SEC Comment Letter 0000000000-24-007472 to iWallet Corp (IWAL) (CIK 0001498372) (IWAL)
iWallet Corp (IWAL) (CIK 0001498372)
Date: July 1, 2024 · CIK: 0001498372 · Accession: 0000000000-24-007472
AI Filing Summary & Sentiment
File numbers found in text: 000-56347
Letter
July 1, 2024 Steven Cabouli Chief Executive Officer and Chief Financial Officer iWallet Corp 401 Ryland St., Ste. 200A Reno, NV 89502 Re:iWallet Corp Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 000-56347 Dear Steven Cabouli: We have limited our review of your filing to the financial statements and related disclosures and have the following comments. Please respond to this letter within ten business days by providing the requested information or advise us as soon as possible when you will respond. If you do not believe a comment applies to your facts and circumstances, please tell us why in your response. After reviewing your response to this letter, we may have additional comments. Form 10-K for the Fiscal Year Ended December 31, 2023 Item 8. Financial Statements, page 12 1.Please amend your Form 10-K to also include the audit report of Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC) covering your audited financial statements as of and for the year ended December 31, 2022. Refer to Rule 8-02 of Regulation S-X that requires audited financial statements for last two fiscal years in your filing. Please file a full amendment to your Form 10-K that includes Item 8 - Financial Statements in its entirety, including both audit reports, and provide all required officer certifications.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page 13 We note that you changed auditors from Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC) to Victor Mokuolu, CPA PLLC for the fiscal year ended 2.
July 1, 2024 Page 2 December 31, 2023. Please file an Item 4.01 Form 8-K to report this change in auditors pursuant to Item 304 of Regulation S-K. Note that as outlined in General Instruction B to Form 8-K you were required to report such a change within four business days after occurrence of the event.
Item 9A. Controls and Procedures, page 13 3.Please amend the filing to correctly include management's conclusion on your disclosure controls and procedures as of December 31, 2023. Your current disclosure incorrectly provides management's conclusion as of December 31, 2022. Please include all required officer certifications with your full amendment.
In closing, we remind you that the company and its management are responsible for the accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or absence of action by the staff. Please contact Beverly Singleton at 202-551-3328 or Martin James at 202-551-3671 with any questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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July 1, 2024
Steven Cabouli
Chief Executive Officer and Chief Financial Officer
iWallet Corp
401 Ryland St., Ste. 200A
Reno, NV 89502
Re:iWallet Corp
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed March 15, 2024
File No. 000-56347
Dear Steven Cabouli:
We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2023
Item 8. Financial Statements, page 12
1.Please amend your Form 10-K to also include the audit report of Pinnacle Accountancy
Group of Utah (a dba of Heaton & Company, PLLC) covering your audited financial
statements as of and for the year ended December 31, 2022. Refer to Rule 8-02 of
Regulation S-X that requires audited financial statements for last two fiscal years in your
filing. Please file a full amendment to your Form 10-K that includes Item 8 - Financial
Statements in its entirety, including both audit reports, and provide all required officer
certifications.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure, page 13
We note that you changed auditors from Pinnacle Accountancy Group of Utah (a dba of
Heaton & Company, PLLC) to Victor Mokuolu, CPA PLLC for the fiscal year ended 2.
July 1, 2024
Page 2
December 31, 2023. Please file an Item 4.01 Form 8-K to report this change in
auditors pursuant to Item 304 of Regulation S-K. Note that as outlined in General
Instruction B to Form 8-K you were required to report such a change within four business
days after occurrence of the event.
Item 9A. Controls and Procedures, page 13
3.Please amend the filing to correctly include management's conclusion on your disclosure
controls and procedures as of December 31, 2023. Your current disclosure incorrectly
provides management's conclusion as of December 31, 2022. Please include all required
officer certifications with your full amendment.
In closing, we remind you that the company and its management are responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review, comments, action or
absence of action by the staff.
Please contact Beverly Singleton at 202-551-3328 or Martin James at 202-551-3671 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing