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IWALLET CORP FILES (8-K) Disclosing Entry into a Material Definitive Agreement, Completion of Acquisition or Disposition of Assets, Unregistered Sale of Equity Securities, Changes in Control or Registrant, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Financial Statements and Exhibits

July 25, 2014

Item 1.01 Entry Into a Material Definitive Agreement

On July 21, 2014, we entered into an Agreement and Plan of Merger (the "Merger Agreement") with iWallet Corporation, a private California corporation ("iWallet"), and our subsidiary formed for the purposes of the transaction, iWallet Acquisition Corp. (the "Acquisition Sub"). Pursuant to the Merger Agreement, iWallet merged with and into the Acquisition Sub, which resulted in iWallet becoming our wholly-owned subsidiary (the "Acquisition"). Immediately following the Acquisition, the Acquisition Sub was merged with and into our corporation. In connection with this subsequent subsidiary merger, we changed our corporate name to "iWallet Corporation."

In addition, pursuant to the terms and conditions of the Merger Agreement:

The holders of all of the capital stock of iWallet issued and outstanding

immediately prior to the closing of the Acquisition exchanged their shares on a pro-rata basis for 10,000,000 newly-issued shares of our common stock.



Certain Secured Convertible Debentures previously issued by iWallet were

converted to newly issued shares of our common stock and warrants. The former iWallet debenture holders were issued a total of 3,222,120 shares of common stock, and warrants to purchase 3,222,120 shares of common stock at a price of $0.20 per share, exercisable for two (2) years.



Immediately upon closing of the Acquisition, we closed a private offering of

Units at a price of $0.30 per Unit, each Unit consisting of one (1) share of common stock and one (1) warrant to purchase one share of common stock at a price of $0.60 per share, exercisable for two (2) years. A total of 6,479,002 shares of common stock and 6,479,002 warrants were issued to subscribers in the offering. In addition, a total of 583,110 Units were issued as compensation to certain licensed securities brokers who assisted with the offering. The offering was conducted pursuant to Rule 506 under Regulation D and was conditional upon the closing of the Acquisition.



Following the closing of the Acquisition, our former controlling shareholder,

Philip Stromer, and several other individuals canceled and returned a total of 25,076,643 shares of common stock.



As a result, immediately following the Acquisition, there were 29,321,379

shares of our common stock issued and outstanding.



Our sole officer and director immediately prior to the Acquisition, Jerry

Chatel, resigned from the board and from all offices.



Steven Cabouli, who was the sole director of iWallet prior to the Acquisition,

was appointed as our new sole director.

Our board appointed the following new officers and directors, each of who had

served in the same capacity as an officer of iWallet prior to the acquisition: Steven Cabouli, President, Chief Executive Officer, and Chief Financial Officer Orlando LaCalle, Chief Marketing Officer



Concurrently with the Acquisition, our former controlling shareholder, Philip

Stromer, received a transfer of all assets and agreed to cancel and/or assume

all liabilities related to our pre-acquisition business.

As of the date of the Merger Agreement and currently, there are no material relationships between us or any of our affiliates and iWallet, other than with regard to the Merger Agreement.

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The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the complete text of . . .

Item 2.01. Completion of Acquisition or Disposition of Assets

As used in this Current Report on Form 8-K, all references to the "Company," "iWallet," "we," "our" and "us" or similar terms, refer to iWallet Corporation, a Nevada corporation, including its predecessors and its subsidiaries, except where the context makes clear that the reference is only to iWallet. Information about the Company and the principal terms of the Acquisition are set forth below.

Acquisition



The Acquisition. On July 21, 2014, in accordance with the Merger Agreement iWallet merged with and into the Acquisition Sub, which resulted in iWallet becoming our wholly-owned subsidiary. Immediately following the Acquisition, the Acquisition Sub was merged with and into our corporation. In exchange for all of the issued and outstanding shares of iWallet, the shareholders of iWallet received a total of 10,000,000 shares of our common stock. In addition, the holders of certain secured convertible debentures issued by iWallet received 3,222,120 shares of our common stock, subscribers in a private offering made contingent upon the Acquisition received 6,479,002 shares of common stock, and brokers participating in the private offering received 583,110 shares of common stock as compensation

There were 34,113,790 shares of our common stock outstanding before giving effect to the stock issuances in and related to the Acquisition and the cancellation of 25,076,643 shares by Mr. Philip Stromer and certain other shareholders. Following these events, there were 29,321,379 shares outstanding, including:

Shares Held by: 10,000,000 former iWallet shareholders 9,037,147 existing shareholders 3,222,120 former iWallet debenture holders 6,479,002 subscribers in private offering 583,110 brokers assisting with private offering 29,321,379



The issuance of shares of our common stock to the former holders of iWallet's capital stock and convertible debentures in connection with the Acquisition was not registered under the Securities Act of 1933, as amended (the "Securities Act"), but was performed in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act and/or Regulation D promulgated under that section, which exempts transactions by an issuer not involving any public offering. Further, our private offering Units consisting of shares and warrants, at $0.60 per Unit, was made in reliance upon Rule 506 under Regulation D.

Prior to the Acquisition, there were no material relationships between us and iWallet, or any of their respective affiliates, directors or officers, or any associates of their respective officers or directors, other than as disclosed in this Current Report.

General Changes Resulting from the Acquisition. Following the Acquisition, we intend to carry on the business of iWallet as our sole line of business. We have relocated our principal executive offices to 7394 Trade Street, San Diego, California 92121. Our telephone number is now 1-858-530-2958.

Changes to the Board of Directors. Jerry Chatel resigned as our sole officer and director. Pursuant to the terms of the Merger Agreement, the officers and directors of iWallet prior to the Acquisition were appointed as our officers and directors.

All directors hold office for one-year terms until the election and qualification of their successors. Officers are elected by the board of directors and serve at the discretion of the board.

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Accounting Treatment; Change of Control. The Acquisition is being accounted for . . .

Item 3.02. Unregistered Sales of Equity Securities

In connection with the Acquisition, the previous shareholders of iWallet

received 10,000,000 shares of our common stock. The 10,000,000 shares of our common stock which were issued to the former holders of common stock of iWallet on the effective date of the Acquisition were issued in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act.



Certain Secured Convertible Debentures previously issued by iWallet were

converted to newly issued shares of our common stock and warrants. The former iWallet debenture holders were issued a total of 3,222,120 shares of common stock, and warrants to purchase 3,222,120 shares of common stock at a price of $0.20 per share, exercisable for two (2) years. These shares and warrants were also issued Acquisition were issued in reliance on the exemption from registration afforded by Section 4(2) of the Securities Act.



Immediately upon closing of the Acquisition, we closed a private offering of

Units at a price of $0.30 per Unit, each Unit consisting of one (1) share of common stock and one (1) warrant to purchase one share of common stock at a price of $0.60 per share, exercisable for two (2) years. A total of 6,479,002 shares of common stock and 6,479,002 warrants were issued to subscribers in the offering. In addition, a total of 583,110 Units were issued as compensation to certain licensed securities brokers who assisted with the offering. The offering was conducted pursuant to Rule 506 under Regulation D and was conditional upon the closing of the Acquisition. The offering was made to only to "accredited investors" as defined in Rule 501, and we did not engage in any general solicitation or advertising. The gross proceeds from the offering, prior to the deduction of agreed selling commissions and expenses, were $1,943,701. Net of broker's commissions and expenses, we received net proceeds of $1,745,537. A total of forty (40) investors subscribed in the offering.



Item 5.01. Changes in Control of Registrant.

Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

At the effective time of the Acquisition, Jerry Chatel resigned as our sole director and officer. There was no known disagreement with Mr. Chatel on any matter relating to our operations, policies, or practices. Pursuant to the terms of the Merger Agreement, our new directors and officers are as set forth herein. Reference is made to the disclosure set forth under Item 2.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 23, the Board of Directors authorized a change in the Company's fiscal year end to December 31 from June 30, effective for fiscal year 2014.

In addition, in connection with this subsequent subsidiary merger discussed herein, we changed our corporate name to "iWallet Corporation."

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Item 5.06 Change in Shell Company Status.

As a result of the Acquisition and related transactions as described herein, we have ceased to be a shell company as defined in Rule 12b-2. The material terms of the transaction are described herein.

In addition, The information contained in this Current Report is intended to provide "Form 10 information" within the meaning of Rule 144(i)(3) under the Securities Act of 1933.

Item 9.01. Financial Statements and Exhibits

Financial Statements of Businesses Acquired.In accordance with Item 9.01(a), the audited financial statements of our predecessor iWallet Corporation., a California corporation, for the years ended December 31, 2013 and 2012, are filed with this Current Report on Form 8-K as Exhibit 99.1. The unaudited financial statements of iWallet Corporation for the interim period ended March 31, 2014 are filed with this Current Report on Form 8-K as Exhibit 99.2

Pro Forma Financial Information. In accordance with Item 9.01(b), our pro forma financial combined statements are filed in this Current Report on Form 8-K as Exhibit 99.3.

(c) Exhibits.



The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No. Description 2.1 Merger Agreement 3.1 Articles of Merger 99.1 Audited financial statements of iWallet Corporation for the years ended December 31, 2013 and 2012 99.2 Unaudited financial statements of iWallet Corporation for the interim period ended March 31, 2014 Unaudited pro forma condensed combined balance sheet as of March 31, 2014; and unaudited pro forma condensed combined statement of operations 99.3 for the three months ended March 31, 2014; and unaudited pro forma condensed combined balance sheet as of December 31, 2013; and unaudited pro forma condensed combined statement of operations for the year ended December 31, 2013 23



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