10-Q: iWallet Corp. Q3 2025: Mounting Losses, Going Concern Doubt
Quarterly Report
iWallet Corp. reports significantly increased net losses and a substantial doubt about its ability to continue as a going concern for Q3 2025.
Summary
- Reported a net loss of $185,511 for the three months ended September 30, 2025, a significant increase from $18,535 in the prior year period.
- Accumulated a net loss of $381,065 for the nine months ended September 30, 2025, compared to $83,647 for the same period in 2024.
- Operating expenses surged to $181,874 for the three months and $209,343 for the nine months ended September 30, 2025, driven by new research and development activities.
- Cash on hand decreased to $229 as of September 30, 2025, from $2,437 at December 31, 2024.
- Total liabilities increased to $694,078 from $590,461 over the same period.
- The company has an accumulated deficit of $5,970,934 and negative cash flows from operations, raising substantial doubt about its ability to continue as a going concern.
- Several bridge loans and convertible debentures are in default.
- Issued 20,000,000 common shares to CEO Steven Cabouli for services rendered, valued at $600,000, on October 8, 2025.
Sentiment
Score: 1
Explanation: The company is in severe financial distress, with no revenue, rapidly increasing losses, critically low cash, substantial debt defaults, and an explicit going concern warning. The ineffective disclosure controls further exacerbate the negative outlook.
Positives
- Management is actively pursuing additional capital through private placement offerings and has plans for public offerings.
- The company is engaged in research and development for new biometric locking wallet products, indicating ongoing product development efforts.
- Successfully converted some debt and accounts payable into common stock, reducing immediate cash obligations, though often at a loss on extinguishment.
Negatives
- No revenues generated for the three and nine months ended September 30, 2025 and 2024.
- Net loss for the three months ended September 30, 2025, increased tenfold to $185,511 from $18,535 in the prior year.
- Net loss for the nine months ended September 30, 2025, quadrupled to $381,065 from $83,647 in the prior year.
- Cash on hand is critically low at $229 as of September 30, 2025.
- Total liabilities increased by over $100,000 to $694,078 as of September 30, 2025.
- Accumulated deficit grew to $5,970,934.
- Working capital deficit worsened to $693,849.
- Several bridge loans and convertible debentures are in default, indicating financial distress and potential legal issues.
- Disclosure controls and procedures were deemed not effective by management.
Risks
- Substantial doubt about the ability to continue as a going concern due to cumulative net losses of $5,970,934, significant current losses, and negative cash flows from operations.
- Dependence on obtaining additional financing to fund operations and achieve profitability, with no assurance of future success in securing such financing.
- Default on multiple bridge loan agreements and convertible debentures, which could lead to demands for immediate payment and further financial strain.
- Ineffective disclosure controls and procedures, increasing the risk of material information not being reported timely or accurately.
- The company has minimal revenues and requires significant capital for operational and marketing activities.
- Potential for dilution from future equity issuances to raise capital or settle debt.
Future Outlook
The company's future is dependent on its ability to obtain additional financing, including through public offerings of its capital stock, and to achieve profitable operations. Management plans to continue developing its biometric locking wallets and related security products.
Management Comments
- "The Company's future is dependent upon its ability to obtain financing and upon achieving profitable operations."
- "Management has raised additional capital through private placement offerings and has plans to raise funds through public offering of its capital stock."
- "While the Company has been successful in securing such financing in the past, there is no assurance that it will be able to do so in the future."
- "Our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were not effective to provide reasonable assurance of achieving the objectives of timely alerting them to material information required to be included in our periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported with the time periods specified."
Industry Context
The smart wallet and personal security product market is competitive and evolving, with increasing demand for biometric and digital security features. iWallet Corp. operates in this niche but faces significant challenges, including a lack of revenue generation and substantial financial losses, which suggest it is struggling to gain market traction or effectively commercialize its products compared to established or emerging competitors. The high R&D expenses without corresponding revenue indicate a pre-commercial or early-stage development phase, which is typical for startups but unsustainable without consistent external funding.
Comparison to Industry Standards
- The absence of revenue for both the current and prior periods is significantly below industry standards for a publicly traded company, indicating a pre-revenue or failed commercialization stage.
- The substantial and increasing net losses, coupled with a critically low cash balance of $229, are far below the financial health benchmarks for companies in the technology or consumer electronics sector, which typically require significant capital for R&D and market penetration.
- The accumulated deficit of nearly $6 million and a worsening working capital deficit highlight severe financial distress, contrasting sharply with the growth and profitability metrics expected from successful companies in the smart wallet market.
- The default status on multiple bridge loans and convertible debentures suggests a high level of financial risk and an inability to meet basic debt obligations, which is atypical for financially stable industry players.
- The disclosure of ineffective disclosure controls and procedures is a serious corporate governance deficiency, falling short of the robust internal controls expected of public companies.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Disclosure Controls and Procedures | Management concluded that disclosure controls and procedures were not effective to provide reasonable assurance of timely alerting management to material information and ensuring such information is recorded, processed, summarized, and reported within specified time periods. | 2025-09-30 | Increases risk of inaccurate or untimely financial reporting and non-compliance with SEC requirements, potentially harming investor confidence. |
Legal Proceedings
- The company is not a party to any significant pending legal proceedings, and no such proceedings are known to be contemplated.
Related Party Transactions
- As of September 30, 2025, the company owed $14,282 to a related party (affiliated by common ownership), which is non-interest bearing, unsecured, and due on demand.
- Beginning July 1, 2025, the company began accruing monthly rent expense of $2,800 for storage and office space provided by Steve Cabouli, CEO and sole director, in his personal residence. As of September 30, 2025, $8,400 was accrued for this rent in accounts payable.
- On October 8, 2025, the company issued 20,000,000 shares of common stock to Steve Cabouli, CEO and director, for services rendered, valued at $600,000.
Stakeholder Impact
- Shareholders face significant dilution risk from ongoing and planned equity issuances, including the recent issuance of 20,000,000 shares to the CEO. The "going concern" doubt and increasing losses pose a high risk of capital loss.
- Creditors face high risk of non-payment or delayed payment due to several bridge loans and convertible debentures being in default.
- Employees may experience job insecurity due to the company's precarious financial position and going concern doubt.
- Customers may face potential disruption in product development, support, or future product availability due to financial instability.
- Suppliers face increased risk of delayed payments or non-payment for goods and services.
Next Steps
- Obtain additional financing through private placements or public offerings to fund operations.
- Continue the design and development of biometric locking wallets and related physical, personal security products.
- Address the defaults on bridge loans and convertible debentures.
- Improve disclosure controls and procedures to ensure timely and accurate reporting.
- Generate sufficient cash flow from operations and achieve profitable operations to alleviate going concern doubts.
Key Dates
| Date | Description |
|---|---|
| 2009-11-18 | iWallet Corporation incorporated in California. |
| 2014-07-21 | Company merged with iWallet Acquisition Corporation, becoming a wholly-owned subsidiary of Queensridge Mining Resources, Inc., which then changed its name to iWallet Corp. Began trading on OTCQB Exchange. |
| 2015-04-30 | Maturity date for 2015 convertible debentures (currently in default). |
| 2017-04-30 | Maturity date for 2015 convertible debentures (currently in default). |
| 2018-08-13 | Secured convertible debenture agreement entered into with a service provider. |
| 2021-08-13 | Maturity date for 2018 convertible debenture (currently in default). |
| 2023-07-07 | Negotiated settlement of six noteholders in exchange for preferred shares. |
| 2023-08-10 | Secured convertible debenture agreement entered into with a service provider. |
| 2024-03-20 | Issued 2,000,000 common shares for conversion of $2,000 principal balance of a convertible note. |
| 2024-03-22 | Sold 1,000,000 shares of common stock for $5,000 in cash. |
| 2024-04-16 | Entered into a bridge loan agreement for $5,000 (currently in default). |
| 2024-06-05 | Entered into a bridge loan agreement for $6,000 (currently in default). |
| 2024-08-10 | Maturity date for August 2023 convertible debenture. |
| 2024-08-27 | Sold 2,000,000 shares of common stock for $10,000 in cash. |
| 2024-12-18 | Entered into a bridge loan agreement for $10,000. |
| 2025-01-10 | Entered into a bridge loan agreement for $20,000. |
| 2025-04-16 | Maturity date for April 16, 2024 bridge loan (currently in default). |
| 2025-04-21 | Issued 5,000,000 common shares for conversion of $20,000 note and $553 accrued interest. |
| 2025-04-29 | Entered into two bridge loan agreements for $5,800 and $5,500 respectively. |
| 2025-05-29 | Entered into a bridge loan agreement for $500. |
| 2025-05-30 | Entered into a bridge loan agreement for $500. |
| 2025-06-05 | Maturity date for June 5, 2024 bridge loan (currently in default). |
| 2025-06-20 | Entered into a bridge loan agreement for $271. |
| 2025-07-01 | Began accruing monthly rent expense of $2,800 for office space provided by CEO. |
| 2025-07-11 | Issued 1,600,000 common shares for conversion of $23,858 of accounts payable. |
| 2025-07-22 | Entered into a bridge loan agreement for $4,350. |
| 2025-07-23 | Entered into a bridge loan agreement for $4,350. |
| 2025-08-04 | Issued 2,000,000 common shares for conversion of $90,200 of accounts payable. |
| 2025-08-11 | Entered into a bridge loan agreement for $1,000. |
| 2025-08-12 | Entered into a bridge loan agreement for $1,000. |
| 2025-09-30 | End of the reporting period for the Quarterly Report on Form 10-Q. |
| 2025-10-08 | Issued 20,000,000 common shares to CEO Steven Cabouli for services rendered, valued at $600,000. |
| 2025-11-13 | Date the Form 10-Q was filed. |
| 2025-12-18 | Maturity date for December 18, 2024 bridge loan. |
| 2026-01-20 | Maturity date for January 10, 2025 bridge loan. |
| 2026-04-29 | Maturity date for April 29, 2025 bridge loans. |
| 2026-05-29 | Maturity date for May 29, 2025 bridge loan. |
| 2026-05-30 | Maturity date for May 30, 2025 bridge loan. |
| 2026-06-20 | Maturity date for June 20, 2025 bridge loan. |
| 2026-07-22 | Maturity date for July 22, 2025 bridge loan. |
| 2026-07-23 | Maturity date for July 23, 2025 bridge loan. |
| 2026-08-11 | Maturity date for August 11, 2025 bridge loan. |
| 2026-08-12 | Maturity date for August 12, 2025 bridge loan. |
Recommendation
strong sellThe company is in a dire financial state, characterized by zero revenue, rapidly escalating net losses, critically low cash reserves, and a substantial accumulated deficit. The explicit "going concern" warning, coupled with multiple debt defaults and ineffective disclosure controls, signals severe operational and financial instability. While management plans to raise capital, the high dilution from recent and future equity issuances, often at significant losses on extinguishment of debt, further erodes shareholder value. There are no clear positive indicators to offset these overwhelming negatives, making the stock a high-risk investment with a strong likelihood of further decline.
Keywords
iWallet Corp, IWAL, biometric wallet, smart wallet, financial report, SEC filing, 10-Q, quarterly results, going concern, net loss, liabilities, capital raise, debt default, financial technology, personal security products
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