iWallet Corp (Form: 10-12G/A, Received: 11/04/2021 15:42:55)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10/A

(Amendment No. 1)

GENERAL FORM FOR REGISTRATION OF SECURITIES

Pursuant to Section 12(b) or (g) of The Securities Exchange Act of 1934

IWALLET CORPORATION

(Exact name of registrant as specified in its charter)

Nevada		27-1830013
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

401 Ryland St., Ste. 200A Reno, Nevada		89502
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (858) 610-2958

Securities to be registered pursuant to Section 12(b) of the Act: None

Securities to be registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

(Title of Class)

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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	Page
EXPLANATORY NOTE	1
FORWARD-LOOKING STATEMENTS	1
WHERE YOU CAN FIND MORE INFORMATION ABOUT US	1
Item 1. Business.	1
Item 1A. Risk Factors.	6
Item 2. Financial Information.	10
Item 3. Properties.	15
Item 4. Security Ownership of Certain Beneficial Owners and Management.	15
Item 5. Directors and Executive Officers.	16
Item 6. Executive Compensation.	18
Item 7. Certain Relationships and Related Transactions, and Director Independence.	20
Item 8. Legal Proceedings.	20
Item 9. Market Price of and Dividends on the Registrant ’s Common Equity and Related Stockholder Matters.	21
Item 10. Recent Sales of Unregistered Securities.	21
Item 11. Description of Registrant ’s Securities to be Registered.	22
Item 12. Indemnification of Directors and Officers.	23
Item 13. Financial Statements and Supplementary Data.	24
Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	24
Item 15. Financial Statements and Exhibits.	24
Item 15. (b) Exhibits	25
SIGNATURES	27

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EXPLANATORY NOTE

iWallet Corporation is filing this General Form for Registration of Securities on Form 10/A (Amendment No. 1), which we refer to as the Registration Statement, to amend its General Form for Registration of Securities, which registered its common stock, par value $0.001 per share, pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended. Unless otherwise mentioned or unless the context requires otherwise, when used in this Registration Statement, the terms “iWallet,” “Company,” “we,” “us,” and “our” refer to iWallet Corporation.

FORWARD-LOOKING STATEMENTS

This Registration Statement contains forward-looking statements that involve substantial risks and uncertainties. All statements, other than statements of historical fact, contained in this Registration Statement, including statements regarding our strategy, future operations, future financial position, future revenues, projected costs, prospects, plans and objectives of management, are forward-looking statements. The words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “target,” “potential,” “will,” “would,” “could,” “should,” “continue,” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words.

We may not actually achieve the plans, intentions or expectations disclosed in our forward-looking statements, and you should not place undue reliance on our forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations disclosed in the forward-looking statements we make. We have included important cautionary statements in this Registration Statement, particularly in the “Risk Factors” section, that we believe could cause actual results or events to differ materially from the forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments we may make.

You should read this Registration Statement and the documents that we have filed as exhibits to this Registration Statement with the understanding that our actual future results may be materially different from what we expect. The forward-looking statements contained in this Registration Statement are made as of the date of this Registration Statement, and we do not assume any obligation to update any forward-looking statements except as required by applicable law.

WHERE YOU CAN FIND MORE INFORMATION ABOUT US

We plan to file reports, proxy statements, information statements and other information with the United States Securities and Exchange Commission (the “SEC”). You may read and copy this information, for a copying fee, at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on its Public Reference Room. Our SEC filings will also be available to the public from commercial document retrieval services, and at the website maintained by the SEC at http://www.sec.gov. The Company does not currently have an internet website.

Item 1. Business.

Overview

iWallet Corporation (the “Company” or “iWallet”) was incorporated on November 18, 2009, in the State of California as “Queensridge Mining Resources, Inc.” On or about July 21, 2014, iWallet Corporation, a private California corporation, merged with and into our wholly owned Nevada subsidiary, iWallet Acquisition Corp., and iWallet Acquisition Corp. then immediately merged with and into the Company, with the Company immediately changing its name to “iWallet Corporation.”

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The Company is currently focused on designing and developing biometric locking wallets and related physical, personal security products, and providing consulting services in connection with protective wallets and other personal security products.

The Company’s fiscal year end is December 31st, its telephone number is (858) 610-2958, and the address of its principal executive office is 401 Ryland St., Ste. 200A, Reno, Nevada.

The Company was previously a public company required to file some reports with the United States Securities and Exchange Commission (the “SEC”) as a result of effectiveness of prior registration statements we filed with the SEC in 2010 and 2014, but our reporting obligations were automatically suspended as a result of having less than 300 shareholders of record, and we subsequently filed a Form 15 (a Notice of the suspension of our duty to file reports under the Securities Exchange Act) and discontinued reporting on 2016.

Description of Business

We are a designer and developer of innovative, physical, personal security products that incorporate security and communication technologies to protect against identity, personal and financial information theft. iWallet is a registered trademark in the United States. Our prior designs include a biometric locking luxury storage case, made from carbon fiber or aluminum, that protects cash, credit cards and personal information with a proprietary fingerprint security system from being read by many types of RF devices in public spaces, and a soft leather wallet that incorporates a GPS module allowing the customer to locate the wallet if misplaced. Using a free mobile application, the wallets were designed to allow owners to tether their wallets to a supported mobile smart device. A proximity alarm could then be configured to sound on the mobile device synced with our high-end version of the wallet when the wallet is separated by about five meters.

We are based in San Diego, California, and the iWallet business was originally founded in 2009. The initial version of the iWallet generated sales of over $700,000 in the first eighteen months following its launch. Established sales channels include Neiman Marcus in North America, Harrods in England, Highline Peak Group in Canada, and NeedItWantItGadgets in New Zealand. Our prospective sales channels include Dufry, Touch of Modern, Skymall, Travelsmith, Hammacher Schlemmer, and co-branding for Montblanc, Porsche Design, Ducati, Gucci, and Bugatti. We own the trademark “iWallet” for secure luxury storage cases connected to smartphones in the USA and have patents worldwide. We were previously licensed by Apple Inc. as an official Accessory Developer. That license is currently lapsed due to our current redesign of our product line and incorporation of updated technologies into our product line, but we anticipate being licensed as an official Accessory Developer again within the next 12 months, subject to completion of our product redesign during that time period. We also currently provide consulting services to other companies in the industry.

We are currently improving our designs and seeking manufacturers to launch our products back into the market, and we are not currently engaged in any product sales. We are currently redesigning the original iWallet with current technology as follows:

a. Add facial recognition vs. the original fingerprint scanner in the original iWallet design.

b. Add GPS tracking vs. the original alarm going off when the iWallet was separated from the linked mobile device.

c. Use flexible case material vs. the original hard case to house wallet electronics.

d. Add ability to download credit card numbers to its built-in memory vs. the original non capability.

This new technology is currently being designed to be implemented with various portable containers like wallets, passport holders and hand bags. We are in the initial stages of product redesign, and we are currently conducting tests with electronic components from different suppliers to see which ones work more efficiently. Once we know which ones work to our satisfaction, we plan to make 3D prototypes to show to our consulting customers that already have relationships with for their feedback and approval.

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Due to the revamping of our line of products, we have discontinued manufacturing the original iWallet since we consider the prior iWallet technology outdated.

The Company is currently working with engineers regularly to reach the aforementioned four technology feature milestones described above, and the Company is also meeting regularly with potential clients that show interest in this new technology and might be willing to either purchase product or designs, including gauging interest in potential white (private) labeling for large name brands like Dunhill which we have relationships with.

We have accumulated a database of customers through tradeshows like the The Consumer Electronics Show-CES, where iWallet won an innovation award that created a substantial interest in our products throughout many industries like automotive (General Motors, Mercedes Benz, Porsche each approached us previously), which could potentially sell iWallet products in their gift shops situated at their dealerships; duty-free shops situated at national borders, as well as in-flight catalogs, stores in cruise ships, etc. We also plan for our future products to be distributed through luggage retailers and manufacturers like we have in the past with Heys Luggage.

We anticipate that we will be ready to launch our redesigned products with updated technological features within the next 12 months, although the timeline may be delayed due to continuing effects of the COVID-19 pandemic and the current worldwide shortage in electronic components. Accordingly, our projected product launch timeline is subject to normalization of the current computer chip and related component supply situation. We believe that with prototypes in hand, we will be able to secure purchase orders from small and large businesses and go into production, subject to electronic component availability, within the next year.

Products and Technology

We are redesigning our original product, which will be marketed as the “iWallet 2.0,” to have the following features:

·Sleek, compact industrial design with carbon fiber case

·Pairs with the owner’s cellular phone via bluetooth technology

·Patented, exclusive tamper resistant locking mechanism utilizes innovative fingerprint biometric reader for unlocking

·Unique latch control that only consumes power during latching hence providing extended battery life

·RFID blocking capability for enhanced wireless protection

·Speaker providing audible feedback

·GPS tracking capabilities

We also intend to bring the following additional products to market:

·Leather wallets with a GPS module built-in

·Storage devices with co-branding luxury partners

·A secure passport case called the iPassport

·A secure mobile personal safe to store pharmaceuticals in

·A smart “padlock” with a biometric reader for gym lockers and other personal areas that require security

We hold over twenty patents and patent applications filed in various countries around the world. Our products are manufactured under contract by a manufacturer based in Zhuhai, China, Apollo Electronics. The suppliers for our raw materials have been Future Electronics, Namiki Motors, Cotech Taiwan, Digital Persona, Avnet Electronics, Avnet Taiwan, and Apollo Electronics. Historically, our largest major customer has been Neiman Marcus, which was the source of approximately 60% of our gross revenues from our most recent product sales several years ago. We have not had any product sales for

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several years as we have been focused on updating our designs to use more cost-effective technologies and materials, and sourcing and updating our suppliers, tooling, and molds. We have now updated our designs and distribution plan, and we expect to relaunch product sales during 2022, and expand our distribution efforts. As we expand our sales and distribution channels, we expect that our customer base will diversify and that, in the future, our revenues will not be dependent upon one or a few major customers.

We hold both utility and design patents and patent applications. All of our current utility patents will remain in effect until September 14, 2027, in the United States. The duration of our design patents varies by country. The expiration dates of our current design patents, by country, is as follows:

Canada	June 10, 2023
Europe	December 9, 2036
China	December 12, 2021
Japan	May 18, 2032
Russia	December 13, 2036
Singapore	December 9, 2026
Taiwan	December 9, 2023

Services Offered

We are currently providing project management services to companies interested in the research, development (such as feasibility study, source codes, gerber files, apps, etc.), manufacturing (molds, PCB boards, etc.), materials (such as carbon fiber, fiber glass, aluminum, leather, polycarbonate, etc.), complex supply chain logistics, complex product cycle, and marketing (sales channels established throughout years of iWallet’s worldwide business relationships with high end brands, luxury department stores and duty free shops at worldwide airports, border crossings and cruise ships) of what we call “smart containers,” which are high-tech personal portable containers (such as wallets, purses, handbags and passport holders) that utilize the latest technologies in terms of GPS recovery for lost or stolen containers that can be tracked via an app on the owner’s smartphone or tablet; facial recognition and other biometrics such as fingerprint readers, voice recognition or remote opening through an app, in order to access its contents; various encrypted credit card numbers downloaded to the container that can be displayed on a LED/LCD screen to choose form of payment (Visa/MasterCard/American Express/Discover) at a touch of a button and pay the retailer with its NFC capability (the advantage of our system is that it is “off-the-grid” meaning that there is no third party carrier-such as the cellular phone carrier-that can be hacked into to steal personal information).

We consider ourselves to be at the forefront of the industry with the expertise, knowledge, resources and commitment to perform beyond our clients’ expectations with expertise in the field of portable containers that we dub “Techcessories,” and our commitment is to get their products out in the market as soon as possible to manage efficiently their product’s life cycles and replace their aging products with updated technology. We also plan to offer all of the aforementioned processes to companies on a partnership basis, whereby we would reduce the prices we charge to our customers (which reduction would reflect a portion of our cost of development, manufacturing, inventory and marketing) in exchange for being paid commissions by the customers in the future from new product sales or potentially receiving partial ownership in their new product offerings in the future, in order to provide a more affordable option to the client. We do not yet have any customers engaged on this basis, nor are we dependent on this structure.

Market and Competition Overview

Our primary target demographic is consumers who are in the market for high-end luxury storage cases and similar accessories. We do not believe that the $200+ approximate retail price to the customer for many of our planned products will be an obstacle for our initial target demographic.

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We have previously competed with luxury brands such as Cartier, Salvatore Ferragamo, Louis Vuitton, and Gucci, all of which are better capitalized than we are, as well as the following smaller niche competitors (and product offerings):

·Ekster: Parliament Wallet - integrated RFID blocking technology. GPS tracking available as an addon.

·Nomad: Slim Wallet - provides GPS tracking in an inconspicuous fashion so thieves are not aware of the tracking capability.

·Zitahli: Mens Wallet with RFID Front for Men - includes RFID security technology.

We believe the security, high technology, slim design, and carbon fiber or leather construction of our anticipated storage device products can position the Company to compete for a share of the luxury secure accessories market.

Sales, Distribution and Growth Strategy

Our current sales strategy is focused on developing and introducing a new flexible wallet made out of leather instead of carbon fiber in order to be more competitive from a pricing standpoint with traditional leather containers and wallets.

We plan to private label our product designs for well-established global brands that we already have a business relationship with (described below) through our first and second generation wallets, unlike our competitors that only promote their brands.

As funds permit, we plan to attend domestic consumer electronics trade shows, personal accessories trade shows, vacation trade shows, and luggage related trade shows to promote our line of unique products that we call “techcessories.” The Company has been working with Global Marketing Strategies in order to explore creative strategies, advertising concepts, consumer opinions, existing distribution and sales channels to determine the best path for sales and distribution of the Company’s product and services offerings.

Our established distribution channels for the original iWallet products include the following, which we believe will be available for the Company’s future product offerings:

·Neiman Marcus in North America

·Harrods in England

·NeedItWantItGadgets in New Zealand

The following are current prospective sales channels:

·Private branding for well-established global brands: Dunhil of London, Heys Luggage, Montblanc, Porsche Design, Ducatti, Gucci, and Bugatti. We have previously had business relationships or discussions with each of these brands.

·Dufry, a global duty-free company with 1,100 locations in 45 countries.

·Touch of Modern.

·Skymall.

·Travelsmith.

·Hammacher Schlemmer.

·Zero Halliburton.

Employees

We have no employees except for our CEO, Steven Cabouli, who plans to devote at least 40 hours/week to Company operations.

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Environmental Laws

We have not incurred and do not anticipate incurring any expenses associated with environmental laws.

Item 1A. Risk Factors.

Risks Related to Our Business and Industry

Our failure to raise additional capital or generate the cash flows necessary to expand our operations and invest in our product offerings could reduce our ability to compete successfully and adversely affect our results of operations.

We will need to raise additional funds in order to execute on our business development plan over the long term. We may not be able obtain additional debt or equity financing on favorable terms, if at all. If we raise additional equity financing, our security holders may experience significant dilution of their ownership interests and the value of our common stock could decline. If we engage in debt financing, we may be required to accept terms that restrict our ability to incur additional indebtedness and force us to maintain specified liquidity or other ratios. If we cannot raise additional capital on acceptable terms, we may not be able to, among other things:

·develop and enhance our products

·develop our brand and acquire new customers

·continue to expand our technology development, sales and marketing organizations

·acquire complementary technologies, products or businesses

·expand operations internationally

·pay our debts as they come due

·hire, train and retain employees

·respond to competitive pressures or unanticipated working capital requirements

Our inability to do any of the foregoing could reduce our ability to compete successfully and adversely affect our results of operations.

Because we have experienced net losses to date, we may never be able to generate sufficient net revenue in the future to be profitable.

We have had net operating losses since inception and expect to continue experiencing net losses for the immediate future. In addition, we expect to make significant future expenditures related to the continued development and expansion of our business. Furthermore, as a public company, we will incur significant legal, accounting and other expenses that we did not incur as a private company. As a result of these factors, to achieve profitability we will need to, among other matters, increase our customer base and our distribution channels. We cannot assure you that we will be able to increase our revenue in this manner and achieve profitability. As we expect to continue to invest in the development of our business, this investment could outpace growth in our revenue, and thereby impair our ability to achieve and maintain profitability.

Because we are dependent on outside manufacturers to produce our products, increases in manufacturing costs or component prices may negatively affect our operations

We have historically relied on one manufacturer to manufacture our iWallet products to order, and we expect that will be constrained by its manufacturing capabilities and pricing for future manufacturing and may face production delays or escalating costs if it is unable to manufacture a sufficient quantity of product at an affordable cost. Further, we could face production delays if it becomes necessary to replace that supplier with one or more alternative suppliers. These factors could have a material adverse effect on our business, prospects, and results of operations or financial condition. In addition, our operation could be

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significantly affected by increases in the cost of high quality carbon fiber, leather or other raw materials necessary to manufacture our products.

Because there is an uncertain market for our products, we cannot be certain that they will gain wide acceptance or that we will be able to generate sustained sales growth.

While we believe that our innovative security products would be attractive to business professionals, we have only a limited operating history to determine the market acceptance for our products. No assurance can be given that a significant market for our products and services will be developed or sustained. If our security products do not gain wider acceptance amongst our target market, we will be unable to achieve sustained sales growth and our business may not be viable over the longer term.

Because the preservation of our intellectual property rights is essential to the success of our business, our failure to protect those rights could adversely affect our business.

Our intellectual property rights, including existing and future trademarks, patents, trade secrets and copyrights, are and will continue to be valuable and important assets of our business. We believe that our proprietary technology, as well as our other technologies and business practices, are competitive advantages and that any duplication by competitors would harm our business. We have taken measures to protect our intellectual property, but these measures may not be sufficient or effective. Intellectual property laws and contractual restrictions may not prevent misappropriation of our intellectual property or deter others from developing similar technologies. In addition, others may develop technologies that are similar or superior to our technology. Our failure to protect, or any significant impairment to the value of, our intellectual property rights could harm our business.

Our products may contain defects, which could adversely affect our reputation and cause us to incur significant costs.

Defects may be found in our products. Any such defects could cause us to incur significant return and exchange costs, re-engineering costs, divert the attention of our personnel from product development efforts, and cause significant customer relations and business reputation problems. If we deliver products with defects, our credibility and the market acceptance and sales of our products could be harmed.

If we are unable to hire and retain key personnel, we may not be able to implement our business plan.

Having certain key personnel is essential to the development and marketing of the products we plan to sell and thus to the entire business itself. Consequently, the loss of any of those individuals may have a substantial effect on our future success or failure. We may have to recruit qualified personnel with competitive compensation packages, equity participation, and other benefits that may affect the working capital available for our operations. Management may have to seek to obtain outside independent professionals to assist them in assessing the merits and risks of any business proposals as well as assisting in the development and operation of many company projects. No assurance can be given that we will be able to obtain such needed assistance on terms acceptable to us. Our failure to attract additional qualified employees or to retain the services of key personnel could have a material adverse effect on our operating results and financial condition.

Even though we are not manufacturing the products ourselves, if any of the products we sell infringe on the intellectual property rights of others, we may find ourselves involved in costly litigation, which will negatively affect the financial results of our business operations.

Although we have not received notices of any alleged infringement, we cannot be certain that our products do not infringe on issued trademarks and/or copyrights of others. We may be subject to legal proceedings and claims from time to time in our ordinary course of business arising out of intellectual property rights of others. These legal proceedings can be very costly, and thus can negatively affect the results of our operations.

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Because we conduct business outside of the United States, we are subject to certain additional risks related to doing business in foreign countries.

We intend to conduct our business, in part, outside of the United States, and our products have historically been manufactured under contract in China. Doing business in foreign countries carries with it certain risks that are not found in doing business in the United States. The risks of doing business in foreign countries that could result in losses against which we are not insured include:

·exposure to local economic conditions;

·potential adverse changes in the diplomatic relations of foreign countries with the United States;

·hostility from local populations;

·the adverse effect of currency exchange controls;

·restrictions on the withdrawal of foreign investment and earnings;

·government policies against businesses owned by foreigners;

·investment restrictions or requirements;

·expropriations of property;

·the potential instability of foreign governments;

·the risk of insurrections;

·risks of renegotiation or modification of existing agreements with governmental authorities;

·foreign exchange restrictions;

·withholding and other taxes on remittances and other payments by subsidiaries; and

·changes in taxation structure.

Risks Related to Legal Uncertainty

Because our articles of incorporation and bylaws and Nevada law limit the liability of our officers, directors, and others, shareholders may have no recourse for acts performed in good faith.

Under our articles of incorporation, bylaws and Nevada law, each of our officers, directors, employees, attorneys, accountants and agents are not liable to us or the shareholders for any acts they perform in good faith, or for any non-action or failure to act, except for acts of fraud, willful misconduct or gross negligence. Our articles and bylaws provide that we will indemnify each of our officers, directors, employees, attorneys, accountants and agents from any claim, loss, cost, damage liability and expense by reason of any act undertaken or omitted to be undertaken by them, unless the act performed or omitted to be performed constitutes fraud, willful misconduct or gross negligence.

If certain legislation, including the Sarbanes-Oxley Act of 2002, makes it more difficult for us to retain or attract officers and directors, we may be unable to hire such personnel and our business operations may be materially negatively impacted.

The Sarbanes-Oxley Act of 2002 was enacted in response to public concerns regarding corporate accountability in connection with recent accounting scandals. The stated goals of the Sarbanes-Oxley Act are to increase corporate responsibility, to provide for enhanced penalties for accounting and auditing improprieties at publicly traded companies, and to protect investors by improving the accuracy and reliability of corporate disclosures pursuant to the securities laws. The Sarbanes-Oxley Act generally applies to all companies that file or are required to file periodic reports with the SEC, under the Securities Exchange Act of 1934. As a public company, we are required to comply with the Sarbanes-Oxley Act. The enactment of the Sarbanes-Oxley Act of 2002 has resulted in a series of rules and regulations by the SEC that increase responsibilities and liabilities of directors and executive officers. The perceived increased personal risk associated with these changes may deter qualified individuals from accepting these roles. As a result, it may be more difficult for us to attract and retain qualified persons to serve on our board of directors or as executive officers. We continue to evaluate and monitor developments with respect to these rules, and we cannot predict or estimate the amount of additional costs we may incur or the timing of such costs.

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Risks Relating to our Common Stock

If we fail to remain current on our reporting requirements, we could be removed from quotation on the OTC Link ATS, which would limit the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market.

Rule 15c2-11, promulgated under the Securities Exchange Act of 1934, as amended, ensures that broker-dealers, in their role as professional gatekeepers to the over-the-counter-market, where our stock is quoted for trading, do not publish quotations for an issuer’s security when current issuer information is not publicly available, subject to certain exceptions. Companies trading on the OTC Link ATS, such as us, must generally have current information be available for broker-dealers to be able to publish quotations for their common stock. As a result, the market liquidity for our securities could be severely adversely affected by limiting the ability of broker-dealers to sell our securities and the ability of stockholders to sell their securities in the secondary market unless we make current information regarding our company available as required by the Rule. We have not yet done so, and we may not ever be able to do so.

Because our common stock could be deemed a low-priced “Penny” stock, it would be cumbersome for brokers and dealers to trade in our common stock, making the market for our common stock less liquid and negatively affect the price of our stock.

We may be subject to certain provisions of the Securities Exchange Act of 1934, commonly referred to as the “penny stock” as defined in Rule 3a51-1. A penny stock is generally defined to be any equity security that has a market price less than $5.00 per share, subject to certain exceptions. If our stock is deemed to be a penny stock, trading will be subject to additional sales practice requirements of broker-dealers. These require a broker-dealer to:

·Deliver to the customer, and obtain a written receipt for, a disclosure document;

·Disclose certain price information about the stock;

·Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

·Send monthly statements to customers with market and price information about the penny stock; and

·In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, penny stock rules may restrict the ability or willingness of broker-dealers to trade and/or maintain a market in our common stock. Also, prospective investors may not want to get involved with the additional administrative requirements, which may have a material adverse effect on the trading of our shares.

Because we were formerly considered a “shell company” within the meaning of Rule 12b-2 under the Exchange Act, the ability of any holders of “restricted securities,” as defined under Rule 144 promulgated under the Securities Act, to resell their shares may be limited by applicable regulations for a period of time, and our ability to attract additional investment through private offerings in the near future may be limited.

Formerly, we were classified as a “shell company” under Rule 405 promulgated under the Securities Act of 1933 (the “Securities Act”) and Rule 12b-2 promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”). As such, any “restricted securities,” as defined under Rule 144 promulgated under the Securities Act, may not be resold in reliance on safe harbors provided under Rule 144 until: (i) we are subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; (ii) we have filed “Form 10 information” with the SEC regarding our cessation as a “shell company”; (iii) we have filed all reports as required by Section 13 and 15(d) of the Securities Act for twelve consecutive months; and (iv) one year has elapsed from the time we filed the Form 10 information with the SEC reflecting our status as an entity that is no longer a shell company. We ceased to be a shell company on July 21, 2014. In addition, we filed

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“Form 10 information” reflecting our status as a non-shell company with the SEC in our Current Report on Form 8-K filed July 25, 2014, as amended on July 31, 2014 and September 3, 2014. However, our mandatory filing obligations under the Exchange Act were previously terminated, and we are not currently subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act. This registration statement will need to be effective before we will be subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act.

As a result, we may experience difficulty in raising additional capital through private offerings of common stock or other securities until such time as we have satisfied each of the requirements in Rule 144, including those set forth above. For so long as the safe harbors provided under Rule 144 are not available to holders of restricted securities, our ability to raise significant additional capital in any offering other than a registered public offering may be severely limited. To the extent that any capital from future private offerings is available to us prior to the date that Rule 144 is available to be relied upon, investors may demand resale registration rights in connection with such offerings or otherwise insist on terms which make such financings unattractive or infeasible.

Item 2. Financial Information.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing at the end of this Registration Statement. Some of the information contained in this discussion and analysis or set forth elsewhere in this Registration Statement, including information with respect to our plans and strategy for our business and related financing, includes forward-looking statements that involve risks and uncertainties. You should read the “Risk Factors” section of this Registration Statement for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements for the three and six-months ending June 30, 2021 and 2020, and the years ended December 31, 2020 and 2019, which are included herein.

Our financial statements are stated in U.S. Dollars and are prepared in accordance with generally accepted accounting principles of the United States (“GAAP”).

Going Concern Qualification

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $4,850,118 since its inception through June 30, 2021, and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern.

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Results of Operations for the three months ended June 30, 2021, compared with the three months ended June 30, 2020

Revenues

We generated revenues of $49,100 during the three months ended June 30, 2021, as compared to no revenues during the three months ended June 30, 2020, as we began providing consulting services to other companies in our market in 2021 and generated revenue from those consulting services in 2021.

Operating and Administrative Expenses

Operating expenses decreased to $1,870 in the three months ended June 30, 2021, from $2,435 in the three months ended June 30, 2020, primarily as a result of negotiating better rates and flat monthly service fees with vendors.

Other Income (Expense)

We incurred a loss on settlement of accounts payable of $78,050, and had interest expense of $16,026, during the three months ended June 30, 2021, as compared to $0 in loss on settlement and interest expense of $15,116 during the three months ended June 30, 2020, as a result of settling $24,450 of accounts payable in 2021 by issuing 2,500,000 shares of common stock valued at $102,500. Interest expense modestly increased year-over-year, due to compounding interest.

Results of Operations for the six months ended June 30, 2021, compared with the six months ended June 30, 2020

Revenues

We generated revenues of $49,100 during the six months ended June 30, 2021, as compared to no revenues during the six months ended June 30, 2020, as we began providing consulting services to other companies in our market in 2021 and generated revenue from those consulting services in 2021.

Operating and Administrative Expenses

Operating expenses decreased to $4,735 in the six months ended June 30, 2021, from $5,926 in the six months ended June 30, 2020, primarily as a result of negotiating better rates and flat monthly service fees with vendors.

Other Income (Expense)

We incurred a loss on settlement of accounts payable of $78,050, and had interest expense of $31,613, during the six months ended June 30, 2021, as compared to $0 in loss on settlement and interest expense of $29,642 during the six months ended June 30, 2020, as a result of settling $24,450 of accounts payable in 2021 by issuing 2,500,000 shares of common stock valued at $102,500. Interest expense modestly increased year-over-year, due to compounding interest.

Net Loss

The Company had a net loss of $89,748 for the six months ended June 30, 2021, as compared to a net loss of $35,568, for the six months ended June 30, 2020, primarily as a result of the loss on settlement of accounts payable in 2021 and modest increase in interest in the six months ended June 30, 2021, partially offset by increasing operational profits in the six months ended June 30, 2021, as compared to the operating loss in the same period in the prior fiscal year.

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Liquidity and Capital Resources

At June 30, 2021, we had $7,505 of cash on hand and an accumulated deficit of $4,850,118. Our primary source of liquidity has been from borrowing from related parties and third parties, and the sale of common stock. As of June 30, 2021, the Company owed $4,647 in outstanding related party advances, with $0 in accrued interest on those advances, and $504,500 in outstanding convertible debentures, net of debt discounts of $0 due to outside parties, with $304,445 in accrued interest on these debentures.

Net cash used in operating activities was $4,485 and $3,957during the six months ended June 30, 2021 and 2020, respectively.

Net cash used in investing activities was $0 during the six months ended June 30, 2021 and 2020.

Net cash provided by financial activities was $0 during the six months ended June 30, 2021 and 2020.

Our expenses to date are largely due to professional fees that include accounting, audit and legal fees. To date, we have had minimal revenues, and we require additional financing in order to finance our business activities on an ongoing basis.

Cash Flow

Our primary source of liquidity has been cash from shareholder loans, third party loans, and cash from the issuance of common stock.

Working Capital

We had current assets of $56,605 and $11,990, and current liabilities of $813,841 and $781,978, resulting in working capital deficits of $757,236 and $769,988 at June 30, 2021 and December 31, 2020, respectively.

Results of Operations for the fiscal year ended December 31, 2021, compared with the fiscal year ended December 31, 2020

Revenues

We generated no revenues during the fiscal years ending December 31, 2020 and 2019.

Operating and Administrative Expenses

Operating expenses decreased to $10,007 in the fiscal year ended December 31, 2020, from $23,891 in the fiscal year ended December 31, 2019, primarily as a result of negotiating better rates and flat monthly service fees with vendors particularly regarding bookkeeping services.

Other Income (Expense)

We had interest expense of $60,151, during the fiscal year ended December 31, 2020, as compared to interest expense of $59,312 during the fiscal year ended December 31, 2019, as a result of compounding interest on convertible debentures.

Net Loss

The Company had a net loss of $70,158 for the fiscal year ended December 31, 2020, as compared to a net loss of $83,203, for the fiscal year ended December 31, 2019, primarily as a result of the decreasing operating expenses as compared to 2020.

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Liquidity and Capital Resources

At December 31, 2020, we had $11,990 of cash on hand and an accumulated deficit of $769,988. Our primary source of liquidity has been from borrowing from related parties and third parties, and the sale of common stock. As of December 31, 2020, the Company owed $4,647 in outstanding related party advances, with $0 in accrued interest on those advances, and $504,500 in outstanding convertible debentures, net of debt discounts of $0, due to outside parties, with $272,831 in accrued interest on these debentures.

Net cash used in operating activities was $8,078 and $22,122 during the fiscal years ended December 31, 2020 and 2019, respectively.

Net cash used in investing activities was $0 during the fiscal years ended December 31, 2020 and 2019.

Net cash provided by financial activities was $0 during the fiscal years ended December 31, 2020 and 2019.

Cash Flow

Our primary source of liquidity has been cash from shareholder loans, third party loans, and cash from the issuance of common stock.

Working Capital

We had current assets of $11,990 and current liabilities of $781,978, resulting in working capital deficit of $769,988 at December 31, 2020.

Anticipated Cash Requirements

We estimate that our expenses to implement our plan of operations over the next 12 months will be approximately $850,000 as described in the table below. These estimates may change significantly depending on the nature of our future business activities and our ability to raise capital from shareholders or other sources. We further anticipate incurring additional costs and expenses for accounting, legal, and other miscellaneous fees relating to compliance with SEC requirements.

Description	Estimated Expenses
Legal, Accounting & Other Registration Expenses	$	30,000
Costs Associated with Being a Public Company		50,000
R&D & Tooling		90,000
Inventory		180,000
Rent		50,000
Advertising and Marketing		300,000
Staffing		100,000
General Working Capital		25,000
Cash Reserves		25,000
Total	$	850,000

Given that our cash needs are strongly driven by our growth requirements, we also intend to maintain a reserve sum for other risk contingencies that may arise.

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We intend to meet our cash requirements for the next 12 months through the use of the cash we have on hand and through business operations, future equity financing, debt financing, or other sources, which may result in further dilution in the equity ownership of our shares. We currently do not have any other arrangements in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Critical Accounting Policies and Estimates

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Note 2, “Significant Accounting Policies,” of the Notes to Financial Statements on the audited financial statements as of and for the years ended December 31, 2020 and 2019 included in this Form 10, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

Management believes the Company’s critical accounting policies and estimates are those related to revenue recognition, intangible assets, and income taxes. Management considers these policies critical because they are both important to the portrayal of the Company’s financial condition and operating results, and they require management to make judgments and estimates about inherently uncertain matters. The Company’s management has reviewed these critical accounting policies and related disclosures.

Revenue Recognition

The Company plans to derive revenue primarily from the sale of its wallets. The Company also will derive an insignificant amount of revenue from providing engraving of the wallets. Engraving revenues will be recognized concurrent with the revenues for the related wallet. The Company also will earn revenue from consulting contracts with others desiring to operate in the smart wallet sector. Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

Intangible Assets

Patents and trademarks are measured at cost. Legal fees associated with patents and trademarks, which are expected to be issued, are recorded as patents and trademarks on the balance sheets. Upon

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approval by the relevant patent office, the patents and trademarks are amortized over their respective expected lives. Patent and trademark costs associated with patents or trademarks which are not approved or are abandoned, are expensed in the period in which such patents are not approved.

The Company expects to maintain patents for up to 20 years from the effective date and the trademark registrations for as long as the trademarks remain in use and the required filings are made to keep them in use. However, based on the Company's assessment of potential innovation or other competing technological developments a useful life of ten years has been assessed for both the patents and the trademarks.

Software consists of costs relating to the development of the software behind the biometric scanning and the other security programs involved in the wallets. Costs relating to the development of this software are capitalized and amortized over its estimated useful life of ten years.

Website development costs relating to website and mobile application and software development are also capitalized and amortized over its estimated useful life of three years.

Topic 350-20, Goodwill, and 350-30, General Intangibles Other than Goodwill, in the Accounting Standards Codification (“ASC”) requires intangible assets with a finite life be tested for impairment whenever events or circumstances indicate that the carrying amount of an asset (or asset group) may not be recoverable. An impairment loss would be recognized when the carrying amount of an asset exceeds the estimated discounted cash flow used in determining the fair value of the asset.

Income Taxes

Income taxes are computed in accordance with the provisions of ASC Topic 740, which requires, among other things, a liability approach to calculating deferred income taxes. The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement carrying amounts and tax bases of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. The Company is required to make certain estimates and judgments about the application of tax law, the expected resolution of uncertain tax positions and other matters. In the event that uncertain tax positions are resolved for amounts different than the Company’s estimates, or the related statutes of limitations expire without the assessment of additional income taxes, the Company will be required to adjust the amounts of the related assets and liabilities in the period in which such events occur. Such adjustments may have a material impact on the Company’s income tax provision and results of operations.

Recently Issued Accounting Pronouncements

We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our net results of operations, financial position, or cash flows.

Seasonality

We do not expect our sales to be impacted by seasonal demands for our products and services.

Item 3. Properties.

The Company does not currently lease or own any real property.

Item 4. Security Ownership of Certain Beneficial Owners and Management.

The following tables set forth, as of September 22, 2021, certain information concerning the beneficial ownership of our common stock by:

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·each stockholder known by us to own beneficially 5% or more of any class of our outstanding stock;

·each director;

·each named executive officer;

·all of our executive officers and directors as a group; and

·each person, or group of affiliated persons, who is known by us to beneficially own more than 5% of any class of our outstanding stock.

As of September 22, 2021, the Company had authorized 75,000,000 shares of common stock, no other classes of capital stock authorized, and 52,819,419 shares of common stock considered issued and outstanding.

Beneficial ownership is determined in accordance with the rules and regulations of the SEC and includes voting or investment power with respect to our common stock. Shares of our common stock subject to options that are currently exercisable or exercisable within 60 days of September 22, 2021, are considered outstanding and beneficially owned by the person holding the options for the purpose of calculating the percentage ownership of that person but not for the purpose of calculating the percentage ownership of any other person. Except as otherwise noted, we believe the persons and entities included in the below table have sole voting and investing power with respect to all of the shares of our common stock beneficially owned by them, subject to community property laws, where applicable, and their address is c/o the Company at 401 Ryland St., Ste. 200A, Reno, Nevada, 89502.

Security Ownership of Certain Beneficial Owners & Management

Title of Class	Name and Address of Beneficial Owner	Amount and nature of beneficial ownership	Percent of Class
Common Stock	Steven Cabouli	20,721,230	39.2%
Common Stock	All Officers & Directors as a Group	20,721,230	39.2%
Common Stock	Jack Chadsey	4,581,542	8.7%

Item 5. Directors and Executive Officers.

The names, ages, positions, periods served of the Company’s present directors are set forth in the following table:

Name		Age		Positions
Steven Cabouli		67		CEO, President, CFO, Secretary, Director ⁽¹⁾

(1)All directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified.

There are no agreements with respect to electing directors. The Board of Directors appoints officers annually and each executive officer serves at the discretion of the Board of Directors. The Company does not have any standing committees at this time, and due to its small size does not believe that committees are necessary at this time. As of the date of this Registration Statement, the Company’s Board fulfills the duties of an audit committee. None of the directors held any directorships during the past five years in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of such act, or of any company registered as an investment company under the Investment Company Act of 1940.

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Director and Officer Biographical Information

Steven Cabouli

Steven Cabouli is our CEO, President, Secretary and the sole member of our Board of Directors. Mr. Cabouli founded the Company’s predecessor private operating company, iWallet Corporation, in California in 2009, has been our President since July of 2014 when iWallet Corporation was acquired by the Company, and was reappointed as our CEO in June of 2021. He has over 30 years of experience in introducing new and unique products to the market. In the 1980s, he introduced machines for shaved ice, cooking baking, and donuts to Argentina and sold the rights to this business to an established South American cookie manufacturer in 1987. He is also the owner of China Mystique, Inc., a global distributor of skincare products which he co-founded in 1990. From 2003 through January of 2014, he was the owner of Steve Cabouli Properties, a real estate company which owns several properties in San Diego, Mexico, and Argentina. Mr. Cabouli studied Civil Engineering at the University of Buenos Aires in Argentina. Mr. Cabouli’s retail experience and his expertise in the personal storage device industry makes him a valuable member of our Board of Directors.

Involvement in Certain Legal Proceedings

To the best of our knowledge, none of our directors or executive officers has, during the past ten years:

(1)had a petition under the Federal bankruptcy laws or any state insolvency law filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

(2)has been convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)has been the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

(i)Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii)Engaging in any type of business practice; or

(iii)Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

(4)has been the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in (3)(i) above, or to be associated with persons engaged in any such activity;

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(5)has been found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

(6)has been found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

(7)has been the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

(i)Any Federal or State securities or commodities law or regulation; or

(ii)Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

(iii)Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

(8)has been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Item 6. Executive Compensation.

Summary Compensation Table

The following table sets forth, for the fiscal years ended December 31, 2020 and 2019, certain information regarding the compensation earned by the Company’s named executive officers.

SUMMARY COMPENSATION TABLE

Name and principal position	Year	Salary ($)	Bonus ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Steven Cabouli, President & CEO	2020	-	-	-	-	-	-	-
Steven Cabouli, President & CEO	2019	-	-	-	-	-	-	-
Jack Chadsey, Former CEO	2020	-	-	-	-	-	-	-
Jack Chadsey, Former CEO	2019	-	-	-	-	-	-	-

Narrative Disclosure to the Summary Compensation Table

Our current CEO and President, Steven Cabouli, and our former CEO, Jack Chadsey, who resigned as our CEO in May of 2020, did not receive any compensation for their service as officers in either 2019 and 2020. We presently do not have employment or compensation agreements with any of our named executive officers and have not established any overall system of executive compensation or any fixed policies regarding compensation of executive officers.

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Stock Option Grants

We have not granted any stock options to the executive officers or directors since our inception.

Outstanding Equity Awards At Fiscal Year-end Table

The table below summarizes all unexercised options, stock that has not vested, and equity incentive plan awards for each named executive officer outstanding as of the end of our last completed fiscal year ended December 31, 2020.

OPTION AWARDS

STOCK AWARDS

Name

Number of

Securities

Underlying

Unexercised

Options (#)

Exercisable

Number of

Securities

Underlying

Unexercised

Options (#)

Unexercisable

Equity

Incentive

Plan

Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options

(#)

Option

Exercise

Price

($)

Option

Expiration

Date

Number

of Shares

or Shares

of Stock

That

Have Not

Vested

(#)

Market

Value

of Shares

or Shares

of Stock

That Have

Not Vested

($)

Equity

Incentive

Plan

Awards:

Number

of Unearned

Shares,

Shares or

Other

Rights

That Have

Not Vested

(#)

Equity

Incentive

Plan Awards:

Market or

Payout

Value of

Unearned

Shares,

Shares or

Other Rights

That Have

Not Vested

(#)

Steven Cabouli,

CEO & President

Jack Chadsey,

Former CEO

Compensation of Directors Table

The table below summarizes all compensation paid to our directors for our last completed fiscal year ended December 31, 2020.

DIRECTOR COMPENSATION

Name

Fees

Earned

or Paid

in Cash

($)

Stock

Awards

($)

Option

Awards

($)

Non-Equity

Incentive

Plan

Compensation

($)

Non-Qualified

Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Steven Cabouli

Narrative Disclosure to the Director Compensation Table

We did not provide any compensation to directors for their service as directors during the last two fiscal years. Compensation arrangements for our current directors have not been negotiated. Formal written agreements with directors are likewise the subject of future negotiation and discussion and will require future approval by the full board.

Stock Option Plan and other Employee Benefits Plans

The Company does not maintain a Stock Option Plan or other Employee Benefit Plans.

Overview of Compensation Program

We currently do not maintain a Compensation Committee of the Board of Directors. Until a formal committee is established, our entire Board of Directors has responsibility for establishing, implementing and continually monitoring adherence with the Company’s compensation philosophy. The Board of Directors ensures that the total compensation paid to the executives is fair, reasonable, and competitive.

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Compensation Philosophy and Objectives

The Board of Directors believes that the most effective executive compensation program is one that is designed to reward the achievement of specific annual, long-term and strategic goals by the Company and that aligns executives’ interests with those of the stockholders by rewarding performance above established goals, with the ultimate objective of improving stockholder value. As a result of the size of the Company, the Board evaluates both performance and compensation on an informal basis. Upon hiring additional executives, the Board intends to establish a Compensation Committee to evaluate both performance and compensation to ensure that the Company maintains its ability to attract and retain superior employees in key positions and that compensation provided to key employees remains competitive relative.

Role of Executive Officers In Compensation Decisions

The Board of Directors makes all compensation decisions for, and approves recommendations regarding equity awards to, the executive officers and directors of the Company.

Item 7. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

As of June 30, 2021, and December 31, 2020, we had been advanced funds by Steven Cabouli, a related party for operations, and owed him the following amounts:

	June 30, 2021		December 31, 2020
Current Liabilities
Due to Related Party	$	4,647	$	4,647

The above balances are non-interest bearing, unsecured and due on demand.

Promoters and Certain Control Persons

None.

List of Parents

None.

Director Independence

The Company currently has one director, Mr. Cabouli, who is the Company’s CEO and a current shareholder of the Company, and he is not independent under either board or committee independence standards. The Company does not have a compensation, nominating or audit committee.

Item 8. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. We are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us, other than as set forth herein.

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Item 9. Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters.

Market Information

The Common Stock of the Company is currently trading on the OTC Link ATS (alternative trading system) operated by OTC Markets Group, Inc., under the symbol “IWAL.” However, because there is not adequate current public information available regarding the Company currently, our stock was moved to the “Expert Market” on or about September 28, 2021, when a new SEC rule change in connection with market maker stock quotes took effect, and our stock is currently labeled “Dark or Defunct” by OTCMarkets.com. The following information reflects the high and low bid prices of the Company’s common stock on the OTC Link found on OTCMarkets.com.

Quarterly period	High		Low
Fiscal year ended December 31, 2020:
First Quarter	$	0.0049	$	0.0025
Second Quarter	$	0.0058	$	0.002
Third Quarter	$	0.0058	$	0.0031
Fourth Quarter	$	0.0059	$	0.0032

Quarterly period	High		Low
Fiscal year ended December 31, 2019:	$		$
First Quarter	$	0.0069	$	0.0041
Second Quarter	$	0.005	$	0.004
Third Quarter	$	0.007	$	0.0027
Fourth Quarter	$	0.049	$	0.0021

Holders

As of September 22, 2021, there were 52,819,419 shares of common stock considered outstanding, which were held by approximately 52 shareholders of record.

Dividends

We have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.

Securities Authorized for Issuance under Equity Compensation Plans

The Company does not currently maintain any Equity Compensation Plans.

Item 10. Recent Sales of Unregistered Securities.

The Company has not issued any equity securities during the last three years except as follows:

On June 30, 2021, the Company issued 2,500,000 shares of common stock to a vendor for settlement of $24,450 in accounts payable. The stock price was $0.041 for a total value of $102,500, and the Company recognized a loss on settlement of accounts payable of $78,050. These shares were issued pursuant to the exemption from registration provided by Section 4(a)(2) and/or Rule 506(b) promulgated under the Securities Act of 1933, as amended, as there was no general solicitation in connection with the issuance, the shareholder was accredited and/or financially sophisticated, and transaction did not involve a public offering.

On August 12, 2021, the Company issued 12,500,000 shares of common stock valued at $206,250 to its CEO, Mr. Cabouli, for services rendered by Mr. Cabouli to the Company. These shares were issued

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pursuant to the exemption from registration provided by Section 4(a)(2) and/or Rule 506(b) promulgated under the Securities Act of 1933, as amended, as there was no general solicitation in connection with the issuance, the shareholder was accredited, and transaction did not involve a public offering.

Item 11. Description of Registrant’s Securities to be Registered.

We are registering on this Registration Statement only our common stock, the terms of which are described below. However, because our preferred stock will remain outstanding following the effectiveness of this Registration Statement, we also describe below the terms of our preferred stock to the extent such terms qualify the rights of our common stock.

As of June 30, 2021, the Company had authorized 75,000,000 shares of common stock, and no shares of preferred stock authorized.

Common Stock

At any meeting of the shareholders, every shareholder of common stock is entitled to vote and may vote in person or by proxy authorized by an instrument in writing filed in accordance with the procedure established for the meeting.

Each shareholder shall have one vote for every share of stock entitled to vote, which is registered in his name on the record date for the meeting, except as otherwise required by law or the Articles of Incorporation.

All elections of directors shall be determined by a plurality of the votes cast by the holders of shares entitled to vote in the election of directors at a meeting of shareholders at which a quorum is present. Except as otherwise required by law or the Articles of Incorporation, all matters other than the election of directors shall be determined by the affirmative vote of the holders of a majority of the shares entitled to vote on that matter and represented in person or by proxy at a meeting of shareholders at which a quorum is present.

The Company’s Articles of Incorporation do not provide for cumulative voting or preemptive rights.

Dividend Rights . Holders of common stock are entitled to receive ratably those dividends, if any, as may be declared from time to time by the board of directors out of legally available funds.

Liquidation Rights . In the event of our liquidation, dissolution or winding up, holders of common stock will be entitled to share ratably in the net assets legally available for distribution to shareholders after the payment of all of our debts and other liabilities.

Other Rights . Holders of common stock have no preemptive, conversion or subscription rights, and there are no redemption or sinking fund provisions, nor are there any restrictions on alienability, applicable to the common stock.

Preferred Stock

Our Articles of Incorporation do not authorize the issuance of any preferred stock.

Convertible Instruments

The following is a description of the material terms of our convertible instruments which remain outstanding as of June 30, 2021:

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proceeds of $492,500. The Company incurred $39,400 in broker’s commissions resulting in net proceeds of $453,100. The Debentures bear interest at a rate of 8% per annum, with interest payments due semi-annually. The Debentures originally matured on April 30, 2017, and became immediately due and payable at the request of the holders. Subsequently, the holders agreed to extend the maturity date in the Debentures to April 30, 2022. The Debentures are convertible at any time, in whole, to shares of common stock at a conversion price of $0.15 per share. At June 30, 2021 and December 31, 2020, the accrued interest on the Debentures was $300,986 and $269,967, respectively.

On August 13, 2018, the Company entered into a secured convertible debenture agreement (the “Convertible Debenture”) with a service provider amounting to $12,000. The Convertible Debenture bears interest at 10% per annum calculated monthly and payable on maturity and had a maturity date of August 13, 2021. The Convertible Debenture became immediately due and payable in default at the request of the holder, although the holder has not made any request for immediate payment. The Convertible Debenture is currently in default, and the Company is currently working with the holder on extending the due date of the Convertible Debenture. The conversion price is $0.06 per share. At June 30, 2021 and December 31, 2020, the accrued interest was $3,459 and $2,864, respectively.

Warrants

On August 13, 2018, the Company issued 650,000 warrants in conjunction with a debt settlement agreement. These warrants were valued at $6,017 using the Black Scholes valuation model and the following inputs: an exercise price of $0.10 per share, interest rate of 2.68%, volatility of 233.70% and a life of 3 years.

The following is a schedule of the Company’s outstanding common stock purchase warrants:

	Warrants	Exercise Price
Outstanding and exercisable, December 31, 2019	650,000	$	0.10
Expired	-	$	-
Outstanding and exercisable, December 31, 2020	650,000	$	0.10
Expired	-	$	-
Outstanding and exercisable, June 30, 2021	650,000	$	0.10

The following is a summary of the common stock purchase warrants outstanding as of June 30, 2021:

Exercise Price ($)		Number of Warrants	Expiration date
$	0.10	650,000	August 13, 2021
		650,000

Item 12. Indemnification of Directors and Officers.

Our Articles of Incorporation and bylaws both provide for the indemnification of our officers and directors to the fullest extent permitted by the Nevada Revised Statutes. These provisions state that certain persons (hereinafter called “lndemnitees”) may be indemnified by a Nevada corporation pursuant to the provisions of applicable law, namely, any person (or the heirs, executors or administrators of such person) who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative, by reason of the fact that such person is or was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise. The Company will indemnify the Indemnitees in each and every situation where the Company is obligated to make such indemnification pursuant to the aforesaid statutory provisions. The Company will also indemnify the Indemnitees in each and every situation where, under the aforesaid statutory provisions, the Company is not obligated, but is nevertheless permitted or empowered, to make such indemnification. Before making such indemnification with respect to any situation covered

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under the foregoing sentence, the Company will make a determination as to whether each Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee’s conduct was unlawful. No such indemnification shall be made (where not required by statute) unless it is determined that such Indemnitee acted in good faith and in a manner such Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, in the case of any criminal action or proceeding, had no reasonable cause to believe that such Indemnitee’s conduct was unlawful.

Item 13. Financial Statements and Supplementary Data.

The information required by this item may be found beginning on page F-1 of this Registration Statement and are incorporated herein by reference.

Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

We have had no disagreements with our independent auditors on accounting or financial disclosures.

Item 15. Financial Statements and Exhibits.

(a) Financial Statements

Financial Statements:

For the Years Ended December 31, 2020 and 2019:

Report of Independent Registered Public Accounting Firm

Balance Sheets as of December 31, 2020 and 2019

Statements of Operations for the years ended December 31, 2020 and 2019

Statements of Changes in Stockholders ’ Deficit for the years ended December 31, 2020 and 2019

Statement s of Cash Flows for the years ended December 31, 2020 and 2019

Notes to Financial Statements

For the Three and Six Months Ended June 30, 2021 and 2020:

Balance Sheets at June 30, 2021 and December 31, 2020 (unaudited)

Statement s of Operations for the three and six months ended June 30, 2021 and 2020 (unaudited)

Statement s of Changes in Stockholders Deficit for the three and six months ended June 30, 2021 and 2020 (unaudited)

Statement of Cash Flows for the six months ended June 30, 2021 and 2020 (unaudited)

Notes to Financial Statements (Unaudited)

(b) Exhibits.

See the Exhibit Index below which is incorporated by reference.

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iWallet Corp.

Financial Statements

For the Years Ended December 31, 2020 and 2019

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Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders

iWallet Corporation

Reno, NV

Opinion on the Financial Statements

We have audited the accompanying balance sheet of iWallet Corporation (the Company) as of December 31, 2020 and 2019, and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Going Concern Considerations

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses since inception and has not achieved profitable operations, which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

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Going Concern - Disclosure

The financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Considerations” above, the Company has a history of recurring net losses, a significant accumulated deficit and currently has net working capital deficit. The Company has contractual obligations, such as commitments for repayments of interest payable, due to related party, and convertible debentures (collectively “obligations”). Currently, management’s forecasts and related assumptions illustrate their ability to meet the obligations through management of expenditures, resumption of its planned business operations, obtaining additional debt financing, and issuance of capital stock for additional funding to meet its operating needs. Should there be constraints on the ability to resume its planned business operations or access financing through stock issuances, the Company will continue to manage cash outflows and meet the obligations through debt financing.

We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments to conclude that it is probable that the Company’s plans will be effectively implemented and will provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining it is probable that the Company’s plans will be effectively implemented include its ability to manage expenditures, its ability to access funding from the capital market, its ability to obtain debt financing, and the successful resumption of its planned business operations. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included the following, among others, evaluation the probability that the Company will be able to: (i) access funding from the capital market; (ii) manage expenditures (iii) obtain debt financing, and (iv) resume its planned business operations.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2021.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

September 28, 2021

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iWallet Corp.

Balance Sheets

		December 31, 2020		December 31, 2019
Assets
Current Assets
	Cash	$	11,990	$	20,068
Total Current Assets			11,990		20,068

Intangible Assets, net			-		2,218
Total Assets		$	11,990	$	22,286

Liabilities and Stockholders’ Deficit
Liabilities
Current Liabilities
	Account Payable	$	-	$	249
	Accrued Liabilities		-		40
	Accrued Interest Payable		272,831		212,680
	Due to Related Party		4,647		4,647
	Convertible Debentures - Current Portion		504,500		492,500
Total Current Liabilities			781,978		710,116

Convertible Debentures - less Current Portion			-		12,000
Total Liabilities			781,978		722,116

Stockholders’ Deficit
	Common stock; par value $0.001, 75,000,000 shares authorized; 37,819,419 shares issued and outstanding		37,819		37,819
	Additional Paid-in Capital		3,952,563		3,952,563
	Accumulated Deficit		(4,760,370)		(4,690,212)
Total Stockholders’ Deficit			(769,988)		(699,830)
Total Liabilities and Stockholders’ Deficit		$	11,990	$	22,286

The accompanying notes are an integral part of these audited financial statements.

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iWallet Corp.

Statements of Operations

		For the Years Ended
		December 31, 2020		December 31, 2019
Revenues		$	-	$	-

Operating Expenses
	Amortization Expense		2,218		7,769
	General and Administrative Expenses		7,789		16,122
Total Operating Expenses			10,007		23,891
Operating Loss			(10,007)		(23,891)

Other Income (Expense)
	Interest Expense		(60,151)		(59,312)
Total Other Income (Expense)			(60,151)		(59,312)
Net Loss		$	(70,158)	$	(83,203)

Loss per Share - Basic and Diluted		$	(0.00)	$	(0.00)

Weighted Average Common Shares - Basic and Diluted			37,819,419		37,819,419

The accompanying notes are an integral part of these audited financial statements.

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iWallet Corp.

Statements of Changes in Stockholders’ Deficit

For the Years Ended December 31, 2020 and 2019

	Common Shares
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total Stockholders’ Deficit

Balance at December 31, 2018	37,819,419	$	37,819	$	3,952,563	$	(4,607,009)	$	(616,627)
Net Loss for the Year	-		-		-		(83,203)		(83,203)
Balance at December 31, 2019	37,819,419		37,819		3,952,563		(4,690,212)		(699,830)
Net Loss for the Year	-		-		-		(70,158)		(70,158)
Balance at December 31, 2020	37,819,419	$	37,819	$	3,952,563	$	(4,760,370)	$	(769,988)

The accompanying notes are an integral part of these audited financial statements.

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iWallet Corp.

Statements of Cash Flows

		For the Years Ended
		December 31, 2020		December 31, 2019
Cash Flows from Operating Activities:
Net Loss for the Year		$	(70,158)	$	(83,203)
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
	Amortization		2,218		7,769
Changes in Operating Assets and Liabilities
	Decrease in Accounts Payable		(249)		(6,000)
	Decrease in Accrued Liabilities		(40)		-
	Increase in Accrued Interest Payable		60,151		59,312
Net Cash Used in Operating Activities			(8,078)		(22,122)

Cash Flows from Investing Activities:			-		-

Cash Flows from Financing Activities:			-		-

Net Decrease in Cash			(8,078)		(22,122)
Cash at Beginning of Year			20,068		42,190
Cash at End of Year		$	11,990	$	20,068

Supplemental Disclosure Information:
	Interest Paid in Cash	$	-	$	-
	Income Taxes paid in Cash	$	-	$	-

The accompanying notes are an integral part of these audited financial statements.

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iWallet Corp.

Notes to Financial Statements

December 31, 2020 and 2019

1. Nature of Business and Going Concern

iWallet Corp (“the Company”) has been engaged in the design, development, manufacturing and sales of bio-metric locking wallets, which operate by scanning a user’s fingerprint to open the wallet.

iWallet Corporation (“iWallet”) was incorporated on November 18, 2009 in the State of California and is located at 7394 Trade Street, San Diego, California 92121. On July 21, 2014 the Company merged with iWallet Acquisition Corporation (the “Acquisition Sub”) (“the Merger”), a subsidiary formed by Queensridge Mining Resources, Inc. (“Queensridge”) for purposes of the Merger, which resulted in the Company becoming a wholly-owned subsidiary of Queensridge. Immediately following the merger, the Acquisition Sub merged with and into Queensridge. Queensridge immediately changed its name to iWallet Corp and is continuing the business of iWallet as its only line of business.

The Company began trading on July 21, 2014 on the OTCQB Exchange under the ticker symbol IWAL. The Company’s functional currency is the U.S. Dollar.

The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (‘U.S. GAAP’), which contemplates continuation of the Company as a going concern.

As of December 31, 2020, the Company has a deficit of $4,760,370 (2019 - $4,690,212) and has significant losses and negative cash flows from operations. The Company completed a public listing transaction which raised additional funds and includes warrant agreements which may provide additional funds. However, there is no certainty that the Company will be successful in generating sufficient cash flow from operations or achieving and maintaining profitable operations in the near future to enable it to meet its obligations as they come due. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon achieving profitable operations.

Management has raised additional capital through private placement offerings and has plans to raise funds through public offering of its capital stock. While the Company has been successful in securing such financing in the past, there is no assurance that it will be able to do so in the future. Accordingly, these financial statements do not give effect to adjustments, relating to the recoverability and classification of recorded assets, or the amounts of and classifications of liabilities that might be necessary in the event the Company cannot continue in existence.

These financial statements do not include any adjustments relating to the recoverability and classification of the recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. All adjustments, consisting only of normal recurring items, considered necessary for fair presentation have been included in these financial statements.

2. Significant Accounting Policies

Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expense during the reporting period. Actual results could differ from those estimates. Significant estimates include amounts for useful lives of patents, trademarks, software and website development costs.

Intangible assets

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Patents and trademarks are measured at cost. Legal fees associated with patents and trademarks, which are expected to be issued, are recorded as patents and trademarks on the balance sheets. Upon approval by the relevant patent office, the patents and trademarks are amortized over their respective expected lives. Patent and trademark costs associated with patents or trademarks which are not approved or are abandoned, are expensed in the period in which such patents are not approved.

Website development costs relating to website and mobile application and software development are also capitalized and amortized over its estimated useful life of three years.

Fair value of financial instruments

ASC Topic 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. Included in the ASC Topic 820 framework is a three level valuation inputs hierarchy with Level 1 being inputs and transactions that can be effectively fully observed by market participants spanning to Level 3 where estimates are unobservable by market participants outside of the Company and must be estimated using assumptions developed by the Company. The Company discloses the lowest level input significant to each category of asset or liability valued within the scope of ASC Topic 820 and the valuation method as exchange, income or use. The Company uses inputs which are as observable as possible and the methods most applicable to the specific situation of each company or valued item.

The carrying amounts of cash, accounts payable, accrued liabilities, due to related party, and convertible debentures approximate fair value because of their short-term nature. Per ASC Topic 820 framework these are considered Level 2 inputs where inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Interest rate risk is the risk that the value of a financial instrument might be adversely affected by a change in the interest rates. The bank indebtedness has a variable interest rate, which results in an exposure to interest rate risk resulting from an increase in rates. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities. All other liabilities are non-interest bearing.

Revenue recognition

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consulting contracts with others desiring to operate in the smart wallet sector. Revenue is recognized in accordance with ASC 606. The Company performs the following five steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract, and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company applies the five-step model to arrangements that meet the definition of a contract under Topic 606, including when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. At contract inception, once the contract is determined to be within the scope of Topic 606, the Company evaluates the goods or services promised within each contract related performance obligation and assesses whether each promised good or service is distinct. The Company recognizes as revenue, the amount of the transaction price that is allocated to the respective performance obligation when (or as) the performance obligation is satisfied.

The Company did not recognize any revenues during the years ended December 31, 2020 and 2019.

Concentrations of credit risk

The Company’s cash balances are maintained in bank accounts in the United States. Deposits held in banks in the United States are insured up to $250,000 per depositor for each bank by the Federal Deposit Insurance Corporation. Actual balances at times may exceed these limits.

Loss per share of common stock

Loss per common share (basic and diluted) is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Common stock equivalents are excluded from the computation of diluted loss per share when their effect is anti-dilutive. At December 31, 2020 and 2019, diluted loss per share and the weighted average number of shares of common stock exclude 650,000 and 650,000, respectively, potentially dilutive warrants (note 8), and approximately 5.3 million and 4.9 million, respectively, potentially convertible debenture shares (note 6), since their effect is anti-dilutive.

Income taxes

3. Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

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4. Intangible Assets

	December 31, 2020
	Cost		Accumulated Amortization		Net Book Value
Patents	$	78,619	$	78,619	$	-
Trademarks		16,909		16,909		-
Software		51,680		51,680		-
Website Development		16,000		16,000		-
	$	163,208	$	163,208	$	-

	December 31, 2019
	Cost		Accumulated Amortization		Net Book Value
Patents	$	78,619	$	77,569	$	1,050
Trademarks		16,909		16,909		-
Software		51,680		50,512		1,168
Website Development		16,000		16,000		-
	$	163,208	$	160,990	$	2,218

Amortization for the years ended December 31, 2020 and 2019 was $2,218 and $7,769, respectively.

5. Related Party Transactions and Balances

	December 31, 2020		December 31, 2019
Current Liabilities
Due to Related Party	$	4,647	$	4,647

The above balances are non-interest bearing, unsecured and due on demand. The related party is affiliated by virtue of common ownership.

6. Convertible Debentures

In fiscal 2015, the Company issued two tranches, one in April and one in September, of secured convertible debentures with identical terms and maturity dates (together, “the Debentures”) for gross proceeds of $492,500. The Company incurred $39,400 in broker’s commissions resulting in net proceeds of $453,100. The Debentures bear interest at a rate of 8% per annum, with interest payments due semi-annually. originally matured on April 30, 2017, and became immediately due and payable at the request of the holders. Subsequently, the holders agreed to extend the maturity date in the Debentures to April 30, 2022. The Debentures are convertible at any time, in whole, to shares of common stock at a conversion price of $0.15 per share. At December 31, 2020 and 2019, the accrued interest was $269,967 and $211,020, respectively, resulting in a total of approximately 5.1 million and 4.7 million “if-converted” common shares, respectively.

The conversion feature was determined to be an embedded derivative; however, since the instrument is a conventional convertible debenture the conversion feature was not bifurcated. Additionally, the conversion feature was determined not to be beneficial in both tranches as the fair value of the Company's share price at the date of issuance was less than the conversion price. Accordingly, no proceeds were allocated to the value of the conversion feature on initial recognition.

As previously noted, the Company has adopted ASU 2015-03 “Imputation of Interest” and as a result has recognized the convertible debentures net of the related issuance costs of $39,400. These costs were realized using an effective interest rate of 13.06%, for the April tranche and 13.83% for the September tranche. Imputed interest expense has been fully recognized prior to the years ended December 31, 2020 and 2019.

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On August 13, 2018, the Company entered into a secured convertible debenture agreement (the “convertible debenture”) with a service provider amounting to $12,000. The convertible debentures bear interest at 10% per annum calculated monthly and payable on maturity and had a maturity date of August 13, 2021. This debenture is currently in default. The conversion price is $0.06 per share. At December 31, 2020 and 2019, the accrued interest was $2,864 and $1,660, respectively, resulting in a total of approximately 248,000 and 228,000 “if-converted” common shares, respectively.

7. Share Capital

The Company is authorized to issue 75,000,000 shares of Common Stock with a par value of $0.001 and had 37,819,419 shares of Common Stock issued and outstanding as of December 31, 2020 and 2019. The Company had no stock issuances during the year ended December 31, 2020 or 2019.

8. Warrants

The following is a continuity schedule of the Company’s common stock purchase warrants:

	Warrants	Exercise Price
Outstanding and exercisable, December 31, 2018	650,000	$	0.10
Expired	-	$	-
Outstanding and exercisable, December 31, 2019	650,000	$	0.10
Expired	-	$	-
Outstanding and exercisable, December 31, 2020	650,000	$	0.10

The following is a summary of the common stock purchase warrants outstanding as of December 31, 2020:

Exercise Price ($)		Number of Warrants	Expiration date
$	0.10	650,000	August 13, 2021
		650,000

9. Income Taxes

Components of (loss) income before income taxes consists of the following:

	2020			2019
U.S.	$	(70,158)		$	(83,203)

The provision (recovery) for income taxes consists of the following:

	2020		2019
Current
Federal	$	-	$	-
State		-		-
		-		-
Deferred	$	-	$	-

The reconciliation of the provision (recovery) for income taxes based on the combined U.S. statutory federal and state tax rate of 25.75% (Federal - 21%; State - 5.75%, net of Federal benefit) to the effective tax rates:

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	2020		2019
Net loss before recovery of income taxes	$	(70,158)	$	(83,203)
Statutory rate		26.75%		26.75%
Expected income tax recovery	$	(18,767)	$	(22,257)
Non-deductible expenses		-		-
Change in valuation allowance		18,767		22,257
Recovery of income taxes	$	-	$	-

The components of deferred taxes are as follows:

	2020		2019
Deferred tax assets (liabilities)
Net operating losses	$	1,273,399	$	1,254,632
Valuation allowance		(1,273,399)		(1,254,632)
	$	-	$	-

The Company has non-capital income tax losses that will begin to expire in 2031 through 2038.

The Company calculates its income tax expense by estimating the annual effective tax rate and applying that rate to the year-to-date ordinary income at the end of the period. The Company records a tax valuation allowance when it is more likely than not that it will not be able to recover the value of its deferred tax assets. As of December 31, 2020 and 2019, the Company calculated its estimated annualized effective tax rate at 0% and 0%, respectively. The Company had no income tax expense on its $70,158 pre-tax loss for the year ended December 31, 2020. The Company recognized no income tax expense based on its $83,203 pre-tax loss for the year ended December 31, 2019.

The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. The Company recognizes interest accrued on uncertain tax positions as well as interest received from favorable tax settlements within interest expense. The Company recognizes penalties accrued on unrecognized tax benefits within general and administrative expenses. As of December 31, 2020 and 2019, the Company had no uncertain tax positions.

The Company does not anticipate any significant changes to the total amounts of unrecognized tax benefits in the next twelve months. In many cases the Company's uncertain tax positions are related to tax years that remain subject to examination by tax authorities. The following describes the open tax years, by major tax jurisdiction, as of December 31, 2020:

Federal	2017 - present
State	2017 - present

10. Commitments and Contingencies

Legal Matters

From time to time, the Company may be involved in a variety of claims, suits, investigations and proceedings arising from the ordinary course of our business, collections claims, breach of contract claims, labor and employment claims, tax and other matters. Although claims, suits, investigations and proceedings are inherently uncertain and their results cannot be predicted with certainty, the Company believes that the resolution of current pending matters will not have a material adverse effect on its business, financial

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position, results of operations or cash flow. Regardless of the outcome, litigation can have an adverse impact on the Company because of legal costs, diversion of management resources and other factors.

11. Subsequent Events

Management has evaluated subsequent events, in accordance with FASB ASC Topic 855, “Subsequent Events,” through the date these financial statements were issued and noted no items requiring disclosure, except as noted below:

On June 30, 2021, the Company issued 2,500,000 shares of common stock to a vendor for settlement of $24,450 in accounts payable. The stock price was $0.041/share for a total value of $102,500, and the Company recognized a loss on settlement of accounts payable of $78,050.

On August 12, 2021, the Company issued 12,500,000 shares of common stock valued at $206,250 to its CEO, Mr. Steven Cabouli, for services rendered.

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iWallet Corp.

Unaudited Financial Statements

For the Six Months Ended June 30, 2021

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iWallet Corp.

Balance Sheets

(Unaudited)

		June 30, 2021		December 31, 2020
Assets
Current Assets
	Cash	$	7,505	$	11,990
	Accounts Receivable		49,100		-
Total Current Assets			56,605		11,990

Total Assets		$	56,605	$	11,990

Liabilities and Stockholders' Deficit
Liabilities
Current Liabilities
	Account Payable	$	249	$	-
	Accrued Interest Payable		304,445		272,831
	Due to Related Party		4,647		4,647
	Convertible Debentures		504,500		504,500
Total Current Liabilities			813,841		781,978

Total Liabilities			813,841		781,978

Stockholders' Deficit
	Common stock; par value $0.001, 75,000,000 shares authorized; 40,319,419 and 37,819,419 shares issued and outstanding at June 30, 2021 and December 31, 2020, respectively		40,319		37,819
	Additional Paid-in Capital		4,052,563		3,952,563
	Accumulated Deficit		(4,850,118)		(4,760,370)
Total Stockholders' Deficit			(757,236)		(769,988)
Total Liabilities and Stockholders' Deficit		$	56,605	$	11,990

The accompanying notes are an integral part of these unaudited financial statements.

F-16

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iWallet Corp.

Statements of Operations

(Unaudited)

		For the Three Months Ended				For the Six Months Ended
		June 30, 2021		June 30, 2020		June 30, 2021		June 30, 2020
Revenues		$	49,100	$	-	$	49,100	$	-
Cost of Sales			24,450		-		24,450		-
Gross Profit			24,650		-		24,650		-

Operating Expenses
	Amortization Expense		-		1,109		-		2,218
	General and Administrative Expenses		1,870		1,326		4,735		3,708
Total Operating Expenses			1,870		2,435		4,735		5,926
Operating Loss			22,780		(2,435)		19,915		(5,926)

Other Income (Expense)
	Loss on Settlement of Accounts Payable		(78,050)		-		(78,050)		-
	Interest Expense		(16,026)		(15,116)		(31,613)		(29,642)
Total Other Income (Expense)			(94,076)		(15,116)		(109,663)		(29,642)
Net Loss		$	(71,296)	$	(17,551)	$	(89,748)	$	(35,568)

Loss per Share - Basic and Diluted		$	(0.00)	$	(0.00)	$	(0.00)	$	(0.00)

Weighted Average Common Shares - Basic and Diluted			37,819,419		37,819,419		37,819,419		37,819,419

The accompanying notes are an integral part of these unaudited financial statements.

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iWallet Corp.

Statement of Stockholders’ Deficit

(Unaudited)

For the Three and Six Months Ended June 30, 2021 and 2020

	Common Shares
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total

Balance at December 31, 2020	37,819,419	$	37,819	$	3,952,563	$	(4,760,370)	$	(769,988)
Net Loss for the Period	-		-		-		(18,452)		(18,452)
Balance at March 31, 2020	37,819,419		37,819		3,952,563		(4,778,822)		(788,440)
Issuance of Common Stock for Settlement of Debt	2,500,000		2,500		100,000		-		102,500
Net Loss for the Period	-		-		-		(71,296)		(71,296)
Balance at June 30, 2021	40,319,419	$	40,319	$	4,052,563	$	(4,850,118)	$	(757,236)

	Common Shares
	Shares	Amount		Additional Paid-in Capital		Accumulated Deficit		Total

Balance at December 31, 2019	37,819,419	$	37,819	$	3,952,563	$	(4,690,212)	$	(699,830)
Net Loss for the Period	-		-		-		(18,017)		(18,017)
Balance at March 31, 2020	37,819,419		37,819		3,952,563		(4,708,229)		(717,847)
Net Loss for the Period	-		-		-		(17,551)		(17,551)
Balance at June 30, 2020	37,819,419	$	37,819	$	3,952,563	$	(4,725,780)	$	(735,398)

The accompanying notes are an integral part of these unaudited financial statements.

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iWallet Corp.

Statements of Cash Flows

(Unaudited)

		For the Six Months Ended
		June 30, 2021		June 30, 2020
Cash Flows from Operating Activities:
Net Loss		$	(89,748)	$	(35,568)
	Amortization		-		2,218
	Loss on Settlement of Accounts Payable		78,050		-
Adjustments to Reconcile Net Loss to Net Cash Used in Operating Activities
	Increase in Accounts Receivable		(49,100)		-
	Increase (Decrease) in Accounts Payable		24,699		(249)
	Increase in Accrued Interest Payable		31,614		29,642
Net Cash Used in Operating Activities			(4,485)		(3,957)

Cash Flows from Investing Activities:			-		-

Cash Flows from Financing Activities:			-		-

Net Increase in Cash			(4,485)		(3,957)
Cash at Beginning of Period			11,990		20,068
Cash at End of Period		$	7,505	$	16,111

Supplemental Disclosure Information:
	Interest Paid in Cash	$	-	$	-
	Income Taxes paid in Cash	$	-	$	-

Schedule of Non-Cash Investing and Financing Activities:
	Issuance of Common Stock for Settlement of Accounts Payable	$	24,450	$	-

The accompanying notes are an integral part of these unaudited financial statements.

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iWallet Corp.

Notes to Unaudited Financial Statements

June 30, 2021

1. Nature of Business and Going Concern

iWallet Corp (“the Company”) is engaged in the design, development, manufacturing and sales of bio-metric locking wallets, which operate by scanning a user’s fingerprint to open the wallet.

The Company began trading on July 21, 2014 on the OTCQB Exchange under the ticker symbol IWAL. The Company’s functional currency is the U.S. Dollar.

As of June 30, 2021, the Company has a deficit of $4,850,118 and has significant losses and negative cash flows from operations. The Company completed a public listing transaction which raised additional funds and includes warrant agreements which may provide additional funds. However, there is no certainty that the Company will be successful in generating sufficient cash flow from operations or achieving and maintaining profitable operations in the near future to enable it to meet its obligations as they come due. As a result, there is substantial doubt regarding the Company’s ability to continue as a going concern. The future of the Company is dependent upon its ability to obtain financing and upon achieving profitable operations.

2. Significant Accounting Policies

Estimates

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Allowance for doubtful accounts

The Company extends unsecured credit to its customers in the ordinary course of business but mitigates the associated credit risk by performing credit checks and actively pursuing past due accounts. An allowance for doubtful accounts is estimated and recorded based on management’s assessment of the credit history with the customer and the current relationships with them. On this basis management has determined that an allowance for doubtful accounts of $0 was appropriate as of June 30, 2021 and December 31, 2020.

Intangible assets

Website development costs relating to website and mobile application and software development are also capitalized and amortized over its estimated useful life of three years.

Fair value of financial instruments

The carrying amounts of cash, accounts payable, accrued liabilities, due to related party and convertible debentures approximate fair value because of their short-term nature. Per ASC Topic 820 framework these are considered Level 2 inputs where inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

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interest rate risk resulting from an increase in rates. In seeking to minimize the risks from interest rate fluctuations, the Company manages exposure through its normal operating and financing activities. All other liabilities are non-interest bearing.

Revenue recognition

During the six months ended June 30, 2021 and 2020, the Company earned $49,100 and $0, respectively, in consulting revenue.

Concentrations of credit risk

Loss per share of common stock

Loss per common share (basic and diluted) is computed by dividing the net loss by the weighted average number of shares of common stock outstanding during the period. Common stock equivalents are excluded from the computation of diluted loss per share when their effect is anti-dilutive. As of June 30, 2021 and December 31, 2020, diluted loss per share and the weighted average number of shares of common stock exclude 650,000 and 650,000, respectively, potentially dilutive warrants (note 8) and approximately 5.6 million and 5.3 million, respectively, potentially convertible debenture shares (note 6), since their effect is anti-dilutive.

Income taxes

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3. Recently Issued Accounting Standards

Management does not believe that any recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying financial statements.

4. Intangible Assets

	June 30, 2021 and December 31, 2020
	Cost		Accumulated Amortization		Net Book Value
Patents	$	78,619	$	78,619	$	-
Trademarks		16,909		16,909		-
Software		51,680		51,680		-
Website Development		16,000		16,000		-
	$	163,208	$	163,208	$	-

Amortization for the six months ended June 30, 2021 and 2020 was $0 and $2,218 respectively.

5. Related Party Transactions and Balances

	June 30, 2021		December 31, 2020
Current Liabilities
Due to Related Party	$	4,647	$	4,647

The above balances are non-interest bearing, unsecured and due on demand. The related party is affiliated by virtue of common ownership.

6. Convertible Debentures

In fiscal 2015, the Company issued two tranches, one in April and one in September, of secured convertible debentures with identical terms and maturity dates (together, “the Debentures”) for gross proceeds of $492,500. The Company incurred $39,400 in broker’s commissions resulting in net proceeds of $453,100. The Debentures bear interest at a rate of 8% per annum, with interest payments due semi-annually. The Debentures originally matured on April 30, 2017, and became immediately due and payable at the request of the note holders. Subsequently, the holders agreed to extend the maturity date in the Debentures to April 30, 2022. The Debentures are convertible at any time, in whole, to shares of common stock at a conversion price of $0.15 per share. At June 30, 2021 and December 31, 2020, the accrued interest was $300,986 and $269,967, respectively, resulting in a total of approximately 5.3 million and 5.1 million “if-converted” shares of common stock, respectively.

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On August 13, 2018, the Company entered into a secured convertible debenture agreement (the “convertible debenture”) with a service provider amounting to $12,000. The convertible debenture bears interest at 10% per annum calculated monthly and payable on maturity and had a maturity date of August 13, 2021. This debenture is currently in default. The debenture became immediately due and payable in default at the request of the holder. The conversion price is $0.06 per share. At June 30, 2021 and December 31, 2020, the accrued interest was $3,459 and $2,864, respectively, resulting in a total of approximately 258,000 and 248,000 “if-converted” shares of common stock, respectively.

7. Share Capital

The Company is authorized to issue 75,000,000 shares of Common Stock with a par value of $0.001 and had 40,319,419 and 37,819,419 shares of Common Stock issued and outstanding as of June 30, 2021 and December 31, 2020, respectively.

On June 30, 2021, the Company issued 2,500,000 shares of Common Stock to a vendor for settlement of $24,450 in accounts payable. The stock price was $0.041 for a total value of $102,500 and the Company recognized a loss on settlement of accounts payable of $78,050.

8. Warrants

The following is a continuity schedule of the Company’s common stock purchase warrants:

	Warrants	Exercise Price
Outstanding and exercisable, December 31, 2019	650,000	$	0.10
Expired	-	$	-
Outstanding and exercisable, December 31, 2020	650,000	$	0.10
Expired	-	$	-
Outstanding and exercisable, June 30, 2021	650,000	$	0.10

The following is a summary of the common stock purchase warrants outstanding as of March 31, 2021:

Exercise Price ($)		Number of Warrants	Expiration date
$	0.10	650,000	August 13, 2021
		650,000

9. Commitments and Contingencies

Legal Matters

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10. Subsequent Events

On August 12, 2021, the Company issued 12,500,000 shares of common stock valued at $206,250 to its CEO, Mr. Cabouli, for services rendered.

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Item 15. (b) Exhibits.

EXHIBIT INDEX

Exhibit		Description

3.1		Articles of Incorporation (incorporated by reference to Registration Statement on Form S-1 filed on August 12, 2010; File No. 333-168775; Exhibit 3.1 thereto)

3.2		Bylaws (incorporated by reference to Registration Statement on Form S-1 filed on August 12, 2010; File No. 333-168775; Exhibit 3.2 thereto)

10.1*		Secured Convertible Debenture issued by iWallet Corporation to 7806221 Canada Inc.

10.2*		Secured Convertible Debenture issued by iWallet Corporation to Jesse Kaplan

10.3*		Secured Convertible Debenture issued by iWallet Corporation to Mary Anne Alton

10.4*		Secured Convertible Debenture issued by iWallet Corporation to Michael B. Stein

10.5*		Secured Convertible Debenture issued by iWallet Corporation to Sanctum Sanctorum Inc.

10.6*		Secured Convertible Debenture issued by iWallet Corporation to Sandy Pascuzzi

10.7*		Secured Convertible Debenture issued by iWallet Corporation to Stuart Adair

10.8*		Secured Convertible Debenture issued by iWallet Corporation to Sudha Raman

10.9*		Secured Convertible Debenture issued by iWallet Corporation to Thomas Keevil

10.10*		Secured Convertible Debenture issued by iWallet Corporation to LH Technology Acquisitions, LLC.

10.11*		Secured Convertible Debenture issued by iWallet Corporation to Robbie Iachetta

10.12*		Secured Convertible Debenture issued by iWallet Corporation to Richard Goldstein

10.13*		Secured Convertible Debenture issued by iWallet Corporation to Donal Carroll

10.14*		Secured Convertible Debenture issued by iWallet Corporation to Fortius Research and Trading Corp.

10.15*		Secured Convertible Debenture issued by iWallet Corporation to Prospect Pluto Enterprises Ltd..

* Filed herewith.

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Exhibit		Description

10.16		Manufacturing and Supply Agreement (incorporated by reference to Registration Statement on Form S-1/A filed on October 17, 2014; File No. 333-168775; Exhibit 10.1 thereto)

10.17*		Secured Convertible Debenture issued by iWallet Corporation to 7806221 Canada Inc.

10.18*		Secured Convertible Debenture issued by iWallet Corporation to Jesse Kaplan

10.19*		Secured Convertible Debenture issued by iWallet Corporation to Mary Anne Alton

10.20*		Secured Convertible Debenture issued by iWallet Corporation to Michael B. Stein

10.21*		Secured Convertible Debenture issued by iWallet Corporation to Sanctum Sanctorum Inc.

10.22*		Secured Convertible Debenture issued by iWallet Corporation to Sandy Pascuzzi

10.23*		Secured Convertible Debenture issued by iWallet Corporation to Stuart Adair

10.24*		Secured Convertible Debenture issued by iWallet Corporation to Sudha Raman

10.25*		Secured Convertible Debenture issued by iWallet Corporation to Thomas Keevil

10.26*		Secured Convertible Debenture issued by iWallet Corporation to Robbie Iachetta

10.27*		Secured Convertible Debenture issued by iWallet Corporation to Richard Goldstein

10.28*		Secured Convertible Debenture issued by iWallet Corporation to Donal Carroll

10.29*		Secured Convertible Debenture issued by iWallet Corporation to Fortius Research and Trading Corp.

10.30*		Secured Convertible Debenture issued by iWallet Corporation to Prospect Pluto Enterprises Ltd..

* Filed herewith.

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SIGNATURES

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

		IWALLET CORPORATION
		(Registrant)

Date: November 4, 2021	By:	/s/ Steven Cabouli
		Steven Cabouli
		President & CEO Director

UNLESS PERMITTED UNDER SECURITIES LEGISLATION, THE HOLDER OF THIS DEBENTURE MUST NOT TRADE THE DEBENTURE BEFORE THE DATE THAT IS 4 MONTHS AND A DAY AFTER THE LATER OF (I) APRIL 30, 2015 AND (II) THE DATE THE CORPORATION BECOMES A REPORTING ISSUER IN ANY PROVINCE OR TERRITORY THE SECURITIES REPRESENTED BY THIS DEBENTURE, AND THE SECURITIES INTO WHICH IT IS CONVERTIBLE, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR REGISTERED OR QUALIFIED UNDER ANY STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE SOLD, TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS SUCH SALE, TRANSFER, PLEDGE OR HYPOTHECATION IS IN ACCORDANCE WITH SUCH ACT AND APPLICABLE STATE SECURITIES LAWS.

SECURED CONVERTIBLE DEBENTURE

Principal Amount: US$10,000

Maturity Date: April 30, 2017

1. Promise to Pay. FOR VALUE RECEIVED, the undersigned, iWallet Corporation (the “Company”) promises to pay to or to the order of 7806221 Canada Inc., 71 Clairton Crescent, Toronto, Ontario M6N 2M7 (the “Holder”), or such other place and/or person as the Holder may by notice in writing to the Company direct, the principal amount of $10,000 in lawful money of the United States of America (the “Principal Amount”), together with all other moneys which may from time to time be owing hereunder or pursuant hereto, as hereinafter provided on and subject to the following terms and conditions:

2. Definitions. As used herein, the following terms shall have the following respective meanings, unless the context otherwise requires:

“Business Day” means any day except Saturday, Sunday or any other day on which chartered banks in the City of Toronto are generally not open for business.

“Capital Reorganization” has the meaning ascribed thereto in Section 8 hereof.

“Common Shares” means the common shares in the capital of the Company as such shares exist at the close of business on the date of execution and delivery of this Debenture; provided that in the event of a change, subdivision, reclassification or consolidation thereof or successive changes, subdivisions, reclassifications or consolidations, then, subject to adjustments, if any, having been made in accordance with Section 6, “Common Shares” shall thereafter mean the shares resulting from such change, subdivision, reclassification or consolidation.

“Common Share Reorganization” has the meaning ascribed thereto in Section 8 hereof.

“Company” means iWallet Corporation, a corporation incorporated under the laws

of the State of California.

“Conversion Date” means the date on which this Debenture is surrendered for conversion.

“Conversion Price” means USD$0.15 per Common Share.

“Debenture” means this convertible debenture as it may be amended or supplemented from time to time.

“Encumbrance” means any mortgage, charge, hypothec, pledge, security interest, encumbrance, lien or deposit arrangement or any other arrangement or condition that in substance secures the payment of any indebtedness or liability or the observance or performance of any obligation, regardless of form and whether consensual or arising from law, statutory or otherwise;

“Event of Default” means any one or more of the events described in Section 15 hereof.

“Holder” means the holder of this Debenture specified on the cover page of the Debenture, and “Holders” mean the holder of all Debentures issued pursuant to an agency agreement between the Company and the First Republic Capital Corporation, dated April 30, 2015.

“Intellectual Property Rights” means the intellectual property set out in Schedule C.

“Maturity Date” means April 30, 2017.

“Official Body” means any government or political subdivision or any agency, authority, bureau, central bank, commission, department or instrumentality of either, or any court, tribunal, grand jury or arbitrator, whether foreign or domestic;

“Person” includes an individual, a trust, a partnership, a body corporate or politic, a syndicate, a joint venture, a company, an association and any other form of incorporated or unincorporated organization or entity.

“Permitted Encumbrances” means collectively:

(a)liens for taxes, assessments and governmental charges not yet due or, if due, the validity of which is being diligently contested in good faith and by appropriate proceedings and in respect of which adequate provision has been made on the books of the Company;

(b)mechanics', workers', repairers' or other like possessory liens in respect of any personal property, arising in the ordinary course of business for amounts the payment of which is either not yet due or, if due, representing, in the aggregate, less than Ten Thousand Dollars ($10,000) or, if greater than such amount, the validity of which is being contested in good faith and by appropriate

proceedings and in respect of which adequate provision has been made on the books of the Company;

(c)liens arising out of judgments or awards representing, in the aggregate, less than Ten Thousand Dollars ($10,000) or, if greater than such amount, with respect to which at any time an appeal or proceeding for review is being prosecuted in good faith and by appropriate proceedings and in respect of which adequate provision has been made on the books of the Company, and with respect to which there shall have been secured a stay of execution pending such appeal or proceeding for review;

(d)servitudes, easements, restrictions, rights-of-way and other similar rights in real or immovable property or any interest therein which will not in the aggregate materially impair any Encumbrance on such property in favour of the Holder or the value or use of such property;

(e)the liens resulting from the deposits of cash or securities in connection with contracts, tenders or compensation, surety or appeal bonds or costs of litigation when required by law;

(f)liens given to a public utility or any municipality or governmental or other public authority when required to obtain the services of such utility or other authority in connection with the operations of the Company in the ordinary course of its business;

(g)purchase money security interests and capital leases entered into by the Company in the ordinary course of business; and

(h)the Encumbrances set out on Schedule B or the continued existence of which have been consented to by the Holder, including the renewal, extension or refinancing of any such Encumbrance and of the Debt secured thereby upon the same property provided that such Debt and the security therefor are not increased thereby.

“Pledged Assets” has the meaning attributed thereto in Section 13.

“Principal Amount” has the meaning ascribed thereto in Section 1 hereof.

“Special Distribution” has the meaning ascribed thereto in Section 8 hereof.

3. Interest. Interest shall accrue on any Principal Amount outstanding hereunder at 8% per annum, payable semi-annually, with the first payment on October 31, 2015.

4. Payment. Except for any Principal Amount converted into Common Shares in accordance with Section 5 or Section 6 hereof, the Company shall pay in full the Principal Amount outstanding as of the Maturity Date, on the Maturity Date.

5. Conversion at Option of Holder

1.The Holder shall have the right at any time to require the conversion of this Debenture, in whole, including any accrued interest, into fully paid and non- assessable Common Shares of the Company at the Conversion Price.

2.To exercise its right to require the conversion of this Debenture pursuant to section 5 hereof, the Holder shall provide the Company with written notice specifying the effective date of the conversion, the applicable Conversion Price and the number of Common Shares issuable on the conversion, in the form attached hereto as Exhibit “A”, and the Holder shall surrender this Debenture to the Company for conversion. As soon as practicable after the receipt of this Debenture, the Company shall issue Common Shares to the Holder in accordance with section 8 hereof.

6. Regulatory Approval. The conversion of any Principal Amount or accrued interest owing under this Debenture shall be conditional upon the Company obtaining all necessary regulatory approvals required in connection therewith.

7. Issue of Common Shares Upon Conversion.

(a)Issue of Common Shares. Upon conversion of this Debenture in accordance with the terms hereof, the Company shall issue to the Holder, or to its written order, certificates representing such number of Common Shares as are issuable in accordance with the provisions hereof. The Principal Amount of this Debenture shall be deemed to be repaid in full by the issuance of the Common Shares.

(b)Reservation of Common Shares. The Company shall at all times so long as any portion of this Debenture remains outstanding ensure that there remains available out of its authorized but unissued Common Shares, for the purpose of effecting the conversion of this Debenture, such number of Common Shares as shall from time to time be sufficient to effect the conversion of this Debenture. The Company covenants that all Common Shares which shall be issued on conversion of this Debenture, shall be duly and validly issued as fully paid and non- assessable shares. As a condition precedent to the taking of any action which would result in an adjustment to the Conversion Price, the Company shall take any corporate action which may be necessary in order that the securities to which the Holder is entitled on the full exercise of its conversion rights in accordance with the provisions hereof shall be available for such purpose and that such shares may be validly and legally issued as fully paid and non-assessable shares.

(c)No Requirement to Issue Fractional Shares. No fractional Common Share or scrip representing fractional shares shall be issued upon the conversion of

this Debenture. If any fractional interest in a Common Share would, except for the provisions of this Section, be deliverable upon conversion, the Company shall pay to the Holder an amount in cash equal (to the nearest cent) to the appropriate fraction of the Conversion Price.

(d)Fully Paid Shares. The Company covenants that all Common Shares which shall be issued in accordance with the terms of this Debenture shall be duly and validly issued as fully paid and non-assessable shares.

8. Anti-Dilution Provisions

(a)Adjustment to Conversion Price. The Conversion Price in effect at any date shall be subject to adjustment from time to time as follows:

(i)If and whenever at any time while any portion of this Debenture remains outstanding the Company shall (i) subdivide its then outstanding Common Shares into a greater number of Common Shares, (ii) consolidate its then outstanding Common Shares into a lesser number of Common Shares, or (iii) issue Common Shares (or securities exchangeable for or convertible into Common Shares) to the holders of all or substantially all of the outstanding Common Shares by way of stock dividend (any of such events in these clauses (i), (ii) and (iii) being called a “Common Share Reorganization”), then the Conversion Price shall be adjusted effective immediately on the effective date of the event in (i) or (ii) above or the record date at which the holders of Common Shares are determined for the purposes of any such dividend or distribution in (iii) above, as the case may be, by multiplying the Conversion Price in effect immediately prior to such effective date or record date, as the case may be, by a fraction, the numerator of which shall be the number of outstanding Common Shares on such effective date or record date, as the case may be, before giving effect to such Common Share Reorganization and the denominator of which shall be the number of outstanding Common Shares after giving effect to such Common Share Reorganization including, in the case where securities exchangeable for or convertible into Common Shares are distributed, the number of Common Shares that would have been outstanding had such securities been exchanged for or converted into Common Shares. Such adjustment shall be made successively whenever any such effective date or record date shall occur; and any such issue of Common Shares by way of stock dividend or other distribution shall be deemed to have been made on the record date for the stock dividend or other distribution for the purpose of calculating the number of outstanding Common Shares under this Section 9.

(ii)If and whenever at any time while any portion of this Debenture is outstanding the Company distributes to all or substantially all the holders of its outstanding Common Shares of (i) shares of any class other than Common Shares, (ii) rights, options or warrants to acquire Common Shares or securities exchangeable for or convertible into Common Shares or property or other assets of the Company, (iii) evidence of indebtedness, or (iv) any property or other assets, if such distribution does not constitute (a) a dividend paid in the ordinary course, (b) a Common Share Reorganization, or (c) a rights offering (any of such non-excluded events herein called a “Special Distribution”), the Conversion Price shall be adjusted effective immediately after the record date at which holders of Common Shares are determined for purposes of the Special Distribution to be a price determined by multiplying the Conversion Price in effect on such record date by a fraction, of which the numerator shall be the number of Common Shares outstanding on such record date multiplied by the Conversion Price on such record date, less the fair market value of such shares, rights, options, warrants, evidences of indebtedness or property or other assets issued or distributed (as determined conclusively by the auditors of the Company), and of which the denominator shall be the number of Common Shares outstanding on such record date multiplied by such Conversion Price; any Common Shares owned by or held for the account of the Company or any subsidiary thereof shall be deemed not to be outstanding for the purpose of any such computation.

(iii)If and whenever at any time while any portion of this Debenture is outstanding there is a capital reorganization of the Company or a reclassification of the Common Shares or other change of the Common Shares (other than a Common Share Reorganization) or a consolidation or an amalgamation or merger of the Company with or into any other corporation (other than a consolidation, amalgamation or merger which does not result in a reclassification of the outstanding Common Shares or a change of the Common Shares into other securities), or a transfer of all or substantially all of the undertaking or assets of the Company to another corporation or other entity in which the holders of Common Shares are entitled to receive shares or other securities or property (any of such events being a “Capital Reorganization”), the Holder thereafter shall, upon converting this Debenture, be entitled to receive, and shall accept, in lieu of the number of Common Shares to which it was theretofore entitled upon such conversion, the kind and amount of shares and other securities or property which the Holder would have been entitled to receive as a result of such Capital Reorganization, on the effective date thereof, the Holder had been the registered holder of the number of Common Shares to which it was theretofore entitled upon conversion.

(iv)There will be no adjustment of the Conversion Price in respect of any

event described in clause (i) (ii) or (iii) of this subsection 9(a) if the Holder is entitled to participate in such event on the same terms mutatis mutandis as if it had converted its Debenture prior to or on the applicable record date.

(v)In any case in which this subsection 9(a) shall require that an adjustment shall become effective immediately after a record date for an event referred to herein, the Company may defer, until the occurrence of such event, issuing to the Holder in the event this Debenture is converted after such record date and before the occurrence of such event the additional Common Shares issuable upon such conversion by reason of the adjustment required by such event before giving effect to such adjustment; provided, however, that the Company shall deliver to the Holder an appropriate instrument evidencing the Holder’ right to receive such additional Common Shares upon the occurrence of the event requiring such adjustment and the right to receive any distributions made on such additional Common Shares declared in favour of holders of record of Common Shares on and after the Conversion Date or such later date as the Holder would, but for the provisions of this clause (vi), have become the Holder of record of such additional Common Shares.

(vi)The adjustments provided for in this subsection 9(a) are cumulative, shall be computed to the nearest one tenth of one cent and shall be made successively whenever an event referred to therein shall occur, provided, that, notwithstanding any other provision of this subsection 9(a), no adjustment of the Conversion Price shall be required unless such adjustment would require an increase or decrease of at least 1% in the Conversion Price then in effect; provided however, that any adjustments which by reason of this clause (vii) are not required to be made shall be carried forward and taken into account in any subsequent adjustment.

(vii)No adjustment of the Conversion Price shall be made pursuant to this subsection 9(a) in respect of the issue from time to time of Common Shares pursuant to this Debenture or pursuant to any stock option or stock purchase plan(s) in force from time to time for officers, employees or consultants of the Company or shareholders of the Company who exercise an option to receive substantially equivalent dividends in Common Shares in lieu of receiving a cash dividend paid in the ordinary course, and any such issue shall be deemed not to be a Common Share Reorganization.

to the Company and the Holder. Such accountants shall have access to all necessary records of the Company and such determination shall be binding upon the Company and the Holder.

(b)Notice of Adjustment of Conversion Price, etc.. If there shall be any adjustment as provided in subsection 9(a) above, the Company shall forthwith cause written notice thereof to be sent to the Holder, which notice shall be accompanied by a certificate of the President of the Company setting forth in reasonable detail the basis of such adjustment.

(c)Notice of Certain Events. In the event that:

(ix)the Company shall declare on its Common Shares any dividend or make any other distribution on its Common Shares;

(x)there shall be an amalgamation or merger of the Company with or into any other corporation or a sale, transfer or other disposition of all or substantially all of the assets of the Company; or

(xi)there shall be a voluntary or involuntary dissolution, liquidation or winding up of the Company;

then, and in each of such cases, the Company shall cause notice thereof to be given to the Holder at least 10 Business Days prior to the date on which the books of the Company shall close or a record date shall be taken for such dividend, distribution, stock split or combination or issue of rights or to vote upon such capital reorganization, reclassification, change, consolidation, merger or sale of properties and assets, as the case may be, and shall specify such record date or dates for the closing of the transfer books.

9. Representations and Warranties. The Company represents and warrants to the Holder as follows:

(a)it has been incorporated and is validly subsisting as a corporation under the laws of the State of California, and has the power and authority to enter into and perform its obligations under this Debenture and to own its property and carry on its business as currently conducted;

(b)the execution, delivery and performance of this Debenture has been duly authorized by all requisite corporate action; this Debenture and all instruments and agreements delivered pursuant hereto have been duly executed and delivered by the Company and constitute valid and binding obligations of the Company enforceable against the Company in accordance with their terms;

and provisions hereof or thereof conflicts with or will conflict with, or results or will result in any material breach of, or constitutes a default under any of the provisions of the constating documents or by-laws of the Company any law, rule or regulation having the force of law applicable to the Company, including applicable securities laws, rules, policies and regulations or any contract or agreement binding upon or to which the Company is a party;

(d)no event has occurred which constitutes, or with notice or lapse of time or both, would constitute an Event of Default;

(e)the execution and delivery of this Debenture by the Company and the performance by the Company of its obligations hereunder have been duly authorized by all necessary corporate action; no consent, approval, order, authorization, licence, exemption or designation of or by any Official Body is required in connection with the execution, delivery and performance by the Company of its obligations under this Debenture and no registration, qualification, designation, declaration of filing with any Official Body is or was necessary to enable or empower the Company to enter into and to perform its obligations under this Debenture except such as have been made or obtained and are in full force and effect, unamended, on the Closing Date;

(f)the Company is the sole and beneficial owner of all of the Pledged Assets (except any leased assets) and, where applicable, are duly registered as the owner thereof, with a good and marketable title thereto, free and clear of all Encumbrances except for Permitted Encumbrances;

(g)there are no actions, suits, grievances or proceedings threatened or taken before or by any Official Body or by any elected or appointed public official or private person, which challenges the validity or propriety of the transactions contemplated under this Debenture or any of the documents, instruments and agreements executed or delivered in connection therewith or related thereto which could be reasonably anticipated to have a material adverse effect on the business, operations, properties, assets, capitalization, financial condition or prospects of the Company;

(h)the Company is not in default under any material applicable statute, rule, order, decree or regulation of any Official Body having jurisdiction over it or any of the Pledged Assets; and

(i)to the best of the knowledge of the Company, the Company has complied and is complying in all material respects with all federal, provincial and local laws, rules, regulations, notices, approvals, ordinances and orders applicable to its business, property, assets and operations.

10. Survival of Representations and Warranties. The representations and warranties herein set forth or contained in any certificates or documents delivered to the Holder shall

survive the execution and delivery of this Debenture until all obligations of the Company to the Holder Party herein have been fully satisfied, which, for greater certainty, shall include, without limitation, the conversion of this Debenture pursuant to the terms hereof.

11. Affirmative Covenants. The Company covenants and agrees with the Holder that, so long as this Debenture is outstanding and in force and except as otherwise permitted by the prior written consent of the Holder, it will:

(a)do or cause to be done all things necessary to keep in full force and effect its corporate existence and all qualifications to carry on its business in each jurisdiction in which it owns property or carries on business from time to time;

(b)comply with all applicable governmental laws, restrictions and regulations and orders;

(c)pay or cause to be paid all taxes, government fees and dues levied, assessed or imposed upon it and its property or any part thereof, as and when the same become due and payable, unless any such taxes, fees, dues, levies, assessments or imposts are in good faith contested by it;

(d)forthwith notify the Holder of the occurrence of any Event of Default or any event of which it is aware which with notice or lapse of time or both would constitute an Event of Default; and

(e)it shall duly and pay or cause to be paid to the Holder the Principal Amount and all other moneys payable on or pursuant to this Debenture on the dates, at the places and in the manner set forth herein.

12. Negative Covenants. The Company covenants and agrees with the Holder that, so long as this Debenture is outstanding and in force and except as otherwise permitted by the prior written consent of the Holder, it will not:

(a)Encumbrances, etc. - Create or suffer to exist any Encumbrance to secure or provide for the payment of any Debt or any other obligation other than Permitted Encumbrances.

(b)Mergers, etc. - Enter into any transaction (whether by way of reconstruction, reorganization, arrangement, consolidation, amalgamation, merger, joint venture, transfer, sale, lease or otherwise) whereby any material part of the Pledged Assets would become the property of any Person other than the Company or whereby all or any material part of the undertaking, property and assets would become the property of any Person other than the Company or in the case of any amalgamation involving the Company would become the property of any other person other than the Company by virtue of such Person's direct or indirect ownership interest in the continuing Debtor resulting therefrom.

(c)Sale of the Company - Enter into any transaction for the Sale of the Company.

(d)Financial Internal Controls - Signing Officers - The Company will have no less than 3 signing officers with the ability to transfer funds. As a financial internal control mechanism, any payment amounts of $10,000 or more must be authorized and signed by 2 signing officers. No payee can receive more than $10,000 from the Company in one week without at least 2 signing officers authority simultaneously. The Company will not change the signing officers without prior written consent of the Holder. Standard public company internal control practices of the Company are material factors in the Holder’s willingness to institute and maintain a lending relationship with the Company.

(e)Dividends, Etc. - The Company shall not declare nor pay any dividend of any kind, in cash or in property, nor make any distribution of any kind in respect thereof, nor make any return of capital to shareholders without the prior written consent of the Holder.

(f)Guaranties, Loans - Except in the ordinary course of business, the Company shall not guarantee nor be liable in any manner, whether directly or indirectly, or become contingently liable after the date of this Debenture in connection with the obligations or indebtedness of any person or persons, except for the endorsement of negotiable instruments payable to the Company for deposit or collection in the ordinary course of business. The Company shall not make any loan, advance or extension of credit to any person other than in the normal course of its business.

(g)Debt - The Company shall not create, incur, assume or suffer to exist any additional indebtedness of any description whatsoever in an aggregate amount in excess of $50,000 (excluding any indebtedness of the Company to the Holder, trade accounts payable and accrued expenses incurred in the ordinary course of business and the endorsement of negotiable instruments payable to the Company, respectively for deposit or collection in the ordinary course of business).

13. Grant of Mortgages, Charges and Security Interests

13.1 Security

As security for the due payment of the Principal Amount, interest thereon and all other indebtedness and liability from time to time payable hereunder and for the fulfillment of its obligations of the Company hereunder, the Company hereby:

not) and all appurtenances to any of the foregoing; for the purposes of this subsection 13.1(a), all references to "real and immoveable property" shall be read to include any estate or interest in or right with respect to real and immoveable property;

(b)mortgages and charges to the Holder and grants to the Holder a security interest in, all its present and future equipment, and all fixtures, plant, machinery, tools and furniture now or hereafter owned or acquired by them;

(c)mortgages and charges to and in favour of the Holder, and grants to the Holder a security interest in, all its present and future inventory, including, without limiting the generality of the foregoing, all raw materials, goods in process, finished goods and packaging material and goods acquired or held for sale or furnished or to be furnished under contracts of rental or service;

(d)grants to the Holder a security interest in, all its present and future intangibles, including, without limiting the generality of the foregoing, all its present and future book debts, accounts and other amounts receivable, contract rights and chooses in action of every kind or nature including insurance rights arising from or out of any insurance now or hereafter placed on or in respect of the assets referred to in subsections 13.1(a), (b) or (c), goodwill, chattel paper, instruments of title, investments, money, securities and all Intellectual Property Rights;

(e)charges in favour of the Holder as and by way of a floating charge, and grants to the Holder a security interest in, its business and undertaking and all of its property and assets, real and personal, moveable or immoveable, of whatsoever nature and kind, both present and future (other than property and assets hereby validly assigned or subjected to a specific mortgage, charge or security interest by this subsections 13.1(a), (b), (c) or (d) and subject to the exceptions hereinafter contained);

(f)assigns, mortgages and charges to and in favour of the Holder, and grants to the Holder a security interest in, the proceeds arising from any of the assets referred to in this Section 13.1;

(g)grants to the Holder a security interest in the right, title and interest the Company has to the Intellectual Property Rights;

all of which present and future property and assets of the Company referred to in the foregoing subparagraphs of this Section 13.1 are hereinafter collectively called the "Pledged Assets".

13.2 The security interest of all Holders shall rank pari passu with each other. The Company shall cause any party which holds security or a security interest against the Company to postpone and subordinate in favour of the Holder and all other Holders.

13.3 The Holder shall have all of the rights and remedies provided by law, including, without limitation, those under the Uniform Commercial Code (“UCC”). The Company will execute or deliver this Debenture and any other document delivered in connection herewith, including, without limitation, any UCC Financing Statements required by the Holder to which it is or will be a party, or perform any of its obligations hereunder.

13.4 Location of the Pledged Assets

The Company hereby represents and warrants to the Holder that the Pledged Assets are on the date hereof primarily situate or located at the locations set out in Schedule A. The Company shall notify the Holder of any other premises where the Pledged Assets are located. In the event the Pledged Assets are moved, the Company will notify the Holder in writing prior to moving the Pledged Assets and providing all details of where the Pledged Assets will be. In no event can the Pledged Assets be moved outside of the United States of America unless they are sold.

14. Remedies

(a)Upon the occurrence and continuation of an Event of Default which has not been remedied, the Holder may proceed to realize upon the Security granted hereby and under the Security and to enforce its rights by:

(i)entry or taking into possession of all or any part of the Pledged Assets;

(ii)the appointment by instrument in writing of a receiver or receivers of the Pledged Assets or any part thereof (which receiver or receivers may be any person or persons, whether an officer or officers or employee or employees of the Holder or not, and the Holder may remove any receive or receivers so appointed and appoint another or others in his or her stead);

(iii)proceedings in any court of competent jurisdiction for the appointment of a receiver or receivers or for the sale of the Pledged Assets or any part thereof;

(iv)any other action, suit, remedy or proceeding authorized or permitted hereby or by law or by equity;

(v)collecting any proceeds arising in respect of the Pledged Assets;

(vi)collecting, realizing upon or selling or otherwise dealing with any accounts of the Company; or

(vii)preparing for the disposition of the Pledged Assets, whether on the premises of the Company or otherwise.

(b)In addition, the Holder may file such proofs of claim and other documents as

may be necessary or advisable in order to have its claim lodged in any bankruptcy, winding- up or other judicial proceedings relative to the Company.

15. Events of Default and Remedies.

(a)Events of Default. Any one or more of the following events shall constitute an Event of Default hereunder:

(i)Default in Principal - If the Company fails to repay the Principal Amount then outstanding on the Maturity Date.

(ii)Default hereunder - If the Company materially defaults in the performance or observance of any term, condition or covenant contained in this Debenture and such default continues for a period of 15 Business Days or more after written notice thereof has been delivered by the Holder to the Company.

(iii)Winding-up, etc. - If an order is made or an effective resolution passed for the winding-up, liquidation or dissolution of the Company.

(iv)Insolvency, etc. - If the Company consents to or makes a general assignment for the benefit of creditors or makes a proposal under Bankruptcy Act (Canada), the Companies’ Creditors Arrangement Act (Canada) or any other bankruptcy, insolvency or analogous laws, or is declared bankrupt, or if a liquidator, trustee in bankruptcy, custodian or receiver and manager or other officer with similar powers is appointed of the Company or of its property or any part thereof which in the opinion of the Holder, acting reasonably, is a substantial part thereof and such appointment is not being contested in good faith by the Company.

(v)Encumbrancers - If an encumbrancer takes possession of the property of the Company or any part thereof which in the opinion of the Holder, acting reasonably, is a substantial part thereof, or if a distress or execution or any similar process is levied or enforced against such property and remains unsatisfied for such period as would permit such property or such part thereof to be sold thereunder, provided that such possession or process has not been stayed and is not being contested in good faith by the Company.

(b)Acceleration. Upon the occurrence of any one or more of the Events of Default, all indebtedness of the Company to the Holder hereunder shall, at the option of the Holder, immediately become due and payable without presentment, demand, protest or other notice of any kind, all of which are expressly waived by the Company, and all collateral and securities shall thereupon become enforceable by the Holder or its duly authorized agent.

(c)Remedies Cumulative. The rights and remedies of the Holder hereunder are cumulative and in addition to and not in substitution for any rights or remedies provided by law.

16. Further Assurances. The Company shall from time to time forthwith on the Holder’ request do, make and execute all such further assignments, documents, acts, matters and things as may be required by the Holder with respect to this Debenture or any part hereof or thereof or as may be required to give effect to these presents.

17. Dealings by the Holder. the Holder may grant extensions of time and other indulgences, take and give up securities, accept compositions, grant releases and discharges and otherwise deal with the Company, debtors of the Company, sureties and others and with the Security and other securities as the Holder may see fit without prejudice to the liability of the Company hereunder or the Holder’ right to hold and enforce the Security.

18. Notices. Any notice or communication to be given hereunder may be effectively given by delivering the same at the addresses hereinafter set forth or by sending the same by facsimile or prepaid registered mail to the parties at such addresses. Any notice so mailed shall be deemed to have been received on the fifth Business Day next following the mailing thereof provided the postal service is in operation during such time. Any facsimile notice shall be deemed to have been received on the Business Day next following the date of transmission. The mailing and facsimile addresses of the parties for the purposes hereof shall respectively be:

if the Holder:	as set out on the cover page of this Debenture

with a copy to:	First Republic Capital Corporation
	55 University Avenue, Suite
	1003 Toronto, ON M5J 2H7
	Attention: Richard C. Goldstein, President

if to the Company:	7968 Arjons Drive
	San Diego, California 92126
	Attention: Jack B. Chadsey, Chief Executive Officer

Either party may from time to time notify the other party hereto, in accordance with the provisions hereof, of any change of address which thereafter, until changed by like notice, shall be the address of such party for all purposes of this Agreement.

19. Successors and Assigns. This Debenture shall be binding upon and shall enure to the benefit of the Company and the Holder and their respective successors and assigns, provided that the Company shall not assign any of its rights or obligations hereunder without the prior written consent of the Holder.

person or circumstance, it shall nevertheless remain applicable to all other persons and circumstances. If it shall be found that any interest or other amount deemed interest due hereunder shall violate applicable laws governing usury, the applicable rate of interest due hereunder shall automatically be lowered to equal the maximum permitted rate of interest. The Company covenants (to the extent that it may lawfully do so) that it shall not at any time insist upon, plead, or in any manner whatsoever claim or take the benefit or advantage of, any stay, extension or usury law or other law which would prohibit or forgive the Company from paying all or any portion of the principal of or interest on this Debenture as contemplated herein, wherever enacted, now or at any time hereafter in force, or which may affect the covenants or the performance of this debenture, and the Company (to the extent it may lawfully do so) hereby expressly waives all benefits or advantage of any such law, and covenants that it will not, by resort to any such law, hinder, delay or impeded the execution of any power herein granted to the Holder, but will suffer and permit the execution of every such as though no such law has been enacted. THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVE THE RIGHT ANY OF THEM MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION BASED HEREON OR ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ANY TRANSACTION DOCUMENT OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN) OR ACTIONS OF ANY PARTY. THIS PROVISION IS A MATERIAL INDUCEMENT FOR THE PARTIES’ ACCEPTANCE OF THIS AGREEMENT.

21. Currency. All dollar amounts herein are expressed in US dollars.

22. Headings. The headings of the sections of this Debenture are inserted for convenience only and shall not be deemed to constitute a part hereof.

23. Entire Agreement. This Debenture constitutes the entire agreement and supercedes all other prior agreements and undertakings, both written and oral, among the parties with respect of the subject matter hereof.

[signature appears on the following page]

DATED as April 30, 2015.

IWALLET CORPORATION

Per: /s/ Jack Chadsey

Name: Jack Chadsey

Title: CEO

I have the authority to bind the Company.

EXHIBIT “A”

NOTICE OF CONVERSION

(To be executed by the Holder in order to convert the Debenture)

To:

The undersigned hereby irrevocably elects to convert $____________________________ of the principal amount of the above Debenture into Common Shares of iWallet Corporation, according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:
Amount to be converted:	$
Amount of Debenture unconverted:	$
Conversion Price per Share:	$
Number of Common Shares to be issued:
Please issue the Common Shares in the following name and to the following address:
Issue to:
Authorized Signature:
Name:
Title:
Phone Number:
Broker DTC Participant Code:
Account Number:

SCHEDULE A

LOCATION OF ASSETS

7968 ARJONS DRIVE

SAN DIEGO, CALIFORNIA 92126

7394 TRADE STREET

SAN DIEGO, CALIFORNIA 92121

USA

SCHEDULE B

ENCUMBRANCES

NONE

SCHEDULE C

INTELLECTUAL PROPERTY RIGHTS

PATENTS AND PATENTS PENDING

SMART WALLET filed under Utility Patent Application No. 12/125,003 with the United States Patent & Trademark Office;

SMART WALLET filed under Utility Patent Application No. 2008/299811 with the Australian Patent Office;

SMART WALLET filed under Utility Patent Application No. 2,702,803 with the Canadian Intellectual Property Office;

SMART WALLET filed under Utility Patent Application No. 2008/80108371.4 with the State Intellectual Property Office of the People’s Republic of China;

SMART WALLET filed under Utility Patent Application No. 658/MUMNP/2010 with the Indian Patent Office;

SMART WALLET filed under Utility Patent Application No. 2201498 with the European Patent

Office;

SMART WALLET filed under Utility Patent Application No. 2010-524893 with the Japanese Patent Office;

SMART WALLET filed under Utility Patent Application No. MX2010002874 with the Mexican Intellectual Property Office;

SMART WALLET filed under Utility Patent Application No. 2010/114728 with the Russian Federal Service for Intellectual Property;

SMART WALLET filed under Utility Patent Application No. 2010/02561-7 with the Intellectual Property Office of Singapore and Issued as Patent 160736;

A DEVICE FOR SECURING A SMART WALLET AND A METHOD THEREOF filed under Utility

Patent Application No. 10/0115924 with the Taiwanese Intellectual Property Office;

SMART WALLET filed under Design Patent Application 29/394,013 with the United States Patent & Trademark Office;

SMART WALLET filed under Design Application 001305163 with the Office of Harmonization of the Internal Market (European Union) and Issued as Registered Community Design 001305163-0001;

SMART WALLET filed under Industrial Design Application 2011/30467952.1 with the State Intellectual Property Office of the People’s Republic of China and Issued as Design 2012/042300454730;

SMART WALLET filed under Industrial Design Application D2011/1472/C with the Intellectual Property Office of Singapore and Issued as Design D2011/1472/C;

SMART WALLET filed under Industrial Design Application 100306735 with the Taiwanese Intellectual Property Office and Issued as Design 1012/1061980;

SMART WALLET filed under Industrial Design Application 143603 with the Canadian Intellectual Property Office and Issued as Design 143603;

SMART WALLET filed under Industrial Design Application 15707/2011 with the Australian Patent Office and Issued as Design 340320;

SMART WALLET filed under Industrial Design Application 241379 with the Indian Patent Office; SMART WALLET filed under Industrial Design Application 2011-028887 with the Japanese Patent Office and Issued as Design 1444043;

SMART WALLET filed under Industrial Design Application MX/f/2011/004080 with the Mexican Intellectual Property Office;

SMART WALLET filed under Industrial Design Application 2011/503884 with the Russian Federal Service for Intellectual Property and Issued as Design 84009;

TRADEMARKS

IWALLET filed as Trademark Application No. 77/745,963 with the United States Patent & Trademark Office and issued as Trademark 4,042,510;

IWALLET filed as Trademark Application No. 85/593,836 with the United States Patent & Trademark Office and issued as Trademark 4,245,653;

IWALLET filed as Trademark Application No. 85/369,514 with the United States Patent & Trademark Office; and

I-WALLET filed as Trademark Application No. 77/291,012 with the United States Patent & Trademark Office and issued as Trademark 3,763,757.

SECURED CONVERTIBLE DEBENTURE

Principal Amount: US$15,000

Maturity Date: April 30, 2017

1. Promise to Pay. FOR VALUE RECEIVED, the undersigned, iWallet Corporation (the “Company”) promises to pay to or to the order of Jesse Kaplan, 53 Timberlane Drive, Toronto, Ontario M3H 1J3 (the “Holder”), or such other place and/or person as the Holder may by notice in writing to the Company direct, the principal amount of $15,000 in lawful money of the United States of America (the “Principal Amount”), together with all other moneys which may from time to time be owing hereunder or pursuant hereto, as hereinafter provided on and subject to the following terms and conditions:

2. Definitions. As used herein, the following terms shall have the following respective meanings, unless the context otherwise requires:

“Business Day” means any day except Saturday, Sunday or any other day on which chartered banks in the City of Toronto are generally not open for business.

“Capital Reorganization” has the meaning ascribed thereto in Section 8 hereof.

“Common Share Reorganization” has the meaning ascribed thereto in Section 8 hereof.

“Company” means iWallet Corporation, a corporation incorporated under the laws

of the State of California.

“Conversion Date” means the date on which this Debenture is surrendered for conversion.

“Conversion Price” means USD$0.15 per Common Share.

“Debenture” means this convertible debenture as it may be amended or supplemented from time to time.

“Event of Default” means any one or more of the events described in Section 15 hereof.

“Intellectual Property Rights” means the intellectual property set out in Schedule C.

“Maturity Date” means April 30, 2017.

“Permitted Encumbrances” means collectively:

proceedings and in respect of which adequate provision has been made on the books of the Company;

(e)the liens resulting from the deposits of cash or securities in connection with contracts, tenders or compensation, surety or appeal bonds or costs of litigation when required by law;

(g)purchase money security interests and capital leases entered into by the Company in the ordinary course of business; and

“Pledged Assets” has the meaning attributed thereto in Section 13.

“Principal Amount” has the meaning ascribed thereto in Section 1 hereof.

“Special Distribution” has the meaning ascribed thereto in Section 8 hereof.

3. Interest. Interest shall accrue on any Principal Amount outstanding hereunder at 8% per annum, payable semi-annually, with the first payment on October 31, 2015.

5. Conversion at Option of Holder

7. Issue of Common Shares Upon Conversion.

(c)No Requirement to Issue Fractional Shares. No fractional Common Share or scrip representing fractional shares shall be issued upon the conversion of

8.Anti-Dilution Provisions