22 Dec iTalk Inc (TALK) – throw in a banned attorney, a banned auditor, and a convicted felon and you get iTalk Inc
Sopac Cellular Solutions Inc (SOPC) recently announced a merger with its wholly owned subsidiary, iTalk Inc, and a 25:1 forward split. The name and symbol of the shell will be changed to iTalk Inc (TALK).
A forward split this size while all the shares are insider owned is enough to suspect a possible future paid promotion, but with TALK, we also have a shell that was taken public by a banned attorney, Joseph I Emas, and a banned accountant, Moore & Associates, making things even more interesting.
Brief Early History
Sopac Cellular Solutions Inc was registered as a Nevada business entity way back on July 10, 2006. An SB-2 was filed to take the shell public on October 26, 2006.
Joseph I Emas filed the attorney opinion letter to help get the SB-2 approved. Emas was banned by the SEC on December 29, 2009 because of his involvement in a securities fraud helping to draft fraudulent SEC filings.
The accountant filing the consent letter for the financials was Moore & Associates. Moore & Associates who conducted audits for more than 300 clients consisting mostly of shell and developmental companies was banned by the SEC on August 27, 2009 for violating numerous auditing standards, including a failure to hire employees with adequate technical training and proficiency. The SEC further alleges that Moore and M&A did not adequately plan and supervise the audits, failed to exercise due professional care, and did not obtain sufficient competent evidence. Despite the audit failures, M&A issued and Moore signed audit reports falsely stating that the audits were conducted in accordance with PCAOB Standards.
Sopac Cellular Solutions Inc was just a developmental company with no current business operations. The shell's only activity consisted of raising capital which they claimed would be used towards their forward looking business operations. The "plan" told to the SEC was that Sopac Cellular Solutions Inc wanted to develop a business to provide wireless solutions to corporate customers. Basically the plan was to sell cell phones, cell phone service plans, and cell phone accessories.
Ezra Ezekiel Ezra (aka Eric E. Ezra) was the sole officer/director planted to sign the paper work to take the shell public. Eric E. Ezra was a 59 year old Sherman Oaks, California resident with a background in business consulting. Mr. Erza had never been involved in any publicly traded shells in the past and had no background in wireless communications.
Other aliases for Eric Ezra may include Eric Rothman and Ezra Rothman.
Eric Ezra owned all 1,000,000 outstanding shares at the time that the shell went public which he received for $5000 cash ($.005/share).
Long Road to Ready Status
After being granted public trading status in November of 2006, Sopac Cellular Solutions Inc sold 700,000 shares of stock to 26 different unnamed private seed shareholders at $.05/share raising $35,000.
Not surprisingly, Sopac Cellular Solutions Inc made absolutely no progress with their forward looking business operations. Not even a website was made for the shell. It is obvious that the plan was to eventually conduct a change of control then a forward split, but possibly because of the issues that arose with Joseph Emas and Moore & Associates, this next step would not end up happening for several more years.
By 2010, all the cash had run out and the shell had to start borrowing money to keep up with public filings. On November 29, 2012, the date of the last SEC financial report, Sopac Cellular Solutions Inc still showed an outstanding share count of 1,700,000, no business operations, and debts of $46,965 now owed to Mr. Ezra.
The shell finally springs into action
Finally after nearly 6 years of waiting, the Sopac Cellular Solutions Inc shell started moving forward in its plan to possibly become a future paid promotion.
On December 7, 2012, a brand new business entity was created in the state of Nevada called iTalk Inc. The entity was only created to be merged into the Sopac Cellular Solutions Inc shell so that the shell could more easily get FINRA approval for a 25:1 forward split.
The new iTalk Inc entity wasn't around long enough to even require a list of officers to be turned into the Nevada SOS. On December 18, 2012, the entity was merged into the Sopac Cellular Solutions Inc Nevada entity and the name of the Sopac Celluar Solutions Inc entity was changed to iTalk Inc.
The only hint we get about who may have paid to have the new iTalk Inc entity registered with the state of Nevada is the resident agent used, NRA Inc of NV. NRA Inc of NV has only been used as a resident agent 4 other times and only 2 times since 2010. Both entities registered by NRA Inc of NV since 2010 were controlled by RNelle Lahlou and Robert Namer, both from San Diego. Not a whole lot of SEC related stuff comes up under the names R'Nelle Lahlou and Robert Namer so I will declare this a dead end.
It appears that iTalk Inc was probably created by the Sopac Cellular Solutions Inc insiders or David F Levy. As part of the whole new reorganization plan, David F. Levy took over as the CEO, president, director, and secretary of the Sopac Cellular Solutions Inc shell. Mr. Ezra for the time being remains on board as the CFO.
David F. Levy has a long history of being involved in companies (including publicly traded companies) that focus on all sorts of wireless communications.
He was briefly the president of GlobalNet Corp (GLBT) in 2004. After Levy left, GLBT ended up turning into a huge dilution scam involving Corey Ribotsky and eventually the ticker got revoked by the SEC in 2010.
Immediately after leaving the CEO position at GLBT, Levy became the CEO of InZon Corp (IZON). He remained the CEO of IZON until 2007, but has since remained on board as the Chairman of the Board and very large beneficial shareholder of IZON. IZON stopped fulfilling its SEC reporting requirements in 2008 and has basically gone silent over the last several months.
Prior to getting involved in what has now amounted to pink sheet junk, David F. Levy had a stop with a NASDAQ company in the 90s known as SubMicron Systems Corporation. SubMicron Systems Corporations would eventually fall from its NASDAQ tier and end up getting picked apart in Bankruptcy.
I wouldn't call David F. Levy's history with publicly traded shells stellar, but at least he has some background in wireless communications.
Forward Split and new Share Count
Immediately after taking control, David F. Levy filed to raise the authorized share count to 1,875,000,000, to execute a 25:1 forward split on the stock, and to change the name and ticker symbol for the shell to iTalk Inc (TALK).
The forward split puts the new share count as follows:
Authorized - 1,875,000,000 shares
Outstanding - 42,500,000 shares
Eric E. Ezra - 25,000,000 shares purchased at $.0002/share
26 anonymous seed shareholders - 17,500,000 shares (free trading) purchased at $.002/share
Since there would have been enough room under the previous authorized share count of 75,000,000 to handle the forward split, it leads me to believe that there may be plans in the works to issue lots more shares to insiders before a possible paid promotion starts.
More on iTalk Inc
The website remains incomplete with none of the links currently functioning. It is obvious though that the original forward looking business plan that was used to help take Sopac Cellular Solutions Inc public has not changed.
The domain was registered on August 31, 2012 by Steven Ivester of WQN Inc in Texas.
Ivester, Steven [email protected]
149111 quorum dr Suite 140
Dallas, Texas 75254 United States
+1.9723611980 Fax -- +1.9542065414
Steven Ivester is the founder and current CEO of VOIP Inc (VOII). Steven Ivester was involved in VOIP Inc starting right when it changed over from a Tea company (Millennia Tea Masters Inc) to a VOIP company. VOIP Inc became a very prolific scam touting patents that it falsely valued at over a billion dollars. Under Ivester's reign the stock fell from over $8.00/share to under $.01/share. In April of 2009, Steven Ivester and other VOIP Inc officers were brought up on charges of Securities fraud by the SEC. Related article here.
The complaint alleges that between November 2004 and May 2005, Osvaldo Pitters, 50, of Plantation, and Terrell J. Kuykendall, 57, of Tampa, recorded some $1.4 million in fictitious revenue from purported sales of computer hardware and for management services. The inflated revenue raised the company’s overall revenue figures by 43 percent for the year ended Dec. 31, 2004.
The company’s CEO, Steven M. Ivester, 44, of Weston, “knew VoIP was struggling financially and that the company’s actual revenues were substantially less than its projections,” according to the complaint. However, he did not question the company’s financial statements. He resigned in October 2005, but not before selling more than 4 million shares of the company’s stock to realize more than $4.4 million in profit. It is also alleged he did not file the proper paperwork to record the sale.
VOIP Inc was revoked by the SEC in July of 2009. Even prior to getting involved with VOIP Inc, Steven Ivester was a convicted felon. In 1982 and 1983 he served 11 months in prison for felony robbery.
I expect that the domain registration information will probably be changed at some point in the near future to hide Steven Ivester's involvement, but it is too late now.
iTalk Inc (TALK) has turned into quite the interesting shell to research. The Steven Ivester connection is the icing on the cake and the most compelling evidence that TALK is probably going to be used for some kind of pump&dump scheme in the future.
The characters involved and the basic history of the shell all point towards a future paid promotion. Today I am adding iTalk Inc (TALK) to our list of tickers to watch for a future paid promotion.