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<head><title>S8</title> </head> <body style="MARGIN-TOP:0px; FONT-FAMILY:'Times New Roman'; COLOR:#000000; FONT-SIZE:10pt"> <p style="MARGIN:0px; FONT-SIZE:12pt" align=center><b>UNITED STATES</b></p> <p style="MARGIN:0px; FONT-SIZE:12pt" align=center><b>SECURITIES AND EXCHANGE COMMISSION</b></p> <p style="MARGIN:0px; FONT-SIZE:12pt" align=center><b>Washington, D.C. 20549</b></p> <p style=MARGIN:0px align=center><br></p> <p style="MARGIN:0px; FONT-SIZE:12pt" align=center><b>FORM S-8</b></p> <p style=MARGIN:0px align=center><br></p> <p style="MARGIN:0px; FONT-SIZE:12pt" align=center><b>REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933</b></p> <p style=MARGIN:0px align=center><br></p> <table bordercolor=transparent style="MARGIN-TOP:0px; FONT-SIZE:10pt" cellpadding=0 cellspacing=0 align=center> <tr height=0 style=FONT-SIZE:0px> <td width=325> <td width=325 /> </tr><tr> <td width=651 colspan=2 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=center><u>iWallet Corporation</u></p> <p style=MARGIN:0px align=center>(Exact name of registrant as specified in its charter)</p></td></tr> <tr> <td width=651 colspan=2 style=MARGIN-TOP:0px valign=top> <p style="PADDING-BOTTOM:0px; MARGIN:0px; PADDING-LEFT:0px; PADDING-RIGHT:0px; PADDING-TOP:0px">&nbsp;</p></td></tr> <tr> <td width=325 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=center><u>Nevada</u></p> <p style=MARGIN:0px align=center>(State or other jurisdiction of</p> <p style=MARGIN:0px align=center>incorporation or organization)</p></td> <td width=325 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=center><u>27-1830013</u></p> <p style=MARGIN:0px align=center>(I.R.S. Employer Identification No.)</p></td></tr> <tr> <td width=325 style=MARGIN-TOP:0px valign=top> <p style="PADDING-BOTTOM:0px; MARGIN:0px; PADDING-LEFT:0px; PADDING-RIGHT:0px; PADDING-TOP:0px">&nbsp;</p></td> <td width=325 style=MARGIN-TOP:0px valign=top> <p style="PADDING-BOTTOM:0px; MARGIN:0px; PADDING-LEFT:0px; PADDING-RIGHT:0px; PADDING-TOP:0px">&nbsp;</p></td></tr> <tr> <td width=325 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=center>7394 Trade Street</p> <p style=MARGIN:0px align=center><u>San Diego, California 92121</u></p> <p style=MARGIN:0px align=center>(Address of Principal Executive Offices)</p></td> <td width=325 style=MARGIN-TOP:0px valign=top> <p style="PADDING-BOTTOM:0px; MARGIN:0px; PADDING-LEFT:0px; PADDING-RIGHT:0px; PADDING-TOP:0px">&nbsp;</p></td></tr> <tr> <td width=325 style=MARGIN-TOP:0px valign=top> <p style="PADDING-BOTTOM:0px; MARGIN:0px; PADDING-LEFT:0px; PADDING-RIGHT:0px; PADDING-TOP:0px">&nbsp;</p></td> <td width=325 style=MARGIN-TOP:0px valign=top> <p style="PADDING-BOTTOM:0px; MARGIN:0px; PADDING-LEFT:0px; PADDING-RIGHT:0px; PADDING-TOP:0px">&nbsp;</p></td></tr> <tr> <td width=651 colspan=2 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=center><u>iWallet Corp. 2015 Incentive Plan</u></p> <p style=MARGIN:0px align=center>(Full title of the plan)</p></td></tr> <tr> <td width=651 colspan=2 style=MARGIN-TOP:0px valign=top> <p style="PADDING-BOTTOM:0px; MARGIN:0px; PADDING-LEFT:0px; PADDING-RIGHT:0px; PADDING-TOP:0px">&nbsp;</p></td></tr> <tr> <td width=651 colspan=2 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=center><u>Clark Agency, LLC, 5915 Edmond, Ste. 125, Las Vegas, NV 89118</u></p> <p style=MARGIN:0px align=center>(Name and address of agent for service)</p></td></tr> <tr> <td width=651 colspan=2 style=MARGIN-TOP:0px valign=top> <p style="PADDING-BOTTOM:0px; MARGIN:0px; PADDING-LEFT:0px; PADDING-RIGHT:0px; PADDING-TOP:0px">&nbsp;</p></td></tr> <tr> <td width=651 colspan=2 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=center><u>1-800-508-5042</u></p> <p style=MARGIN:0px align=center>(Telephone number, including area code, of agent for service)</p></td></tr></table> <p style=MARGIN:0px align=center><br></p> <p style=MARGIN:0px align=center><b>CALCULATION OF REGISTRATION FEE</b></p> <p style=MARGIN:0px align=center><br></p> <p style="LINE-HEIGHT:2.85pt; MARGIN:0px" align=center><br></p> <table bordercolor=transparent style="MARGIN-TOP:0px; FONT-SIZE:10pt" cellpadding=0 cellspacing=0 align=center> <tr height=0 style=FONT-SIZE:0px> <td width=124> <td width=118> <td width=146> <td width=138> <td width=124 /> </tr><tr> <td width=124 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px; BORDER-TOP:#000000 1px solid" valign=bottom> <p style=MARGIN:0px>Title of Securities</p> <p style=MARGIN:0px>to be Registered(1)</p></td> <td width=118 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px; BORDER-TOP:#000000 1px solid" valign=bottom> <p style=MARGIN:0px align=center>Amount to be</p> <p style=MARGIN:0px align=center>Registered(2)</p></td> <td width=146 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px; BORDER-TOP:#000000 1px solid" valign=bottom> <p style=MARGIN:0px align=center>Proposed Maximum</p> <p style=MARGIN:0px align=center>Offering Price Per</p> <p style=MARGIN:0px align=center>Share(3)</p></td> <td width=138 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px; BORDER-TOP:#000000 1px solid" valign=bottom> <p style=MARGIN:0px align=center>Proposed Maximum</p> <p style=MARGIN:0px align=center>Aggregate Offering</p> <p style=MARGIN:0px align=center>Price(3)</p></td> <td width=124 style="BORDER-BOTTOM:#000000 1px solid; MARGIN-TOP:0px; BORDER-TOP:#000000 1px solid" valign=bottom> <p style=MARGIN:0px align=center>Amount of</p> <p style=MARGIN:0px align=center>Registration Fee</p></td></tr> <tr> <td width=124 style="BORDER-BOTTOM:#000000 3px double; BACKGROUND-COLOR:#dbe5f1; MARGIN-TOP:0px"> <p style=MARGIN:0px>Common Stock</p> <p style=MARGIN:0px>$0.001 par value</p></td> <td width=118 style="BORDER-BOTTOM:#000000 3px double; BACKGROUND-COLOR:#dbe5f1; MARGIN-TOP:0px"> <p style=MARGIN:0px align=center>3,000,000</p> <p style=MARGIN:0px align=center>Shares</p></td> <td width=146 style="BORDER-BOTTOM:#000000 3px double; BACKGROUND-COLOR:#dbe5f1; MARGIN-TOP:0px"> <p style=MARGIN:0px align=center>$0.065</p> <p style=MARGIN:0px align=center>Per Share</p></td> <td width=138 style="BORDER-BOTTOM:#000000 3px double; BACKGROUND-COLOR:#dbe5f1; MARGIN-TOP:0px"> <p style=MARGIN:0px align=center>$195,000</p></td> <td width=124 style="BORDER-BOTTOM:#000000 3px double; BACKGROUND-COLOR:#dbe5f1; MARGIN-TOP:0px"> <p style=MARGIN:0px align=center>$19.64</p></td></tr></table> <p style=MARGIN:0px align=justify><br></p> <p style="MARGIN-TOP:0px; TEXT-INDENT:42px; WIDTH:66px; MARGIN-BOTTOM:-2px; FLOAT:left; FONT-SIZE:8pt"><sup>(1)</sup></p> <p style="TEXT-INDENT:-2px; MARGIN:0px; PADDING-LEFT:66px; PADDING-RIGHT:20px; FONT-SIZE:8pt" align=justify>This registration statement covers the common stock issuable upon the exercise of options issued under our plan titled &#147;iWallet Corp. 2015 Incentive Plan.&#148; </p> <p style="MARGIN:0px; CLEAR:left" align=justify><br></p> <p style="MARGIN-TOP:0px; TEXT-INDENT:42px; WIDTH:66px; MARGIN-BOTTOM:-2px; FLOAT:left; FONT-SIZE:8pt"><sup>(2)</sup></p> <p style="TEXT-INDENT:-2px; MARGIN:0px; PADDING-LEFT:66px; PADDING-RIGHT:20px; FONT-SIZE:8pt" align=justify>This registration statement shall also cover an indeterminable number of additional shares of common stock which may become issuable under the iWallet Corp. 2015 Incentive Plan by reason of any stock dividend, stock split, re-capitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant&#146;s outstanding shares of common stock.</p> <p style="MARGIN:0px; CLEAR:left" align=justify><br></p> <p style="MARGIN-TOP:0px; TEXT-INDENT:42px; WIDTH:66px; MARGIN-BOTTOM:-2px; FLOAT:left; FONT-SIZE:8pt"><sup>(3)</sup></p> <p style="TEXT-INDENT:-2px; MARGIN:0px; PADDING-LEFT:66px; PADDING-RIGHT:20px; FONT-SIZE:8pt" align=justify>Estimated solely for the purpose of calculating the registration fee. &nbsp;Pursuant to Rule 457(c) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the bid and asked price as of a specified date within five business days prior to the date of filing the registration statement. &nbsp;</p> <p style="MARGIN:0px; PADDING-LEFT:0px; CLEAR:left" align=center>________________</p> <p style=MARGIN:0px align=center>Copies to:</p> <p style=MARGIN:0px align=center>Joe Laxague, Esq.</p> <p style=MARGIN:0px align=center>&nbsp;Laxague Law, Inc.</p> <p style=MARGIN:0px align=center>1 East Liberty, Suite 600</p> <p style=MARGIN:0px align=center>Reno, Nevada 89501</p> <p style=MARGIN:0px align=center>(775) 234-5221</p> <p style=MARGIN:0px align=center><br></p> <p style=MARGIN:0px align=center><br><br></p> <hr size=1 noshade style="MARGIN-BOTTOM:9px; PADDING-TOP:9px"> <p style="PAGE-BREAK-BEFORE:always; MARGIN:0px" align=center><b>EXPLANATORY NOTE</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>On October 13, 2015, the Board of Directors of iWallet Corporation &nbsp;(the &#147;Company&#148;) approved the adoption of the iWallet Corp. 2015 Incentive Plan (the &#147;Plan&#148;). The purpose of this Registration Statement on Form S-8 is to register with the Securities and Exchange Commission (the &#147;Commission&#148;) 3,000,000 shares of the Company&#146;s common stock, par value $0.001 per share (the &#147;Common Stock&#148;), which may be issued by the Company upon the exercise of options granted, or other awards made, pursuant to the terms of the Plan. The reports most recently filed by the Company with the Commission are listed below in Part II, Item 3.</p> <p style=MARGIN:0px align=center><br></p> <p style=MARGIN:0px align=center><b>PART I</b></p> <p style=MARGIN:0px align=center><br></p> <p style=MARGIN:0px align=center><b>INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><b>Item 1. &nbsp;Plan Information.*</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><b>Item 2. &nbsp;Registrant Information and Employee Plan Annual Information.*</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>* &nbsp;The documents containing the information concerning the Plan specified in Part I of the instructions to Registration Statement on Form S-8 have been or will be sent or given to the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933 (the &#147;Securities Act&#148;). In accordance with the Note to Part I of the instructions to Registration Statement on Form S-8, such documents are not filed with the Securities and Exchange Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=center><b>PART II</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><b>Item 3. &nbsp;Incorporation of Documents by Reference.</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:</p> <p style=MARGIN:0px align=justify><br></p> <p style="MARGIN-TOP:0px; TEXT-INDENT:48px; WIDTH:96px; MARGIN-BOTTOM:-2px; FLOAT:left">(1)</p> <p style="TEXT-INDENT:-2px; MARGIN:0px; PADDING-LEFT:96px" align=justify>Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 31, 2015; &nbsp;</p> <p style="MARGIN:0px; CLEAR:left" align=justify><br></p> <p style="MARGIN-TOP:0px; TEXT-INDENT:48px; WIDTH:96px; MARGIN-BOTTOM:-2px; FLOAT:left">(2)</p> <p style="TEXT-INDENT:-2px; MARGIN:0px; PADDING-LEFT:96px" align=justify>Quarterly Reports on Form 10-Q for the periods ended March 31, 2015 and June 30, 2015 filed with the Commission on May 15, 2015, and August 17, 2015, respectively; and &nbsp;</p> <p style="MARGIN:0px; CLEAR:left" align=justify><br></p> <p style="MARGIN-TOP:0px; TEXT-INDENT:48px; WIDTH:96px; MARGIN-BOTTOM:-2px; FLOAT:left">(3)</p> <p style="TEXT-INDENT:-2px; MARGIN:0px; PADDING-LEFT:96px" align=justify>Current Reports on Form 8-K, filed with the Commission on May 8, 2015, July 13, 2015, September 9, 2015, and October 19, 2015; and</p> <p style="MARGIN:0px; CLEAR:left" align=justify><br></p> <p style="TEXT-INDENT:-48px; MARGIN:0px; PADDING-LEFT:96px" align=justify>All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. &nbsp;Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br><br></p> <p style="MARGIN:0px; FONT-SIZE:8pt" align=center>2</p> <p style=MARGIN:0px align=justify><br></p> <hr size=1 noshade style="MARGIN-BOTTOM:9px; PADDING-TOP:9px"> <p style="PAGE-BREAK-BEFORE:always; MARGIN:0px" align=justify><b>Item 4. &nbsp;Description of Securities. </b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>Not Applicable</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><b>Item 5. &nbsp;Interests of Named Experts and Counsel.</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>No expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its parents or subsidiaries. &nbsp;Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><b>Item 6. &nbsp;Indemnification of Directors and Officers.</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our articles of incorporation and our bylaws.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>Pursuant to our articles of incorporation and our bylaws, we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, (other than an action by or in the right of us) by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the company or is or was serving at the request of us as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably believed to be in our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a pleas of nolo contenders or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in our best interests and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful. </p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>Our articles of incorporation and bylaws also provide that we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of our company or procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of our company or is or was serving at our request as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in our best interests: but no indemnification shall be made in respect to any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to us unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>To the extent that a director, officer, employee, fiduciary or agent of a corporation has been successful on the merits in defense of any action, suit, or proceeding referred to in the preceding two paragraphs or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>The indemnification provided by the provisions described in this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under our articles of incorporation, the bylaws, agreements, vote of the shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br><br></p> <p style="MARGIN:0px; FONT-SIZE:8pt" align=center>3</p> <p style=MARGIN:0px align=justify><br></p> <hr size=1 noshade style="MARGIN-BOTTOM:9px; PADDING-TOP:9px"> <p style="PAGE-BREAK-BEFORE:always; MARGIN:0px" align=justify><br></p> <p style=MARGIN:0px align=justify><b>Item 7. &nbsp;Exemption from Registration Claimed.</b></p> <p style=MARGIN:0px align=justify><br></p> <p style="TEXT-INDENT:-192px; MARGIN:0px; PADDING-LEFT:192px" align=justify>Not applicable. &nbsp;</p> <p style=MARGIN:0px align=justify>&nbsp;</p> <p style="TEXT-INDENT:-48px; MARGIN:0px; PADDING-LEFT:48px" align=justify><b>Item 8. &nbsp;Exhibits.</b></p> <p style=MARGIN:0px align=justify><br></p> <table bordercolor=transparent style="MARGIN-TOP:0px; FONT-SIZE:10pt" cellpadding=0 cellspacing=0> <tr height=0 style=FONT-SIZE:0px> <td width=74> <td width=582 /> </tr><tr> <td width=74 style=MARGIN-TOP:0px valign=bottom> <p style=MARGIN:0px>Exhibit </p> <p style=MARGIN:0px><u>Number</u></p></td> <td width=582 style=MARGIN-TOP:0px valign=bottom> <p style=MARGIN:0px><u>Description</u></p></td></tr> <tr> <td width=74 style="BACKGROUND-COLOR:#dbe5f1; MARGIN-TOP:0px" valign=top><p style=MARGIN:0px align=justify>4.1</p></td> <td width=582 style="BACKGROUND-COLOR:#dbe5f1; MARGIN-TOP:0px" valign=top><p style=MARGIN:0px align=justify>iWallet Corp. 2015 Incentive Plan</p></td></tr> <tr> <td width=74 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=justify>5.1</p></td> <td width=582 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=justify>Opinion of Laxague Law, Inc. regarding validity of securities with consent to use</p></td></tr> <tr> <td width=74 style="BACKGROUND-COLOR:#dbe5f1; MARGIN-TOP:0px" valign=top><p style=MARGIN:0px align=justify>23.1</p></td> <td width=582 style="BACKGROUND-COLOR:#dbe5f1; MARGIN-TOP:0px" valign=top><p style=MARGIN:0px align=justify>Consent of MNP, LLP, Independent Registered Public Accounting Firm</p></td></tr> <tr> <td width=74 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=justify>24.1</p></td> <td width=582 style=MARGIN-TOP:0px valign=top> <p style=MARGIN:0px align=justify>Power of Attorney (included on the signature page hereof) </p></td></tr></table> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><b>Item 9. &nbsp;Undertakings.</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>A. The undersigned registrant hereby undertakes:</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: &nbsp;</p> <p style=MARGIN:0px align=justify><br></p> <p style="TEXT-INDENT:48px; MARGIN:0px" align=justify>(i) To include any prospectus required by section 10(a)(3) of the Securities Act;</p> <p style=MARGIN:0px align=justify><br></p> <p style="TEXT-INDENT:48px; MARGIN:0px" align=justify>(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the &#147;Calculation of Registration Fee&#148; table in the effective registration statement; or</p> <p style=MARGIN:0px align=justify><br></p> <p style="TEXT-INDENT:48px; MARGIN:0px" align=justify>(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>provided, however, that paragraphs (i) and (ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. </p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser: </p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br><br></p> <p style="MARGIN:0px; FONT-SIZE:8pt" align=center>4</p> <p style=MARGIN:0px align=justify><br></p> <hr size=1 noshade style="MARGIN-BOTTOM:9px; PADDING-TOP:9px"> <p style="PAGE-BREAK-BEFORE:always; MARGIN:0px" align=justify><br></p> <p style="TEXT-INDENT:48px; MARGIN:0px" align=justify>(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;</p> <p style=MARGIN:0px align=justify><br></p> <p style="TEXT-INDENT:48px; MARGIN:0px" align=justify>(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant; </p> <p style=MARGIN:0px align=justify><br></p> <p style="TEXT-INDENT:48px; MARGIN:0px" align=justify>(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and </p> <p style=MARGIN:0px align=justify><br></p> <p style="TEXT-INDENT:48px; MARGIN:0px" align=justify>(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. </p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant&#146;s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan&#146;s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. </p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the Nevada Revised Statutes, the Articles of Incorporation of the registrant, the Bylaws of the registrant, indemnification agreements entered into between the registrant and its officers and directors or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. </p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=center><br><br></p> <p style="MARGIN:0px; FONT-SIZE:8pt" align=center>5</p> <p style=MARGIN:0px align=justify><br></p> <hr size=1 noshade style="MARGIN-BOTTOM:9px; PADDING-TOP:9px"> <p style="PAGE-BREAK-BEFORE:always; MARGIN:0px" align=center><b>SIGNATURES</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and authorized this registration statement to be signed on its behalf by the undersigned, in San Diego, California, on October 19, 2015.</p> <p style=MARGIN:0px align=justify>&nbsp;</p> <p style=MARGIN:0px align=justify>&nbsp;<b>iWallet Corp.</b></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>By: <u>/s/ Jack B. Chadsey</u></p> <p style=MARGIN:0px align=justify>Jack B. Chadsey, Chief Executive Officer, </p> <p style=MARGIN:0px align=justify>Chief Financial Officer, and Director </p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>By: <u>/s/ Steven Cabouli</u></p> <p style=MARGIN:0px align=justify>Steven Cabouli, President and Director</p> <p style=MARGIN:0px align=justify> <p style=MARGIN:0px align=justify>&nbsp;</p></p> <p style=MARGIN:0px align=justify>By: <u>/s/ Carl Rosen</u></p> <p style=MARGIN:0px align=justify>Carl Rosen, Director</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=center><b>POWER OF ATTORNEY</b></p> <p style=MARGIN:0px align=justify>&nbsp;</p> <p style=MARGIN:0px align=justify>KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack Chadsey as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.</p> <p style=MARGIN:0px align=justify>&nbsp;</p> <p style=MARGIN:0px align=justify>Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities stated on October 19, 2015.</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>By: <u>/s/ Jack B. Chadsey</u></p> <p style=MARGIN:0px align=justify>Jack B. Chadsey, Chief Executive Officer, </p> <p style=MARGIN:0px align=justify>Chief Financial Officer, and Director </p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify>By: <u>/s/ Steven Cabouli</u></p> <p style=MARGIN:0px align=justify>Steven Cabouli, President and Director</p> <p style=MARGIN:0px align=justify> <p style=MARGIN:0px align=justify>&nbsp;</p></p> <p style=MARGIN:0px align=justify>By: <u>/s/ Carl Rosen</u></p> <p style=MARGIN:0px align=justify>Carl Rosen, Director</p> <p style=MARGIN:0px align=justify><br></p> <p style=MARGIN:0px align=justify><br><br></p> <p style="MARGIN:0px; FONT-SIZE:8pt" align=center>6</p> <p style=MARGIN:0px align=justify><br></p></body>
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S8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
iWallet Corporation
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of
incorporation or organization)
27-1830013
(I.R.S. Employer Identification No.)
7394 Trade Street
San Diego, California 92121
(Address of Principal Executive Offices)
iWallet Corp. 2015 Incentive Plan
(Full title of the plan)
Clark Agency, LLC, 5915 Edmond, Ste. 125, Las Vegas, NV 89118
(Name and address of agent for service)
1-800-508-5042
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered(1)
Amount to be
Registered(2)
Proposed Maximum
Offering Price Per
Share(3)
Proposed Maximum
Aggregate Offering
Price(3)
Amount of
Registration Fee
Common Stock
$0.001 par value
3,000,000
Shares
$0.065
Per Share
$195,000
$19.64
(1)
This registration statement covers the common stock issuable upon the exercise of options issued under our plan titled "iWallet Corp. 2015 Incentive Plan."
(2)
This registration statement shall also cover an indeterminable number of additional shares of common stock which may become issuable under the iWallet Corp. 2015 Incentive Plan by reason of any stock dividend, stock split, re-capitalization or any other similar transaction effected without the receipt of consideration which results in an increase in the number of the registrant's outstanding shares of common stock.
(3)
Estimated solely for the purpose of calculating the registration fee.  Pursuant to Rule 457(c) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the bid and asked price as of a specified date within five business days prior to the date of filing the registration statement.
________________
Copies to:
Joe Laxague, Esq.
Laxague Law, Inc.
1 East Liberty, Suite 600
Reno, Nevada 89501
(775) 234-5221
EXPLANATORY NOTE
On October 13, 2015, the Board of Directors of iWallet Corporation  (the "Company") approved the adoption of the iWallet Corp. 2015 Incentive Plan (the "Plan"). The purpose of this Registration Statement on Form S-8 is to register with the Securities and Exchange Commission (the "Commission") 3,000,000 shares of the Company's common stock, par value $0.001 per share (the "Common Stock"), which may be issued by the Company upon the exercise of options granted, or other awards made, pursuant to the terms of the Plan. The reports most recently filed by the Company with the Commission are listed below in Part II, Item 3.
PART I
INFORMATION REQUIRED IN SECTION 10(a) PROSPECTUS
Item 1.  Plan Information.*
Item 2.  Registrant Information and Employee Plan Annual Information.*
*  The documents containing the information concerning the Plan specified in Part I of the instructions to Registration Statement on Form S-8 have been or will be sent or given to the participants in the Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933 (the "Securities Act"). In accordance with the Note to Part I of the instructions to Registration Statement on Form S-8, such documents are not filed with the Securities and Exchange Commission either as part of this Registration Statement or as a prospectus or prospectus supplement pursuant to Rule 424 under the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II hereof, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
Item 3.  Incorporation of Documents by Reference.
The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference into this Registration Statement:
(1)
Annual Report on Form 10-K for the year ended December 31, 2014, filed with the Commission on March 31, 2015;
(2)
Quarterly Reports on Form 10-Q for the periods ended March 31, 2015 and June 30, 2015 filed with the Commission on May 15, 2015, and August 17, 2015, respectively; and
(3)
Current Reports on Form 8-K, filed with the Commission on May 8, 2015, July 13, 2015, September 9, 2015, and October 19, 2015; and
All reports and other documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which de-registers all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part of this Registration Statement from the date of the filing of such reports and documents.
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement.  Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
2
Item 4.  Description of Securities.
Not Applicable
Item 5.  Interests of Named Experts and Counsel.
No expert or counsel named in this prospectus as having prepared or certified any part of it or as having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the Company or any of its parents or subsidiaries.  Nor was any such person connected with the Company or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
Item 6.  Indemnification of Directors and Officers.
Our officers and directors are indemnified as provided by the Nevada Revised Statutes and our articles of incorporation and our bylaws.
Pursuant to our articles of incorporation and our bylaws, we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, (other than an action by or in the right of us) by reason of the fact that he is or was a director, officer, employee, fiduciary or agent of the company or is or was serving at the request of us as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust, or other enterprise, against expenses (including attorney fees), judgments, fines, and amounts paid in settlement actually and reasonably believed to be in our best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a pleas of nolo contenders or its equivalent shall not of itself create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in our best interests and, with respect to any criminal action or proceeding, had reasonable cause to believe his conduct was unlawful.
Our articles of incorporation and bylaws also provide that we may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action or suit by or in the right of our company or procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee, or agent of our company or is or was serving at our request as a director, officer, employee, fiduciary or agent of another corporation, partnership, joint venture, trust or other enterprise against expenses (including attorney fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in our best interests: but no indemnification shall be made in respect to any claim, issue, or matter as to which such person has been adjudged to be liable for negligence or misconduct in the performance of his duty to us unless and only to the extent that the court in which such action or suit was brought determines upon application that, despite the adjudication of liability, but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which such court deems proper.
To the extent that a director, officer, employee, fiduciary or agent of a corporation has been successful on the merits in defense of any action, suit, or proceeding referred to in the preceding two paragraphs or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorney fees) actually and reasonably incurred by him in connection therewith.
The indemnification provided by the provisions described in this section shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under our articles of incorporation, the bylaws, agreements, vote of the shareholders or disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs and personal representatives of such a person.
3
Item 7.  Exemption from Registration Claimed.
Not applicable.
Item 8.  Exhibits.
Exhibit
Number
Description
4.1
iWallet Corp. 2015 Incentive Plan
5.1
Opinion of Laxague Law, Inc. regarding validity of securities with consent to use
23.1
Consent of MNP, LLP, Independent Registered Public Accounting Firm
24.1
Power of Attorney (included on the signature page hereof)
Item 9.  Undertakings.
A. The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by section 10(a)(3) of the Securities Act;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) of the Securities Act if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; or
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) of this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section 15(d) of the Exchange Act that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
4
(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant pursuant to the Nevada Revised Statutes, the Articles of Incorporation of the registrant, the Bylaws of the registrant, indemnification agreements entered into between the registrant and its officers and directors or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant in successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered hereunder, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and authorized this registration statement to be signed on its behalf by the undersigned, in San Diego, California, on October 19, 2015.
iWallet Corp.
By:
/s/ Jack B. Chadsey
Jack B. Chadsey, Chief Executive Officer,
Chief Financial Officer, and Director
By:
/s/ Steven Cabouli
Steven Cabouli, President and Director
By:
/s/ Carl Rosen
Carl Rosen, Director
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Jack Chadsey as his true and lawful attorney-in-fact and agent, with full power of substitution and re-substitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the U.S. Securities and Exchange Commission, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent or any of them, or of their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this registration statement has been signed by the following persons in the capacities stated on October 19, 2015.
By:
/s/ Jack B. Chadsey
Jack B. Chadsey, Chief Executive Officer,
Chief Financial Officer, and Director
By:
/s/ Steven Cabouli
Steven Cabouli, President and Director
By:
/s/ Carl Rosen
Carl Rosen, Director
6