refer to United States dollars and all references to “common stock” refer to the common ~~shares~~ ~~in our capital stock.~~shares

in our capital stock.

As used in this quarterly report, the terms “we”, “us”, “our” and “our company” mean iTalk Inc., unless otherwise indicated.

CORPORATE OVERVIEW

Our company was incorporated on July 10, 2006 in the State of Nevada under the name Sopac Cellular Solutions Inc., and was formed to sell wireless technology and cell phone service to medium and large corporations, involving a large array of cellular service plans, cell phones, software and accessories.

On December 18, 2012, wethe Company filed Articles of Merger with the Nevada Secretary of State to change ~~our~~the name from “Sopac ~~Cellular~~ Cellular Solutions Inc.” to “iTalk Inc.”, to be effected by way of a merger with ~~our~~the wholly-owned subsidiary iTalk Inc., which was created solely for the name change.

Also on December 18, 2012, wethe Company filed a Certificate of Change with the Nevada Secretary of State to give effect to a forward split of our authorized, issued and outstanding shares of common stock on a 25 new for 1 old basis and, consequently, ~~our~~ ~~authorized~~the authorized capital increased from 75,000,000 to 1,875,000,000 shares of common stock and our issued and outstanding shares of common stock increased from 1,700,000 to 42,500,000, all with a par value of $0.001. These amendments became effective on December 21, 2012 upon approval from the Financial Industry Regulatory Authority and ~~our~~the ticker symbol changed to our new symbol “TALK” to better reflect our company’s new name. Our CUSIP number is 465353 100.

On July 10, 2013, the Company’s majority stockholders approved to amend the Articles of Incorporation reduce number of authorized shares of common stock from 1,875,000,000 to 500,000,000 shares and to authorize 50,000,000 shares of preferred stock.

On January 14, 2015, the Company filed an amendment to their Articles increasing the authorized shares to 1,875,000,000 shares.

PLAN OF OPERATIONS

In December 2012, with the appointment of David F. Levy as president, chief executive officer, secretary and director, and under his leadership, our company changed its business focus and will now move forward with marketing and distributing its iTalk products.

MOBILE BROADBAND

We plan to launch secure nationwide mobile broadband wireless data transmission services primarily under the iData brand. We will offer low cost, no contract, mobile broadband with data plans. Customers will be able to choose the data plan that best meets their particular needs starting at $9.99 monthly. Our low cost broadband plans will give more people the opportunity to experience the benefits of broadband on the go. Our iData service is will be offered primarily through the use of a personal mobile hotspot - the iData MiFi Mobile Hotspot that can connect up to 5 Wi-Fi enabled devices.

COMMUNICATIONS

Our communications products included a domestic & international mobile App and calling service delivered under the brand iTalk and iTalkGlobal. iTalkGlobal Intends to focus on delivering communications services through the combination of our iTalk hardware Sleeve and our mobile App coupled with convenient features and the delivery of low cost calls for consumers and businesses. iTalk intends to offers customers secure, instant activation and immediate access to the service while eliminating the need to use a PIN or switch long distance carriers. Other features include 24 hour online and over the phone recharge, speed dial, PIN-less dialing and online access to account balance, call history and purchase history.

WIRELESS NETWORK TECHNOLOGIES

We deliver mobile broadband wireless data transmission services primarily under the iData brand to subscribers through our mobile virtual network operator (MVNO) agreement with a sub provider on Sprint’s nationwide network that utilizes third generation (3G) & (4G) code division multiple access (CDMA) technologies.

SALES, MARKETING AND CUSTOMER CARE

We intend to focus on the marketing and sales of prepaid and postpaid enhanced mobile broadband and telecommunications services to targeted groups of retail subscribers: individual consumers, businesses, and government.

We intend to use a variety of sales channels to attract new subscribers of enhanced mobile broadband services and telecommunications, including:

* direct telesales through representatives whose efforts focus on marketing and selling to consumers, businesses, and government;

* major distribution network partners, brick and mortar retail stores, local and national non-affiliated dealers, independent contractors, focusing on sales to the consumer market and businesses; and

* subscriber convenient channels, such as web sales, with a focus on commission based programs through affiliate marketing, email marketing, and strategic partnerships.

We intend to be able to provide value driven mobile broadband and telecommunications services via our Mobile Virtual Network Operators agreement and other connections. We will market our mobile broadband prepaid services under the iData(TM) brand. We offer these prepaid mobile broadband services without a contract or credit check.

Our Marketing efforts will also involve traditional print and television advertising, as well as web-based strategies such as Search Engine Optimization (SEO), Search Engine Marketing (SEM), Cost Per Mile (CPM) advertising, Pay Per Click (PPC) advertising, paid placements, email marketing, and social media advertising. We will expand and maintain top tier strategic partnerships, reseller and affiliate relationships, public relations, and online marketing efforts to promote our lines of business.

Our customer care professionals intend to provide improved customer experiences, providing quality service with the goal of resolving customer issues and retaining a loyal customer base. We intend to proactively address customers’ needs, and we offer live, in-house call center phone support, online chat support, and email support.

Historically, we have been able to raise a limited amount of capital through private placements of our equity stock, but we are uncertain about our continued ability to raise funds privately. Further, we believe that our company may have more difficulties raising capital for our existing operations than for a new business opportunity. We have not entered into any formal written agreements for a business combination or opportunity. If any such agreement is reached, we intend to disclose such an agreement by filing a current report on Form 8-K with the Securities and Exchange Commission. If we are unable to secure adequate capital to continue our business or alternatively, complete a combination or acquisition, our shareholders will lose some or all of their investment and our business will likely fail.

RESULTS OF OPERATIONS

Revenues

Total ~~revenue~~ revenue during the three ~~and nine~~ months ended ~~May~~November 3130, 2015 was $~~181~~100,~~475~~404 ~~and $521,313~~ as compared to $~~$218~~180,~~146~~537 ~~and $564,098~~ for the ~~same periods~~three ~~ended~~month ~~May~~period 31ended November 30, 2014. Lower sales resulted in lower revenue in 2015 over the same periods in 2014.

We do anticipate that both new acquisitions and organic growth of existing acquisitions will be a continuing source of revenue in the future.

Deferred Revenue Backlog

At May 31, 2015, we have recorded deferred revenue of $ 104,565 that we expect to recognize throughout the next fiscal year. The majority of the deferred revenues recorded are being carried forward from fiscal 2013, which is a direct result of unused prepaid services purchased by our customers.

Cost of Services

Cost of services consists primarily of direct network services purchased from carriers under preferred bulk purchase agreements. ~~Cost~~ Cost of ~~service~~services decreased to $~~155~~99,~~382~~971 during the three months ended ~~May~~November 3130, 2015 as compared to $~~168~~158,~~822~~306 ~~the three months ended May 31, 2014. Cost of service was $394,143~~ for the ~~nine~~three months ~~periods ended May 31, 2015 compared to $501,673 for the~~ ~~nine months periods~~ ended ~~May~~November 3130, 2014. Lower sales in 2015 ~~verses~~versus 2014 resulted in lower cost of services in the respective years and periods.

Operating expenses

Selling, General and Administrative

Selling, general and administrative expenses consist primarily of consulting services, stock based compensation, insurance, fees for professional services, general corporate expenses and facility and equipment expenses. Selling general and administrative expenses were $~~107~~12,~~632~~808 ~~and $408,950~~ during the three ~~and nine~~ months ended ~~May~~November 3130, 2015 as compared to $~~293~~114,~~645~~368 ~~and $1,091,407~~ for the three ~~and~~ended ~~nine~~November 30, 2014. Lower Costs in ~~months~~2015 ~~ended~~over ~~May~~2014 ~~31,~~were attributed to no salaries or compensation accrued in 2015 verses 2014, ~~respectively~~plus lower volume of sales in 2015.

Depreciation and amortization

Depreciation and amortization expenses during the three ~~and nine~~ months ended ~~May~~November 3130, 2015 was $6710,~~718~~800 ~~and $92,072 as~~ compared to $~~$35~~10,~~068 and~~109 ~~$98,065~~ for the same ~~periods~~ period in 2014. The change from year to year was not significant.

Other income (expense)

~~Change~~During the three month period ended November 30, 2015, the Company incurred other expense of $117,961 compared to other expense of $175,238 for the same period in ~~fair~~2014. ~~value~~The other expense for the period ended November 30, 2015 consisted of ~~derivative~~a loss of $50,608 of the derivative liabilities compared to a loss of $171,364, for the same period in 2014, offset by interest expense of $67,353 during the three month period ended November 30, 2015 and $3,874 for the same period in 2014.

For the three and nine months ended May 31, 2015, we incurred income of $335,183 and a $81,017 loss on change in fair value of our derivative liabilities compared to a loss of $577,049 and $1,396,128 for the same periods in 2014, respectively.15

Interest expense

Interest expense was $23,917 and $76,111 for the three and nine month periods ended May 31, 2015 compared to interest expense of $284,249 and $1,541,624 in the three and nine month periods ended in May 31, 2014,respectively. The Company incurred an impairment expense on fixed assets of $32,120 for the three and nine months period ended in May 31, 2015.

Net Income (Loss)

Net ~~income~~ loss for the three months ended ~~May~~November 3130, 2015 was $~~185~~141,~~926~~136 ~~and a net loss of $454,870 for the nine months ended May 31, 2015 as~~ compared to net loss of $~~863~~277,~~438~~484 ~~and $2,841,955~~ for the same ~~periods~~period in 2014~~, respectively~~.

Liquidity and Capital Resources

We have financed our operations since inception primarily through private offerings of our equity securities and issuance of convertible notes.

Working Capital

Our ~~working~~ working capital deficit was $12,~~995~~662,~~351~~608 as of ~~May~~November 3130, 2015 (current liabilities in excess of current assets) and $2,~~246~~532,~~028~~ 271 at August 31, ~~2014~~ 2015.

Total ~~current~~ ~~assets~~current ~~were $39~~assets,~~794~~ ~~and~~which ~~$114,188~~consisted as of ~~May 31~~cash, ~~2015~~were ~~and August 31, 2014, respectively. Cash represented approximately~~ $344,~~300~~ 626 and $4214,~~870~~601 ~~of the total assets~~ as of ~~May~~November 3130, 2015 and August 31, ~~2014~~2015, respectively.

Cash flow ~~analysis~~

Cash ~~used~~ used in operations was $6812,~~705~~375 during the ~~nine~~three month period ended ~~May~~November 3130, 2015. ~~During~~This ~~the~~compared ~~nine~~to ~~month~~cash ~~period~~used ~~ended~~in ~~May 31, 2015, our~~operations ~~primary~~of ~~capital needs were for operating expenses~~$95,777 ~~including~~during ~~funds~~the tosame ~~support~~period ~~our~~in ~~business strategy, which primarily includes working capital necessary to fund operations and reducing our account payables~~2014.

Cash ~~provided~~ provided from financing activities were proceeds of $602,~~000~~400 from ~~issuance~~advances offrom ~~convertible~~related ~~notes~~party ~~payable~~while ~~plus~~during ~~advance~~the ~~related~~same ~~party~~period ofin 2014; cash provided was $~~135~~65,500 from the issuance of convertible debt.

~~The Company~~Financing ~~does~~transactions ~~not~~may ~~have~~include ~~significant~~the ~~revenues~~issuance ~~from~~of ~~operations~~equity ~~and~~or ~~will~~debt besecurities, ~~dependent~~obtaining oncredit ~~funds~~facilities, ~~raise~~or toother ~~satisfy~~financing ~~its~~mechanisms. However, ~~ongoing~~the ~~capital~~trading ~~requirements for~~price atof ~~least~~our ~~the~~common ~~next~~stock 12could ~~months.~~make ~~The~~it ~~Company~~more ~~will~~difficult ~~require~~to ~~additional~~obtain financing inthrough ~~order~~the toissuance ~~execute~~of ~~its~~equity or ~~operating~~debt ~~plan~~securities. ~~and~~Even ~~continue as~~if awe ~~going~~are ~~concern.~~able ~~The~~to ~~Company~~raise ~~cannot~~the ~~predict~~funds ~~whether~~required, ~~this~~it ~~additional~~is ~~financing~~possible ~~will~~that bewe incould ~~the~~incur ~~form~~unexpected ofcosts ~~equity~~and ~~or debt~~expenses, fail orto ~~be in~~collect ~~another~~significant ~~form.~~amounts ~~The~~owed ~~Company~~to ~~may~~us, ~~not~~or beexperience ~~able~~unexpected tocash ~~obtain~~requirements ~~the~~that ~~necessary~~would ~~additional~~force ~~capital~~us onto aseek ~~timely~~alternative financing. ~~basis~~Further, onif ~~acceptable~~we ~~terms,~~ issue additional equity or atdebt ~~all.~~securities, Instockholders ~~any~~may ofexperience ~~these~~additional ~~events,~~dilution or the ~~Company~~new equity securities may behave ~~unable~~rights, topreferences ~~implement~~or ~~its~~privileges ~~current~~senior ~~plans~~to ~~for~~those ~~expansion~~of orexisting ~~respond~~holders toof ~~competitive pressures,~~our ~~any~~common ofstock. ~~these~~If ~~circumstances~~additional financing ~~would~~is ~~have~~not aavailable ~~material~~or ~~adverse~~is ~~effect~~not available on ~~its~~acceptable ~~business~~terms, ~~prospects,~~we ~~financial~~will ~~condition~~have ~~and results~~to ofcurtail our operations.

Management expects that global economic conditions will continue to present a challenging operating environment through 2015. To the extent permitted by working capital resources, management intends to continue making targeted investments in strategic operating and growth initiatives. Working capital management will continue to be a high priority for 2015.

While we have been able to manage our working capital needs with the current credit facilities, additional financing is required in order to meet our current and projected cash flow requirements from operations. We cannot predict whether this new financing will be in the form of equity or debt. We may not be able to obtain the necessary additional capital on a timely basis, on acceptable terms, or at all. Additional investments are being sought, but we cannot guarantee that we will be able to obtain such investments.

Financing transactions may include the issuance of equity or debt securities, obtaining credit facilities, or other financing mechanisms. However, the trading price of our common stock and the downturn in the U.S. stock and debt markets could make it more difficult to obtain financing through the issuance of equity or debt securities. Even if we are able to raise the funds required, it is possible that we could incur unexpected costs and expenses, fail to collect significant amounts owed to us, or experience unexpected cash requirements that would force us to seek alternative financing. Further, if we issue additional equity or debt securities, stockholders may experience additional dilution or the new equity securities may have rights, preferences or privileges senior to those of existing holders of our common stock. If additional financing is not available or is not available on acceptable terms, we will have to curtail our operations.

Inflation

We do not believe that inflation has had a material effect on our business, financial condition or results of operations. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases. Our inability or failure to do so could adversely affect our business, financial condition and results of operations.

Off-Balance Sheet Arrangements

We do not maintain off-balance sheet arrangements nor do we participate in any non-exchange traded contracts requiring fair value accounting treatment.

~~Going~~ITEM ~~Concern~~3 - QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~The~~Not ~~accompanying~~required ~~unaudited~~for ~~condensed~~smaller ~~consolidated~~reporting ~~financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate continuation of the Company as a going concern~~companies. The Company has reported net income of $185,926 and net loss of $454,870 the nine month periods ended May 31, 2015 and 2014, respectively, accumulated deficit of $3,682,030 and total current liabilities in excess of current assets of $1,995,351 as of May 31, 2015.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required under Regulation S-K for “smaller reporting companies.”

ITEM 4. - CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures.

Our management, under the supervision and with the participation of our ~~Chief~~principal ~~Executive~~executive ~~Officer~~officer and ~~Chief~~principal ~~Financial~~financial ~~Officer~~officer, ~~evaluated~~we conducted an evaluation as of November 30, 2015 of the effectiveness of the design and operation of our disclosure controls and procedures, ~~pursuant~~as tosuch term is defined under Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as ofamended. ~~the~~Based ~~end~~on ofthis ~~the~~evaluation, ~~period~~our ~~covered~~principal executive byofficer ~~this~~and ~~Quarterly~~our ~~Report~~principal onfinancial ~~Form~~officer ~~10-Q.~~concluded Inthat ~~designing~~our ~~and evaluating the~~ disclosure controls and procedures, ~~management~~were ~~recognizes that~~not ~~any~~effective ~~controls~~as ~~and~~of ~~procedures~~November 30, no2015. ~~matter~~Such ~~how~~conclusion ~~well~~reflects ~~designed~~the ~~and~~identification ~~operated,~~of ~~can~~material ~~provide~~weaknesses ~~only~~as ~~reasonable~~follows: ~~assurance~~(1) lack of ~~achieving~~accounting proficiency of ~~the~~our ~~desired~~chief ~~control~~executive ~~objectives.~~officer Inwho ~~addition~~is our sole officer and our principal accounting officer which has resulted in a reliance on part-time outside consultants to perform substantially all of our accounting functions, ~~the~~(2) ~~design~~a lack of ~~disclosure~~adequate ~~controls~~segregation of duties and necessary ~~procedures~~corporate ~~must~~accounting ~~reflect~~resources ~~the~~in ~~fact~~our ~~that~~financial ~~there are~~reporting ~~resource~~process ~~constraints~~and accounting function, and (3) lack of control procedures that ~~management~~include ismultiple ~~required~~levels of review. Until we are able to ~~apply~~remedy ~~its~~these ~~judgment~~material inweaknesses, ~~evaluating~~we ~~the~~have ~~benefits~~engaged ofthird ~~possible~~party ~~controls~~consultants and ~~procedures~~accounting ~~relative~~firm to ~~their~~assist ~~costs~~with financial reporting.

~~Based on~~Changes our evaluation, our Chief Executive Officer and Chief Financial Officer concluded that, as of May 31, 2015, our disclosure controls and procedures were not effective to provide reasonable assurance that information we are required to disclose in ~~reports~~internal that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.controls

~~The~~There ~~reason for~~were ~~the~~no ~~ineffectiveness~~changes ofoccurred ~~our~~in ~~disclosure~~the Company’s internal controls ~~and~~over ~~procedures~~financial ~~was~~reporting in the ~~result~~Company’s ofinternal ~~having~~control aover ~~limited~~financial ~~number~~reporting ofidentified ~~employees~~in ~~and not~~connection ~~having~~with ~~proper~~the ~~segregation~~evaluation ofrequired ~~duties~~by ~~based~~paragraph on(d) ~~the~~of ~~cost~~rule ~~benefit~~13a-15 on 15d-15 of ~~hiring~~the ~~additional~~Exchange ~~employees~~Act ~~solely~~that tooccurred ~~address~~during the ~~segregation~~fiscal quarter ofended ~~duties~~November ~~issue.~~30, We2015 ~~compensate~~that ~~for~~have ~~the~~materially ~~lack~~affected, ofor ~~segregation~~are ofreasonably ~~duties~~likely byto ~~employing~~materially ~~close~~affect, ~~involvement~~the ofCompany’s ~~management~~internal control inover ~~day-to-day operations~~financial reporting.

Limitations on Effectiveness of Controls and Procedures

Our management, including our Chief Executive Officer (Principal Executive Officer) and Chief Financial Officer (Principal Financial Officer), does not expect that our disclosure controls and procedures will prevent all errors and all fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include, but are not limited to, the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people, or by management override of the control.

The design of any system of controls also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

Remediation of Material Weaknesses in Internal Control over Financial Reporting

As a small business, without a viable business and revenues, the Company does not have the resources to install a dedicated staff with deep expertise in all facets of SEC disclosure and GAAP compliance. As is the case with many small businesses, the Company will continue to work with its external consultants and attorneys as it relates to new accounting principles and changes to SEC disclosure requirements. The Company has found that this approach worked well in the past and believes it to be the most cost effective solution available for the foreseeable future.

The Company will conduct a review of existing sign-off and review procedures as well as document control protocols for critical accounting spreadsheets. The Company will also increase management’s review of key financial internal control over financial reporting.

Change in Internal Controls over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during the quarter ended May 31, 2015 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On ~~July~~November 1421, ~~2015~~2014, on the ~~Company~~17th asJudicial aCircuit ~~respondent~~Court in ~~binding~~and ~~arbitration~~Broward ~~case~~County, ~~number~~Florida, ~~01-14-0002-0297~~a Contract and Indebtedness lawsuit was ~~ordered~~filed toby ~~pay~~TCA aGlobal ~~creditor~~Credit ~~$78~~Master Fund,~~000 plus~~ ~~interest~~L.P. ~~calculated~~against ~~and~~the ~~accrued~~Company. atIt commenced an action against the ~~Florida~~Company ~~statutory~~to ~~rate~~recover an aggregate dollar amount of $395,623.04.

On ~~November~~April 215, ~~2014~~2016, onan ~~the~~agreement ~~17th~~was ~~Judicial~~reached ~~Circuit~~whereby ~~Court~~a inthird ~~and~~party ~~Broward~~purchased ~~County~~the note for $400,000 ~~Florida~~and (is to pay the ~~“Court~~original ~~1”),~~note holder over a ~~Contract~~10 ~~and~~month ~~Indebtedness lawsuit~~period. ~~was~~The ~~filed~~Company bywill ~~TCA~~issue ~~Global~~shares ~~Credit~~to ~~Master~~the ~~Fund,~~third ~~L.P.~~party ~~against~~at market price on date of issuance of which 65% will be paid to the ~~company~~original note holder. ItUpon ~~commenced~~satisfaction anof ~~action~~the ~~against~~$400,000 note, the ~~company~~original tonote ~~recover~~holder will vacate the lawsuit. The Company has accrued an ~~aggregate~~additional ~~dollar~~$219,762 ~~amount~~for a total of $~~395~~615,~~623~~385 for the liability.~~04.~~

ITEM 1A. RISK FACTORS

Not required ~~under Regulation S-K~~ for “smaller reporting companies.”

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~During~~On ~~the~~February ~~nine~~11, ~~months~~2015 ~~period~~the ~~ended~~Company ~~May~~received ~~31,~~a ~~2015~~stock ~~the~~subscription ~~Company~~agreement ~~issued~~to 1purchase 120,~~312~~000,~~946,354~~000 shares of common stock ~~for~~at ~~convertible debt with a~~$0.00025 ~~value~~per ~~of $306,240~~share. ~~The~~On ~~foregoing~~March ~~securities~~11, ~~issued~~2015 ~~upon~~the ~~conversion~~subscriber ofpaid the ~~convertible~~Company ~~debt~~$30,000 ~~were~~as ~~exempt~~a ~~from~~cash ~~registration~~payment ~~pursuant to~~for ~~Section~~the ~~4(a)(2)~~shares. ~~and~~On ~~Regulation~~October D29, of2015 the Company ~~Securities~~issued ~~Act~~69,998,713 of ~~1933~~the 120,000,000 as ~~amended~~the Company did not have adequate authorized shares to issue the total number subscribed.

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES~~17

ITEM 3 - DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibit No.		Description
31.1*		Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
31.2*		Certification filed pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer ~~and Principal Accounting Officer~~
32.1*		Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Executive Officer
32.2*		Certification filed pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of the Principal Financial Officer ~~and Principal Accounting Officer~~
101.INS		XBRL Instance Document
101.INS*		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.SCH*		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.DEF*		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.LAB*		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase Document

* Filed herewith.

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of any registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, are deemed not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise are not subject to liability under those sections.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	ITALK INC.
Date: August 25, 2015	By:	/s/ David F. Levy
Date: May 16, 2016	By:	/s/ David F. Levy
		David F. Levy
		President, Chief Executive Officer, Secretary and Director
		President, Chief Executive Officer and
		(Principal Executive Officer)
		Secretary (Principal Executive Officer)
Date: May 16, 2016	By:	/s/ Richard Dea
		Richard Dea
		Chief Financial Officer
		(Principal Financial Officer and Principal Accounting Officer)

Date: August 25, 2015	By:	/s/ Richard Dea
		Richard Dea
		Chief Financial Officer and Director
		(Principal Financial Officer and Principal Accounting Officer)

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