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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 March 31, 2025

 

OR

 

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: 37,710,876 common shares issued and outstanding as of July 17, 2025.

 

 

 

 

 

 

METALERT INC. AND SUBSIDIARIES

For the quarter ended March 31, 2025

FORM 10-Q

 

    PAGE NO.
PART I. FINANCIAL INFORMATION 3
     
Item 1. Condensed Financial Statements 3
     
  Condensed Consolidated Balance Sheets at March 31, 2025 (unaudited) and December 31, 2024 (unaudited) 3
  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 months ended March 31, 2025 and 2024 (unaudited) 5
  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) 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 18
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 23
     
Item 4. Controls and Procedures 23
     
PART II. OTHER INFORMATION 23
     
Item 1. Legal Proceedings 23
     
Item 1A. Risk Factors 23
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 23
     
Item 3. Defaults Upon Senior Securities 24
     
Item 4. Mine Safety Disclosures 24
     
Item 5. Other Information 24
     
Item 6. Exhibits 24
     
  Signatures 25

 

2

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   March 31, 2025   December 31, 2024 
         
ASSETS          
Current assets:          
Cash and cash equivalents  $40,641   $53,501 
Accounts receivable, net   21,293    11,870 
Inventory   224,464    237,406 
Investment in marketable securities   649    649 
Other current assets   6,253    6,253 
Total current assets   293,300    309,679 
           
Property and equipment, net   18,272    18,333 
Intangible assets, net   192,273    206,081 
           
Total assets  $503,845   $534,093 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable  $177,294   $157,086 
Accrued expenses   391,600    332,001 
Accrued expenses, related parties   1,021,341    1,012,999 
Deferred revenues   8,642    9,244 
Short-term debt – line of credit   81,291    85,642 
Short-term debt - CARE loans   19,306    18,056 
Convertible promissory notes, net of discount   1,637,250    1,552,250 
Convertible notes, related parties, net of discount   1,232,193    1,232,193 
Notes payable   203,915    146,195 
Notes payable – related parties   46,500    45,000 
Total current liabilities   4,819,332    4,590,666 
           
Long-term convertible debt   202,500    260,000 
Long-term debt - CARE loan   130,694    131,944 
           
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 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 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 March 31, 2025 and December 31, 2024, respectively   -    - 
Preferred stock series D, $0.001 par value; 100,000 shares authorized, 75,000 and 75,000 issued and outstanding at March 31, 2025 and December 31, 2024, respectively   8    8 
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   25,157,784    25,122,881 
Accumulated deficit   (29,810,258)   (29,574,894)
Total stockholders’ deficit   (4,648,681)   (4,448,517)
Total liabilities and stockholders’ deficit  $503,845   $534,093 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

3

 

 

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   2025   2024 
   Three Months Ended March 31, 
   2025   2024 
Product sales  $14,369   $24,942 
Service income   26,399    23,376 
Total revenues   40,768    48,318 
           
Cost of products sold   18,092    4,474 
Cost of service revenue   4,285    655 
Total cost of goods sold   22,377    5,129 
           
Gross margin   18,391    43,189 
           
Operating expenses:          
Wages and benefits   78,066    82,883 
Professional fees   21,974    56,282 
Sales and marketing expenses   3,838    7,785 
General and administrative   54,050    72,246 
           
Total operating expenses   157,928    219,196 
           
Loss from operations   (139,537)   (176,007)
           
Other expenses:          
Amortization of debt discount   (13,250)   (11,400)
Interest expense and financing costs   (82,577)   (63,738)
           
Total other expenses   (95,827)   (75,138)
           
Net loss  $(235,364)  $(251,145)
           
Weighted average number of common shares outstanding - basic and diluted   36,225,340    33,498,678 
           
Net income (loss) per common share - basic and diluted  $(0.01)  $(0.01)

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

4

 

 

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three Months Ended March 31, 2025 and March 31, 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)

 

   

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, 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     -       -       -       -       -       -       -       -       1,400,000       140       46,884       -       47,024  
Issuance of preferred stock for financings     -       -       -       -       -       -       60,000       6       -       -       199,994       -       200,000  
Net (loss)     -       -       -       -       -       -       -       -       -       -       -       (251,145 )     (251,145 )
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 )

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

5

 

 

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   2025   2024 
   Three Months Ended March 31, 
   2025   2024 
Cash flows from operating activities          
Net loss  $(235,364)  $(251,145)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   14,853    21,954 
Stock based compensation   1,200    47,024 
Amortization of debt discount   13,250    11,401 
Changes in operating assets and liabilities:          
Accounts receivable   (9,422)   (7,632)
Inventory   12,942    (4,821)
Other current and non-current assets   -    57 
Accounts payable and accrued expenses   95,559    (235,826)
Accrued expenses - related parties   9,015    257,355 
Deferred revenues   (602)   1,194 
Due to/from Officers   1,500    - 
           
Net cash used in operating activities   (97,069)   (160,439)
           
Cash flows from investing activities          
Property and equipment purchases   (984)   (3,000)
           
Net cash used in investing activities   (984)   (3,000)
           
Cash flows from financing activities          
Proceeds from issuance of convertible debt   50,000    200,000 
Proceeds from issuance of notes payable   43,875    - 
Payments on notes   (4,352)   (14,930)
Payments on debt   (4,330)   (3,976)
           
Net cash provided by financing activities   85,193    181,094 
           
Net change in cash and cash equivalents   (12,860)   17,655 
           
Cash and cash equivalents, beginning of period   53,501    68,440 
           
Cash and cash equivalents, end of period  $40,641   $86,095 
           
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   $- 
Debt discount on convertible notes  $7,500   $- 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

6

 

 

METALERT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE MONTHS ENDED MARCH 31, 2025 AND 2024

(Unaudited)

 

1. ORGANIZATION AND BASIS OF PRESENTATION

 

During the periods covered by these financial statements, MetAlert, Inc. and its subsidiaries (the “Company”, “MetAlert”, “we”, “us”, and “our”) were engaged in business operations that design, manufacture and sell various interrelated and complementary products and services in the wearable technology and Personal Location Services marketplace. MetAlert owns 100% of the issued and outstanding capital stock of its two subsidiaries - Global Trek Xploration, Inc., Level 2 Security Products, Inc.

 

Global Trek Xploration, Inc. is a wearable technology company which designs, manufactures, sells, and distributes tracking and remote patient monitoring solutions for humans. Utilizing patent protected proprietary hardware, software, connectivity, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking platform, which provides real-time tracking and monitoring of people. Utilizing a miniature quad-band GPRS transceiver, antenna, circuitry, battery and inductive charging pad our solutions can be customized and integrated into numerous products whose location and movement can be monitored in real time over the Internet through our 24x7 tracking portal or on a web enabled cellular telephone. Our core products and services are supported by an IP portfolio of patents, patents pending, registered trademarks, copyrights, URL’s and a library of software source code, all of which is managed by Global Trek.

 

Level 2 Security Products, Inc. is in the high value non-human asset monitoring and recovery business for items such as firearms, vehicles, bikes, boats, ATVs, and a host of other valuable mobile assets which require oversight monitoring and theft recovery.

 

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 three months ended March 31, 2025 are not necessarily indicative of the results that may be expected for the year ending December 31, 2025. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2024, which are included in our Annual Report on Form 10-K.

 

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

 

Going Concern

 

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a stockholders’ deficit of $4,648,681 and negative working capital of $4,526,032 as of March 31, 2025 and used cash in operations during the period then ended. The Company anticipates further losses in the development of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan until such time as revenues and related cash flows are sufficient to fund our operations.

 

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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, 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.

 

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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.

 

Allowance for Doubtful Accounts

 

We extend credit based on our evaluation of the customer’s financial condition. We carry our accounts receivable at net realizable value. We monitor our exposure to losses on receivables and maintain allowances for potential losses or adjustments. We determine these allowances by (1) evaluating the aging of our receivables; and (2) reviewing high-risk customers financial condition. Past due receivable balances are written off when our internal collection efforts have been unsuccessful in collecting the amount due. Our allowance for doubtful accounts was $7,585 as of March 31, 2025 and as of December 31, 2024. 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 March 31, 2025 and 2024, products returned for repair or replacement have been immaterial. Accordingly, a warranty liability has not been deemed necessary.

 

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Use of Estimates

 

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

 

Fair Value Estimates

 

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

 

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

 

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

 

Principles of Consolidation

 

The accompanying condensed consolidated financial statements at March 31, 2025 and December 31, 2024 and for the years then ended include the accounts of MetAlert, Inc. and the following wholly-owned subsidiaries Global Trek Xploration and Level 2 Security Products, Inc.

 

All Intercompany transactions have been eliminated upon consolidation.

 

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Concentrations

 

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

 

As of March 31, 2025, the Company had three customers representing approximately 10% or more of sales and two customers representing approximately 10% or more of total accounts receivable, respectively. The Company had no one customers representing more than 10% of sales and three customers representing approximately 10% or more of total accounts receivable, respectively, for the period ended March 31, 2024.

 

Stock-based Compensation

 

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

 

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 March 31, 2025 and December 31, 2024 the fair value of our investment in marketable securities was $649 and $649, respectively.

 

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:

 

   2025   2024 
   March 31, 
   2025   2024 
Warrants   180,000    628,205 
Preferred B shares   18,462    18,462 
Preferred C shares   6,154    6,154 
Preferred D shares   7,500,000    7,500,000 
Conversion shares upon conversion of notes   132,961,044    114,372,483 
Total   140,665,660    122,525,304 

 

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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

 

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

 

3. INVESTMENT IN MARKETABLE SECURITIES

 

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

 

4. INVENTORY

 

Inventories consist of the following:

 

  

March 31,

2025

   December 31, 2024 
Raw materials  $12,766   $12,766 
Finished goods   211,698    224,640 
Total Inventories  $224,464   $237,406 

 

5. PROPERTY AND EQUIPMENT

 

Property and equipment, net, consists of the following:

 

   March 31, 2025   December 31, 2024 
Software  $25,890   $25,890 
Website development   91,622    91,622 
Software development   399,647    399,647 
Equipment   10,404    9,420 
Less: accumulated depreciation   (509,291)   (508,246)
Total property and equipment, net  $18,272   $18,333 

 

Depreciation expense for the period ended March 31, 2025 and 2024 was $1,045 and $8,335, respectively, and is included in general and administrative expenses.

 

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6. INTANGIBLE ASSETS

 

Intangible assets, net, consists of the following:

 

   March 31, 2025   December 31, 2024 
Trademarks  $3,308   $3,308 
Acquired intangible assets   276,157    276,157 
Less: accumulated amortization   (87,192)   (73,384)
Total intangible assets, net  $192,273   $206,081 

 

Amortization expense for the period ended March 31, 2025, and 2024 was $13,808 and $13,619 respectively, and is included in general and administrative expenses.

 

7. NOTES AND LOANS PAYABLE

 

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

 

   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    74,291    78,642 
Total   $285,206   $231,837 

 

(a) Term loans

 

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

 

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

 

(b) Lines of Credit

 

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

 

The line boar interest of 8.5%. As of March 31, 2025, the facility had a residual 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 March 31, 2025 and December 31, 2024 was $74,291 and $78,642, respectively, with $0 having been borrowed and $4,352 paid back during March 31, 2025.

 

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8. CONVERTIBLE PROMISSORY NOTES

 

As of March 31, 2025 and December 31, 2024, the Company had a total of $1,839,750 and $1,812,250, respectively, of outstanding convertible notes payable, which consisted of the following:

 

   March 31, 2025   December 31, 2024 
a) Convertible Notes – with fixed conversion, legacy debt  $415,500   $415,500 
b) Convertible Notes – with fixed conversion   1,130,000    1,072,500 
c) Convertible Notes – with fixed conversion and OID   108,000    108,000 
d) Convertible Note – with variable conversion   11,250    47,000 
e) Notes issued in relation to acquisition – with fixed conversion   200,000    200,000 
Less: Debt discount   (25,000)   (30,750)
Total convertible notes, net of debt discount  $1,839,750   $1,812,250 

 

 a) Included in Convertible Notes - with fixed conversion terms, are loans provided to the Company from various investors These notes carry simple interest rates ranging from 0% to 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.

 

b) Convertible notes totaling $927,500 have interest rates between 5% and 10% and are convertible in common shares between $0.35 and $4.00, and are considered short-term, and another $202,500 of notes still considered long-term and bearing interest rates at 10% and conversion rates ranging between $0.01 - $0.035.
     
c) Notes totaling $108,000 have an OID of 20%, an interest rate of 10% and a conversion rate of $0.030.
     
d)  On December 23, 2024, the Company entered into an unsecured short-term loan agreement with a third party for an aggregate of $68,000 with a 35% discount to market rate, if the note was not paid back by September 30, 2024. As of March 31, 2025, payments of $22,750 and note conversions totaling $34,000 have been made on note.
     
e) Notes totaling $200,000 were issued in relation to the acquisition of Level 2 Securities and bear a 10% interest rate and are convertible into the Company’s common shares at $0.01.

 

9. CARE Loans

 SCHEDULE OF LOANS PAYABLE

   March 31, 2025   December 31, 2024 
a) EIDL loan – short term   $19,306   $18,056 
a) EIDL loan – long term    130,694    131,944 
Total CARE loans   $150,000   $150,000 

 

(a) Economic Injury Disaster Loan

 

On June 10, 2020, the Company executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $150,000. The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest rate of 3.75% per annum.

 

A minimum installment interest payment plan was offered by the SBA, and we are making those payments while we are waiting for confirmation of an adjustment or the forgiveness of the loan. As of March 31, 2025, short term amounts due under the loan include planned principal payments in the next twelve months and any payments considered past due.

 

10. RELATED PARTY TRANSACTIONS

 

Convertible Notes Due to Related Parties

 

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

 

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

 

Accrued wages and costs - In order to preserve cash for other working capital needs, various officers, members of management, employees and directors agreed to defer portions of their wages and sometimes various out-of pocket expenses since 2011. As of March 31, 2025, and December 31, 2024, the Company owed $195,791, respectively, for such deferred wages and other expenses owed for other services which are included in the accrued expenses – related parties on the accompanying balance sheet. There were no new related party transactions in the quarter ended March 31, 2025.

 

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Officer Loans

 

From time-to-time our officers have loaned funds on a short-term basis for operational needs. These loans bear interest at 10% per annum. As of March 31, 2025 and December 31; 2024 the balances on these loans were $46,500 and $45,000, respectively.

 

11. EQUITY

 

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

 

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.

 

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 value of $1,000 each and are convertible into common shares at fixed price of $0.1625. Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Company’s Common Stock. No other dividends shall be paid on shares of Series B Preferred Stock, and they shall have no voting rights and have liquidation preference.

 

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 $0.975. 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 March 31, 2025, the Company did not issue any Series D preferred shares.

 

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

 

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Common Stock

 

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

 

During the period ending March 31, 2025, the Company issued 75,000 shares of its common stock to a consultant for services valued at $1,200 and 2,889,945 of its common stock for conversions on a convertible note valued at $34,000.

 

During the period ending 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

 

Since inception, the Company has issued numerous warrants to purchase shares of the Company’s common stock to shareholders, consultants and employees as compensation for services rendered. As of March 31, 2025, the number of warrants outstanding was 180,000.

 

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

 

   Exercise Price $   Number of Warrants 
Outstanding and exercisable at December 31, 2024   0.0340.15    180,000 
Warrants exercised    -    - 
Warrants granted    -    - 
Warrants expired    -    - 
Outstanding and exercisable at March 31, 2025    0.0340.15    180,000 
Stock Warrants as of March 31, 2025 
Exercise   Warrants   Remaining   Warrants 
Price   Outstanding   Life (Years)   Exercisable 
$0.15    100,000    .86    100,000 
$0.045    50,000    4.44    50,000 
$0.034    30,000    4.55    30,000 

 

During the period ended March 31, 2025, the Company had no warrant 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 March 31, 2025.

 

No options were granted during the period ending March 31, 2025.

 

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12. COMMITMENTS & CONTINGENCIES

 

Contingencies

 

From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events. As of March 31, 2025, there was no pending or threatened litigation against the Company.

 

13. SUBSEQUENT EVENTS

 

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

 

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

 

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

 

FORWARD-LOOKING STATEMENTS

 

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

 

Introduction

 

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

 

Overview

 

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

 

The Company was originally founded in 2002 as Global Trek Xploration, Inc. and, as part of a reverse merger, became publicly traded in 2008 as a 100% wholly owned subsidiary of GTX Corp, a Nevada corporation, under its former name “Deeas Resources Inc.” In September 2022, the public Company changed its name from GTX Corp to MetAlert, Inc. and effected a 1-for-65 reverse stock split of its issued and outstanding stock (OTC Pinks: MLRT). After the name change the Company maintained its ownership of its two wholly owned subsidiaries. During the periods covered by this report, MetAlert, Inc. and its subsidiaries were engaged in business operations that design, manufacture and sell various interrelated and complementary products and services in the wearable technology and Personal Location Services marketplace.

 

In September of 2023, we acquired Level 2 Security, LLC and merged it into a new 100% wholly owned subsidiary Level 2 Security Products, Inc. During that period, the operations of LOCiMobile, Inc., another 100% wholly owned subsidiary, was consolidated under Global Trek Xploration and the corporate entity was dissolved. MetAlert now owns 100% of the issued and outstanding capital stock of its two operating subsidiaries - Global Trek Xploration, Inc. and Level 2 Security Products, Inc. The LOCiMOBILE digital assets are now under the management of the parent company MetAlert and remain there, post dissolution, of the corporate entity (LOCiMobile, Inc.).

 

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

 

Global Trek Xploration, Inc. is a wearable technology company which designs, manufactures, sells, and distributes tracking and remote patient monitoring solutions for humans, by utilizing patent protected proprietary hardware, software, connectivity, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking platform, which provides real-time tracking and monitoring of people. Utilizing a miniature quad-band GPRS transceiver, antenna, circuitry, battery and inductive charging pad our solutions can be customized and integrated into numerous products whose location and movement can be monitored in real time over the Internet through our 24x7 tracking portal or on a web enabled cellular telephone. Our core products and services are supported by an IP portfolio of patents, patents pending, registered trademarks, copyrights, URL’s and a library of software source code, all of which is managed by Global Trek.

 

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

 

We believe the steps we took in 2024 to launch the Gen 2 version of GunAlert will start to yield the results in the coming months that we have been stiving towards. We currently have hundreds of SmartSoles on back order and have multiple government contracts in the review process for GunAlert, however during the first quarter of 2025 due to a change in administration cuts, and the uncertainty caused from the tariff fluctuations from various countries we manufacture in, we saw a complete stall in both manufacturing and government sales. As both these situations (tariffs and government budgets) start to sort out, we expect our business to ramp back up.

 

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.

 

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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 $40,768 for the three months ended March 31, 2025, compared to $48,318 for the three months ended March 31, 2024, representing a decrease of 16%. We currently have numerous SmartSole orders that cannot be fulfilled and have multiple government contracts in the review process for GunAlert; however during the first quarter of 2025 due to a change in administration cuts, and the uncertainty caused from the tariff fluctuations from various countries we manufacture in, we saw a complete stall in both manufacturing and government sales. As both these situations (tariffs and government budgets) start to sort out, we expect our business to ramp back up.

 

As a result, during the 1st quarter ended March 31, 2025, we did not meet our overall revenue goals. We did however see some positive trends with international subscriptions increasing their growth by 27% for the period ended Q1 2025 as compared to Q1 2024 indicating that the international distributors are selling their inventory into the marketplace in their respective countries.

 

During the period ended March 31, 2025, the Company’s customer base and revenue streams were comprised of approximately 69% B2B (Wholesale Distributors and Enterprise Institutions), 31% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon and Google).

 

During the period ended March 31, 2024, the Company’s customer base and revenue streams were comprised of approximately 56% B2B (Wholesale Distributors and Enterprise Institutions), 44% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon and Google).

 

Cost of goods sold

 

Cost of goods sold were $22,377 for the three months ended March 31, 2025, compared to $5,129 for the three months ended March 31, 2024, representing an increase of 336%. 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.

 

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We expect our margins to normalize with greater volume of products sold.

 

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

 

Wages and benefits

 

Wages and benefits decreased by 6% or $4,817 for the three months ended March 31, 2025, as compared to three months ended March 31, 2024, 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 $34,308 or 61% in the three months ended March 31, 2025, as compared to in the three months ended March 31, 2024. The decrease was primarily related to reduction in stock-based compensation during the periods.

 

Sales and marketing expenses

 

Sales and marketing expenses decreased by 51% or $3,947 in three months ended March 31, 2025, in comparison to the three months ended March 31, 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 three months ended March 31, 2025, decreased by $18,196 or 25% in comparison to the three months ended March 31, 2024, mostly due to decreases in investor and public relations expense.

 

Other expense

 

Other expense, net increased 28% or $20,689 in the three months ended March 31, 2025, compared to the three months ended March 31, 2024. This increase was primarily as a result of the increase in interest expense, the amortization of debt discounts and financing costs.

 

Net loss

 

Net loss decreased by 6% or $15,781 from in the three months ended March 31, 2025, compared to the three months ended March 31, 2024. This decrease, primarily due to the factors described above.

 

Liquidity and Capital Resources

 

As of March 31, 2025, we had $40,641 of cash and cash equivalents, and a working capital deficit of $4,526,032, compared to $53,501 of cash and cash equivalents and a working capital deficit of $4,280,987 as of December 31, 2024.

 

During the 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.

 

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Net cash used in investing activities during the three months ended March 31, 2025 and March 31, 2024 was $984 and $3,000, respectively.

 

Net cash provided by financing activities during the three months ended March 31, 2025, was $85,193 and consisted of $43,875 received for the issuance of a notes payable and $50,000 for a convertible note and payments to the line of credit of $4,352 and debt of $4,330. Net cash provided by financing activities during the three months ended March 31, 2024, was $181,094 and consisted of $200,000 received for the issuance of preferred shares, and payments to the line of credit of $3,976 and debt of $14,930.

 

Because revenues from our operations have, to date, been insufficient to fund our working capital needs, we currently rely on the cash we receive from our financing activities to fund our growth, capital expenditures and to support our working capital requirements. The sale of our products and services is expected to enhance our liquidity in 2025, although the amount of revenues we receive in 2025 still cannot be estimated.

 

Until such time as our products and services can support our working capital requirement, we expect to continue to generate revenues from our other licenses, subscriptions, international distributors, hardware sales, professional services and new customers in the pipeline. However, the amount of such revenues is unknown and is not expected to be sufficient to fund our working capital needs. For our internal budgeting purposes, we have assumed that such revenues will not be sufficient to fund all of our planned operating and other expenditures during 2025. In addition, our actual cash expenditures may exceed our planned expenditures, particularly if we invest in the development of improved versions of our existing products and technologies, and if we increase our marketing expenses. Accordingly, we anticipate that we will have to continue to raise additional capital in order to fund our operations in 2025. No assurance can be given that we will be able to obtain the additional funding we need to continue our operations.

 

In order to continue funding our growth, IP and working capital needs, as well as our new product development costs, during the first quarter of 2025, we continued to draw down on our credit line to fund purchase orders. However, no assurance can be given that the investor will provide the funding, if and when requested by us.

 

Going Concern

 

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

 

Off-Balance Sheet Arrangements

 

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

 

Inflation

 

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

 

Critical Accounting Policies and Estimates

 

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

 

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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 March 31, 2025, for the reasons set forth below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were ineffective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

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.

 

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.

 

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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)

 

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SIGNATURES

 

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

 

  METALERT, INC.
     
Date: July 17, 2025 By: /s/ ALEX MCKEAN
    Alex McKean,
    Chief Financial Officer (Principal Financial Officer)

 

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

 

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