IWAL 10-K & 10-Q changes, risk factors and insider trading

These forward-looking statements, which reflect our management’s beliefs, objectives, and expectations as of the date hereof, are based on the best judgement of our management. All forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks, uncertainties and assumptions relating to factors that could cause actual results to differ materially from those anticipated in such statements, including, without limitation, the following: economic, social and political conditions, global economic downturns resulting from extraordinary events such as the COVID-19 pandemic and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers; new laws and regulations affecting our business; net capital requirements; extensive regulation, regulatory uncertainties and legal matters; failure to maintain relationships with employees, customers, business partners or governmental entities; the inability to achieve synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10 and 10-Q.

The Company is currently focused on designing and developing biometric locking wallets and related physical, personal security products, and providing consulting services in connection with protective wallets and other personal security products.

Operating expenses for the years ended December 31, 20242025 and 2023,2024, were $65,739$918,174 and $225,457,$65,739, respectively. The decreaseincrease in expenses for 20242025 compared to 20232024 was comprised primarily of a stock-based compensation during 20232024 of $200,000$16,971 compared to $16,971$600,000 in the current year.

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Note 2, “Significant Accounting Policies,” of the Notes to Financial Statements for the years ended December 31, 20242025 and 20232024 included in this Form 10-K, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.

The following summary of our results of operations should be read in conjunction with our financial statements for the three and six months ended MarchJune 31,30, 2026 and 2025, which are included herein.

Several conditions and events cast substantial doubt about the Company’s ability to continue as a going concern. The Company has incurred cumulative net losses of $6,729,118$6,756,312 since its inception through MarchJune 31,30, 2026, and requires capital for its contemplated operational and marketing activities to take place. The Company’s ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern.

Results of Operations for the three months ended MarchJune 31,30, 2026, compared with the three months ended MarchJune 31,30, 2025

We generated revenues of $0 during the three months ended MarchJune 31,30, 2026 and 2025.

Operating expenses, which consisted of general and administrative expenses and research and development expenses, increaseddecreased to $23,742$13,907 in the three months ended MarchJune 31,30, 2026, from $7,316$20,153 in the three months ended MarchJune 31,30, 2025, primarily as a result of an increasedecreases in auditor fees of $6,000,$6,000 and legal fees of $6,366 and rent expense of $8,400 in 2026.

We incurred interest expense of $12,787,$13,287, during the three months ended MarchJune 31,30, 2026, as compared to interest expense of $11,713$11,925 during the three months ended MarchJune 31,30, 2025. Interest expense increased from the prior year because of the new notes added in the current period and no loss on extinguishment of debt in the current period.

The Company had a net loss of $36,529$27,194 for the three months ended MarchJune 31,30, 2026, as compared to a net loss of $19,029$176,525 for the three months ended MarchJune 31,30, 2025, as a result of the change in general and administrative expenses and interest expense described above.

At MarchJune 31,30, 2026, we had $16$0 of cash on hand and an accumulated deficit of $6,729,118.$6,756,312. Our primary source of liquidity during the threesix months ended MarchJune 31,30, 2026, has been from advances from a related party and bridge loans. As of MarchJune 31,30, 2026, the Company owed $14,720$15,033 in outstanding related party advances, with $0 in accrued interest on those advances, $46,271$51,499 in bridge loans with $5,317$6,608 in accrued interest on these loans and $260,000 in outstanding convertible debentures payable to outside parties, with $338,643 in$350,613in accrued interest on these debentures.

Net cash used in operating activities was $5,212$5,228 during the threesix months ended MarchJune 31,30, 2026 and $19,132$39,782 during the threesix months ended MarchJune 31,30, 2025.

Net cash used in investing activities was $0 during the threesix months ended MarchJune 31,30, 2026 and 2025.

Net cash provided by financial activities was $5,228 and $20,000$37,571 during the threesix months ended MarchJune 31,30, 2026 and 2025.

Our primary source of liquidity during the threesix months ended MarchJune 31,30, 2026, has been cash received from a bridge loan and advances from a related party.

We had current assets of $16$0 and $0, and current liabilities of $886,004$913,897 and $848,762, resulting in working capital deficits of $885,988$913,897 and $848,762 at MarchJune 31,30, 2026 and December 31, 2025, respectively.

The preparation of financial statements and related disclosures in conformity with U.S. generally accepted accounting principles (“GAAP”) and the Company’s discussion and analysis of its financial condition and operating results require the Company’s management to make judgments, assumptions and estimates that affect the amounts reported in its financial statements and accompanying notes. Note 2, “Significant Accounting Policies,” of the Notes to Financial Statements on the unaudited financial statements as of MarchJune 31,30, 2026 and December 31, 2025, and for the three and six months ended MarchJune 31,30, 2026 and 2025 included in this Form 10-Q, describes the significant accounting policies and methods used in the preparation of the Company’s financial statements. Management bases its estimates on historical experience and on various other assumptions it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates, and such differences may be material.