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10-Q

Metalert, Inc. (MLRT)

10-Q 2025-12-11 For: 2025-06-30
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Added on April 06, 2026
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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 ### June 30, 2025

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.)

117W. 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: 52,145,104 common shares issued and outstanding as of December 11, 2025.

METALERT

INC. AND SUBSIDIARIES

For

the quarter ended June 30, 2025

FORM

10-Q

PAGE NO.
PART I. FINANCIAL INFORMATION 3
Item<br> 1. Condensed<br> Consolidated Financial Statements (unaudited) 3
Condensed Consolidated Balance Sheets 3
Condensed Consolidated Statements of Operations 4
Condensed Consolidated Statements of Changes in Stockholders’ Deficit 5
Condensed Consolidated Statements of Cash Flows 7
Notes to Condensed Consolidated Financial Statements 8
Item<br> 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
Item<br> 3. Quantitative and Qualitative Disclosures About Market Risk 24
Item<br> 4. Controls and Procedures 24
PART II. OTHER INFORMATION 25
Item<br> 1. Legal Proceedings 25
Item<br> 1A. Risk Factors 25
Item<br> 2. Unregistered Sales of Equity Securities and Use of Proceeds 25
Item<br> 3. Defaults Upon Senior Securities 25
Item<br> 4. Mine Safety Disclosures 25
Item<br> 5. Other Information 25
Item<br> 6. Exhibits 25
Signatures 26 
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PART

I

ITEM

  1. FINANCIAL STATEMENTS

METALERT

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED BALANCE SHEETS

(Unaudited)

December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents 7,015 $ 53,501
Accounts receivable, net 16,967 11,870
Inventory 221,539 237,406
Investment in marketable securities 649 649
Other current assets 6,252 6,253
Total current assets 252,422 309,679
Property and equipment, net 17,145 18,333
Intangible assets, net 178,465 206,081
Total assets 448,032 $ 534,093
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable 178,406 $ 157,086
Accrued expenses 444,431 332,001
Accrued expenses, related parties 1,026,911 1,012,999
Accrued<br> expenses 1,026,911 1,012,999
Deferred revenues 11,420 9,244
Short-term debt – line of credit 76,881 85,642
Short-term debt - CARE loans 20,569 18,056
Convertible promissory notes, net of discount 1,621,000 1,552,250
Convertible notes, related parties, net of discount 1,232,193 1,232,193
Convertible<br> notes, related parties, net of discount 1,232,193 1,232,193
Notes payable 194,651 146,195
Notes payable – related parties 45,000 45,000
Notes<br> payable 45,000 45,000
Total current liabilities 4,851,462 4,590,666
Long-term convertible debt 230,000 260,000
Long-term debt - CARE loan 129,431 131,944
Total liabilities 5,210,893 4,982,610
Commitments and contingencies (Note 12) - -
Stockholders’ deficit:
Preferred stock series A, 0.001 par value; 1,000,000 shares authorized; 13,846 shares issued and outstanding<br> at June 30, 2025 and December 31, 2024 14 14
Preferred stock series B, 0.001 par value; 10,000 shares authorized, 3 and 3 issued and outstanding<br> at June 30, 2025 and December 31, 2024, respectively - -
Preferred stock series C, 0.001 par value; 1,000 shares authorized, 6 and 6 issued and outstanding<br> at June 30, 2025 and December 31, 2024, respectively - -
Preferred stock series D, 0.001 par value; 100,000 shares authorized, 75,000 and 75,000 issued and<br> outstanding at June 30, 2025 and December 31, 2024, respectively 8 8
Preferred stock series E, 0.001 par value; 200,000 shares authorized, 55,000 and 0 issued and outstanding<br> at June 30, 2025 and December 31, 2024, respectively 55 -
Preferred stock 55 -
Common stock, 0.0001 par value; 2,071,000,000 shares authorized; 37,710,876 and 34,745,931 shares issued<br> and outstanding at June 30, 2025 and December 31, 2024, respectively 3,771 3,474
Additional paid-in capital 25,212,730 25,122,881
Accumulated deficit (29,979,439 ) (29,574,894 )
Total stockholders’ deficit (4,762,861 ) (4,448,517 )
Total liabilities and stockholders’ deficit 448,032 $ 534,093

All values are in US Dollars.

See

accompanying notes to unaudited condensed consolidated financial statements.

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METALERT

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

2025 2024 2025 2024
Three Months Ended June 30, Six Months Ended June 30,
2025 2024 2025 2024
Product sales $ 8,132 $ 16,607 $ 22,501 $ 41,549
Service income 23,885 27,556 50,284 50,932
Total revenues 32,017 44,163 72,785 92,481
Cost of products sold 7,105 11,851 25,197 16,326
Cost of other revenue 3,965 3,082 8,249 3,737
Total cost of goods sold 11,070 14,933 33,446 20,063
Gross margin 20,947 29,230 39,339 72,418
Operating expenses:
Wages and benefits 38,752 48,918 116,818 131,801
Professional fees 25,000 11,138 46,974 67,420
Sales and marketing expenses 1,246 3,075 5,084 10,859
General and administrative 49,991 53,693 104,042 125,939
Total operating expenses 114,989 116,824 272,918 336,019
Loss from operations (94,042 ) (87,594 ) (233,579 ) (263,601 )
Other income/(expenses):
Amortization of debt discount (11,250 ) (8,836 ) (24,500 ) (20,236 )
Interest expense and financing costs (63,889 ) (57,428 ) (146,466 ) (121,165 )
Total other income/(expenses) (75,139 ) (66,264 ) (170,966 ) (141,401 )
Net loss $ (169,181 ) $ (153,858 ) $ (404,545 ) $ (405,002 )
Weighted average number of common shares outstanding - basic and diluted 37,710,876 33,845,931 36,972,212 33,672,305
Net income/(loss) per common share - basic and diluted $ (0.00 ) $ (0.00 ) $ (0.01 ) $ (0.01 )

See

accompanying notes to unaudited condensed consolidated financial statements.

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METALERT

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three

Months Ended June 30, 2025 and June 30, 2024 (Unaudited)

Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit (Deficit)
Series A<br> <br>Preferred Series B <br>Preferred Series C <br>Preferred Series D<br> <br>Preferred Series E<br> Preferred Common Shares Additional Total<br> <br>Stockholders’
Shares Shares Shares Shares Shares Shares Paid-In Accumulated Equity
Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit (Deficit)
Balance March 31, 2025 13,846 $ 14 3 $ - 6 $ - 75,000 8 - $ - 37,710,876 $ 3,771 $ 25,157,784 $ (29,810,258 ) $ (4,648,681 )
Issuance of preferred stock for financing - - - - - - - - 55,000 55 - - 54,945 - 55,000
Net (loss) - - - - - - - - - - - - - (169,181 ) (169,181 )
Balance June 30, 2025 13,846 $ 14 3 $ - 6 $ - 75,000 8 55,000 $ 55 37,710,876 $ 3,771 $ 25,212,730 $ (29,979,439 ) $ (4,762,861 )
Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit (Deficit)
Series A<br> <br>Preferred Series B<br><br> <br>Preferred Series C<br><br> <br>Preferred SeriesD<br><br> <br>Preferred Common Shares Additional Total<br> <br>Stockholders’
Shares Shares Shares Shares Shares Paid-In Accumulated Equity
Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit (Deficit)
Balance March 31. 2024 13,846 $ 14 3 $ - 6 $ - 75,000 $ 8 33,845,931 $ 3,385 $ 25,091,372 $ (28,997,774 ) $ (3,902,995 )
Net (loss) - - - - - - - - - - - (153,858 ) (153,858 )
Balance June 30, 2024 13,846 $ 14 3 $ - 6 $ - 75,000 8 33,845,931 $ 3,385 $ 25,091,372 $ (29,151,631 ) $ (4,056,852 ) 
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METALERT

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Six

Months Ended June 30, 2025 and June 30, 2024 (Unaudited)

Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit Deficit
Series A<br> <br>Preferred Series B <br>Preferred Series C <br>Preferred Series D<br> <br>Preferred Series E<br> Preferred Common Shares Additional Total
Shares Shares Shares Shares Shares Shares Paid-In Accumulated Stockholders’
Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit Deficit
Balance December 31, 2024 13,846 $ 14 3 $ - 6 $ - 75,000 $ 8 0 $ - 34,745,931 $ 3,475 $ 25,122,881 $ (29,574,894 ) $ (4,448,517 )
Issuance of common stock for services - - - - - - - - - - 75,000 7 1,193 - 1,200
Issuance of common stock for conversion of debt - - - - - - - - - 2,889,945 289 33,711 - 34,000
Issuance of preferred stock for financings - - - - - - - - 55,000 55 - - 54,945 - 55,000
Net income (loss) - - - - - - - - - - - - - (404,545 ) (404,545 )
Balance June 30, 2025 13,846 $ 14 3 $ - 6 $ - 75,000 $ 8 55,000 $ 55 37,710,876 $ 3,771 $ 25,212,730 $ (29,979,439 ) $ (4,762,861 )
Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit Deficit
--- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- --- ---
Series A<br> <br>Preferred Series B<br><br> <br>Preferred Series C<br><br> <br>Preferred Series D<br> <br>Preferred Common Shares Additional Total
Shares Shares Shares Shares Shares Paid-In Accumulated Stockholders’
Issued Amount Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit Deficit
Balance December 31, 2023 13,846 $ 14 3 $ - 6 $ - 15,000 $ 2 32,445,931 $ 3,245 $ 24,844,494 $ (28,746,629 ) $ (3,898,874 )
Balance 13,846 $ 14 3 $ - 6 $ - 15,000 $ 2 32,445,931 $ 3,245 $ 24,844,494 $ (28,746,629 ) $ (3,898,874 )
Issuance of common stock for services - - - - - - - - 1,400,000 140 46,884 - 47,024
Issuance of preferred stock for financings - - - - - - 60,000 6 - - 199,994 - 200,000
Net income (loss) - - - - - - - - - (405,002 ) (405,002 )
Balance June 30, 2024 13,846 $ 14 3 $ - 6 $ - 75,000 $ 8 33,845,931 $ 3,385 $ 25,091,372 $ (29,151,631 ) $ (4,056,852 )
Balance 13,846 $ 14 3 $ - 6 $ - 75,000 $ 8 33,845,931 $ 3,385 $ 25,091,372 $ (29,151,631 ) $ (4,056,852 )

See accompanying notes to unaudited condensed consolidated financial statements.

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METALERT

INC. AND SUBSIDIARIES

CONDENSED

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

2025 2024
Six Months Ended June 30,
2025 2024
Cash flows from operating activities
Net loss $ (404,545 ) $ (405,002 )
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization 29,789 43,919
Stock based compensation 1,200 47,024
Amortization of debt discount 24,500 20,236
Changes in operating assets and liabilities:
Accounts receivable (5,097 ) 168
Inventory 15,867 5,098
Other current and non-current assets - (1,463 )
Accounts payable and accrued expenses 133,077 (230,134 )
Accrued expenses - related parties 14,585 209,438
Deferred revenues 2,177 1,499
Accrued interest and financing costs 12,451 56,302
Net cash used in operating activities (175,996 ) (252,915 )
Cash flows from investing activities
Property and equipment purchases (984 ) (3,000 )
Net cash used in investing activities (984 ) (3,000 )
Cash flows from financing activities
Proceeds from issuance of convertible debt 50,000 200,000
Proceeds from issuance of debt 43,875 40,000
Proceeds from sale of preferred stock 55,000 -
Payments on notes (9,620 ) (14,930 )
Payments on debt (8,761 ) (8,019 )
Net cash provided by financing activities 130,494 217,051
Net change in cash and cash equivalents (46,486 ) (38,864 )
Cash and cash equivalents, beginning of period 53,501 68,440
Cash and cash equivalents, end of period $ 7,015 $ 29,576
Supplemental disclosure of cash flow information:
Income taxes paid $ - $ -
Interest paid $ 7,943 $ -
Supplemental disclosure of noncash investing and financing activities:
Issuance of common stock for conversion of debt and interest $ 34,000 $ -
Debt discount on convertible notes $ 7,500 $ 8,000

See

accompanying notes to unaudited condensed consolidated financial statements.

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METALERT

INC. AND SUBSIDIARIES

NOTES

TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR

THE SIX MONTHS ENDED JUNE 30, 2025 AND 2024

(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., Level 2 Security Products, Inc.

Global Trek Xploration, Inc. is a wearable technology company which designs, manufactures, sells, and distributes tracking and remote patient monitoring solutions for humans. Utilizing patent protected proprietary hardware, software, connectivity, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking platform, which provides real-time tracking and monitoring of people. 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 managed by Global Trek.

Level 2 Security Products, Inc. is in the high value non-human asset monitoring and recovery business for items such as firearms, vehicles, bikes, boats, ATVs, and a host of other valuable mobile assets which require oversight monitoring and theft recovery. Since the launch of the GunAlert firearm safety and theft recovery solution, the Company has been building relationships with government and non-profit organizations in order to build out product brand recognition. The GunAlert product is being introduced to Law Enforcement, government agencies and non-profits as a solution that addresses firearm suicide prevention, and additionally to the direct to the gun owner community, which estimates there are over 400 million firearms in the U.S. with approximately 4 million new gun owners each year.

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

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 six months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2024, 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.

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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 $4,762,861 and negative working capital of $4,569,040 as of June 30, 2025 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 ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or obtaining the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The Company’s ability to raise additional capital through the future issuances of debt or equity is unknown. The ability to obtain additional financing, the successful development of the Company’s contemplated plan of operations, or its ability to achieve profitable operations are necessary for the Company to continue operations, and there is no assurance that these can be achieved. The ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

2.

SIGNIFICANT ACCOUNTING POLICIES

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.

We derive our revenues primarily from hardware sales, subscription services fees, IP licensing and professional services fees. Hardware includes our SmartSole, GunTracker, Military and other Stand-Alone Devices. Subscription services revenues consist of fees from customers accessing our Geo-Location cloud-based platform through subscription or license fee, that are billed monthly, quarterly, semi-annual or annually.

Product sales

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

Services Income

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

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Other revenue can include various items, such as our professional services arrangements that are recognized on a time and materials basis. Professional services revenues recognized on a time and materials basis are measured monthly based on time incurred and contractually agreed upon rates. Certain professional services revenues are based on fixed fee arrangements and revenues are recognized based on the proportional performance method. In some cases, the terms of our time and materials and fixed fee arrangements may require that we defer the recognition of revenue until contractual conditions are met. Data services and training revenues are generally recognized as the services are performed. Additionally, we have had non-compete revenue from the sale of assets, engineering, and design work, all of which are recognized over the term of the agreed contracts.

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 $5,869 as of June 30, 2025 and as of December 31, 2024. 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 June 30, 2025 and 2024, 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.

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. 
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| --- | | 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 June 30, 2025 and December 31, 2024 and for the years then ended include the accounts of MetAlert, Inc. and the following wholly-owned subsidiaries Global Trek Xploration and Level 2 Security Products, Inc.

All Intercompany transactions have been eliminated upon consolidation.

Concentrations

We rely on one German manufacturer to supply us with our GPS SmartSole and one supplier for the Gun Tracker in China. However, the Company constantly looks to have redundances in sourcing, etc. and are looking for additional sources in the US and Mexico for manufacturing. However, the loss of any of these manufacturers could severely impede our ability to manufacture the GPS SmartSole and Gun Tracker, and thus as we increase production we are looking to augment and grow our vendors and supply chains accordingly.

As of June 30, 2025, the Company had three customers representing approximately 10% or more of sales and five customers representing approximately 10% or more of total accounts receivable, respectively. The Company had four customers representing more than 10% of sales and three customers representing approximately 10% or more of total accounts receivable, respectively, for the period ended June 30, 2024.

Stock-basedCompensation

The Company accounts for share-based awards to employees and nonemployees 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.

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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

2025 2024
June 30,
2025 2024
Warrants 180,000 200,000
Preferred B shares 18,462 18,462
Preferred C shares 6,154 6,154
Preferred D shares 7,500,000 7,500,000
Preferred E shares 5,500,000 -
Conversion shares upon conversion of notes 134,443,240 114,808,847
Total 147,647,856 122,533,463

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

Other recent accounting pronouncements issued by the FASB did not or are not believed by management to have a material impact on the Company’s present or future consolidated financial statements.

3.

INVESTMENT IN MARKETABLE SECURITIES

The

company owns common stock shares in two entities that previously had readily determinable values based on observable market prices. As of June 30, 2025 and December 31, 2024 the value was $649, respectively.

4.

INVENTORY

Inventories consist of the following:

SCHEDULE OF INVENTORY

June 30,<br><br> <br>2025 December<br> 31,<br><br> <br>2024
Raw materials $ 12,766 $ 12,766
Finished goods 208,773 224,640
Total Inventories $ 221,539 $ 237,406 
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5.

PROPERTY AND EQUIPMENT

Property and equipment, net, consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

June<br> 30,<br><br> <br>2025 December<br> 31,<br><br> <br>2024
Software $ 25,890 $ 25,890
Website development 91,622 91,622
Software development 399,648 399,647
Equipment 10,404 9,420
Property and equipment,<br> gross 10,404 9,420
Less: accumulated depreciation (510,419 ) (508,246 )
Total property and equipment, net $ 17,145 $ 18,333

Depreciation

expense for the period ended June 30, 2025 and 2024 was $2,173 and $16,130, respectively, and is included in general and administrative expenses.

6.

INTANGIBLE ASSETS

Intangible assets, net, consists of the following:

SCHEDULE OF INTANGIBLE ASSETS

June<br> 30,<br><br> <br>2025 December<br> 31,<br><br> <br>2024
Trademarks $ 3,308 $ 3,308
Acquired intangible assets 276,157 276,157
Intangible assets, gross 276,157 276,157
Less: accumulated amortization (101,000 ) (73,384 )
Total intangible assets, net $ 178,465 $ 206,081

Amortization

expense for the period ended June 30, 2025, and 2024 was $27,616 and $27,789 respectively, and is included in general and administrative expenses.

7.

NOTES AND LOANS PAYABLE

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

SUMMARY

                                                                                            OF COMPONENTS OF OUR SHORT-TERM BORROWINGS
June<br> 30,<br><br> <br>2025 December<br> 31,<br><br> <br>2024
(a) Term loan $ 146,195 $ 146,195
(a) Term loan 48,456 $ -
(b) Revolving line of credit 7,000 7,000
(c) Revolving line of credit - converted to term loan 69,881 78,642
Total $ 271,532 $ 231,837

(a)Term loans

Prior to 2023, the Company entered into term loans with third parties at an interest rate of 5% per annum, for which certain of these adjusted to 10% upon default. These notes total $146,195 and are past due.

During

the first quarter ended March 31, 2025, the Company entered into a term loan agreement with a third party for $60,300, which includes interest of $15,300 and weekly payments of $1,160 over the next 52 payment periods.

(b)Line of Credit

The

Company had a revolving line of credit with an accredited investor for up to $500,000, which is no longer active.

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The

line boar interest of 8.5%. As of June 30, 2025, the facility had a residual balance is $7,000.

(c) Line of Credit – Converted to Term Loan

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 maximum borrowing amount of $100,000. The balance at June 30, 2025 and December 31, 2024 was $69,881 and $78,642, respectively, with $0 having been borrowed and $7,493 paid back during June 30, 2025. This line of credit has been converted to a term loan with a fixed monthly payment schedule, with no additional line available.

8.

CONVERTIBLE PROMISSORY NOTES

As

of June 30, 2025 and December 31, 2024, the Company had a total of $1,851,000 and $1,812,250, respectively, of outstanding convertible notes payable, which consisted of the following:

SCHEDULE

OF CONVERTIBLE NOTES PAYABLE

June<br> 30,<br><br> <br>2025 December<br> 31,<br><br> <br>2024
a) Convertible Notes – with fixed conversion, legacy debt $ 415,500 $ 415,500
b) Convertible Notes – with fixed conversion 1,130,000 1,072,500
c) Convertible Notes – with fixed conversion and OID 108,000 108,000
d) Convertible Note – with variable conversion 11,250 47,000
e) Notes issued in relation to acquisition – with fixed conversion 200,000 200,000
Total convertible notes,<br> net of debt discount 200,000 200,000
Less: Debt discount (13,750 ) (30,750 )
Total convertible notes, net of debt discount $ 1,851,000 $ 1,812,250
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 12% 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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b) Convertible<br> notes totaling $927,500 have interest rates between 5% and 10% and are convertible in common shares between $0.35 and $4.00, and<br> are considered short-term, and another $202,500 of notes still considered long-term and bearing interest rates at 10% and conversion<br> rates ranging between $0.01 - $0.035.
c) Notes<br> totaling $108,000 have an OID of 20%, an interest rate of 10% and a conversion rate of $0.030.
d) On<br> December 23, 2024, the Company entered into an unsecured short-term loan agreement with a third party for an aggregate of $68,000<br> with a 35% discount to market rate, if the note was not paid back by September 30, 2024. As of June 30, 2025, payments of $22,750<br> and note conversions totaling $34,000 have been made on note.
e) Notes<br> totaling $200,000 were issued in relation to the acquisition of Level 2 Securities and bear a 10% interest rate and are convertible<br> into the Company’s common shares at $0.01.

9.CARE Loans

SCHEDULE OF LOANS PAYABLE

June<br> 30,<br><br> <br>2025 December<br> 31,<br><br> <br>2024
a) EIDL loan – short term $ 20,569 $ 18,056
a) EIDL loan – long term 129,431 131,944
Total CARE loans $ 150,000 $ 150,000 
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(a)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.

A minimum installment interest payment plan was offered by the SBA, and we are making those payments while we are waiting for confirmation of an adjustment or the forgiveness of the loan. As of June 30, 2025, short term amounts due under the loan include planned principal payments in the next twelve months and any payments considered past due.

10.

RELATED PARTY TRANSACTIONS

ConvertibleNotes Due to Related Parties

During the period ended June 30, 2025 and December 31, 2024, there was no change in related party notes.

The

holders of the related party convertible notes can convert the notes into common shares at any time, into the Company’s common shares at $0.01 to $0.14 per share; however, they are limited to convert 50% of the outstanding principal and interest of their notes, with the remaining due in cash.

Accrued

wages and costs - In order to preserve cash for other working capital needs, various officers, members of management, employees and directors agreed to defer portions of their wages and sometimes various out-of-pocket expenses since 2011. As of June 30, 2025, and December 31, 2024, the Company owed $195,791, 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. There were no new related party transactions in the quarter ended June 30, 2025.

OfficerLoans

From

time-to-time our officers have loaned funds on a short-term basis for operational needs. These loans bear interest at 10% per annum. As of June 30, 2025 and December 31, 2024, the balances on these loans were $45,000 and $45,000, respectively.

11.

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

The

Company is authorized to issue 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. Holders of Series A preferred shares, shall be entitled to vote on all matters of the corporation, and shall have the majority vote of the board of directors.

PreferredStock – Series B

The

Company is authorized to issue 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 $0.1625. 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.

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PreferredStock – Series C

The

Company authorized to issue 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 $0.975. 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.

PreferredStock – Series D

The

Company is authorized to issue 100,000 shares of preferred stock to be designated available for Series D preferred shares that have a convertible value into 100 shares of the Company’s common stock. The holder(s) of the shares of Series D Preferred Stock shall have no other rights, privileges or preferences with respect to the Series D Preferred Stock. The Series D preferred shares shall have a fixed conversion price equal to 100 shares of common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock.

During the period ended June 30, 2025, the Company did not issue any Series D preferred shares.

During

the period ended March 31, 2024, the Company issued 60,000 Series D preferred shares and to an accredited investor for their $200,000 investment in the financing. The Series D preferred shares shall have a fixed conversion price equal to 100 share’s of common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock.

PreferredStock – Series E

The

Company is authorized to issue 200,000

shares

of preferred stock to be designated available for Series E Preferred shares. The Series E Preferred shares shall have a fixed conversion price equal to 100

shares

of common stock for each Series E Preferred share, at the holders’ option, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock. In addition, Series E Preferred stock shall be redeemable by and at the sole discretion of the Company at the stated value, initially set to $1.00 per share, after 20 business days’ written notice, if the price of the Company’s Common Stock closes above $0.20 per share for ten (10) consecutive trading days. Each share of Series E Preferred stock shall be entitled to 1 (1) vote on all matter voted upon by the shareholders of the Company.

During

the period ended June 30, 2025, the Company issued 55,000 Series E preferred shares and to an accredited investor for their $55,000 investment in the financing.

CommonStock

Shares issued for services rendered are expensed as stock-based compensation in the accompanying consolidated statement of operations under professional fees.

During

the period ending June 30, 2025, the Company issued 75,000 shares of its common stock to a consultant for services valued at $1,200 and 2,889,945 of its common stock for conversions on a convertible note valued at $34,000.

During

the period ending June 30, 2024, the Company issued 1,400,000 shares of its common stock to consultant for services valued at $47,204.

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. As of June 30, 2025, the number of warrants outstanding was 180,000.

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A summary of the Company’s warrant activity and related information is provided:

SCHEDULE OF WARRANT ACTIVITY

Exercise<br> Price Number<br> of<br><br> <br>Warrants
Outstanding and exercisable at December 31, 2024 180,000
Warrants exercised -
Warrants granted -
Warrants expired -
Outstanding and exercisable at June 30, 2025 180,000

All values are in US Dollars.

SCHEDULE OF STOCK WARRANT EXERCISE PRICE RANGE

Stock Warrants as of June 30, 2025
Exercise Warrants Remaining Warrants
Price Outstanding Life (Years) Exercisable
$ 0.15 100,000 .62 100,000
$ 0.045 50,000 4.19 50,000
$ 0.034 30,000 4.30 30,000

During the period ended June 30, 2025, the Company had no warrant activity.

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 June 30, 2025.

No options were granted during the period ending June 30, 2025.

12.

COMMITMENTS & CONTINGENCIES

Contingencies

From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events. As of June 30, 2025, there was no pending or threatened litigation against the Company.

13.

SUBSEQUENT EVENTS

Subsequent to June 30, 2025, the

Company issued an aggregate of 14,434,228 shares of common stock for the conversion of convertible debt with principal value of $30,227.

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ITEM

  1. 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.

Overview

MetAlert Inc., a Nevada Corporation, headquartered in Los Angeles, has developed a suite of products and solutions, powered by a proprietary real time tracking technology platform, allowing remote monitoring, location-based tracking, health data collection of humans, and theft recovery for high value assets. Many of the products have a wide range of applications, focusing on addressing two pressing global problems: remote patient monitoring for people with cognitive decline, and the safety and recovery of firearms and other high value assets. Approximately 3% of the world’s population has a form of cognitive impairment, such as Alzheimer’s, dementia, autism and traumatic brain injury. And there are over 400 million firearms just in the United States alone. Each represents sizeable markets which Metalert has patent protected products and solutions for, that generate revenues both from product sales and ongoing high margin recurring subscription service fees. The Company sells both B2B and B2C, with international distributors supporting customers across North American, South America and Europe.

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. and effected a 1-for-65 reverse stock split of its issued and outstanding stock (OTC Pinks: MLRT). After the name change the Company maintained its ownership of its two wholly owned subsidiaries. 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, we acquired Level 2 Security, LLC and merged it into a new 100% wholly owned subsidiary Level 2 Security Products, Inc. During that period, the operations of LOCiMobile, Inc., another 100% wholly owned subsidiary, was consolidated under Global Trek Xploration and the corporate entity was dissolved. MetAlert now owns 100% of the issued and outstanding capital stock of its two operating subsidiaries - Global Trek Xploration, Inc. and Level 2 Security Products, Inc. The LOCiMOBILE digital assets are now under the management of the parent company MetAlert and remain there, post dissolution, of the corporate entity (LOCiMobile, Inc.).

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In the first quarter of 2024, we launched the Gen 2 version of the GunAlert product, across multiples channels, with a high focus on government agencies. Level 2 Security Products, Inc. is in the high value non-human asset monitoring and recovery business for items such as firearms, vehicles, bikes, boats, ATVs, and a host of other valuable mobile assets which require oversight monitoring and theft recovery.

Global Trek Xploration, Inc. is a wearable technology company which designs, manufactures, sells, and distributes tracking and remote patient monitoring solutions for humans, by utilizing patent protected proprietary hardware, software, connectivity, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking platform, which provides real-time tracking and monitoring of people. 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 managed by Global Trek.

Other technology that the Company has developed or resells includes health and safety monitoring products and wellness products that are complementary to our main product lines and general mission of providing life changing and saving technology.

We believe the steps we took in 2024 to launch the Gen 2 version of GunAlert will start to yield the results in the coming months that we have been stiving towards. We currently have hundreds of SmartSoles on back order and have multiple government contracts in the review process for GunAlert, however during the first quarter of 2025 due to a change in administration cuts, and the uncertainty caused from the tariff fluctuations from various countries we manufacture in, we saw a complete stall in both manufacturing and government sales. As both these situations (tariffs and government budgets) start to sort out, we expect our business to ramp back up. During the second quarter of 2025, we stopped manufacturing SmartSoles in the U.S. because many of our components were still coming from China and the fluctuation in tariffs created an untenable environment. As an offset, we have been ordering more finished product from our OEM partner in Germany, which has helped to stabilize inventory shortages and prevent significant cost hikes. We plan to continue sourcing finished products from our OEM German partner for the remainder of 2025 or until tariffs with China stabilize.

Operations

The Company designs, develops, manufactures, sells, and distributes health and safety monitoring products and services, along with other related medical supplies and equipment, and asset theft and recovery products and services, all 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, retailers and direct to consumer. 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.

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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 June 30, 2025 (“Q21 2025”) Compared to the Three Months Ended June 30, 2024 (“Q21 2024”)

Three Months Ended June 30,
2025 2024
% of Revenues % of Revenues
Product sales 25 % 39 %
Service income 75 % 61 %
Total revenues 100 % 100 %
Cost of products sold 22 % 26 %
Cost of service revenue 12 % 7 %
Cost of goods sold 35 % 33 %
Gross profit 65 % 67 %
Operating expenses:
Wages and benefits 121 % 109 %
Professional fees 78 % 25 %
Sales and marketing expenses 4 % 7 %
General and administrative 156 % 120 %
Total operating expenses 359 % 260 %
Loss from operations ) -294 % ) -194 %
Other expense, net ) -235 % ) -194 %
Net loss ) -528 % ) -342 %

All values are in US Dollars.

Revenues

Revenues were $32,017 for the three months ended June 30, 2025, compared to $44,163 for the three months ended June 30, 2024, representing a decrease of 28%. We currently have numerous SmartSole orders that cannot be fulfilled and have multiple government contracts in the review process for GunAlert; however during the first and second quarter of 2025 due to a change in administration cuts, and the uncertainty caused from the tariff fluctuations from various countries we manufacture in, we saw a complete stall in both manufacturing and government sales. As both these situations (tariffs and government budgets) start to sort out, we expect our business to ramp back up.

As a result, during the 2nd quarter ended June 30, 2025, we did not meet our overall revenue goals. We did however see some positive trends with international subscriptions increasing their growth by 22% for the period ended Q2 2025 as compared to Q2 2024 indicating that the international distributors are selling their inventory into the marketplace in their respective countries.

During the quarter ended June 30, 2025, the Company’s customer base and revenue streams were comprised of approximately 46% B2B (Wholesale Distributors and Enterprise Institutions), 54% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon and Google).

During the quarter ended June 30, 2024, the Company’s customer base and revenue streams were comprised of approximately 51% B2B (Wholesale Distributors and Enterprise Institutions), 49% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon and Google).

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Costof goods sold

Cost of goods sold were $11,069 for the three months ended June 30, 2025, compared to $14,934 for the three months ended June 30, 2024, representing an decrease of 26%. This decrease was primarily due to the lower revenue product sales, which led to less related cost of goods sold. We expect our margins to normalize with greater volume of products sold.

We continue to work with all our suppliers to reduce unnecessary expenses related to production inefficiencies in order to position ourselves to maximize profits as we scale back up.

Wagesand benefits

Wages and benefits decreased by 21% or $10,166 for the three months ended June 30, 2025, as compared to three months ended June 30, 2024, because of cost cutting and time saving initiatives, including the entire senior management team deferring or forgoing salaries.

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 increased $13,862 or 124% in the three months ended June 30, 2025, as compared to in the three months ended June 30, 2024. The increase was primarily related to accounting fees for filings.

Salesand marketing expenses

Sales and marketing expenses decreased by 59% or $1,829 in three months ended June 30, 2025, in comparison to the three months ended June 30, 2024. The decrease was primarily due to the delays from tariffs and government budgeting affecting the closing and timing of sales and marketing plans.

Generaland administrative

General and administrative costs in three months ended June 30, 2025, decreased by $3,702 or 7% in comparison to the three months ended June 30, 2024, mostly due to decreases in investor and public relations expense.

Otherexpense

Other expense, net increased 13% or $8,875 in the three months ended June 30, 2025, compared to the three months ended June 30, 2024. This increase was primarily as a result of the increase in interest expense, the amortization of debt discounts and financing costs.

Netloss

Net loss increased by 10% or $15,323 for in the three months ended June 30, 2025, compared to the three months ended June 30, 2024. This increase, primarily due to the lower revenues and increase interest expense described above.

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SixMonths Ended June 30, 2025 (“Q1 and Q2 20254”) Compared to the Six Months Ended June 30, 2024 (“Q1 and Q2 2024”)

Six Months Ended June 30,
2025 2024
% of Revenues % of Revenues
Product sales 31 % 45 %
Service income 69 % 55 %
Total revenues 100 % 100 %
Cost of products sold 35 % 18 %
Cost of service revenue 11 % 4 %
Cost of goods sold 46 % 22 %
Gross profit 54 % 78 %
Operating expenses:
Wages and benefits 160 % 143 %
Professional fees 65 % 73 %
Sales and marketing expenses 7 % 12 %
General and administrative 143 % 136 %
Total operating expenses 375 % 356 %
Gain (loss) from operations ) -321 % ) -278 %
Other income (expense), net ) -235 % ) -153 %
Net income (loss) ) -556 % ) -431 %

All values are in US Dollars.

Revenues

Revenues as a whole in Q1 and Q2 2025 decreased by 21% or $19,696 in comparison to Q1 and Q2 2024. We currently have numerous SmartSole orders that cannot be fulfilled and have multiple government contracts in the review process for GunAlert; however during the first and second quarter of 2025 due to a change in administration cuts, and the uncertainty caused from the tariff fluctuations from various countries we manufacture in, we saw a complete stall in both manufacturing and government sales. As both these situations (tariffs and government budgets) start to sort out, we expect our business to ramp back up.

During the period ended June 30, 2025, 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).

During the period ended June 30, 2024, the Company’s customer base and revenue streams were comprised of approximately 56% B2B (Wholesale Distributors and Enterprise Institutions), 44% 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 increased by 67% or $13,383 during Q1 and Q2 2025 in comparison to Q1 and Q2 2024. This increase was primarily due to the adjustments made to the mix of revenue and certain adjustments to inventory made in the first and second quarters of 2025.

We continue to work with all our suppliers to reduce unnecessary expenses related to production inefficiencies in order to position ourselves to maximize profits as we scale back up.

Wagesand benefits

Wages and benefits during Q1 and Q2 2025 decreased by 11% or $14,983 in comparison to Q1 and Q2 2024, because of cost cutting and time saving initiatives.

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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 $20,446 or 30% during Q1 and Q2 2025 as compared to Q1 and Q2 2024. The decrease was primarily related to reduction in stock-based compensation during the periods and decreases in our 10K audit fees from the prior year.

Salesand marketing expenses

Sales and marketing expenses decreased by 53% or $5,775 during Q1 and Q2 2025 in comparison to Q1 and Q2 2024.

The decrease was primarily due to the delays from tariffs and government budgeting affecting the closing and timing of sales and marketing plans.

Generaland administrative

General and administrative costs during Q1 and Q2 2025 decreased by $21,897 or 17% in comparison to Q1 and Q2 2024, mostly due to decreases in investor and public relations expense.

Otherincome/(expense), net

Other expense, net increased 21% or $29,565 from Q1 and Q2 2025 to Q1 and Q2 2024. This increase was primarily as a result of the increases in interest expense and the amortization of debt discounts.

Netincome/(loss)

Net loss decreased by less than 1% or $457 from Q1 and Q2 2025 to Q1 and Q2 2024. This decrease, was primarily due to lower operating expenses as described above offsetting any revenue or other expense variances.

Liquidityand Capital Resources

As of June 30, 2025, we had $7,015 of cash and cash equivalents, and a working capital deficit of $4,569,040, compared to $53,501 of cash and cash equivalents and a working capital deficit of $4,280,987 as of December 31, 2024.

During the six months ended June 30, 2025, our net loss was $404,545 compared to a net loss of $405,002 for the six months ended June 30, 2024. Net cash used in operating activities in the six months ended June 30, 2025 and in the six months ended June 30, 2024, was $175,996 and $252,915, respectively.

Net cash used in investing activities during the three months ended June 30, 2025 and June 30, 2024 was $984 and $3,000, respectively.

Net cash provided by financing activities during the six months ended June 30, 2025, was $130,494 and consisted of $43,875 received for the issuance of a notes payable, $55,000 from the sale of preferred stock and $50,000 for a convertible note and payments to the line of credit of $8,761 and debt of $9,620. Net cash provided by financing activities during the six months ended June 30, 2024, was $217,051 and consisted of $40,000 received from the issuance of debt, $200,000 received for the issuance of preferred shares, and payments to the line of credit of $8,019 and debt of $14,930.

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 2025, although the amount of revenues we receive in 2025 still cannot be estimated.

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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 2025. 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 2025. 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, as well as our new product development costs, during the first quarter of 2025, 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 $4,762,861 and negative working capital of $4,569,040 as of June 30, 2025 and used cash in operations of $175,996 during the current period then ended. 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, 2024, 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.

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, 2024.

ITEM

  1. 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

  1. CONTROLS AND PROCEDURES.

Evaluationof Disclosure 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 June 30, 2025, for the reasons set forth below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective 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.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, we are not required to provide information required by this Item.

ITEM2.(a). UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

On January 23, 2025, an investor converted part of a note into 895,522 shares of common stock with a value of $12,000.

On January 28, 2025, an investor converted part of a note into 895,522 shares of common stock with a value of $12,000.

On February 21, 2025, we issued 75,000 shares of common stock with a value of $1,200 to a consultant for services.

On March 20, 2025, an investor converted part of a note into 1,098,901 shares of common stock with a value of $10,000.

On July 11, 2025, the Company entered into a convertible promissory note in the amount of $25,000 with an investor. The convertible promissory note agreement bears interest at ten (10%) percent and has a one (1) year maturity date. The note may be repaid in whole or in part any time prior to maturity. The promissory note is convertible at the investor’s sole discretion into common stock shares at conversion prices at $0.01 each.

On July 17, 2025, the Company entered into an Addendum to the terms of a note with an investor, dated April 26, 2023, whereby the note’s conversion price was adjusted from $4.00 to a 30% discount to market.

The issuance of the above shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended, in reliance on the exemptions provided by Regulation D and Section 4(a)(2), as applicable under the Securities Act.

ITEM

  1. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM

  1. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM

  1. OTHER INFORMATION.

None.

ITEM

  1. EXHIBITS.

(a) Exhibits

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) 
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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> December 11, 2025 By: /s/ ALEX MCKEAN
Alex<br> McKean,
Chief<br> Financial Officer (Principal Financial Officer)
Date:<br> December 11, 2025 By: /s/ PATRICK BERTAGNA
--- --- ---
Patrick<br> Bertagna,
Chief<br> Executive Officer 
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EXHIBIT31.1

CERTIFICATIONSPURSUANT TO

SECTION302 OF

THESARBANES-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 June 30, 2025;

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: December 11, 2025

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

EXHIBIT31.2

CERTIFICATIONSPURSUANT TO

SECTION302 OF

THESARBANES-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 June 30, 2025;

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: December 11, 2025

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

EXHIBIT32.1

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 June 30, 2025 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: December 11, 2025

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

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 June 30, 2025 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: December 11, 2025

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

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