UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~October~~April 303, ~~2024~~2025

iWALLET CORP

(Exact name of registrant as specified in its charter)

NV	000-56347	27-1830013
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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

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

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). ☐

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. ☐

Item 37.0201.~~Unregistered~~Regulation ~~Sales~~FD ~~of Equity Securities~~Disclosure.

On ~~October~~April 303, ~~2024~~2025, iWallet Corporation (the “Company”) issued ~~1,000,000~~a ~~shares~~press ofrelease ~~Series~~announcing Breaching ~~Preferred~~a ~~Stock~~milestone toin ~~Steven Cabouli,~~ the ~~Company’s~~development ~~CEO, in consideration~~ of ~~Mr.~~its ~~Cabouli’s~~next-generation ~~provision~~products, ~~of executive services to~~ the ~~Company~~iWallet ~~for~~2.0 ~~the~~and ~~period from May 1, 2023, through October 15, 2024~~iPassport. ~~The~~A ~~issuance~~copy of ~~these shares was made in reliance on~~ the ~~exemption~~press ~~from~~release ~~registration~~is ~~provided~~attached byhereto ~~Section~~and ~~4(a)(2)~~furnished ~~of the Securities Act~~ as ~~there~~Exhibit ~~was no general solicitation, and the transaction did not involve a public offering~~99.1.

This Current Report on Form 8-K does not constitute an offer to purchase securities or a solicitation of an offer to sell any securities or an offer to sell or the solicitation of an offer to purchase any securities, nor does it constitute an offer or solicitation in any jurisdiction in which such offer or solicitation is unlawful.

The furnishing of the information in this Item 7.01 of this Current Report on Form 8-K is not an admission as to the materiality of such information. The information furnished in this Item 7.01 is intended to be considered in the context of more complete information included in the Company’s filings with the Securities and Exchange Commission (the “SEC”) and other public announcements that the Company has made and may make from time to time by press release or otherwise. The Company undertakes no duty or obligation to update or revise such information, although it may do so from time to time as its management believes is appropriate. Any such updating may be made through the filing of other reports or documents with the SEC, through press releases or through other public disclosures.

The information contained in this Item 7.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated April 3, 2025
104		Cover Page Interactive Data File (embedded within Inline XBRL document

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	IWALLET CORP
Date: November 4, 2024
Date: April 4, 2025
	By: /s/ Steven Cabouli
	Steven Cabouli
	Chief Executive Officer

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