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) ~~April~~June 811, 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 71.01.~~Regulation~~Entry FDinto ~~Disclosure~~a Material Definitive Agreement.

On ~~April~~June 811, 2025, iWallet Corporation (the “Company”) ~~issued~~entered into a ~~press~~Product ~~release~~Development ~~announcing~~& Consulting Agreement (the ~~launch~~“Product Development Agreement”) and Statement of ~~its~~Work ~~new~~(the ~~website~~“Statement atof ~~http://www.iwal.tech/.~~Work”) Awith ~~copy~~Trafton Manufacturing Group (“Trafton”) for the development of the ~~press~~iWallet ~~release~~Slim is2025 ~~attached~~device, ~~hereto~~iClutch device, and ~~furnished~~iPassport device, pursuant to which Trafton will develop renderings and prototypes of the devices, and the Company will (i) pay Trafton $37,104 for prior outstanding invoices, (ii) issue Trafton 1,000,000 shares of Company common stock upon delivery of the iClutch and iPassport prototypes, and (iii) pay Trafton monthly for invoiced amounts under the SOW (estimated to be approximately $129,900 for the iWallet Slim 2025 design project, and additional amounts for prototyping of that device), which amounts the Company can pay by issuing Company common stock in lieu of cash at a ratio of 2:1 (two times as ~~Exhibit~~much 99stock instead of a payment in cash).1.

~~This~~The ~~Current~~foregoing ~~Report~~descriptions onof ~~Form~~the ~~8-K~~Product ~~does~~Development ~~not~~Agreement ~~constitute~~and anStatement ~~offer~~of toWork ~~purchase~~do ~~securities~~not orpurport ato ~~solicitation~~be ofcomplete anand ~~offer~~are toqualified ~~sell~~in ~~any~~their ~~securities~~entirety orby anreference ~~offer~~ to ~~sell or~~ the ~~solicitation~~full text of aneach ~~offer~~of tothe ~~purchase any securities~~agreements, ~~nor~~which ~~does~~are itfiled ~~constitute~~as anExhibits ~~offer~~10.1 orand ~~solicitation~~10.2 into ~~any~~this ~~jurisdiction~~Current inReport ~~which~~on ~~such~~Form ~~offer~~8-K orand ~~solicitation~~incorporated isby ~~unlawful~~reference herein.

~~The furnishing of the information in this~~ Item 73.~~01 of this Current Report on Form 8-K is not an admission as to the materiality of such information~~02.Unregistered ~~The~~Sales ~~information furnished in this Item 7.01 is intended to be considered in the context~~ of ~~more~~Equity ~~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~~disclosure ~~contained~~provided above in ~~this~~ Item 71.01 ofabove ~~this~~is ~~Current~~incorporated ~~Report~~by onreference ~~Form~~into ~~8-K~~this isItem ~~being~~3.02. ~~furnished~~The ~~and~~Company ~~shall~~will ~~not~~ be ~~deemed~~issuing ~~“filed”~~shares ~~for~~to ~~purposes~~Trafton ofin ~~Section~~reliance 18on of the ~~Securities~~exemption ~~Exchange~~from ~~Act~~registration ofprovided ~~1934,~~by asSection ~~amended~~ 4(~~the “Exchange Act”~~a),(2) ~~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, oras ~~the~~there ~~Exchange~~will ~~Act,~~be ~~except~~no asgeneral ~~expressly~~solicitation, ~~set~~and ~~forth~~the byissuances ~~specific~~will ~~reference~~not ininvolve ~~such~~a ~~filing~~public offering.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description of Exhibit
99.1		Press Release, dated April 8, 2025
10.1		Product Development & Consulting Agreement between iWallet Corporation and Trafton Manufacturing Group, dated June 11, 2025.
10.2		Statement of Work between iWallet Corporation and Trafton Manufacturing Group, dated June 11, 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: April 8, 2025
Date: June 16, 2025
	By: /s/ Steven Cabouli
	Steven Cabouli
	Chief Executive Officer

Filing Compare · iWallet Corp