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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 30, 2024

 

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: 34,745,931 common shares issued and outstanding as of November 14, 2024.

 

 

 

 
 

 

METALERT INC. AND SUBSIDIARIES

For the quarter ended September 30, 2024

FORM 10-Q

 

   

PAGE

NO.

PART I. FINANCIAL INFORMATION  
     
Item 1. Condensed Financial Statements 3
     
  Condensed Consolidated Balance Sheets at September 30, 2024 and December 31, 2023 (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 Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2024 and 2023 (unaudited) 5-6
  Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2024 and 2023 (unaudited) 7
  Notes to Condensed Consolidated Financial Statements (unaudited) 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 26
     
Item 4. Controls and Procedures 26
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 26
     
Item 1A. Risk Factors 26
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 26
     
Item 3. Defaults Upon Senior Securities 26
     
Item 4. Mine Safety Disclosures 26
     
Item 5. Other Information 26
     
Item 6. Exhibits 27
     
  Signatures 28

 

 2 

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

 

   September 30, 2024   December 31, 2023 
         
ASSETS          
Current assets:          
Cash and cash equivalents  $29,308   $68,440 
Accounts receivable, net   24,297    17,408 
Inventory   225,351    231,818 
Investment in marketable securities   649    649 
Other current assets   4,079    4,339 
Total current assets   283,684    322,654 
           
Intangible assets, net   219,888    261,761 
Property and equipment, net   11,159    25,780 
           
Total assets  $514,731   $610,195 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities:          
Accounts payable  $198,090   $264,671 
Accrued expenses   242,930    327,338 
Accrued expenses, related parties   1,033,125    762,365 
Deferred revenues   7,646    6,505 
Short-term debt – line of credit   89,886    102,040 
Short-term debt - CARE loans   16,778    12,972 
Convertible promissory notes, net of discount   1,610,250    1,484,142 
Convertible notes, related parties, net of discount   1,232,193    1,219,313 
Notes payable   146,195    146,195 
Notes payable – related parties   47,100    46,500 
Total current liabilities   4,624,193    4,372,041 
           
Long-term debt - CARE loan   133,222    137,028 
           
Total liabilities   4,757,415    4,509,069 
           
Commitments and contingencies   -    - 
           
Stockholders’ deficit:          
Preferred stock series A, $0.001 par value; 1,000,000 shares authorized; 13,846 shares issued and outstanding at September 30, 2024 and December 31, 2023   14    14 
Preferred stock series B, $0.001 par value; 10,000 shares authorized, 3 and 3 issued and outstanding at September 30, 2024 and December 31, 2023, respectively   -    - 
Preferred stock series C, $0.001 par value; 1,000 shares authorized, 6 and 6 issued and outstanding at September 30, 2024 and December 31, 2023, 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 
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 
Additional paid-in capital   25,103,322    24,844,494 
Accumulated deficit   (29,349,463)   (28,746,629)
Total stockholders’ deficit   (4,242,684)   (3,898,874)
Total liabilities and stockholders’ deficit  $514,731   $610,195 

 

See accompanying notes to condensed consolidated financial statements.

 

 3 

 

 

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

   2024   2023   2024   2023 
   Three Months Ended
September 30,		   Nine Months Ended
September 30,		 
   2024   2023   2024   2023 
Product sales  $24,556   $58,940   $66,105   $149,562 
Service income   27,472    26,801    78,404    57,710 
Total revenues   52,028    85,741    144,509    207,272 
                     
Cost of products sold   26,718    84,458    43,044    151,239 
Cost of other revenue   5,997    1,206    9,735    8,105 
Total cost of goods sold   32,715    85,664    52,779    159,344 
                     
Gross margin   19,313    77    91,730    47,928 
                     
Operating expenses:                    
Wages and benefits   65,460    120,865    197,261    363,359 
Professional fees   24,444    61,995    91,865    113,917 
Sales and marketing expenses   5,403    5,372    16,263    5,352 
General and administrative   57,747    65,232    183,685    178,690 
                     
Total operating expenses   153,054    253,464    489,074    661,318 
                     
Loss from operations   (133,741)   (253,387)   (397,344)   (613,390)
                     
Other income/(expenses):                    
Gain/(loss) on settlement of debt   -    -    -    44,217 
Gain/(loss) on marketable securities   -    -    -    (34)
Amortization of debt discount   (4,681)   (21,028)   (24,917)   (63,247)
Interest expense and financing costs   (59,410)   (155,146)   (180,573)   (254,836)
                     
Total other income/(expenses)   (64,091)   (176,174)   (205,490)   (273,901)
                     
Net loss   (197,832)   (429,561)   (602,834)   (887,291)
                     
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 condensed consolidated financial statements.

 

 4 

 

 

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three Months Ended September 30, 2024 and September 30, 2023 (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 
   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, 2024   13,846   $     14    3   $        -        6   $         -    75,000   $         8    33,845,931   $3,385   $25,091,372   $(29,151,631)  $(4,056,852)
Issuance of common stock for services   -    -    -    -    -    -    -    -    500,000    50    11,950    -                 12,000 
Issuance of preferred stock for financings   -    -    -    -    -    -    -    -    -    -    -    -    - 
Net income (loss)   -    -    -    -    -    -    -    -    -    -    -    (197,832)   (197,832)
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 Three 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 June 30, 2023   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)

 

 5 

 

 

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)
                                                                  
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)

 

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

 

 6 

 

 

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

   2024   2023 
   Nine Months Ended September 30, 
   2024   2023 
Cash flows from operating activities          
Net loss  $(602,834)  $(887,291)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation and amortization   61,369    25,005 
Change in fair value of marketable securities   -    34 
Stock based compensation   59,024    22,780 
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   (6,889)   (48,177)
Inventory   6,467    42,815 
Other current and non-current assets   259    3,275 
Accounts payable and accrued expenses   (150,989)   194,450 
Accrued expenses - related parties   214,458    171,456 
Accrued interest and financing costs   56,302    (50,877)
Deferred revenues   1,142    (6,400)
Due to/from Officers   600    30,450 
           
Net cash used in operating activities   (336,174)   (295,166)
           
Cash flows from investing activities          
Intangible assets purchases   -    42,408 
Property, plant and equipment purchases   (4,875)   - 
           
Net cash used in investing activities   (4,875)   42,408 
           
Cash flows from financing activities          
Proceeds from line of credit   -    46,881 
Proceeds from sale of preferred stock   200,000    100,000 
Proceeds from the issuance of debt   140,000    275,000 
Payments on line of credit   (12,153)   (29,021)
Payments on debt   (25,930)   (42,304)
           
Net cash provided by financing activities   301,917    350,556 
           
Net change in cash and cash equivalents   (39,132)   97,798 
           
Cash and cash equivalents, beginning of period   68,440    8,535 
           
Cash and cash equivalents, end of period  $29,308   $106,333 
           
Supplemental disclosure of cash flow information:          
Income taxes paid  $-   $- 
Interest paid  $-   $- 
           
Supplemental disclosure of noncash investing and financing activities:          
Issuance of common stock for conversion of debt and interest  $-   $74,211 
Debt discount on convertible notes  $23,000   $17,150 

 

See accompanying notes to condensed consolidated financial statements.

 

 7 

 

 

METALERT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2024 AND 2023

(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 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, 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.

 

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 months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2023, which are included in our Annual Report on Form 10-K.

 

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

 

 8 

 

 

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 losses and negative cash flows from operations during the period ended September 30, 2024 and has negative working capital of $4,340,509 as of September 30, 2024 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.

 

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.

 

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, Military and other Stand-Alone Devices. Subscription services revenues consist of fees from customers accessing our Geo-Location cloud-based platform through subscription or license fee, that are billed monthly, quarterly, semi-annual or annually.

 

Product sales

 

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

 

Services Income

 

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

 

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.

 

 9 

 

 

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 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 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 $12,000 as of September 30, 2024 and December 31, 2023, respectively.

 

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 30, 2024 and December 31, 2023, products returned for repair or replacement have been immaterial. Accordingly, a warranty liability has not been deemed necessary.

 

 10 

 

 

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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in the consolidated financial statements herein.

 

Concentrations

 

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

 

We currently rely on one manufacturer to supply us with our GPS GunAlert and one manufacturer to supply us with the GPS device included in the GPS GunAlert. The loss of this manufacturer could severely impede our ability to manufacture the GunAlert tracking solution.

 

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.

 

 11 

 

 

Stock-based Compensation

 

The Company accounts for share-based awards to employees and nonemployee directors and consultants in accordance with the provisions of ASC 718, Compensation—Stock Compensation (“ASC 718”). Under ASC 718, 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 30, 2024 and December 31, 2023 the fair value of our investment in marketable securities was $649.

 

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 
   September 30, 
   2024   2023 
Warrants   200,000    846,154 
Preferred B shares   18,462    18,462 
Preferred C shares   6,154    6,154 
Preferred D shares   7,500,000    1,500,000 
Conversion shares upon conversion of notes   118,094,563    111,624,469 
Total   125,819,179    113,995,239 

 

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.

 

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Recently Issued Accounting Pronouncements

 

There are other new accounting pronouncements issued by the FASB that the Company has adopted or will adopt, as applicable, and the Company does not believe any of these accounting pronouncements have had, or will have, a material impact on its consolidated financial statements or disclosures.

 

3. INVESTMENT IN MARKETABLE SECURITIES

 

The Company’s investments include marketable securities of two entities whereby the Company’s ownership is less than 5%. As of September 30, 2024 and December 2023, the securities were valued at $649, respectively.

 

4. INVENTORY

 

Inventories consist of the following:

 

   September 30, 2024   December 31, 2023 
Raw materials  $15,061   $24,936 
Finished goods   210,290    206,882 
Total inventories  $225,351   $231,818 

 

5. PROPERTY AND EQUIPMENT

 

Property and equipment, net, consists of the following:

 

   September 30, 2024   December 31, 2023 
Software  $25,890   $25,890 
Website development   91,622    91,622 
Software development   399,647    394,772 
Equipment   1,750    1,750 
           
Less: accumulated depreciation   (507,750)   (488,254)
Total property and equipment, net  $11,159   $25,780 

 

Depreciation expense for the period ended September 30, 2024 and 2023 was $19,497 and $25,005, respectively, and is included in general and administrative expenses.

 

6. INTANGIBLE ASSETS

 

Intangible assets, net, consists of the following:

 

   September 30, 2024   December 31, 2023 
Trademarks  $3,308   $3,308 
Tooling and molds   25,300    25,300 
Website development   9,400    9,400 
Software development   191,457    191,457 
Acquired patents and trademarks   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 30, 2024, was $59,577, and 2023 was $0, and is included in general and administrative expenses.

 

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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 
(a) Term loan  $146,195   $146,195 
(b) Revolving line of credit   7,000    7,000 
(b) Revolving line of credit   82,886    95,040 
Total  $236,081   $248,235 

 

(a) Term loans

 

In 2022, the Company entered into an unsecured short-term loan agreements with various third parties for an aggregate principal balance of $145,000 at an interest rate of 5% per annum, with the interest adjusted to 10% in the case of a default. One loan for $25,000 was paid in full on April 14, 2022, leaving $120,000 outstanding as of December 31, 2022.

 

In September of 2019, the Company entered into an unsecured term loan agreement with a third party for an aggregate principal balance of $50,000 at an interest rate of 5% per annum in relation to an Asset Purchase Agreement. The term loan became due on December 31, 2020, and is currently past due. The balance outstanding on the note as of September 30, 2024 was $36,389, which included $10,194 in interest, $4,500 in cash payments to principal and reductions of $19,305 due to sublet fees for office space and principal payments.

 

(b) Lines of Credit

 

The Company obtained a revolving line of credit agreement with an accredited investor of $500,000 during 2018.

 

The line bears interest of 8.5%. The line is based upon MetAlert providing the investor with purchase orders and use of proceeds, including production of goods schedules and loan repayment timelines. These loans/drawdowns are specifically for product, inventory and/or purchase order financing. As 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 30, 2024 and December 31, 2023 was $82,886 and $95,039, with $0 having been borrowed and $12,153 paid back in the September 30, 2024 period.

 

8. CONVERTIBLE PROMISSORY NOTES

 

As of September 30, 2024 and December 31, 2023, the Company had a total of $1,628,000 and $1,490,930, respectively, of outstanding convertible notes payable, which consisted of the following:

 

   September 30, 2024   December 31, 2023 
Convertible Notes – with fixed conversion, past due  $415,500   $415,500 
Convertible Notes – with fixed conversion   847,500    732,500 
Convertible Notes – with fixed conversion and OID   108,000    74,930 
Convertible Note – with variable conversion   57,000    68,000 
Notes issued in relation to acquisition – with fixed conversion   200,000    200,000 
           
Less: Debt discount   (17,750)   (6,788)
Total convertible notes, net of debt discount  $1,610,250   $1,484,142 

 

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

 

During the twelve months 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.

 

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9. CARE Loans

 

   September 30, 2024   December 31, 2023 
EIDL loan – short term  $16,778   $12,972 
EIDL loan – long term   133,222    137,028 
Total CARE loans  $150,000   $150,000 

 

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 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 30, 2024 and December 31, 2023, short term amounts due under the loan include planned principle 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 30, 2024, there was no change in related party notes.

 

During the period ended December 31, 2023, the related parties converted $40,000 of debt, plus interest, for 4,269,600 shares of common stock. Additionally, the Company’s executives transferred $35,000 of their outstanding employee notes for cash to a third party. Lastly, one executive applied various payments to a note. The transferred notes had no change in terms, thus resulting in no gain or loss on the extinguishment related to the transfer of debt, making the outstanding balance on the related party notes on December 31, 2023, as $1,219,313, net of debt discounts.

 

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. As of September 30, 2024, and December 31, 2023, 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 September 30, 2024.

 

Officer Loans

 

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

 

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

 

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.

 

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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 value of $1,000 each and are convertible into common shares at fixed price of $0.0025. Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Company’s Common Stock. No other dividends shall be paid on shares of Series B Preferred Stock, and they shall have no voting rights and have liquidation preference.

 

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. 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.

 

During the period ended December 31, 2023, the Company issued 15,000 Series D 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 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 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 the period ending September 30, 2024, the Company issued 1,900,000 shares of its common stock to consultants for services valued at $59,024, based on the fair value of the underlying stock on the date of grant.

 

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

 

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Common Stock Warrants

 

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

 

   Exercise
Price $		  

Number of

Warrants

 
Outstanding and exercisable at December 31, 2023   0.05 – 2.60    846,154 
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 

 

Stock Warrants as of September 30, 2024 
Exercise   Warrants   Remaining   Warrants 
Price   Outstanding   Life (Years)   Exercisable 
$0.15    100,000    1.36    100,000 
$0.1625    100,000    0.14    100,000 

 

During the period ended September 30, 2024, the Company did not issue any warrants, with 646,154 of warrant expiring, leaving a balance at September 30, 2024 of 200,000.

 

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 30, 2024.

 

No options were granted or outstanding as of the period ending September 30, 2024.

 

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 30, 2024, there was no pending or threatened litigation against the Company.

 

13. SUBSEQUENT EVENTS

 

Subsequent to September 30, 2024, the Company issued 400,000 shares of common stock valued at $16,350 to two consultants.

 

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

 

FORWARD-LOOKING STATEMENTS

 

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

 

Introduction

 

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

 

Organization and Presentation

 

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.

 

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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.

 

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.

 

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”)

 

   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%

 

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Revenues

 

Revenues were $52,028 for the three months ended September 30, 2024, compared to $85,740 for the three months ended September 30, 2023, representing a decrease of 39%. This decrease was primarily driven from delays in production on our SmartSoles, where delivery of the finished product until early October of 2024, and not receiving inventory for our newGunAlert version 2 until early October as well.

 

As a result, during the third quarter ended September 30, 2024, we did not meet our overall revenue goals. We did however see some positive trends with international subscriptions increasing their growth by 62% for the period ended Q3 2024 as compared to Q3 2023 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,

 

We also worked on expanding our SmartSole distribution and began pilot programs in Spain and Portugal and with a large security company in Mexico City whose testing and evaluation period has successfully led to the Company in Mexico placing their first SmartSole order.

 

During the period ended September 30, 2024, the Company’s customer base and revenue streams were comprised of approximately 63% B2B (Wholesale Distributors and Enterprise Institutions), 37% 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 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 $32,715 for the three months ended September 30, 2024, compared to $85,664 for the three months ended September 30, 2023, representing a decrease of 62%.

 

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.

 

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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 44% in the three months ended September 30, 2024, as compared to three months ended September 30, 2023, predominantly 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 shareholder communications. Such costs decreased $37,551 or 61% in the three months ended September 30, 2024, as compared to in the three months ended September 30, 2023. Professional fees have decreased primarily as a result of responsibilities being transferred from outside contractors and consultants to in-house personnel.

 

Sales and marketing expenses

 

Sales and marketing expenses remained comparable in the three months ended September 30, 2024, in comparison to the three months ended September 30, 2023.

 

General and administrative

 

General and administrative costs in the three months ended September 30, 2024, decreased by $7,485 or 11% in comparison to the three months ended September 30, 2023, mostly due to decreases in development and production expenses. While at the same time, the Company continues many cost saving measures, including the entire senior management team deferring salaries.

 

Other income/(expense), net

 

Other expenses, net decreased 64% or $112,085 in the three months ended September 30, 2024, compared to the three months ended September 30, 2023. This decrease was primarily as a result of reductions in financing costs and reductions in amortizations of debt discounts.

 

Net income/(loss)

 

Net loss decreased by 54% or $231,731 from Q3 2024 in comparison to Q3 2023. This decrease, was primarily due to the lower revenues as we transition out of direct-to-consumer PPE sales into our core B2B business, the effort to get the new Level 2 Security Products out to market, reductions in amortizations of debt discounts and reduced financing costs.

 

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%

 

 22 

 

 

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).

 

 23 

 

 

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 30, 2024, we had $29,308 of cash and cash equivalents, and a working capital deficit of $4,340,509, compared to $106,333 of cash and cash equivalents and a working capital deficit of $3,730,701 as of December 31, 2023.

 

 24 

 

 

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.

 

Net cash used in investing activities during the nine months ended September 30, 2024 and 2023, was $4,875 and $42,408, respectively.

 

Net cash provided by financing activities during the nine months ended September 30, 2024, was $301,917 and consisted of $140,000 received for the issuance of debt, $200,000 received for the issuance of preferred shares, and payments to the line of credit of $12,153 and payments on debt of $25,930. Net cash provided by financing activities during the nine months ended September 30, 2023, was $350,556 and consisted of $275,000 received for the issuance of debt and $100,000 from the sale of preferred stock, $46,881 from the use of the line of credit, and payments to the line of credit of $29,021 and payments on debt of $42,304.

 

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, although the amount of revenues we receive in 2024 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. 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. 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, working capital needs and new product development costs, during the first nine months of 2024 we relied upon existing sales and our SPA 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 suffered net losses, negative cash flows from operations, and has a negative working capital deficit. 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, 2023, for more information regarding risks associated with our business.

 

Off-Balance Sheet Arrangements

 

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

 

Inflation

 

We believe that our business and operations could be materially affected by inflation, as unexpected increases in our costs could affect how we manage operations

 

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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.

 

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

 

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

 

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

 

Based on the evaluation as of September 30, 2024, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

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 UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

 

None.

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

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ITEM 6. EXHIBITS.

 

(a) Exhibits

 

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: November 14, 2024 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

 

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