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iTalk Inc (TALK) – updated research report

26 Apr iTalk Inc (TALK) – updated research report

 

Screen Shot 2013-04-26 at 8.21.02 PM  iTalk Inc (TALK) saw its first every volume yesterday (25,000 shares traded) then all of a sudden today, the stock went crazy trading 7,712,359 shares opening the day at $.70/share and closing at $.88/share for a total of over $6 million in volume.  It is very rare that you ever see an OTC stock trade over $6 million on its first real day of trading without a promotion.

Shortly after the open iTalk Inc (TALK) started drawing rumors of possible next APS play or next Brighton play.  Needless to say that rumors probably contributed to a fair chunk of the volume.  TALK fails to meet too many of the regular APS check list items, but with the way that LAFC and SUNR (market makers) acted throughout the day staying very active in the ticker, I do think that TALK is preparing to be a paid promotion very very soon.  With this much volume today there is a good chance the promo has already started (possibly some kind of email or mobile ads or some kind of early boiler room activity) which definitely suggests a Brighton promotion.

Obviously with this much volume and a jump in price of 25% it is time to take a closer look at iTalk Inc (TALK) to see what more this ticker might have to offer.

We first identified iTalk Inc (TALK) as a future paid promotion ticker way back on December 22, 2012 in our report titled "iTalk Inc (TALK) - throw in a banned attorney, a banned auditor, and a convicted felon and you get iTalk Inc".  Read that report here.

The following is a re-post of our original research followed by some updated information and thoughts of where this one might be headed.

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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.

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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).

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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.

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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.

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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.

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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

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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.

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More on iTalk Inc

According to the only iTalk inc press release put out to date, The iTalk Inc website can be found at the following domain: italkmobility.com

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]
WQN, Inc.
149111 quorum dr Suite 140
Dallas, Texas 75254 United States
+1.9723611980 Fax -- +1.9542065414

Steven Ivester is the founder and long time CEO of VOIP Inc (VOII / VOIC).  Steven Ivester was involved in VOIP Inc starting right when it changed over from a Tea company (Millennia Tea Masters Inc)  to a VOIP companyVOIP 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. The case was settled in 2010:

The Commission also announced that on April 15, 2010, United States Magistrate Judge Edwin Torres entered a Final Judgment of Permanent Injunction and Other Relief by consent against VoIP’s former chief executive officer, Steven M. Ivester, in the same case. Ivester neither admitted nor denied the allegations of the complaint in the consent. The Final Judgment imposed a permanent injunction on Ivester against future violations of Sections 17(a)(2) and (3) of the Securities Act, Section 16(a) and Rules 13a-14 and 16a-3 of the Exchange Act. It also ordered Ivester to pay $122,082, which consists of disgorgement of $55,018, $12,064 in prejudgment interest and a civil money penalty of $55,000.

Even prior to getting involved with VOIP Inc, Steven Ivester was a convicted felon.   In 1982 and 1983 he served 11 months behind bars 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.

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Conclusion

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.

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What has happened since December 22, 2012

 

David Levy brings a familiar face on board

On January 16, 2013, Eric Erza resigned as the CFO, treasurer, and director of TALK.  To replace him, David Levy brought in his CFO while he was running Inzon Corp (IZON), Richard Dea.

Inzon Corp was started as a Delaware business entity on May 14, 2004 with David Levy as the CEO and Richard Dea as the CFO.  On September 24, 2004, Inzon Corp was merged into W-J International Ltd (a publicly traded shell).  After the merger, W-J International Ltd became Inzon Corp (IZON).  David Levy and Richard Dea spent the next 10 years as the CEO and CFO for IZON until they resigned together in May of 2012.  The ticker stopped doing its required SEC filings in 2008 and now remains a huge threat to be revoked by the SEC.  In September of 2012, the ticker did a 1:100 reverse split.

 

Screen Shot 2013-04-26 at 8.55.07 PM  Inzon Corp (IZON) was a Global Media and Communications company dedicated to acquiring and consolidating video, voice and data providers with solid earnings and subscribers base.  IZON had good revenues until 2007 when business suddenly collapsed down to almost nothing.

9 days before his appointment as the new CFO of iTalk Inc, on January 7, 2013, Richard Dea served as the resident agent for iTalk Inc which incorporated in Florida since it does business in that state.

 

Khurram Bukhari added as the Director of Marketing

On April 24, 2013, Khurram Bukhari as the new Director of Marketing.  Khurram Bukhari recently worked in marketing for flexoffers.com and prior to that worked briefly with Friday Media Group.  Both of those companies were focused on network/online marketing.   Mr. Bakhari was from the same area as our anonymous TALK insider, Steven Ivester.

 

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Experience Advertising Inc

This morning on the same day that TALK volume suddenly exploded, the issuer put out a press release announcing that they had hired Experience Advertising Inc to assist TALK with market advertising.  Experience Advertising Inc whose website is found here is run by Evan Weber.

A quick visit to the Experience Advertising Inc blog page immediately identifies Data Jack as another Experience Advertising Inc client.

 

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Data Jack Inc (DJAK) is Steven Ivestor's latest venture.  See the website here.  See their investor relations page here. See the DJAK here.

DJAK offers mobile hot spot devices.  Probably no coincidence that iTALK which had its website set up by Steven Ivester offers the same thing.  Their devices look eerily similar:

 

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TALK offers their device for $69.99 plus $29.99/month for 2GB internet.  DJAK offers their device for $89.99 plus $39.99/month for 2GB internet with the option to go with a faster or slower speed.

Since DJAK offers other companies the opportunity to become dealers obtaining their devices for $59.99 I do have to wonder if DJAK is providing the devices to TALK for resale.

TALK also offers an ipad sleeve for $29.99.

 

Screen Shot 2013-04-26 at 9.48.28 PM

 

Unlike Steven Ivestor's earlier company that landed him with SEC litigation, VOIP Inc (VOII), DJAK didn't really see any major pump&dump action.  The stock price has fallen from $3.00/share in September of 2009 to $.05/share present day.

The IP address for the TALK website (204.209.26.103) and the DJAK website (204.209.26.83) are about as close as you can get.  Another sign the two companies are linked.  The link = Steven Ivester.

 

Screen Shot 2013-04-26 at 10.06.02 PMScreen Shot 2013-04-26 at 10.06.16 PM

 

The TALK website only just very recently began offering products.  As of February 28, 2013, TALK had yet to generate any revenues.  Since our original report, the domain registration information for the TALK website has been changed to a private proxy as I predicted as a way to hide Steven Ivester's involvement in TALK.

 

Conclusion

I think in iTalk Inc (TALK) we have a company that will generate revenues, but I suspect that they are not manufacturing their own devices, but rather they are a reseller of items that somebody else is building for them.  I currently believe that the business isn't set up to succeed so much as the business is set up to help the anonymous insiders with the 17,500,000 free trading shares of stock costing only $.002/share to sell their shares for bigger profits.

Between the players involved in the set-up and the involvement of Steven Ivester of VOII infamy, I still consider TALK to be a ticker to watch for a paid promotion.

17,500,000 free trading shares is not enough for a email spam promoter like APS or VM to get involved.  TALK isn't located in an area that would make it a TBX pick.  It has more of a landing page / hard copy mailer type of feel to it.

At this point I suspect that there is some kind of promotional force already involved here.  Possibly some early boiler room/cold call type of activity which makes Brighton a possibility here.  Hopefully we find out soon what is driving the volume because much of the April 26th volume was speculation volume and if a promo isn't verified fairly quickly impatient speculation buyers might start selling forcing the price back down.

 

 

April 29, 2013 - Update

Today TALK put out a press releasing announcing it has signed a letter of intent to acquire RocketVOIP Inc. 

rocketvoip.com uses a private proxy, but rocketvoip.net and rocketvoip.org were both registered by Steven Ivester

RocketVOIP Inc is a company controlled by Steven Ivester.  Back in 2005, RocketVOIP Inc was created by a another company controlled by Steven Ivester called WQN Inc.  See the 20o5 press release here.

Just two weeks ago the RocketVOIP Inc website stated that it was part of the Quamtel Inc family.  Quamtel Inc = Steve Ivester.  Compare a screen shot of the RocketVOIP Inc website from 2 weeks ago with one from this morning.  The reference to Quamtel Inc has been removed to hide the connection with Steve Ivester.

 

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In 2009 Atomic Guppies Inc acquired Quamtel Inc (a company wholly owned by Steven Ivester).  On January 13, 2009, Atomic Guppies also acquired WGN Inc (another company controlled by Steven Ivester) and with i all of the assets controlled by WGN Inc including RocketVOIP Inc.  Atomic Guppies then changed its name to Quamtel Inc.  In 2012, Quamtel Inc changed its name to DataJack Inc (DJAK).

Prior to being passed on to the DJAK shell, Steve Investor used his RocketVOIP Inc as a way to help promoted VOIP Inc (VOII / VOIC) in 2005.  From an old VOII filing:

On August 3, 2005, the Company and WQN, Inc. (“WQN”) executed an Asset Purchase Agreement, pursuant to which, among other things, VoIP Acquisition Company, a wholly-owned subsidiary of the Company (“Acquisition Subsidiary”), purchased substantially all of the assets of WQN relating to WQN's “voice over internet protocol” business. This transaction closed in October 2005.

The Company purchased WQN, Inc.'s assets pursuant to an asset purchase agreement (the “Asset Purchase Agreement”) for a purchase price consisting of (1) a convertible promissory note in the principal amount of $3,700,000 (the “Note”), (2) 1,250,000 shares of the Company's restricted common stock, and (3) a warrant (the “Warrant”) to purchase 5,000,000 shares of common stock at a price of $.001 per share. In addition, in connection with the closing of the Acquisition, the Company issued WQN, Inc. 500,000 shares of restricted common stock relating to the difference between the amount of accounts receivable transferred in the Acquisition and the accounts payable.

Below are the key products and services acquired by the Company from WQN, Inc.
Products
RocketVoIP
The acquired proprietary next generation VOIP technology service is marketed under the brand name RocketVoIP. With RocketVoIP, subscribers can use their broadband service to make and receive unlimited domestic and international calls using a home phone, mobile phone or personal computer.

 

When the VOII scam got shut down by the SEC, Ivester moved all of his assets into the DJAK shell.  Now Ivester is moving some of his assets into TALK.  TALK is most definitely a shell controlled by Steven Ivester in the background.  The question is will he use it the same way he did VOII as an illegal pump&dump scheme?  Once again here is a link to the SEC litigation against Steven Ivester for his role in the VOII scam.

Steven Ivester is the founder and long time CEO of VOIP Inc (VOII / VOIC).  Steven Ivester was involved in VOIP Inc starting right when it changed over from a Tea company (Millennia Tea Masters Inc)  to a VOIP companyVOIP 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. The case was settled in 2010:

The Commission also announced that on April 15, 2010, United States Magistrate Judge Edwin Torres entered a Final Judgment of Permanent Injunction and Other Relief by consent against VoIP’s former chief executive officer, Steven M. Ivester, in the same case. Ivester neither admitted nor denied the allegations of the complaint in the consent. The Final Judgment imposed a permanent injunction on Ivester against future violations of Sections 17(a)(2) and (3) of the Securities Act, Section 16(a) and Rules 13a-14 and 16a-3 of the Exchange Act. It also ordered Ivester to pay $122,082, which consists of disgorgement of $55,018, $12,064 in prejudgment interest and a civil money penalty of $55,000.

Even prior to getting involved with VOIP Inc, Steven Ivester was a convicted felon.   In 1982 and 1983 he served 11 months behind bars for felony robbery.

 

 

 

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