THE TALBOT’S, INC.

(Name of Issuer)

COMMON STOCK

(Title of Class of Securities)

874161102

(CUSIP Number)

April 13, 2012

(Date of Event Which Requires Filing of This Statement)

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
	MMCAP International Inc. SPC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) o (b)  o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Cayman Islands
		5	SOLE VOTING POWER
NUMBER OF			0
SHARES		6	SHARED VOTING POWER
BENEFICIALLY			3,849,681*
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH			0
REPORTING		8	SHARED DISPOSITIVE POWER
PERSON WITH			3,849,681*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,849,681* * The reporting person owns 2,728,027 shares of common stock of the issuer and warrants exercisable to acquire an additional 1,121,654 shares of common stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.3859%** **The percentages used herein are calculated based upon 70,355,801 outstanding shares of the Issuer as of April 2, 2012, plus 1,121,654 common shares in aggregate underlying warrants which are beneficially owned by the reporting persons and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
12	TYPE OF REPORTING PERSON*
	CO

 

1	NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
	MM Asset Management Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*  (a) o (b)  o
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Ontario, Canada
		5	SOLE VOTING POWER
NUMBER OF			0
SHARES		6	SHARED VOTING POWER
BENEFICIALLY			3,849,681*
OWNED BY		7	SOLE DISPOSITIVE POWER
EACH			0
REPORTING		8	SHARED DISPOSITIVE POWER
PERSON WITH			3,849,681*
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	3,849,681* * The reporting person owns 2,728,027 shares of common stock of the issuer and warrants exercisable to acquire an additional 1,121,654 shares of common stock.
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
	5.3859%** ** The percentages used herein are calculated based upon 70,355,801 outstanding shares of the Issuer as of April 2, 2012, plus 1,121,654 common shares in aggregate underlying warrants which are beneficially owned by the reporting persons and included pursuant to Rule 13d-3(d)(1)(i) of the Act.
12	TYPE OF REPORTING PERSON*
	CO

Item 1       (a).           Name of Issuer:

Item 3.

If this statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a:

(b)

Bank as defined in Section 3(a)(6) of the Act;

(c)

Insurance Company as defined in Section 3(a)(19) of the Act;

(d)

Investment Company registered under Section 8 of the Investment Company Act;

(e)

Investment adviser in accordance with Rule 13d-1(b)(1)(ii)(E);

(f)

Employee benefit plan or endowment plan in accordance with Rule 13d-1(b)(1)(ii)(F);

(g)

Parent holding company or control person, in accordance with Rule 13d-1(b)(1)(ii)(G);

(h)

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act;

(i)

A church plan that is excluded from the definition of an investment company under Section 3(c)(14) of the Investment Company Act of 1940:

(j)

Group, in accordance with Rule 13d-1(b)(1)(ii)(j).

 

 

 

x	If this statement is filed pursuant to Rule 13d-1(c), check this box.

Item 4.

Ownership.

Provide the following information regarding the aggregate number and percentage of the class of securities identified in Item 1.

(a)

Amount beneficially owned:  3,849,681*

(b)

Percent of class:  5.3859%**

(c)

Number of shares as to which such person has:

 

	(i)	Sole power to vote or to direct the vote:  0
	(ii)	Shared power to vote or to direct the vote:  3,849,681*
	(iii)	Sole power to dispose or to direct the disposition of:  0
	(iv)	Shared power to dispose or to direct the disposition of:  3,849,681*

Item 5.

Ownership of Five Percent or Less of a Class.

If the statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following  o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

N/A

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

 

 

 

	April 18, 2012
	(Date)
	MMCAP International Inc. SPC
	By:  /s/ Matthew MacIsaac Matthew MacIsaac, Director
	April 18, 2012
	(Date)
	MM Asset Management Inc.
	By:  /s/ Hillel Meltz Hillel Meltz, President