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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 ~~September~~March 3031, ~~2023~~2024

☐ 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)

(~~Address~~213) of489-3019 ~~principal~~(Registrant’s ~~executive~~telephone ~~offices)~~number, ~~(Zip~~including ~~Code~~area 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: 3233,~~120~~845,931 common shares issued and outstanding as of ~~November~~June 2126, ~~2023~~2024.

METALERT INC. AND SUBSIDIARIES

For the quarter ended ~~September~~March 3031, ~~2023~~2024

FORM 10-Q

		PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1.	Condensed Financial Statements	3
	Condensed Consolidated Balance Sheets at September 30, 2023 (unaudited) and December 31, 2022 (unaudited)	3
	Condensed Consolidated Balance Sheets at March 31, 2024 (unaudited) and December 31, 2023 (unaudited)	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited)	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2024 and 2023 (unaudited)	4
	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 Changes in Stockholders’ Deficit for the three months ended March 31, 2024 and 2023 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024 and 2023 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2221
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2925
Item 4.	Controls and Procedures	2925
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	3026
Item 1A.	Risk Factors	3026
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3026
Item 3.	Defaults Upon Senior Securities	3026
Item 4.	Mine Safety Disclosures	3026
Item 5.	Other Information	3026
Item 6.	Exhibits	3127
	Signatures	3228

PART I

ITEM 1. FINANCIAL STATEMENTS

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	~~106~~86,~~333~~095		$	868,~~534~~440
Accounts receivable, net		6225,~~137~~040			1317,~~959~~408
Inventory		~~256~~236,~~632~~639			70231,~~112~~818
Investment in marketable securities		649			~~683~~649
Other current assets		4,~~769~~282			84,~~045~~339
Total current assets		~~430~~352,~~520~~705			~~101~~322,~~333~~654
Intangible assets, net		279,465			3,308
Property and equipment, net		20,445			25,780
Property and equipment, net		34,115			59,121
Intangible assets, net		248,142			261,761
Total assets	$	~~744~~621,~~100~~292		$	~~163~~610,~~762~~195
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~205~~221,~~936~~109		$	~~137~~264,~~315~~671
Accrued expenses		~~277~~135,~~045~~074			~~388~~327,~~414~~338
Accrued expenses, related parties		~~755~~1,~~259~~019,720			~~497~~762,~~551~~365
Deferred revenues		67,~~450~~699			126,~~850~~505
Short-term debt – line of credit		9998,~~511~~064			81102,~~651~~040
Short-term debt - CARE loans		1114,~~694~~236			712,~~903~~972
Convertible promissory notes, net of discount		1,~~423~~473,~~696~~500			~~843~~1,~~000~~484,142
Convertible notes, related parties, net of discount		1,~~194~~226,~~635~~426			1,~~206~~219,~~738~~313
Notes payable		146,195			~~149~~146,~~120~~195
Notes payable – related parties		4046,~~800~~500			1046,~~000~~500
Total current liabilities		4,~~161~~388,~~221~~523			34,~~334~~372,~~542~~041
Long-term debt - CARE loan		~~138~~135,~~306~~764			~~142~~137,~~097~~028
Total liabilities		4,~~299~~524,~~527~~287			34,~~476~~509,~~639~~069
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 September 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 March 31, 2024 and December 31, 2023		14			14
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 B, $0.001 par value; 10,000 shares authorized, 3 and 3 issued and outstanding at March 31, 2024 and December 31, 2023, 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 series C, $0.001 par value; 1,000 shares authorized, 6 and 6 issued and outstanding at March 31, 2024 and December 31, 2023, respectively		-			-
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			-
Preferred stock series D, $0.001 par value; 100,000 shares authorized, 75,000 and 15,000 issued and outstanding at March 31, 2024 and December 31, 2023, respectively		8			2
Preferred stock value		28			-2
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
Common stock, $0.0001 par value; 2,071,000,000 shares authorized; 33,845,931 and 32,445,931 shares issued and outstanding at March 31, 2024 and December 31, 2023, respectively		3,385			3,245
Additional paid-in capital		2425,~~885~~091,~~133~~372			24,~~241~~844,~~862~~494
Accumulated deficit		(28,~~443~~997,~~763~~774	)		(2728,~~556~~746,~~471~~629	)
Total stockholders’ deficit		(3,~~555~~902,~~427~~995	)		(3,~~312~~898,~~877~~874	)
Total liabilities and stockholders’ deficit	$	~~744~~621,~~100~~292		$	~~163~~610,~~762~~195

See accompanying notes to condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2023			2022			2023			2022
	2024			2023
	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2023			2022			2023			2022
	2024			2023
Product sales	$	5824,~~940~~942		$	3654,~~352~~391		$	~~149,562~~		$	~~200,277~~
Service income		2623,~~801~~376			3118,302			~~57,710~~			~~100,293~~
Total revenues		85,741			67,653			207,272			300,570
Licensing income		-			-
Cost of products sold		84,458			23,333			151,239			147,267
Total revenues		48,318			72,693
Cost of other revenue		1,206			3,016			8,105			15,906
Cost of products sold		4,474			26,063
Total cost of goods sold		85,664			26,349			159,344			163,173
Cost of service revenue		655			4,305
Gross margin		77			41,305			47,928			137,397
Cost of licensing revenue		-			-
Operating expenses:
Total cost of goods sold		5,129			30,368
Wages and benefits		120,865			127,829			363,359			382,916
Gross margin		43,189			42,325
Professional fees		61,995			81,893			113,917			257,232
Operating expenses:
Sales and marketing expenses		5,372			3,494			5,352			19,092
Wages and benefits		82,883			123,645
General and administrative		65,232			68,269			178,690			156,670
Professional fees		56,282			31,524
Total operating expenses		253,464			281,485			661,318			815,911
Sales and marketing expenses		7,785			-
Income/(loss) from operations		(253,387	)		(240,180	)		(613,390	)		(678,514	)
General and administrative		72,246			65,869
Other income/(expenses):
Total operating expenses		219,196			221,038
Gain/(loss) on settlement of debt		-			-			44,217			-
Loss from operations		(176,007	)		(178,713	)
Gain/(loss) on marketable securities		-			(94	)		(34	)		(1,369	)
Other income (expenses):
Amortization of debt discount		(21,028	)		(16,526	)		(63,247	)		(29,089	)
Gain/loss on settlement of debt		-			-
Grant from Care loans		-			-			-			67,870
Gain/loss on marketable securities		-			(34	)
EDD Recovery due to COVID		-			-			-			34,191
Amortization of debt discount		(11,400	)		(21,054	)
Interest expense and financing costs		(155,146	)		(45,663	)		(254,836	)		(116,161	)
Grant from Care loans		-			-
Total other income/(expenses)		(176,174	)		(62,283	)		(273,901	)		(44,558	)
Interest expense and financing costs		(63,738	)		(49,345	)
Net income/(loss)		(429,561	)		(302,463	)		(887,291	)		(723,072	)
Total other income (expenses)		(75,138	)		(70,433	)
Net income/(loss) attributable to common shareholders	$	(429,561	)	$	(302,463	)	$	(887,291	)	$	(723,072	)
Net income (loss)	$	(251,145	)	$	(249,146	)
Weighted average number of common shares outstanding - basic and diluted		2533,~~838~~498,~~157~~678			521,~~066~~287,~~220~~618			~~23,348,693~~			~~4,161,828~~
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	$	(0.01	)	$	(0.01	)

See accompanying notes to condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three Months Ended ~~September~~March 3031, ~~2023~~2024 and ~~September~~March 3031, ~~2022~~2023 (Unaudited)

For the Three Months Ended ~~September~~March 3031, 2023 (Unaudited)

	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
	Series A Preferred				Series B Preferred				Series C Preferred				Series D Preferred				Common Shares				Additional
	Shares				Shares				Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance June 30, 2023		13,846	$	14		3	$	-		6	$	-		-	$	-		23,411,342	$	2,341	$	24,303,554	$	(28,014,201	)	$	(3,708,292	)
Balance December 31, 2023		13,846	$	14		3	$	-		6	$	-	-	15,000		2		32,445,931	$	3,245	$	24,844,494	$	(28,746,629	)	$	(3,898,874	)
Issuance of common stock for services		-		-		-		-		-		-	-	-		-		~~170~~1,400,000		17140		2246,~~763~~884		-			2247,~~780~~024
Issuance of common stock for the conversion of notes		-		-		-		-		-		-		-		-		1,189,589		119		11,777		-			11,896
Issuance of preferred stock for financings		-		-		-		-		-		-	-	60,000		6		-		-		199,994		-			200,000
Issuance of common stock for acquisition		-		-		-		-		-		-		-		-		7,100,000		710		347,190		-			347,900
Net income (loss)		-		-		-		-		-		-	-	-		-		-		-		-		(251,145	)		(251,145	)
Issuance of preferred stock for financing		-		-		-		-		-		-		15,000		2		-		-		99,998		-			100,000
Balance March 31, 2024		13,846	$	14		2	$	-		6	$	-	-	75,000		8		33,845,931	$	3,385	$	25,091,372	$	(28,997,774	)	$	(3,902,995	)
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 ~~September~~March 3031, 2022 (Unaudited)

	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 June 30, 2022		15,385		$	15			3	$	-		6	$	-		3,801,655	$	380	$	23,419,068	$	(26,473,993	)	$	(3,054,530	)
Balance December 31, 2022		13,846		$	14			2	$	-		19	$	-		-		-		17,179,794	$	1,718		$	24,241,862		$	(27,556,471	)	$	(3,312,877	)
Issuance of common stock for services		-			-			-		-		-		-		342,693		34		57,075		-			57,109
Beginning balance		13,846		$	14			2	$	-		19	$	-		-		-		17,179,794	$	1,718		$	24,241,862		$	(27,556,471	)	$	(3,312,877	)
Issuance of common stock for the conversion of notes		-			-			-		-		-		-		~~11,406,200~~-		~~1,141~~-		~~112~~5,~~921~~653,671		-565			~~114~~55,~~062~~971			-			56,536
Issuance of common stock for financings		-			-			-		-		-		-		15,385		2		30,491		-			30,492
Net income (loss)		-			-			-		-		-		-		-		-		-		-			-			(249,146	)		(249,146	)
Issuance of common stock for the conversion of warrants		-			-			-		-		-		-		-		-		985		-			985
Balance March 31, 2023		13,846		$	14			2	$	-		19	$	-		-		-		22,833,465	$	2,283		$	24,297,833		$	(27,805,617	)	$	(3,505,487	)
Return of preferred A to treasury		(1,539	)		(1	)		-		-		-		-		-		-		1		-			-
Ending balance		13,846		$	14			2	$	-		19	$	-		-		-		22,833,465	$	2,283		$	24,297,833		$	(27,805,617	)	$	(3,505,487	)
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	)

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

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

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

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

	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
	Series A Preferred				Series B Preferred				Series C Preferred				Series D Preferred				Common Shares				Additional
	Shares				Shares				Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance December 31, 2022		13,846	$	14		3	$	-		6	$	-		-	$	-		17,179,794	$	1,718	$	24,241,862	$	(27,556,471	)	$	(3,312,877	)
Issuance of common stock for services		-		-		-		-		-		-		-		-		170,000		17		22,763		-			22,780
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 Nine Months Ended 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		15,385		$	15			3	$	-		6	$	-		3,453,885	$	345	$	23,173,403	$	(26,053,384	)	$	(2,879,621	)
Balance		15,385		$	15			3	$	-		6	$	-		3,453,885	$	345	$	23,173,403	$	(26,053,384	)	$	(2,879,621	)
Issuance of common stock for services		-			-			-		-		-		-		459,692		46		129,240		-			129,286
Issuance of common stock for financings		-			-			-		-		-		-		92,309		9		179,991		-			180,000
Issuance of common stock for the conversion of notes		-			-			-		-		-		-		11,406,200		1,141		112,921		-			114,062
Issuance of common stock for the conversion of warrants		-			-			-		-		-		-		153,847		15		24,985		-			25,000
Return of preferred A to treasury		(1,539	)		(1	)		-		-		-		-		-		-		1		-			-
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
	2024			2023
	Nine Months Ended September 30,
	Three Months Ended March 31,
	2023			2022
	2024			2023
Cash flows from operating activities
Net income / (loss)	$	(~~887~~251,~~291~~145	)	$	(~~723~~249,~~072~~146	)
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
Depreciation and amortization		2521,~~005~~954			258,~~005~~335
Change in fair value of marketable securities		34-			~~1,369~~34
Stock based compensation		2247,~~780~~024			~~129,286~~-
Grant from CARE loans		-			~~(67,870~~-	)
Amortization of debt discount		6311,~~247~~401			2921,~~089~~054
Gain on the settlement of debt and accrued interest		27,537			-
Loss on the settlement of debt and accrued interest		-			-
Gain on extinguishment of debt		16,680			-
Bonus shares issued		-			-
Fair value of warrants issued for debt		99,850			-
Payment proceeds against loan		-			-
Changes in operating assets and liabilities:
Accounts receivable		(487,~~177~~632	)		(914,~~592~~460	)
Inventory		42(4,~~815~~821	)		~~7,261~~603
Other current and non-current assets		~~3,275~~57			373,~~189~~275
Accounts payable and accrued expenses		~~194~~(235,~~450~~826	)		(3316,~~563~~709	)
Accrued expenses - related parties		~~171~~257,~~456~~355			82104,~~698~~687
Accrued interest and financing costs		~~(50,877~~-	)		~~116~~61,~~641~~201
Deferred revenues		(61,~~400~~194	)		(213,~~275~~175	)
Due to/from Officers		~~30,450~~-			-35,000
Net cash used in operating activities		(~~295~~160,~~166~~439	)		(~~426~~49,~~835~~301	)
Cash flows from investing activities
PP&E purchases		-(3,000	)		-
Intangible asset purchases		42,408			(3,308	)
Proceeds from the sale of marketable securities		-			-
Net cash used in investing activities		42(3,~~408~~000	)		~~(3,308~~-	)
Cash flows from financing activities
Proceeds from line of credit		~~46,881~~-			697,~~180~~000
Proceeds from Reg A		-			180,000
Proceeds from issuance of preferred stock		200,000			-
Borrowings on debt		-			145,000
Proceeds from the exercise of warrants		-			-
Proceeds from the exercise of warrants		-			25,000
Proceeds from the issuance of debt		-			65,000
Proceeds from the issuance of debt		275,000			-
Payments on notes		(14,930	)		-
Proceeds from the sale of preferred stock		100,000			-
Payments on debt		(3,976	)		(26,563	)
Payments on line of credit		(29,021	)		(59,180	)
Net cash provided by financing activities		181,094			45,437
Payments on debt		(42,304	)		(44,201	)
Net change in cash and cash equivalents		17,655			(3,864	)
Net cash provided by financing activities		350,556			315,799
Cash and cash equivalents, beginning of period		68,440			8,535
Net change in cash and cash equivalents		97,798			(114,345	)
Cash and cash equivalents, end of period	$	86,095		$	4,671
Cash and cash equivalents, beginning of period		8,535			138,342
Cash and cash equivalents, end of period	$	106,333		$	23,998
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	$	~~74,211~~-		$	~~114~~56,~~062~~536
Debt discount on convertible notes	$	~~17,150~~-		$	-7,150
Issuance of common stock for services	$	22,780		$	-
Conversion of preferred stock to common stock	$	-		$	-

See accompanying notes to condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024 AND ~~2022~~2023

(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~~Level ~~LOCiMOBILE,~~2 Security Products, Inc.

Global Trek Xploration, Inc. ~~focuses~~is ona ~~the~~wearable ~~design~~technology company which designs, ~~manufacturing~~manufactures, sells, and ~~sales~~distributes ~~distribution~~tracking ofand ~~its~~remote patient monitoring solutions for humans. Utilizing patent protected proprietary 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~~URL’s and a library of software source code, all of which is ~~also~~ managed by Global Trek.

~~LOCiMOBILE,~~Level 2 Security Products, Inc., is in the ~~Companies~~high ~~digital~~value ~~platform~~non-human ~~which~~asset ~~has~~monitoring ~~been~~and atrecovery ~~the~~business ~~forefront~~for ofitems ~~Smartphone~~such ~~application~~as ~~(“App”)~~firearms, ~~development since~~vehicles, ~~2008.~~bikes, ~~With a suite of mobile applications that turn the iPhone~~boats, ~~iPad~~ATVs, ~~Android~~ and ~~other GPS enabled handsets into~~ a ~~tracking~~host ~~device~~of ~~which can~~other bevaluable ~~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~~assets ~~operating~~which ~~systems~~require ~~and~~oversight ~~continues~~monitoring ~~to launch consumer~~ and ~~enterprise~~theft ~~apps~~recovery.

LOCiMOBILE, Inc’s, digital assets are now under the management of the parent company MetAlert and remain there, post dissolution, of the corporate entity (LOCiMobile, Inc.). The Company’s digital platform which has been at the forefront of Smartphone application (“App”) development since 2008 designs mobile applications that turn the iPhone, iPad, Android and other GPS enabled handsets into a tracking device which can then be tracked from any mobile device or through our proprietary tracking portal or on any connected device with internet access.

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 ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 are not necessarily indicative of the results ~~that~~ that may be expected for the year ending December 31, ~~2023~~2024. The accompanying unaudited consolidated financial statements should be read in in conjunction with our audited consolidated financial statements for the year ended December 31, ~~2022~~2023, 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~~ assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a stockholders’ deficit of $3,~~555~~902,~~427 and~~995 and negative working capital of $34,~~730~~035,~~701 as~~818 as of ~~September~~March 3031, ~~2023~~2024 and used cash in operations during the period then ended. The Company anticipates further losses in the ~~development~~ 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.7

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, 2023. 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~~We ~~Company~~derive ~~does~~our ~~not~~revenues ~~have~~primarily ~~any~~from ~~significant~~hardware ~~contracts~~sales, ~~with~~subscription ~~customers~~services ~~requiring~~fees, ~~performance~~IP ~~beyond~~licensing ~~delivery~~and professional services fees. Hardware includes our SmartSole, GunTracker, Military and ~~contracts~~other ~~with~~Stand-Alone ~~customers~~Devices. ~~contain~~Subscription services revenues consist of fees from customers noaccessing ~~incentives~~our Geo-Location cloud-based platform through subscription or ~~discounts~~license fee, that ~~could~~are ~~cause~~billed ~~revenue~~monthly, toquarterly, besemi-annual or ~~allocated~~annually. orPredominately ~~adjusted~~most ~~over~~of ~~time.~~our ~~Shipping~~subscriptions ~~and~~at ~~handling~~this ~~activities~~time are ~~performed before~~billed ~~the~~monthly ~~customer~~and ~~obtains~~recognized ~~control~~at the time of ~~the~~billing. ~~goods~~Professional services and ~~therefore~~other ~~represent~~revenues aconsist ~~fulfillment~~primarily ~~activity~~of ~~rather~~fees ~~than~~from aimplementation ~~promised~~services, ~~service~~configuration, todata ~~the customer.~~services, ~~Revenue~~training and ~~costs~~managed services ofrelated ~~sales~~to our solutions, which are also recognized ~~when~~at ~~control~~the time of billing once the ~~products~~service ~~transfers~~has been performed/delivered IP licensing is related to ~~our~~any ~~customer,~~agreement ~~which~~with ~~generally~~3rd ~~occurs~~parties ~~upon shipment~~to ~~from~~license our ~~facilities.~~IP ~~The~~portfolio ~~Company’s~~and ~~performance~~that ~~obligations~~revenue ~~are~~is ~~satisfied~~recognized atas ~~that~~per ~~time~~the term of the specific licensing agreements.

~~All~~The Company’s initial point of contact with its retail customers is thru its e-commerce site whereby any contract with the ~~Company’s~~customer is ~~products~~entered ~~are~~into ~~offered~~and ~~for~~dealt ~~sale~~with asthru ~~finished~~the ~~goods~~online ~~only,~~ordering process and ~~there~~does ~~are~~not norequire performance ~~obligations~~beyond ~~required~~delivery. ~~post-shipment~~Shipping and handling ~~for~~activities ~~customers~~are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to ~~derive~~the customer. Revenue and costs of sales are recognized when control of the ~~expected~~products ~~value~~transfers to our customer, which generally occurs upon shipment from ~~them~~our facilities. The Company’s performance obligations are satisfied at that time.

The Company’s ~~does~~recognizes ~~not~~revenues ~~allow~~with ~~for~~its ~~returns~~wholesale customers, ~~except~~as ~~for~~with ~~damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this~~retail, ~~the~~upon ~~stand-alone nature of our products~~shipment, and ~~our~~recurring ~~assessment~~subscription ofrevenue ~~performance obligations~~is ~~and~~recognized ~~transaction~~at ~~pricing~~the ~~for~~time ~~our~~of ~~sales~~billing ~~contracts,~~which weis dodone ~~not~~30 ~~currently~~days ~~maintain~~in athe ~~contract~~arrears ~~asset~~from ordelivery ~~liability~~of ~~balance for obligations~~service. We ~~assess~~Rendering ~~our contracts and~~ the ~~reasonableness~~service ofobligation ~~our conclusions on a quarterly basis.~~fulfilled

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.8

Product sales

At the inception of each ~~contract~~customer sale, either online or through a purchase order, 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 the 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~~Other ~~majority~~revenue ofcan include various items, such as our professional services arrangements that 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. Additionally, we have had non-compete revenue from the sale of assets, engineering, and design work, all of which are recognized over the term of the agreed contracts.

9Royalty revenue from a non-compete agreement expired in June of 2023.

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~~licensing 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)~~licensing relate are completed., ~~During~~under the ~~periods~~terms ~~ended September 30, 2023 and September 30, 2022,~~of the ~~Company~~specific ~~did not recognize any~~ licensing ~~revenue~~agreement.

During the period ended March 31, 2024, the Company did not recognize any revenue on settlements.

Disaggregation of Net Sales

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

SCHEDULE OF DISAGGREGATION OF NET SALES

	September 30, 2023		September 30, 2022
	March 31, 2024		March 31, 2023
Product sales	$	~~149~~24,~~562~~942	$	~~200~~54,~~277~~391
Service income		5723,~~710~~376		~~100~~18,~~293~~302
IP and consulting income		-		-
Total	$	~~207~~48,~~272~~318	$	~~300~~72,~~570~~693

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

	September 30, 2023		September 30, 2022
	March 31, 2024		March 31, 2023
B2B	$	~~138~~32,~~805~~809	$	~~195~~57,~~386~~680
B2C		6825,~~467~~509		~~105~~15,~~184~~013
Military		-		-
IP		-		-
Total	$	~~207~~48,~~272~~318	$	~~300~~72,~~570~~693

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 $1211,~~431~~599 as of ~~September~~March 3031, ~~2023~~2024 and $1211,~~431~~599 as of December 31, ~~2022~~2023. 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 ~~September~~March 3031, ~~2023 and~~2024 ~~2022~~and 2023, 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.

Principles of Consolidation

The accompanying condensed consolidated financial statements at ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 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
	March 31, 2024			December 31, 2023
Global Trek Xploration		100.00	%		100.00	%
Level 2 Security Products, Inc. (see Footnote 5)		100.00	%		0100.00	%

All Intercompany transactions have been eliminated upon consolidation.

Concentrations

We ~~currently~~can rely on one ~~manufacturer~~or two manufacturers to supply us with our GPS SmartSole, in Germany and the U.S. Currently, for the Gun Tracker we have one ~~manufacturer~~supplier in China, but in order to ~~supply~~have usredundances ~~with~~we ~~the~~are ~~GPS~~looking ~~device~~for ~~included~~ sources in the ~~GPS~~US ~~SmartSole~~and Mexico for manufacturing. ~~The~~However, the loss of ~~either~~any of these manufacturers could severely impede our ability to manufacture the GPS SmartSole and Gun Tracker, and thus as we increase production we are looking to augment and grow our vendors and supply chains accordingly.

As of ~~September~~March 3031, ~~2023~~2024, the Company had four customers representing approximately 269%, 198%, 195% and 1455% of sales, ~~respectively,~~ and four customers representing approximately 39%, 2210%, 1910% and 69% of total accounts receivable, respectively. AsThe ~~of September 30, 2022, the~~ Company had ~~five~~four customers representing approximately 28 29%, 2316%, 16%, 6% and 6% 15 of sales, ~~respectively (34% in receivables represents sales made through our online stores~~ and ~~consists~~four ~~of approximately 2,000 different~~ customers), ~~and five customers~~ representing approximately 2545%, 1814%, 1811%, ~~12%~~ and 87% of total accounts receivable, respectively, for ~~(excluding~~the ~~related~~period ~~party~~ended ~~payables)~~March 31, 2023.

Stock-based Compensation

The Company accounts for share-based awards to employees and ~~nonemployee~~nonemployees directors and consultants in accordance with the provisions of ~~ASC~~ ASC 718, Compensation—Stock Compensation., and under the recently issued guidance following FASB’s pronouncement, ~~ASU~~ 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 ~~September~~March 3031, ~~2023~~2024 and December 31, ~~2022~~2023 the fair ~~value~~ value of our investment in marketable securities was $649 and $~~683~~649, 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 September 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.

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
	2024		2023
	September 30,
	March 31,
	2023		2022
	2024		2023
Warrants		~~846~~628,~~154~~205		603,846
Preferred B shares		418,~~000~~462		2417,~~616~~046
Preferred C shares		156,~~000~~154		10,~~264~~390
Preferred D shares		17,500,000		-
Conversion shares upon conversion of notes		~~103~~114,~~624~~372,~~469~~483		~~174~~83,~~250~~935,~~425~~166
Total		~~105~~122,~~989~~525,~~623~~304		~~174~~84,~~889~~566,~~151~~448

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 iswill be 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 ~~September~~March 3031, ~~2023~~2024. As such, the Company recorded no change in market value during the ~~nine~~three months ended ~~September 30~~March 31, ~~2023~~2024, 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~~reversed 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 ~~September~~March 3031, ~~2023~~2024, as such, ~~the~~there ~~Company~~was ~~recorded~~no 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 ~~September~~March 3031, ~~2023~~2024.

4. INVENTORY

Inventories consist of the following:

SCHEDULE OF INVENTORY

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
Raw materials	$	4314,~~352~~094	$	5124,~~531~~936
Finished goods		~~213~~222,~~280~~545		18206,~~581~~882
Total Inventories	$	~~256~~236,~~632~~639	$	70231,~~112~~818

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

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:

SCHEDULE OF PROFORMA CONSOLIDATED OPERATIONS

	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

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
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		(496,589	)		(488,254	)
Less: accumulated depreciation		(479,919	)		(454,913	)
Total property and equipment, net	$	20,445		$	25,780
Total property and equipment, net	$	34,115		$	59,121

Depreciation expense for the period ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023 was $258,~~005~~335 and $8,335, respectively, and is included in general and administrative expenses.

76. INTANGIBLE ASSETS

Intangible assets, net, consists of the following:

SCHEDULE OF INTANGIBLE ASSETS

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
Trademarks	$	83,308		$	3,308
Tooling and molds		25,300			-25,300
Website development		9,400			-9,400
Software development		~~236~~191,457			-191,457
Less: accumulated amortization		-			-
Acquired patents and trademarks		50,000			50,000
Total intangible assets, net	$	279,465		$	3,308
Less: accumulated amortization		(31,323	)		(17,704	)
Total intangible assets, net	$	248,142		$	261,761

Amortization expense for the period ended ~~September~~March 3031, ~~2023~~2024, and ~~2022~~2023 was $013,619 and $0, respectively, and is included in general and administrative expenses.

8As part of the Level 2 Securities LLC acquisition, the Company determined the value of the IP (various tooling, product and software development, trademarks, and patents costs) at this early stage, pre-revenue, by taking the accumulated selected costs, summing them by category, and calculating each categories percent of the total, to come up with a list of capitalizable assets that had value as part of the merger. ~~NOTES~~These &accumulated ~~LOANS~~capitalized ~~PAYABLE~~costs were then applied an obsolescence factor to discount those values, allowing for an arm’s length, non-bargain purchase price. This allocation of the IP was done using the cost approach as the economic benefit to MetAlert are the avoided costs spent to date, and thus would not have to spend those development costs going forward ourselves.

This method is especially relevant when there are no reliable forecasts for the business at date of acquisition or said forecasts would involve a lot of speculation. We then determined that a 5-year amortization period for these assets would be considered reasonable.

7. NOTES & LOANS PAYABLE

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

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
(a) Term loans	$	146,195	$	149,120
(a) Term loan	$	146,195	$	146,195
(b) Revolving line of credit		997,~~511~~000		7,~~903~~000
(c) CARE loans		11,694		81,651
(b) Revolving line of credit		91,064		95,040
Total	$	~~257~~244,~~400~~259	$	~~238~~248,~~674~~235

(a) Term loans

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 $50145,000 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 isthe ~~currently~~interest ~~past~~adjusted ~~due.~~to ~~The~~10% ~~balance~~in ~~outstanding on~~ the ~~note~~case as of ~~September~~a ~~30,~~default. ~~2023~~One ~~was~~loan ~~$34,176,~~for ~~which included~~ $725,~~981~~000 ~~in interest,~~was ~~$4,500~~paid in ~~cash~~full ~~payments~~on toApril ~~principal~~14, ~~and~~2022, ~~reductions~~leaving of $19120,~~305~~000 ~~due~~outstanding toas ~~sublet~~of ~~fees~~March ~~for~~31, ~~office space and principal payments~~2024.

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 $~~120~~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 is currently past due. The principal balance outstanding on the ~~interest~~note ~~adjusted~~as toof ~~10%~~March 31, 2024, was $35,488, which included $9,293 in interest, $4,500 in ~~the~~cash ~~case~~payments to principal and reductions of a$19,305 ~~default~~due to sublet fees for office space and principal payments.

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 March 31, 2024 and December 31, 2023 was $91,064 and $90,040, respectively, with $0 having been borrowed and $3,975 paid back in the March 31, 2024 period.

(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 ~~September~~December 3031, ~~2023~~2021. There were no changes to the line of credit for the period ending March 31, 2024.

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~~March 31, ~~2022~~2024 and ~~September~~December 3031, 2023 was $9991,~~511~~065 and $8195,~~651~~040, respectively, with $~~46,881~~0 having been borrowed and $293,~~021~~975 paid back in the ~~September 30,~~March ~~2023~~31, 2024 period.

148. CONVERTIBLE PROMISSORY NOTES

~~(c)~~As ~~CARE~~of ~~Loans~~March 31, 2024 and December 31, 2023, the Company had a total of $1,473,500 and $1,454,142, respectively, of outstanding convertible notes payable, which consisted of the following:

As of December 31, 2021, the Company has assumed, due to lack of correspondence, until otherwise received, that twenty-eight months of its EIDL loan (see Note 8(b)), or $11,694 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.

9. CONVERTIBLE PROMISSORY NOTES

As of September 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:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	September 30, 2023			December 31, 2022
	March 31, 2024			December 31, 2023
Convertible Notes – with fixed conversion, past due	$	415,500		$	~~678~~415,~~000~~500
Convertible Notes – with fixed conversion	$	732,500		$	~~165~~732,~~000~~500
Convertible Notes – with fixed conversion and OID		9260,~~846~~000			-74,930
Notes issued in relation to acquisition – with fixed conversion		200,000			-
Convertible Note – with variable conversion		68,000			68,000
Less: Debt discount		(17,150	)		-
Notes issued in relation to acquisition – with fixed conversion		200,000			200,000
Total convertible notes, net of debt discount	$	1,423,696		$	843,000
Less: Debt discount		(2,500	)		(6,788	)
Total convertible notes, net of debt discount	$	1,473,500		$	1,484,142

	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.

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 12% 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 ending December 31, 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 $66,886 of payments having paid as of September 30, 2023. This same lender entered into another unsecured note for $68,000 with a 35% discount to market rate, if the note was note paid back by September 30, 2024.

		During the twelve months ended December 31, 2023, an additional $35,000 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.

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. ~~CARE~~04 ~~Loans~~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 twelve months ended December 31, 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 twelve months ended December 31, 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 December 31, 2023, and December 31, 2022, $415,500 and $678,000 of these convertible notes are currently past due, with no associated penalties.

9. CARE Loans

SCHEDULE OF LOANS PAYABLE

	September 30, 2023		December 31, 2022
	March 31, 2024		December 31, 2023
a) PPP loan – short term	$	-	$	-
a) EIDL loan – short term	$	14,236	$	12,972
b) EIDL loan – short term		11,694		7,903
a) EIDL loan – long term		135,764		137,028
b) EIDL loan – long term		138,306		142,097
Total CARE loans	$	150,000	$	150,000

(a) ~~Paycheck~~Economic ~~Protection~~Injury ~~Program~~Disaster 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 ~~September~~March 3031, ~~2023~~2024, the Company calculated that 2834 months of the 360 periods on the 30-year loans should be considered short-term, ~~and~~ and as such moved $1114,~~694~~236 to short-term liabilities, and has accrued interest on the loan of $2023,~~095~~369 as of ~~September~~March 3031, ~~2023~~2024, or until the Company has received more definitive correspondence related to any potential forgiveness.

1110. RELATED PARTY TRANSACTIONS

Convertible Notes Due to Related Parties

During the period ended ~~December~~March 31, ~~2021~~2024, ~~the~~there 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, 2023, the related parties converted $40,000 of debt, plus interest, for 4,269,600 shares of common stock. Additionally, the Company’s executives transferred $35,000 of their outstanding employee notes for cash to a third party. Lastly, one executive applied various payments to a note 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, 2023, as $1,219,313, net of debt discounts.

~~During~~Accrued ~~the~~wages ~~period~~and ~~ended~~costs ~~December~~- ~~31,~~In ~~2022,~~order ~~the~~to ~~Company~~preserve ~~relieved~~cash ~~the~~for ~~outstanding~~other ~~payables~~working ~~due~~capital toneeds, ~~related~~various ~~parties by $706~~officers,~~248~~ ~~and~~members ~~converted those amounts into additional notes with an aggregate amount~~ of ~~$706~~management,~~248.~~ Asemployees ~~the~~and ~~conversion price embedded in the note agreements was below~~directors ~~the~~agreed ~~trading~~to ~~price~~defer portions of ~~the~~their ~~common~~wages ~~stock~~and onsometimes ~~the~~various ~~dates~~ out-of ~~issuance,~~pocket aexpenses ~~beneficial~~since ~~conversion feature (BCF) was recognized at the date of issuance~~2011. ~~The~~ ~~Company~~As ~~recognized a debt discount at the date~~ of ~~issuance~~March in31, ~~the~~2024, ~~aggregate~~and ~~amount~~December ~~of $167~~31,~~339~~ 2023, ~~related to~~ the ~~intrinsic~~Company ~~value~~owed ~~of beneficial conversion feature. The related parties converted~~ $~~108~~195,~~602 of debt for 4~~791,~~269,600~~ ~~shares of common stock. Additionally~~respectively, ~~the Company’s~~for ~~executives~~such ~~transferred~~deferred ~~$100,000~~wages ofand ~~their~~other ~~outstanding~~expenses ~~employee~~owed ~~notes~~ for ~~cash~~other toservices ~~a third party,~~ which ~~lowered~~are ~~the related~~included ~~party~~in ~~notes and increased~~ the ~~convertible~~accrued ~~note~~expenses ~~balance~~– byrelated ~~$100,000.~~parties ~~The transferred notes had no change in terms, thus resulting in no gain or loss~~ on the ~~extinguishment~~accompanying ~~related~~balance tosheet. ~~the~~There ~~transfer~~were ofno ~~debt,~~new ~~making the outstanding balance on the~~ related party ~~notes~~transactions ~~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~~quarter ~~party~~ended ~~notes~~March ~~on September 30~~31, ~~2023 of $1,194,635, net of debt discounts~~2024.

~~Accrued~~Officer 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.Loans

17On November 18, 2022, an officer loaned the Company $10,000 at a 10% interest rate on a short-term basis.

During the period ended December 31, 2023, the same office loaned another $3,500, was paid $2,000 in principal and $850 in interest, leaving a balance of $11,500 in principal on December 31, 2023.

A second officer loaned the Company $35,000, both at the 10% interest rate, with a total of $2,000 in principal and $850 in interest being paid back during this period.

For the period ending March 31, 2024, the outstanding balance on officer loans was $46,500.

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 March 31, 2024 and December 31, 2023, 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 ~~September~~March 3031, ~~2023~~2024.

AsAt of December 31, 2020 itis was determined that the Preferred A shareholders having the majority vote, can agree to increase the number of ~~authorized~~ 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 to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as -if-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 3 as of December 31, ~~2022~~2023 and as of the period ending ~~September~~March 3031, ~~2023~~2024.

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 -if-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 6 as of December 31, ~~2022~~2023 and as of the period ending ~~September~~March 3031, ~~2023~~2024.

Preferred Stock – Series D

During the period ended ~~September~~December 3031, 2023, the Company authorized 100,000 shares of preferred stock to be designated available for Series D preferred shares that have a convertible value into 100 shares of the Company’s common stock. ~~Holders~~The ~~shall~~holder(s) ~~not~~of bethe ~~entitled~~shares toof ~~receive~~Series ~~dividends~~D onPreferred ~~shares~~Stock ofshall have no other rights, privileges or preferences with respect to the Series D Preferred Stock.

During the period ended ~~September~~December 3031, 2023, the Company issued 15,000 Series D preferred shares and to an accredited investor for their ~~financings for an aggregate value of~~ $100,000 investment in the financing. The Series D preferred shares shall have a fixed conversion price equal to 100 ~~shares~~share’s 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.

During the period ended March 31, 2024, the Company issued 60,000 Series D preferred shares and to an accredited investor for their $200,000 investment in the financing. The Series D preferred shares shall have a fixed conversion price equal to 100 share’s 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 Company considered the accounting effects of the existence of the conversion feature of the Series D Preferred Stock at the date of issuance. As of the period ended March 31, 2024, there is an 8 balance in the preferred D.

Common Stock

During the period ending ~~September~~March 3031, ~~2023~~2024, the Company issued 71,~~421~~400,~~137~~000 shares of its common stock, ~~with a value of $74,211~~ to ~~various~~consultants ~~noteholders and employees~~ for ~~conversions~~services ofvalued ~~their~~at ~~notes within the terms~~$47, ~~resulting in no gain or loss on the transaction~~024.

During the period ending ~~September~~March 3031, 2023, the Company issued ~~170~~5,~~000~~653,671 shares of its common stock to various ~~firms~~noteholders ~~for~~and ~~services~~employees ~~rendered,~~for ~~with~~conversions ~~a fair value~~ of ~~$22,780~~their ~~based~~notes onwithin the ~~quoted~~terms, ~~market~~resulting ~~price~~in ofno ~~the~~gain ~~shares~~or atloss ~~time~~on ofthe ~~issuance~~transaction.

During the period ending September 30, 2023, the Company issued 7,100,000 shares of its common stock to acquire Level 2 Securities, LLC, with a fair value of $347,900 based on the quoted market price of the shares at time of issuance 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-6575 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
Outstanding and exercisable at December 31, 2023		0.05 – 2.60		846,154
Warrants exercised		-		-
Warrants granted		~~.05~~-~~.15~~		~~400,000~~-
Warrants expired		02.~~975~~6		(~~157~~217,~~692~~949	)
Outstanding and exercisable at September 30, 2023		0.05- 2.60		846,154
Outstanding and exercisable at March 31, 2024		0.05 - 2.60		628,205

Stock Warrants as of September 30, 2023
Stock Warrants as of March 31, 2024
Exercise		Warrants		Remaining		Warrants
Price		Outstanding		Life (Years)		Exercisable
$	0.05		300,000		0.6515		300,000
$	0.15		100,000		21.3786		100,000
$	0.161625		100,000		10.1564		100,000
$	2.60		~~346~~128,~~154~~205		0.5101		~~346~~128,~~154~~205

During the period ended ~~September~~March 3031, ~~2023~~2024, the Company ~~issued~~had ~~400,000~~no ~~warrants to investors as part of the terms on their convertible notes, and 157,692 of~~ warrant ~~expired, leaving a balance at September 30, 2023 of 846,154~~activity.

OfThe ~~the~~outstanding ~~400,000~~and ofexercisable warrants ~~issued~~at ~~during~~March ~~the period ended September 30~~31, ~~2023,~~2024 ithad ~~was~~an ~~determined~~intrinsic ~~thru the Black-Scholes-Merton model that the total fair~~ value of ~~the~~approximately ~~warrants issued at grant date were determined to have a fair value of~~ $2520,~~552 and were expensed as financing costs~~103.

~~The outstanding and exercisable warrants at September 30, 2023 had an intrinsic value of approximately $75,308.~~19

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 ~~September~~March 3031, ~~2023~~2024.

No options were granted during the period ending ~~September~~March 3031, ~~2023~~2024.

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 ~~September~~March 3031, ~~2023~~2024 or ~~2022~~2023.

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 ~~September~~March 3031, ~~2023~~2024, 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 ~~October~~June 6, ~~2023~~2024, the Company ~~issued~~entered ~~common stock~~into ofa ~~250,000~~convertible ~~shares~~note agreement with a ~~fair~~third ~~value~~party, ofwhereby two previous notes totaling $1760,~~500~~000, towhere paid off and consolidated into a ~~consultant~~new ~~for~~$108,000 ~~services~~note with a 20% OID and a $0.03 conversion rate.

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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 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 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.

Level 2 Security will focus on the sales and distribution of non-human assets, such as firearms, vehicles, bikes, boats, ATV’s, and a host of other valuable mobile assets which require oversight monitoring and theft 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 recently acquired 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, monetizing its patent portfolio, and providing backend infrastructure logistic and subscription management services.

Overview

~~During~~Headquartered ~~the~~in ~~third~~Los ~~quarter~~Angeles, ofMLRT ~~2023,~~has wedeveloped ~~made~~a ~~some~~suite ~~significant~~of ~~advancements~~products onand ~~several~~solutions, ~~fronts.~~powered ~~Our~~by ~~SmartSole~~a ~~plus~~proprietary ~~was~~real ~~put~~time ~~through~~tracking ~~rigorous~~technology platform, ~~testing~~allowing atremote ~~Intertek labs~~monitoring, ~~which~~location-based ~~concluded~~tracking, ~~that~~and ~~the~~health ~~product~~data iscollection ~~fully~~of ~~compliant~~humans, ~~making them FCC~~ and ~~IEC~~theft ~~certified.~~recovery ~~This~~for ~~enabled~~high usvalue toassets. ~~release~~Many ~~some~~of ~~back~~the ~~orders~~products ~~from~~have ~~larger~~a ~~enterprise~~wide ~~customers~~range inof ~~Europe~~applications, ~~that~~focusing ~~required~~on ~~the~~addressing ~~final~~two ~~certification~~pressing ~~documentation.~~global Weproblems: ~~also~~remote ~~saw~~patient monitoring ~~some~~for ~~improvements~~people inwith ~~our~~cognitive ~~production~~decline ~~capacity,~~ and ~~were~~gun ~~able~~safety. toMany ~~stream~~of ~~line~~the ~~some~~products ~~manufacturing~~have ~~processes,~~a ~~thereby~~wide ~~increasing~~range ~~our~~of ~~production quantities~~applications, ~~and~~focusing ~~enhancing~~on ~~our~~addressing ~~low~~two ~~inventory~~pressing ~~position.~~global Weproblems: ~~were~~remote patient ~~also~~monitoring ~~able~~for topeople ~~leverage~~with ~~our~~cognitive ~~OEM~~decline, ~~manufacturing~~and ingun ~~Germany~~safety and ~~started~~recovery ~~increase inventory~~of tofirearms ~~fill orders in Europe~~ and toother ~~have~~high ~~some~~value ~~inventory~~assets. ~~sent~~Approximately 3% toof the ~~US.~~world’s ~~Overall,~~population wehas ~~still have~~ some ~~supply~~sort ~~chain issues, but this was the first quarter since the launch~~ of ~~the~~cognitive ~~SmartSole~~impairment, ~~plus~~such ~~that~~as weAlzheimer’s, ~~saw noticeable improvements in lead times~~dementia, ~~increases~~autism ~~in inventory~~ and ~~shortening~~traumatic ~~our time from order to delivery by 2-3 weeks on average~~brain injury. AsAnd wethere ~~discussed last quarter, we~~ are ~~still~~over ~~evaluating~~400 ~~ways~~million ~~to scale~~firearms upjust ~~production~~ in the ~~U.S.~~US ~~and~~alone, ~~bring~~making ~~down~~both ~~our~~of ~~costs~~these ~~with~~sizeable amarkets ~~stated~~which ~~mission~~MLRT tohas ~~reduce~~patent ~~costs~~protected products byand ~~10%~~solutions tofor, ~~18%~~that ~~and~~generate ~~increase~~high ~~production capacity~~margin byrecurring ~~25%~~subscription toservice ~~40%~~fees.

~~During~~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 ~~third~~public ~~quarter~~Company wechanged ~~took~~its ~~some~~name ~~transformative~~from ~~steps~~GTX Corp to ~~broaden~~MetAlert, ~~our~~Inc. ~~product~~and ~~line~~effected a 1-for-65 reverse stock split of its issued and outstanding ~~add~~stock ~~new~~(OTC ~~markets~~Pinks: MLRT). Post name change the Company kept its 2 wholly owned subsidiaries. During the periods covered by this report, MetAlert, Inc. and its subsidiaries were engaged in ~~order~~business tooperations ~~increase~~that ~~our~~design, ~~product~~manufacture and sell various interrelated ~~revenues~~and complementary products and ~~subscriptions~~services in the wearable technology and Personal Location Services marketplace. WeIn ~~successfully~~September of 2023, we acquired Level 2 Security, LLC, ~~which~~and we merged it into ~~our~~a new 100% wholly owned subsidiary Level 2 Security Products, Inc. ~~Management~~During ~~believes~~that period, the ~~this~~operations of LOCiMobile, Inc., another 100% wholly owned subsidiary, was aconsolidated ~~formidable~~under ~~step~~Global inTrek ~~solidifying~~Xploration and the ~~financial~~corporate entity ~~and~~was ~~operational~~dissolved. ~~position~~MetAlert now owns 100% of the ~~Company~~issued and outstanding capital stock of its two operating subsidiaries - Global Trek Xploration, Inc. and ~~encapsulates~~Level ~~our~~2 ~~vision~~Security toProducts, ~~amplify~~Inc. ~~recurring~~The ~~revenue~~LOCiMOBILE ~~streams~~digital ~~while~~assets ~~scaling~~are now under the management of the parent company MetAlert and remain there, post dissolution, of the corporate entity (LOCiMobile, Inc.). The Company’s ~~life-saving~~digital ~~technology~~platform which has been at the forefront of Smartphone application (“App”) development since 2008 designs mobile applications that turn the iPhone, iPad, Android and IPother ~~portfolio~~GPS enabled handsets into a tracking device which can then be tracked from any mobile device or through our proprietary tracking portal or on any connected device with internet access.

~~Included~~Global inTrek ~~the~~Xploration, ~~acquisition~~Inc. ~~came~~is ~~bank~~a ~~balances,~~wearable ~~Intellectual~~technology ~~Property~~company which designs, ~~approximately~~manufactures, 3sells,~~800~~ ~~units~~and ofdistributes ~~ready~~tracking toand ~~ship~~remote patient ~~product~~monitoring ~~inventory,~~solutions ~~digital~~for ~~collateral, an~~humans. ~~online~~Utilizing ~~store,~~patent anprotected ~~Amazon~~proprietary ~~account~~hardware, ~~smartphone~~software, ~~apps~~connectivity, Global Positioning System (“GPS”) and anBluetooth ~~ongoing~~Low ~~research~~Energy (“BLE”) monitoring and ~~development~~tracking ~~roadmap~~platform, ~~for~~which ~~possible~~provides ~~future~~real-time tracking ~~product~~and ~~releases~~monitoring of people. ~~The~~ ~~strategic~~Utilizing ~~synergy~~a ~~from~~miniature ~~the~~quad-band ~~merger~~GPRS ~~enables~~transceiver, usantenna, tocircuitry, ~~expand~~battery and inductive charging pad our ~~target~~solutions ~~market~~can ~~beyond~~be ~~those~~customized ofand ~~humans~~integrated ~~with~~into ~~cognitive~~numerous ~~disorders~~products whose location and ~~opens~~movement can be monitored in real time over the ~~doors~~Internet tothrough ~~entire~~our ~~new~~24x7 ~~and~~tracking ~~much~~portal ~~larger~~or ~~markets~~on a web enabled cellular telephone. ~~The~~Our ~~Level~~core 2products ~~proprietary~~and ~~technology~~services are ~~can~~supported ~~safeguard~~by an ~~extensive~~IP ~~range~~portfolio of ~~mobile assets~~patents, ~~and~~ bypatents ~~integrating~~pending, ~~this~~registered ~~with~~trademarks, ~~MetAlert~~copyrights, URL’s ~~infrastructure~~and a library of software source code, ~~the~~all ~~Company~~of ~~envisions~~which ~~fiscal~~is ~~improvements~~managed by Global Trek. Level 2 Security Products, Inc. is in the ~~near~~high ~~term~~value non-human asset monitoring and recovery business for items such as firearms, vehicles, bikes, boats, ATVs, and a host of other valuable mobile assets which require oversight monitoring and theft recovery.

ByOther ~~tapping~~technology ~~into~~that athe ~~vast~~Company ~~new~~has ~~market,~~developed ~~this~~or ~~acquisition~~resells ~~signifies~~includes ahealth ~~strategic~~and ~~investment~~safety inmonitoring ~~bolstering~~products ~~our short~~ and ~~long-term~~wellness ~~growth~~products ~~strategy and~~that ~~will~~are ~~broadly expand our reach into the arena of non-human asset tracking. This transaction represents a convergence of our core mission~~complementary ~~of delivering life-saving technology with a sharp focus on sustainable, long-term subscription-based revenue growth. The Company plans~~ to ~~start~~our anmain ~~immediate marketing and~~ product ~~awareness campaign to gun activist groups, gun safety groups, police departments, child safety advocate groups, gun stores and ranges, military supply~~ lines and ~~plans~~general ~~to expand its marketing into other channels such as the growing electric bike market~~mission.

2321

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.Operations

The ~~strategic~~Company ~~timing~~designs, ~~for~~develops, ~~expanding~~manufactures, ~~into~~sells, ~~this~~and ~~market~~distributes ~~coincides~~health ~~well~~and safety monitoring products and services, along with ~~the~~other related ~~Office~~medical ofsupplies ~~Justice~~and ~~Programs~~equipment, and asset theft and recovery products and services, all through a global business to business (“~~OJP~~B2B”) ~~recent announcement~~and business to consumer (“B2C”) network of ~~investing~~resellers, ~~unprecedented~~affiliates, ~~resources~~distributors, innonprofit ~~programs~~organizations, local, ~~designed~~state, toand ~~reduce~~federal ~~gun~~government ~~crime~~agencies, police departments, manufacturers reps, retailers and ~~community~~direct ~~violence~~to consumer. ~~Last~~Offering ~~September~~a variety ~~$100~~of ~~million~~electronic inand ~~grant~~non-electronic ~~funding~~devices ~~was~~and ~~initiated~~equipment, ~~under~~a ~~the~~proprietary ~~Community~~Internet ~~Violence~~of ~~Intervention~~things ~~and~~(“IoT”) ~~Prevention~~enterprise ~~Initiative~~monitoring ~~making~~platform and ~~this~~a ~~the largest~~licensing ~~targeted~~subscription ~~federal~~business ~~investment~~model. ~~for~~The ~~these~~Company ~~strategies~~provides ina ~~history.~~complete Asend ~~part~~to end solution of hardware, middleware, apps, connectivity, licensing, and professional services, letting our gocustomers toknow ~~market~~where ~~strategy~~or wehow ~~are~~someone, ~~looking~~or tosomething, ~~bring~~is onat the touch of a button, delivering ~~retired~~safety, ~~police~~security, ~~officers~~and ~~that~~peace ~~can~~of ~~assist~~mind usin ~~with~~real-time. ~~messaging,~~Except for our military products and ~~grant~~recently ~~approval~~acquired ~~procedures~~Level 2 Security devices, soall of ~~that~~our weconsumer ~~can~~and ~~become~~enterprise atracking ~~recognized~~products ~~force~~funnel into the MetAlert IoT monitoring platform which supports end user customers in ~~and~~over ~~solution~~35 ~~provider~~countries. The Company is also in the ~~ever~~business ~~growing~~of ~~national~~licensing ~~conversation~~intellectual onproperty, ~~gun~~monetizing ~~safety.~~its patent portfolio, and providing backend infrastructure logistic and subscription management services.

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 ~~September~~March 3031, ~~2023~~2024 (“Q3Q1 ~~2023~~20243”) Compared to the Three Months Ended ~~September~~March 3031, ~~2022~~2023 (“Q3Q1 ~~2022~~2023”)

	Three Months Ended September 30,
	Three Months Ended March 31,
	2023						2022
	2024						2023
	$			% of Revenues			$			% of Revenues
Product sales		5824,~~940~~942			6950	%		3654,~~352~~391			5475	%
Service income		2623,~~801~~376			3148	%		3118,302			4625	%
IP royalties		-			0	%		-			0	%
Total revenues		8548,~~741~~318			100	%		6772,~~654~~693			100	%
Cost of products sold		844,~~458~~474			9910	%		2326,~~333~~063			3436	%
Cost of service revenue		~~1,206~~655			1	%		34,~~016~~305			46	%
Cost of licensing revenue		-			0	%		-			0	%
Cost of goods sold		855,~~664~~129			~~100~~11	%		2630,~~349~~368			3942	%
Gross profit		7743,189			089	%		4142,~~305~~325			6158	%
Operating expenses:
Wages and benefits		~~120~~82,~~865~~883			~~141~~172	%		~~127~~123,~~829~~645			~~189~~170	%
Professional fees		6156,~~995~~282			72116	%		8131,~~893~~524			~~121~~43	%
Sales and marketing expenses		57,~~372~~785			616	%		~~3,494~~-			50	%
General and administrative		6572,~~232~~246			76150	%		6865,~~269~~869			~~101~~91	%
Total operating expenses		~~353~~219,~~314~~196			~~296~~4542	%		~~281~~221,~~485~~038			~~416~~304	%
Gain/(loss) from operations		(253,386	)		-296	%		(240,180	)		-355	%
Gain (loss) from operations		(176,007	)		-364	%		(176,712	)		-246	%
Other (expense)/income, net		(176,174	)		-205	%		(62,283	)		-92	%
Other income (expense), net		(75,138	)		-156	%		(70,433	)		-97	%
Net income/(loss)		(429,561	)		501	%		(302,463	)		-447	%
Net income (loss)		(251,145	)		-520	%		(249,146	)		-343	%

Revenues

Revenues were $8548,~~741~~318 for the three months ended ~~September~~March 3031, ~~2023~~2024 compared to $6772,~~654~~693 for the three months ended ~~September~~March 3031, ~~2022~~2023, representing ana decrease ~~increase~~ of 2734%. This ~~increase~~decrease was primarily driven from ~~the new~~transitioning ~~GUNALERT~~out of direct-to-consumer PPE sales into our core B2B business and the effort to ~~Range~~get ~~USA~~the new Level 2 Security Products out to market.

~~During~~ As a result, during the ~~period~~first ~~ended~~quarter ~~September~~of 30ended March 31, ~~2023~~2024, ~~the~~we ~~Company’s~~did ~~customer~~not ~~base~~meet ~~and~~our overall revenue ~~streams~~goals, ~~were~~and ~~comprised~~we ofhad ~~approximately~~a 64significant setback due to delays in getting our 10K filed.~~12%~~ ~~B2B~~We did however ~~(Wholesale~~see ~~Distributors~~some ~~and~~positive ~~Enterprise~~trends ~~Institutions)~~compared to Q1 2023, ~~35.88~~with international subscriptions increasing by 99% and domestic subscriptions by 146%. SmartSole B2C ~~(consumers~~sales ~~and~~increasing ~~government~~by ~~agencies~~124% ~~who~~in ~~bought~~Q1 onof ~~the~~2024, ~~behalf~~compared to Q1 of ~~consumers~~2023. Unlike B2C sales, where subscriptions activate immediately after purchase, ~~through~~the ~~our~~B2B ~~online~~sales ~~ecommerce~~has ~~platform~~a ~~and~~lag ~~through~~of ~~Amazon~~between 2-4 months, ~~Google~~allowing for the distributor to receive the inventory and ~~iTunes),~~then 0%activate IPthe ~~(our~~customers ~~monetization~~unit as ~~campaign~~they ~~from~~sell ~~consulting~~into the marketplace. Thus, ~~licensing and~~the ~~asserting~~increase ~~our~~in ~~patents)~~B2B ~~and~~subscriptions 0%without ~~Military~~the ~~and~~corresponding ~~Law~~revenue ~~Enforcement~~increase, until the distributor inventories are depleted and replenished.

~~During the~~This ~~period~~came ~~ended~~as ~~September~~a 30direct result to some improvements in our production capacity, ~~2022~~and we were able to streamline some manufacturing processes, ~~the~~thereby ~~Company’s~~increasing ~~customer~~our ~~base~~production quantities and ~~revenue~~enhancing ~~streams~~our low inventory position. We were ~~comprised~~also ofable ~~approximately~~to ~~59%~~leverage ~~B2B~~our ~~(Wholesale~~OEM manufacturing in Germany. Overall, we still have some ~~Distributors~~supply ~~and~~chain ~~Enterprise~~issues, ~~Institutions)~~but we are starting to see noticeable improvements in lead times, ~~41%~~increases ~~B2C~~in ~~(consumers~~inventory and ~~government~~shortening ~~agencies~~our ~~who~~time from ~~bought~~order to delivery by 2-3 weeks on ~~the~~average. ~~behalf~~As ofwe ~~consumers~~discussed last quarter, ~~through our~~we ~~online~~are ~~ecommerce~~still ~~platform~~evaluating ~~and~~ways ~~through~~to ~~Amazon~~scale up production in the U.S., ~~Google~~Germany and ~~iTunes~~we are starting to look at Mexico to reduce costs by 10% to 18% and increase production capacity by 50%.

We also worked on expanding our SmartSole distribution and began pilot programs in the Netherlands and with a large security company in Mexico City by commencing a testing and evaluation period.

Late last year we took transformative steps to broaden our product line and add new markets in order to increase our product and subscription revenues. We successfully acquired Level 2 Security LLC, which we merged into our new 100% wholly owned subsidiary Level 2 Security Products, Inc. During Q1 2024, we brought in a few marketing consultants and retired policy officers to help us build a go to market strategy for the GunAlert product. During that time, we discovered there are numerous avenues and channel partners for us to engage with, of which we have begun a concerted outreach campaign. We also made some significant improvements to the device and filed additional IP.

In summary, we made several positive steps forward but did not meet our revenue targets yet exceed the gross margin for the same quarter in 2023.

During the period ended March 31, 2024, the Company’s customer base and revenue streams were comprised of approximately 56.26% B2B (Wholesale Distributors and Enterprise Institutions), 43.74% 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 March 31, 2023, 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 $855,~~664~~128 for the three months ended ~~September~~March 3031, ~~2023~~2024 compared to $2630,~~349~~368 for the three months ended ~~September~~March 3031, ~~2022,~~ 2023, representing ana ~~increase~~decrease of ~~225~~83%. This ~~increase~~decrease was primarily due to the ~~addition~~lower distributor hardware sales, which are larger volume orders, that are dependent upon the activation of ~~costs~~SmartSoles ~~related~~sold tointo their respective markets, which affects the ~~new~~timeliness ~~GUNALERT~~of ~~product~~their ashardware ~~compared~~orders to ~~the~~maintain ~~previous~~adequate ~~year’s same~~inventory ~~period~~levels.

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

25We continue to work 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.

Wages and benefits

Wages and benefits decreased 5by 33% inor $40,761 for the three months ended ~~September~~March 3031, ~~2023~~2024 as compared to three months ended ~~September~~March 3031, ~~2022, predominantly~~ 2023 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~~increased $1924,~~898~~758 or 2479% in the three months ended ~~September~~March 3031, ~~2023~~2024 as compared to in the three months ended ~~September~~March 3031, ~~2022~~2023. Even though some professional fees have decreased as more responsibilities were transferred from outside contractors and consultants to in-house personnel, ~~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 on new GunAlert product line, and overaged in our 10K audit fees.

Sales and marketing expenses

Sales and marketing expenses increased by 54100% or $17,~~878~~805 in three months ended ~~September~~March 3031, ~~2023~~2024 in comparison to the three months ended ~~September~~ 30March 31, ~~2022,~~2023. ~~this~~The isincrease was primarily due to ~~costs~~the ~~related~~release toof ~~marketing~~ the new 4GGunAlert ~~SmartSole~~product line as we build brand awareness.

General and administrative

General and administrative costs in three months ended ~~September~~March 3031, ~~2023~~2024 increased by $227,~~019~~389 or 1411% in comparison to the three months ended ~~September~~ 30March 31, ~~2022~~2023, mostly due to increases in investor relations expense. While at the same time, the Company continues many cost saving measures, including the entire senior management team deferring salaries.

Other income/ (expense), net

Other expense, net increased ~~183~~7% or $~~113~~4,~~891~~704 in the three months ended ~~September~~March 3031, ~~2023~~2024 compared to the three months ended ~~September~~March 3031, ~~2022~~ 2023. This increase was primarily as a result of the ~~fair~~gain ~~value~~in interest expense, ~~related to~~ the ~~issuance~~amortization of ~~warrants~~debt indiscounts and financing costs.

Net income/ (loss)

Net loss increased by 421% or $~~127~~2,~~099~~000 from Q3in ~~2023~~the inthree ~~comparison~~months ended March 31, 2024 compared to Q3the ~~2022~~three ~~primarily~~months asended aMarch ~~result~~31, of2023. This increase, though small was primarily due to the lower ~~net~~revenues ~~profit~~as ~~margins~~we ~~that~~transition ~~were related~~out of direct-to-consumer ~~increased~~PPE ~~product~~ sales ~~related~~into ~~costs~~our core B2B business and the ~~fair~~effort ~~value~~to ~~expense~~get ~~related~~the tonew ~~the~~Level ~~issuance~~2 ofSecurity ~~warrants~~Products inout ~~financing~~to ~~costs~~market.

Nine Months Ended September 30, 2023 (“Q1-Q3 2023”) Compared to the Nine Months Ended September 30, 2022 (“Q1- Q3 2022”)

	Nine Months Ended September 30,
	2023						2022
	$			% of Revenues			$			% of Revenues
Product sales		149,562			72	%		200,277			67	%
Service income		57,710			28	%		100,293			33	%
IP royalties		-			0	%		-			0	%
Total revenues		207,272			100	%		300,570			100	%
Cost of products sold		151,239			73	%		147,627			49	%
Cost of service revenue		8,105			4	%		15,906			5	%
Cost of licensing revenue		-			0	%		-			0	%
Cost of goods sold		159,344			77	%		163,173			54	%
Gross profit		47,928			23	%		137,397			46	%
Operating expenses:
Wages and benefits		363,359			175	%		382,916			127	%
Professional fees		113,917			55	%		257,232			86	%
Sales and marketing expenses		5,352			3	%		19,092			6	%
General and administrative		178,690			86	%		156,670			52	%
Total operating expenses		661,318			319	%		815,910			271	%
Gain/(loss) from operations		(613,390	)		-296	%		(678,514	)		-226	%
Other (expense)/income, net		(273,901	)		-132	%		(44,558	)		-15	%
Net income/(loss)		(887,291	)		-4280	%		(723,072	)		-241	%

Revenues

Revenues as a whole in Q1-Q3 2023 decreased by 31% or $93,298 in comparison to Q1-Q3 2022, a result of the manufacturing delays in 2023 and the efforts to get the new Level 2 Security Products out to market.

Cost of goods sold

Cost of goods sold decreased by 2% or $3,829 during Q1-Q3 2023 in comparison to Q1-Q3 2022 primarily due to the addition of costs related to the new GUNALERT sales where there were no associated costs in 2022.

Wages and benefits

Wages and benefits during Q1-Q3 2023 decreased by 5% or $19,558 in comparison to Q1-Q3 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 $143,315 or 56% during Q1-Q3 2023 as compared to Q1-Q3 2022, primarily due to the Company’s decreased need for outside consultants.

Sales and marketing expenses

Sales and marketing expenses decreased by 72% or $13,741 during Q1-Q3 2023 in comparison to Q1-Q3 2022, 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 2023 increased by $22,019 or 14% in comparison to Q1-Q3 2022, mostly due to increases in investor relations expense.

Other income/(expense), net

Other expense, net increased 501% or $228,343 from Q1-Q3 2023 to Q1-Q3 2022 primarily as a result of a interest expense and the fair value expense related to the issuance of warrants in financing costs.

Net income/(loss)

Net loss increased by 23% or $163,219 from Q1-Q3 2023 to Q1-Q3 2022 primarily due to interest expense and the fair value expense related to the issuance of warrants in financing costs.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2023~~2024, we had $~~106~~86,~~333~~095 of cash and cash equivalents, and a working capital deficit of $34,~~730~~035,~~701~~819, compared to $868,~~534~~ 440 of cash and cash equivalents and a working capital deficit of $34,~~233~~049,~~209~~388 as of December 31, ~~2022~~2023.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, our net loss was $~~887~~251,~~291~~145 compared to a net loss of $~~723~~249,~~072~~146 for the ~~nine~~three months ended ~~September~~ 30March 31, ~~2022~~2023. Net cash used in operating activities in the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 and in the ~~nine~~three months ended ~~September~~ 30March 31, 2023 ~~2022~~ was $~~295~~160,~~166~~439 and $~~426~~49,~~835~~301, respectively.

Net cash ~~from~~used in investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024 ~~was $42,408 received in the acquisition of Level 2 Securities, LLC~~ and ~~net~~March ~~cash used in investing activities during the nine months ended September 30~~31, ~~2022~~2023 was $3,~~308~~000 ~~for~~and ~~the~~$0, ~~purchase of intangible assets~~respectively.

27Net cash provided by financing activities during the three months ended March 31, 2024 was $181,094 and consisted of $200,000 received for the issuance of preferred shares, and payments to the line of credit of $3,976 and debt of $14,930. Net cash provided by financing activities during the three months ended March 31, 2023 was $45,437 and consisted of $65,000 received for the issuance of debt, $7,000 from the use of the line of credit, and payments to the line of credit of $26,563. This represents an increase of 298% in cash provided by financing activities.

~~Net cash provided by financing activities during the nine months ended~~Because ~~September~~revenues ~~30,~~from ~~2023~~our ~~was~~operations ~~$350~~have,~~556~~ ~~and~~to ~~consisted of $275~~date,~~000~~ ~~received~~been ~~for~~insufficient ~~the~~to ~~issuance~~fund ofour ~~debt~~working ~~and~~capital ~~$100~~needs,~~000~~ ~~from~~we ~~the~~currently ~~sale~~rely ofon ~~preferred stock, $46,881 from~~ the ~~use~~cash ofwe ~~the line of credit. This was offset by payments to the line of credit of $29,021 and payments on debt of $42,304.~~receive ~~Net~~from ~~cash~~our ~~provided by~~ financing activities ~~during~~to ~~the~~fund ~~nine~~our ~~months ended September 30~~growth, ~~2022~~capital ~~was~~expenditures ~~$315,799~~ and ~~consisted~~to ofsupport ~~$180,000~~our ~~received from~~working ~~the~~capital ~~purchase~~requirements. ofThe ~~6,000,000~~sale ~~shares~~ of ~~common~~our products ~~stock~~and ~~(92,309~~services ~~post~~is ~~reverse)~~expected atto ~~$0.03~~enhance ~~per~~our ~~share,~~liquidity ~~$25,000~~in ~~received for the conversion of warrants~~2024, ~~$145,000~~although ~~from~~ the ~~issuance~~amount of ~~debt~~revenues ~~and~~we ~~$69,180~~receive ~~from~~in ~~draws~~2024 ~~upon~~still ~~our~~cannot ~~line of credit. This was offset by payments on debt of $44,201~~be ~~and $59,180 on the line of credit~~estimated.

~~Because~~Until such time as our products and services can support our working capital requirement, we expect to continue to generate revenues from our other ~~operations~~licenses, ~~have~~subscriptions, tointernational ~~date~~distributors, ~~been~~hardware ~~insufficient~~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 ~~currently~~have ~~rely~~assumed onthat ~~the~~such ~~cash~~revenues wewill ~~receive from~~not ~~our~~be ~~financing~~sufficient ~~activities~~ to fund all of our ~~growth,~~planned ~~capital~~operating and other expenditures ~~and~~during 2024. toIn ~~support~~addition, our ~~working~~actual ~~capital~~cash ~~requirements.~~expenditures ~~The~~may ~~sale~~exceed our planned expenditures, particularly if we invest in the development of improved versions of our existing products and ~~services~~technologies, isand ~~expected~~if towe ~~enhance~~increase our ~~liquidity~~marketing inexpenses. ~~2023~~Accordingly, ~~although~~we ~~the~~anticipate ~~amount~~that we ofwill ~~revenues~~have weto ~~receive~~continue to raise additional capital in ~~2023~~order ~~still~~to ~~cannot~~fund our operations in 2024. No assurance can be given that we will ~~estimated~~be able to obtain the additional funding we need to continue our operations.

~~Until~~In ~~such~~order ~~time as our products and services can support our working capital requirement, we expect~~ to continue tofunding ~~generate revenues from~~ our ~~other~~ ~~licenses~~growth, ~~subscriptions,~~IP ~~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~~, weas ~~have~~well ~~assumed~~as ~~that such revenues will not be sufficient to fund all of~~ our ~~planned~~new ~~operating~~product ~~and~~development ~~other~~costs, ~~expenditures~~ during ~~2023.~~ ~~In addition, our actual cash expenditures may exceed our planned expenditures, particularly if we invest in~~ the ~~development~~first ~~of improved~~quarter ~~versions~~ of ~~our existing products and technologies~~2024, ~~and if we increase our marketing expenses. Accordingly, we anticipate that~~ we ~~will~~continued ~~have~~ to ~~continue~~draw todown ~~raise~~on ~~additional~~our ~~capital~~credit inline ~~order~~ to fund ~~our~~purchase ~~operations in 2023~~orders. NoHowever, no assurance can be given that wethe investor will be ~~able to obtain~~ provide the ~~additional~~ funding, weif ~~need~~and towhen ~~continue~~requested ~~our~~by ~~operations~~us.

In 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.24

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,~~555~~902,~~427~~995 and negative working capital of $34,~~730~~035,~~701~~818 as of ~~September~~March 3031, ~~2023~~2024 and used cash in operations of $~~295~~160,~~166~~439 during the ~~current~~ current period then ended. A significant part of our negative working capital position at ~~September~~March 3031, ~~2023~~2024 consisted of $1,~~669~~720,~~402~~259, 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~~ included in our Annual Report on Form 10-K for the year ended December 31, ~~2022~~2023 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~~2023.

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

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 ~~September~~March 3031, ~~2023~~2024, for the reasons set forth below, 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.

2925

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

~~These are~~As ~~not~~a ~~all~~“smaller ofreporting ~~the~~company” ~~risks~~as defined ~~associated~~by ~~with~~Item ~~the~~10 ~~Company~~of ~~and~~Regulation ~~must~~S-K, bewe ~~used~~are innot ~~conjunction~~required ~~with~~to ~~those~~provide ~~disclosed~~information inrequired ~~the~~by ~~most~~this ~~recent Annual Report filed on Form 10-K for the fiscal year ended December 31, 2022~~Item.

~~The~~ITEM ~~Company is subject to risks and uncertainties as a result of the COVID-19 pandemic~~2. 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~~UNREGISTERED ~~around~~SALES ~~the~~OF ~~globe have~~EQUITY ~~responded~~SECURITIES ~~with~~AND ~~fiscal~~USE ~~policy~~OF ~~actions to support the healthcare industry and economy as a whole~~PROCEEDS. ~~The magnitude and overall effectiveness of these actions remain uncertain.~~

~~Due~~On toJanuary ~~COVID-19~~10, ~~we have experienced some changes in our business~~2024, ~~that~~we ~~have~~issued ~~been both positive and negative. Specifically~~600,000 ~~the~~shares ~~Company’s IP~~of ~~licensing~~common ~~business~~stock ~~has~~with 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~~value ~~percentage~~ of ~~subscriptions being either cancelled or requested to be put on pause~~$19,740 ~~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~~consultant ~~there~~for ~~have been some shifts with certain revenue streams doing better post COVID and others doing worse~~services.

~~The~~On ~~severity~~February ~~of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors~~1, ~~including~~2024, ~~but~~we ~~not limited~~issued to800,000 ~~the~~shares ~~duration and severity~~ of ~~the~~common ~~pandemic~~stock ~~and~~with ~~the~~a ~~extent~~value ~~and severity~~ of ~~the impact on the Company’s customers~~$27,144 ~~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~~a ~~the~~consultant ~~COVID-19~~for ~~pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain~~services.

~~ITEM~~The issuance of the above shares was exempt from registration pursuant to Section 4(2) ~~UNREGISTERED~~of ~~SALES~~the OFSecurities ~~EQUITY~~Act ~~SECURITIES~~of ~~AND~~1933, ~~USE~~as OFamended, in ~~PROCEEDS~~reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.

On July 5, 2023, the Company issued 170,000 shares of common stock worth $22,780 to various consultants 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.

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.

3026

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: November 21, 2023	By:	/s/ ALEX MCKEAN
Date: June 26, 2024	By:	/s/ ALEX MCKEAN
		Alex McKean,
		Chief Financial Officer (Principal Financial Officer)
Date: November 21, 2023	By:	/s/ PATRICK BERTAGNA
		Patrick Bertagna,
		Chief Executive Officer

Date: June 26, 2024	By:	/s/ PATRICK BERTAGNA
		Patrick Bertagna,
		Chief Executive Officer

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