iTalk 10-Q 16 May 16 2016 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Nov. 30, 2015	May. 13, 2016
Document And Entity Information
Entity Registrant Name	iTalk Inc.
Entity Central Index Key	1,373,444
Document Type	10-Q
Document Period End Date	Nov. 30, 2015
Amendment Flag	false
Current Fiscal Year End Date	--08-31
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		1,875,000,000
Trading Symbol	TALK
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2,016

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Nov. 30, 2015	Aug. 31, 2015
Current assets:
Cash	$ 4,626	$ 14,601
Total current assets	4,626	14,601
Other assets:
Customer lists, net	118,822	129,622
Total assets	123,448	144,223
Current liabilities:
Accounts payable and accrued expenses	282,076	274,807
Accrued salary –related parties	327,500	327,500
Convertible notes payable –net of discounts	878,175	818,080
Note payable	615,385	615,385
Advances payable, related party	5,600	3,300
Loans payable, related party	37,065	36,965
Derivative liability	475,200	424,592
Deferred revenue	46,243	46,243
Total current liabilities	$ 2,667,234	$ 2,546,872
Commitments and contingencies
STOCKHOLDERS’ DEFICIT
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
Common stock subscribed not issued 50,001,287 and 120,000,000 shares, respectively	50,000	120,000
Additional paid in capital	1,300,516	1,367,515
Accumulated deficit	(5,719,302)	(5,578,166)
Total stockholders’ deficit	(2,543,786)	(2,402,649)
Total liabilities and stockholders’ deficit	$ 123,448	$ 144,223
Series A Preferred Stock [Member]
STOCKHOLDERS’ DEFICIT
Preferred Stock Value

Condensed Consolidated Balance3

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Nov. 30, 2015	Aug. 31, 2015
Preferred stock, par value	$ 0.001	$ 0.001
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	1,875,000,000	1,875,000,000
Common stock, shares issued	1,875,000,000	1,808,001,287
Common stock, shares outstanding	1,875,000,000	1,808,001,287
Common stock subscribed shares	50,001,287	120,000,000
Series A Preferred Stock [Member]
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	10	10
Preferred stock, shares issued	10	10
Preferred stock, shares outstanding	10	10

Condensed Consolidated Statemen

Condensed Consolidated Statement of Operations (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 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	$ (0.01)
Weighted average number of common shares outstanding, basic and diluted	1,831,561,274	154,791,354

Condensed Consolidated Stateme5

Condensed Consolidated Statements of Cash Flow (Unaudited) - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (141,136)	$ (277,484)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,800	$ 10,109
Amortization of debt discount	$ 60,070
Bad debt expense		$ (5,500)
Loss on change in derivative liabilities	$ 50,608	171,364
Stock based compensation		5
Changes in operating assets and liabilities:
Accounts payable and accrued expenses	$ 7,283	5,729
Net cash used in operating activities	(12,375)	$ (95,777)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from related parties	$ 2,400
Proceeds from notes payable		$ 65,500
Net cash provided by financing activities	$ 2,400	65,500
Net decrease in cash	(9,975)	(30,277)
Cash, beginning of period	14,601	42,870
Cash, end of period	$ 4,626	$ 12,593
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Interest paid
Income taxes paid
Schedule of Non-Cash Financing Activities:
Common stock issued in connection with issuance of convertible debt		$ 364,860

Summary of Business and Signifi

Summary of Business and Significant Accounting Policies	3 Months Ended
	Nov. 30, 2015
Accounting Policies [Abstract]
Summary of Business and Significant Accounting Policies	NOTE 1 – SUMMARY OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES 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. On September 24, 2015, the Company entered into a Purchase and Sale Agreement with United Mobile Solutions Corp., “UMS” a Delaware corporation. Under 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, convertible into 85% of the Company’s fully diluted common stock, par value $0.001 per share as of the date of closing which occurred on January 29, 2016. UMS was formed in May 2010 and is in the business of providing value added products and services to T-Mobile dealers, mobile virtual network operations dealers, wireless product and service resellers, exclusive 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 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. The 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. Interim Financial Statements The following (a) condensed consolidated balance sheet as of 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 three months ended November 30, 2015 are not necessarily indicative of results that may be expected for the year ended August 31, 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, 2015 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”). 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 $141,136 and $277,484 for the three month periods ended November 30, 2015 and 2014, respectively, accumulated deficit of $5,719,302 and total current liabilities in excess of current assets of $2,662,608 as of November 30, 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 104”), which provides guidance on the recognition, 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 deferred revenue. As of November 30, 2015, the Company recorded deferred revenue of $46,243. 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 impairment of intangible assets 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 November 30, 2015 and August 31, 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. 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. Intangible Assets The Company amortized its identifiable intangible assets using the straight-line method over their estimated period of benefit. The estimated useful life of the customer relationships is 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 November 30, 2015 and 2014 would be fully offset by a valuation allowance, there is no federal or state income tax benefit for the periods ended 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 November 30, 2015 and August 31, 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.

Fair Value Measurement

Fair Value Measurement	3 Months Ended
	Nov. 30, 2015
Fair Value Disclosures [Abstract]
Fair Value Measurement	NOTE 2— FAIR VALUE MEASUREMENT As defined in (Financial Accounting Standards Board ASC 820), 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 the market 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 the 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 balances based on the observability of those inputs. FASB ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement). The three levels of the fair value hierarchy are as follows: Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities. 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. The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of November 30, 2015 and August 31, 2015. 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

Stockholders Equity

Stockholders Equity	3 Months Ended
	Nov. 30, 2015
Equity [Abstract]
Stockholders Equity	NOTE 3 – STOCKHOLDERS EQUITY On January 14, 2015, the Company filed an amendment to their Articles increasing the authorized shares to 1,875,000,000 shares. On February 11, 2015, the Company received a stock subscription agreement to purchase 120,000,000 shares of common stock at $0.00025 per share. On March 11, 2015, the subscriber paid the Company $30,000 as a cash payment for the shares. On October 29, 2015, the Company issued 69,998,713 of the 120,000,000 shares as the Company did not have adequate authorized shares to issue the total number subscribed.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Nov. 30, 2015
Related Party Transactions [Abstract]
Related Party Transactions	NOTE 4– RELATED PARTY TRANSACTIONS As of August 31, 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. During the three months ended November 30, 2015, an affiliate of the Company advanced $2,400. The advance is on demand and does not bear interest.

Convertible Notes Payable

Convertible Notes Payable	3 Months Ended
	Nov. 30, 2015
Debt Disclosure [Abstract]
Convertible Notes Payable	NOTE 5– CONVERTIBLE NOTES PAYABLE Yew On May 17, 2013, the Company issued a $130,928 unsecured convertible promissory note that matured August 31, 2013. The note bears interest at a rate of 4.9% and was convertible into 130,928 shares of the Company’s common stock, at a conversion rate of $1.00 per share. Interest was also convertible into common stock at the conversion rate of $1.00 per share. In October 2013, the note was transferred to IBC Funds however the original note holder was not paid, the conversion price was modified to 55% of the lowest closing price during the 20 days preceding conversion, and the note reverted to the original holder. As of November 30, 2015, the outstanding balance was $130,928. Dutchess Opportunity Fund On October 17, 2013, the Company issued an unsecured convertible note in the principal amount of $300,000 to Dutchess Opportunity Fund, II, LP (“Dutchess”). The Company received proceeds from the Note in the amount of $235,000. The Note does not bear an interest rate; however, the Company was obligated to repay Dutchess $300,000 on or before October 17, 2015. The Company is obligated to pay Dutchess monthly amortization payments of $20,000 beginning on December 1, 2013. The note was immediately convertible into shares of the Company’s common stock, par value $.001, (the “Common Stock”) at the sole option of Dutchess. At inception date, the conversion price was 90% of the lowest volume weighted average price of the Common Stock during the 20 trading days immediately prior to a conversion notice from Dutchess to the Company. 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 fess 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 $616,385. Radican Notes On September 16, 2013, the Company issued two unsecured notes payable, in the aggregate amount of $150,000, bearing interest at 12% per annum with both principal and interest due at March 31, 2014. 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. At inception, the Company has identified the embedded derivatives related to the above described notes. 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 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. LG Capital Funding, LLC On August 7, 2014, the Company issued an unsecured 8% convertible redeemable note in the amount of $40,000, bearing interest at 8% per annum with both principal and interest due on August 7, 2015. The note is convertible into the Company’s common stock, after 180 days, at a conversion price at 43% discount to the lowest average of the bid ten 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 $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.

Derivative Instruments

Derivative Instruments	3 Months Ended
	Nov. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Derivative Instruments	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

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Nov. 30, 2015
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	NOTE 7 - COMMITMENTS AND CONTINGENCIES On November 21, 2014, on the 17 th 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.

Major Vendors

Major Vendors	3 Months Ended
	Nov. 30, 2015
Major Vendors
Major Vendors	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

Subsequent Events

Subsequent Events	3 Months Ended
	Nov. 30, 2015
Subsequent Events [Abstract]
Subsequent Events	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.

Summary of Business and Signi15

Summary of Business and Significant Accounting Policies (Policies)	3 Months Ended
	Nov. 30, 2015
Accounting Policies [Abstract]
Business and Basis of Presentation	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. On September 24, 2015, the Company entered into a Purchase and Sale Agreement with United Mobile Solutions Corp., “UMS” a Delaware corporation. Under 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, convertible into 85% of the Company’s fully diluted common stock, par value $0.001 per share as of the date of closing which occurred on January 29, 2016. UMS was formed in May 2010 and is in the business of providing value added products and services to T-Mobile dealers, mobile virtual network operations dealers, wireless product and service resellers, exclusive 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 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. The 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.
Interim Financial Statements	Interim Financial Statements The following (a) condensed consolidated balance sheet as of 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 three months ended November 30, 2015 are not necessarily indicative of results that may be expected for the year ended August 31, 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, 2015 included in the Company’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission (“SEC”).
Going Concern	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 $141,136 and $277,484 for the three month periods ended November 30, 2015 and 2014, respectively, accumulated deficit of $5,719,302 and total current liabilities in excess of current assets of $2,662,608 as of November 30, 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	Revenue Recognition The Company follows the guidance in Staff Accounting Bulletin 104 (“SAB 104”), which provides guidance on the recognition, 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 deferred revenue. As of November 30, 2015, the Company recorded deferred revenue of $46,243.
Use of Estimates	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 impairment of intangible assets assumptions used in the fair value of stock-based compensation and derivative liabilities.
Derivative Instrument Liability	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 November 30, 2015 and August 31, 2015, the Company did not have any derivative instruments that were designated as hedges.
Net Income (loss) Per Common Share	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.
Cash and Cash Equivalents	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.
Intangible Assets	Intangible Assets The Company amortized its identifiable intangible assets using the straight-line method over their estimated period of benefit. The estimated useful life of the customer relationships is 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	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 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 November 30, 2015 and 2014 would be fully offset by a valuation allowance, there is no federal or state income tax benefit for the periods ended November 30, 2015 and 2014 related to losses incurred during such periods.
Fair Value of Financial Instruments	Fair Value of Financial Instruments Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of November 30, 2015 and August 31, 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	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.

Fair Value Measurement (Tables)

Fair Value Measurement (Tables)	3 Months Ended
	Nov. 30, 2015
Fair Value Measurement Tables
Summary of Fair Value of Derivative Liabilities	The following table sets forth by level within the fair value hierarchy the Company’s financial assets and liabilities that were accounted for at fair value as of November 30, 2015 and August 31, 2015. 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

Derivative Instruments (Tables)

Derivative Instruments (Tables)	3 Months Ended
	Nov. 30, 2015
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Schedule of Derivative Instruments	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

Major Vendors (Tables)

Major Vendors (Tables)	3 Months Ended
	Nov. 30, 2015
Notes to Financial Statements
Schedule of Vendors	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

Summary of Significant Accounti

Summary of Significant Accounting Policies (Details Narrative) - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014	Sep. 24, 2015	Aug. 31, 2015
Preferred stock, par value	$ 0.001		$ 0.001	$ 0.001
Preferred stock, conversion percentage			85.00%
Common stock, par value	$ 0.001		$ 0.001	$ 0.001
Net losses	$ 141,136	$ 277,484
Accumulated deficit	5,719,302			$ 5,578,166
Current liabilities excess of current assets	2,662,608
Deferred revenue	$ 46,243	$ 59,908
Convertible debt not included in the diluted loss per share (Anti-dilutive impact)	2,335,392,943	569,927,406
November 30, 2016 [Member]
Convertible debt not included in the diluted loss per share (Anti-dilutive impact)	50,001,287

Fair Value Measurement - Summar

Fair Value Measurement - Summary of Fair Value of Derivative Liabilities (Details) - USD ($)	Nov. 30, 2015	Aug. 31, 2015
Derivative liabilities	$ 475,200	$ 424,592
Level 1 [Member]
Derivative liabilities
Level 2 [Member]
Derivative liabilities
Level 3 [Member]
Derivative liabilities	$ 475,200	$ 424,592

Stockholders Equity (Details Na

Stockholders Equity (Details Narrative) - USD ($)	Mar. 11, 2015	Feb. 11, 2015	Nov. 30, 2015	Oct. 29, 2015	Aug. 31, 2015	Jan. 14, 2015
Stockholders Equity Details Narrative
Common stock authhorized			1,875,000,000		1,875,000,000	1,875,000,000
Number of shares received from subscription agreement		120,000,000
Common stock price per share		$ 0.00025
Payments to acquire equity	$ 30,000
Common stock issued			1,875,000,000	69,998,713	1,808,001,287
Common stock outstanding			1,875,000,000	120,000,000	1,808,001,287

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	Nov. 30, 2015	Aug. 31, 2015
Advanced affiliate	$ 2,400
Ezra E. Ezra [Member]
Loan payable		$ 21,965
David F. Levy [Member]
Loan payable		$ 15,000

Convertible Notes Payable (Deta

Convertible Notes Payable (Details Narrative) - USD ($)	May. 20, 2015	Aug. 07, 2014	Oct. 17, 2013	Sep. 16, 2013	May. 17, 2013	Nov. 30, 2015	Nov. 30, 2014	Sep. 24, 2015	Aug. 31, 2015
Proceeds from Notes							$ 65,500
Common stock par value						$ 0.001		$ 0.001	$ 0.001
Yew [Member]
Unsecured convertible promissory note					$ 130,928
Debt maturity date					Aug. 31, 2014
Promissory note bears interest rate					4.90%
Debt convertible into shares of common stock					130,928
Debt conversation price per shares					$ 1
Dutchess Opportunity Fund II, LP [Member]
Unsecured convertible promissory note			$ 300,000
Note payable									$ 616,385
Fair value embedded derivatives			$ 42,099
Percentage of conversion rate equal of lowest closing bid price of common stock			90.00%
Proceeds from Notes			$ 235,000
Amortization of payments			$ 20,000
Common stock par value			$ 0.001
Settlement and accrued									$ 255,000
Repayment of debt			$ 300,000
Dutchess Opportunity Fund II, LP [Member] | DMarch 16, 2016 [Member]
Issuance of warrants to purchase of common stock						15,000,000
Common stock par value						$ 0.0001
Exchange for forgiving principal, interest and fess						$ 300,000
Radican Notes [Member]
Unsecured convertible promissory note				$ 150,000
Debt maturity date				Mar. 31, 2014
Promissory note bears interest rate				12.00%
Fair value embedded derivatives						239,985
Debt instrument face amount						150,000
LG Capital Funding LLC [Member]
Unsecured convertible promissory note	$ 23,650	$ 40,000
Debt maturity date	May 22, 2016	Aug. 7, 2015
Promissory note bears interest rate	8.00%	8.00%
Note payable						28,680
Fair value embedded derivatives						115,191
Percentage of conversion rate equal of lowest closing bid price of common stock	43.00%	43.00%
LG Capital Funding LLC One [Member]
Note payable						23,650
Fair value embedded derivatives						$ 120,024

Derivative Instruments - Schedu

Derivative Instruments - Schedule of Derivative Instruments (Details)	3 Months Ended
	Nov. 30, 2015USD ($)
Derivative Instruments and Hedging Activities Disclosure [Abstract]
Balance	$ 424,592
Change in fair value of derivative liability	(50,608)
Balance	$ 475,200

Commitments and Contingencies (

Commitments and Contingencies (Details Narrative) - USD ($)	Nov. 21, 2014	Nov. 30, 2015	Aug. 31, 2015
Notes payable		$ 615,385	$ 615,385
April 5, 2016 [Member] | Settlement Agreement [Member]
Litigation settlement amount		400,000
Debt default amount		$ 400,000
Debt instrument payment term		10 months
Percentage of conversion rate equal of lowest closing bid price of common stock		65.00%
Accrued liabilities		$ 219,762
Liabilities		615,386
TCA Global Credit Master Fund, L.P [Member]
Litigation settlement amount	$ 395,623
Dutchess Opportunity II Fund, LLC [Member] | Settlement Agreement [Member]
Settlement and accrued		255,000
Notes payable		616,385
Dutchess Opportunity II Fund, LLC [Member] | March 16, 2016 [Member] | Settlement Agreement [Member]
Exchange for forgiving principal, interest and fess		$ 300,000
Warrants to purchase of common stock shares		150,000,000
Warrants price per share		$ 0.0001

Major Vendors (Details Narrativ

Major Vendors (Details Narrative)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Risks and Uncertainties [Abstract]
Concentration risk percentage	87.52%	95.81%

Major Vendors - Schedule of Ven

Major Vendors - Schedule of Vendors (Details) - USD ($)	3 Months Ended
	Nov. 30, 2015	Nov. 30, 2014
Percent of total purchases	87.52%	95.81%
Accounts payable	$ 10,264
Vendor A [Member]
Percent of total purchases	46.64%	46.67%
Accounts payable	$ 5,464
Vendor B [Member]
Percent of total purchases	25.84%	30.02%
Accounts payable	$ 3,050
Vendor C [Member]
Percent of total purchases	15.04%	19.12%
Accounts payable	$ 1,750

Subsequent Events (Details Narr

Subsequent Events (Details Narrative) - USD ($)	Apr. 05, 2016	Jan. 29, 2016	Nov. 30, 2015	Sep. 24, 2015	Aug. 31, 2015
Preferred stock, par value			$ 0.001	$ 0.001	$ 0.001
Common stock, par value			$ 0.001	$ 0.001	$ 0.001
Subsequent Event [Member]
Debt default amount	$ 400,000
Debt instrument payment term	10 months
Percentage of conversion rate equal of lowest closing bid price of common stock	65.00%
Convertible note	$ 400,000
Accrued liabilities	219,762
Liabilities	$ 615,762
Subsequent Event [Member] | Prospective Levy Options [Member]
Percentage of fully diluted common stock				5.00%
Subsequent Event [Member] | Prospective Mesa Partner Warrant [Member]
Percentage of fully diluted common stock				4.90%
Subsequent Event [Member] | Prospective Andora Holdings Warrant [Member]
Percentage of fully diluted common stock				4.90%
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | Kil W. Lee and United Mobile Solutions Corp [Member]
Preferred stock, par value				$ 0.001
Percentage of fully diluted common stock				85.00%
Common stock, par value				$ 0.001
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | Kil W. Lee [Member]
Number of common stock shares acquired		100,000
Number of preferred stock convertible into common stock shares		100,000
Convertible preferred stock shares		10,625,000,000
Number of preferred stock shares issued		106,250
Subsequent Event [Member] | Purchase and Sale Agreement [Member] | United Mobile Solutions Corp [Member]
Percentage of fully diluted common stock		85.00%
Number of preferred stock convertible into common stock shares		1,875,000,000
Convertible preferred stock shares		10,625,000,000
Number of preferred stock shares issued		106,250