Correspondence 0001393905-24-000272 from iWallet Corp (IWAL) (CIK 0001498372) (IWAL)
iWallet Corp (IWAL) (CIK 0001498372)
Date: July 26, 2024 · CIK: 0001498372 · Accession: 0001393905-24-000272
AI Filing Summary & Sentiment
File numbers found in text: 000-56347
Letter
Comment Response Letter
iWallet Corporation
401 Ryland St., Ste. 200A
Reno, NV 89502
July 26, 2024
Division of Corporation Finance
U.S. Securities and Exchange Commission
Office of Manufacturing
100 F Street, N.E.
Washington, DC 20549
Attn:
Beverly Singleton
Martin James
Re:
iWallet Corp
Form 10-K for the Fiscal Year Ended December 31, 2023
Filed March 15, 2024
File No. 000-56347
Ladies and Gentlemen:
iWallet Corporation (the “Company” or “iWallet”) is hereby responding to the letter, dated July 1, 2024 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding the Company’s Annual Report on Form 10-K (the “Annual Report”). Immediately prior to the submission of this letter, the Company has filed an amended Annual Report on Form 10-K/A (the “Amended Annual Report”) via EDGAR.
The Company has responded to all of the Staff’s comments by revising the Annual Report to address the comments, by providing an explanation if the Company has not so revised the Annual Report, or by providing supplemental disclosure as requested. The Staff’s comments are repeated below in italics and followed by the Company’s response. Terms used but not otherwise defined herein have the meanings set forth in the Amended Annual Report.
Form 10-K for 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.
Response: We acknowledge the Staff’s comment, and the Amended Annual Report includes both audit reports as of and for the fiscal years ending December 31, 2023, as well as December 31, 2022.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page 13
2.
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 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.
Response: We acknowledge the Staff’s comment, and we filed a Current Report on Form 8-K regarding the change in auditors on July 3, 2024.
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.
Response: We acknowledge the Staff’s comment, and the Amended Annual Report includes management’s conclusion regarding disclosure controls and procedures as of December 31, 2023.
Thank you for your assistance and review.
Sincerely,
iWallet Corporation
Show Raw Text
CORRESP 1 filename1.htm Comment Response Letter iWallet Corporation 401 Ryland St., Ste. 200A Reno, NV 89502 July 26, 2024 Division of Corporation Finance U.S. Securities and Exchange Commission Office of Manufacturing 100 F Street, N.E. Washington, DC 20549 Attn: Beverly Singleton Martin James Re: iWallet Corp Form 10-K for the Fiscal Year Ended December 31, 2023 Filed March 15, 2024 File No. 000-56347 Ladies and Gentlemen: iWallet Corporation (the “Company” or “iWallet”) is hereby responding to the letter, dated July 1, 2024 (the “Comment Letter”), from the staff (the “Staff”) of the U.S. Securities and Exchange Commission, regarding the Company’s Annual Report on Form 10-K (the “Annual Report”). Immediately prior to the submission of this letter, the Company has filed an amended Annual Report on Form 10-K/A (the “Amended Annual Report”) via EDGAR. The Company has responded to all of the Staff’s comments by revising the Annual Report to address the comments, by providing an explanation if the Company has not so revised the Annual Report, or by providing supplemental disclosure as requested. The Staff’s comments are repeated below in italics and followed by the Company’s response. Terms used but not otherwise defined herein have the meanings set forth in the Amended Annual Report. Form 10-K for 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. Response: We acknowledge the Staff’s comment, and the Amended Annual Report includes both audit reports as of and for the fiscal years ending December 31, 2023, as well as December 31, 2022. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure, page 13 2. 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 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. Response: We acknowledge the Staff’s comment, and we filed a Current Report on Form 8-K regarding the change in auditors on July 3, 2024. 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. Response: We acknowledge the Staff’s comment, and the Amended Annual Report includes management’s conclusion regarding disclosure controls and procedures as of December 31, 2023. Thank you for your assistance and review. Sincerely, iWallet Corporation /s/ Steven Cabouli Steven Cabouli Chief Executive Officer