10-Q

UNITED

STATES

SECURITIES

AND EXCHANGE COMMISSION

Washington,

D.C. 20549

FORM

10-Q

(Markone)

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

Forthe quarterly period ended ### September 30, 2023

OR

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

Forthe transition period from __________ to __________

Commission

file number 000-53046

MetAlert,Inc.

(Exact name of registrant as specified in its charter)

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

117 W. 9th Street, Suite 1214, Los Angeles, CA, 90015

(Address of principal executive offices) (Zip Code)

(213) 489-3019

(Registrant’s telephone number, including area code)

Securities

registered under Section 12(b) of the Act:

Title<br> of each class registered:	Trading<br> Symbol(s)	Name<br> of each exchange on which registered:
Common<br> 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<br> accelerated filer	☐	Accelerated<br> filer	☐
Non-accelerated<br> filer	☐<br> (Do not check if a smaller reporting company)	Smaller<br> reporting company	☒
Emerging<br> 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: 32,120,931 common shares issued and outstanding as of November 21, 2023.

METALERT

INC. AND SUBSIDIARIES

For

the quarter ended September 30, 2023

FORM

10-Q

		PAGE NO.
PART I. FINANCIAL INFORMATION
Item<br> 1.	Condensed Financial Statements	3
	Condensed Consolidated Balance Sheets at September 30, 2023 (unaudited) and December 31, 2022 (unaudited)	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (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 Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8
Item<br> 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item<br> 3.	Quantitative and Qualitative Disclosures About Market Risk	29
Item<br> 4.	Controls and Procedures	29
PART II. OTHER INFORMATION
Item<br> 1.	Legal Proceedings	30
Item<br> 1A.	Risk Factors	30
Item<br> 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30
Item<br> 3.	Defaults Upon Senior Securities	30
Item<br> 4.	Mine Safety Disclosures	30
Item<br> 5.	Other Information	30
Item<br> 6.	Exhibits	31
	Signatures	32

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PART

I

ITEM

1. FINANCIAL STATEMENTS

METALERT

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

			December 31, 2022
ASSETS
Current assets:
Cash and cash equivalents	106,333		$	8,534
Accounts receivable, net	62,137			13,959
Inventory	256,632			70,112
Investment in marketable securities	649			683
Other current assets	4,769			8,045
Total current assets	430,520			101,333
Intangible assets, net	279,465			3,308
Property and equipment, net	34,115			59,121
Total assets	744,100		$	163,762
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	205,936		$	137,315
Accrued expenses	277,045			388,414
Accrued expenses, related parties	755,259			497,551
Deferred revenues	6,450			12,850
Short-term debt – line of credit	99,511			81,651
Short-term debt - CARE loans	11,694			7,903
Convertible promissory notes, net of discount	1,423,696			843,000
Convertible notes, related parties, net of discount	1,194,635			1,206,738
Notes payable	146,195			149,120
Notes payable – related parties	40,800			10,000
Total current liabilities	4,161,221			3,334,542
Long-term debt - CARE loan	138,306			142,097
Total liabilities	4,299,527			3,476,639
Commitments and contingencies	-			-
Stockholders’ deficit:
Preferred stock series A, 0.001 par value; 1,000,000 shares authorized; 13,846 shares issued and outstanding at September 30, 2023 and December 31, 2022	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 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 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 value	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
Additional paid-in capital	24,885,133			24,241,862
Accumulated deficit	(28,443,763	)		(27,556,471	)
Total stockholders’ deficit	(3,555,427	)		(3,312,877	)
Total liabilities and stockholders’ deficit	744,100		$	163,762

All values are in US Dollars.

See

accompanying notes to condensed consolidated financial statements.

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METALERT

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2023			2022			2023			2022
	Three Months Ended September 30,						Nine Months Ended September 30,
	2023			2022			2023			2022
Product sales	$	58,940		$	36,352		$	149,562		$	200,277
Service income		26,801			31,302			57,710			100,293
Total revenues		85,741			67,653			207,272			300,570
Cost of products sold		84,458			23,333			151,239			147,267
Cost of other revenue		1,206			3,016			8,105			15,906
Total cost of goods sold		85,664			26,349			159,344			163,173
Gross margin		77			41,305			47,928			137,397
Operating expenses:
Wages and benefits		120,865			127,829			363,359			382,916
Professional fees		61,995			81,893			113,917			257,232
Sales and marketing expenses		5,372			3,494			5,352			19,092
General and administrative		65,232			68,269			178,690			156,670
Total operating expenses		253,464			281,485			661,318			815,911
Income/(loss) from operations		(253,387	)		(240,180	)		(613,390	)		(678,514	)
Other income/(expenses):
Gain/(loss) on settlement of debt		-			-			44,217			-
Gain/(loss) on marketable securities		-			(94	)		(34	)		(1,369	)
Amortization of debt discount		(21,028	)		(16,526	)		(63,247	)		(29,089	)
Grant from Care loans		-			-			-			67,870
EDD Recovery due to COVID		-			-			-			34,191
Interest expense and financing costs		(155,146	)		(45,663	)		(254,836	)		(116,161	)
Total other income/(expenses)		(176,174	)		(62,283	)		(273,901	)		(44,558	)
Net income/(loss)		(429,561	)		(302,463	)		(887,291	)		(723,072	)
Net income/(loss) attributable to common shareholders	$	(429,561	)	$	(302,463	)	$	(887,291	)	$	(723,072	)
Weighted average number of common shares outstanding - basic and diluted		25,838,157			5,066,220			23,348,693			4,161,828
Net income/(loss) per common share - basic and diluted	$	(0.02	)	$	(0.06	)	$	(0.04	)	$	(0.17	)

See

accompanying notes to condensed consolidated financial statements.

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METALERT

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three

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

For

the Three Months Ended September 30, 2023 (Unaudited)

	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
	Series<br> A <br> Preferred				Series<br> B<br> Preferred				Series<br> C<br> Preferred				Series<br> D<br> Preferred				Common<br> 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<br> June 30, 2023		13,846	$	14		3	$	-		6	$	-		-	$	-		23,411,342	$	2,341	$	24,303,554	$	(28,014,201	)	$	(3,708,292	)
Issuance<br> of common stock for services		-		-		-		-		-		-		-		-		170,000		17		22,763		-			22,780
Issuance<br> of common stock for the conversion of notes		-		-		-		-		-		-		-		-		1,189,589		119		11,777		-			11,896
Issuance<br> of common stock for acquisition		-		-		-		-		-		-		-		-		7,100,000		710		347,190		-			347,900
Issuance<br> of preferred stock for financing		-		-		-		-		-		-		15,000		2		-		-		99,998		-			100,000
Fair value of warrants issued for services		-		-		-		-		-		-		-		-		-		-		99,850		-			99,850
Net<br> income (loss)		-		-		-		-		-		-		-		-		-		-		-		(429,561	)		(429,561	)
Balance<br> 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 30, 2022 (Unaudited)

	Series<br> A <br> Preferred						Series<br> B<br> Preferred				Series<br> C<br> Preferred				Common<br> Shares				Additional
	Shares						Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued			Amount			Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance<br> June 30, 2022		15,385		$	15			3	$	-		6	$	-		3,801,655	$	380	$	23,419,068	$	(26,473,993	)	$	(3,054,530	)
Issuance<br> of common stock for services		-			-			-		-		-		-		342,693		34		57,075		-			57,109
Issuance<br> of common stock for the conversion of notes		-			-			-		-		-		-		11,406,200		1,141		112,921		-			114,062
Issuance<br> of common stock for financings		-			-			-		-		-		-		15,385		2		30,491		-			30,492
Issuance<br> of common stock for the conversion of warrants		-			-			-		-		-		-		-		-		985		-			985
Return<br> of preferred A to treasury		(1,539	)		(1	)		-		-		-		-		-		-		1		-			-
Debt<br> discount		-			-			-		-		-		-		-		-		60,349		-			60,349
Net<br> income (loss)		-			-			-		-		-		-		-		-		-		(302,463	)		(302,463	)
Balance<br> September 30, 2022		13,846		$	14			3	$	-		6	$	-		15,565,933	$	1,557	$	23,680,890	$	(26,776,456	)	$	(3,093,995	)

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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<br> A <br> Preferred				Series<br> B<br> Preferred				Series<br> C<br> Preferred				Series<br> D<br> Preferred				Common<br> 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<br> December 31, 2022		13,846	$	14		3	$	-		6	$	-		-	$	-		17,179,794	$	1,718	$	24,241,862	$	(27,556,471	)	$	(3,312,877	)
Issuance<br> of common stock for services		-		-		-		-		-		-		-		-		170,000		17		22,763		-			22,780
Issuance<br> of preferred stock for financings		-		-		-		-		-		-		15,000		2		-		-		99,998		-			100,000
Fair value of warrants issued for services		-		-		-		-		-		-		-		-		-		-		99,850		-			99,850
Issuance<br> of common stock for the conversion of notes		-		-		-		-		-		-		-		-		7,421,137		742		73,469		-			74,211
Issuance<br> of common stock for acquisition		-		-		-		-		-		-		-		-		7,100,000		710		347,190		-			347,900
Net<br> income (loss)		-		-		-		-		-		-		-		-		-		-		-		(887,291	)		(887,291	)
Balance<br> 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	)

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For

the Nine Months Ended September 30, 2022 (Unaudited)

	Series<br> A <br> Preferred						Series<br> B<br> Preferred				Series<br> C<br> Preferred				Common<br> Shares				Additional
	Shares						Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued			Amount			Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance<br> 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<br> of common stock for services		-			-			-		-		-		-		459,692		46		129,240		-			129,286
Issuance<br> of common stock for financings		-			-			-		-		-		-		92,309		9		179,991		-			180,000
Issuance<br> of common stock for the conversion of notes		-			-			-		-		-		-		11,406,200		1,141		112,921		-			114,062
Issuance<br> of common stock for the conversion of warrants		-			-			-		-		-		-		153,847		15		24,985		-			25,000
Return<br> of preferred A to treasury		(1,539	)		(1	)		-		-		-		-		-		-		1		-			-
Debt<br> discount		-			-			-		-		-		-		-		-		60,349		-			60,349
Net<br> income (loss)		-			-			-		-		-		-		-		-		-		(723,072	)		(723,072	)
Balance<br> 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.

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METALERT

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2023			2022
	Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities
Net income / (loss)	$	(887,291	)	$	(723,072	)
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
Depreciation and amortization		25,005			25,005
Change in fair value of marketable securities		34			1,369
Stock based compensation		22,780			129,286
Grant from CARE loans		-			(67,870	)
Amortization of debt discount		63,247			29,089
Gain on the settlement of debt and accrued interest		27,537			-
Gain on extinguishment of debt		16,680			-
Fair value of warrants issued for debt		99,850			-
Changes in operating assets and liabilities:
Accounts receivable		(48,177	)		(9,592	)
Inventory		42,815			7,261
Other current and non-current assets		3,275			37,189
Accounts payable and accrued expenses		194,450			(33,563	)
Accrued expenses - related parties		171,456			82,698
Accrued interest and financing costs		(50,877	)		116,641
Deferred revenues		(6,400	)		(21,275	)
Due to/from Officers		30,450			-
Net cash used in operating activities		(295,166	)		(426,835	)
Cash flows from investing activities
PP&E purchases		-			-
Intangible asset purchases		42,408			(3,308	)
Net cash used in investing activities		42,408			(3,308	)
Cash flows from financing activities
Proceeds from line of credit		46,881			69,180
Proceeds from Reg A		-			180,000
Borrowings on debt		-			145,000
Proceeds from the exercise of warrants		-			25,000
Proceeds from the issuance of debt		275,000			-
Proceeds from the sale of preferred stock		100,000			-
Payments on line of credit		(29,021	)		(59,180	)
Payments on debt		(42,304	)		(44,201	)
Net cash provided by financing activities		350,556			315,799
Net change in cash and cash equivalents		97,798			(114,345	)
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		$	114,062
Debt discount on convertible notes	$	17,150		$	-
Issuance of common stock for services	$	22,780		$	-

See

accompanying notes to condensed consolidated financial statements.

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METALERT

INC. AND SUBSIDIARIES

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE NINE MONTHS ENDED SEPTEMBER 30, 2023 AND 2022

(Unaudited)

1.

ORGANIZATION AND BASIS OF PRESENTATION

During

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

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

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

Basisof 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 months ended September 30, 2023 are not necessarily indicative of the results that may be expected for the year ending December 31, 2023. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2022, which are included in our Annual Report on Form 10-K.

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

GoingConcern

The

consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a stockholders’ deficit of $3,555,427

and

negative working capital of $3,730,701 as of September 30, 2023 and used cash in operations during the period then ended. The Company anticipates further losses in the development of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan until such time as revenues and related cash flows are sufficient to fund our operations.

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

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

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2.

SIGNIFICANT ACCOUNTING POLICIES

RevenueRecognition

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

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

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

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

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

Product sales

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

Services Income

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

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

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IP Licensing Revenue

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

Disaggregationof 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
Product sales	$	149,562	$	200,277
Service income		57,710		100,293
IP and consulting income		-		-
Total	$	207,272	$	300,570

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

	September 30, 2023		September 30, 2022
B2B	$	138,805	$	195,386
B2C		68,467		105,184
Military		-		-
IP		-		-
Total	$	207,272	$	300,570

Allowancefor Doubtful Accounts

We

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

Shippingand Handling Costs

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

ProductWarranty

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 30, 2023 and 2022, products returned for repair or replacement have been immaterial. Accordingly, a warranty liability has not been deemed necessary.

Useof 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.

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FairValue 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<br> 1 -	Inputs<br> are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
Level<br> 2 -	Inputs<br> (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation<br> with market data at the measurement date and for the duration of the asset/liability’s anticipated life.
Level<br> 3 -	Inputs<br> reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement<br> 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.

Principlesof Consolidation

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

SCHEDULE

OF MAJORITY- OWNED SUBSIDIARIES

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

All Intercompany transactions have been eliminated upon consolidation.

Concentrations

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

As of September 30, 2023, the Company had four customers representing approximately 26%, 19%, 19% and 14% of sales, respectively, and four customers representing approximately 39%, 22%, 19% and 6% of total accounts receivable, respectively. As of September 30, 2022, the Company had five customers representing approximately 28%, 23%, 16%, 6% and 6% of sales, respectively (34% in receivables represents sales made through our online stores and consists of approximately 2,000 different customers), and five customers representing approximately 25%, 18%, 18%, 12% and 8% of total accounts receivable, respectively (excluding related party payables).

Stock-basedCompensation

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

MarketableSecurities

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 30, 2023 and December 31, 2022 the fair value of our investment in marketable securities was $649 and $683, respectively.

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DerivativeLiabilities

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.

NetLoss 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:

SCHEDULE

OF ANTIDILUTIVE SECURITIES EXCLUDED FROM CALCULATION OF DILUTED EARNINGS PER SHARE

	2023		2022
	September<br> 30,
	2023		2022
Warrants		846,154		603,846
Preferred<br> B shares		4,000		24,616
Preferred<br> C shares		15,000		10,264
Preferred<br> D shares		1,500,000		-
Conversion<br> shares upon conversion of notes		103,624,469		174,250,425
Total		105,989,623		174,889,151

Segments

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

RecentlyIssued Accounting Pronouncements

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

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

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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 30, 2023. As such, the Company recorded no change in market value during the nine months ended September 30, 2023, in its statement of operations.

In

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

During

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

During

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

The

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

4.

INVENTORY

Inventories consist of the following:

SCHEDULE

OF INVENTORY

	September30, 2023		December31, 2022
Raw materials	$	43,352	$	51,531
Finished goods		213,280		18,581
Total Inventories	$	256,632	$	70,112

5.

BUSINESS COMBINATIONS

On September 26, 2023, the Company finalized the acquisition

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

The acquisition included 2

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

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

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

The following allocation of the purchase price is as follows:

SCHEDULE

OF PURCHASE PRICE ALLOCATION

Consideration given:
Convertible notes	200,000
Common stock	347,900
	547,900
Assets and liabilities acquired:
Cash	42,408
Inventory	229,335
Intangible assets:
Trademarks	5,000
Tooling & molds	25,300
Website development	9,400
Software development	236,457
Intangible assets	236,457
Assets and Liabilities<br> 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

	September30, 2023			December31, 2022
Software	$	25,890		$	25,890
Website development		91,622			91,622
Software development		394,772			394,772
Equipment		1,750			1,750
Total property and equipment, gross		1,750			1,750
Less: accumulated depreciation		(479,919	)		(454,913	)
Total property and equipment, net	$	34,115		$	59,121

Depreciation

expense for the period ended September 30, 2023 and 2022 was $25,005, respectively, and is included in general and administrative expenses.

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7.

INTANGIBLE ASSETS

Intangible assets, net, consists of the following:

SCHEDULE

OF INTANGIBLE ASSETS

	September30, 2023		December31, 2022
Trademarks	$	8,308	$	3,308
Tooling and molds		25,300		-
Website development		9,400		-
Software development		236,457		-
Less: accumulated amortization		-		-
Total intangible assets, net	$	279,465	$	3,308

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

8.

NOTES & LOANS PAYABLE

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

SUMMARY OF COMPONENTS OF OUR SHORT-TERM BORROWINGS

	September30, 2023		December31, 2022
(a) Term loans	$	146,195	$	149,120
(b) Revolving line of credit		99,511		7,903
(c) CARE loans		11,694		81,651
Total	$	257,400	$	238,674

(a)Term loans

In September of 2019, the Company entered into an unsecured term loan agreement with a third party for an aggregate principal balance of $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, 2020, and is currently past due. The balance outstanding on the note as of September 30, 2023 was $34,176, which included $7,981 in interest, $4,500 in cash payments to principal and reductions of $19,305 due to sublet fees for office space and principal payments.

In

2022, the Company entered into an unsecured short-term loan agreements with various third parties for an aggregate principal balance of $120,000 at an interest rate of 5% per annum, with the interest adjusted to 10% in the case of a default.

(b)Lines of Credit

The

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

The line bears interest of 8.5%. The line is based upon MetAlert providing the investor with purchase orders and use of proceeds, including production of goods schedules and loan repayment timelines. These loans/drawdowns are specifically for product, inventory and/or purchase order financing.

Upon completion of the terms of the Line of Credit, MetAlert, Inc. will issue to the investor 7,500,000 shares of MetAlert

common stock or $75,000 of MetAlert common stock, whichever is greater .

The

Company also has an unsecured line of credit, guaranteed by its CEO, with its business bank, Union Bank, whereby funds can be borrowed at a revolving adjustable rate of 2 points over prime, currently 8.25%, with a max borrowing amount of $100,000. The balance at December 31, 2022 and September 30, 2023 was $99,511 and $81,651, with $46,881 having been borrowed and $29,021 paid back in the September 30, 2023 period.

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(c)CARE Loans

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

	September30, 2023			December31, 2022
Convertible Notes – with fixed conversion, past due	$	415,500		$	678,000
Convertible Notes – with fixed conversion	$	732,500		$	165,000
Convertible Notes – with fixed conversion and OID		92,846			-
Notes issued in relation to acquisition – with fixed conversion		200,000			-
Less: Debt discount		(17,150	)		-
Total convertible notes, net of debt discount	$	1,423,696		$	843,000
a)	Included<br> in Convertible Notes - with fixed conversion terms, are loans provided to the Company from various investors These notes carry simple<br> 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<br> and accrued interest, the outstanding amounts are convertible, at the option of the note holder, generally at any time on or prior<br> to maturity and automatically under certain conditions, into the Company’s common shares at $0.015 to $0.30 per share. These<br> notes became due in 2017 and prior, and are currently past due.
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	During<br> 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<br> convertible notes. The Company also paid down $8,750 of the principal balance of the convertible notes and the Company’s executives<br> transferred $70,000 of their outstanding employee notes for cash to third parties, which lowered the related party notes and increased<br> the convertible promissory notes by $70,000.
	During<br> the twelve months ended December 31, 2022, an additional $100,000 of the Company’s executive notes were transferred to third<br> parties for cash. The transferred notes had no change in terms thus no resulting gain or loss on the extinguishment and transfer.<br> As per the original terms the notes bear a 10% annual interest rate, gives the holder the right, but not the obligation to convert<br> up to 50% of the amount advanced and accrued interest into shares, warrants or options of common or preferred stock of the Company<br> 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<br> for cash, and converted $5,000 of a note with $460 in accrued interest into 546,000 shares of common stock.
	During<br> the nine months ending September 30, 2023, noteholders converted $31,515 of notes with accrued interest of $4,015 into 31,151,537<br> shares of common stock. On March 14, 2023, the Company entered into an unsecured short-term loan agreement with a third party for<br> 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<br> payments of $8,361 paid back monthly starting 45 days from the issuance date, with $41,804 of payments having paid as of September<br> 30, 2023.
	A<br> noteholder invested $125,000<br> on June 9, 2023 and an additional $35,000 on September 20, 2023 in the Company with convertible notes at a 10%<br> interest rate and a fixed conversion price of $0.04<br> and $0.05, respectively.
	On<br>July 25, 2023 and August 30, 2023, a noteholder invested $30,000<br>each in the Company with convertible notes that<br>have a 17%<br>OID and a fixed conversion price of $0.11.
	During<br> the nine months ended September 30, 2023 the Company consolidated various past-due convertible promissory notes in an aggregate<br> amount of $400,000<br> inclusive of interest at a 12%<br> interest rate and with conversion rates ranging from .30<br> to $9.75<br> with an investor into a new single note. The convertible promissory note agreement bears interest at seven (6%)<br> percent, has a one (1)<br> 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<br> 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<br> the nine months ended September 30, 2023 the Company issued $200,000 in convertible notes in conjunction with the purchase of Level<br> 2 Securities, LLC. These notes agreements bear an interest rate of 10% and are convertible at the investor’s sole discretion,<br> into common shares at a conversion price of $0.01.
	As<br> of September 30, 2023, and December 31, 2022 $415,500 of these convertible notes are currently past due, with no associated penalties.

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10.CARE Loans

SCHEDULE

OF LOANS PAYABLE

	September30, 2023		December 31, 2022
a) PPP loan – short term	$	-	$	-
b) EIDL loan – short term		11,694		7,903
b) EIDL loan – long term		138,306		142,097
Total CARE loans	$	150,000	$	150,000

(a)Paycheck Protection Program Loan

On

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

During

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

(b)Economic Injury Disaster Loan

On

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

As

of September 30, 2023, the Company calculated that 28 months of the 360 periods on the 30-year loans should be considered short-term, and as such moved $11,694 to short-term liabilities, and has accrued interest on the loan of $20,095 as of September 30, 2023, or until the Company has received more definitive correspondence related to any potential forgiveness.

11.

RELATED PARTY TRANSACTIONS

ConvertibleNotes Due to Related Parties

During

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

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During

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

Accrued

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

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12.

EQUITY

The

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

PreferredStock – 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 30, 2023.

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

PreferredStock – Series B

During

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

During

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

During

the period ended December 31, 2021, the two accredited investors converted 70 Series B preferred shares into 28,000,000 common shares at the conversion price of $0.0025, leaving a balance of 180 Series B as of December 31, 2022, which with the reverse stock split leaves a balance of 3 as of December 31, 2022 and as of the period ending September 30, 2023.

PreferredStock – Series C

During

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

During

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

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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 and as of the period ending September 30, 2023.

PreferredStock – Series D

During

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

During

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

CommonStock

During

the period ending September 30, 2023, the Company issued 7,421,137 shares of its common stock, with a value of $74,211 to various noteholders and employees for conversions of their notes within the terms, resulting in no gain or loss on the transaction.

During

the period ending September 30, 2023, the Company issued 170,000 shares of its common stock to various firms for services rendered, with a fair value of $22,780 based on the quoted market price of the shares at time of issuance.

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.

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CommonStock Warrants

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

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

SCHEDULE

OF WARRANT ACTIVITY

	Exercise Price	Number of Warrants
Outstanding and exercisable at December 31, 2022			603,846
Warrants exercised			-
Warrants granted			400,000
Warrants expired			(157,692	)
Outstanding and exercisable at September 30, 2023			846,154

All values are in US Dollars.

SCHEDULE

OF STOCK WARRANTS EXERCISE PRICE RANGE

Stock Warrants as of September 30, 2023
Exercise		Warrants		Remaining		Warrants
Price		Outstanding		Life (Years)		Exercisable
$	0.05		300,000		0.65		300,000
$	0.15		100,000		2.37		100,000
$	0.16		100,000		1.15		100,000
$	2.60		346,154		0.51		346,154

During

the period ended September 30, 2023, the Company issued 400,000 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.

Of

the 400,000 of warrants issued during the period ended September 30, 2023, it was determined thru the Black-Scholes-Merton model that the total fair value of the warrants issued at grant date were determined to have a fair value of $25,552 and were expensed as financing costs.

The

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

CommonStock 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 30, 2023.

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

13.

COMMITMENTS & CONTINGENCIES

Bonuses

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

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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 30, 2023, there was no pending or 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 6, 2023, the Company issued common

stock of 250,000 shares with a fair value of $17,500 to a consultant for services.

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ITEM

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

FORWARD-LOOKING

STATEMENTS

ThisQuarterly 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’scurrent expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially fromexpectations. 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 orother comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations aboutour future operating results or our future financial condition or state other “forward-looking” information. Many factorscould cause our actual results to differ materially from those projected in these forward-looking statements, including but not limitedto: variability of our revenues and financial performance; risks associated with product development and technological changes; the acceptanceour products in the marketplace by existing and potential future customers; general economic conditions. You should be aware that theoccurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financialcondition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believethat the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levelsof activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of thisQuarterly Report to conform these statements to actual results.

Introduction

Unlessotherwise 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 SecurityProducts, Inc.

Organizationand 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.

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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 the third quarter of 2023, we made some significant advancements on several fronts. Our SmartSole plus was put through rigorous testing at Intertek labs, which concluded that the product is fully compliant, making them FCC and IEC certified. This enabled us to release some back orders from larger enterprise customers in Europe that required the final certification documentation. We also saw some improvements in our production capacity, and were able to stream line some manufacturing processes, thereby increasing our production quantities and enhancing our low inventory position. We were also able to leverage our OEM manufacturing in Germany and started increase inventory to fill orders in Europe and to have some inventory sent to the US. Overall, we still have some supply chain issues, but this was the first quarter since the launch of the SmartSole plus that we saw noticeable improvements in lead times, increases in inventory and shortening our time from order to delivery by 2-3 weeks on average. As we discussed last quarter, we are still evaluating ways to scale up production in the U.S. and bring down our costs with a stated mission to reduce costs by 10% to 18% and increase production capacity by 25% to 40%.

During the third quarter we took some transformative steps to broaden our product line and add new markets in order to increase our product revenues and subscriptions. We successfully acquired Level 2 Security LLC, which we merged into our new 100% wholly owned subsidiary Level 2 Security Products, Inc. Management believes, this was a formidable step in solidifying the financial and operational position of the Company and encapsulates our vision to amplify recurring revenue streams while scaling the Company’s life-saving technology and IP portfolio.

Included in the acquisition came bank balances, Intellectual Property, approximately 3,800 units of ready to ship product inventory, digital collateral, an online 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. The Level 2 proprietary technology can safeguard an extensive range of mobile assets, and by integrating this with MetAlert’s infrastructure, the Company envisions fiscal improvements in the near term.

By tapping into a vast new market, this acquisition signifies a strategic investment in bolstering our short and long-term growth strategy and will broadly expand our reach into the arena of non-human asset tracking. This transaction represents a convergence of our core mission of delivering life-saving technology with a sharp focus on sustainable, long-term subscription-based revenue growth. The Company plans to start an 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 to expand its marketing into other channels such as the growing electric bike market.

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

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

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

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

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

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

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Resultsof 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.

ThreeMonths Ended September 30, 2023 (“Q3 2023”) Compared to the Three Months Ended September 30, 2022 (“Q3 2022”)

	Three Months Ended September 30,
	2023					2022
			% of<br><br> Revenues					% of<br><br> Revenues
Product sales				69	%				54	%
Service income				31	%				46	%
IP royalties				0	%				0	%
Total revenues				100	%				100	%
Cost of products sold				99	%				34	%
Cost of service revenue				1	%				4	%
Cost of licensing revenue				0	%				0	%
Cost of goods sold				100	%				39	%
Gross profit				0	%				61	%
Operating expenses:
Wages and benefits				141	%				189	%
Professional fees				72	%				121	%
Sales and marketing expenses				6	%				5	%
General and administrative				76	%				101	%
Total operating expenses				296	%				416	%
Gain/(loss) from operations		)		-296	%		)		-355	%
Other (expense)/income, net		)		-205	%		)		-92	%
Net income/(loss)		)		501	%		)		-447	%

All values are in US Dollars.

Revenues

Revenues were $85,741 for the three months ended September 30, 2023 compared to $67,654 for the three months ended September 30, 2022, representing an increase of 27%. This increase was primarily driven from the new GUNALERT sales to Range USA.

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

During the period ended September 30, 2022, the Company’s customer base and revenue streams were comprised of approximately 59% B2B (Wholesale Distributors and Enterprise Institutions), 41% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes.

Costof goods sold

Cost of goods sold were $85,664 for the three months ended September 30, 2023 compared to $26,349 for the three months ended September 30, 2022, representing an increase of 225%. This increase was primarily due to the addition of costs related to the new GUNALERT product as compared to the previous year’s same period.

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

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Wagesand benefits

Wages and benefits decreased 5% in the three months ended September 30, 2023 as compared to three months ended September 30, 2022, predominantly because of cost cutting and time saving initiatives that have been in place during slower periods.

Professionalfees

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 $19,898 or 24% in the three months ended September 30, 2023 as compared to in the three months ended September 30, 2022. Even though some professional fees have decreased as more responsibilities were transferred from outside contractors and consultants to in-house personnel, those fees related to investor relations and business development have increased due to new products lines and the impending release of the company’s updated SmartSole products.

Salesand marketing expenses

Sales and marketing expenses increased by 54% or $1,878 in three months ended September 30, 2023 in comparison to the three months ended September 30, 2022, this is primarily due to costs related to marketing the new 4G SmartSole.

Generaland administrative

General and administrative costs in three months ended September 30, 2023 increased by $22,019 or 14% in comparison to the three months ended September 30, 2022, mostly due to increases in investor relations expense.

Otherincome/(expense), net

Other expense, net increased 183% or $113,891 in the three months ended September 30, 2023 compared to the three months ended September 30, 2022. This increase was primarily as a result of the fair value expense related to the issuance of warrants in financing costs.

Netincome/(loss)

Net loss increased by 42% or $127,099 from Q3 2023 in comparison to Q3 2022 primarily as a result of the lower net profit margins that were related to increased product sales related costs and the fair value expense related to the issuance of warrants in financing costs.

NineMonths 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<br><br> Revenues					% of<br><br> Revenues
Product sales				72	%				67	%
Service income				28	%				33	%
IP royalties				0	%				0	%
Total revenues				100	%				100	%
Cost of products sold				73	%				49	%
Cost of service revenue				4	%				5	%
Cost of licensing revenue				0	%				0	%
Cost of goods sold				77	%				54	%
Gross profit				23	%				46	%
Operating expenses:
Wages and benefits				175	%				127	%
Professional fees				55	%				86	%
Sales and marketing expenses				3	%				6	%
General and administrative				86	%				52	%
Total operating expenses				319	%				271	%
Gain/(loss) from operations		)		-296	%		)		-226	%
Other (expense)/income, net		)		-132	%		)		-15	%
Net income/(loss)		)		-4280	%		)		-241	%

All values are in US Dollars.

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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.

Costof 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.

Wagesand 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.

Professionalfees

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.

Salesand 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.

Generaland 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.

Otherincome/(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.

Netincome/(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.

Liquidityand Capital Resources

As of September 30, 2023, we had $106,333 of cash and cash equivalents, and a working capital deficit of $3,730,701, compared to $8,534 of cash and cash equivalents and a working capital deficit of $3,233,209 as of December 31, 2022.

During the nine months ended September 30, 2023, our net loss was $887,291 compared to a net loss of $723,072 for the nine months ended September 30, 2022. Net cash used in operating activities in the nine months ended September 30, 2023 and in the nine months ended September 30, 2022 was $295,166 and $426,835, respectively.

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

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

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

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

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.

GoingConcern

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 $3,555,427 and negative working capital of $3,730,701 as of September 30, 2023 and used cash in operations of $295,166 during the current period then ended. A significant part of our negative working capital position at September 30, 2023 consisted of $1,669,402, of amounts due to various accredited investors of the Company for convertible promissory notes, loans and a letter of credit, net of discount. The Company anticipates further losses in the development of its business. Please see the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2022 for more information regarding risks associated with our business.

Off-BalanceSheet 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.

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CriticalAccounting Policies and Estimates

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

ITEM

3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM

4. CONTROLS AND PROCEDURES.

Evaluationof 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 30, 2023, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

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PART

II - OTHER INFORMATION

ITEM

1. LEGAL PROCEEDINGS.

None.

ITEM

1A. RISK FACTORS.

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

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.

ITEM

2 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

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.

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ITEM

6. EXHIBITS.

(a) Exhibits

3.1	Certificate of Designation on Issuance<br> 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<br> Purchase Agreement, filed on October 10, 2023^(4)^
3.5	Plan<br> 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<br> XBRL Instance Document
101.SCH	Inline<br> XBRL Taxonomy Extension Schema
101.CAL	Inline<br> XBRL Taxonomy Extension Calculation
101.DEF	Inline<br> XBRL Taxonomy Extension Definition
101.LAB	Inline<br> XBRL Taxonomy Extension Label
101.PRE	Inline<br> XBRL Taxonomy Extension Presentation
104	Cover<br> 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)<br>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.<br>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<br>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<br>by reference.

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

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Exhibit 3.1

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EXHIBIT 31.1

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Patrick E. Bertagna, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MetAlert, Inc. for the period ended September 30, 2023;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 21, 2023

	/s/ PATRICK E. BERTAGNA
Name:	Patrick E. Bertagna
Its:	Chief Executive Officer (Principal Executive Officer)

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EXHIBIT 31.2

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Alex McKean, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MetAlert, Inc. for the period September 30, 2023;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 21, 2023

	/s/ ALEX MCKEAN
Name:	Alex McKean
Its:	Chief Financial Officer (Principal Financial Officer)

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EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MetAlert, Inc. (the “Company”) on Form 10-Q, for the period ended September 30, 2023 as filed with the Securities and Exchange Commission, I, Patrick E. Bertagna, President, Chief Executive Officer and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 21, 2023

	/s/ PATRICK E. BERTAGNA
Name:	Patrick E. Bertagna
Its:	Chief Executive Officer (Principal Executive Officer)

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EXHIBIT32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of MetAlert, Inc. (the “Company”) on Form 10-Q, for the period ended September 30, 2023 as filed with the Securities and Exchange Commission, I, Alex McKean, Interim Chief Financial Officer, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: November 21, 2023

	/s/ ALEX MCKEAN
Name:	Alex<br> McKean
Its:	Chief<br> Financial Officer (Principal Financial Officer)