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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the quarterly period ended ~~June~~September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission file number 000-53046

MetAlert, Inc.

(Exact name of registrant as specified in its charter)

Nevada		98-0493446
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

117 W. 9th Street, Suite 1214, Los Angeles, CA, 90015 ~~(Address of principal executive offices) (Zip Code)~~

(~~213)~~Address ~~489-3019~~of ~~(Registrant’s~~principal ~~telephone~~executive ~~number,~~offices) ~~including~~(Zip ~~area code~~Code)

(213) 489-3019

(Registrant’s telephone number, including area code)

Securities registered under Section 12(b) of the Act:

Title of each class registered:		Trading Symbol(s)		Name of each exchange on which registered:
Common Stock, Par Value $0.0001		MLRT		None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐ (Do not check if a smaller reporting company)	Smaller reporting company	☒
Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 2332,~~521~~120,~~342~~931 common shares issued and outstanding as of ~~August~~November 1821, 2023.

METALERT INC. AND SUBSIDIARIES

For the quarter ended ~~June~~September 30, 2023

FORM 10-Q

		PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	3
	Condensed Consolidated Balance Sheets at June 30, 2023 (unaudited) and December 31, 2022 (unaudited)	3
	Condensed Consolidated Balance Sheets at September 30, 2023 (unaudited) and December 31, 2022 (unaudited)	3
	Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2023 and 2022 (unaudited)	5-6
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 and 2022 (unaudited)	5-6
	Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2829
Item 4.	Controls and Procedures	2829
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	2930
Item 1A.	Risk Factors	2930
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2930
Item 3.	Defaults Upon Senior Securities	30
Item 4.	Mine Safety Disclosures	30
Item 5.	Other Information	30
Item 6.	Exhibits	3031
	Signatures	3132

PART I

ITEM 1. FINANCIAL STATEMENTS

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	June 30, 2023			December 31, 2022
	September 30, 2023			December 31, 2022
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	45106,~~089~~333		$	8,534
Accounts receivable, net		1262,~~921~~137			13,959
Inventory		56256,~~464~~632			70,112
Investment in marketable securities		649			683
Other current assets		4,~~770~~769			8,045
Total current assets		~~119~~430,~~893~~520			101,333
Intangible assets, net		3279,~~308~~465			3,308
Property and equipment, net		4234,~~450~~115			59,121
Total assets	$	~~165~~744,~~651~~100		$	163,762
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~165~~205,~~197~~936		$	137,315
Accrued expenses		~~226~~277,~~371~~045			388,414
Accrued expenses, related parties		~~686~~755,~~155~~259			497,551
Deferred revenues		6,~~550~~450			12,850
Short-term debt – line of credit		~~100~~99,~~741~~511			81,651
Short-term debt - CARE loans		1011,~~417~~694			7,903
Convertible promissory notes, net of discount		1,~~173~~423,~~778~~696			843,000
Convertible notes, related parties, net of discount		1,~~173~~194,~~956~~635			1,206,738
Notes payable		146,195			149,120
Notes payable – related parties		4540,~~000~~800			10,000
Total current liabilities		34,~~734~~161,~~360~~221			3,334,542
Long-term debt - CARE loan		~~139~~138,~~583~~306			142,097
Total liabilities		34,~~873~~299,~~943~~527			3,476,639
Commitments and contingencies		-			-
Stockholders’ deficit:
Preferred stock series A, $0.001 par value; 1,000,000 shares authorized; 13,846 shares issued and outstanding at June 30, 2023 and December 31, 2022		14			14
Preferred stock series A, $0.001 par value; 1,000,000 shares authorized; 13,846 shares issued and outstanding at September 30, 2023 and December 31, 2022		14			14
Preferred stock series B, $0.001 par value; 10,000 shares authorized, 2 and 2 issued and outstanding at June 30, 2023 and December 31, 2022, respectively		-			-
Preferred stock series B, $0.001 par value; 10,000 shares authorized, 3 and 3 issued and outstanding at September 30, 2023 and December 31, 2022, respectively		-			-
Preferred stock series C, $0.001 par value; 1,000 shares authorized, 19 and 19 issued and outstanding at June 30, 2023 and December 31, 2022, respectively		-			-
Preferred stock series C, $0.001 par value; 1,000 shares authorized, 6 and 6 issued and outstanding at September 30, 2023 and December 31, 2022, respectively		-			-
Preferred stock value		-			-
Preferred stock series D, $0.0001 par value; 100,000 shares authorized, 15,000 and 0 issued and outstanding at September 30, 2023 and December 31, 2022, respectively		2			-
Common stock, $0.0001 par value; 2,071,000,000 shares authorized; 23,411,342 and 17,179,794 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively		2,341			1,718
Preferred stock value		2			-
Additional paid-in capital		24,303,554			24,241,862
Common stock, $0.0001 par value; 2,071,000,000 shares authorized; 31,870,931 and 17,179,794 shares issued and outstanding at September 30, 2023 and December 31, 2022, respectively		3,187			1,718
Accumulated deficit		(28,014,201	)		(27,556,471	)
Additional paid-in capital		24,885,133			24,241,862
Total stockholders’ deficit		(3,708,292	)		(3,312,877	)
Accumulated deficit		(28,443,763	)		(27,556,471	)
Total liabilities and stockholders’ deficit	$	165,651		$	163,762
Total stockholders’ deficit		(3,555,427	)		(3,312,877	)
Total liabilities and stockholders’ deficit	$	744,100		$	163,762

See accompanying notes to condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Product sales	$	3658,~~232~~940		$	3136,~~245~~352		$	90149,~~623~~562		$	~~163~~200,~~925~~277
Service income		1226,~~607~~801			3331,~~157~~302			3057,~~909~~710			68100,~~992~~293
Total revenues		4885,~~839~~741			6467,~~402~~653			~~121~~207,~~532~~272			~~232~~300,~~917~~570
Cost of products sold		4084,~~719~~458			3523,~~989~~333			66151,~~781~~239			~~123~~147,~~934~~267
Cost of other revenue		21,~~594~~206			53,~~973~~016			68,~~899~~105			1215,~~891~~906
Total cost of goods sold		4385,~~313~~664			4126,~~962~~349			73159,~~680~~344			~~136~~163,~~825~~173
Gross margin		~~5,526~~77			2241,~~440~~305			47,~~852~~928			96137,~~092~~397
Operating expenses:
Wages and benefits		~~118~~120,~~849~~865			~~131~~127,~~323~~829			~~242~~363,~~494~~359			~~255~~382,~~088~~916
Professional fees		2061,~~399~~995			7781,~~177~~893			51113,~~923~~917			~~175~~257,~~339~~232
Sales and marketing expenses		-5,372			53,~~058~~494			~~(20~~5,352	)		1519,~~599~~092
General and administrative		4765,~~569~~232			2768,~~292~~269			~~113~~178,~~458~~690			88156,~~399~~670
Total operating expenses		~~186~~253,~~817~~464			~~240~~281,~~850~~485			~~407~~661,~~855~~318			~~534~~815,~~425~~911
Income/(loss) from operations		(~~181~~253,~~291~~387	)		(~~218~~240,~~410~~180	)		(~~360~~613,~~003~~390	)		(~~438~~678,~~333~~514	)
Other income/(expenses):
Gain/(loss) on settlement of debt		~~44,217~~-			-			44,217			-
Gain/(loss) on marketable securities		-			(~~180~~94	)		(34	)		(1,~~275~~369	)
Amortization of debt discount		(21,~~165~~028	)		(616,~~316~~526	)		(4263,~~219~~247	)		(1229,~~563~~089	)
Grant from Care loans		-			-			-			67,870
Interest imputed on related party notes		-			-			-			-
EDD Recovery due to COVID		-			-			-			34,191
Interest expense and financing costs		(50155,~~345~~146	)		(145,~~317~~663	)		(99254,~~691~~836	)		(36116,~~307~~161	)
Total other income/(expenses)		(27176,~~293~~174	)		(762,~~813~~283	)		(97273,~~727~~901	)		17(44,~~725~~558	)
Net income/(loss)		(~~208~~429,~~584~~561	)		(~~226~~302,~~223~~463	)		(~~457~~887,~~730~~291	)		(~~420~~723,~~608~~072	)
Net income/(loss) attributable to common shareholders	$	(~~208~~429,~~584~~561	)	$	(~~226~~302,~~223~~463	)	$	(~~457~~887,~~730~~291	)	$	(~~420~~723,~~608~~072	)
Weighted average number of common shares outstanding - basic and diluted		2225,~~896~~838,~~968~~157			35,~~780~~066,~~289~~220			2223,~~096~~348,~~739~~693			34,~~702~~161,~~136~~828
Weighted average number of common shares outstanding - basic		22,896,968			3,780,289			22,096,739			3,702,136
Net income/(loss) per common share - basic and diluted	$	(0.02	)	$	(0.06	)	$	(0.04	)	$	(0.17	)
Net income/(loss) per common share - basic and diluted	$	(0.02	)	$	(0.05	)	$	(0.02	)	$	(0.11	)
Net income/(loss) per common share - basic	$	(0.02	)	$	(0.05	)	$	(0.02	)	$	(0.11	)

See accompanying notes to condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three Months Ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022 (Unaudited)

For the Three Months Ended ~~June~~September 30, 2023 (Unaudited)

	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		~~Capital~~Issued		~~Deficit~~Amount			~~(Deficit)~~Capital			Deficit			(Deficit)
	Series A Preferred				Series B Preferred				Series C Preferred				~~Common~~Series ~~Shares~~D Preferred				~~Additional~~Common Shares					Additional
	Shares				Shares				Shares				Shares				~~Paid-In~~Shares		~~Accumulated~~			~~Equity~~Paid-In			Accumulated			Equity
	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		~~Capital~~Issued		~~Deficit~~Amount			~~(Deficit)~~Capital			Deficit			(Deficit)
Balance March 31, 2023		13,846	$	14		2	$	-		19	$	-		22,833,465	$	2,283	$	24,297,833	$	(27,805,617	)	$	(3,505,487	)
Balance June 30, 2023		13,846	$	14		3	$	-		6	$	-		-	$	-		23,411,342	$	2,341		$	24,303,554		$	(28,014,201	)	$	(3,708,292	)
Issuance of common stock for the conversion of notes		-		-		-		-		-		-		577,877		58		5,721		-			5,779
Issuance of common stock for services		-		-		-		-		-		-		-		-		170,000		17			22,763			-			22,780
Net income (loss)		-		-		-		-		-		-		-		-		-		(208,584	)		(208,584	)
Issuance of common stock for the conversion of notes		-		-		-		-		-		-		-		-		1,189,589		119			11,777			-			11,896
Balance June 30, 2023		13,846	$	14		2	$	-		19	$	-		23,411,342	$	2,341	$	24,303,554	$	(28,014,201	)	$	(3,708,292	)
Issuance of common stock for acquisition		-		-		-		-		-		-		-		-		7,100,000		710			347,190			-			347,900
Issuance of preferred stock for financing		-		-		-		-		-		-		15,000		2		-		-			99,998			-			100,000
Fair value of warrants issued for services		-		-		-		-		-		-		-		-		-		-			99,850			-			99,850
Net income (loss)		-		-		-		-		-		-		-		-		-		-			-			(429,561	)		(429,561	)
Balance September 30, 2023		13,846	$	14		3	$	-		6	$	-		15,000		2		31,870,931	$	3,187		$	24,885,133		$	(28,443,763	)	$	(3,555,427	)

For the Three Months Ended ~~June~~September 30, 2022 (Unaudited)

	Series A Preferred						Series B Preferred				Series C Preferred				Common Shares				Additional
	Shares						Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued			Amount			Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance March 31, 2022		1,000,000		$	100			180	$	-		675	$	1		238,502,483	$	23,850	$	23,214,412	$	(26,247,769	)	$	(3,009,406	)
Balance June 30, 2022		15,385		$	15			3	$	-		6	$	-		3,801,655	$	380	$	23,419,068	$	(26,473,993	)	$	(3,054,530	)
Issuance of common stock for services		-			-			-		-		-		-		3342,~~604,762~~693		~~360~~34		3257,~~966~~075		-			3357,~~326~~109
Issuance of common stock for financings		-			-			-		-		-		-		5,000,000		500		149,500		-			150,000
Issuance of common stock for the conversion of notes		-			-			-		-		-		-		11,406,200		1,141		112,921		-			114,062
Net income (loss)		-			-			-		-		-		-		-		-		-		(226,223	)		(226,223	)
Issuance of common stock for financings		-			-			-		-		-		-		15,385		2		30,491		-			30,492
Balance June 30, 2022		1,000,000		$	100			180	$	-		675	$	1		247,107,241	$	24,710	$	23,396,878	$	(26,473,992	)	$	(3,052,303	)
Issuance of common stock for the conversion of warrants		-			-			-		-		-		-		-		-		985		-			985
Return of preferred A to treasury		(1,539	)		(1	)		-		-		-		-		-		-		1		-			-
Debt discount		-			-			-		-		-		-		-		-		60,349		-			60,349
Net income (loss)		-			-			-		-		-		-		-		-		-		(302,463	)		(302,463	)
Balance September 30, 2022		13,846		$	14			3	$	-		6	$	-		15,565,933	$	1,557	$	23,680,890	$	(26,776,456	)	$	(3,093,995	)

~~GTX~~METALERT ~~CORP~~INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

~~Six~~Nine Months Ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022 (Unaudited)

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2023 (Unaudited)

	Series A Preferred				Series B Preferred				Series C Preferred				Common Shares				Additional
	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount			Capital			Deficit			(Deficit)
	Shares				Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Series A Preferred				Series B Preferred				Series C Preferred				Series D Preferred				Common Shares					Additional
	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
	Shares				Shares				Shares				Shares				Shares					Paid-In			Accumulated			Equity
Balance December 31, 2022		13,846	$	14		2	$	-		19	$	-		17,179,794	$	1,718	$	24,241,862	$	(27,556,471	)	$	(3,312,877	)
	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount			Capital			Deficit			(Deficit)
Issuance of common stock for the conversion of notes		-		-		-		-		-		-		6,231,548		623		61,692		-			62,315
Balance December 31, 2022		13,846	$	14		3	$	-		6	$	-		-	$	-		17,179,794	$	1,718		$	24,241,862		$	(27,556,471	)	$	(3,312,877	)
Net income (loss)		-		-		-		-		-		-		-		-		-		(457,730	)		(457,730	)
Issuance of common stock for services		-		-		-		-		-		-		-		-		170,000		17			22,763			-			22,780
Balance June 30, 2023		13,846	$	14		2	$	-		19	$	-		23,411,342	$	2,341	$	24,303,554	$	(28,014,201	)	$	(3,708,292	)
Issuance of preferred stock for financings		-		-		-		-		-		-		15,000		2		-		-			99,998			-			100,000
Fair value of warrants issued for services		-		-		-		-		-		-		-		-		-		-			99,850			-			99,850
Issuance of common stock for the conversion of notes		-		-		-		-		-		-		-		-		7,421,137		742			73,469			-			74,211
Issuance of common stock for acquisition		-		-		-		-		-		-		-		-		7,100,000		710			347,190			-			347,900
Net income (loss)		-		-		-		-		-		-		-		-		-		-			-			(887,291	)		(887,291	)
Balance September 30, 2023		13,846	$	14		3	$	-		6	$	-		15,000		2		31,870,931	$	3,187		$	24,885,133		$	(28,443,763	)	$	(3,555,427	)

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2022 (Unaudited)

	Series A Preferred						Series B Preferred				Series C Preferred				Common Shares				Additional
	Shares						Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued			Amount			Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance December 31, 2021		115,~~000,000~~385		$	~~100~~15			~~180~~3	$	-		~~675~~6	$	1-		~~224~~3,~~502~~453,~~479~~885	$	~~22,450~~345	$	23,~~151~~173,~~212~~403	$	(26,053,384	)	$	(2,879,621	)
Balance		115,~~000,000~~385		$	~~100~~15			~~180~~3	$	-		~~675~~6	$	1-		~~224~~3,~~502~~453,~~479~~885	$	~~22,450~~345	$	23,~~151~~173,~~212~~403	$	(26,053,384	)	$	(2,879,621	)
Issuance of common stock for services		-			-			-		-		-		-		7459,~~604,762~~692		~~760~~46		72129,~~166~~240		-			72129,~~926~~286
Issuance of common stock for financings		-			-			-		-		-		-		592,~~000,000~~309		~~500~~9		~~149~~179,~~500~~991		-			~~150~~180,000
Issuance of common stock for the conversion of warrants		-			-			-		-		-		-		10,000,000		1,000		24,000		-			25,000
Issuance of common stock for the conversion of notes		-			-			-		-		-		-		11,406,200		1,141		112,921		-			114,062
Net income (loss)		-			-			-		-		-		-		-		-		-		(420,608	)		(420,608	)
Issuance of common stock for the conversion of warrants		-			-			-		-		-		-		153,847		15		24,985		-			25,000
Balance June 30, 2022		1,000,000		$	100			180	$	-		675	$	1		247,107,241	$	24,710	$	23,396,878	$	(26,473,992	)	$	(3,052,303	)
Return of preferred A to treasury		(1,539	)		(1	)		-		-		-		-		-		-		1		-			-
Balance		1,000,000		$	100			180	$	-		675	$	1		247,107,241	$	24,710	$	23,396,878	$	(26,473,992	)	$	(3,052,303	)
Debt discount		-			-			-		-		-		-		-		-		60,349		-			60,349
Net income (loss)		-			-			-		-		-		-		-		-		-		(723,072	)		(723,072	)
Balance September 30, 2022		13,846		$	14			3	$	-		6	$	-		15,565,933	$	1,557	$	23,680,890	$	(26,776,456	)	$	(3,093,995	)
Balance		13,846		$	14			3	$	-		6	$	-		15,565,933	$	1,557	$	23,680,890	$	(26,776,456	)	$	(3,093,995	)

The accompanying notes are an integral part of these consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2023			2022
	Six Months Ended June 30,
	Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities
Net income / (loss)	$	(~~457~~887,~~730~~291	)	$	(~~420~~723,~~608~~072	)
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
Depreciation and amortization		1625,~~670~~005			1625,~~670~~005
Change in fair value of marketable securities		34			1,~~275~~369
Stock based compensation		-22,780			72129,~~926~~286
Grant from CARE loans		-			(67,870	)
Amortization of debt discount		4263,~~219~~247			1229,~~563~~089
Gain on the settlement of debt and accrued interest		27,537			-
Gain on extinguishment of debt		16,680			-
Fair value of warrants issued for debt		99,850			-
Changes in operating assets and liabilities:
Accounts receivable		1(48,~~038~~177	)		4(9,592	)
Inventory		1342,~~647~~815			177,~~740~~261
Other current and non-current assets		3,275			3237,~~743~~189
Accounts payable and accrued expenses		~~113~~194,~~980~~450			2(33,~~539~~563	)
Accrued expenses - related parties		~~132~~171,~~654~~456			7582,~~883~~698
Accrued interest and financing costs		(9450,~~518~~877	)		-116,641
Deferred revenues		(6,~~300~~400	)		(1821,~~150~~275	)
Due to/from Officers		3530,~~000~~450			-
Net cash used in operating activities		(~~155~~295,~~814~~166	)		(~~269~~426,~~697~~835	)
Cash flows from investing activities
PP&E purchases		-			-
Proceeds from the sale of marketable securities		-			-
Intangible asset purchases		42,408			(3,308	)
Net cash used in investing activities		-42,408			-(3,308	)
Cash flows from financing activities
Proceeds from line of credit		46,881			3469,180
Proceeds from Reg A		-			~~150~~180,000
Borrowings on debt		-			25145,000
Proceeds from the exercise of warrants		-			25,000
Proceeds from the issuance of debt		~~190~~275,000			-
Payments on notes		-			(7,510	)
Proceeds from the sale of preferred stock		100,000			-
Payments on line of credit		(2729,~~791~~021	)		(959,180	)
Payments on debt		(1642,~~722~~304	)		(2544,~~000~~201	)
Net cash provided by financing activities		~~192~~350,~~368~~556			~~192~~315,~~490~~799
Net change in cash and cash equivalents		3697,~~554~~798			(77114,~~207~~345	)
Cash and cash equivalents, beginning of period		8,535			138,342
Cash and cash equivalents, end of period	$	45106,~~089~~333		$	6123,~~135~~998
Supplemental disclosure of cash flow information:
Income taxes paid	$	-		$	-
Interest paid	$	-		$	-
Supplemental disclosure of noncash investing and financing activities:
Issuance of common stock for conversion of debt and interest	$	6274,~~315~~211		$	-114,062
Debt discount on convertible notes	$	717,150		$	-
Conversion of preferred stock to common stock	$	-		$	-
Issuance of common stock for services	$	22,780		$	-

See accompanying notes to condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2023 AND 2022

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

During the periods covered by these financial statements, MetAlert, Inc. and its subsidiaries (the “Company”, “MetAlert”, “we”, “us”, and “our”) were engaged in business operations that design, manufacture and sell various interrelated and complementary products and services in the wearable technology and Personal Location Services marketplace. MetAlert owns 100% of the issued and outstanding capital stock of its two subsidiaries - Global Trek Xploration, Inc. and LOCiMOBILE, Inc.

Global Trek Xploration, Inc. focuses on the design, manufacturing and sales distribution of its hardware, software, and connectivity, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking platform, which provides real-time tracking and monitoring of people and high valued assets. Utilizing a miniature quad-band GPRS transceiver, antenna, circuitry, battery and inductive charging pad our solutions can be customized and integrated into numerous products whose location and movement can be monitored in real time over the Internet through our 24x7 tracking portal or on a web enabled cellular telephone. Our core products and services are supported by an intellectual property (“IP”) portfolio of patents, patents pending, registered trademarks, copyrights, URLs and a library of software source code, all of which is also managed by Global Trek.

LOCiMOBILE, Inc., is the Companies digital platform which has been at the forefront of Smartphone application (“App”) development since 2008. With a suite of mobile applications that turn the iPhone, iPad, Android and other GPS enabled handsets into a tracking device which can be tracked from handset to handset or through our tracking portal or on any connected device with internet access. LOCiMOBILE has launched over 20 Apps across multi mobile device operating systems and continues to launch consumer and enterprise apps.

Basis of Presentation

The accompanying unaudited consolidated financial statements of MetAlert have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and applicable regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position and results of operations have been included. Our operating results for the ~~six~~nine months ended ~~June~~September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022, which are included in our Annual Report on Form 10-K.

The accompanying consolidated financial statements reflect the accounts of MetAlert, Inc. and its wholly-owned subsidiaries. All significant inter-company balances and transactions have been eliminated.

Going Concern

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a stockholders’ deficit of $3,~~708~~555,~~292~~427 and negative working capital of $3,~~614~~730,~~467~~701 as of ~~June~~September 30, 2023 and used cash in operations during the period then ended. The Company anticipates further losses in the development of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan until such time as revenues and related cash flows are sufficient to fund our operations.

The Company’s independent registered public accounting firm has also included explanatory language in their opinion accompanying the Company’s audited financial statements for the year ended December 31, 2022. The Company’s financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of debt or equity is unknown. The ability to obtain additional financing, the successful development of the Company’s contemplated plan of operations, or its ability to achieve profitable operations are necessary for the Company to continue operations, and there is no assurance that these can be achieved. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

2. SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

The Company recognizes revenue in accordance with ASU 2014-09, Revenue from Contracts with Customers (Topic 606), (“ASC 606”). The underlying principle of ASC 606 is to recognize revenue to depict the transfer of goods or services to customers at the amount expected to be collected. ASC 606 creates a five-step model that requires entities to exercise judgment when considering the terms of contract(s), which include (1) identifying the contract or agreement with a customer, (2) identifying our performance obligations in the contract or agreement, (3) determining the transaction price, (4) allocating the transaction price to the separate performance obligations, and (5) recognizing revenue as each performance obligation is satisfied.

The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time.

All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

We derive our revenues primarily from hardware sales, subscription services fees, IP licensing and professional services fees. Hardware includes our SmartSole, Military and other Stand-Alone Devices. Subscription services revenues consist of fees from customers accessing our cloud-based software solutions and subscription or license fees for our platform. Professional services and other revenues consist primarily of fees from implementation services, configuration, data services, training and managed services related to our solutions. IP licensing is related to our agreement with Inventergy whereby we have partnered in order to monetize our IP portfolio.

Product sales

At the inception of each contract, we assess the goods and services promised in our contracts and identify each distinct performance obligation. The Company recognizes revenue upon the transfer of control of promised products or services to the customer in an amount that depicts the consideration the Company expects to be entitled to for the related products or services. For the large majority of the Company’s sales, transfer of control occurs once product has shipped and title and risk of loss have transferred to the customer.

Services Income

The Company’s software solutions are available for use as hosted application arrangements under subscription fee agreements without licensing perpetual rights to the software. Subscription fees from these applications are recognized over time on a ratable basis over the customer agreement term beginning on the date the Company’s solution is made available to the customer. Our subscription contracts are generally one to three months in length. Amounts that have been invoiced are recorded in accounts receivable and deferred revenues or revenues, depending on whether the revenue recognition criteria have been met.

The majority of our professional services arrangements are recognized on a time and materials basis. Professional services revenues recognized on a time and materials basis are measured monthly based on time incurred and contractually agreed upon rates. Certain professional services revenues are based on fixed fee arrangements and revenues are recognized based on the proportional performance method. In some cases, the terms of our time and materials and fixed fee arrangements may require that we defer the recognition of revenue until contractual conditions are met. Data services and training revenues are generally recognized as the services are performed.

IP Licensing Revenue

Licensing revenue recorded by the Company relates exclusively to the Company’s License and Partnership agreement with Inventergy which provides for ongoing royalties based on monetization of IP licenses. The Company recognizes revenue for royalties under ASC 606, which provides revenue recognition constraints by requiring the recognition of revenue at the later of the following: 1) sale or usage of the products or 2) satisfaction of the performance obligations. The Company has satisfied its performance obligations and therefore recognizes licensing revenue when the sales to which the license(s) relate are completed. During the periods ended ~~June~~September 30, 2023 and ~~June~~September 30, 2022, the Company did not recognize any licensing revenue.

Disaggregation of Net Sales

The following table shows the Company’s disaggregated net sales by product type:

SCHEDULE OF DISAGGREGATION OF NET SALES

	June 30, 2023		June 30, 2022
	September 30, 2023		September 30, 2022
Product sales	$	90149,~~623~~562	$	~~163~~200,~~925~~277
Service income		3057,~~909~~710		68100,~~992~~293
IP and consulting income		-		-
Total	$	~~121~~207,~~532~~272	$	~~232~~300,~~917~~570

The following table shows the Company’s disaggregated net sales by customer type:

	June 30, 2023		June 30, 2022
	September 30, 2023		September 30, 2022
B2B	$	77138,~~921~~805	$	~~205~~195,~~450~~386
B2C		4368,~~611~~467		27105,~~467~~184
Military		-		-
IP		-		-
Total	$	~~121~~207,~~532~~272	$	~~232~~300,~~917~~570

Allowance for Doubtful Accounts

We extend credit based on our evaluation of the customer’s financial condition. We carry our accounts receivable at net realizable value. We monitor our exposure to losses on receivables and maintain allowances for potential losses or adjustments. We determine these allowances by (1) evaluating the aging of our receivables; and (2) reviewing high-risk customers financial condition. Past due receivable balances are written off when our internal collection efforts have been unsuccessful in collecting the amount due. Our allowance for doubtful accounts was $12,431 as of ~~June~~September 30, 2023 and $12,431 as of December 31, 2022. The allowance fully reserves our accounts ~~receivable~~ receivable balances over 90 days.

Shipping and Handling Costs

Shipping and handling costs are included in cost of goods sold in the accompanying consolidated statements of operations.

Product Warranty

The Company’s warranty policy provides repair or replacement of products (excluding GPS Shoe devices) returned for defects within ninety days of purchase. The Company’s warranties are of an assurance-type and come standard with all Company products to cover repair or replacement should product not perform as expected. Provisions for estimated expenses related to product warranties are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and recovery from suppliers. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty costs. The Company estimates the actual historical warranty claims coupled with an analysis of unfulfilled claims to record a liability for specific warranty purposes. As of ~~June~~September 30, 2023 and 2022, products returned for repair or replacement have been immaterial. Accordingly, a warranty liability has not been deemed necessary.

Use of Estimates

The preparation of the accompanying unaudited financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. These estimates include, but are not limited to, estimates related to revenue recognition, allowance for doubtful accounts, inventory valuation, tangible and intangible long-term asset valuation, warranty and other obligations and commitments. Estimates are updated on an ongoing basis and are evaluated based on historical experience and current circumstances. Changes in facts and circumstances in the future may give rise to changes in these estimates which may cause actual results to differ from current estimates.

Fair Value Estimates

Pursuant to the Accounting Standards Codification (“ASC”) No. 820, “Disclosures About Fair Value of Financial Instruments”, the Company records its financial assets and liabilities at fair value. ASC No. 820 provides a framework for measuring fair value, clarifies the definition of fair value and expands disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. ASC No. 820 establishes a three-tier hierarchy, which prioritizes the inputs used in the valuation methodologies in measuring fair value:

	Level 1 -	Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.

	Level 2 -	Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.

	Level 3 -	Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

The carrying values for cash and cash equivalents, accounts receivable, investment in marketable securities, other current assets, accounts payable and accrued liabilities approximate their fair value due to their short maturities. The carrying values of notes payable and other financing obligations approximate their fair values because interest rates on these obligations are based on prevailing market interest rates.

11Principles of Consolidation

The accompanying condensed consolidated financial statements at September 30, 2023 and December 31, 2022 and for the years then ended include the accounts of MetAlert, Inc. and the following majority-owned subsidiaries.

Subsidiary:	Percentage Owned
	September 30, 2023			December 31, 2022
Global Trek Xploration		100.00	%		100.00	%
Level 2 Security Products, Inc. (see Footnote 5)		100.00	%		0	%

All Intercompany transactions have been eliminated upon consolidation.

Concentrations

We currently rely on one manufacturer to supply us with our GPS SmartSole and one manufacturer to supply us with the GPS device included in the GPS SmartSole. The loss of either of these manufacturers could severely impede our ability to manufacture the GPS SmartSole.

As of ~~June~~September 30, 2023, the Company had four customers representing approximately 2926%, 2919%, 1519% and 14% of sales, respectively, and ~~three~~four customers representing approximately 1439%, 822%, 19% and 76% of total accounts receivable, respectively. As of ~~June~~September 30, 2022, the Company had ~~four~~five customers representing approximately 3828%, 1423%, 1016%, 6% and 96% of sales, respectively (~~of the 38~~34% in receivables represents, ~~this represents~~ sales made through our online ~~store~~stores and consists of approximately 2,000 different customers), and ~~four~~five customers representing approximately 2325%, 7 18%, 718%, 12% and 68% of total accounts receivable, respectively (excluding related party payables).

Stock-based Compensation

The Company accounts for share-based awards to employees and nonemployee directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation., and under the recently issued guidance following FASB’s pronouncement, ASU 2018-07, Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. Under ASC 718, and applicable updates adopted, share-based awards are valued at fair value on the date of grant and that fair value is recognized over the requisite service, or vesting, period. The Company values its equity awards using the Black-Scholes option pricing model, and accounts for forfeitures when they occur.

Marketable Securities

The Company’s securities investments that are acquired and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value based on quoted market price (level 1) on the balance sheet in current assets, with the change in fair value during the period included in earnings. As of ~~June~~September 30, 2023 and December 31, 2022 the fair ~~value~~ value of our investment in marketable securities was $649 and $683, respectively.

Derivative Liabilities

Our derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income, in the period in which the changes occur. For bifurcated conversion options that are accounted for as derivative instrument liabilities, we determine the fair value of these instruments using the Black-Scholes option pricing model. This model requires assumptions related to the remaining term of the instrument and risk-free rates of return, our current Common Stock price and expected dividend yield, and the expected volatility of our Common Stock price over the life of the option.

At ~~June~~September 30, 2023 and December 31, 2022, the balance of the derivative liabilities was $0. It was determined at December 31, 2020 that ~~the~~ the Preferred A shareholders having the majority vote, can agree to increase the number of authorized shares, if needed, to settle any ~~convertible~~ convertible debt, and thus the liability is $0.

Net Loss Per Common Share

Basic loss per share is computed by dividing the net loss applicable to common stockholders by the weighted average number of outstanding common shares during the period. Shares of restricted stock are included in the basic weighted average number of common shares outstanding from the time they vest. Diluted loss per share is computed by dividing net loss applicable to common stockholders by the weighted average number of common shares outstanding plus the number of additional common shares that would have been outstanding if all dilutive potential common shares had been issued. Shares of restricted stock are included in the diluted weighted average number of common shares outstanding from the date they are granted unless they are antidilutive. Diluted loss per share excludes all potential common shares if their effect is anti-dilutive. The following potentially dilutive shares were excluded from the shares used to calculate diluted earnings per share as their inclusion would be anti-dilutive:

	2023		2022
	June 30,
	September 30,
	2023		2022
Warrants		~~746~~846,154		603,846
Preferred B shares		174,~~046~~000		1724,~~046~~616
Preferred C shares		1015,~~390~~000		10,~~390~~264
Conversion shares upon conversion of notes		88,266,791		72,755,345
Preferred D shares		1,500,000		-
Total		89,040,381		73,386,627
Conversion shares upon conversion of notes		103,624,469		174,250,425
Total		105,989,623		174,889,151

Segments

The Company operates in one segment for the manufacture and distribution of its products. In accordance with the “Segment Reporting” Topic of the ASC, the Company’s chief operating decision maker has been identified as the Chief Executive Officer and President, who reviews operating results to make decisions about allocating resources and assessing performance for the entire Company. Existing guidance, which is based on a management approach to segment reporting, establishes requirements to report selected segment information quarterly and to report annually entity-wide disclosures about products and services, major customers, and the countries in which the entity holds material assets and reports revenue. All material operating units qualify for aggregation under “Segment Reporting” due to their similar customer base and similarities in: economic characteristics; nature of products and services; and procurement, manufacturing and distribution processes. Since the Company operates in one segment, all financial information required by “Segment Reporting” can be found in the accompanying financial statements.

Recently Issued Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Credit Losses - Measurement of Credit Losses on Financial Instruments (“ASC 326”). The standard significantly changes how entities will measure credit losses for most financial assets, including accounts and notes receivables. The standard will replace today’s “incurred loss” approach with an “expected loss” model, under which companies will recognize allowances based on expected rather than incurred losses. Entities will apply the standard’s provisions as a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. As a small business filer, the standard is effective for us for interim and annual reporting periods beginning after December 15, 2022.

Other recent accounting pronouncements issued by the FASB, its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

3. INVESTMENT IN MARKETABLE SECURITIES

The Company’s investments in marketable securities is comprised of shares of stock of two (2) entities with ownership percentages of less than 5%. The Company accounted for these investments pursuant to ASU 320, Investments – Debt and Equity Securities. As such, these investments were recorded at their market value as of December 31, 2019, with the change in fair value being reflected in the statement of operations. These investments consisted of the following:

As of December 31, 2022, the Company owned 42,500 shares of Inventergy Global, Inc. common stock with a fair value of $638. The Company was able to obtain observable evidence that the investment had a market value of $0.015 per share, or an aggregate value of $638 as of the period ended ~~June~~September 30, 2023. As such, the Company recorded no change in market value during the ~~six~~nine months ended ~~June~~September 30, 2023, in its statement of operations.

In June 2019, the Company acquired 22,222 shares of Inpixon’s restricted common stock (after giving effect to a 1:45 stock split) valued at $634,000. As of December 31, 2019, after the sale of 10,889 Inpixon shares, the Company owned 11,333 Inpixon shares with a fair value of $58,374. During the period ended March 31, 2020, the Company sold 8,500 of its Inpixon shares for total proceeds of $146,201 and recognized a gain from the sale of these shares of $102,420.

During the period ended December 31, 2021, the Company sold 834 of its Inpixon shares for total net proceeds of $1,258. The Company was able to obtain observable evidence that the remaining 2,000 shares had a market value of $2,040 as of December 31, 2021, as such, the Company recorded a loss from the decrease in the fair value of the shares of $851, resulting in a net loss from their investment in Inpixon shares during the current period ended December 31, 2021.

During the period ended December 31, 2022, the Company shares were reverse down to 27 shares. The Company was able to obtain observable evidence that these 27 shares had a market value of $45 as of December 31, 2021, as such, the Company recorded a loss from the decrease in the fair value of the shares of $1,995, resulting in a net loss from their investment in Inpixon shares during the period ended December 31, 2022.

The Company was able to obtain observable evidence that the remaining 2,000 shares had a market value of $11 as of ~~June~~September 30, 2023, as such, the Company recorded a change in the fair value of the shares, resulting in a net loss from the investment in Inpixon shares of $34 during the current period ended ~~June~~September 30, 2023.

4. INVENTORY

Inventories consist of the following:

SCHEDULE OF INVENTORY

	June 30, 2023		December 31, 2022
	September 30, 2023		December 31, 2022
Raw materials	$	3743,~~286~~352	$	51,531
Finished goods		19213,~~178~~280		18,581
Total Inventories	$	56256,~~464~~632	$	70,112

5. ~~PROPERTY~~BUSINESS ~~AND EQUIPMENT~~COMBINATIONS

On September 26, 2023, the Company finalized the acquisition of Level 2 Security, LLC, a Delaware corporation (“Level 2”), pursuant to which Level 2 will merge with and into Level 2 Security Products, Inc. a Nevada corporation wholly-owned by MetAlert, Inc. Pursuant to the Merger Agreement, an aggregate of 7,100,000 shares of Company common stock (the “Merger Shares”) were issued to the owners of Level 2 and an aggregate of $200,000 principal amount convertible promissory notes (the “Merger Notes”) were delivered to the owners of Level 2.

The acquisition included 2 commercial ready locate and recovery devices (GUNALERT and IF IT MOVES), approximately $40,000 in cash and 3,700 units of ready to ship product inventory of GUNALERT and IF IT MOVES, Intellectual Property of $276,157 (inclusive of trademarks, tooling, molds, and development costs), digital collateral, an online Shopify store, an Amazon account, smartphone apps, and an ongoing research and development roadmap for possible future product releases. The strategic synergy from the merger enables us to expand our target market beyond those of humans with cognitive disorders and opens the doors to entire new and much larger markets.

This technology is designed to immediately let you know through an app notification, if your asset has been touched, moved, or stolen. With none of the data ever being stored on a server, allowing for maximum privacy.

On September 30, 2023, we received and delivered to Range USA which has 40+ locations across 10 states, our first commercial order for the GUNALERT® firearm recovery device.

The following allocation of the purchase price is as follows:

SCHEDULE OF PURCHASE PRICE ALLOCATION

Consideration given:
Convertible notes			200,000
Common stock			347,900
			547,900

Assets and liabilities acquired:
Cash			42,408
Inventory			229,335
Intangible assets:
Trademarks			5,000
Tooling & molds			25,300
Website development			9,400
Software development			236,457
Intangible assets			236,457
Assets and Liabilities acquired			547,900

The following unaudited pro forma consolidated results of operations for the nine months ended September 30, 2023 and 2022, assume the acquisition was completed on January, 1, 2022:


	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022

Pro forma revenue		85,741			67,653			207,272			300,570
Pro forma net loss		(485,309	)		(417,593	)		(1,156,318	)		(1,166,832	)

Pro forma data does not purport to be indicative of the results that would have been obtained had these events actually occurred at the beginning of the periods presented and is not intended to be a projection of future results.

6. PROPERTY AND EQUIPMENT

Property and equipment, net, consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2023			December 31, 2022
	September 30, 2023			December 31, 2022
Software	$	25,890		$	25,890
Website development		91,622			91,622
Software development		394,772			394,772
Equipment		1,750			1,750
Total property and equipment, gross		1,750			1,750
Less: accumulated depreciation		(~~471~~479,~~584~~919	)		(454,913	)
Total property and equipment, net	$	4234,~~450~~115		$	59,121

Depreciation expense for the period ended ~~June~~September 30, 2023 and 2022 was $1625,~~670~~005, respectively, and is included in general and administrative expenses.

~~6. INTANGIBLE ASSETS~~13

7. INTANGIBLE ASSETS

Intangible assets, net, consists of the following:

SCHEDULE OF INTANGIBLE ASSETS

	June 30, 2023		December 31, 2022
	September 30, 2023		December 31, 2022
Trademarks	$	38,308	$	3,308
Tooling and molds		25,300		-
Website development		9,400		-
Software development		236,457		-
Less: accumulated amortization		-		-
Total intangible assets, net	$	3279,~~308~~465	$	3,308

Amortization expense for the period ended ~~June~~September 30, 2023 and 2022 was $0 and $0, respectively, and is included in general and administrative expenses.

148. NOTES & LOANS PAYABLE

7. NOTES & LOANS PAYABLE

The following table summarizes the components of our short-term borrowings:

SUMMARY OF COMPONENTS OF OUR SHORT - TERM BORROWINGS

	June 30, 2023		December 31, 2022
	September 30, 2023		December 31, 2022
(a) Term loan	$	146,195	$	149,120
(a) Term loans	$	146,195	$	149,120
(b) Revolving line of credit		~~100~~99,~~741~~511		7,~~000~~903
(c) CARE loans		1011,~~417~~694		7481,651
Total	$	257,~~353~~400	$	~~230~~238,~~771~~674

(a) Term loans

In ~~2022~~September of 2019, the Company entered into an unsecured ~~short-~~term loan ~~agreements~~agreement with ~~various~~a third ~~parties~~party for an aggregate principal balance of of $~~145~~50,000 at an interest rate of 5% per annum in relation to an Asset Purchase Agreement. The term loan became due on December 31, ~~with~~2020, and ~~the~~is ~~interest~~currently ~~adjusted~~past todue. ~~10%~~The inbalance outstanding on the ~~case~~note as of aSeptember ~~default.~~30, ~~One~~2023 ~~loan~~was ~~for~~$34,176, which included $257,~~000~~981 ~~was~~in interest, ~~paid~~$4,500 in ~~full~~cash onpayments ~~April~~to ~~14,~~principal ~~2022,~~and ~~leaving~~reductions of $~~120~~19,~~000~~305 ~~outstanding~~due asto ofsublet ~~December~~fees ~~31,~~for ~~2022~~office space and principal payments.

In ~~September of 2019~~2022, the Company entered into an unsecured short-term loan ~~agreement~~agreements with avarious third ~~party~~parties for an aggregate principal balance of of $50120,000 at an interest rate of 5% per annum ~~in relation to an Asset Purchase Agreement. The term loan became due on December 31~~, ~~2020, and~~with ~~is currently past due. The balance outstanding on~~ the ~~note~~interest asadjusted ofto ~~June 30, 2023 was $34,176, which included $7,981 in interest, $4,500~~10% in ~~cash~~the ~~payments~~case ~~to principal and reductions~~ of ~~$26,195~~a ~~due to sublet fees for office space and principal payments~~default.

(b) Lines of Credit

The Company obtained a revolving line of credit agreement with an accredited investor of $500,000 during 2018. There were three borrowings against the line as of December 31, 2018 for aggregate borrowings of $65,000 and two borrowing in 2019 for $65,000 for a total of $130,000. During the period ended December 31, 2020, the Company repaid $76,000 in principal and all of its accrued interest of $4,204, resulting in a balance due of $22,000 as of December 31, 2020. During the period ended December 31, 2021, the Company repaid $10,000 in principal and all of its interest of $560, as incurred, resulting in a balance due of $7,000 as of ~~June~~September 30, 2023.

The line bears interest of 8.5%. The line is based upon MetAlert providing the investor with purchase orders and use of proceeds, including production of goods schedules and loan repayment timelines. These loans/drawdowns are specifically for product, inventory and/or purchase order financing. Upon completion of the terms of the Line of Credit, MetAlert, Inc. will issue to the investor 7,500,000 shares of MetAlert common stock or $75,000 of MetAlert common stock, whichever is greater.

The Company also has an unsecured line of credit, guaranteed by its CEO, with its business bank, Union Bank, whereby funds can be borrowed at a revolving adjustable rate of 2 points over prime, currently 8.25%, with a max borrowing amount of $100,000. The balance at December 31, 2022 and ~~June~~September 30, 2023 was 74$99,~~651~~511 and $9381,~~741~~651, with $46,881 having been borrowed and $2729,~~791~~021 paid back in the ~~June~~September 30, 2023 period.

(c) CARE Loans

As of December 31, 2021, the Company has assumed, due to lack of correspondence, until otherwise received, that twenty-~~five~~eight months of its EIDL loan (see Note 8(b)), or $1011,~~417~~694 of the $150,000 30-year loan, should be considered short-term, or due in less than a year. As of March 31, 2022, the PPP loan was forgiven, and the entire $67,870 balance was recognized as loan forgiveness.

159. CONVERTIBLE PROMISSORY NOTES

8.As ~~CONVERTIBLE~~of ~~PROMISSORY~~September ~~NOTES~~30, 2023 and December 31, 2022, the Company had a total of $1,051,176 and $843,000, respectively, of outstanding convertible notes payable, which consisted of the following:

As of June 30, 2023 and December 31, 2022, the Company had a total of $998,428 and $843,000, respectively, of outstanding convertible notes payable, which consisted of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	June 30, 2023			December 31, 2022
	September 30, 2023			December 31, 2022
Convertible Notes – with fixed conversion, past due	$	415,500		$	678,000
Convertible Notes – with fixed conversion	$	~~525~~732,~~000~~500		$	165,000
Convertible Notes – with fixed conversion and OID		6592,~~078~~846			-
Less: Debt discount		(7,150	)		-
Notes issued in relation to acquisition – with fixed conversion		200,000			-
Total convertible notes, net of debt discount	$	998,428		$	843,000
Less: Debt discount		(17,150	)		-
Total convertible notes, net of debt discount	$	1,423,696		$	843,000

a) Included in Convertible Notes - with fixed conversion terms, are loans provided to the Company from various investors These notes carry simple interest rates ranging from 0% to 14% per annum and with terms ranging from 1 to 2 years. In lieu of the repayment of the principal and accrued interest, the outstanding amounts are convertible, at the option of the note holder, generally at any time on or prior to maturity and automatically under certain conditions, into the Company’s common shares at $0.015 to $0.30 per share. These notes became due in 2017 and prior, and are currently past due.

	a)	Included in Convertible Notes - with fixed conversion terms, are loans provided to the Company from various investors These notes carry simple interest rates ranging from 0% to 14% per annum and with terms ranging from 1 to 2 years. In lieu of the repayment of the principal and accrued interest, the outstanding amounts are convertible, at the option of the note holder, generally at any time on or prior to maturity and automatically under certain conditions, into the Company’s common shares at $0.015 to $0.30 per share. These notes became due in 2017 and prior, and are currently past due.

		During the twelve months ended December 21, 2021, we issued 1,616,667 shares of common stock to convert $24,250 of principal of these outstanding convertible notes. The Company also paid down $8,750 of the principal balance of the convertible notes and the Company’s executives transferred $70,000 of their outstanding employee notes for cash to third parties, which lowered the related party notes and increased the convertible promissory notes by $70,000.

		During the twelve months ended December 31, 2022, an additional $100,000 of the Company’s executive notes were transferred to third parties for cash. The transferred notes had no change in terms thus no resulting gain or loss on the extinguishment and transfer. As per the original terms the notes bear a 10% annual interest rate, gives the holder the right, but not the obligation to convert up to 50% of the amount advanced and accrued interest into shares, warrants or options of common or preferred stock of the Company at fixed rate of $0.01 per share. As of December 31, 2022 the Company had paid off a $10,000 note with $4,639 of accrued interest for cash, and converted $5,000 of a note with $460 in accrued interest into 546,000 shares of common stock.

		During the nine months ending September 30, 2023, noteholders converted $31,515 of notes with accrued interest of $4,015 into 31,151,537 shares of common stock. On March 14, 2023, the Company entered into an unsecured short-term loan agreement with a third party for an aggregate of $74,650 with an interest rate of 12%, an original issue discount of $7,150, financing costs of $2,500, with installment payments of $8,361 paid back monthly starting 45 days from the issuance date, with $41,804 of payments having paid as of September 30, 2023.

		A noteholder invested $125,000 on June 9, 2023 and an additional $35,000 on September 20, 2023 in the Company with convertible notes at a 10% interest rate and a fixed conversion price of $0.04 and $0.05, respectively.

		On July 25, 2023 and August 30, 2023, a noteholder invested $30,000 each in the Company with convertible notes that have a 17% OID and a fixed conversion price of $0.11.

		During the nine months ended September 30, 2023 the Company consolidated various past-due convertible promissory notes in an aggregate amount of $400,000 inclusive of interest at a 12% interest rate and with conversion rates ranging from .30 to $9.75 with an investor into a new single note. The convertible promissory note agreement bears interest at seven (6%) percent, has a one (1) year maturity date. The note may be repaid in whole or in part any time prior to maturity. The promissory note is convertible at the investor’s sole discretion, into common shares at a conversion price of $4.00. The resulting modification of the notes resulted in a forgiveness of accrued interest of $27,537.

		During the nine months ended September 30, 2023 the Company issued $200,000 in convertible notes in conjunction with the purchase of Level 2 Securities, LLC. These notes agreements bear an interest rate of 10% and are convertible at the investor’s sole discretion, into common shares at a conversion price of $0.01.

		As of September 30, 2023, and December 31, 2022 $415,500 of these convertible notes are currently past due, with no associated penalties.

During the twelve months ended December 21, 2021, we issued 1,616,667 shares of common stock to convert $24,250 of principal of these outstanding convertible notes. The Company also paid down $8,750 of the principal balance of the convertible notes and the Company’s executives transferred $70,000 of their outstanding employee notes for cash to third parties, which lowered the related party notes and increased the convertible promissory notes by $70,000. During the twelve months ended December 31, 2022, an additional $100,000 of the Company’s executive notes were transferred to third parties for cash. The transferred notes had no change in terms thus no resulting gain or loss on the extinguishment and transfer. As per the original terms the notes bear a 10% annual interest rate, gives the holder the right, but not the obligation to convert up to 50% of the amount advanced and accrued interest into shares, warrants or options of common or preferred stock of the Company at fixed rate of $0.01 per share. As of December 31, 2022 the Company had paid off a $10,000 note with $4,639 of accrued interest for cash, and converted $5,000 of a note with $460 in accrued interest into 546,000 shares of common stock. During the six months ending June 30, 2023, noteholders converted $12,500 of notes with accrued interest of $1,341 into 1,384,071 shares of common stock. On March 14, 2023, the Company entered into an unsecured short-term loan agreement with a third party for an aggregate of $74,650 with an interest rate of 12%, an original issue discount of $7,150, financing costs of $2,500, with installment payments of $8,361 paid back monthly starting 45 days from the issuance date, with $16,722 of payments having paid as of June 30, 2023. Additionally, a noteholder invested $125,000 in the Company for a convertible note with a 10% interest rate and a fixed conversion price of $0.04. Dueing the six months ended June 30, 2023 the Company consolidated various past-due convertible promissory notes in an aggregate amount of $400,000 inclusive of interest at a 12% interest rate and with conversion rates ranging from .30 to $9.75 with an investor into a new single note. The convertible promissory note agreement bears interest at seven (6%) percent, has a one (1) year maturity date. The note may be repaid in whole or in part any time prior to maturity. The promissory note is convertible at the investor’s sole discretion, into common shares at a conversion price of $4.00. As of June 30, 2023, and December 31, 2022 $415,500 of these convertible notes are currently past due, with no associated penalties.15

1610. CARE Loans

9. CARE Loans

SCHEDULE OF LOANS PAYABLE

	June 30, 2023		December 31, 2022
	September 30, 2023		December 31, 2022
a) PPP loan – short term	$	-	$	-
b) EIDL loan – short term		1011,~~417~~694		7,903
b) EIDL loan – long term		~~139~~138,~~583~~306		142,097
Total CARE loans	$	150,000	$	150,000

(a) Paycheck Protection Program Loan

On April 30, 2020, the Company executed a note (the “PPP Note”) for the benefit of MUFG Union Bank, NA (the “Lender”) in the aggregate amount of $67,870 under the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”). The PPP is administered by the U.S. Small Business Administration (the “SBA”). The interest rate of the loan is 1.00% per annum and accrues on the unpaid principal balance computed on the basis of the actual number of days elapsed in a year of 360 days. Commencing seven months after the effective date of the PPP Note, MetAlert is required to pay the Lender equal monthly payments of principal and interest as required to fully amortize any unforgiven principal balance of the loan by the two-year anniversary of the effective date of the PPP Note (the “Maturity Date”). The Maturity Date can be extended to five years if mutually agreed upon by both the Lender and MetAlert. The PPP Note contains customary events of default relating to, among other things, payment defaults, making materially false or misleading representations to the SBA or the Lender, or breaching the terms of the PPP Note. The occurrence of an event of default may result in the repayment of all amounts outstanding under the PPP Note, collection of all amounts owing from MetAlert, or filing suit and obtaining judgment against MetAlert. Under the terms of the CARES Act, PPP loan recipients can apply for and be granted forgiveness for all or a portion of the loan granted under the PPP. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. Recent modifications to the PPP by the U.S. Treasury and Congress have extended the time period for loan forgiveness beyond the original eight-week period, making it possible for MetAlert to apply for forgiveness of its PPP loan. No assurance can be given that MetAlert will be successful in obtaining forgiveness of the loan in whole or in part, as such the Company has moved the PPP Loan into short-term liabilities, until further instructions are received. The Company was in compliance with the terms of the PPP loan as of December 31, 2021, and has accrued interest on the loan of $1,160 as of December 31, 2021.

During the period ended March 31, 2022, the Company received notification that the loan was forgiven, and as such, $68,870 of principal has been recognized on the income statement under other income, as of March 31, 2022.

(b) Economic Injury Disaster Loan

On June 10, 2020, the Company executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $150,000. The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest rate of 3.75% per annum. Installment payments, including principal and interest, started in December 2022. As part of the loan, the Company also received an advance of $10,000 from the SBA. While the SBA refers to this program as an advance, it was written into law as a grant. This means that the amount given through this program does not need to be repaid and has been recognized as Other Income.

As of ~~June~~September 30, 2023, the Company calculated that 2528 months of the 360 periods on the 30-year loans should be considered short-term, ~~and~~ and as such moved $1011,~~417~~694 to short-term liabilities, and has accrued interest on the loan of $1820,~~473~~095 as of ~~June~~September 30, 2023, or until the Company has received more definitive correspondence related to any potential forgiveness.

1011. RELATED PARTY TRANSACTIONS

Convertible Notes Due to Related Parties

During the period ended December 31, 2021, the Company relieved the outstanding payables due to related parties by $200,000 and converted those amounts into additional notes with an aggregate amount of $200,000. As the conversion price embedded in the note agreements was below the trading price of the common stock on the dates of issuance, a beneficial conversion feature (BCF) was recognized at the date of issuance. The Company recognized a debt discount at the date of issuance in the aggregate amount of $38,000 related to the intrinsic value of beneficial conversion feature. Additionally, the Company’s executives transferred $70,000 of their outstanding employee notes for cash to a third party, which lowered the related party notes and increased the convertible note balance by $70,000. The transferred notes had no change in terms, thus resulting in no gain or loss on the extinguishment related to the transfer of debt, making the outstanding balance on the related party notes on December 31, 2021 as $976,546, net of debt discounts.

During the period ended December 31, 2022, the Company relieved the outstanding payables due to related parties by $706,248 and converted those amounts into additional notes with an aggregate amount of $706,248. As the conversion price embedded in the note agreements was below the trading price of the common stock on the dates of issuance, a beneficial conversion feature (BCF) was recognized at the date of issuance. The Company recognized a debt discount at the date of issuance in the aggregate amount of $167,339 related to the intrinsic value of beneficial conversion feature. The related parties converted $108,602 of debt for 4,269,600 shares of common stock. Additionally, the Company’s executives transferred $100,000 of their outstanding employee notes for cash to a third party, which lowered the related party notes and increased the convertible note balance by $100,000. The transferred notes had no change in terms, thus resulting in no gain or loss on the extinguishment related to the transfer of debt, making the outstanding balance on the related party notes on December 31, 2022 as $1,206,738, net of debt discounts. During the period ending June 30, 2023 another $40,000 of employee notes and $2,696 of accrued interest were converted for 4,269,600 in common stock, leaving a balance on the related party notes on June 30, 2023 of $1,173,956, net of debt discounts.16

During the period ended December 31, 2022, the Company relieved the outstanding payables due to related parties by $706,248 and converted those amounts into additional notes with an aggregate amount of $706,248. As the conversion price embedded in the note agreements was below the trading price of the common stock on the dates of issuance, a beneficial conversion feature (BCF) was recognized at the date of issuance. The Company recognized a debt discount at the date of issuance in the aggregate amount of $167,339 related to the intrinsic value of beneficial conversion feature. The related parties converted $108,602 of debt for 4,269,600 shares of common stock. Additionally, the Company’s executives transferred $100,000 of their outstanding employee notes for cash to a third party, which lowered the related party notes and increased the convertible note balance by $100,000. The transferred notes had no change in terms, thus resulting in no gain or loss on the extinguishment related to the transfer of debt, making the outstanding balance on the related party notes on December 31, 2022 as $1,206,738, net of debt discounts. During the period ending September 30, 2023 another $40,000 of employee notes and $2,696 of accrued interest were converted for 4,269,600 in common stock, leaving a balance on the related party notes on September 30, 2023 of $1,194,635, net of debt discounts.

Accrued wages and costs - In order to preserve cash for other working capital needs, various officers, members of management, employees and directors agreed to defer portions of their wages and sometimes various out of pocket expenses since 2011. As of September 30, 2023, and December 31, 2022, the Company owed $194,935 and $26,948, respectively, for such deferred wages and other expenses owed for other services which are included in the accrued expenses – related parties on the accompanying balance sheet.

Accrued wages and costs - In order to preserve cash for other working capital needs, various officers, members of management, employees and directors agreed to defer portions of their wages and sometimes various out-of pocket expenses since 2011. As of June 30, 2023, and December 31, 2022, the Company owed $134,309 and $26,948, respectively, for such deferred wages and other expenses owed for other services which are included in the accrued expenses – related parties on the accompanying balance sheet.

11. DERIVATIVE LIABILITIES

Under authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entity’s own stock, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has issued certain convertible notes which conversion prices are based on a future market price. However, since the number of shares to be issued is not explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to share settle the conversion option. As a result, the conversion option is classified as a liability and bifurcated from the debt host and accounted for as a derivative liability in accordance with ASC 815 and will be re-measured at the end of every reporting period with the change in value reported in the statement of operations.

At June 30, 2023 and December 31, 2022, the balance of the derivative liabilities was $0. It was determined at December 31, 2020 that the Preferred A shareholders having the majority vote, can agree to increase the number of authorized shares, if needed, to settle any convertible debt, and thus the liability is $0.

12. EQUITY

The Company has 10,000,000 shares of preferred stock authorized. From this pool the following preferred shares have been classified as:

Preferred Stock – Series A

During the year ended December 31, 2018, the Company authorized 1,000,000 of Series A preferred shares, which shares have voting rights equal to two-thirds of all the issued and outstanding shares of common stock, shall be entitled to vote on all matters of the corporation, and shall have the majority vote of the board of directors. The subject preferred stock lacks any dividend rights, does not have liquidation preference, and is not convertible into common stock. During the year ended December 31, 2018, the Company issued one million shares to certain officers and board members. The Company retained a third-party valuation firm whose input was utilized in determining the related per share valuation of the preferred shares. Based on Management’s assessment and the valuation report, the fair value of the preferred shares was determined to be $0.0463 per share or an aggregate of $46,363. During the fiscal year ended December 31, 2022, 100,000 shares (1,539 with the reverse stock split), were returned to treasury and of the 900,000 shares (13,846 after the reverse stock split) all remain outstanding as of ~~June~~September 30, 2023.

As of December 31, 2020 it was determined that the Preferred A shareholders having the majority vote, can agree to increase the number of authorized shares, if needed, to settle any convertible debt, and thus any derivative liabilities are not necessary to reserve for this.

Preferred Stock – Series B

During the year ended December 31, 2019, the Company authorized 10,000 shares of preferred stock to be designated available for Series B preferred shares that have a stated value of $1,000 each and are convertible into common shares at fixed price of $0.0025. Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Company’s Common Stock. No other dividends shall be paid on shares of Series B Preferred Stock, and they shall have no voting rights and have liquidation preference. During the year ended December 31, 2019, the Company issued 150 Series Preferred B shares and 30,000,000 warrants to an accredited investor for their financings for an aggregate value of $150,000.

During the period ended December 31, 2020, the Company issued 100 Series B preferred shares and 20,000,000 warrants to an accredited investor for their financings for an aggregate value of $50,000. The Series B preferred shares and warrants shall have a fixed conversion price equal to $0.0025 of common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock. The warrants are exercisable at a price of $0.0025 per share through March 2025. The Company considered the accounting effects of the existence of the conversion feature of the Series B Preferred Stock, and the issuance of warrants at the date of issuance. In accordance with the current accounting standards, the Company determined that it should account for the fair value of the conversion feature and relative fair value of the issued warrants (up to the face amount of the Series B Preferred Stock) as a deemed dividend of $50,000 and a charge to paid in capital.

During the period ended December 31, 2021, the two accredited investors converted 70 Series B preferred shares into 28,000,000 common shares at the conversion price of $0.0025, leaving a balance of 180 Series B as of December 31, 2022, which with the reverse stock split leaves a balance of 23 as of December 31, 2022 and as of the period ending ~~June~~September 30, 2023.

Preferred Stock – Series C

During the period ended December 31, 2020, the Company authorized 1,000 shares of preferred stock to be designated available for Series C preferred shares that have a stated value of $1,000 each and are convertible into common shares at fixed price of $0.015. Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on an as converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Company’s Common Stock. No other dividends shall be paid on shares of Series C Preferred Stock, and they shall have no voting rights and have liquidation preference. During the year ended December 31, 2019, the Company had no Preferred C shares.

During the period ended December 31, 2020, the Company issued 150 Series C preferred shares and 10,000,000 warrants to two accredited investors for their financings for an aggregate value of $150,000.

During the period ended December 31, 2021, the Company issued 675 Series C preferred shares and 22,500,000 warrants to an accredited investor for their financings for an aggregate value of $675,000. The Series C preferred shares and warrants shall have a fixed conversion price equal to $0.004 per share of common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock. The warrants are exercisable through May 2024. The Company considered the accounting effects of the existence of the conversion feature of the Series C Preferred Stock, and the issuance of warrants at the date of issuance. In accordance with the current accounting standards, the Company determined that it should account for the fair value of the conversion feature and relative fair value of the issued warrants (up to the face amount of the Series C Preferred Stock) as a deemed dividend of $675,000 and a charge to paid in capital.

During the period ended December 31, 2021, the two accredited investors converted 150 Series C preferred shares into 10,000,000 common shares at the conversion price of $0.01, leaving a balance of 675 Series C as of December 31, 2022, which with the reverse stock split leaves a balance of 196 as of December 31, 2022 and as of the period ending ~~June~~September 30, 2023.

19Preferred Stock – Series D

During the period ended September 30, 2023, the Company authorized 100,000 shares of preferred stock to be designated available for Series D preferred shares that have convertible value into 100 shares of the Company’s common stock. Holders shall not be entitled to receive dividends on shares of Series D Preferred Stock.

During the period ended September 30, 2023, the Company issued 15,000 Series D preferred shares to an accredited investor for their financings for an aggregate value of $100,000. The Series D preferred shares shall have a fixed conversion price equal 100 shares of the Company’s common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock.

Common Stock

During the period ending ~~June~~September 30, 2023, the Company issued 67,~~231~~421,~~548~~137 shares of its common stock, with a value of $6274,~~315~~211 to various noteholders and employees for conversions of their notes within the terms, resulting in no gain or loss on the transaction.

During the period ending ~~June~~September 30, ~~2022~~2023, the Company issued 7170,~~604,762~~000 shares of its common stock to various firms for services rendered, with a fair value of $7222,~~926~~780 based on the quoted market price of the shares at time of issuance.

During the period ~~ended~~ending ~~June~~September 30, ~~2022~~2023, the Company issued 107,~~000~~100,000 shares of its common stock ~~with~~to acquire Level 2 Securities, LLC, with a fair value of $25347,~~000~~900 atbased on the ~~date~~quoted ~~grant~~market ~~for~~ price of the ~~cash~~shares ~~conversion~~at time of ~~10,000,000~~issuance ~~warrants~~at $0.49.

On September 20, 2022, the Company effected 1-for-65 reverse stock split of its common shares. All share amounts and per share amounts have been retroactively restated to reflect the split as if it had occurred as of the earliest period presented.

During the period ending September 30, 2022, the Company issued 459,692 shares of its common stock to various firms for services rendered, with a fair value of $129,286 based on the quoted market price of the shares at time of issuance.

During the period ended September 30, 2022, the Company issued 153,847 shares of common stock with a fair value of $25,000 at the date grant for the cash conversion of 10,000,000 warrants.

Common Stock Warrants

Since inception, the Company has issued numerous warrants to purchase shares of the Company’s common stock to shareholders, consultants and employees as compensation for services rendered.

A summary of the Company’s warrant activity and related information is provided below (the exercise price and the number of shares of common stock issuable upon the exercise of outstanding warrants have been adjusted to reflect a 1-for-65 reverse stock split.):

SCHEDULE OF WARRANT ACTIVITY

	Exercise Price $		Number of Warrants
Outstanding and exercisable at December 31, 2022		0.16 – 2.60		603,846
Warrants exercised		-		-
Warrants granted		.05-.15		~~300~~400,000
Warrants expired		0.975		(157,692	)
Outstanding and exercisable at June 30, 2023		0.05- 2.60		746,154
Outstanding and exercisable at September 30, 2023		0.05- 2.60		846,154

Stock Warrants as of June 30, 2023
Stock Warrants as of September 30, 2023
Exercise		Warrants		Remaining		Warrants
Price		Outstanding		Life (Years)		Exercisable
$	0.05		300,000		10.4065		300,000
$	0.1615		100,000		12.4037		100,000
$	20.6016		~~346~~100,~~154~~000		01.7615		~~346~~100,~~154~~000
$	2.60		346,154		0.51		346,154

During the period ended ~~June~~September 30, 2023, the Company issued ~~300~~400,000 warrants to aninvestors ~~investor~~ as part of the terms on their convertible ~~note~~notes, and 157,692 of warrant expired, leaving a balance at ~~June~~September 30, 2023 of ~~746~~846,154.

~~The~~Of ~~outstanding~~the ~~and~~400,000 ~~exercisable~~of warrants atissued ~~June~~during the period ended September 30, 2023, ~~had~~it anwas ~~intrinsic~~determined thru the Black-Scholes-Merton model that the total fair value of ~~approximately~~the warrants issued at grant date were determined to have a fair value of $8525,~~808~~552 and were expensed as financing costs.

The outstanding and exercisable warrants at September 30, 2023 had an intrinsic value of approximately $75,308.

Common Stock Options

Under the Company’s 2008 Equity Compensation Plan (the “2008 Plan”), we are authorized to grant stock options intended to qualify as Incentive Stock Options, “ISO”, under Section 422 of the Internal Revenue Code of 1986, as amended, non-qualified options, restricted and unrestricted stock awards and stock appreciation rights to purchase up to 7,000,000 shares of common stock to our employees, officers, directors and consultants, with the exception that ISOs may only be granted to employees of the Company and its subsidiaries, as defined in the 2008 Plan.

The 2008 Plan provides for the issuance of a maximum of 7,000,000 shares, of which, after adjusting for estimated pre-vesting forfeitures and expired options, approximately 2,235,000 were available for issuance as of ~~June~~September 30, 2023.

No options were granted during the period ending ~~June~~September 30, 2023.

13. COMMITMENTS & CONTINGENCIES

Bonuses

The Company has an employment agreement with its CEO which, among other provisions, provide for the payment of a bonus, as determined by the Board of Directors, in amounts ranging from 15% to 50% of the executive’s yearly compensation, to be paid in cash or stock at the Company’s sole discretion, if the Company has an increase in year over year revenues and the Executive performs his duties (i) within the time frame budgeted for such duties and (ii) at or below the cost budgeted for such duties. No such bonuses were declared or accrued during the periods ending ~~June~~September 30, 2023 or 2022.

Contingencies

From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events. As of ~~June~~September 30, 2023, there was no pending or ~~threatened~~ threatened litigation against the Company.

COVID-19

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

Due to COVID-19, we have experienced some changes in our business, that have been both positive and negative. Specifically, the Company’s IP licensing business has been negatively impacted by the global financial slowdown and many courts, judges and law firms are not working at full capacity, which is creating delays in finalizing licensing agreements or litigation. We have also experienced a small percentage of subscriptions being either cancelled or requested to be put on pause, due to financial hardships. On the positive side we saw an increase in product sales specifically with medical supplies and equipment. Overall, our revenues have not been materially impacted as a whole, however there have been some shifts with certain revenue streams doing better post COVID and others doing worse.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

14. SUBSEQUENT EVENTS

On ~~July~~ 5October 6, 2023, the Company issued ~~170~~common stock of 250,000 shares ofwith ~~common~~a ~~stock~~fair ~~worth~~value of $2217,~~780~~ 500 to ~~various~~a ~~consultants~~consultant for services ~~rendered~~.

On August 14, 2023, the Company registered an Offering Statement on a Form 1-A (“Reg A”). This offering relates to the sale of up to 13,335,000 shares of our common stock (the “Shares”) at a price of $0.10 per share, for total offering proceeds of up to $1,333,500 if all offered shares are sold.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report include forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our revenues and financial performance; risks associated with product development and technological changes; the acceptance our products in the marketplace by existing and potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

Introduction

Unless otherwise noted, the terms “MetAlert, Inc.”, the “Company”, “we”, “us”, and “our” refer to the ongoing business operations of MetAlert, Inc. and our wholly-owned subsidiaries, Global Trek Xploration, and ~~LOCiMOBILE,~~Level 2 Security Products, Inc.

Organization and Presentation

The Company was originally founded in 2002 as Global Trek Xploration, Inc. and, as part of a reverse merger, became publicly traded in 2008 as a 100% wholly owned subsidiary of GTX Corp, a Nevada corporation, under its former name “Deeas Resources Inc.” In September 2022, the public Company changed its name from GTX Corp to MetAlert, Inc. (OTC Pinks: MLRT) but still kept its 2 wholly owned subsidiaries and effected a 1-for-65 reverse stock split of its issued and outstanding stock. During the periods covered by this report, MetAlert, Inc. and its subsidiaries were engaged in business operations that design, manufacture and sell various interrelated and complementary products and services in the wearable technology and Personal Location Services marketplace. In September of 2023, a new 100% wholly owned subsidiary was created, Level 2 Security Products, Inc. which merged into Level 2 Security, LLC. During that period LOCiMobile, Inc. was dissolved. MetAlert owns 100% of the issued and outstanding capital stock of its two subsidiaries - Global Trek Xploration, Inc. and ~~LOCiMOBILE~~Level 2 Security Products, Inc.

Global Trek Xploration, Inc. focuses on the design, manufacturing and sales distribution of its hardware, software, and connectivity, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking platform, which provides real-time tracking and monitoring of people and high valued assets. Utilizing a miniature quad-band GPRS transceiver, antenna, circuitry, battery and inductive charging pad our solutions can be customized and integrated into numerous products whose location and movement can be monitored in real time over the Internet through our 24x7 tracking portal or on a web enabled cellular telephone. Our core products and services are supported by an IP portfolio of patents, patents pending, registered trademarks, copyrights, URL’s and a library of software source code, all of which is also managed by Global Trek.

~~LOCiMOBILE,~~Level ~~Inc.,~~2 isSecurity ~~the~~will ~~Companies~~focus ~~digital~~on ~~platform which has been at~~ the ~~forefront~~sales ofand ~~Smartphone~~distribution ~~application (“App”) development since 2008. With a suite~~ of ~~mobile~~non-human ~~applications~~assets, ~~that~~such ~~turn~~as ~~the~~firearms, ~~iPhone~~vehicles, ~~iPad~~bikes, ~~Android~~boats, ATV’s, and ~~other GPS enabled handsets into~~ a ~~tracking device which~~ ~~can~~host beof ~~tracked~~other ~~from~~valuable mobile ~~device~~assets orwhich ~~through~~require ~~our~~oversight ~~tracking~~monitoring ~~portal or on any connected device with internet access. LOCiMOBILE has launched over 20 Apps across multi mobile device operating systems~~ and ~~continues~~theft ~~to launch consumer and enterprise apps~~recovery.

LOCiMOBILE’s digital assets were all under the management of the parent company MetAlert and remain there with the dissolution of LOCiMobile, Inc. The Company’s digital platform which has been at the forefront of Smartphone application (“App”) development since 2008. With a suite of mobile applications that turn the iPhone, iPad, Android and other GPS enabled handsets into a tracking device which can be tracked from mobile device or through our tracking portal or on any connected device with internet access. LOCiMOBILE launched over 20 Apps across multi mobile device operating systems and continues to launch consumer and enterprise apps.

Operations

The Company designs, develops, manufactures, sells, and distributes health and safety products and services, and other related medical supplies and equipment, through a global business to business (“B2B”) and business to consumer (“B2C”) network of resellers, affiliates, distributors, nonprofit organizations, local, state, and federal government agencies, police departments, manufacturers reps and retailers. Offering a variety of electronic and non-electronic devices and equipment, a proprietary Internet of things (“IoT”) enterprise monitoring platform and a licensing subscription business model. The Company provides a complete end to end solution of hardware, middleware, apps, connectivity, licensing, and professional services, letting our customers know where or how someone, or something, is at the touch of a button, delivering safety, security, and peace of mind in real-time. Except for our military products and ~~medical~~recently ~~protective~~acquired ~~equipment~~Level 2 Security devices, all of our consumer and enterprise tracking products funnel into the MetAlert IoT monitoring platform which supports end user customers in over 35 countries. The Company is also in the business of licensing intellectual property, ~~and~~ monetizing its patent portfolio, and providing backend infrastructure logistic and subscription management services.

Overview

During the ~~second~~third quarter of 2023, we ~~continued~~made tosome ~~work~~significant ~~with~~advancements ~~our~~on ~~suppliers,~~several ~~distributors,~~fronts. ~~and~~Our ~~customers~~SmartSole toplus ~~find~~was ~~ways~~put tothrough ~~streamline and~~rigorous ~~improve~~testing ~~our~~at ~~production~~Intertek ~~cycles~~labs, ~~and~~which ~~enhance~~concluded ~~our~~that ~~efficiencies~~the ~~on getting~~ product tois ~~market~~fully ~~faster~~compliant, ~~while~~making ~~managing~~them ~~cost~~FCC ~~increases~~ and ~~supply~~ ~~chain~~IEC ~~disruptions~~certified. WeThis ~~spent~~enabled ~~years~~us ~~working~~to release onsome ~~bringing our production~~ back ~~into~~orders ~~the~~from ~~U.S.~~larger ~~and~~enterprise ~~are~~customers ~~proud~~in toEurope ~~have~~that arequired ~~Made~~the infinal ~~the U.S.A.~~certification ~~stamp~~documentation. ~~However,~~We ~~after~~also ~~nearly~~saw some ~~two~~improvements ~~years~~in ofour production ~~delays~~capacity, weand ~~concluded~~were ~~that~~able ~~we had~~ to ~~expand~~stream ~~our~~line ~~sourcing~~some ~~and~~ manufacturing ~~capabilities~~processes, ~~while~~thereby ~~also~~increasing ~~leveraging~~ our IPproduction quantities ~~portfolio,~~and ~~hence~~enhancing weour ~~set~~low ~~out~~inventory toposition. ~~find~~We awere ~~partner~~also able to ~~license~~leverage our ~~technology~~OEM ~~and start~~ manufacturing ~~under~~in anGermany ~~O.E.M.~~and ~~license.~~started Asincrease inventory ofto ~~the~~fill ~~end~~orders ofin ~~the~~Europe ~~quarter~~and weto ~~were~~have insome ~~the~~inventory ~~final~~sent ~~stages~~to ofthe ~~negotiating~~US. ~~an agreement~~Overall, ~~which~~ ~~was~~we ~~ultimately~~still ~~signed~~have ~~the~~some ~~following~~supply ~~month.~~chain ~~Management~~issues, ~~believes~~but this was isthe afirst ~~turning~~quarter ~~point~~since ~~with~~the ~~many~~launch ~~benefits~~of ~~both~~the ~~short~~SmartSole ~~term~~plus ~~and long~~that ~~term.~~we ~~Most~~saw ~~importantly~~noticeable improvements in ~~the~~lead ~~short term~~times, ~~this~~increases ~~will~~in ~~increase~~inventory and ~~the~~shortening ~~number~~our oftime ~~SmartSoles~~from ~~manufactured~~order ~~and~~to ~~help~~delivery ~~keep~~by up2-3 ~~with~~weeks ~~the growing~~on ~~demand~~average. As we discussed last quarter, we are still evaluating ways to scale up production in the U.S. and bring down our costs with a stated mission to reduce costs by 10% to 18% and increase production capacity by 25% to 40%. Also mentioned last quarter, the Company began certifying our made in the U.S. SmartSole plus, and while the initial test phase took a little longer than expected, the Company now expects to have that completed in the coming weeks, which will allow us to fill back orders into countries that have been waiting for these government certifications. Internationally, the SmartSole has always been viewed as a very innovative and niche product, but now our focus is on scaling and bringing costs down so that we can start showing real market adoption. Reports have recently been published on the growing size of the “Smart Shoe” market with many well recognized brands entering the marketplace, which we believe based on our IP portfolio will open up new opportunities for future partnerships.

~~Throughout~~During the third quarter we ~~continued~~took ~~selling~~some atransformative ~~small~~steps ~~amount~~to ofbroaden ~~PPE~~our ~~inventory~~product ~~but~~line ~~unless~~and ~~COVID~~add ~~transmissions~~new ~~make~~markets ain ~~resurgence,~~order weto ~~believe~~increase ~~this part of~~ our ~~business~~product revenues ~~will~~and ~~wind~~subscriptions. ~~down~~We insuccessfully ~~the~~acquired ~~coming~~Level ~~months.~~2 ToSecurity ~~that end~~LLC, which we ~~spent~~merged ~~time~~into ~~during~~our ~~the~~new ~~second~~100% ~~quarter~~wholly ~~evaluating~~owned ~~new~~subsidiary ~~business~~Level ~~opportunities~~2 ~~and~~Security ~~possible~~Products, ~~acquisitions~~Inc. Management ~~still~~ believes ~~we need more products to sell and grow our subscription business. Compared to the same quarter last year~~, wethis ~~saw~~was a ~~62%~~formidable ~~increase~~step in ~~domestic~~solidifying ~~subscriptions~~the ~~and~~financial ~~over 100% subscription increases in Germany~~ and ~~Canada.~~operational ~~These~~position ~~are~~of ~~good trends, which~~ the Company and ~~expects~~encapsulates ~~will~~our ~~continue~~vision to ~~improve~~amplify asrecurring werevenue ~~continue~~streams towhile ~~fill orders,~~scaling ~~but~~the ~~nevertheless~~Company’s welife-saving ~~still~~technology ~~need to expand our products~~ and ~~drive~~IP ~~more sales and grow subscriptions~~portfolio.

~~During~~Included in the ~~second~~acquisition ~~quarter~~came ~~the~~bank ~~Company~~balances, ~~finalized~~Intellectual ~~our~~Property, ~~agreement~~approximately ~~with~~3,800 ~~Telehealth~~units ~~partner~~of ~~Hands~~ready ~~Free~~to ~~Health~~ship ~~(HFH)~~product ~~and~~inventory, ~~soft~~digital ~~launched~~collateral, an ononline ~~July 1st~~store, ~~2023.~~an ~~This~~Amazon ~~partnership~~account, ~~will~~smartphone ~~provide~~apps, ~~real-time~~and ~~telehealth~~an ~~access~~ongoing ~~via~~research ~~Walmart~~and ~~Health~~development ~~Virtual~~roadmap ~~Care~~for ~~(WHVC),~~possible ~~which~~future weproduct releases. ~~expect~~The ~~will~~strategic ~~help~~synergy ~~grow~~from ~~subscribers~~the ~~but~~merger ~~also~~enables ~~help~~us ~~with~~to ~~the~~expand ~~SmartSole~~our ~~expansion~~target ~~plan.~~market Asbeyond wethose ~~drive~~of ~~towards~~humans ~~Medicare~~with ~~reimbursement,~~cognitive disorders and opens ~~having~~the ~~access~~doors to aentire ~~virtual~~new ~~doctor~~and ~~who~~much ~~could~~larger ~~diagnose~~markets. aThe ~~person~~Level ~~with~~2 ~~Alzheimer’s~~proprietary ortechnology ~~dementia~~can ~~should~~safeguard ~~help~~an ~~facilitate~~extensive ~~access~~range toof mobile assets, ~~SmartSoles~~and by ~~people~~integrating ~~who~~this ~~require~~with ~~financial~~MetAlert’s ~~assistance~~infrastructure, the Company envisions fiscal improvements in the near term.

InBy ~~summary,~~tapping weinto ~~made~~a ~~some~~vast ~~positive~~new ~~steps~~market, ~~forward~~this ~~during~~acquisition ~~this~~signifies ~~quarter,~~a ~~but~~strategic ~~did~~investment ~~not~~in ~~meet~~bolstering our ~~revenue~~short ~~targets.~~and ~~The~~long-term ~~Company~~growth ~~has implemented~~strategy ~~many~~and ~~cost~~will ~~saving~~broadly ~~measures,~~expand ~~including~~our ~~the~~reach ~~entire~~into ~~senior~~the ~~management~~arena ~~team~~of ~~deferring salaries, and cutting out all~~ non-~~essential expenses~~human byasset ~~approximately 24% year-to-date~~tracking. WeThis ~~have~~transaction ~~worked~~represents ~~with~~a ~~all~~convergence of our ~~suppliers~~core ~~to reduce unnecessary expenses related to~~mission ~~production~~of ~~inefficiencies~~delivering inlife-saving ~~order~~technology towith ~~position~~a ~~ourselves~~sharp tofocus ~~maximize~~on ~~profits as we scale back up. As we continue to evaluate and explore new products and opportunities~~sustainable, welong-term ~~have launched a new~~ subscription-based ~~service~~revenue ~~to enter the growing Telehealth market in order to augment and broaden our subscription business~~growth. The Company ~~continues~~ plans to ~~work~~start ~~towards~~an ~~eventually~~immediate ~~getting~~marketing ~~Medicare~~ and ~~other government~~product ~~assistance~~awareness ~~for~~campaign ~~our~~to ~~SmartSole,~~gun ~~which~~activist ~~will~~groups, ~~then~~gun ~~foster~~safety ~~growth~~groups, ~~and~~police ~~build our subscription base~~departments, ~~which~~child ~~we believe will~~safety ~~ultimately~~advocate ~~provide~~groups, usgun ~~with~~stores aand ~~large~~ranges, ~~global~~military ~~data~~supply ~~base~~lines ~~that can be analyzed by using artificial intelligence (A.I.) to produce predictive models. Healthcare assisted with A.I. is the prize we have set our sights on,~~ and weplans ~~are doing everything we can~~ to ~~put in~~expand ~~place~~its ~~the~~marketing ~~necessary~~into ~~steps~~other tochannels ~~get~~such ~~to that prize~~ as ~~quickly~~the asgrowing electric ~~possible~~bike market.

Within a few weeks of starting our marketing campaign we received and delivered our first commercial order for the GunAlert® firearm recovery device. The order came from Range USA which has 40+ locations across 10 states and is headquartered in Cincinnati Ohio. We have also sent out test units for evaluation to several police departments of which some have already replied back with interest and or compelling testimonials. As with all of our products we sell both B2B and B2C and have already embarked on a direct-to-consumer marketing campaign across several social media platforms and Amazon.

The strategic timing for expanding into this market coincides well with the Office of Justice Programs (“OJP”) recent announcement of investing unprecedented resources in programs designed to reduce gun crime and community violence. Last September $100 million in grant funding was initiated under the Community Violence Intervention and Prevention Initiative making this the largest targeted federal investment for these strategies in history. As part of our go to market strategy we are looking to bring on retired police officers that can assist us with messaging, and grant approval procedures, so that we can become a recognized force and solution provider in the ever growing national conversation on gun safety.

Compared to the same quarter last year, we saw a 62% increase in domestic subscriptions and over 100% subscription increases in Germany and Canada. These are good trends, which the Company expects will continue to improve as we continue to fill orders, but nevertheless we still need to expand our products, drive more sales and grow subscriptions.

During the third quarter, the Company continued to work on the launch of Hands Free Health (HFH) which provides real-time telehealth access via Walmart Health Virtual Care (WHVC). We expect this business silo will help grow subscribers but also help with the SmartSole expansion plan. As we drive towards Medicare reimbursement, having access to a virtual doctor who could diagnose a person with Alzheimer’s or dementia should help facilitate access to SmartSoles by people who require financial assistance.

In summary, we made some positive steps forward during this quarter, but did not meet our revenue targets. The Company has implemented many cost saving measures, including the entire senior management team deferring salaries, and cutting out all non-essential expenses by approximately 24% year-to-date. We have worked with all our suppliers to reduce unnecessary expenses related to production inefficiencies in order to position ourselves to maximize profits as we scale back up. As we continue to evaluate and explore new products and opportunities, we have launched a new subscription-based service to enter the growing Telehealth market in order to augment and broaden our subscription business. The Company continues to work towards receiving Medicare and other government assistance for our SmartSole, which will then foster growth and build our subscription base, which we believe will ultimately provide us with a large global data base that can be analyzed by using artificial intelligence (A.I.) to produce predictive models. Healthcare assisted with A.I. is the prize we have set our sights on, and we are doing everything we can to put in place the necessary steps to get to that prize as quickly as possible.

The Company intends to continue to persevere through COVID, supply chain disruptions, inflation, market volatility and a looming recessing all of which has made it challenging and slowed down our ability to rapidly implement our business plan. We believe the steps we have taken this year, so far, will start to yield the results in the coming months that we have been stiving towards. For the remainder of the year, Management still expects to expand the Company’s production and look for new products and technologies to deploy.

Results of Operations

The following discussion should be read in conjunction with our interim consolidated financial statements and the related notes that appear elsewhere in this Quarterly Report.

Three Months Ended ~~June~~September 30, 2023 (“Q2Q3 2023”) Compared to the Three Months Ended ~~June~~September 30, 2022 (“Q2Q3 2022”)

	Three Months Ended June 30,
	Three Months Ended September 30,
	2023						2022
	$			% of Revenues			$			% of Revenues
Product sales		3658,~~232~~940			7469	%		3136,~~245~~352			4954	%
Service income		1226,~~607~~801			2631	%		3331,~~156~~302			5146	%
IP royalties		-			0	%		-			0	%
Total revenues		4885,~~839~~741			100	%		6467,~~401~~654			100	%
Cost of products sold		4084,~~719~~458			8399	%		3523,~~989~~333			5634	%
Cost of service revenue		21,~~594~~206			51	%		53,~~973~~016			94	%
Cost of licensing revenue		-			0	%		-			0	%
Cost of goods sold		4385,~~313~~664			89100	%		4126,~~962~~349			6539	%
Gross profit		~~5,526~~77			110	%		2241,~~440~~305			3561	%
Operating expenses:
Wages and benefits		~~118~~120,~~849~~865			~~243~~141	%		~~131~~127,~~323~~829			~~204~~189	%
Professional fees		2061,~~399~~995			4272	%		7781,~~177~~893			~~120~~121	%
Sales and marketing expenses		-5,372			06	%		53,~~058~~494			85	%
General and administrative		4765,~~569~~232			9776	%		2768,~~292~~269			42101	%
Total operating expenses		~~186~~353,~~817~~314			~~383~~296	%		~~240~~281,~~850~~485			~~374~~416	%
Gain/(loss) from operations		(~~181~~253,~~291~~386	)		-~~371~~296	%		(~~218~~240,~~410~~180	)		-~~339~~355	%
Other (expense)/income, net		(27176,~~293~~174	)		-56205	%		(762,~~813~~283	)		-1292	%
Net income/(loss)		(~~208~~429,~~584~~561	)		~~-427~~501	%		(~~226~~302,~~223~~463	)		-~~351~~447	%

Revenues

Revenues were $4885,~~839~~741 for the three months ended ~~June~~September 30, 2023 compared to $6467,~~401~~654 for the three months ended ~~June~~September 30, 2022, representing aan ~~decrease~~ increase of 2427%,. This ~~decrease~~increase was primarily driven from ~~transitioning~~the new ~~out~~GUNALERT ofsales ~~direct-~~to~~-consumer~~ ~~PPE~~Range ~~sales into our core B2B business~~USA.

24During the period ended September 30, 2023, the Company’s customer base and revenue streams were comprised of approximately 64.12% B2B (Wholesale Distributors and Enterprise Institutions), 35.88% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes), 0% IP (our monetization campaign from consulting, licensing and asserting our patents) and 0% Military and Law Enforcement.

During the period ended ~~June~~September 30, ~~2023~~2022, the Company’s customer base and revenue streams were comprised of approximately ~~64.12~~59% B2B (Wholesale Distributors and Enterprise Institutions), ~~35.88~~41% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes~~), 0% IP (our monetization campaign from consulting, licensing and asserting our patents) and 0% Military and Law Enforcement~~.

During the period ended June 30, 2022, the Company’s customer base and revenue streams were comprised of approximately 78.43% B2B (Wholesale Distributors and Enterprise Institutions), 21.57% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes), 0% IP (our monetization campaign from consulting, licensing and asserting our patents) and 0% Military and Law Enforcement.

Cost of goods sold

Cost of goods sold were $4385,~~313~~664 for the three months ended ~~June~~September 30, 2023 compared to $4126,~~962~~349 for the three months ended ~~June~~September 30, 2022, representing an increase of 3225%. This increase was primarily due to the ~~higher~~addition ~~product~~of ~~sales~~costs related to the new GUNALERT product as compared to the previous year’s same period.

The Company expects our margins to increase once we start ramping up our subscriptions and licensing and sell more of our proprietary ~~products~~ products like our SmartSoles, where we have no competition. Our overall gross margin was ~~slightly~~ lower in ~~2022~~2023, predominately because most of our revenues came from product sales which require competitive pricing, and that includes shipping charges. In order to be competitive with the major online retailers (many of them include free shipping) we had to reduce our shipping charges to be in line with competitors.

Wages and benefits

Wages and benefits decreased 95% in the three months ended ~~June~~September 30, 2023 as compared to three months ended ~~June~~September 30, 2022, predominantly ~~because~~ because of cost cutting and time saving initiatives that have been in place during slower periods.

Professional fees

Professional fees consist of costs attributable to consultants and contractors who primarily spend their time on legal, accounting, product development, business development, corporate advisory services and shareholder communications. Such costs decreased $5619,~~778~~898 or 7424% in the three months ended ~~June~~September 30, 2023 as compared to in the three months ended ~~June~~September 30, 2022. Even though some professional fees have decreased as more responsibilities were transferred from outside contractors and consultants to in-house personnel., ~~Those~~those fees related to investor ~~relations~~ relations and business development have increased due to new products lines and the impending release of the company’s updated ~~SmartSole~~ SmartSole products.

Sales and marketing expenses

Sales and marketing expenses ~~decreased~~increased by ~~100~~54% or $51,~~057~~878 in three months ended ~~June~~September 30, 2023 in comparison to the three months ended September ~~June~~ 30, ~~2021.~~ ~~The~~2022, ~~decrease~~this ~~was~~is primarily due to ~~the~~costs ~~release~~related ofto marketing the new 4G SmartSole.

General and administrative

General and administrative costs in three months ended ~~June~~September 30, 2023 increased by $2022,~~276~~019 or 7414% in comparison to the three months ended ~~June~~ September 30, 2022, mostly due to increases in investor relations expense.

Other income/(expense), net

Other expense, net increased ~~249~~183% or $19113,~~480~~891 in the three months ended ~~June~~September 30, 2023 compared to the three months ended ~~June~~September 30, 2022. This increase was primarily as a result of the ~~gain~~fair ofvalue ~~$34,191~~expense ~~from~~related to the ~~forgiveness~~issuance of ~~CARE~~warrants ~~loans~~ in ~~Q2 2022 not realized in Q2 2023, as well as increases in interest expense, the amortization of debt discounts and~~ financing costs.

Net income/(loss)

Net loss ~~decreased~~increased by 842% or $17127,~~640~~099 from Q2Q3 2023 in comparison to Q2Q3 2022 primarily as a result of the lower ~~operating~~net ~~expenses~~profit ofmargins that were ~~$540,034~~related to increased product sales related costs and ~~gains~~the ~~from~~fair value expense related to the ~~forgiveness~~issuance of ~~debt~~warrants ~~and~~in ~~interest~~financing costs.

~~Six~~Nine Months Ended ~~June~~September 30, 2023 (“Q1-Q3 ~~and Q2~~ 2023”) Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2022 (“Q1- ~~and~~Q3 Q2 2022”)

	Six Months Ended June 30,
	Nine Months Ended September 30,
	2023						2022
	$			% of Revenues			$			% of Revenues
Product sales		90149,~~623~~562			7572	%		~~163~~200,~~925~~277			7067	%
Service income		3057,~~909~~710			2528	%		68100,~~992~~293			3033	%
IP royalties		-			0	%		-			0	%
Total revenues		~~121~~207,~~532~~272			100	%		~~232~~300,~~917~~570			100	%
Cost of products sold		66151,~~781~~239			5573	%		~~123~~147,~~934~~627			5349	%
Cost of service revenue		68,~~899~~105			64	%		1215,~~891~~906			65	%
Cost of licensing revenue		-			0	%		-			0	%
Cost of goods sold		73159,~~680~~344			6177	%		~~136~~163,~~825~~173			5954	%
Gross profit		47,~~852~~928			3923	%		96137,~~092~~397			4146	%
Operating expenses:
Wages and benefits		~~242~~363,~~494~~359			~~200~~175	%		~~255~~382,~~088~~916			~~110~~127	%
Professional fees		51113,~~923~~917			4355	%		~~175~~257,~~339~~232			7586	%
Sales and marketing expenses		~~(20~~5,352	)		03	%		1519,~~599~~092			76	%
General and administrative		~~113~~178,~~458~~690			9386	%		88156,~~399~~670			3852	%
Total operating expenses		~~407~~661,~~855~~318			~~336~~319	%		~~534~~815,~~425~~910			~~229~~271	%
Gain/(loss) from operations		(~~360~~613,~~003~~390	)		-296	%		(~~438~~678,~~333~~514	)		~~188~~-226	%
Other (expense)/income, net		(97273,~~727~~901	)		-80132	%		17(44,~~725~~558	)		8-15	%
Net income/(loss)		(~~457~~887,~~730~~291	)		-~~377~~4280	%		(~~420~~723,~~608~~072	)		-~~181~~241	%

Revenues

Revenues as a whole in Q1-Q3 ~~and Q2~~ 2023 decreased by 4831% or $~~111~~93,~~385~~298 in comparison to Q1-Q3 ~~and Q2~~ 2022, a result of the ~~reductions~~manufacturing delays in ~~demand for~~2023 ~~PPE’s~~ and the ~~supply~~efforts ~~chain~~to ~~and~~get ~~manufacturing~~the ~~delays~~new inLevel ~~2023~~2 Security Products out to market.

Cost of goods sold

Cost of goods sold decreased by 462% or $633,~~144~~829 during Q1-Q3 ~~and Q2~~ 2023 in comparison to Q1-Q3 ~~and Q2~~ 2022 primarily due to the ~~shift~~addition ~~from purchases~~ of ~~low~~costs ~~margin~~related ~~health~~to ~~and~~the ~~safety~~new ~~inventories~~GUNALERT tosales ~~the~~where ~~higher~~there ~~margin~~were ~~SmartSoles~~no associated costs in 2022.

Wages and benefits

Wages and benefits during Q1-Q3 ~~and Q2~~ 2023 ~~increased~~decreased by 5% or $1219,~~594~~558 in comparison to Q1-Q3 ~~and Q2~~ 2022, which remained fairly constant because of cost cutting and time saving initiatives.

Professional fees

Professional fees consist of costs attributable to consultants and contractors who primarily spend their time on legal, accounting, product development, business development, corporate advisory services and investor relations. Such costs decreased $~~123~~143,~~416~~315 or 7056% during Q1-Q3 ~~and Q2~~ 2023 as compared to Q1-Q3 ~~and Q2~~ 2022, primarily due to the Company’s decreased need for outside consultants.

Sales and marketing expenses

Sales and marketing expenses decreased by ~~100~~72% or $6913,~~738~~741 during Q1-Q3 ~~and Q2~~ 2023 in comparison to Q1-Q3 ~~and Q2~~ 2022., ~~Primarily~~is primarily due to the reduction in costs related to the advertising for the SmartSole.

General and administrative

General and administrative costs during Q1-Q3 ~~and Q2~~ 2023 increased by $2522,~~059~~019 or 2814% in comparison to Q1-Q3 ~~and Q2~~ 2022, mostly due to increases in ~~investor~~ investor relations expense.

Other income/(expense), net

Other expense, net ~~decreased~~increased ~~684~~501% or $~~114~~228,~~452~~343 from Q1-Q3 ~~and Q2~~ 2023 to Q1-Q3 ~~and Q2~~ 2022 primarily as a result of a ~~$102,061~~interest ~~gained~~expense ~~from~~and the ~~forgiveness of~~fair avalue ~~CARE/EDD~~expense ~~loans~~related to the issuance of warrants in ~~2022~~financing costs.

Net income/(loss)

Net loss increased by 923% or $36163,~~121~~219 from Q1-Q3 ~~and Q2~~ 2023 to Q1-Q3 ~~and Q2~~ 2022 primarily asdue ato ~~result~~interest ofexpense and the ~~gains~~fair ~~received~~value inexpense ~~2022~~related ofto ~~$102,061 from~~ the ~~forgiveness~~issuance of awarrants ~~CARE/EDD loans, which substantially offset amortizations and interest expenses~~ in ~~2022~~financing costs.

Liquidity and Capital Resources

As of ~~June~~September 30, 2023, we had $45106,~~089~~333 of cash and cash equivalents, and a working capital deficit of $3,~~614~~730,~~467~~701, compared to $618,~~135~~ 534 of cash and cash equivalents and a working capital deficit of $23,~~983~~233,~~441~~209 as of December 31, 2022.

During the ~~six~~nine months ended ~~June~~September 30, 2023, our net loss was $~~457~~887,~~730~~291 compared to a net loss of $~~420~~723,~~608~~072 for the ~~six~~nine months ended September ~~June~~ 30, 2022. Net cash used in operating activities in the ~~six~~nine months ended ~~June~~September 30, 2023 and in the ~~six~~nine months ended September ~~June~~ 30, 2022 was $~~155~~295,~~814~~166 and $~~269~~426,~~697~~835, respectively.

Net cash ~~used~~from in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2023 was $42,408 received in the acquisition of Level 2 Securities, LLC and ~~June~~net cash used in investing activities during the nine months ended September 30, 2022 was $03,308 ~~respectively~~for the purchase of intangible assets.

Net cash provided by financing activities during the six months ended June 30, 2023 was $192,368 and consisted of $190,000 received for the issuance of debt, $46,881 from the use of the line of credit, and payments to the line of credit of $27,791 and payments on debt of $16,722. Net cash provided by financing activities during the six months ended June 30, 2022 was $192,490 and consisted of $150,000 received form the purchase of 5,000,000 shares of common stock at $0.03 per share, $25,000 received for the conversion of warrants, $25,000 from the issuance of debt and $34,180 from draws upon our line of credit. This was offset by payments on debt of $32,510 and $9,180 on the line of credit.

Net cash provided by financing activities during the nine months ended September 30, 2023 was $350,556 and consisted of $275,000 received for the issuance of debt and $100,000 from the sale of preferred stock, $46,881 from the use of the line of credit. This was offset by payments to the line of credit of $29,021 and payments on debt of $42,304. Net cash provided by financing activities during the nine months ended September 30, 2022 was $315,799 and consisted of $180,000 received from the purchase of 6,000,000 shares of common stock (92,309 post reverse) at $0.03 per share, $25,000 received for the conversion of warrants, $145,000 from the issuance of debt and $69,180 from draws upon our line of credit. This was offset by payments on debt of $44,201 and $59,180 on the line of credit.

Because revenues from our operations have, to date, been insufficient to fund our working capital needs, we currently rely on the cash we receive from our financing activities to fund our growth, capital expenditures and to support our working capital requirements. The sale of our products and services is expected to enhance our liquidity in 2023, although the amount of revenues we receive in 2023 still cannot be estimated.

Until such time as our products and services can support our working capital requirement, we expect to continue to generate revenues from our other licenses, subscriptions, international distributors, hardware sales, professional services and new customers in the pipeline. However, the amount of such revenues is unknown and is not expected to be sufficient to fund our working capital needs. For our internal budgeting purposes, we have assumed that such revenues will not be sufficient to fund all of our planned operating and other expenditures during 2023. In addition, our actual cash expenditures may exceed our planned expenditures, particularly if we invest in the development of improved versions of our existing products and technologies, and if we increase our marketing expenses. Accordingly, we anticipate that we will have to continue to raise additional capital in order to fund our operations in 2023. No assurance can be given that we will be able to obtain the additional funding we need to continue our operations.

27In order to continue funding our growth, IP and working capital needs and new product development costs, during the third quarter of 2023 we continued to draw down on our credit line to fund purchase orders. However, no assurance can be given that the investor will provide the funding, if and when requested by us.

In order to continue funding our growth, IP and working capital needs and new product development costs, during the first quarter of 2023 we continued to draw down on our credit line to fund purchase orders. However, no assurance can be given that the investor will provide the funding, if and when requested by us.

Going Concern

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has stockholders’ deficit of $3,~~708~~555,~~292~~427 and negative working capital of $3,~~614~~730,~~467~~701 as of ~~June~~September 30, 2023 and used cash in operations of $~~155~~295,~~814~~166 during the ~~current~~ current period then ended. A significant part of our negative working capital position at ~~June~~September 30, 2023 consisted of $1,~~420~~669,~~714~~402, of amounts due to various accredited investors of the Company for convertible promissory notes, loans and a letter of credit, net of discount. The Company anticipates further losses in the development of its business. Please see the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022 for more information regarding risks associated with our business.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Inflation

We do not believe our business and operations have been materially affected by inflation.

Critical Accounting Policies and Estimates

There are no material changes to the critical accounting policies and estimates described in the section entitled “Critical Accounting Policies and Estimates” under Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2022.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a “smaller reporting company”, we are not required to provide the information under this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e)) under the Exchange Act) that is designed to ensure that information required to be disclosed by the Company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Our management, including our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Exchange Act) as of the end of the period covered by this report. There are inherent limitations to the effectiveness of any system of disclosure controls and procedures. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Based on the evaluation as of ~~March~~September 3130, 2023, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

2829

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

These are not all of the risks associated with the Company and must be used in conjunction with those disclosed in the most recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2022.

ITEM 2~~.(a).~~ UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On ~~June~~July 205, 2023, anthe ~~investor~~Company ~~converted~~issued ~~a note into 577~~170,~~877~~000 shares of common stock ~~with~~worth a$22,780 ~~value~~to ofvarious ~~$5,779~~consultants for services rendered.

The issuance of the above shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits

3.1		Certificate of Designation on Issuance of Preferred D shares(1)
3.2		Offering Statement on Form 1-A, filed on August 7, 2023(2)
3.3		Offering Circular on Form 253(g)(1), filed on August 16, 2023(3)
3.4		Securities Purchase Agreement, filed on October 10, 2023(4)
3.5		Plan and Agreement of Merger, filed on September 8, 2023(5)
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation
101.DEF		Inline XBRL Taxonomy Extension Definition
101.LAB		Inline XBRL Taxonomy Extension Label
101.PRE		Inline XBRL Taxonomy Extension Presentation
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

⁽¹⁾		Included herewith.
⁽²⁾		Previously filed on August 7, 2023 as part of the Registrant’s Offering Statement on Form 1-A (File No. 024-12310) and incorporated herein by reference.
⁽³⁾		Previously filed on August 16, 2023 as part of the Registrant’s Offering Circular on Form 253(g)(1) (File No. 024-12310) and incorporated herein by reference.
⁽⁴⁾		Previously filed on the Registrant’s Current Report on Form 8-K filed with the SEC on October 10, 2023 and incorporated herein by reference.
⁽⁵⁾		Previously filed on the Registrant’s Current Report on Form 8-K filed with the SEC on September 8, 2023 and incorporated herein by reference.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	METALERT, INC.
Date: August 18, 2023	By:	/s/ ALEX MCKEAN
Date: November 21, 2023	By:	/s/ ALEX MCKEAN
		Alex McKean,
		Chief Financial Officer (Principal Financial Officer)
Date: August 18, 2023	By:	/s/ PATRICK BERTAGNA
Date: November 21, 2023	By:	/s/ PATRICK BERTAGNA
		Patrick Bertagna,
		Chief Executive Officer

3132

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