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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended ~~September~~March 3031, ~~2024~~2025

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

For the transition period from __________ to __________

Commission file number 000-53046

MetAlert, Inc.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices) (Zip Code)

(213) 489-3019

(Registrant’s telephone number, including area code)

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

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

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

Yes ☐ No ☒

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

Yes ☐ No ☒

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

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

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

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

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 3437,~~745~~710,~~931~~876 common shares issued and outstanding as of ~~November~~July 1417, ~~2024~~2025.

METALERT INC. AND SUBSIDIARIES

For the quarter ended ~~September~~March 3031, ~~2024~~2025

FORM 10-Q

		PAGE NO.
PART I. FINANCIAL INFORMATION		3
Item 1.	Condensed Financial Statements	3
	Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023 (unaudited)	3
	Condensed Consolidated Balance Sheets at March 31, 2025 (unaudited) and December 31, 2024 (unaudited)	3
	Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2024 and 2023 (unaudited)	4
	Condensed Consolidated Statements of Operations for the three months ended March 31, 2025 and 2024 (unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (unaudited)	5-6
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three months ended March 31, 2025 and 2024 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited)	7
	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2025 and 2024 (unaudited)	6
	Notes to Condensed Consolidated Financial Statements (unaudited)	87
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1918
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2623
Item 4.	Controls and Procedures	2623
PART II. OTHER INFORMATION		23
Item 1.	Legal Proceedings	2623
Item 1A.	Risk Factors	2623
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2623
Item 3.	Defaults Upon Senior Securities	2624
Item 4.	Mine Safety Disclosures	2624
Item 5.	Other Information	2624
Item 6.	Exhibits	2724
	Signatures	2825

PART I

ITEM 1. FINANCIAL STATEMENTS

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
ASSETS
Current assets:
Cash and cash equivalents	$	2940,~~308~~641		$	6853,~~440~~501
Accounts receivable, net		2421,~~297~~293			1711,~~408~~870
Inventory		~~225~~224,~~351~~464			~~231~~237,~~818~~406
Investment in marketable securities		649			649
Other current assets		46,~~079~~253			46,~~339~~253
Total current assets		~~283~~293,~~684~~300			~~322~~309,~~654~~679
Intangible assets, net		219,888			261,761
Property and equipment, net		18,272			18,333
Property and equipment, net		11,159			25,780
Intangible assets, net		192,273			206,081
Total assets	$	~~514~~503,~~731~~845		$	~~610~~534,~~195~~093
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	~~198~~177,~~090~~294		$	~~264~~157,~~671~~086
Accrued expenses		~~242~~391,~~930~~600			~~327~~332,~~338~~001
Accrued expenses, related parties		1,~~033~~021,~~125~~341			~~762~~1,~~365~~012,999
Accrued expenses		~~242~~391,~~930~~600			~~327~~332,~~338~~001
Deferred revenues		78,~~646~~642			69,~~505~~244
Short-term debt – line of credit		8981,~~886~~291			~~102~~85,~~040~~642
Short-term debt - CARE loans		1619,~~778~~306			1218,~~972~~056
Convertible promissory notes, net of discount		1,~~610~~637,250			1,~~484~~552,~~142~~250
Convertible notes, related parties, net of discount		1,232,193			1,~~219~~232,~~313~~193
Convertible promissory notes, net of discount		1,~~610~~637,250			1,~~484~~552,~~142~~250
Notes payable		~~146~~203,~~195~~915			146,195
Notes payable – related parties		4746,~~100~~500			4645,~~500~~000
Notes payable		~~146~~203,~~195~~915			146,195
Total current liabilities		4,~~624~~819,~~193~~332			4,~~372~~590,~~041~~666
Long-term debt - CARE loan		133,222			137,028
Long-term convertible debt		202,500			260,000
Total liabilities		4,757,415			4,509,069
Long-term debt - CARE loan		130,694			131,944
Commitments and contingencies		-			-
Total liabilities		5,152,526			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 at September 30, 2024 and December 31, 2023		14			14
Preferred stock series A, $0.001 par value; 1,000,000 shares authorized; 13,846 shares issued and outstanding at March 31, 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 at September 30, 2024 and December 31, 2023, respectively		-			-
Preferred stock series B, $0.001 par value; 10,000 shares authorized, 3 and 3 issued and outstanding at March 31, 2025 and December 31, 2024, respectively		-			-
Preferred stock series C, $0.001 par value; 1,000 shares authorized, 6 and 6 issued and outstanding at September 30, 2024 and December 31, 2023, respectively		-			-
Preferred stock series C, $0.001 par value; 1,000 shares authorized, 6 and 6 issued and outstanding at March 31, 2025 and December 31, 2024, respectively		-			-
Preferred stock series D, $0.001 par value; 100,000 shares authorized, 75,000 and 15,000 issued and outstanding at September 30, 2024 and December 31, 2023, respectively		8			2
Preferred stock series D, $0.001 par value; 100,000 shares authorized, 75,000 and 75,000 issued and outstanding at March 31, 2025 and December 31, 2024, respectively		8			8
Preferred stock		8			28
Common stock, $0.0001 par value; 2,071,000,000 shares authorized; 34,345,931 and 32,445,931 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		3,435			3,245
Common stock, $0.0001 par value; 2,071,000,000 shares authorized; 37,710,876 and 34,745,931 shares issued and outstanding at March 31, 2025 and December 31, 2024, respectively		3,771			3,474
Additional paid-in capital		25,~~103~~157,~~322~~784			2425,~~844~~122,~~494~~881
Accumulated deficit		(29,~~349~~810,~~463~~258	)		(2829,~~746~~574,~~629~~894	)
Total stockholders’ deficit		(4,~~242~~648,~~684~~681	)		(34,~~898~~448,~~874~~517	)
Total liabilities and stockholders’ deficit	$	~~514~~503,~~731~~845		$	~~610~~534,~~195~~093

See accompanying notes to unaudited condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	2024			2023			2024			2023
	2025			2024
	Three Months Ended September 30,						Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023			2024			2023
	2025			2024
Product sales	$	2414,~~556~~369		$	5824,~~940~~942		$	~~66,105~~		$	~~149,562~~
Service income		2726,~~472~~399			2623,~~801~~376			~~78,404~~			~~57,710~~
Total revenues		5240,~~028~~768			8548,~~741~~318			~~144,509~~			~~207,272~~
Cost of products sold		2618,~~718~~092			844,~~458~~474			~~43,044~~			~~151,239~~
Cost of other revenue		5,997			1,206			9,735			8,105
Cost of service revenue		4,285			655
Total cost of goods sold		3222,~~715~~377			855,~~664~~129			~~52,779~~			~~159,344~~
Gross margin		1918,~~313~~391			7743,189			~~91,730~~			~~47,928~~
Operating expenses:
Wages and benefits		6578,~~460~~066			~~120~~82,~~865~~883			~~197,261~~			~~363,359~~
Professional fees		2421,~~444~~974			6156,~~995~~282			~~91,865~~			~~113,917~~
Sales and marketing expenses		53,~~403~~838			57,~~372~~785			~~16,263~~			~~5,352~~
General and administrative		5754,~~747~~050			6572,~~232~~246			~~183,685~~			~~178,690~~
Total operating expenses		~~153~~157,~~054~~928			~~253~~219,~~464~~196			~~489,074~~			~~661,318~~
Loss from operations		(~~133~~139,~~741~~537	)		(~~253~~176,~~387~~007	)		~~(397,344~~	)		~~(613,390~~	)
Other income/(expenses):
Other expenses:
Gain/(loss) on settlement of debt		-			-			-			44,217
Amortization of debt discount		(13,250	)		(11,400	)
Gain/(loss) on marketable securities		-			-			-			(34	)
Interest expense and financing costs		(82,577	)		(63,738	)
Amortization of debt discount		(4,681	)		(21,028	)		(24,917	)		(63,247	)
Total other expenses		(95,827	)		(75,138	)
Interest expense and financing costs		(59,410	)		(155,146	)		(180,573	)		(254,836	)
Net loss	$	(235,364	)	$	(251,145	)
Total other income/(expenses)		(64,091	)		(176,174	)		(205,490	)		(273,901	)
Weighted average number of common shares outstanding - basic and diluted		36,225,340			33,498,678
Net loss		(197,832	)		(429,561	)		(602,834	)		(887,291	)
Net income (loss) per common share - basic and diluted	$	(0.01	)	$	(0.01	)
Net loss attributable to common shareholders	$	(197,832	)	$	(429,561	)	$	(602,834	)	$	(887,291	)
Weighted average number of common shares outstanding - basic and diluted		34,188,322			25,838,157			33,845,566			23,348,693
Net income/(loss) per common share - basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.04	)

See accompanying notes to unaudited condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three Months Ended ~~September~~March 3031, ~~2024~~2025 and ~~September~~March 3031, ~~2023~~2024 (Unaudited)

For the Three Months Ended September 30, 2024 (Unaudited)

	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
	Series A Preferred				Series B Preferred				Series C Preferred				Series D Preferred				Common Shares				Additional					Total Stockholders’
	Shares				Shares				Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance December 31, 2024		13,846	$	14		3	$	-		6	$	-		75,000		8		34,745,931	$	3,475	$	25,122,881	$	(29,574,894	)	$	(4,448,517	)
Issuance of common stock for services		-		-		-		-		-		-		-		-		75,000		8		1,192		-			1,200
Issuance of common stock for conversion of notes		-		-		-		-		-		-		-		-		2,889,945		289		33,711		-			34,000
Net (loss)		-		-		-		-		-		-		-		-		-		-		-		(235,364	)		(235,364	)
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	)

	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			Deficit
	Series A Preferred				Series B Preferred				Series C Preferred				Series D Preferred				Common Shares				Additional					Total Stockholders’
	Series A Preferred				Series B Preferred				Series C Preferred				Series D Preferred				Common Shares				Additional					Total
	Shares				Shares				Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Shares				Shares				Shares				Shares				Shares				Paid-In		Accumulated			Stockholders’
	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
	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 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	$	-		15,000		2		32,445,931	$	3,245	$	24,844,494	$	(28,746,629	)	$	(3,898,874	)
Issuance of common stock for services		-		-		-		-		-		-		-		-		~~500~~1,400,000		50140		1146,~~950~~884		-			1247,~~000~~024
Issuance of preferred stock for financings		-		-		-		-		-		-		-60,000		-6		-		-		-199,994		-			-200,000
Net income (loss)		-		-		-		-		-		-		-		-		-		-		-		(197,832	)		(197,832	)
Net (loss)		-		-		-		-		-		-		-		-		-		-		-		(251,145	)		(251,145	)
Balance September 30, 2024		13,846	$	14		3	$	-		6	$	-		75,000	$	8		34,345,931	$	3,435	$	25,103,322	$	(29,349,463	)	$	(4,242,684	)
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	)
Balance		13,846	$	14		3	$	-		6	$	-		75,000		8		33,845,931	$	3,385	$	25,091,372	$	(28,997,774	)	$	(3,902,995	)

~~For~~See ~~the~~accompanying ~~Three~~notes ~~Months~~to ~~Ended~~unaudited ~~September~~condensed ~~30,~~consolidated ~~2023~~financial ~~(Unaudited)~~statements.

	Series A Preferred				Series B Preferred				Series C Preferred				Series D 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 June 30, 2023		13,846	$	14		3	$	-		6	$	-		-	$	-		23,411,342	$	2,341	$	24,303,554	$	(28,014,201	)	$	(3,708,292	)
Balance		13,846	$	14		3	$	-		6	$	-		-	$	-		23,411,342	$	2,341	$	24,303,554	$	(28,014,201	)	$	(3,708,292	)
Issuance of common stock for services		-		-		-		-		-		-		-		-		170,000		17		22,763		-			22,780
Issuance of common stock for the conversion of notes		-		-		-		-		-		-		-		-		1,189,589		119		11,777		-			11,896
Issuance of common stock for acquisition		-		-		-		-		-		-		-		-		7,100,000		710		347,190		-			347,900
Issuance of preferred stock for financing		-		-		-		-		-		-		15,000		2		-		-		99,998		-			100,000
Fair value of warrants issued for services		-		-		-		-		-		-		-		-		-		-		99,850		-			99,850
Net income (loss)		-		-		-		-		-		-		-		-		-		-		-		(429,561	)		(429,561	)
Balance September 30, 2023		13,846	$	14		3	$	-		6	$	-		15,000	$	2		31,870,931	$	3,187	$	24,885,133	$	(28,443,763	)	$	(3,555,427	)
Balance		13,846	$	14		3	$	-		6	$	-		15,000	$	2		31,870,931	$	3,187	$	24,885,133	$	(28,443,763	)	$	(3,555,427	)

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Nine Months Ended September 30, 2024 and September 30, 2023 (Unaudited)

For the Nine Months Ended September 30, 2024 (Unaudited)

	Series A Preferred				Series B Preferred				Series C Preferred				Series D 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	)
Issuance of common stock for services		-		-		-		-		-		-		-		-		1,900,000		190		58,834		-			59,024
Issuance of preferred stock for financings		-		-		-		-		-		-		60,000		6		-		-		199,994		-			200,000
Net income (loss)		-		-		-		-		-		-		-		-		-		-		-		(602,834	)		(602,834	)
Balance September 30, 2024		13,846	$	14		3	$	-		6	$	-		75,000	$	8		34,345,931	$	3,435	$	25,103,322	$	(29,349,463	)	$	(4,242,684	)

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

	Series A Preferred				Series B Preferred				Series C Preferred				Series D 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, 2022		13,846	$	14		3	$	-		6	$	-		-				17,179,794	$	1,718	$	24,241,862	$	(27,556,471	)	$	(3,312,877	)
Balance		13,846	$	14		3	$	-		6	$	-		-				17,179,794	$	1,718	$	24,241,862	$	(27,556,471	)	$	(3,312,877	)
Issuance of common stock for services		-		-		-		-		-		-						170,000		17		22,763		-			22,780
Issuance of common stock for financings		-		-		-		-		-		-		15,000		2		-		-		99,998		-			100,000
Fair value of warrants issued for services		-		-		-		-		-		-		-		-		-		-		99,850		-			99,850
Issuance of common stock for the conversion of notes		-		-		-		-		-		-						7,421,137		742		73,469		-			74,211
Issuance of common stock for acquisition		-		-		-		-		-		-						7,100,000		710		347,190		-			347,900
Net income (loss)		-		-		-		-		-		-						-		-		-		(887,291	)		(887,291	)
Balance September 30, 2023		13,846	$	14		3	$	-		6	$	-		15,000	$	2		31,870,931	$	3,187	$	24,885,133	$	(28,443,763	)	$	(3,555,427	)
Balance		13,846	$	14		3	$	-		6	$	-		15,000	$	2		31,870,931	$	3,187	$	24,885,133	$	(28,443,763	)	$	(3,555,427	)

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

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	2024			2023
	2025			2024
	Nine Months Ended September 30,
	Three Months Ended March 31,
	2024			2023
	2025			2024
Cash flows from operating activities
Net loss	$	(~~602~~235,~~834~~364	)	$	(~~887~~251,~~291~~145	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		6114,~~369~~853			2521,~~005~~954
Change in fair value of marketable securities		-			34
Stock based compensation		1,200			47,024
Stock based compensation		59,024			22,780
Amortization of debt discount		13,250			11,401
Amortization of debt discount		24,917			63,247
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		(69,~~889~~422	)		(487,~~177~~632	)
Inventory		612,~~467~~942			42(4,~~815~~821	)
Other current and non-current assets		~~259~~-			~~3,275~~57
Accounts payable and accrued expenses		~~(150~~95,~~989~~559	)		~~194~~(235,~~450~~826	)
Accrued expenses - related parties		~~214~~9,~~458~~015			~~171~~257,~~456~~355
Accrued interest and financing costs		56,302			(50,877	)
Deferred revenues		(602	)		1,194
Deferred revenues		1,142			(6,400	)
Due to/from Officers		1,500			-
Due to/from Officers		600			30,450
Net cash used in operating activities		(97,069	)		(160,439	)
Net cash used in operating activities		(336,174	)		(295,166	)
Cash flows from investing activities
Intangible assets purchases		-			42,408
Property and equipment purchases		(984	)		(3,000	)
Property, plant and equipment purchases		(4,875	)		-
Net cash used in investing activities		(984	)		(3,000	)
Net cash used in investing activities		(4,875	)		42,408
Cash flows from financing activities
Proceeds from line of credit		-			46,881
Proceeds from issuance of convertible debt		50,000			200,000
Proceeds from sale of preferred stock		200,000			100,000
Proceeds from issuance of notes payable		43,875			-
Proceeds from the issuance of debt		140,000			275,000
Payments on notes		(4,352	)		(14,930	)
Payments on line of credit		(12,153	)		(29,021	)
Payments on debt		(4,330	)		(3,976	)
Payments on debt		(25,930	)		(42,304	)
Net cash provided by financing activities		85,193			181,094
Net cash provided by financing activities		301,917			350,556
Net change in cash and cash equivalents		(12,860	)		17,655
Net change in cash and cash equivalents		(39,132	)		97,798
Cash and cash equivalents, beginning of period		53,501			68,440
Cash and cash equivalents, beginning of period		68,440			8,535
Cash and cash equivalents, end of period	$	40,641		$	86,095
Cash and cash equivalents, end of period	$	29,308		$	106,333
Supplemental disclosure of cash flow information:
Income taxes paid	$	-		$	-
Interest paid	$	-3,813		$	-
Supplemental disclosure of noncash investing and financing activities:
Issuance of common stock for conversion of debt and interest	$	-34,000		$	~~74,211~~-
Debt discount on convertible notes	$	237,~~000~~500		$	~~17,150~~-

See accompanying notes to unaudited condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~NINE~~THREE MONTHS ENDED ~~SEPTEMBER~~MARCH 3031, ~~2024~~2025 AND ~~2023~~2024

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

During the periods covered by these financial statements, MetAlert, Inc., ~~a Nevada Corporation,~~ 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~~ 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,. byUtilizing ~~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.

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

Basis of Presentation

The accompanying unaudited consolidated financial statements of MetAlert have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and applicable regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position and results of operations have been included. Our operating results for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 are not necessarily indicative of the results ~~that~~ that may be expected for the year ending December 31, ~~2024~~2025. The accompanying unaudited consolidated financial statements should be read in in conjunction with our audited consolidated financial statements for the year ended December 31, ~~2023~~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.

Going Concern

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company ~~incurred~~has ~~losses~~a ~~and~~stockholders’ ~~negative cash~~deficit ~~flows~~of ~~from operations during the period ended September 30~~$4,648,681 ~~2024~~ and ~~has~~ negative working capital of $4,~~340~~526,~~509~~032 as of ~~September~~March 3031, ~~2024~~ 2025 and used cash in operations ~~of $336,174~~ 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 financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.7

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

2. SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

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

We derive our revenues primarily from hardware sales, subscription services fees, IP licensing and professional services fees. Hardware includes our SmartSole, ~~GunAlert~~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. Predominately most of our subscriptions at this time are billed monthly and recognized at the time of billing. Professional services and other revenues consist primarily of fees from implementation services, configuration, data services, training and managed services related to our solutions, which are also recognized at the time of billing once the service has been performed/delivered IP licensing is related to any agreement with 3rd parties to license our IP portfolio and that revenue is recognized as per the term of the specific licensing agreements.

The Company’s initial point of contact with its retail customers is through its e-commerce site whereby any contract with the customer is entered into and dealt with thru the online ordering process and does not require performance beyond delivery. 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.

The Company’s recognizes revenues with its wholesale customers, as with retail, upon shipment, and recurring subscription revenue is recognized at the time of billing which is done 30 days in the arrears from delivery of service. Rendering the service obligation fulfilled

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.

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.

Licensing Revenue

Licensing revenue recorded by the Company relates exclusively to the Company’s monetization of IP licenses. The Company recognizes revenue for licensing under ASC 606, which provides revenue recognition constraints by requiring the recognition of revenue at the later of the following: 1) sale or usage of the products or 2) satisfaction of the performance obligations.

Allowance for Doubtful Accounts

We extend credit based on our evaluation of the customer’s financial condition. We carry our accounts receivable at net ~~realizable~~ 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 ~~customer’s~~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 ~~approximately~~ $127,~~000~~585 as of ~~September~~March 3031, ~~2024~~2025 and as of December 31, ~~2023,~~2024. ~~respectively~~The allowance fully reserves our accounts receivable balances over 90 days.

Shipping and Handling Costs

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

Product Warranty

The Company’s warranty policy provides repair or replacement of products (excluding GPS Shoe devices) returned for defects within ninety days of purchase. The Company’s warranties are of an assurance-type and come standard with all Company products to cover repair or replacement should product not perform as expected. Provisions for estimated expenses related to product warranties are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and recovery from suppliers. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty costs. The Company estimates the actual historical warranty claims coupled with an analysis of unfulfilled claims to record a liability for specific warranty purposes. As of ~~September~~March 3031, ~~2024 and~~2025 ~~December 31~~and 2024, ~~2023,~~ products returned for repair or replacement have been immaterial. Accordingly, a warranty liability has not been deemed necessary.

109

Use of Estimates

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

Fair Value Estimates

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

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

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

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

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

Principles of Consolidation

The accompanying condensed consolidated financial statements ~~include~~at ~~the~~March ~~accounts~~31, of2025 ~~the~~and ~~Company~~December 31, 2024 and ~~its~~for ~~wholly~~the ~~owned~~years ~~subsidiaries.~~then ~~All~~ended ~~intercompany~~include the accounts of MetAlert, Inc. and ~~transactions~~ ~~have~~the ~~been~~following ~~eliminated~~wholly-owned insubsidiaries ~~the~~Global ~~consolidated~~Trek ~~financial~~Xploration ~~statements~~and ~~herein~~Level 2 Security Products, Inc.

All Intercompany transactions have been eliminated upon consolidation.

Concentrations

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

WeAs ~~currently~~of ~~rely~~March on31, ~~one~~2025, ~~manufacturer~~the toCompany ~~supply~~had usthree ~~with~~customers ~~our~~representing ~~GPS~~approximately ~~GunAlert~~10% ~~and~~or ~~one~~more ~~manufacturer~~of tosales ~~supply~~and ustwo ~~with~~customers ~~the~~representing ~~GPS~~approximately 10% ~~device~~or ~~included in~~more ~~the~~of ~~GPS~~total ~~GunAlert~~accounts receivable, respectively. The ~~loss~~Company had no one customers representing more than 10% of ~~this~~sales ~~manufacturer~~and ~~could~~three customers ~~severely~~representing ~~impede~~approximately ~~our~~10% ~~ability~~or tomore ~~manufacture~~of total accounts receivable, respectively, for the ~~GunAlert~~period ~~tracking~~ended ~~solution~~March 31, 2024.

As of September 30, 2024, the Company had four customers representing approximately 35%, 17%, 12% and 10% of sales, respectively, and four customers representing approximately 17%, 13%, 13% and 13% of total accounts receivable, respectively. 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.

Stock-based Compensation

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

Marketable Securities

The Company’s securities investments that are acquired and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value based on quoted market price (level 1) on the balance sheet in current assets, with the change in fair value during the period included in earnings. As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 the fair ~~value~~ value of our investment in marketable securities was $649 and $649, respectively.

Derivative Liabilities

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

At September 30, 2024 and December 31, 2023, the balance of the derivative liabilities was $0. It was determined at December 31, 2020 that the Preferred A shareholders having the majority vote, can agree to increase the number of authorized shares, if needed, to settle any convertible debt, and thus the liability is $0.

Net Loss Per Common Share

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

	2024		2023
	2025		2024
	September 30,
	March 31,
	2024		2023
	2025		2024
Warrants		~~200~~180,000		~~846~~628,~~154~~205
Preferred B shares		18,462		18,462
Preferred C shares		6,154		6,154
Preferred D shares		7,500,000		17,500,000
Conversion shares upon conversion of notes		~~118~~132,~~094~~961,~~563~~044		~~111~~114,~~624~~372,~~469~~483
Total		~~125~~140,~~819~~665,~~179~~660		~~113~~122,~~995~~525,~~239~~304

Segments

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

Recently Issued Accounting Pronouncements

~~There~~Other ~~are~~recent ~~other new~~ accounting pronouncements issued by the FASB, ~~that~~its ~~the~~Emerging ~~Company~~Issues ~~has~~Task ~~adopted~~Force, orthe ~~will~~American ~~adopt,~~Institute asof ~~applicable,~~Certified Public Accountants, and the ~~Company does~~Securities ~~not~~and ~~believe~~Exchange ~~any~~Commission ofdid ~~these~~not ~~accounting~~or ~~pronouncements~~are ~~have~~not ~~had,~~believed orby ~~will~~management to have, a material impact on ~~its~~the Company’s present or future consolidated financial statements ~~or disclosures~~.

3. INVESTMENT IN MARKETABLE SECURITIES

The ~~Company’s~~company ~~investments~~owns ~~include~~common ~~marketable~~stock ~~securities~~shares ofin two entities ~~whereby~~that ~~the~~previously ~~Company’s~~had ~~ownership~~readily isdeterminable ~~less~~values ~~than~~based 5%on observable market prices. As of ~~September~~of 30March 31, ~~2024~~2025 and December ~~2023~~31, 2024 the ~~securities~~value ~~were~~was ~~valued at~~ $649, respectively.

4. INVENTORY

Inventories consist of the following:

SCHEDULE OF INVENTORY

	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
Raw materials	$	1512,~~061~~766	$	2412,~~936~~766
Finished goods		~~210~~211,~~290~~698		~~206~~224,~~882~~640
Total inventories	$	225,351	$	231,818
Total Inventories	$	224,464	$	237,406

5. PROPERTY AND EQUIPMENT

Property and equipment, net, consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Software	$	25,890		$	25,890
Website development		91,622			91,622
Software development		399,647			~~394~~399,~~772~~647
Equipment		110,~~750~~404			19,~~750~~420
Property and equipment, gross		110,~~750~~404			19,~~750~~420
Less: accumulated depreciation		(~~507~~509,~~750~~291	)		(~~488~~508,~~254~~246	)
Total property and equipment, net	$	1118,~~159~~272		$	2518,~~780~~333

Depreciation expense for the period ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~2024 was $191,~~497~~045 and $258,~~005~~335, respectively, and is included in general and administrative expenses.

6. INTANGIBLE ASSETS

Intangible assets, net, consists of the following:

SCHEDULE OF INTANGIBLE ASSETS

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Trademarks	$	3,308		$	3,308
Tooling and molds		25,300			25,300
Acquired intangible assets		276,157			276,157
Website development		9,400			9,400
Intangible assets, gross		276,157			276,157
Software development		191,457			191,457
Less: accumulated amortization		(87,192	)		(73,384	)
Acquired patents and trademarks		50,000			50,000
Total intangible assets, net	$	192,273		$	206,081
Intangible assets, gross		50,000			50,000
Less: accumulated amortization		(59,577	)		(17,704	)
Total intangible assets, net	$	219,888		$	261,761

Amortization expense for the period ended ~~September~~March 3031, ~~2024~~2025, and 2024 was $5913,~~577,~~808 and ~~2023 was~~ $013,619 respectively, and is included in general and administrative expenses.

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

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

7. NOTES AND LOANS PAYABLE

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

	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
(a) Term loan	$	146,195	$	146,195
(a) Term loan		57,720	$	-
(b) Revolving line of credit		7,000		7,000
(b) Revolving line of credit		8274,~~886~~291		9578,~~040~~642
Total	$	~~236~~285,~~081~~206	$	~~248~~231,~~235~~837

(a) Term loans

InPrior ~~2022~~to 2023, the Company entered into ~~an unsecured short-~~term ~~loan~~loans ~~agreements~~ with ~~various~~ third parties ~~for an aggregate principal balance of $145,000~~ at an interest rate of 5% per annum, ~~with~~for ~~the~~which ~~interest~~certain ~~adjusted~~of these adjusted to 10% inupon ~~the case of a~~ default. ~~One~~These ~~loan~~notes ~~for~~total $25146,~~000~~195 ~~was paid~~and inare ~~full~~past ~~on April 14, 2022, leaving $120,000 outstanding as of December 31, 2022~~due.

InDuring ~~September~~the offirst ~~2019~~quarter ended March 31, 2025, the Company entered into ana ~~unsecured~~ term loan agreement with a third party for ~~an aggregate principal balance of~~ $5060,~~000~~300, atwhich an includes interest ~~rate~~ of ~~5% per annum in relation to an Asset Purchase Agreement. The term loan became due on December 31~~$15,300 ~~2020,~~ and isweekly ~~currently past due. The balance outstanding on the note as of September 30, 2024 was $36,389, which included $10,194 in interest, $4,500 in cash~~ payments ~~to principal and reductions~~ of $191,~~305~~160 ~~due~~over tothe ~~sublet~~next ~~fees~~52 ~~for~~payment ~~office space and principal payments~~periods.

(b) Lines of Credit

The Company ~~obtained~~had a revolving line of credit ~~agreement~~ with an accredited investor offor up to $500,000, ~~during~~which ~~2018~~is no longer active.

The line ~~bears~~boar interest of 8.5%. ~~The~~As ~~line is based upon MetAlert providing the investor with purchase orders and use~~ of ~~proceeds~~March 31, ~~including production of goods schedules and loan repayment timelines. These loans/drawdowns are specifically for product~~2025, ~~inventory~~the ~~and/or~~facility ~~purchase order~~had ~~financing.~~a Asresidual ~~of September 30, 2024, the~~ balance is $7,000.

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 ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024 was $8274,~~886~~291 and $9578,~~039~~642, respectively, with $0 having been borrowed and $124,~~153~~352 paid back induring ~~the September 30~~March 31, ~~2024 period~~2025.

8. CONVERTIBLE PROMISSORY NOTES

As of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024, the Company had a total of $1,~~628~~839,~~000~~750 and $1,~~490~~812,~~930~~250, respectively, of outstanding convertible notes payable, which consisted of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	September 30, 2024			December 31, 2023
	March 31, 2025			December 31, 2024
Convertible Notes – with fixed conversion, past due	$	415,500		$	415,500
a) Convertible Notes – with fixed conversion, legacy debt	$	415,500		$	415,500
Convertible Notes – with fixed conversion		847,500			732,500
b) Convertible Notes – with fixed conversion		1,130,000			1,072,500
Convertible Notes – with fixed conversion and OID		108,000			74,930
c) Convertible Notes – with fixed conversion and OID		108,000			108,000
Convertible Note – with variable conversion		57,000			68,000
d) Convertible Note – with variable conversion		11,250			47,000
Notes issued in relation to acquisition – with fixed conversion		200,000			200,000
e) Notes issued in relation to acquisition – with fixed conversion		200,000			200,000
Total convertible notes		200,000			200,000
Total convertible notes, net of debt discount		200,000			200,000
Less: Debt discount		(1725,~~750~~000	)		(630,~~788~~750	)
Total convertible notes, net of debt discount	$	1,~~610~~839,~~250~~750		$	1,~~484~~812,~~142~~250

14a) Included in Convertible Notes - with fixed conversion terms, are loans provided to the Company from various investors These notes carry simple interest rates ranging from 0% to 12% per annum and with terms ranging from 1 to 2 years. In lieu of the repayment of the principal and accrued interest, the outstanding amounts are convertible, at the option of the note holder, generally at any time on or prior to maturity and automatically under certain conditions, into the Company’s common shares at $0.015 to $0.30 per share. These notes became due in 2017 and prior, and are currently past due.

~~Included in~~b) Convertible ~~Notes~~notes -totaling ~~with~~$927,500 ~~fixed~~have ~~conversion~~interest ~~terms,~~rates between 5% and 10% and are ~~loans~~convertible ~~provided~~in tocommon ~~the~~shares ~~Company~~between ~~from~~$0.35 ~~various~~and ~~investors~~$4.00, ~~These~~and are considered short-term, and another $202,500 of notes ~~carry simple~~still considered long-term and bearing interest rates at 10% and conversion rates ranging ~~from~~between $0~~% to~~.01 ~~14% per~~- ~~annum~~$0.035. ~~and~~c) ~~with~~Notes ~~terms~~totaling ~~ranging~~$108,000 ~~from~~have ~~1 to~~an ~~2 years.~~OID Inof ~~lieu~~20%, an interest rate of ~~the~~10% ~~repayment~~and a conversion rate of ~~the~~$0.030. ~~principal~~d) ~~and~~On ~~accrued~~December ~~interest~~23, 2024, the ~~outstanding~~Company ~~amounts~~entered ~~are~~into ~~convertible,~~an atunsecured ~~the~~short-term ~~option~~loan agreement with a third party for an aggregate of $68,000 with a 35% discount to market rate, if the note ~~holder~~was not paid back by September 30, ~~generally~~2024. atAs ~~any~~of ~~time~~March on31, or2025, ~~prior~~payments toof ~~maturity~~$22,750 and ~~automatically~~note ~~under~~conversions ~~certain~~totaling ~~conditions~~$34,000 ~~into~~have ~~the~~been ~~Company’s common~~made ~~shares~~on ~~at $0~~note.~~015 to~~ ~~$0.30 per~~e) ~~share.~~Notes ~~These~~totaling ~~notes~~$200,000 ~~became~~were ~~due~~issued in ~~2017~~relation to the acquisition of Level 2 Securities and ~~prior,~~bear a 10% interest rate and are ~~currently~~convertible ~~past~~into ~~due~~the Company’s common shares at $0.01.

During the twelve months ending December 31, 2023, noteholders converted $31,515 of notes with accrued interest of $4,015 into 31,151,537 shares of common stock. On March 14, 2023, the Company entered into an unsecured short-term loan agreement with a third party for an aggregate of $74,650 with an interest rate of 12%, an original issue discount of $7,150, financing costs of $2,500, with installment payments of $8,361 paid back monthly starting 45 days from the issuance date, with all $74,650 of payments having been paid in full as of January 31, 2024. This same lender entered into another unsecured note on December 8, 2023, for $68,000 with a 35% discount to market, if the note is not paid back by September 30, 2024.

During the twelve months ended December 31, 2023, an additional $35,000 of the Company’s executive notes were transferred to third parties for cash. The transferred notes had no change in terms thus no resulting gain or loss on the extinguishment and transfer. As per the original terms the notes bear a 10% annual interest rate, gives the holder the right, but not the obligation to convert up to 50% of the amount advanced and accrued interest into shares, warrants or options of common or preferred stock of the Company at fixed rate of $0.01 per share.

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

On July 25, 2023, and August 30, 2023, a noteholder invested $30,000 each in the Company with convertible notes that have a 17% OID and a fixed conversion price of $0.11. On June 8, 2024, this same noteholder consolidated their loan into a new $108,000 note with a 20% OID and a fixed conversion price of $0.03.

During the twelve months ended December 31, 2023, the Company consolidated various past-due convertible promissory notes in an aggregate amount of $400,000 inclusive of interest at a 12% interest rate and with conversion rates ranging from .30 to $9.75 with an investor into a new single note. The convertible promissory note agreement bears interest at seven (6%) percent, has a one (1) year maturity date. The note may be repaid in whole or in part any time prior to maturity. The promissory note is convertible at the investor’s sole discretion, into common shares at a conversion price of $4.00. The resulting modification of the notes resulted in a forgiveness of accrued interest of $27,537.

During the twelve months ended December 31, 2023, the Company issued $200,000 in convertible notes in conjunction with the purchase of Level 2 Securities, LLC. These notes agreements bear an interest rate of 10% and are convertible at the investor’s sole discretion, into common shares at a conversion price of $0.01.

On August 2, 2024, the Company entered into a Securities Purchase Agreement (“SPA”) for $300,000 with an investor. The SPA includes convertible promissory notes that will total $345,000 with an original issue discount of $45,000. The funds will be paid to the Company in one or more tranches, with the maturity date beginning at the end of each tranche and for a period of twenty-four months. The note has a conversion rate of $0.035 and an interest rate of 5%. The first two tranches totalling $100,000 was received during the period ending September 30, 2024.

As of September 30, 2024, and December 31, 2023 $415,500 of these convertible notes are currently past due, with no associated penalties.

9. CARE Loans

SCHEDULE OF LOANS PAYABLE

	September 30, 2024		December 31, 2023
	March 31, 2025		December 31, 2024
EIDL loan – short term	$	16,778	$	12,972
a) EIDL loan – short term	$	19,306	$	18,056
EIDL loan – long term		133,222		137,028
a) EIDL loan – long term		130,694		131,944
Total CARE loans	$	150,000	$	150,000

~~Economic~~(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 ~~instalment~~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 ~~September~~March ~~30, 2024 and December~~ 31, ~~2023~~2025, short term amounts due under the loan include planned ~~principle~~ principal payments in the next twelve months and any payments considered past due.

10. RELATED PARTY TRANSACTIONS

Convertible Notes Due to Related Parties

During the period ended ~~September~~March 3031, 2025 and December 31, 2024, there was no change in related party notes.

~~During~~The ~~the~~holders ~~period~~of ~~ended December 31, 2023,~~ the related ~~parties~~party ~~converted~~convertible ~~$40,000~~notes ofcan ~~debt,~~convert ~~plus~~the ~~interest,~~notes ~~for~~into ~~4,269,600~~common shares ofat ~~common~~any ~~stock. Additionally~~time, into the Company’s ~~executives~~common shares ~~transferred~~at $~~35,000 of their outstanding employee notes for cash to a third party~~0.01 ~~Lastly, one executive applied various payments~~ to ~~a note~~$0.14 ~~The~~per ~~transferred~~share; ~~notes had no change in terms~~however, ~~thus~~they ~~resulting~~are inlimited ~~no gain or loss on the extinguishment related~~ to ~~the~~convert ~~transfer~~50% of ~~debt, making~~ the outstanding ~~balance~~principal onand ~~the~~interest ~~related~~of ~~party~~their notes ~~on December 31~~, ~~2023, as~~ ~~$1,219,313,~~with ~~net~~the ofremaining ~~debt~~due ~~discounts~~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 ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023,~~ 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~~ quarter ended ~~September~~March 3031, ~~2024~~2025.

Officer Loans

OnFrom ~~November~~time-to-time ~~18,~~our ~~2022,~~officers anhave ~~officer~~ loaned ~~the~~funds ~~Company~~on ~~$10,000~~a atshort-term abasis for operational needs. These loans bear interest at 10% per ~~interest~~annum. ~~rate~~As of March 31, 2025 and December 31; 2024 the balances on athese ~~short-term~~loans ~~basis~~were $46,500 and $45,000, respectively.

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

During the period ended September 30, 2024, the officer loaned the Company $4,200 and was repaid $3,600 in principal, leaving a balance of $12,100 in principal on September 30, 2024.

During the period ended December 31, 2023, a second officer loaned the Company $35,000, at a 10% interest rate.

For the period ending September 30, 2024, the outstanding balance on officer loans was $47,100.

11. EQUITY

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

Preferred Stock – Series A

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.

As of all dates presented in these financial statements, it was determined that the Preferred A shareholders having the majority vote, can agree to increase the number of authorized shares, if needed, to settle any convertible debt, and thus any derivative liabilities are not necessary to reserve for this.

Preferred Stock – Series B

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~~ stated value of $1,000 each and are convertible into common shares at fixed price of $0.~~0025~~1625. Holders shall be entitled to receive, and ~~the~~ 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~~ 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.

Preferred Stock – 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.~~015~~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.

Preferred Stock – 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 ~~December~~March 31, ~~2023~~2025, the Company ~~issued~~did ~~15,000~~not ~~Series~~issue Dany ~~preferred shares and to an accredited investor for their $100,000 investment in the financing. 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 ~~three~~period ~~month~~ 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 ~~shares~~ share’s of common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock. ~~The Company considered the accounting effects of the existence of the conversion feature of the Series D Preferred Stock at the date of issuance.~~

Common Stock

~~During~~Shares ~~the period ending September 30, 2024, the Company~~ issued ~~1,900,000 shares of its common stock to consultants~~ for services ~~valued~~rendered atare ~~$59,024, based~~expensed onas ~~the~~stock-based ~~fair~~compensation ~~value~~in of the ~~underlying~~accompanying ~~stock~~consolidated onstatement ~~the~~of ~~date~~operations ofunder professional ~~grant~~fees.

During the period ending ~~September~~March 3031, ~~2023~~2025, the Company issued 775,~~421,137~~000 shares of its common stock, ~~with~~to a ~~value~~consultant offor ~~$74,211~~services tovalued ~~various~~at ~~noteholders~~$1,200 and ~~employees~~2,889,945 ~~for conversions~~ of ~~their~~its ~~notes~~common ~~within~~stock ~~the~~for ~~terms,~~conversions ~~resulting~~on ina noconvertible ~~gain~~note orvalued ~~loss~~at ~~on the transaction~~$34,000.

17During the period ending March 31, 2024, the Company issued 1,400,000 shares of its common stock to consultant for services valued at $47,204.

Common Stock Warrants

ASince ~~summary~~inception, the Company has issued numerous warrants to purchase shares of the Company’s ~~warrant~~common ~~activity~~stock to shareholders, consultants and ~~related~~employees ~~information~~as iscompensation ~~provided~~for ~~below:~~services rendered. As of March 31, 2025, the number of warrants outstanding was 180,000.

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

SCHEDULE OF WARRANT ACTIVITY

	Exercise Price $		Number of Warrants
Outstanding and exercisable at December 31, 2023		0.05 – 2.60		846,154
Outstanding and exercisable at December 31, 2024		0.034 – 0.15		180,000
Warrants exercised		-		-
Warrants granted		-		-
Warrants expired		~~0.05~~-~~2.6~~		~~(646,154~~-	)
Outstanding and exercisable at September 30, 2024		0.15- 0.1625		200,000
Outstanding and exercisable at March 31, 2025		0.034 – 0.15		180,000

Stock Warrants as of September 30, 2024
Stock Warrants as of March 31, 2025
Exercise		Warrants		Remaining		Warrants
Price		Outstanding		Life (Years)		Exercisable
$	0.15		100,000		1.3686		100,000
$	0.~~1625~~045		~~100~~50,000		04.1444		~~100~~50,000
$	0.034		30,000		4.55		30,000

During the period ended ~~September~~March 3031, ~~2024~~2025, the Company ~~did~~had ~~not~~no ~~issue any warrants, with 646,154 of~~ warrant ~~expiring, leaving a balance at September 30, 2024 of 200,000~~activity.

Common Stock Options

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

The 2008 Plan provides for the issuance of a maximum of 7,000,000 shares, of which, after adjusting for estimated pre-vesting forfeitures and expired options, approximately 2,235,000 were available for issuance as of ~~September~~March 3031, ~~2024~~2025.

No options were granted orduring ~~outstanding as of~~ the period ending ~~September~~March 3031, ~~2024~~2025.

12. 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, 2024 or 2023.

Contingencies

From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events. As of ~~September~~March 3031, ~~2024~~2025, there was no pending or ~~threatened~~ threatened litigation against the Company.

13. SUBSEQUENT EVENTS

~~Subsequent~~On July ~~to September 30~~11, ~~2024~~2025, the Company ~~issued~~entered ~~400~~into a convertible promissory note in the amount of $25,000 ~~shares~~with ofan 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 ~~valued~~shares at ~~$16,350~~conversion prices toat ~~two~~$0.01 ~~consultants~~each.

18On 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.

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

FORWARD-LOOKING STATEMENTS

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

Introduction

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

Organization and Presentation

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.

19In 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.).

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.). 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. In the first quarter of 2024, we launched the Gen 2 version of the GunAlert product, across multiples channels, such as direct-to-consumer, retailers, non-profits, and 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.18

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.

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.

Results of Operations

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

~~Three Months Ended September 30, 2024 (“Q3 2024”) Compared to the Three Months Ended September 30, 2023 (“Q3 2023”)~~19

	Three Months Ended September 30,
	2024						2023
	$			% of Revenues			$			% of Revenues
Product sales		24,556			47	%		58,940			69	%
Service income		27,472			53	%		26,801			31	%
Total revenues		52,028			100	%		85,741			100	%
Cost of products sold		26,718			51	%		84,458			99	%
Cost of service revenue		5,997			12	%		1,206			1	%
Cost of goods sold		32,715			63	%		85,664			100	%
Gross profit		19,313			37	%		77			0	%
Operating expenses:
Wages and benefits		65,460			126	%		120,865			141	%
Professional fees		24,444			47	%		61,995			72	%
Sales and marketing expenses		5,403			10	%		5,372			6	%
General and administrative		57,747			111	%		65,232			76	%
Total operating expenses		153,054			294	%		253,464			296	%
Gain (loss) from operations		(133,741	)		-257	%		(253,387	)		-296	%
Other income (expense), net		(64,089	)		-123	%		(176,174	)		-205	%
Net income (loss)		(197,830	)		-380	%		(429,561	)		-501	%

Three Months Ended March 31, 2025 (“Q1 2025”) Compared to the Three Months Ended March 31, 2024 (“Q1 2024”)

	Three Months Ended March 31,
	2025						2024
	$			% of Revenues			$			% of Revenues

Product sales		14,369			35	%		24,942			50	%
Service income		26,399			65	%		23,376			48	%
Total revenues		40,768			100	%		48,318			100	%
Cost of products sold		18,092			44	%		4,474			10	%
Cost of service revenue		4,285			11	%		655			1	%
Cost of goods sold		22,377			55	%		5,129			11	%
Gross profit		18,391			45	%		43,189			89	%

Operating expenses:
Wages and benefits		78,066			191	%		82,883			172	%
Professional fees		21,974			54	%		56,282			116	%
Sales and marketing expenses		3,838			9	%		7,785			16	%
General and administrative		54,050			133	%		72,246			150	%
Total operating expenses		157,928			387	%		219,196			4542	%

Loss from operations		(139,537	)		342	%		(176,007	)		-364	%

Other expense, net		(95,827	)		-235	%		(75,138	)		-156	%
Net loss		(235,364	)		-577	%		(251,145	)		-520	%

Revenues

Revenues were $5240,~~028~~768 for the three months ended ~~September~~March 3031, ~~2024~~2025, compared to $8548,~~740~~318 for the three months ended ~~September~~March 3031, ~~2023~~2024, representing a decrease of 3916%. ~~This~~We ~~decrease~~currently ~~was~~have ~~primarily~~numerous ~~driven~~SmartSole ~~from~~orders ~~delays in~~that ~~production~~cannot onbe ~~our~~fulfilled ~~SmartSoles,~~and ~~where~~have ~~delivery~~multiple ofgovernment contracts in the ~~finished~~review process ~~product~~for ~~until~~GunAlert; ~~early~~however ~~October~~during the first quarter of ~~2024~~2025 due to a change in administration cuts, and ~~not~~the ~~receiving~~uncertainty ~~inventory~~caused from ~~for~~the ~~our~~tariff ~~newGunAlert~~fluctuations ~~version~~from 2various ~~until~~countries ~~early~~we ~~October~~manufacture asin, ~~well~~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 ~~third~~1st quarter ended ~~September~~March 3031, ~~2024~~2025, we did not meet our overall revenue goals. We did however see some positive trends with international subscriptions increasing their growth by 62 27% for the period ended Q3Q1 ~~2024~~2025 as compared to Q3Q1 ~~2023~~2024 indicating that the international distributors are selling their inventory into the marketplace in their respective countries. ~~At the same time, we saw SmartSole B2C sales increasing by 59% in Q3 of 2024 partially attributable to a direct to consume advertising campaign we began in the 3rd quarter, as compared to Q3 2023,~~

WeDuring ~~also~~the ~~worked~~period onended ~~expanding~~March ~~our~~31, ~~SmartSole~~2025, ~~distribution~~the Company’s customer base and ~~began~~revenue ~~pilot~~streams ~~programs~~were incomprised ~~Spain~~of ~~and~~approximately ~~Portugal~~69% B2B (Wholesale Distributors and ~~with~~Enterprise aInstitutions), ~~large~~31% ~~security~~B2C ~~company in~~(consumers ~~Mexico~~and ~~City~~government ~~whose~~agencies ~~testing~~who ~~and~~bought ~~evaluation~~on ~~period~~the ~~has~~behalf ~~successfully~~of ~~led~~consumers, tothrough our ~~the~~online ~~Company~~ecommerce inplatform ~~Mexico~~and ~~placing~~through ~~their~~Amazon ~~first~~and ~~SmartSole order~~Google).

During the period ended ~~September~~March 3031, 2024, the Company’s customer base and revenue streams were comprised of approximately 6356% B2B (Wholesale Distributors and Enterprise Institutions), 3744% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, ~~Google~~ and ~~iTunes~~Google).

During the period ended September 30, 2023, 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, Google and iTunes).

Cost of goods sold

Cost of goods sold were $3222,~~715~~377 for the three months ended ~~September~~March 3031, ~~2024~~2025, compared to $855,~~664~~129 for the three months ended ~~September~~March 3031, ~~2023~~ 2024, representing an aincrease ~~decrease~~ of 62336%. This increase was primarily due to the adjustments made to the mix of revenue and certain adjustments to inventory made in the first quarter of 2025.

We expect our margins to increase once we start ramping up our subscriptions and licensing and sell more of our proprietary products like our SmartSoles and GunAlert, where we have limited competition. Our overall gross margin was higher than in 2023, predominately because a greater portion of our revenues were subscription based where we recognize our highest profit margins.20

21We 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.

Wages and benefits

Wages and benefits decreased 44by 6% inor $4,817 for the three months ended ~~September~~March 3031, ~~2024~~2025, as compared to three months ended ~~September~~March 3031, ~~2023~~2024, ~~predominantly~~ because of cost cutting and time saving initiatives, including the entire senior management team deferring or forgoing salaries.

Professional fees

Professional fees consist of costs attributable to consultants and contractors who primarily spend their time on legal, accounting, product development, business development, corporate advisory services and shareholder communications. Such costs decreased $3734,~~551~~308 or 61% in the three months ended ~~September~~March 3031, ~~2024~~2025, as compared to in the three months ended ~~September~~March 3031, ~~2023~~2024. ~~Professional fees~~The ~~have~~decrease ~~decreased~~was primarily asrelated ato ~~result~~reduction ofin ~~responsibilities~~stock-based ~~being~~compensation ~~transferred~~during ~~from~~the ~~outside contractors and consultants to in-house personnel~~periods.

Sales and marketing expenses

Sales and marketing expenses ~~remained~~decreased ~~comparable~~by in51% ~~the~~or $3,947 in three months ended ~~September~~March 3031, ~~2024~~2025, in comparison to the three months ended ~~September~~ 30March 31, ~~2023~~2024. The decrease was primarily due to the delays from tariffs and government budgeting affecting the closing and timing of sales and marketing plans.

General and administrative

General and administrative costs in ~~the~~ three months ended ~~September~~March 3031, ~~2024~~2025, decreased by $718,~~485~~196 or 1125% in comparison to the three months ended ~~September 30~~March 31, ~~2023~~2024, mostly due to decreases in ~~development~~investor and ~~production~~public ~~expenses.~~relations ~~While at the same time, the Company continues many cost saving measures, including the entire senior management team deferring salaries~~expense.

Other ~~income/(~~expense~~), net~~

Other ~~expenses~~expense, net ~~decreased~~increased 6428% or $~~112~~20,~~085~~689 in the three months ended ~~September~~March 3031, ~~2024~~2025, compared to the three months ended ~~September~~March 3031, ~~2023~~ 2024. This increase ~~decrease~~ was primarily as a result of ~~reductions~~the increase in ~~financing~~interest ~~costs~~expense, ~~and~~the ~~reductions~~amortization ~~in amortizations~~ of debt discounts and financing costs.

Net ~~income/(~~ loss)

Net loss decreased by 546% or $~~231~~15,~~731~~781 from ~~Q3 2024~~ in ~~comparison~~the tothree Q3months ~~2023.~~ended ~~This~~March ~~decrease~~31, ~~was~~2025, ~~primarily~~compared ~~due~~ to the ~~lower~~three ~~revenues~~months asended ~~we transition~~March ~~out~~31, of2024. ~~direct-to-consumer PPE sales into our core B2B business~~This decrease, ~~the~~primarily ~~effort~~due to ~~get~~ the ~~new~~factors ~~Level~~described ~~2 Security Products out to market, reductions in amortizations of debt discounts and reduced financing costs~~above.

Nine Months Ended September 30, 2024 (“Q1 – Q3 2024”) Compared to the Nine Months Ended September 30, 2023 (“Q1 – Q32 2023”)

	Nine Months Ended September 30,
	2024						2023
	$			% of Revenues			$			% of Revenues
Product sales		66,105			46	%		149,562			72	%
Service income		78,404			54	%		57,710			28	%
Total revenues		144,509			100	%		207,272			100	%
Cost of products sold		43,044			30	%		151,239			73	%
Cost of service revenue		9,735			7	%		8,105			4	%
Cost of goods sold		52,779			37	%		159,344			77	%
Gross profit		91,370			63	%		47,928			23	%
Operating expenses:
Wages and benefits		197,261			137	%		363,359			175	%
Professional fees		91,865			64	%		113,917			55	%
Sales and marketing expenses		16,263			11	%		5,352			3	%
General and administrative		183,685			127	%		178,690			86	%
Total operating expenses		489,074			338	%		661,318			319	%
Gain (loss) from operations		(397,344	)		-275	%		(613,390	)		-296	%
Other income (expense), net		(205,490	)		-142	%		(273,901	)		-132	%
Net income (loss)		(602,834	)		-417	%		(887,291	)		-4280	%

Revenues

Revenues during the nine months ended September 30, 2024, decreased by 30% or $62,763 in comparison to the comparable 2023 period. This decrease was primarily driven from transitioning out of direct-to-consumer PPE sales into our core B2B business and the effort to get the new Level 2 Security Products out to market and from delays in finished goods production for our SmartSoles, where we did not receive inventory until early October of 2024, and not receiving inventory for our new GunAlert version 2 until early October as well.

As a result, during the nine months ended September 30, 2024, we did not meet our overall revenue goals. We did however see some positive trends compared to the comparable 2023 period, with international subscriptions increasing their growth by 62% for the period ended nine months ended September 30, 2024 indicating that international distributors are selling their inventory into the marketplace in their respective countries and at the same time we saw SmartSole B2C sales increasing by 25% in during the nine month ended September 30, 2024, compared to the 2023 period. Additionally, we are starting to see an increase in GunAlert subscriptions as six-month trail periods expire.

We also worked on expanding our SmartSole distribution and began pilot programs in the Netherlands, Spain and Portugal and with a large security company in Mexico City whose testing and evaluation period having been successfully completed and has led to Mexico placing their first SmartSole test order. The Mexico City customer is in the security business and has prompted us to identify other distributors, both domestic and international, who also operate in a similar space.

During the period ended September 30, 2024, the Company’s customer base and revenue streams were comprised of approximately 61% B2B (Wholesale Distributors and Enterprise Institutions), 39% 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 September 30, 2023, the Company’s customer base and revenue streams were comprised of approximately 79% B2B (Wholesale Distributors and Enterprise Institutions), 21% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes).

Cost of goods sold

Cost of goods sold decreased by 67% or $105,565 during the nine months ended September 30, 2024, in comparison to the comparable 2023 period. This decrease was primarily due to the lower distributor hardware sales, which are larger volume orders, that are dependent upon the activation of SmartSoles sold into their respective markets, which affects the timeliness of their hardware orders to maintain adequate inventory levels.

We expect our margins to increase once we start ramping up our subscriptions and licensing, which we are starting to see in GunAlert subscription, and sell more of our proprietary products like our SmartSoles and GunAlert, where we have limited competition.

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.

Wages and benefits

Wages and benefits during the nine months ended September 30, 2024, decreased by 46% or $166,098 in comparison to the comparable 2023 period, because of cost cutting and time saving initiatives.

Professional fees

Professional fees consist of costs attributable to consultants and contractors who primarily spend their time on legal, accounting, product development, business development, corporate advisory services and investor relations. Such costs decreased $22,052 or 19% during the period ended September 30, 2024, as compared to the comparable 2023 period.

Sales and marketing expenses

Sales and marketing expenses increased by 204% or $10,911 during the nine months ended September 30, 2024, in comparison to the comparable 2023 period. The increase was primarily due to the release of the new GunAlert product line as we build brand awareness across multiple media platforms.

General and administrative

General and administrative costs during the nine months ended September 30, 2024, increased by $4,995 or 3% in comparison to the comparable 2023 period, mostly due to increases in amortization expense of intangible assets from the Level2 acquisition.

Other income/(expense), net

Other expense, net decreased 25% or $68,411 from the nine months ended September 30, 2024, to the comparable 2023 period. This decrease was primarily due to the of reductions in financing costs, reductions in amortizations of debt discounts and there being no gains on conversion or the extinguishment of debt during the period ending as compared to the previous year.

Net income/(loss)

Net loss decreased by 32% or $284,457 from the nine months ended September 30, 2024, to the comparable 3 2023 period as explained above.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2024~~2025, we had $2940,~~308~~641 of cash and cash equivalents, and a working capital deficit of $4,~~340~~526,~~509~~032, compared to $~~106~~53,~~333~~ 501 of cash and cash equivalents and a working capital deficit of $34,~~730~~280,~~701~~987 as of December 31, ~~2023~~2024.

24During the three months ended March 31, 2025, our net loss was $235,364 compared to a net loss of $251,145 for the three months ended March 31, 2024. Net cash used in operating activities in the three months ended March 31, 2025 and in the three months ended March 31, 2024, was $97,069 and $160,439, respectively.

During the nine months ended September 30, 2024, our net loss was $602,834 compared to a net loss of $887,291 for the nine months ended September 30, 2023. Net cash used in operating activities in the nine months ended September 30, 2024, and September 30, 2023, was $336,174 and $295,166, respectively.21

Net cash used in investing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~March 31, 2024 was $~~4,875~~984 and $423,~~408~~000, respectively.

Net cash provided by financing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, was $~~301~~85,~~917~~193 and consisted of $~~140~~43,~~000~~875 received ~~for~~ for the issuance of ~~debt,~~a notes payable and $~~200~~50,000 ~~received~~ for ~~the~~a ~~issuance~~convertible ofnote ~~preferred shares,~~ and payments to the line of credit of $124,~~153~~352 and ~~payments on~~ debt of $254,~~930~~330. Net cash provided by financing activities during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, was $~~350~~181,~~556~~094 and consisted of $~~275~~200,000 received for the issuance of ~~debt and $100,000 from the sale of~~ preferred ~~stock~~shares, ~~$46,881 from the use of the line of credit,~~ and payments to the line of credit of $293,~~021~~976 and ~~payments on~~ debt of $4214,~~304~~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 ~~2024~~2025, although the amount of revenues we receive in ~~2024~~2025 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 ~~2024~~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 ~~2024~~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, ~~and~~as well as our new product development costs, during the first ~~nine months~~ quarter of ~~2024~~ 2025, we ~~relied~~continued ~~upon~~to ~~existing~~draw ~~sales~~down ~~and~~on our ~~SPA~~credit line to fund purchase orders. However, no assurance can be given that the investor will ~~provide~~ provide the funding, if and when requested by us.

Going Concern

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has ~~suffered~~stockholders’ ~~net~~deficit of ~~losses~~$4,648,681 and negative ~~cash~~working ~~flows~~capital ~~from~~of ~~operations~~$4,526,032 as of March 31, 2025 and ~~has~~used acash ~~negative~~in ~~working~~operations ~~capital~~of ~~deficit~~$97,069 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~~ included in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024, for more information regarding risks associated with our business.

Off-Balance Sheet Arrangements

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

Inflation

We ~~believe~~do ~~that~~not believe our business and operations ~~could~~have bebeen materially affected by inflation~~, as unexpected increases in our costs could affect how we manage operations~~.

Critical Accounting Policies and Estimates

There are no material changes to the critical accounting policies and estimates described in the section entitled “Critical Accounting Policies and Estimates” under Item 7 in our Annual Report on Form 10-K for the year ended December 31, ~~2023~~2024.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

Based on the evaluation as of ~~September~~March 3031, ~~2024~~2025, for the reasons set forth below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ~~effective~~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.

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.

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

~~None~~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.

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 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. 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 XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation

101.DEF		Inline XBRL Taxonomy Extension Definition

101.LAB		Inline XBRL Taxonomy Extension Label

101.PRE		Inline XBRL Taxonomy Extension Presentation

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

2724

SIGNATURES

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

	METALERT, INC.
Date: November 14, 2024	By:	/s/ ALEX MCKEAN
Date: July 17, 2025	By:	/s/ ALEX MCKEAN
		Alex McKean,
		Chief Financial Officer (Principal Financial Officer)
Date: November 14, 2024	By:	/s/ PATRICK BERTAGNA
		Patrick Bertagna,
		Chief Executive Officer

Date: July 17, 2025	By:	/s/ PATRICK BERTAGNA
		Patrick Bertagna,
		Chief Executive Officer

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