Current Report Filing (8-k)
August 21 2014 - 3:08PM
Edgar (US Regulatory)
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): August 12, 2014
iWallet Corporation
(Exact name of registrant as specified in its charter)
Nevada |
333-168775 |
27-1830013 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
P.O. Box 261013
San Diego, CA |
92196 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: 303-406-2220
___________________________________________________
(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 (17CFR 230.425) |
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[ ] |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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[ ] |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
SECTION 4- Matters
Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s
Certifying Accountant.
On August 12, 2014, Silberstein Ungar, PLLC
(the “Former Accountant”) resigned as our independent auditor. The Former Accountant resigned because most of its client
base has been acquired by another firm. Also on August 12, 2014, our board of directors appointed MNP, LLP (the “New Accountant”)
as our new independent registered public accounting firm.
The Former Accountant’s audit reports
on the financial statements for our former fiscal years ended June 30, 2013 and 2012 contained no adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, with exception of uncertainty
regarding our ability to continue as a going concern.
During the former fiscal years ended June 30,
2013 and 2012, and through the interim periods ended August 12, 2014, there were no “disagreements” (as such term is
defined in Item 304 of Regulation S-K) with the Former Accountant on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of the Former Accountant
would have caused them to make reference thereto in their reports on the financial statements for such periods.
During the fiscal years ended June 30, 2013
and 2012, and through the interim periods ended August 14, 2014, there were the following “reportable events” (as such
term is defined in Item 304 of Regulation S-K). As disclosed in Part I, Item 4 of the Company’s Form 10-Q for the quarterly
period ended March 31, 2014, the Company’s management determined that the Company’s internal controls over financial
reporting were not effective as of the end of such period due to the existence of material weaknesses related to the following:
| (i) | inadequate segregation of duties and effective risk assessment; and |
| (ii) | insufficient written policies and procedures for accounting and financial reporting with respect
to the requirements and application of both US GAAP and SEC guidelines. |
These material weaknesses have not been remediated
as of the date of this Current Report on Form 8-K.
Other than as disclosed above, there were no
reportable events during the fiscal years ended June 30, 2013 and 2012, and through the interim periods ended August 12, 2014.
Prior to retaining the New Accountant, we did
not consult with the New Accountant regarding either: (i) the application of accounting principles to a specified transaction,
either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements;
or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are
defined in Item 304 of Regulation S-K).
On August 18, 2014, the Company provided the
Former Accountant with its disclosures in this Current Report on Form 8-K disclosing the dismissal of the Former Accountant and
requested in writing that the Former Accountant furnish us with a letter addressed to the Securities and Exchange Commission stating
whether or not they agree with such disclosures. The Former Accountant’s response is filed as an exhibit to this Current
Report on Form 8-K.
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/ Steven Cabouli
Steven Cabouli
Chief Executive Officer
Date: August 21, 2014
Silberstein Ungar, PLLC CPAs and Business
Advisors
Phone (248) 203-0080
Fax (248) 281-0940
30600 Telegraph Road, Suite 2175
Bingham Farms, MI 48025-4586
www.sucpas.com
August 20, 2014
Securities and Exchange Commission
Office of the Chief Accountant
100 F Street, N.E.
Washington, DC 205497561
Re: iWallet Corporation
We have read the statements included in the 8-K dated August
12, 2014 of iWallet Corporation to be filed with the Securities and Exchange Commission and are in agreement with the statements
concerning our firm.
We have no basis to agree or disagree with the other statements
included in such Form 8-K.
Sincerely,
/s/ Silberstein Ungar, PLLC
Silberstein Ungar, PLLC
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