UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): October 6, 2014
iWallet Corporation
(Exact name of small business issuer
as specified in its charter)
| Nevada |
27-1830013 |
| (State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
| 7394 Trade Street, San Diego, California 92121 |
| (Address of principal executive offices) |
| 1-800-508-5042 |
| (Issuer’s telephone number) |
|
_____________________________________
(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 (see General Instruction
A.2. below):
[ ] 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))
Section 5 – Corporate Governance and Management
Item 5.02. Departure of Directors or Principal
Officers; Election of Directors; Appointment of Principal Officers.
On October 6, 2014, our Board of Directors appointed Charles
Ng, Carl Rosen, and Anthony Durkacz to serve as members of our Board of Directors.
Carl Rosen is principal of Shelter Rock International,
LLC, which provides comprehensive consulting services specializing in the luxury goods sector. He consults in the launch or expansion
of watch, jewelry or eyewear lines on a worldwide basis, licensing, sourcing, asset disposition, and sales of state-of-the-art
marketing, sales and survey technologies. Mr. Rosen also currently serves as the Director of Anti-counterfeiting of the American
Watch Guild. Prior to founding Shelter Rock International in 2010, Mr. Rosen was with Bulova Corporation, an international consumer
luxury goods company, and its former parent company, Loews Corporation. Loews Corporation is a conglomerate with holdings in insurance,
hotels and energy, and previously in tobacco and theaters. In 2008, Bulova was acquired by Citizen Watch Co. Ltd (Japan.) From
1980 – 2001, Mr. Rosen simultaneously held different positions in both organizations. From 2007 to 2010, he was the Chief
Operating Officer of Bulova Corporation. From 2002 to 2007, he was the Senior Vice President for Worldwide Operations at Bulova.
From 1999 to 2001 he was Chief Information Officer at Loews while also serving as a Senior Vice President for Bulova. From 1988
to 1999, he served as Executive Directors of Systems Development at Loews Corporation while also serving as an Executive Vice President
at Bulova Corporation. From 1985 to 1988, Mr. Rosen was the Director of the Information Center at Loews. From 1980 to 1985, he
was a Consultant for Management Advisory Services at Loews. From 1977 to 1980, he was the Manager of International Finance and
Planning at Continental Can Company. Mr. Rosen holds an MBA from the Wharton School at the University of Pennsylvania, and a B.S.
in Civil Engineering from Tufts University.
Charles Ng is currently the VP of Sales, Americas
for NEXT Biometrics. In that position, he is responsible for selling biometric sensor solutions to top tier mobile and P.C. original
equipment manufacturers as well as the standard biometrics physical access control, token and NEXT enable biometrics market spaces.
Prior to this position, Mr. Ng was the head of FingerPrint Cards’ biometric business operations in North America, where he
was responsible mainly for the top tier PC and mobile market segments. In 2005, he joined UPEK, a leader in biometric fingerprint
security solutions, as its Sales Director Americas. At UPEK, Mr. Ng grew the revenue from $200K to $24M in two years. He
managed sales to major Asia original design manufacturers, including Foxconn, Wistron, Chicony in China, IIDA in Japan. In
2010, UPEK merged with AuthenTec, which was later acquired by Apple. Inc. in 2012. During his time with UPEK/Authentic/Apple, he
was responsible for selling over $110M in biometric fingerprint reader solutions. Prior to that position, Mr. Ng was the
VP of Sales at Valicert, a secure internet communications leader. Mr. Ng has also worked in the telecommunications industry at
ROLM/IBM/Siemens, Network Equipment Technologies and Copper Mountain Networks; holding various business development and sales management
positions. He holds a Bachelors degree in Business Administration.
Anthony Durkacz is currently Executive Vice-President
at First Republic Capital Corp., a position he has held since January 2014. From January to December 2013, he was the President
of Capital Ideas Investor Relations. From January 2011 to January 2013, he was CFO and a director of Snipp Interactive Inc.. He
was instrumental in the financing and public listing of Snipp Interactive Inc. with operations in Canada, the USA, Mexico and India.
Mr. Durkacz is also the owner and president of Fortius Research & Trading Corp., which provides financial and accounting consulting
services to micro and small cap companies in various sectors, and develops investment strategies for high net worth individuals.
From 2006 to 2009, he served as COO and CFO of MKU Canada Inc. and engaged in mergers and acquisitions around the globe. From 2002
to 2006, he served as CFO of Astris Energi Inc., a dually listed public company in the US and Canada which was acquired by an international
conglomerate. He began his career at TD Securities on the capital markets trading floor. Mr. Durkacz holds an Honors Bachelor of
Business Administration from Brock University with a major in both Accounting and Finance.
At this time, compensation arrangements for our newly appointed
directors are the subject of ongoing development and are in the process of being finalized. We will make appropriate additional
disclosures when final arrangements have been documented.
Except as set forth below, our newly-appointed Directors
have not had any material direct or indirect interest in any of our transactions or proposed transactions over the last two years:
- Through his consultancy firm, Shelter Rock International,
LLC, Carl Rosen has provided advisory services to our company as needed and on an hourly basis. Generally, these services have
been provided at a rate of $225 per hour under a Consulting and Advisory Service Agreement executed with our accounting predecessor.
A copy of the agreement is filed herewith as Exhibit 10.1. We expect that the agreement will be updated and ratified by our current
board in the near future.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
SIGNATURES
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 Corporation
/s/ Jack B. Chadsey
Jack B. Chadsey
Chief Executive Officer
Date: October 7, 2014
CONSULTING AND ADVISORY SERVICE AGREEMENT
This agreement dated 5/14/2014 between Shelter
Rock International, LLC of 59 Shelter Rock Road, Stamford, CT 06903, hereafter designated as “Consultant” and iWallet
Corporation of San Diego, CA hereafter designated as “CLIENT” defines the scope of consulting and advisory services
and the Consultant's compensation, as well as various ANCILLARY terms and conditions.
Consulting and advisory services shall be provided
by the Consultant to CLIENT on a periodic basis, agreed in advance during planning sessions or through emails or verbal communication,
and will cover the scope identified in the Appendices to this document which may be modified from time to time by mutual agreement.
CLIENT recognizes that the Consultant will be working on behalf of CLIENT on a part-time basis.
2.
Remuneration
2.1.
A fee of $225 per hour up to a maximum of $1500 per day shall be paid by CLIENT to the Consultant.
Should a calendar monthly fee, excluding expenses, exceed five thousand dollars ($5000).the hourly rate will be discounted by 10%
for that month.
2.2.
Consultant services will be approved by CLIENT in advance of services or through a mutually
agreed upon Appendix to this document covering the consulting services to be provided.
2.3.
Should Consultant identify candidates for sales or management positions for CLIENT or affiliates,
and they are hired as employees or independent contractors, Consultant will be paid a $4000 finder's fee within 30 days of the
start date of the new hire or $2500 for a part time employee or independent contractor. If the person is hired through a search
firm and a search fee paid, no fee will be due Consultant. If a finder's fee is paid to the Consultant, the Consultant will not
charge hourly or dally rates for any work in soliciting the candidate. CLIENT will reimburse Consultant for any travel and related
expenses related to the solicitation. The determination of the selection of an employee or agent will be solely the responsibility
of CLIENT.
2.4.
Payments shall be made on an “independent contractor” basis (IRS Form 1099-MISC}
and remitted by the 10th day following the calendar month end, via check or electronic funds transfer to
Shelter Rock International,
LLC Attention: Carl E. Rosen
59 Shelter Rock
Road
Stanford, CT 06903
The consultant takes full responsibility
for declaring and paying taxes and dues related to this income.
2.5.
Payments shall be made on an "independent contractor" basis (IRS Form 1099-MISC}
and remitted by the 10th day following the calendar month end, via check or electronic funds transfer to Consultant
will be entitled, in addition to any other rights it may have, to reimbursement for its expenses including its reasonable costs
and reasonable attorney's fees in the event of a default by CLIENT in any obligations under this agreement.
3.
Expenses
Travel will be authorized by CLIENT in advance.
Business expenses incurred by the Consultant shall be reimbursed based on a monthly expense claim and shall cover the following
general expense categories
3.1.
Rental car costs shall be reimbursed when on assignment.
3.2.
Air Fare, including transport service to local airports, as incurred.
3.3.
Reasonable hotel charges.
3.4.
Reasonable lunch and dinner expenses when on assignment away from home base in Connecticut.
3.5.
Entertainment expense, where authorized.
3.6.
Communication costs incurred on behalf of CLIENT.
4.
Contract Period and Renewal
4.1.
The contract shall begin from the effective date of this agreement.
4.2.
Either party shall have the right to terminate this contract at any time with 30 days written
notice. CLIENT agrees to pay for work performed through the date of the termination. Upon termination each party will promptly,
and at the direction of the other party, either return or destroy, and will not take or use, any items of any nature that belong
to the other party and all items containing or related to the Confidential Information of the other party..
5.
Limitation of Liabilities
5.1.
In providing the services defined under paragraph 1,the Consultant shall in no way be held
responsible for losses incurred by CLIENT or any other undesired effect or results, even if such losses can be directly attributed
to the consulting, research or other advice, with or without the benefit of hindsight. CUENT is free to act upon or discard all
consulting work and advice provided by the Consultant and CUENT therefore takes full responsibility for all consequences thereof.
In addition, in the event that the Consultant is asked to represent CLIENT in any way, the Consultant shall be fully indemnified
by CLIENT for any ability or other damages subsequently attributed to such representation. Consultant's services to Client shall
be deemed authorized activities of a Director of Client under the terms of Client's Directors and Officers Liability Insurance
coverage so long as Consultant serves as a member of Client's Board of Directors.
6.
Non-Disclosure Agreement
The Consultant has separately agreed to terms
of Non-Disclosure of confidential information, attached to this document for reference. The Non-Disclosure provisions will survive
the termination of this agreement.
| 7. | Governing Law and Jurisdiction |
This Agreement shall be governed by the laws of the State of Connecticut
without giving effect to the applicable conflicts of law provisions. Each party consents to the jurisdiction of the state and federal
courts located in Connecticut to resolve any dispute arising out of or related to this Agreement.
The parties have executed this agreement with effect from 5/1/2014,
evidenced by signatures below:
|
“Consultant”
/s/ Carl E. Rosen |
“CLIENT”
/s/ Steven Cabouli |
| Principal, Carl E Rosen |
President, Steven Cabouli |
| Title/Name |
Title/Name |
| Date: 5/15/14 |
Date: 5/15/14 |
|
Shelter Rock International, LLC
Shelter Rock Road
Stamford, CT 06903
Phone: 203 .329.0318
Email:carlerosen@gmail.com |
iWallet
7968 Arjons Drive
San Diego, CA 92126
858-877-3195
steve@iwalletusa.com |
Appendix A
Consulting Services - EXAMPLE ONLY
Consulting services will be performed at the direction of Steven
Cabouli or his designee.
Consultant will assist in the presentation of financial projections
and industry overview to potential investors.
Consultant will provide input for potential licensing agreements
Consultant will provide input to company management for the development
and execution of a business plan with priorities, risks and timetables.
| c. | Marketing including but not limited to social media, web presence, public relations, event planning
as well as tradition media |
| e. | Licensing opportunities |
| f. | Logistics including customer relations |
| h. | Organizational structure |
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