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) June 11, 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.) |
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401 Ryland St., Ste. 200A Reno, NV |
| 89502 |
(Address of principal executive offices) |
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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. ☐
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Item 1.01.Entry into a Material Definitive Agreement.
On June 11, 2025, iWallet Corporation (the “Company”) entered into a Product Development & Consulting Agreement (the “Product Development Agreement”) and Statement of Work (the “Statement of Work”) with Trafton Manufacturing Group (“Trafton”) for the development of the iWallet Slim 2025 device, iClutch device, and 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 much stock instead of a payment in cash).
The foregoing descriptions of the Product Development Agreement and Statement of Work do not purport to be complete and are qualified in their entirety by reference to the full text of each of the agreements, which are filed as Exhibits 10.1 and 10.2 to this Current Report on Form 8-K and incorporated by reference herein.
Item 3.02.Unregistered Sales of Equity Securities.
The disclosure provided above in Item 1.01 above is incorporated by reference into this Item 3.02. The Company will be issuing shares to Trafton in reliance on the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as there will be no general solicitation, and the issuances will not involve a public offering.
Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. |
| Description of Exhibit |
| Product Development & Consulting Agreement between iWallet Corporation and Trafton Manufacturing Group, dated June 11, 2025. | |
| 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 |
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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 |
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Date: June 16, 2025 |
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| By: /s/ Steven Cabouli |
| Steven Cabouli |
| Chief Executive Officer |
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PRODUCT DEVELOPMENT & CONSULTING AGREEMENT
This Agreement ("Agreement") is entered into as of June 6, 2025 by and between:
Trafton Manufacturing Group, a Washington state corporation with its principal place of business at 2817 Wetmore Ave, Everett WA 98201 ("Trafton"),
and
iWallet, Inc., a Nevada corporation, with its principal place of business at 732 S. 6th Street, Suite R, Las Vegas, NV 89101 ("iWallet").
Recitals
WHEREAS, Trafton and Golden Eagle Distribution International, LLC (“GEDI”), through its representative Kyle O’Connor, previously entered into an agreement for the development and prototyping of the iWallet and iPassport products, on behalf of iWallet;
WHEREAS, iWallet desires to assume the contractual relationship directly with Trafton and to continue development of the iWallet (herein renamed “iClutch”) and iPassport devices, as well as beginning design of a new streamlined 2025 version of the iWallet product;
WHEREAS, Trafton agrees to continue product development, prototype delivery, and consulting services under the terms of this Agreement;
NOW, THEREFORE, in consideration of the mutual promises herein contained, the parties hereby agree as follows:
1.Assumption of Prior Agreement
1.1.iWallet acknowledges that Kyle O’Connor, acting through GEDI, executed a contract with Trafton for the development of iWallet and iPassport devices.
1.2.iWallet agrees to assume all outstanding obligations and responsibilities under said prior agreement, including financial commitments and deliverables.
1.3.Trafton acknowledges and agrees to the transition of responsibility and oversight from GEDI to iWallet leadership, Steve Cabouli effective upon execution of this Agreement.
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Trafton Manufacturing Group
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2.Scope of Work
2.1.Trafton shall deliver the following:
●Functional prototypes of iClutch and iPassport suitable for marketing, fundraising, and demonstration purposes
●Professional product renderings of both the iClutch and iPassport
These deliverables will be provided according to the timeline outlined in the Prototype Timeline
section below.
This Agreement constitutes the sole benchmark for the scope, timing, and completion of the above deliverables.
Trafton agrees to deliver the (4) iClutch and (4) iPassports Prototypes even with outstanding product development invoices. The outstanding invoices will not delay or hold back the delivery of prototypes. The Trafton team understands that these prototypes are the vehicle to secure capital and revenue.
2.2.iWallet and Trafton will also begin collaboration and work on the new, streamlined 2025 version of the iWallet, termed iWallet Slim 2025, per specifications provided by Steve Cabouli, CEO of iWallet, and in accordance with a separate iWallet Slim 2025 Statement of Work (SOW).
3.Prototype Delivery Timeline
The following milestones have been established for the initial product prototypes:
iWallet (iClutch)
●May 3 – Mechanical design complete
●May 8 – Design review with iWallet
●May 12 – Mechanical fab start
●May 22 – Electrical design locked
●May 26 – Mechanical fab complete
●June 2 – Electrical fab start
●June 16 – Final assembly at Trafton US
●June 23 – Delivery of iWallet prototypes to iWallet leadership
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Trafton Manufacturing Group
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iPassport
●May 22 – Electrical design locked
●June 2 – Mechanical design complete (using same electrical board as iWallet)
●June 5 – Design review
●June 9 – Mechanical fab start
●June 23 – Final assembly at Trafton US
●June 30 – Delivery of iPassport prototypes to iWallet leadership
4.Fees and Payment
4.1.iWallet acknowledges that the following outstanding unpaid invoices, originally issued under the existing GEDI agreement, are now due and payable in exchange for product development work to date:
●Invoice #98038 – $11,368
●Invoice #98040 – $11,368
●Invoice #98041 – $ 3,000
●Invoice #98042 – $11,368
Total Outstanding Invoices: $37,104
4.2 Equity in Lieu of Payment and Acknowledgment of Outstanding Invoices
Upon delivery of both the iClutch and iPassport prototypes, iWallet hereby agrees to issue 1,000,000 shares of iWallet common stock to Trafton.
iWallet further acknowledges and assumes full responsibility for the remaining outstanding invoices totaling $37,104.00 as of the date of this agreement.
Payment schedule for outstanding balance:
●The remaining balance of $37,104.00 shall be invoiced in monthly installments along with the new project costs for iWallet Slim 2025 Product Development.
●New project costs will be divided into monthly payments over the development life cycle in accordance with the separate iWallet Slim 2025 Product Development Statement of Work (SOW).
4.3. iWallet agrees to make best efforts to resolve outstanding balances upon receipt of prototypes, and to initiate focused collaboration on remaining product development phases.
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Trafton Manufacturing Group
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4.4 Upon consummation of a new agreement with iWallet to support the development of iPassport, iClutch and the new 2025 iWallet, the existing agreement with GEDI will be deemed void.
5.Future Collaboration on iWallet Slim 2025 Streamlined Version
5.1.iWallet and Trafton shall collaborate on a new 2025 streamlined version of the iWallet.
5.2.This version shall be developed in accordance with specifications and product requirements communicated by Steve Cabouli and iWallet leadership in a Product Requirements Document (PRD).
5.3.A separate iWallet 2025 Streamlined Version Statement of Work (SOW) shall be drafted and signed upon mutual agreement of scope, timeline, and payment for development of a new design for the flagship iWallet product.
6.Production & Risk Management
6.1.All prototype assembly shall be completed in the United States under Trafton supervision to ensure quality control.
6.2.At present, no shipping delays or tariffs impact the project; however, the parties agree to remain adaptable in response to potential changes in supply chain conditions.
7.Communication & Points of Contact
7.1.The key contacts at Trafton for this project shall be David Heeg and Kathy Elrod. Their involvement will ensure continuity and timely project execution.
7.2.iWallet agrees to maintain open and timely communication with Trafton, particularly concerning timelines, deliverables, and payments.
8.Noncircumvention
Consultant agrees that during the term of this Agreement and for a period of two years thereafter, it shall not directly or indirectly circumvent iWallet Inc. in any transaction, partnership, or business opportunity involving third parties introduced or made known to Consultant by iWallet, including but not limited to manufacturers, suppliers, investors, or strategic partners.
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Consultant shall not initiate contact with such third parties for purposes competitive with or related to the business of iWallet without prior written consent.
9.Final Deliverables Transfer
Upon completion of the project and full payment of all fees (whether satisfied by cash, shares, or a combination thereof), Consultant agrees to deliver to iWallet Inc. all final work product and associated files including but not limited to CAD files, Gerber files, source code, schematics, and any supporting technical documentation. iWallet Inc. shall retain full ownership and unrestricted access to these materials for internal use, manufacturing, and regulatory compliance purposes.
10.Miscellaneous
10.1.This agreement recognises that Bill Rochowicz is an employee of iWallet, Inc., and is compensated as agreed between Bill Rochowicz and iWallet, Inc. in a separate arrangement. As such, Bill Rochowicz will not be compensated by Trafton for wages or expenses incurred for services as Program Manager, or any other capacity, for any iWallet project.
10.2.This Agreement shall be governed by and construed under the laws of the State of Washington.
10.2.Any amendments or changes must be made in writing and signed by authorized representatives of both parties.
10.3.This Agreement supersedes all prior understandings and representations regarding the subject matter herein.
Signature Page Follows
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Trafton Manufacturing Group
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ACCEPTANCE AND AGREEMENT
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.
TRAFTON MANUFACTURING GROUP |
| iWALLET, INC. |
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By: /s/ David Heeg |
| By: /s/ Steve Cabouli |
Name: David Heeg |
| Name: Steve Cabouli |
Title: CEO |
| Title: CEO |
Date: 06/06/2025 |
| Date: 06/11/2025 |
© Trafton Manufacturing Group | Confidential Proprietary | 6 |
STATEMENT OF WORK (SOW)
Project:iWallet Slim 2025 Product Development
Date:June 6, 2025
Client:iWallet, Inc.
732 S. 6th Street, Suite R, Las Vegas, NV 89101
This Statement of Work is entered into between Trafton Manufacturing Group (“Trafton”) and iWallet, Inc. (“iWallet”), collectively referred to as the “Parties.”
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This SOW outlines the development, prototyping, product design and refinement of the streamlined 2025 version of the iWallet device, hereby deemed iWallet Slim 2025, based on updated functional and mechanical specifications provided by iWallet CEO, Steve Cabouli.
The 2025 version will improve on previous iterations in form factor, security, performance, manufacturability, and consumer appeal.
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2.1.Objectives:
●iWallet Slim will be redesigned into a thinner, more compact form factor, as defined and mutually agreed upon in the Product Requirements Document (PRD) provided by iWallet leadership.
●Integrate wireless charging in place of USB-C
●Update mechanical design for streamlined pocket carry
●Modify internal component layout for optimized manufacturability
●Maintain core biometric functionality (fingerprint sensor activation)
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Trafton Manufacturing Group
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2.2.Deliverables:
Trafton will provide the following deliverables:
Industrial Design (ID) | Master model based on Product Requirements Document (PRD) developed with iWallet Leadership team |
Mechanical Design | Mechanical design developed in SolidWorks and reviewed at a regular cadence with iWallet Leadership team |
Electrical Design | Electrical design, schematic diagrams and PCB layout in Altium or equivalent formats |
Technical Drawings and Renderings | 2D drawing package for manufacturing and detailed product renderings for marketing materials |
BOM & COGS Estimates | Updated bill of materials and target unit cost breakdown |
Prototypes | Functional prototypes for tactile and interface testing, provided upon initial design release and subsequent revisions or product development milestones |
Platform Revision | Update designs for iClutch and iPassport to integrate the new, smaller electronic components from iWallet 2025 |
Estimated Total Duration: 20 weeks from SOW approval to production ramp. Much of this work will happen in parallel, not sequentially.
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Trafton Manufacturing Group
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4.1Fees and Standard Payment Terms
The estimated cost for the iWallet 2025 Product Design Project is $129,900.
In order to expedite SOW and minimize costs, this does not include the cost of prototypes, which will be quoted separately at design lock and release for fabrication.
Consulting Services will be invoiced monthly in accordance with the following Payment Terms:
1.Invoicing will begin on 6/15/2025 and continue for 6 months to 12/15/2025. The estimated cost will be divided evenly, for example: $129,900 / 7 months = $18,557.14 per month.
2.Invoices will also include a separate line item for monthly payments on the outstanding balance of $37,104.00 as agreed in the separate PRODUCT DEVELOPMENT & CONSULTING AGREEMENT entered into on June 5, 2025. For example: $37,104.00 / 7 months = $5,300.57 per month.
3.Trafton understands that iWallet is in a funding round for this project. Therefore Trafton has agreed to the following offer of Equity in Lieu of Payment.
4.2iWallet, Inc. Equity in Lieu of Payment
1.Monthly Invoicing and Stock Compensation: Trafton will invoice iWallet at the end of each month for work performed under the Statement of Work (SOW). Within five (5) business days of receiving each invoice, iWallet will issue common shares to Trafton at a ratio of 2:1 to the face value of the invoice. This confirms Trafton's agreement to accept iWallet common stock in lieu of cash payment for services rendered on the SOW.
2.Payment Timeframe: It is understood that there will be no specific timeframe for iWallet to make cash payments for these outstanding invoices, as this arrangement is designed to support iWallet's capital-raising efforts.
3.Share Buy-Back Option (Key Point): iWallet shall have the option, at any time, to repurchase the common shares it has issued to Trafton for services rendered under the iWallet SOW. The repurchase price for such shares will be based on the original face value of the corresponding outstanding invoice for which the shares were issued, plus any interest accrued at an annual rate of 12%.
4.Example: If, by the fourth month, Trafton is owed $40,000 for SOW work and iWallet has issued common stock valued at $80,000 (at the 2:1 ratio) for those services, iWallet has the option to buy back those specific shares from Trafton for the $40,000 original face value of the outstanding invoice plus 12% accrued annual interest to the date of repurchase.
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●Provide timely and complete product specifications (final approval provided by Steve)
●Participate in weekly check-in meetings
●Provide feedback within 3 business days on submitted designs and prototypes
●Confirm approval for design freeze and prototyping
Any requested changes in scope, timeline, or deliverables after this SOW is executed shall be documented in a written Change Order and agreed upon by both parties prior to execution.
Consultant agrees that during the term of this Agreement and for a period of two years thereafter, it shall not directly or indirectly circumvent iWallet Inc. in any transaction, partnership, or business opportunity involving third parties introduced or made known to Consultant by iWallet, including but not limited to manufacturers, suppliers, investors, or strategic partners.
Consultant shall not initiate contact with such third parties for purposes competitive with or related to the business of iWallet without prior written consent.
Upon completion of the project and full payment of all fees (whether satisfied by cash, shares, or a combination thereof), Consultant agrees to deliver to iWallet Inc. all final work product and associated files including but not limited to CAD files, Gerber files, source code, schematics, and any supporting technical documentation. iWallet Inc. shall retain full ownership and unrestricted access to these materials for internal use, manufacturing, and regulatory compliance purposes.
Signature Page Follows
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Trafton Manufacturing Group
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By signing below, the parties confirm their agreement to the terms and scope of this SOW.
TRAFTON MANUFACTURING GROUP |
| iWALLET, INC. |
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By: /s/ David Heeg |
| By: /s/ Steve Cabouli |
Name: David Heeg |
| Name: Steve Cabouli |
Title: CEO |
| Title: CEO |
Date: 06/06/2025 |
| Date: 06/11/2025 |
© Trafton Manufacturing Group | Confidential Proprietary | 5 |