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 UNITED
STATES

 SECURITIES
AND EXCHANGE COMMISSION

 Washington,
D.C. 20549

 FORM

 (Mark
One)

 ANNUAL
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For
 the fiscal year ended December 31, 2023

 TRANSITION
 REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Commission
File Number 000-53046

Inc.

 (Exact
name of registrant as specified in its charter)

 Nevada

 98-0493446

 (State
 of incorporation)

 (I.R.S.
 Employer Identification No.)

 W 9th Street; Suite 1214, Los Angeles, CA 90015

 213 - 489-3019

 (Address
 of principal executive offices)

 (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:

 None

 MLRT

 None

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

 Common
Stock, Par Value $0.0001 (Title of class)

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

 Yes
 No

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

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

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

by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer,"
"smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.

 Large
 accelerated filer

 Accelerated
 filer

 Non-accelerated
 filer

 Smaller
 reporting company

 (Do not check if a 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.

by check mark whether the registrant has filed a report on and attestation to its management's assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.

 If
securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant
included in the filing reflect the correction of an error to previously issued financial statements.

by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based
compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to
§240.10D-1(b).

by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes No

 The
aggregate market value of registrant's common stock held by non-affiliates of the registrant, based upon the closing price of a
share of the registrant's common stock on June 30, 2023 was approximately $ 1,407,332. At May 24, 2024, there were 33,845,931
shares of the registrant's common stock outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 Documents
incorporated by reference: No documents are incorporated by reference into this annual report on Form 10-K.

 TABLE
OF CONTENTS

 SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT

 ITEM
 1.

 DESCRIPTION OF BUSINESS

 ITEM
 1A.

 RISK FACTORS

 ITEM
 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM
 2.

 DESCRIPTION OF PROPERTIES

 ITEM
 3.

 LEGAL PROCEEDINGS

 ITEM
 4.

 MINE SAFETY DISCLOSURES

 ITEM
 5.

 MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM
 6.

 SELECTED FINANCIAL DATA.

 ITEM
 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM
 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 ITEM
 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM
 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM
 9A.

 CONTROLS AND PROCEDURES

 ITEM
 9B.

 OTHER INFORMATION

 ITEM
 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM
 11.

 EXECUTIVE COMPENSATION

 ITEM
 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM
 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM
 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES.

 ITEM
 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 ITEM
 16.

 SUMMARY

 SIGNATURES

 SPECIAL
NOTE REGARDING FORWARD-LOOKING STATEMENTS AND OTHER INFORMATION CONTAINED IN THIS REPORT

 Information
in this report contains "forward looking statements" which may be identified by the use of forward-looking terminology, such
as "may", "shall", "will", "could", "expect", "estimate", "anticipate",
"predict", "probable", "possible", "should", "continue", or similar terms,
variations of those terms or the negative of those terms. The forward-looking statements specified in the following information have
been compiled by our management on the basis of assumptions made by management and considered by management to be reasonable. Our future
operating results, however, are impossible to predict and no representation, guaranty, or warranty is to be inferred from those forward-looking
statements.

 The
assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future
events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result,
the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among
reasonable alternatives requires the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially
from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements.
No assurance can be given that any of the assumptions relating to the forward-looking statements specified in the following information
are accurate, and we assume no obligation to update any such forward-looking statements.

 Note
Regarding Reverse Stock Split

 The
Company effected a reverse split of its outstanding common stock, par value $0.0001, at a ratio of 1-for-65, effective as of September
12, 2022 (the " Reverse Split "). All share and per share amounts have been restated as if the split occurred as of
the earliest period presented.

 PART

 ITEM
 1.

 DESCRIPTION
 OF BUSINESS

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

 BUSINESS
OVERVIEW

 MetAlert,
Inc. (OTC Pinks: MLRT) is a pioneer in location sensitive remote patient health monitoring devices and wearable technology products industry.

and its subsidiaries are engaged in designing, developing, manufacturing, distributing, and selling products and services in GPS/BLE
wearable technology, personal location, wandering assistive technology, and health data collection and monitoring. The company offers
a global end-to-end hardware, software, and connectivity solution, in addition to developing two-way tracking technologies, which seamlessly
integrate with consumer products and enterprise applications.

 With
over 20 years of experience and an extensive patent portfolio with more than twenty-five patents, MetAlert provides solutions for consumers/patients
afflicted with Alzheimer, Dementia, and Autism (ADA). This market represents approximately 2.9% of the world's population (approximately
34 million people in 24 developed countries). Due to specific behaviors (problems with memory, adversity to wearing unknown items, etc.)
consumers/patients in this market segment, cannot use products such as an iPhone or Fitbit. This has created a significant market with
very few competitors for MetAlert.

 Using
its award-winning patented GPS SmartSole as a hub for collecting and transmitting data to the cloud in real-time, MetAlert is expanding
its value proposition to consumers and increasing its revenue per user (RPU) while creating the largest database of health statistics
for ADA consumers/patients. MetAlert generates revenue from product sales, recurring subscriptions, intellectual property licensing,
and professional services. The company has international distributors servicing customers in over 35 countries and is an approved U.S.
military government contractor. Customers include public health authorities and municipalities, emergency and law enforcement, private
schools, assisted living facilities, NGOs, small business enterprises, senior care homes and consumers.

 The
Company is headquartered in Los Angeles, California, has a sales office in London, England, and distributors across the globe.

 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). Post name change the Company kept its 2 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.). 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.

 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.

 MetAlert's
flagship product is its award-winning, patented GPS SmartSole tracking and monitoring solution, which is the world's first
invisible wearable technology GPS tracking device created for those at risk of wandering due to Alzheimer's, dementia, autism,
and traumatic brain injury. The GPS SmartSole is reimbursable through Medicaid or various insurance providers and government agencies
in some U.S. States, Canada, Norway, and the UK.

 We
answer the "where is" question: such as, where is my mother, child, employee, soldier, pet, drone, artwork,
or other high value assets, through our proprietary IoT ("Internet of Things") enterprise platform.

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

 Since
inception, MetAlert has developed, sold and commercially launched numerous products, including, its GPS Smart Shoes, SmartSoles, Bluetooth
Low Energy ("BLE") SmartSoles, hand-held GPS tracking devices, a proprietary custom military personnel and asset tracking
solution, a weapons tracker, pet tracker, infant tracker and more than 20 smartphone and tablet Apps, all supported by its hosted and
scalable backend monitoring platform and intellectual property portfolio. The Company has multiple product lines comprising of its core
wearable tech SmartSole line, Military line, OEM devices and supplies, professional services, Near Field Communications (NFC) asset tracking
and intellectual property licensing. The business units generate various revenue streams, such as product sales, recurring subscriptions,
software, and intellectual property (IP) licensing, fees for custom hardware and software development, along with professional consulting,
support, and maintenance services. Many of its products are protected by MetAlert's intellectual property portfolio of issued patents,
licensed patents, patents pending, registered trademarks, copyrights, URLs and a library of proprietary hardware and software designs.
MetAlert's customer base ranges from the U.S. military, foreign military, public health authorities and municipalities, emergency,
and law enforcement, first responders, private schools, assisted living facilities, NGOs, business enterprises, senior care homes and
direct to consumer.

 Media
recognition is an important component of MetAlert's marketing strategy and over the years, the company and its GPS SmartSole have
been featured on CNN, Good Morning America, The Doctors, Fox News, Discovery Channel, ABC, NBC, CBS, The New York Times, LA Times, U.S.A.
Today, the LA Business Journal, AARP, Keeping up with the Kardashians and numerous other television, radio, magazine, and newspaper media
outlets worldwide. Additionally, our new Gun Alert product is also receiving media accolades and has received media exposure across
local news channels as gun safety continues to dominate the national headlines.

 The
Company maintains several Internet websites, blogs and social media sites including; www.metalert.com, www.mygunalert.com, www. gtxmask.com,
www.locimobile.com, www.trackmyworkforce.co, and www.gpssmartsole.com. Our annual reports, quarterly reports, current reports
on Form 8-K and amendments to such reports filed or furnished pursuant to section 13(a) or 15(d) of the Securities and Exchange Act of
1934, as amended (the "Exchange Act"), and other information related to this Company, are available, free of charge, on our
corporate website as soon as we electronically file those documents with, or otherwise furnish them to, the Securities and Exchange Commission.
The Company's various Internet websites and the information contained therein, or connected thereto, are not, and are not intended,
to be incorporated into this Annual Report on Form 10-K. Our principal executive offices are located at 117 W 9 th Street,
Los Angeles, California, 90015 and our main telephone number is (213) 489-3019. The information on, or that can be accessed through,
our websites is not part of this report, and you should not rely on any such information in making any investment decision relating to
our common stock.

 Our
business is comprised of one reportable segment.

 We
are a "smaller reporting company" as defined in the Exchange Act. We may take advantage of certain of the scaled disclosures
available to smaller reporting companies until the fiscal year following the determination that our voting and non-voting common stock
held by non-affiliates is more than $250 million measured on the last business day of our second fiscal quarter, or our annual revenues
are less than $100 million during the most recently completed fiscal year and our voting and non-voting common stock held by non-affiliates
is less than $700 million measured on the last business day of our second fiscal quarter.

 BUSINESS
UNITS

 1)

 Human Tracking
 and Monitoring Technology - Our SmartSole line of wearable footwear technology is designed for people with cognitive memory disorders,
 such as Alzheimer's, dementia, autism, and traumatic brain injury ("TBI"). Approximately 9 million people in the
 U.S. and over 100 million worldwide expected to reach 277 million by 2050 fall under this umbrella of people with cognitive disorders.
 Typically, these people tend to wander and require some wander guard technology and remote oversight. The SmartSoles are comfortable
 orthotic insoles embedded with a GPS and cellular tracking module, so that a caregiver can know in real time where a loved one is
 at the touch of a button from any smartphone or computer. The Company also leverages its technology platform for use in high value
 asset tracking such as drones, small light weight cargo, and other high value mobile assets that require a robust, small footprint
 and low power consumption hardware and software platform. MetAlert has been working on expanding this unit to include Short Range
 and Logistics tracking, utilizing BLE and NFC technology for tracking valuable assets across the supply chain, such as expensive
 clothing, wines, foods, or pharmaceuticals. BLE - Bluetooth Low Energy and NFC – Near Field Communication are a short-range
 wireless protocol that triggers data exchange from one device to another. The chip is about the size of a nickel and can be attached,
 embedded, sewn, glued, embroidered, and even ironed on or otherwise affixed to just about any person or product, including print
 materials, packaging, and wearables.

 2)

 Asset
 Monitoring and Theft Recovery – In 2023 the Company expanded its product line into 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.

 3)

 IP
 and Technology licensing - many of our patents were issued over the past 10 years and we continue to add new patents to our portfolio,
 and as GPS and wearable technology becomes more ubiquitous and used in numerous products, the MetAlert intellectual property portfolio
 is garnering interest within the tech community. MetAlert is currently engaged in a licensing and monetization campaign. Over 150
 companies that could potentially license some or all our IP have been identified and so far, the Company has signed 14 licensing
 agreements and generated over $1 million dollars in license fees.

 4)

 Medical Supplies –
 In 2020 the Company expanded its product line from medical devices to high quality Health & Safety protective equipment and supplies,
 ranging from hearing assisted technology to masks, sanitizing equipment, UV sterilization equipment, and rapid test kits. With many
 of its products made or sourced in the U.S. This business unit was significant during Covid, however moving forward we will adjust
 the unit size to account for market conditions and market demands.

 CORPORATE
STRATEGY

 Management's
corporate strategy is to continue to build and grow MetAlert as a health & safety medical and wearable technology company that provides
turnkey solutions for the consumer, enterprise, and government. Most of the MetAlert tracking and monitoring products are sold with a
monthly, quarterly, or annual subscription service plan or licensing fees ranging from $2.00 to $35.00, per month per monitored asset.
In addition to product sales and recurring subscription fees, the Company also generates revenues through software and IP licensing.
Many of our patents have filing dates going back to 2004, 2005 and 2006, have ongoing open continuations, with many of patent claims
being used in the marketplace today, providing an opportunity for the Company to license its IP to other technology companies. Part of
our strategy is to identify new companies or existing companies that launch new products that are a potential licensee candidate.

 As
part of our long-term growth strategy, we are focused on launching new medical and tracking wearable products, either internally
developed or acquired through licensing, that stand alone or can be part of our SmartSole platform that help grow our subscriber
base or increase our average revenue per subscriber. New product development can lead to new IP, hence strengthening our IP
portfolio creating additional licensing opportunities. Collectively this approach feeds on one another whereby we can build steady
recurring revenue streams. Launching new products, new vertical sales channels and building out our patent portfolio are the key
drivers for growth. The more products we develop and sell, the more subscribers we bring onboard. And, as our patent portfolio grows
and evolves, so do our licensing opportunities. To date we have built a network of strategic global partners, a robust technology
platform of proprietary hardware and software and a growing intellectual property (IP) portfolio. The MetAlert product lines of
embedded smart wearable GPS devices, Stand-Alone GPS devices, Asset and Theft Recovery devices, Digital Apps, BLE/NFC solution,
encrypted RF military personnel and asset tracking solutions and protective medical supplies and devices are sold direct to the
consumer ("B2C"), to the enterprise business to business ("B2B"), and to local, state, federal and
international government agencies, through our network of resellers, affiliates, distributors, non-profit organizations, military
and police departments, manufacturers reps and retailers. The Company has been ramping up its product distribution and sales
channels and, as of December 31, 2023, the Company had live units in the field and / or paying subscribers in over 40 countries,
with customers and distributors in Canada, Mexico, Europe, Latin America, Asia, the Middle East, and parts of Africa. In the U.S.
the Company sells direct to the consumer through its online ecommerce platform, a host of retailers and resellers along with
hundreds of online affiliates. The Company also manages direct B2B enterprise and government sales through its business development
team and advisors. The B2B initiatives comprise of supporting existing distributors along with bringing on new distributors, working
with U.S. and Foreign agencies, to support existing business and secure new business, and domestically to work with local, state,
and federal agencies to acquire reimbursement codes for its line of SmartSoles. To date, MetAlert has been issued a vendor number
for reimbursement in 11 U.S. states and internationally in Canada, Norway, Sweden and in the U.K. the National Health Services
("NHS") began conducting regional pilots for the wander assistive GPS SmartSoles, in urban centers with high populations
of seniors afflicted with dementia. Under these reimbursement programs, the SmartSoles are either partially (50% to 60%) or
sometimes up to (100% including the monthly subscriptions) paid for or subsidized by the local, state, or federal grants or through
insurance reimbursement. As additional resources become available, we plan to apply for new grants and private insurance
reimbursement along with other health and municipal services both domestically and in other countries. Where granted, the subsidies
lower the cost of buying and owning our tracking products, which can result in an increase in customers and revenues.

 INDUSTRY
OVERVIEW

 Smart
wearable technology is becoming ubiquitous, and it is starting to find its way into all parts of the global society. Miniature electronic
devices that are worn by a person, commonly referred to as wearables, are continuing a strong upward trajectory evident by the likes
of Nike, Garmin, Google, Samsung, Apple, Verizon and a host of other fortune 100 companies that have entered into this space. Wearable
Technology is on the rise in personal fitness, wellness, healthcare, and business use. CCS Insight (a provider of market information,
data analysis and market intelligence) recently updated its outlook on the future of wearable tech, indicating that 411 million smart
wearable devices, worth a staggering $34 billion, were be sold in 2020.

 Location-Based
Services (LBS) and Real-Time Location Systems (RTLS), published by Markets and Markets, are expected to grow from USD 16.0 billion
in 2019 to USD 40.0 billion by 2024, at a Compound Annual Growth Rate ("CAGR") of 20.1%. This growth will be fueled because
it is now possible for a network of physical objects (humans, vehicles, buildings, infrastructure, equipment of all shapes and types)
to collect and exchange data and to communicate and work together. This enables devices, sensors and systems to operate autonomously
in pursuit of goals and objectives set by the human architects of the system. We believe that accurately identifying the location of
a person or assets in real time will be a key driver in many applications for the consumer, enterprise, and government sectors.

 The
Caregiving Innovation Frontiers ("CIF") study by the Longevity Network, used analysis and research from Parks Associates
found that an estimated 117 million Americans will need assistance of some kind by 2022, but the number of unpaid caregivers is only
expected to reach 45 million in the same year. This demand represents a $279 billion revenue opportunity over the coming years across
six different business areas identified in the study, with 80% of spending being out-of-pocket costs. Technology solutions and remote
health monitoring systems that enable family caregivers to monitor the location of elderly persons could provide key relief, according
to the report. The CIF report outlined six areas for business opportunities, with huge potential for revenue grabs. Technology represents
an opportunity across all the service areas, according to the Association of American Retired Persons (AARP). Most family caregivers
(67% of them) want to use technology to monitor their loved one's health and safety, but only about 10% are doing so right now,
leaving a lot of room for growth.

 In
our ever-mobile society, it helps to know where we are and where we are going. Same with caregivers of seniors suffering from Alzheimer's
and dementia, freight forwarding companies wanting to know where their packages are, and employers wanting to know where their field
workers are. Many parents desire to have the ability to know where their children are and where they are going. Having such information
is now possible with access to real-time information delivered on-demand through miniaturized, low power consumption locator systems
and technologies such as ours. The same logic applies for high value assets, and specifically in the world of gun safety. Whereby, there is estimated
to be over 400 million firearms in the U.S. and a concentrated effort by lawmakers, federal government and local agencies and consumers
at large to implement reasonable and sensible gun safety solutions.

 The
rising need for real-time location systems (RTLS) and wearable location-based services (LBS) is influenced by several factors, among
them:

 Universal
 awareness and expanding penetration of GPS enabled mobile smartphones & tablets (estimated 2 billion devices).

 Personal
 and asset security concerns affecting a greater portion of the population. This includes the increased awareness related to global
 terrorism, active shootings, natural disasters, and general unrest.

 Increasing
 numbers of elderly or memory impaired (Alzheimer's, dementia, autism, etc. approximately 9 million in U.S. and according
 to the World Health Organization who estimates that Alzheimer's will reach 135 million worldwide by 2050).

 Corporations
 needing to manage worker productivity, efficiency, and logistics.

 Government
 agencies, law enforcement and military need to track personnel and assets.

 Massive
 lifestyle adoption of location-based advertising and social networking.

 MetAlert's
management believes that more and more consumers, enterprises, and government agencies are realizing the importance of using tracking
and monitoring information technology. The technology growth story has long focused on the consumer, but as enterprises in every industry
sector, including the government sector, look to technology to facilitate and transform their own operations, the opportunities for technology
companies have broadened considerably. The following information illustrates the ways in which various tech markets are expected to grow.

 The
LBS and RTLS market have grown considerably over the past few years and is expected to grow further with increasing portable personal
digital assistant ("PDA") based e-commerce. The overall market is expected to grow from $15.04 billion in 2016 to $77.84
billion by 2021, at a CAGR of 38.9 %.

 CORPORATE
STRUCTURE

 MetAlert,
Inc. is a Nevada corporation which operates two wholly owned subsidiaries Global Trek Xploration, Inc. and Level 2 Security Products, Inc.

 Global
Trek Xploration is a California corporation which engages in the business of, design, development, manufacturing, and sales of medical
devices and supplies, and Global Positioning Satellite ("GPS"), Cellular, Radio Frequency ("RF") Near Field Communications
("NFC") WiFi and Bluetooth low energy ("BLE") monitoring and tracking solutions. MetAlert is vertically integrated
and provides hardware, software, and connectivity, delivering a location-based platform that enables subscribers to track in real time
the whereabouts of people, or high valued assets. Our proprietary GPS devices, which consist of a miniature quad-band General Packet
Radio Service ("GPRS") transceiver, custom antenna, circuitry, battery, and inductive charging pad can be customized and
integrated into numerous form factors. The finished products are then placed or worn so that their location and movement can be monitored
in real time over the Internet through our 24x7 tracking portal or on a web-enabled cellular telephone. The tracking portal is fully
scalable and has been licensed to several partners both in the U.S. and internationally. It is a secure platform equipped with a database,
application-programming interface ("API") for custom integration, and communication SMS gateway software and hardware. Subscriber
internet communications are routed through MetAlert's proprietary, fault-tolerant, carrier-class, and application-specific interface
software. Our Location Data Center services are also offered to non-Global Trek Xploration products and hardware systems (i.e. handsets
and personal electronics) of major electronics manufacturers through the offer and sale of exclusive licenses (either geographical, regional
or product categories).

 Markets
that Global Trek Xploration is currently in, or is exploring, include:

 Families
 with members who have Alzheimer's and or dementia, including developmentally challenged adults;

 Elder
 care support, life-style management, and e-health applications;

 Adults
 and children with cognitive disorders such as Autism and TBI;

 High
 value asset tracking and location capability of drones, bikes, motorcycles, containers, luggage, artwork, and other mobile valuable
 assets that require monitoring or tracking;

 GIG
 Economy mobile work force;

 Security
 for high-level executives, field workers, first responders, journalists, government employees;

 Military
 and law enforcement;

 Biometrics,
 health, safety, and wellness; and

 Accessories
 and peripherals.

 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.

 PRODUCTS
& SERVICES

 GPS
 SmartSole and the SmartSole plus – a wearable orthotic insole GPS tracking, monitoring and recovery solution for
 those at risk of wandering due to Alzheimer's, dementia and autism.

 MyGunAlert –
 a gun lock safety technology solution designed to lock a firearm, detect unauthorized movement and with GPS, help you recover your
 firearm by sending you an alert immediately if it is touched, moved, or stolen.

 Take
 Along Tracker 4G – a stand-alone miniature tracking and SOS device that allows for GPS capabilities, plus 4G, GSM, data
 and voice as well as a 3-way motion sensor.

 Track
 My Workforce – a mobile app allowing employers to monitor mobile employees like drivers and sales representatives through
 their Smartphone.

 Sole
 Protector for GPS Smartsole – created specifically for the GPS SmartSole in order to boost longevity, hygiene, covertness,
 protection and comfort. Extends the life of the SmartSole with increased shock absorption and water resistance.

 Protective
 Medical devices and supplies – Ranging from PPE's such as masks, sanitizers, face shields, UV wands and assorted
 equipment all the way to and including; Antibody and Antigen rapid test kits and hearing assisted technologies.

 VeriTap
 - an NFC tag and middleware application designed to monitor logistics and assets in the supply chain.

 CUSTOMERS

 The
Company, along with its international distributors, services thousands of consumers, hundreds of businesses, and dozens of local, state,
and federal government agencies, across 6 continents. MetAlert also sells products and services to the U.S. Military and law enforcement
agencies and is an approved government contractor. Other MetAlert customers include public health authorities, municipalities, and Universities,
in the U.S., Canada and across Europe. MetAlert also has a vendor number in 11 U.S. States and sells to local and state agencies supported
by Medicare and Medicaid. Other customers range from retailers, healthcare facilities, private schools, assisted living facilities, NGOs,
small business enterprises, senior care homes, and security companies. The Company also has several branded products and sells direct
to the consumer.

 INTELECTUAL
PROPERTY

 MetAlert's
IP portfolio not only supports the Company's core product lines by creating barriers of entry to competitors, but also
underscores the Company's intrinsic value and generates revenues from out bound licensing. Our early investment in IP dates to
2002 and demonstrates MetAlert's commitment to developing innovative technology in the growing wearable GPS, LBS and RTLS
space. The MetAlert IP portfolio underpins its business and provides support across all its business units. The portfolio addresses
three core areas: Footwear, Communication and International coverage and as of December 31, 2023, we had twenty-three (23) patents
and several trademark registrations. These include eighteen (18) issued U.S. utility patents, three of which are insole patents, two
(2) issued U.S. design patents, and two (2) other pending U.S. utility patent applications and (1) U.S. gun tracking patent. We also have two (2) issued Mexican
utility patents and one (1) issued European foreign national patent application based on our U.S. filings. In addition to the five
(5) comm protocol's (program-to-program communications access methods), which falls under MetAlert U.S. Patent 8,760,286,
commonly referred to as the 286 MetAlert patent family, MetAlert also has several patents on the device side. The international
multi- pronged IP protection approach is part of the overall intellectual property strategy protecting all aspects of the MetAlert
enterprise and value of its hardware and platform.

also has under license one (1) U.S. patent and twelve (12) foreign patents. Included under the IP portfolio MetAlert has U.S. trademark
registrations including, but not limited to, registrations for the marks "LOCi" and "LOCIMOBILE." In addition,
another U.S. trademark application for "GPS SMART SOLE SATELLITE MONITORING AND REALTIME TRACKING", "GTX CORP", "WITH YOU" "GUNALERT", and " IF IT MOVES ".

 TECHNOLOGY

Inc. has developed a "carrier-class" architecture and no longer needs to host the servers in a facility Data Center. Throughout
2020 most of our servers were migrated to the cloud which enables cost-efficient expansion, without the need for application code changes.

 Our
current location tracking product design utilizes quad-band GSM/GPRS telephony chip sets and can be adapted to the prevalent GSM/GPRS
wireless technologies. Our modules utilize advanced "weak signal server-enhanced" technology which provide rapid location
identification. Each module is programmed with a unique identification number and uses standard cellular frequencies to communicate its
location. The module is also programmed with a unique subscriber identification number allowing each owner to subscribe to different
services.

 We
continue to modify and upgrade our modules for our SmartSoles and other GPS tracking products. The production and roll-out of version
4G of our SmartSole product we will no longer have to be custom make SmartSoles for our international distributors, so our manufacturing
cost and timelines are reduced, and we have more flexibility to timely meet our customers' requirements. Also, we now can bill
for data charges in over 100 countries, thereby increasing our potential markets. The ability to produce a product that can be delivered
to foreign market without customization and to bill for data charges in additional countries will enable us to increase our RPS (revenue
per subscriber). Our core tracking products (SmartSole, Take-Along-Tracker, OEM modules and Track my Work Force App) are supported by
the existing infrastructure for the worldwide cell network that provides coverage throughout the United States, Canada, Mexico and numerous
other countries that operate on the global GSM Wireless networks. Our personal locator modules have the ability to operate on the networks
of 290 carriers in over 210 countries.

 STRATEGIC
RELATIONSHIPS & LICENSING

 We
offer location-based hardware and/or IoT data monitoring platform to third parties for the sale and distribution of location-based products/services
in various vertical markets. We begin the process by entering into a platform test agreement or pilot program with a potential partner
with the intent to transition into a long-term relationship. By establishing and building partnerships, through licensing agreements,
OEM, and carrier relationships, we facilitate efficient entry into new markets leveraging each third parties core competencies. We enhance
the value of our distribution channels by aligning our sales and marketing efforts with strategic partners, including co-branding, distribution
and marketing with telecommunication companies, wireless carriers, national retailers and major consumer branded companies. We can customize
our products into different form factors for the specific needs of customers. To date, the Company has created custom solutions for the
monitoring of seniors with cognitive memory disorders by installing the GPS device into specially designed shoes and insoles; the monitoring
of children by installing the GPS device into specially designed toys, belts, insoles and backpacks; and the monitoring of various high
value assets such as drones, long guns and other mobile assets.

 The
Company has several key strategic relationships established both on the supply side and the distribution side. Some of the key partners
on the supply side are Atlantic Footcare (which manufactures our SmartSoles), Spline (our engineering firm), Nordic (which manufactures
our GPS and Cellular electronics) and Telefonica (which provides our global connectivity). On the distribution side, we have numerous
partnerships worldwide, ranging from distributors, health organizations, and retailers.

 RESEARCH
& DEVELOPMENT

 As
an emerging tech company our long-term growth is predicated on making investments in R&D and Intellectual Property. This year we
took the opportunity to invest in our future, by ramping up NFC, BLE and 4G development projects. We are integrating our NFC tags with
Blockchain technology and started developing a secured, scalable middleware layer that sits in-between our NFC devices and third-party
backend platforms. We started working with several partners that provide various vertical specific Block chain, IoT and AI backend platforms
but needed a secure and seamless flow of data from hardware to backend. This middleware lawyer is industry agnostic and is designed to
help drive NFC hardware business and other IoT device sales. We also continued testing our Near Field Communication (NFC) Temperature
Trackers, which provide real-time temperature sensing and data logging across the supply chain necessary with transportation of perishables;
food, drinks, pharmaceuticals, and other temperature sensitive products that can be negatively affected by conditions in transit. This
is still a new business silo that has not begun generating revenue, but we see this new technology as a natural extension into the world
of asset tracking, taking us beyond humans to tracking and monitoring of perishable shipments of food, beverages, biopharmaceuticals,
live organs and many other temperature sensitive shipments. In addition to temperature sensing we are now looking into NFC tags that
can authenticate products, addressing the multibillion dollar worldwide counterfeit market.

 GROWTH
STRATEGY

 We
have developed a multi-prong business model approach; business-to-business (B2B), business-to-consumer (B2C), Government and Military
sales, and licensing of our technology and IP. We have successfully proven out all our models in a small scale. With B2C, we continue
to invest in e-commerce and once we can hit critical mass with lower pricing, we will expand into the mass consumer markets. With B2B
our strategy is to establish more partners and relationships with key industry leaders who will embed our technology into their products
to sell to their established customer base. In addition, we plan to continue working with the Military both in the U.S. and abroad. Lastly,
we plan to continue to identify companies that can license our IP. This approach requires time and capital to grow, however it is also
diversified so that all our eggs are not in one basket and once scaled can show rapid growth. As a growing underfinanced company, we
have managed to prove out our business models and now need to scale. Management believes that once we have the resources to scale any
of these models or all of them, we can expect to see steady and sustainable growth. We are still looking to raising capital to meet our
growth strategies through an Offering Statement on Form 1-A, filed on August 7, 2023, and qualified on August 14, 2023 (the "Reg
A"), and the Reg A may require updating once the 10K is filed.

 Key
elements of our growth strategy include:

 Providing
 our Personal Locator hardware module to licensees to empower their products with our two-way GPS tracking capabilities;

 Become eligible for federal grant funding for gun safety solutions;

 OEM
 private label manufacturing;

 A
 mass market retail price under $99.00 for Personal Location devices;

 A
 monthly service fee structure, under $20.00;

 Reduction
 in hardware size and cost in order to open new markets;

 Continue
 expanding our medical reimbursement programs;

 Rolling
 out bio metrics and NFC;

 Expanding
 distribution channels;

 Increasing
 the number of solutions for the military and law enforcement markets;

 Ease
 of use at the location interface point as well as with the device, using state-of-the-art cloud computing and cloud application development
 and;

 Expanding
 our IP monetization campaign.

 COMPETITION

 Personal
location and asset tracking devices of various kinds are currently available from numerous vendors, and the number of competitive products
is increasing rapidly in the marketplace. Furthermore, many of the location products and services are available at no cost to the user
or are already included in other products. Nevertheless, we believe this rapidly growing market acceptance of the tracking solutions
that we offer represents an opportunity as the intrinsic value of the tracking solutions is recognized and mass market adoption continues.
The key competitive advantage for MetAlert in its lead SmartSole product is our innovative approach to embedding electronics inside a
flexible footwear system, which advantage is protected by an extensive patent portfolio and first to market. Another key competitive
advantage is our large and growing patent portfolio along with our ability, because we are a small company, to be agile and responsive
while still having deep and long industry knowledge of the GPS space.

 Key
differentiators between ourselves and the competition is:

 B2B:

 Providing
 a comprehensive fully integrated, patented end-to-end solution comprised of hardware, software, and global connectivity, that can
 be embedded or OEM into other companies' product lines.

 Being
 small and nimble we can provide faster turnaround times and lower pricing, which has been a key advantage in our military business.

 B2C:

 Our
 BLE & GPS SmartSole is the only patented, non-visible, non-intrusive tracking and monitoring solution.

 Our GunAlert is the only patented, lockable, motion sensor gun safety solution on the market.

 There
are numerous competitors for GPS products in general, and for our smart phone applications, including Location Based Technologies, Inc.,
Google Latitude, Foursquare, Trimble Navigation, Inc., Brick House Security, Verizon, and Trackimo, Inc. Many of our competitors are
better financed than we are and/or have greater marketing and scientific resources than we can provide. We are also aware of a number
of domestic and foreign competitors that offer much lower quality products in order to gain market share. The U.S. Government systems
integration business is intensely competitive and subject to rapid change due to new requirements and budget allocation. We compete with
many military suppliers and other large and diverse companies attempting to enter or expand their presence in the U.S. Government market.
Many of the existing and potential competitors have greater financial, operating, and technological resources than we have. The competitive
environment may require us to make changes in our pricing, services, or marketing. The competitive bidding process involves substantial
costs and a number of risks, including significant cost and managerial time to prepare bids and proposals for contracts that may not
be awarded to us, or that may be awarded, but for which we do not receive meaningful revenues. Accordingly, our success depends on our
ability to develop services and products that address changing needs and to provide people and technology needed to deliver these services
and products. In the government services sector, our competition includes large systems integrators and defense contractors. Some of
these competitors include global defense and IT service companies such as, Northrop Grumman and Raytheon. However so far being small
and nibble along with our ability to deliver product and services, quickly, at a fair market price and customize products on demand,
have been to our advantage, over many larger competitors.

 EMPLOYEES
AND CONSULTANTS

 As
of December 31, 2023, the Company had eight full-time and part-time employees along with three consultants and two commission-based sales
personnel. Any selling, marketing, technical, IT and/or software development work that is not handled by our employees, advisors, or
sales personnel, is outsourced to qualified contractors and consultants. The Company has over a dozen active outside consultants and
contractors which are hired on an as needed basis.

 GOVERNMENT
REGULATION

 We
are subject to federal, state and local laws and regulations applied to businesses generally as well as FCC, IC and CE wireless device
regulations and controls. We believe that we are in conformity with all applicable laws in all relevant jurisdictions. We do not believe
that our operations are subject to any environmental laws and regulations of the United States nor the states in which they operate.

 Because
our SmartSoles are sold globally, our certification's not only cover domestic regulations and controls but the international regulations
and controls required under FCC, RED, CE and IC certifications.

 ITEM
 1A:

 RISK
 FACTORS

 Investing
in our common stock is highly speculative and involves a high degree of risk. Any potential investor should carefully consider the risks
and uncertainties described below before purchasing any shares of our common stock. The risks described below are those we currently
believe may materially affect us. If any of them occur, our business, financial condition, operating results or cash flow could be materially
harmed. As a result, the trading price of our stock could decline, and you might lose all or part of your investment. Our business, financial
condition and operating results, or the value of any investment you make in the stock of our company, or both, could be adversely affected
by any of the factors listed and described below. These risks and uncertainties, however, are not the only ones that we face. Additional
risks and uncertainties not currently known to us, or that we currently think are immaterial, may also impair our business operations
or the value of your investment.

 Forward-Looking
Statements

 We
make forward-looking statements in Management's Discussion and Analysis of Financial Condition and Results of Operations and elsewhere
in this report based on the beliefs and assumptions of our management and on information currently available to us. Forward-looking statements
include information about our possible or assumed future results of operations, which follow under the headings "Business",
"Liquidity and Capital Resource", and other statements throughout this report preceded by, followed by or include the words
"believes", "expects", "anticipates", "intends", "plans", "estimates"
or similar expressions.

 Any
number of risks and uncertainties could cause actual results to differ materially from those we express in our forward-looking statements,
including the risks and uncertainties we describe below and other factors we describe from time to time in our periodic filings with
the SEC. We therefore caution you not to rely unduly on any forward-looking statement. The forward-looking statements in this report
speak only as of the date of this report, and we undertake no obligation to update or revise any forward-looking statement, whether as
a result of new information, future developments, or otherwise.

 RISKS
RELATED TO CLIMATE

 We
may suffer climate related risks in the future

 The
industry-led Task Force on Climate-related Financial Disclosures (TCFD) establishes recommendations for disclosing clear, comparable
and consistent information about the risks and opportunities presented by climate change. It is expected to help companies better demonstrate
responsibility and foresight in how they consider climate change issues, make smarter, more efficient allocations of capital and facilitate
the transition towards a more sustainable, low-carbon economy.

Corp believes that decision-useful climate-related information in mainstream reports is needed more than ever. The TCFD recommendations
fit well into our commitment to conduct business in a financially, environmentally and socially responsible way. We believe the TCFD
recommendations will assure investors that MetAlert Corp takes climate change seriously and works proactively to understand the risks
and opportunities to our business related to climate change.

 We
will take a step-wise approach to incorporate climate-related disclosures as per the TCFD recommendations into our Annual Report; Below
is a summary of how MetAlert Corp addresses the risks related to climate change.

 All
our decisions are driven by the Triple Bottom Line (TBL) business principle: a commitment to do business in a way that is financially,
environmentally, and socially responsibility.

 Our
risk management process is governed by our Executive Management and is designed to ensure that key business risks are effectively identified,
assessed, and mitigated so that they do not affect the company's ability to achieve its business objectives.

 Climate-related
risks are identified and assessed through the risk management system. So far, neither the short-term nor the medium-term risk of climate
change at company level has been material/critical in terms of potential direct impacts. The risks have therefore been identified, assessed
and mitigated through individual departments or business units.

 For
the upstream production and sourcing of components MetAlert Corp performs an annual risk assessment of all active direct spend items
and vendor combinations on the approved supplier list. The assessment includes likelihood of disruption paired with financial implications.
The risk assessment serves to provide input for risk mitigation in sourcing categories, and consequently prioritize actions to prevent
or minimize the impact of supply disruptions on manufacturing. The assessment includes a natural hazards risk rating of supplier locations,
provided by external insurance companies. The risk rating is related to various parameters, including flooding, earthquake, wind speed,
tornado, hailstorm, and lightning.

 RISKS
RELATED TO OUR BUSINESS

 We
will need additional funding in the near future to continue our current level of operations and growth.

 As
of December 31, 2023, we had a working capital deficit of $4,049,387 and an accumulated deficit of $28,746,629. In addition, for the
year ended December 31, 2023, we had a loss of $1,190,158. Revenues generated from our current operations are not sufficient to pay
our on-going operating expenses. In addition to product and services sales, our working capital needs in 2023 were partially funded
by the sale of $345,500 in debt, and the sale of preferred D shares for $100,000. Therefore, we continue to obtain additional
funding from the sale of our securities or from strategic transactions in order to fund our current level of operations.

 Aside
from continuing these loan transactions, we have not identified the sources for additional financing that we may require, and we do not
have commitments from third parties to continue to provide this financing. Being a micro-cap stock, certain investors may be unwilling
to invest in our securities. There is no assurance that sufficient funding through a financing will be available to us at acceptable
terms or at all. Historically, we have raised capital through the issuance of convertible debt securities or straight equity securities.
However, given the risks associated with our business, the risks associated with our common stock, the worldwide financial uncertainty
that has affected the capital markets, and our status as a small, unknown public company, we expect in the near future, we will have
difficulty raising capital through traditional financing sources. Therefore, we cannot guarantee that we will be able to raise capital,
or if we are able to raise capital, that such capital will be in the amounts needed. Our failure to raise capital, when needed, and in
sufficient amounts, will severely impact our ability to continue to develop our business as planned. In addition, if we are unable to
obtain funding as, and when needed, we may have to further reduce and/or cease our future operations. Any additional funding that we
obtain in an equity or convertible debt financing is likely to reduce the percentage ownership of the company held by our existing security
holders.

 Based
on the above factors, our auditors have concluded that there is substantial doubt as to our ability to continue as a going concern.

 There
is substantial doubt about the entity's ability to continue as a 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 incurred net
losses of $1,190,158 and $1,503,087 for the years ended December 31, 2023, and 2022, respectively, has incurred losses since
inception resulting in an accumulated deficit of $28,746,629 as of December 31, 2023, and has negative working capital of $4,049,387
as of December 31, 2023. A significant part of our negative working capital position on December 31, 2023, consisted of $1,739,165,
of amounts due to various accredited investors of the Company for convertible promissory notes, loans and a letter of credit, as
well as the current portion of $12,972 in CARE loans. The Company anticipates further losses in the development of its
business.

 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 obtainment of
additional financing, the successful development of the Company's contemplated plan of operations, or its attainment of profitable
operations are necessary for the Company to continue operations. 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 uncertainties.

 We
have had operating losses since formation and expect to continue to incur net losses for the near term.

 We
currently have a working capital deficit and our current and projected revenues are not sufficient to fund our anticipated operating
needs. We have reported net losses of $1,190,158 and $1,503,087 for the years ended December 31, 2023, and 2022, respectively. While we
anticipate that revenues will increase in 2024, unless our sales increase substantially in the near future, we will continue to incur
net losses in the near term, and we may never be able to achieve profitability. In order to achieve profitable operations, we need to
significantly increase our revenues from the sales of product, subscriptions and licensing fees. We cannot be certain that our business
will ever be successful or that we will generate significant revenues and become profitable. As a result, an investment in our company
is highly speculative and no assurance can be given that our business model will be successful and, therefore, that our stockholders
will realize any return on their investment or that they will not lose their entire investment.

 Our
current sources of funding are limited, and any additional funding that we may obtain may be on unfavorable terms and may significantly
dilute our existing shareholders.

 We
have not identified sources to fund our current and proposed operating activities. The amount of revenues that we currently generate
is not sufficient to fund our operating expenses. As a result, unless and until our revenues increase significantly in the near future,
we will have to obtain additional public or private equity financings or debt financings in order to continue our operations. Any additional
funding that we obtain in a financing is likely to reduce the percentage ownership of the Company held by our existing security-holders.
The amount of this dilution may be substantial based on our current stock price, and could increase if the trading price of our common
stock declines at the time of any financing from its current levels. To the extent we raise additional capital by issuing equity securities,
our stockholders will experience further dilution. If we raise funds through debt financings, we may become subject to restrictive covenants.
We may also attempt to raise funds through corporate collaboration and licensing arrangements. To the extent that we raise additional
funds through such means, we may be required to relinquish some rights to our technologies or products, or grant licenses on terms that
are not favorable to us. There can be no assurance that financing will be available in amounts or on terms acceptable to us, if at all.
If we are unable to obtain the needed additional funding, we will have to reduce or even totally discontinue our operations, which would
have a significant negative impact on our stockholders and could result in a total loss of their investment in our stock.

 Our
future capital requirements, and our currently projected operating and liquidity requirements, will depend on many factors, including:

 The
 ramping and scaling of the GPS SmartSole and BLE SmartSole;

 Supporting
 growth with advertising and marketing;

 Our
 ongoing general and administrative expenses related to our being a reporting company;

 The
 cost of developing and improving our products and technologies thru R&D to stay competitive; and

 The
 maintenance and the ongoing development of our IP portfolio.

 Funding,
especially on terms acceptable to us, may not be available to meet our future capital needs because of the state of the credit and capital
markets. Global market and economic conditions have been, and continue to be, disruptive and volatile. The cost of raising money in the
debt and equity capital markets for smaller companies like ours has increased substantially while the availability of funds from those
markets has diminished significantly. Also, low valuations and decreased appetite for equity investments, among other factors, may make
the equity markets difficult to access on acceptable terms or unavailable altogether.

 If
adequate funds are not available, we may be required to delay, scale-back or eliminate our product enhancement and new product development
programs. There can be no assurance that additional financing will be available on acceptable terms or at all, if and when required.

 Our
projected revenues in 2024 rely on the scaling of the our new 4G LTE GPS SmartSole and the introduction of the Gun Alert
product to local state and federal government agencies, adding subscribers, increasing our military business, growing our OEM and IP
monetization business, and continuing the sales of related medical, health and wellness products and supplies.

 Our
revenue projections for 2023 assumed that the revenues we generate from the SmartSole, including subscriptions will increase from the
amount generated in 2022 and that our other business units will grow accordingly. However, we cannot predict the future and continued
market acceptance of the SmartSole and new Gun Alerts product lines. Accordingly, it is uncertain whether our revenues will equal our
internally projected levels. Failure to reach our target revenue levels will materially, and adversely, affect our financial condition.

 With
the acquisition of Level 2 Security, LLC, and their Gun Alert product, in the 3rd quarter of 2023, we expect that this product line will
help us grow in 2024.

 The
nature of our business is speculative and dependent on a number of variables beyond our control that cannot be reliably ascertained in
advance.

 The
revenues and profits of an enterprise involved in the location based business are generally dependent upon many variables. Our customer
appeal depends upon factors which cannot be reliably ascertained in advance and over which we have no control, such as unpredictable
customer and media reviews, industry analyst commentaries, and comparisons to competitive products. As with any relatively new business
enterprise operating in a specialized and intensely competitive market, we are subject to many business risks which include, but are
not limited to, unforeseen marketing difficulties, excessive research and development expenses, unforeseen negative publicity, competition,
product liability issues, manufacturing and logistical difficulties, and lack of operating experience. Many of the risks may be unforeseeable
or beyond our control. There can be no assurance that we will successfully implement our business plan in a timely or effective manner,
that we will be able to generate sufficient interest in our products, or that we will be able to market and sell enough products and
services to generate sufficient revenues to continue as a going concern.

 Our
wireless location products and technologies have to continuously evolve and respond to market changes. If we are unable to commercially
release products that are accepted in the market or that generate significant revenues, our financial results will continue to suffer.

 Wireless
technology is rapidly changing, as are the products that our customers are demanding. In order to be able to provide our customers with
the products and services that they desire, we too must continuously develop and offer new and improved products and services. We have
attempted to adjust our product offerings to address changing market conditions by offering products such as proprietary GPS enabled
transport containers, footwear location products, and a variety of smartphone location Apps, secure backpacks, etc. These products have
met with short-term or limited commercial success, and there can be no assurances that consumer or commercial demand for our future products
will meet, or even approach, our expectations. In addition, our pricing and marketing strategies may not be successful. Lack of customer
demand, a change in marketing strategy and changes to our pricing models could dramatically alter our financial results. Unless we are
able to release location based products that meet a significant market demand, we will not be able to improve our financial condition
or the results of our future operations.

 In
order for our products to be successful, we need to establish market recognition quickly, following the introduction of our products.

 We
believe it is imperative to our success that we obtain significant market recognition to compete in our various markets. Accordingly,
it is important that we establish market recognition for our brands in order to be able to continue to be a material participant in the
large markets that we are addressing. To date, we have utilized various marketing and free media exposure with our international distributors
to build market recognition for our products. However, because of our lack of funding and limited resources, our ability to quickly establish
our brands may be severely hampered.

 We
may encounter manufacturing or assembly problems for our products, which would adversely affect our results of operations and financial
condition.

 To
date, we have only manufactured a limited number of products. In addition, we are continually redesigning and enhancing our products
and we are designing new products based on that technology that we hope to manufacture and market in the near future. The manufacture
and assembly of our products involves complex and precise processes, some of which have subcontracted to other companies and consultants.
To date, we have experienced some quality issues with the limited production of some of our initial products. Although we continue to
address these issues, we have only manufactured a limited quantity of products and so we do not yet know whether we will encounter any
serious problems in the production of larger quantities of our existing or new products. Any significant problems in manufacturing, assembling
or testing our products could delay the sales of our products and have an adverse impact on our business and prospects. The willingness
of manufacturers to make the product, or lack of availability of manufacturing capacity, may have an adverse impact on the availability
of our products and on our ability to sell our products. Manufacturing difficulties will harm our ability to compete and adversely affect
our results of operations and financial condition, and may hinder our ability to grow our business as we expect.

 We
primarily depend upon two manufacturers for the components of our SmartSole and if we encounter problems with these manufacturers there
is no assurance that we could obtain products from other manufacturers without significant disruptions to our business.

 The
principal components and subassemblies of our products are currently manufactured for us by two manufacturers, one in the U.S. and the other an OEM licensed manufacturer in Europe. Although we could arrange
for other manufacturers to supply these components and subassemblies, there is no assurance that we could do so without undue cost, expense
and delay. If our manufacturers are unable to provide us with adequate supplies of high-quality components on a timely and cost-efficient
basis, our operations will be disrupted and our net revenue and profitability will suffer. Moreover, if those manufacturers cannot consistently
produce high-quality products that are free of defects, we may experience a high rate of product returns, which would also reduce our
profitability and may harm our reputation and brand. Although we believe that we could locate alternate contract manufacturers, our operations
would be impacted until alternate manufacturers are found.

 Our
markets are highly competitive, and our failure to compete successfully would limit our ability to sell our products, attract and retain
customers and grow our business.

 Our
markets are highly competitive, and we expect that both direct and indirect competition will increase in the future. Within each of our
markets, we encounter direct competition from various larger U.S. and non-U.S. competitors. The adoption of new technology in the communications
industry likely will intensify the competition for improved wireless location technologies. The wireless location services market has
historically been dominated by large companies, such as Siemens AG, AT&T and Assa Abloy. In addition, a number of other companies
such as Trimble Navigation, Zoomback, Verizon, FireFly, Disney, Mattel, Digital Angel Corporation, Location-Based Technologies, Inc.
and WebTech Wireless Inc. either have announced plans for new products or have commenced selling products that are similar to our wireless
location products, and new competitors are emerging both in the U.S. and abroad to compete with our wireless location services products.
Due to the rapidly evolving markets in which we compete, additional competitors with significant market presence and financial resources
may enter those markets, thereby further intensifying competition, adversely affecting our sales, and adversely affecting our business
and prospects.

 We
may not be successful in developing our new products and services.

 The
market for telecommunications-based products and services is characterized by rapid technological change, changing customer needs, frequent
new product introductions and evolving industry standards. These market characteristics are exacerbated by the emerging nature of this
market and the fact that many companies are expected to continually introduce new and innovative products and services. Our success will
depend partially on our ability to introduce new products, services, and technologies continually and on a timely basis and to continue
to improve the performance, features and reliability of our products and services in response to both evolving demands of prospective
customers and competitive products. There can be no assurance that any of our new or proposed products or services will maintain the
limited market acceptance that we have to date established. Our failure to design, develop, test, market and introduce new and enhanced
products, technologies and services successfully so as to achieve market acceptance could have a material adverse effect upon our business,
operating results and financial condition.

 There
can be no assurance that we will not experience difficulties that could delay or prevent the successful development, introduction, or
marketing of new or enhanced products and services, or that our new products and services will adequately satisfy the requirements of
prospective customers and achieve significant acceptance by those customers. Because of certain market characteristics, including technological
change, changing customer needs, frequent new product and service introductions and evolving industry standards, the continued introduction
of new products and services is critical. Delays in the introduction of new products and services may result in customer dissatisfaction
and may delay or cause a loss of revenue. There can be no assurance that we will be successful in developing new products or services
or improving existing products and services that respond to technological changes or evolving industry standards.

 In
addition, new or enhanced products and services introduced by us may contain undetected errors that require significant design modifications.
This could result in a loss of customer confidence which could adversely affect the use of our products, which in turn, could have a
material adverse effect upon our business, results of operations or financial condition.

 Our
software products are complex and may contain unknown defects that could result in numerous adverse consequences, resulting in costly
litigation or diverting management's attention and resources.

 Complex
software products such as those associated with our products often contain latent errors or defects, particularly when first introduced,
or when new versions or enhancements are released. We have experienced and addressed errors and defects in the software associated with
our products, but do not believe these errors will have a material negative effect in the future on the functionality of the products.
However, there can be no assurance that, despite testing, additional defects and errors will not be found in the current version, or
in any new versions or enhancements of this software or any of our products, any of which could result in damage to our reputation, the
loss of sales, a diversion of our product development resources, and/or a delay in market acceptance, and thereby materially adversely
affecting our business, operating results and financial condition. Furthermore, there can be no assurance that our products will meet
all of the expectations and demands of our customers. The failure of our products to perform to customer expectations could give rise
to warranty claims. Any of these claims, even if not meritorious, could result in costly litigation or divert management's attention
and resources. Any product liability insurance that we may carry could be insufficient to protect us from all liability that may be imposed
under any asserted claims.

 If
we are not able to take advantage of developments in technology and address changing consumer demand on a timely basis, we may experience
a decline in the demand for our services, be unable to implement our business strategy and experience reduced profits.

 Our
industries are rapidly changing as new technologies are developed that offer consumers an array of choices for their location-based needs
and allow new entrants into the markets we serve. In order to grow and remain competitive, we will need to adapt to future changes in
technology, enhance our existing offerings and introduce new offerings to address our customers' changing demands. If we are unable
to meet future challenges from competing technologies on a timely basis or at an acceptable cost, we could lose customers to our competitors.
We may not be able to accurately predict technological trends or the success of new services in the market.

 The
deployment of our 4G network is subject to a variety of risks, though less due to its maturing proliferation, including those related
to equipment and spectrum availability, unexpected costs, and regulatory permitting requirements that could cause deployment delays or
network performance issues. These issues could result in significant costs or reduce the anticipated benefits of the enhancements to
our products. If our services fail to gain acceptance in the marketplace, or if costs associated with the implementation and introduction
of these services materially increase, our ability to retain and attract customers could be adversely affected.

 In
addition to introducing new offerings and technologies, we must phase out outdated and unprofitable technologies and services. If we
are unable to do so on a cost-effective basis, we could experience reduced profits. In addition, there could be legal or regulatory restraints
on our ability to phase out current services.

 However,
in territories such as Ecuador, where we have a distributor, 4G has not been completely rolled out, making it where there are some market
penetration limitations, which risks, we expect to mitigate as 4G becomes more widely used.

 We
cannot accurately predict our future revenues and expenses.

 We
are currently developing various sources of revenues based on market conditions and the type of products that we are marketing. Our sales
will not become stable and predictable until we either have a larger installed base of users for our tracking devices (which will provide
us with predictable, monthly revenues), we enter into other license agreements that provide us with regular royalties or subscription
revenues, or we consummate other large scale enterprise contracts. As such, the amount of revenues we receive from the sale and use of
our products, our subscriptions, and our licensing agreements, will fluctuate and depend upon our customer's willingness to buy
our products, and for our partner's abilities to sell the products that contain our technology. As with any developing enterprise
operating in a specialized and intensely competitive market, we are subject to many business risks which include, but are not limited
to, unforeseen negative publicity, competition, product liability and lack of operating experience. Many of the risks may be unforeseeable
or beyond our control. There can be no assurance that we will successfully implement our business plan in a timely manner, or generate
sufficient interest in our products or services, or that we will be able to market and sell enough products and services to generate
sufficient revenues to continue as a going concern.

 Our
expense levels in the future will be based, in large part, on our expectations regarding future revenue, and as a result net income/loss
for any quarterly period in which material orders are delayed could vary significantly. In addition, our costs and expenses may vary
from period to period because of a variety of factors, including our research and development costs, our introduction of new products
and services, cost increases from third-party service providers or product manufacturers, production interruptions, changes in marketing
and sales expenditures, and competitive pricing pressures.

 There
are risks of international sales and operations.

 We
anticipate that a growing, and potentially substantial portion of our future revenue from the sale of our products and services may be
derived from customers located outside the United States. As such, a portion of our sales and operations could be subject to tariffs
and other import-export barriers, currency exchange risks and exchange controls, foreign product standards, potentially adverse tax consequences,
longer payment cycles, problems in collecting accounts receivable, political instability, and difficulties in staffing and managing foreign
operations. Although we intend to monitor our exposure to currency fluctuations and currently the U.S. dollar is very strong giving us
a significant buying advantage, there can be no assurance that exchange rate fluctuations will not have an adverse effect on our results
of operations or financial condition. In the future, we could be required to sell our products and services in other currencies, which
would make the management of currency fluctuations more difficult and expose our business to greater risks in this regard.

 Our
products may be subject to numerous foreign government standards and regulations that are continually being amended. Although we will
endeavor to satisfy foreign technical and regulatory standards, there can be no assurance that we will be able to comply with foreign
government standards and regulations, or changes thereto, or that it will be cost effective for us to redesign our products to comply
with such standards or regulations. Our inability to design or redesign products to comply with foreign standards could have a material
adverse effect on our business, financial condition and results of operations.

 Because
of the global nature of the telecommunications business, it is possible that the governments of other states and foreign countries might
attempt to regulate our transmissions or prosecute us for violations of their laws. There can be no assurance that violations of local
laws will not be alleged by state or foreign governments, that we might not unintentionally violate such law, or that such laws will
not be modified, or new laws enacted, in the future.

 Any
of the foregoing factors could have a material adverse effect on our business, results of operations, and financial condition.

 If
we fail to develop and maintain an effective system of internal controls, we may not be able to accurately report our financial results
or prevent fraud. As a result, our current and potential stockholders could lose confidence in our financial reports, which could harm
our business and the trading price of our common stock.

 Effective
internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. Section 404 of the Sarbanes-Oxley
Act of 2002 requires us to evaluate and report on our internal controls over financial reporting and, depending on our future growth,
may require our independent registered public accounting firm to annually attest to our evaluation, as well as issue their own opinion
on our internal controls over financial reporting. The process of implementing and maintaining proper internal controls and complying
with Section 404 is expensive and time consuming. We cannot be certain that the measures we will undertake will ensure that we will maintain
adequate controls over our financial processes and reporting in the future. Furthermore, if we are able to rapidly grow our business,
the internal controls that we will need will become more complex, and significantly more resources will be required to ensure our internal
controls remain effective. Failure to implement required controls, or difficulties encountered in their implementation, could harm our
operating results or cause us to fail to meet our reporting obligations. If we or our auditors discover a material weakness in our internal
controls, the disclosure of that fact, even if the weakness is quickly remedied, could diminish investors' confidence in our financial
statements and harm our stock price. In addition, non-compliance with Section 404 could subject us to a variety of administrative sanctions,
including the suspension of trading, ineligibility for future listing on one of the Nasdaq Stock Markets or national securities exchanges,
and the inability of registered broker-dealers to make a market in our common stock, which may reduce our stock price.

 We
may suffer from product liability claims.

 Faulty
operation of our products may result in product liability claims brought against us. Regardless of the merit or eventual outcome, product
liability claims may materially adversely affect our business and further result in:

 decreased
 demand for our products or withdrawal of the products from the market;

 injury
 to our reputation and significant media attention;

 costs
 of litigation; and

 substantial
 monetary awards to plaintiffs.

 We
have purchased annual product liability insurance with liability limits of $1,000,000 per occurrence and $2,000,000 in the aggregate.
This coverage may not be sufficient to fully protect us against product liability claims. We intend to expand our product liability insurance
coverage as sales of our products expand. Our inability to obtain sufficient product liability insurance at an acceptable cost to protect
against product liability claims could prevent or limit the commercialization of our products and expose us to liability in excess of
our coverage.

 Our
ability to compete could be jeopardized and our business seriously compromised if we are unable to protect ourselves from third-party
challenges or infringement of the proprietary aspects of the wireless location products and technology we develop.

 Our
products utilize a variety of proprietary rights that are critical to our competitive position. Because the technology and intellectual
property associated with our wireless location products are evolving and rapidly changing, our current intellectual property rights may
not adequately protect us in the future. We rely on a combination of patent, copyright, trademark and trade secret laws and contractual
restrictions to protect the intellectual property utilized in our products. Despite our efforts to protect our proprietary rights, unauthorized
parties may attempt to copy or otherwise obtain and use our products or technology. In addition, monitoring unauthorized use of our products
is difficult and we cannot be certain the steps we have taken will prevent unauthorized use of our technology. Also, it is possible that
no additional patents or trademarks will be issued from our currently pending or future patent or trademark applications. Because legal
standards relating to the validity, enforceability and scope of protection of patent and intellectual property rights are uncertain and
still evolving, the future viability or value of our intellectual property rights is uncertain. Moreover, effective patent, trademark,
copyright and trade secret protection may not be available in some countries in which we distribute or anticipate distributing our products.
Furthermore, our competitors may independently develop similar technologies that limit the value of our intellectual property, design
or patents. In addition, third parties may at some point claim certain aspects of our business infringe their intellectual property rights.
While we are not currently subject to nor aware of any such claim, any future claim (with or without merit) could result in one or more
of the following:

 Significant
 litigation costs;

 Diversion
 of resources, including the attention of management;

 Our
 agreement to pay certain royalty and/or licensing fees;

 Cause
 us to redesign those products that use such technology; or

 Cessation
 of our rights to use, market, or distribute such technology.

 Any
of these developments could materially and adversely affect our business, results of operations and financial condition. In the future,
we may also need to file lawsuits to enforce our intellectual property rights, to protect our trade secrets, or to determine the validity
and scope of the proprietary rights of others. Whether successful or unsuccessful, such litigation could result in substantial costs
and diversion of resources. Such costs and diversion could materially and adversely affect our business, results of operations and financial
condition.

 We
depend on our key personnel to manage our business effectively in a rapidly changing market. If we are unable to retain our key employees,
our business, financial condition and results of operations could be harmed.

 Our
future success depends to a significant degree on the skills, efforts and continued services of our executive officers and other key
engineering, manufacturing, operations, sales, marketing and support personnel. If we were to lose the services of one or more of our
key executive officers or other key engineering, manufacturing, operations, sales, marketing and support personnel, we may not be able
to grow our business as we expect, and our ability to compete could be harmed, adversely affecting our business and prospects.

 Our
products depend on continued availability of GPS and cellular wireless telecommunications systems.

 Our
products use existing GPS and cellular wireless telecommunications systems to identify the position of our products. Any temporary or
permanent change in the availability of these systems, or any material change in the existing infrastructure and our ability to access
those systems, would materially and adversely affect our business, operating results and financial condition may be materially and adversely
affected.

 Rapid
technological change in our market and/or changes in customer requirements could cause our products to become obsolete or require us
to redesign our products, which would have a material adverse effect on our business, operating results and financial condition.

 The
market for our products is characterized by rapid technological change, frequent new product introductions and enhancements, uncertain
product life cycles, changing customer demands and evolving industry standards, any of which can render existing products obsolete. We
believe that our future success will depend in large part on our ability to develop new and effective products in a timely manner and
on a cost-effective basis. As a result of the complexities inherent in our products, major new products and product enhancements can
require long development and testing periods, which may result in significant delays in the general availability of new releases or significant
problems in the implementation of new releases. In addition, if we or our competitors announce or introduce new products our current
or future customers may defer or cancel purchases of our products, which could materially adversely affect our business, operating results
and financial condition. Our failure to develop successfully, on a timely and cost-effective basis, new products or new product enhancements
that respond to technological change, evolving industry standards or customer requirements would have a material adverse effect on our
business, operating results and financial condition.

 Changes
in the government regulation of our wireless location products or wireless carriers could harm our business.

 Our
products, wireless carriers and other components of the communications industry are subject to domestic government regulation by the
Federal Communications Commission (the "FCC") and international regulatory bodies. If we are unable to satisfy all of the
regulations of the FCC or any other regulatory body, we could be prevented from releasing one or more of our products, which could materially
and adversely affect our future revenues. In addition, any delay in obtaining FCC and other regulatory approval could likewise have a
negative impact on our business and on our relationships with our customers. These regulatory bodies could enact regulations that affect
our products or the service providers which distribute our products, such as limiting the scope of the service providers' market,
capping fees for services provided by them or imposing communication technology standards which impact our products. Changes in these
regulations could affect our products and, thereby, adversely affect our business and operations.

 Future
acquisitions or strategic investments may not be successful and may harm our operating results.

 As
part of our strategy, we have acquired or established smaller businesses, and we may do so in the future. For example, in 2023 we acquired
Level 2 Security, LCC, which is now Level 2 Security Products, Inc., a 100% owned subsidiary. Future acquisitions or strategic investments
could have a material adverse effect on our business and operating results because of:

 The
 assumption of unknown liabilities, including employee obligations. Although we normally conduct extensive legal and accounting due
 diligence in connection with our acquisitions, there are many liabilities that cannot be discovered, and which liabilities could
 be material.

 We
 may become subject to significant expenses related to bringing the financial, accounting and internal control procedures of the acquired
 business into compliance with U.S. GAAP financial accounting standards and the Sarbanes Oxley Act of 2002.

 Our
 operating results could be impaired as a result of restructuring or impairment charges related to amortization expenses associated
 with intangible assets.

 We
 could experience significant difficulties in successfully integrating any acquired operations, technologies, customers' products
 and businesses with our existing operations.

 Future
 acquisitions could divert substantial capital and our management's attention.

 We
 may not be able to hire the key employees necessary to manage or staff the acquired enterprise operations.

 Our
executive officers and directors have the ability to significantly influence matters submitted to our stockholders for approval.

 As
of May 17, 2024, our executive officers and directors, in the aggregate, beneficially own shares representing approximately 0.5971%
of our common stock as well as super voting rights due to the Directors' ownership of Preferred A shares (see Footnote #13 of our
Financial Statements included herein). Beneficial ownership includes shares over which an individual or entity has investment or voting
power and includes shares that could be issued upon the exercise of options and warrants within 60 days after the date of determination.
On matters submitted to our stockholders for approval, holders of our common stock are entitled to one vote per share. If our executive
officers and directors choose to act together, they would have significant influence over all matters submitted to our stockholders for
approval, as well as our management and affairs. For example, these individuals, if they chose to act together, would have significant
influence on the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This
concentration of voting power could delay or prevent an acquisition of our company on terms that other stockholders may desire.

 Failure
to manage growth effectively could adversely affect our business, results of operations and financial condition.

 The
success of our future operating activities will depend upon our ability to expand our support system to meet the demands of our growing
business. Any failure by our management to effectively anticipate, implement, and manage changes required to sustain our growth would
have a material adverse effect on our business, financial condition, and results of operations. We cannot assure you that we will be
able to successfully operate acquired businesses, become profitable in the future, or effectively manage any other change.

 RISKS
RELATED TO AN INVESTMENT IN OUR SECURITIES

 The
resale of shares by the holders of our convertible promissory notes and our other investors could depress the market price of our common
stock.

 We
have issued a substantial amount of convertible promissory notes in the recent past to fund our working capital and other financial needs
and may need to do so in the future. A number of the holders of these convertible notes have been converting these promissory notes into
shares of our common stock. In addition, a substantial additional number of shares are issuable upon the conversion of currently outstanding
convertible notes. The resale of a significant number of these shares into the public market by the investors could depress the market
price of our common stock.

 Our
convertible notes may be converted into shares of our common stock at less than the then-prevailing market price for our common stock
if the lenders chooses to convert the notes.

 As
of December 31, 2023, we had short term convertible notes with outstanding principal balances totaling $1,490,930 some of which can potentially
be convertible into shares of the Company's common stock at prices less than the then-prevailing market price. The lenders for
these convertible notes have a financial incentive to convert the notes and realize the profit equal to the difference between the conversion
price and the market price. If the convertible notes are converted, the price of our common stock could decrease. See further discussion
regarding the conversion features of our convertible debentures in footnote 8 of our Financial Statements included herein.

2023, we converted notes payable with principal balances of approximately $73,469 owed to various investors and employees into 7,421,137
shares of our common stock. Our average market price during 2023 was $0.0950 per share. Although our goal is to limit future issuances
of such convertible notes, no assurance can be given that we will not have to raise funds from these types of investments in the future.

 Our
common stock is thinly traded and the price of our common stock may be negatively impacted by factors that are unrelated to our operations.

 Our
common stock is currently quoted on the OTC Pink Open Market (the "Pinks"). Trading of our stock through the Pinks is frequently
thin and highly volatile. The market price of our common stock could fluctuate substantially due to a variety of factors, including market
perception of our ability to achieve our business objectives, trading volume in our common stock, changes in general conditions in the
economy and the financial markets, or other developments which affect us or our industry. In addition, the stock market is subject to
extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many
companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

 When
we issue additional shares in the future, it will likely result in the dilution of our existing stockholders.

 Our
articles of incorporation authorizes the issuance of up to 2,071,000,000 shares of common stock with a $0.0001 par value, of which
32,445,931 common shares were issued and outstanding as of December 31, 2023 (we also are authorized to issue 10,000,000 preferred
shares with a par value of $0.0001, 13,846 of which have been issued and are outstanding Series-A, 3 of which have been issued and
outstanding Series-B, 6 of which have been issued and outstanding Series-C), and 15,000 of which have been issued and outstanding Series-D). From time to time we may increase the number of shares
available for issuance in connection with our equity compensation plans. Our board of directors may fix and determine the
designations, rights, preferences or other variations of each class or series within each class of preferred stock and may choose to
issue some or all of such shares to provide additional financing or acquire more businesses in the future.

 The
issuance of any shares for acquisition, licensing or financing efforts, upon conversion of any preferred stock or exercise of warrants
and options, pursuant to our equity compensation plans, or otherwise may result in a reduction of the book value and market price of
the outstanding shares of our common stock. If we issue any such additional shares, such issuance will cause a reduction in the proportionate
ownership and voting power of all current stockholders.

 Financial
Industry Regulatory Authority (FINRA) sales practice requirements may also limit a stockholder's ability to buy and sell our common
stock.

 The
Financial Industry Regulatory Authority ("FINRA") has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending
speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information
about the customer's financial status, tax status, investment objectives and other information. Under interpretations of these
rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some
customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which
may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

 We
have never paid dividends on our common stock and do not anticipate paying any in the foreseeable future.

 We
have never declared or paid a cash dividend on our common stock and we do not expect to pay cash dividends in the foreseeable future.
If we do have available cash, we intend to use it to grow our business. Our payment of any future dividends will be at the discretion
of our board of directors after taking into account various factors, including but not limited to our financial condition, operating
results, cash needs, growth plans and the terms of any credit agreements that we may be a party to at that time. In addition, our ability
to pay dividends on our common stock may be limited by Nevada corporate law. Accordingly, investors must rely on sales of their common
stock after price appreciation, which may never occur, as the only way to realize a return on their investment. Investors seeking cash
dividends should not purchase our common stock.

 The
elimination of monetary liability against our directors, officers and employees under Nevada law and the existence of indemnification
rights to our directors, officers and employees may result in substantial expenditures by us and may discourage lawsuits against our
directors, officers and employees.

 Our
Amended and Restated Bylaws contain specific provisions that eliminate the liability of our directors for monetary damages to our company
and stockholders, and permit indemnification of our directors and officers to the extent provided by Nevada law. We may also have contractual
indemnification obligations under our employment agreements with our officers. The foregoing indemnification obligations could result
in our company incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which
we may be unable to recoup. These provisions and resultant costs may also discourage our company from bringing a lawsuit against directors
and officers for breaches of their fiduciary duties, and may similarly discourage the filing of derivative litigation by our stockholders
against our directors and officers even though such actions, if successful, might otherwise benefit our company and stockholders.

 You
may have difficulty selling our shares because they are deemed "penny stocks."

 Our
common stock is currently quoted on the Pinks under the symbol "MLRT." Since our common stock is not listed on a national
securities exchange, if the trading price of our common stock remains below $5.00 per share, trading in our common stock will be subject
to the requirements of certain rules promulgated under the Exchange Act, which require additional disclosure by broker-dealers in connection
with any trades involving a stock defined as a penny stock (generally, any non-national securities exchange equity security that has
a market price of less than $5.00 per share, subject to certain exceptions). The additional burdens imposed upon broker-dealers could
discourage broker-dealers from effecting transactions in our common stock, which could severely limit the market liquidity of the common
stock and the ability of holders of the common stock to sell their shares.

 Stockholders
should be aware that, according to SEC Release No. 34-29093, the market for penny stocks has suffered in recent years from patterns of
fraud and abuse. Such patterns include (1) control of the market for the security by one or a few broker-dealers that are often related
to the promoter or issuer; (2) manipulation of prices through pre-arranged matching of purchases and sales and false and misleading press
releases; (3) boiler room practices involving high-pressure sales tactics and unrealistic price projections by inexperienced sales persons;
(4) excessive and undisclosed bid-ask differential and markups by selling broker-dealers; and (5) the wholesale dumping of the same securities
by promoters and broker-dealers after prices have been manipulated to a desired level, along with the resulting inevitable collapse of
those prices and with consequent investor losses. Our management is aware of the abuses that have occurred historically in the penny
stock market. Although we do not expect to be in a position to dictate the behavior of the market or of broker-dealers who participate
in the market, management will strive within the confines of practical limitations to prevent the described patterns from being established
with respect to our securities. The occurrence of these patterns or practices could increase the volatility of our share price.

 ITEM
 1B.

 UNRESOLVED
 STAFF COMMENTS

 None

 ITEM 1C.

 CYBERSECURITY

 At
MetAlert, we recognize the critical importance of maintaining the trust and confidence of our customers, partners, and employees.

 Our
operations utilize multiple information systems, including accounting software, multiple selling platforms (SHOPIFY, AMAZON) and banking
platforms. In the ordinary course of our business, we collect, DO NOT collect, process, transmit, disclose, and retain personal information
regarding our employees, vendors, contractors, and customers (which can include social security numbers, social insurance numbers, banking
and tax identification information, health care information for employees, and credit card information).

 To
protect the information that we gather and the availability of our information systems from cybersecurity threats, we have an ongoing
cybersecurity risk mitigation program, which includes maintaining up-to-date detection, prevention and monitoring systems. We define
a cybersecurity threat as any potential unauthorized occurrence on or conducted through our information systems or information systems
of a third party that we utilize in our business that may result in adverse effects on the confidentiality, integrity or availability
of our information systems or any information residing therein.

 We
comply with the annual PCI DSS survey report. We have filed and maintained our compliance for the past ten years. The Payment Card
Industry Data Security Standard ( PCI DSS) is an information security standard used to handle credit cards from major card
brands. The standard is administered by the Payment Card Industry Security Standards Council, and its use is mandated by the card brands.
It was created to better control cardholder data and reduce credit card fraud. Validation of compliance is performed annually or quarterly
with a method suited to the volume of transactions: [1]

 Self-assessment
 questionnaire (SAQ)

 Firm-specific
 Internal Security Assessor (ISA)

 External
 Qualified Security Assessor (QSA)

 Our
cybersecurity risk management program includes:

 -
 Risk
 assessments designed to help identify material cybersecurity risks to our critical systems,
 information, products, services, and our broader enterprise IT environment and;

 -
 Company
 leadership managing our cybersecurity security controls, and response to cybersecurity incidents.

 The
Audit Committee reports to the full board of directors regarding its activities, including those related to cybersecurity.

 Our
management team is responsible for assessing and managing our material risks from cybersecurity threats. The team has primary responsibility
for our overall cybersecurity risk management program.

 We
have not encountered any risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially
affected or are reasonably likely to affect us, including our business strategy, results of operations or financial condition. Notwithstanding
the extensive approach we take to cybersecurity, we may not be successful in preventing or mitigating a cybersecurity incident that could
have a material adverse effect on us cybersecurity laws and regulations could cause us to face litigation and penalties that could adversely
affect our business, financial conditions, and results of operations.").

 ITEM
 2.

 DESCRIPTION
 OF PROPERTIES

 We
have executive, administrative, and operating offices at 117 W 9 th Street, Suite 1214, Los Angeles, California 90015. Our
office space is approximately 1,600 square feet and consists of executive and administrative workspace for a base rent of $1,450 per
month, on a month-to-month basis.

 ITEM
 3.

 LEGAL
 PROCEEDINGS

 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.

 We
are not currently a party to any material legal proceedings. We are not aware of any pending or threatened litigation against us that
we expect will have a material adverse effect on our business, financial condition, liquidity, or operating results. However, legal claims
are inherently uncertain, and we cannot assure you that we will not be adversely affected in the future by legal proceedings.

 ITEM
 4.

 MINE
 SAFETY DISCLOSURES

 Not
applicable

 PART
II

 ITEM
 5.

 MARKET
 FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 Market
Information.

 Our
common stock is quoted on the over-the-counter market on the Pinks trading platform under the symbol "MLRT". And first began
trading on April 17, 2008. The following table sets forth the high and low sale prices for our common stock on the Pinks for the periods
indicated. The quotations below reflect inter-dealer prices, without retail mark-up, mark down, or commission, and may not necessarily
represent actual transactions:

 Year Ended

 High

 Low

 Quarter ended March 31, 2023

 $
 0.3959

 $
 0.0325

 Quarter ended June 30, 2023

 $
 0.1310

 $
 0.0551

 Quarter ended September 30, 2023

 $
 0.1400

 $
 0.0401

 Quarter ended December 31, 2023

 $
 0.0950

 $
 0.0396

 Year Ended

 High

 Low

 Quarter ended March 31, 2022

 $
 0.0128

 $
 0.0067

 Quarter ended June 30, 2022

 $
 0.0105

 $
 0.0069

 Quarter ended September 30, 2022

 $
 0.5052

 $
 0.0063

 Quarter ended December 31, 2022

 $
 0.4900

 $
 0.1400

 Holders
of Record.

 As
of December 31, 2023, an aggregate of 32,445,931 shares of our common stock were issued and outstanding and were owned by approximately
299 holders of record, based on information provided by our transfer agent. The foregoing number of record holders does not include an
unknown number of stockholders who hold their stock in "street name".

 Recent
Sales of Unregistered Securities.

 The
following is a summary of transactions involving sales of our securities that were not registered under the Securities Act of 1933, as
amended (the "Securities Act"). Each offer and sale were exempt from registration under either Section 4(a)(2) of the Securities
Act or Rule 506(b) under Regulation D of the Securities Act.

 On
January 19, 2023, an investor converted a note into 571,400 shares of common stock with a value of $5,714.

 On
January 23, 2023, employees converted 40,000 of notes into 4,269,600 shares of common stock with a value of $42,696.

 On
February 6, 2023, an investor converted a note into 812,671 shares of common stock with a value of $8,127.

 On
June 20, 2023, an investor converted a note into 577,877 shares of common stock with a value of $5,778.77.

 On
July 5, 2023, the Company issued 170,000 shares of common stock worth $22,780 to various consultants for services rendered.

 On
August 14, 2023, the Company registered an Offering Statement on a Form 1-A ("Reg A"). This offering relates to the sale
of up to 13,335,000 shares of our common stock (the "Shares") at a price of $0.10 per share, for total offering proceeds
of up to $1,333,500 if all offered shares are sold.

 On
September 5, 2023, the Company issued 7,100,000 shares of common stock as part of the Level 2 Security acquisition, for a value of $347,900.

 On
September 6, 2023, an investor converted a note into 1,189,589 shares of common stock with a value of $11,896.

 On
October 6, 2023, the Company issued common stock of 250,000 shares with a fair value of $17,500 to a consultant for services.

 On
December 21, 2023, the Company issued 325,000 shares of common stock worth $16,218 to various consultants for services rendered.

 Repurchase
of Equity Securities.

 None

 Dividends.

 We
have never declared or paid cash dividends on our capital stock ad we do not anticipate declaring or paying cash dividends on our capital
stock in the foreseeable future. Any payments of cash dividends will be at the discretion of our board of directors, and will depend
upon our results of operations, earnings, capital requirements, legal and contractual restrictions, and other factors deemed relevant
by our board of directors.

 Equity
Compensation Plan Information.

 On
March 14, 2008, we adopted the 2008 Equity Compensation Plan (the "2008 Plan") pursuant to which were authorized to grant
stock options, stock awards and stock appreciation rights of up to 7,000,000 shares of common stock to our employees, officers, directors
and consultants. The 2008 Plan is administered by the Board of Directors of the Company.

 Number of
securities to be
issued upon
exercise of
outstanding options

 Weighted-average
exercise price
of outstanding
options

 Number of securities
remaining available
 for future issuance
 under equity
compensation plans
 (excluding
securities
reflected in column
 (a))

 (a)

 2023

 Equity compensation plans approved by security holders

 -

 $
 -

 2,234,877

 Equity compensation plans not approved by security holders

 -

 -

 -

 Total

 -

 $
 -

 2,234,877

 ITEM
 6.

 SELECTED
 FINANCIAL DATA.

 Not
applicable to a "smaller reporting company" as defined in Item 10(f)(1) of SEC Regulation S-K.

 ITEM
 7.

 MANAGEMENT'S
 DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 The
following discussion and analysis of our financial condition and results of operations should be read together with the audited financial
statements and related notes included elsewhere in this registration statement. Certain statements contained in this registration statement,
including statements regarding the anticipated development and expansion of our business, our intent, belief or current expectations,
primarily with respect to the future operating performance of our company and the products and services we expect to offer and other
statements contained herein regarding matters that are not historical facts, are "forward-looking" statements. Our Management's
Discussion and Analysis contains not only statements that are historical facts, but also forward-looking statements which involve risks,
uncertainties, and assumptions. Because forward-looking statements are inherently subject to risks and uncertainties, our actual results
may differ materially from the results discussed in the forward-looking statements.

 Overview

 Headquartered
in Los Angeles, MLRT has developed a suite of products and solutions, powered by a proprietary real time tracking technology platform,
allowing remote monitoring, location-based tracking, and 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 gun safety and recovery for firearm owners.

 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). Post name change the Company kept its 2 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.). 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.

 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.

 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.

 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.

 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.

 Year
in Review

 Since
2008, we have been pioneering world class tracking and monitoring solutions for people with cognitive disorders, helping improve quality
of life and in some cases save lives; and we have developed tracking and monitoring solutions for the U.S. military, so we see the expansion
into the gun safety market as a perfect extension to our stated mission of providing practical and affordable technology solutions that
can deliver lifesaving results.

the reporting period of 2023 we took transformative steps to broaden our product line, expand our customer base, grow our government
business, and increase our subscription revenue, by entering into the high value asset and firearm theft and recovery business. We successfully
acquired Level 2 Security LLC, which we merged into our new 100% wholly owned subsidiary Level 2 Security Products, Inc. Management believes,
this was a formidable step in solidifying the financial and operational position of the Company and encapsulates our vision to amplify
recurring revenue streams while scaling the Company's life-saving technology solutions and IP portfolio.

 Included
in the acquisition came two fully certified ready for commercial release products, bank balances, Intellectual Property, product inventory,
digital collateral, an online store, an Amazon account, smartphone apps, and an ongoing research and development roadmap for possible
future product releases. The strategic synergy from the merger enables us to expand our target market beyond those of humans with cognitive
disorders and opens the doors to entirely new and much larger markets. The current estimate of firearms owned in the U.S. is over 400
million. The Level 2 proprietary technology can safeguard an extensive range of these mobile assets, and by integrating this with MetAlert's
infrastructure, the Company envisions fiscal improvements in the near term.

 By
tapping into this vast new market of gun safety and theft recovery, management believes this acquisition signifies a strategic investment
in bolstering our short and long-term growth strategy and will broadly expand our reach into the arena of non-human asset tracking and
theft recovery. This transaction represents a convergence of our core mission of delivering life-saving technology with a sharp focus
on sustainable, long-term subscription-based revenue growth. The Company plans to start an immediate marketing and product awareness
campaign to gun activist groups, gun safety groups, police departments, child safety advocate groups, gun stores and ranges, military
supply lines, strategic partners and local, state and federal government agencies.

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

 The
strategic timing for expanding into this market coincides well with the Office of Justice Programs ("OJP") recent
announcement of investing unprecedented resources in programs designed to reduce gun crime and community violence. Last September $100
million in grant funding was initiated under the Community Violence Intervention and Prevention Initiative making this the largest targeted
federal investment for these strategies in history.

 We
are seeing numerous bills and laws being passed both at the state and federal level for subsidies to support gun safety solutions. This
is quickly becoming part of a broader national conversation whereby politicians on both sides of the isle are looking to introduce legislation,
for example the Biden Administration recently announced new executive actions to help promote safe gun storage in order to reduce gun
violence. Gun violence is the leading cause of death of children in America and that is why the Administration is taking comprehensive
action to prevent gun violence. Approximately 4.6 million children live in homes with unsecured firearms. Representatives Mark
DeSaulnier (CA-10), Zoe Lofgren (CA-18), and Don Beyer (VA-08) announced the introduction of the Advancing
Gun Safety Technology Act (H.R. 6697), a bill that would help bring life-saving gun safety technology to the market. Specifically,
the bill would create a $10 million pilot program at the Department of Justice's National Institute of Justice to support private-sector
commercialization of gun safety technology. Recently, gun safety legislation was signed into law by Gov. Gretchen Whitmer, of Michigan,
that took effect on Feb. 13, 2024, whereby Michiganders will be required to secure their firearms at home.

 The
list of government agencies, politicians and nonprofits supporting and funding gun safety is staggering. As part of our go to market
strategy we have brought on retired police officers that can assist us with messaging, and grant approval procedures, so that we can
become a approved vendor/supplier and recognized solution provider in the ever-growing national conversation on gun safety.

 The
Global Wearable Medical Devices Market is driven by the growing geriatric population which is susceptible to various chronic diseases.
This has drastically increased the patient pool across the globe requiring diagnosis, treatment, and monitoring of their health conditions.
This in turn is expected to increase the demand for various wearable medical devices used for health monitoring and diagnosis, thereby
positively influencing the market growth over the next few years. MetAlert is committed to implementing technological advancements and
adoption of AI, IoT, BLE, NFC and other technologies into its GPS SmartSole plus platform to bring about innovations in the wearable
medical device industry, thereby propelling the market growth over the next decade.

the reporting period of 2023, we also made some significant advancements with our SmartSole plus which went through rigorous testing
at Intertek labs and obtained FCC and IEC certification. This enabled us to release some back orders to larger enterprise customers in
Europe that required the final certification documentation. We also saw some improvements in our production capacity, and were able to
streamline some manufacturing processes, thereby increasing our production quantities and enhancing our low inventory position.

 After
going through 2 years of production delays caused by post pandemic supply chain disruptions, labor shortages, and significant cost increases
on electronic components, we concluded that we had to expand our sourcing and manufacturing capabilities, while also leveraging our IP
portfolio, hence we set out to find a partner to license our technology and start manufacturing under an O.E.M. license. We are pleased
to announce we entered into an OEM licensing agreement with Global Safe Tracks, a German based IT/GPS tracking company, to manufacture
and distribute our GPS SmartSole technology in Europe. Global Safe Tracks under the license will manufacture a modified version of the
GPS SmartSole that includes 2G technology as a fall back to 4G technology for use where 4G coverage has not been fully built out in some
European countries. The European version shall be marketed and distributed under the brand name of "SafeSole" however Global
Safe Tracks will also continue to market and distribute the 4G Cat M1 GPS SmartSole plus version made in the U.S.

 As
part of the agreement, Metalert shall also have the rights to distribute the OEM 4G/2G version under the GPS SmartSole trademark for
its own distribution purposes across other countries that still do not have a fully robust 4G infrastructure. We believe this is a turning
point with many benefits both short term and long term. Most importantly in the short term, this will increase the number of SmartSoles
manufactured and help keep up with the growing demand, while at the same time we continue to evaluate ways to scale up production in
the U.S. and bring down our costs with a stated mission to reduce costs by 10% to 18% and increase production capacity by 25% to 40%.
This also provides us with a new income stream from licensing royalties that are attached to each pair of SmartSoles made in Germany
and sold in Europe. Under the 3-year license agreement Global Safe Tracks will be manufacturing the SafeSole in Germany enabling a faster
on demand delivery throughout Europe, while significantly reducing the associated tariff and shipping costs, in addition to opening up
new markets where 4G is currently unavailable.

 In
the later half of 2023, we were able to see results from our OEM manufacturing in Germany and started to see an increase in
inventory levels that would support our fulfillment of orders in Europe and the US. Overall, we still have some supply chain issues,
but this was the first time since the launch of the SmartSole plus that we saw noticeable improvements in lead times,
increases in inventory and shortening our time from order to delivery by 2-3 weeks, on average.

 Prior
to finalizing our OEM agreement, we were granted a new patent by the European Patent Office (EPO). This is the company's first
European utility patent in the GPS SmartSole family and covers various ways to design, protect and manufacture a GPS, Cellular,
Bluetooth and Wi-Fi monitoring electronic device embedded inside an insole including the inductive charging unit. This is the fifth
patent granted to Metalert around tracking and monitoring devices within footwear with particular protection on the insole
format.

the reporting period 2023, we also expanded our distribution in Latin America, and began delivering our SmartSoles and Take Along GPS
Trackers into Ecuador to serve two different market sectors. The Company partnered with GLOBAL SEGURIDAD S.A, a security company providing
security and monitoring services to VIP's and other high-profile people who may be vulnerable to kidnapping, and FISIO Technology,
a company dedicated to long-term health and well-being for patients afflicted with Alzheimer's or related dementia. GLOBAL SEGURIDAD
S.A, is a privately owned personal security business offering VIP clients 24/7 monitoring and video surveillance with armed response
in case of break of entry, kidnappings, and security related activities. The company currently has 10 employees growing to 30 in 2024.

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

 Despite
lower total revenues as compared to the year ended 2022, we saw a 38% increase in overall sales, excluding PPE's and the new GunAlert,
with a 292% increase in direct-to-consumer orders that included a 90% increase in SmartSole sales and increases in domestic subscriptions
of over 400%. Part of this domestic subscription increase was due to a post covid bump and getting customers back online. This, combined
with our cost cutting initiatives helped the Company achieve a 36% drop in losses from operations.

 International
distributors also saw an increase in orders of 127% and subscriptions of 132% over the previous year. As international end users activate
their devices, we expect to see subscriptions increase in 2024 in conjunction with this increase in product sales. Additionally, as our
European OEM, increases sales, we expect the savings from shipping and duties to help increase margins.

 In
summary, we made some positive steps forward during this year, but did not meet our revenue targets. The Company implemented many cost
saving measures, including the entire senior management team deferring salaries, and cutting out all non-essential expenses by approximately
41% from the year ended 2022. We have worked with all our suppliers to reduce unnecessary expenses related to production inefficiencies
in order to position ourselves to maximize profits as we scale back up. The Company continues to work towards receiving Medicare and
other government assistance for our SmartSole, which will then foster growth and build our subscription base, which we believe will ultimately
provide us with a large global data base that can be analyzed by using artificial intelligence (A.I.) to produce predictive models. Healthcare
assisted with A.I. is the prize we have set our sights on, and we are doing everything we can to put in place the necessary steps to
get to that prize as quickly as possible.

 We
believe the steps we took in 2023 will start to yield the results in the coming months that we have been stiving towards. And looking
ahead in 2024 management expects to focus on market penetration in the gun safety industry, continue to expand the SmartSole production
while lowering costs and look for new products and technologies to deploy.

 Sources
of Revenue

 Our
main sources of revenue are product sales, recurring subscriptions, technology and intellectual property licensing, and professional
services.

Sales

 2022 & 2023 the majority of our product sales came from SmartSoles, Take Along Trackers and other hardware related tracking technologies,
 along with sales related to the release of our new Gun Alert in late 2023.

 Sales of medical supplies vary according to demand.

 Other
Revenue:

 Subscription
 monitoring fees - charged to customers/subscribers for our web-based tracking and information services.

 Licensing
 of our patents, technology and software platforms.

 Professional
 fees for new product designs and support and maintenance of existing products.

 Other
 – 3 rd party order fulfillment and non-compete agreement royalties.

 Costs
and Expenses

 Cost
of Revenue

 Hardware
 - consists primarily of manufacturing and assembly of raw materials.

 Recurring
 – usage fees for data and 24/7 access to our platform.

 Licensing
 – legal, USPTO and related filing fees and maintenance fees and engineering development costs.

 Operating
Expense

 Operating
 expenses consists primarily of SG&A, which includes, but is not limited to payroll, rent, infrastructure and communication, professional
 fees and other related office expenses.

 Sales
and Marketing Expense

 Sales
 and marketing expenses for the purchase of advertising time/space.

 Other
Expense

 Depreciation
 and amortization expense.

 Research
and Development Expense

 Consists
 of costs related to the development of new products.

 Key
Business Metrics

 In
addition to our GAAP financial information, we utilize several performance indicators. Below are several key metrics we use to manage
and evaluate our business, measure our performance, identify trends affecting our business and make strategic decisions:

 of new customers

 of subscribers, current, new and churn;

 of new product launches;

 of new geographical territories; and

 of 3 rd party payers, i.e. Medicare.

 Results
of Operations

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

 The
following table represents our statement of operations for the years ended December 31, 2023 and 2022:

 Years ended December 31,

 2023

 2022

 $

 % of Revenues

 $

 % of Revenues

 Product sales

 181,022

 %

 213,306

 %

 Subscription and other revenue

 67,309

 %

 121,300

 %

 IP royalties

 -

 -
 %

 -

 -
 %

 Total revenues

 248,331

 %

 334,606

 %

 Cost of goods sold

 226,892

 %

 189,758

 %

 Gross Margin

 21,439

 %

 144,848

 %

 Operating expenses:

 Wages and benefits

 426,758

 %

 509,064

 %

 Professional fees

 218,180

 %

 757,371

 %

 Sales and marketing expenses

 7,778

 %

 22,733

 %

 General and administrative

 245,652

 %

 226,055

 %

 Total operating expenses

 898,368

 %

 1,515,223

 %

 Gain/(loss) from operations

 (876,929
)

 -353
 %

 (1,370,375
)

 -410
 %

 Other expense/income, net

 (313,229
)

 -126
 %

 (132,712
)

 -40
 %

 (1,190,158
)

 -479
 %

 (1,503,087
)

 -449
 %

 Revenues

 Revenues
as a whole in fiscal 2023 decreased by 26% or $86,275 in comparison to fiscal 2022, yet, we saw a 38% increase in overall sales,
excluding PPE's and the new GunAlert, with a 292% increase in direct to consumer orders that included a 90% increase in
SmartSole sales and increases in domestic subscriptions of over 400%. Part of this domestic subscription increase was due to a post
covid bump and getting customers back on line.

 International
distributors also saw an increase in orders of 127% and subscriptions of 132% over the previous year. As international end users
activate their devices we expect to see subscriptions increase in 2024 in conjunction with this increase in product sales.
Additionally, as our European OEM, increases sales, we expect the savings from shipping and duties to help increase margins.

the year ended December 31, 2023, the Company's customer base and revenue streams were comprised of approximately 70% B2B (Wholesale
Distributors and Enterprise Institutions), 30% B2C (consumers and government agencies who bought on the behalf of consumers, through
our online ecommerce platform and through Amazon, Google and iTunes), 0.00% IP (our monetization campaign from consulting, licensing
and asserting our patents) and 0.00% Military and Law Enforcement.

the year ended December 31, 2022, the Company's customer base and revenue streams were comprised of approximately 62% 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), 0.00% IP (our monetization campaign from consulting, licensing
and asserting our patents) and 1.00% Military and Law Enforcement.

 Cost
of goods sold

 Cost
of goods sold increased by 20% or $37,133 during fiscal year 2023 in comparison to fiscal year 2022. This increase was primarily due
to the addition of costs related to the new GUNALERT product as compared to the previous year's same period. Additionally, inventory at year-end was analyzed and it was determined that as we progressed into our newest version
of the SmartSole, that various parts and inventory levels held at our third-party contract manufacturers were now obsolete, and had no
resale value, and thus subsequently written-off.

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

 Wages
and benefits

 Wages
and benefits for fiscal year 2023 decreased by $82,306 or 16% as compared to fiscal year 2022, predominantly because of cost cutting
and time saving initiatives that have been in place during slower periods and the executives of the Company agreeing to not accrue unpaid
salary since Q3 2023.

 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 $539,192 or 71% in fiscal year
2023 compared to fiscal year 2022. Professional fees have decreased as more responsibilities were transferred from outside contractors
and consultants to in-house personnel, along with the reduced fees related to investor relations and business development.

 Sale
and marketing expenses

 Sales
and marketing expenses decreased by 660% or $14,954 during fiscal year 2023 in comparison to fiscal year 2022, this is primarily due
to costs related to marketing the new 4G SmartSole predominately being in 2022.

 General
and administrative

 General
and administrative costs during fiscal year 2023 increased by $19,597 or 9%, in comparison to fiscal year 2022, mostly due to
increases in investor relations expense.

 Other
expense/income, net

 Other
expense/income in fiscal year 2023 increased by $180,517 or 136%, in comparison to fiscal year 2022. This is primarily as a result of
increases of the amortization of debt discount and interest expense, coupled with the, gain in forgiveness of CARE and EDD loans and
refunds that took place in 2022. This increase included one-time additions due to the acceleration of the amortization of debt discounts for notes
that were converted or forgiven early, and the inclusion of interest expense for a defunct company's note as per accounting guidelines.

 Net
loss

 Net
loss during fiscal year 2023 decreased by $312,929, or 21%, in comparison to the net loss incurred during fiscal year 2022 primarily
as a result of large decreases in professional fees related to stock-based compensation, and the lowering of wages and salaries.

 Liquidity
and Capital Resources

 As
of December 31, 2023, we had $68,440 in cash and $322,654 of current assets, and $4,372,041 of current liabilities, resulting in a
working capital deficit of $4,049,387 compared to $8,534 in cash and a working capital deficit of approximately $3,233,209 as of
December 31, 2022.

 Net
cash used in operating activities was $417,245 for fiscal 2023 compared to net cash used of $506,950 for fiscal 2022, a decrease of 17.70%.
Other than the large reduction in overall operating expenses, the decrease in net cash used in operating activities was largely attributed
to the net change in non-cash items that includes: stock based compensation, loss on the extinguishment of debt, the elimination of derivative
income and the interest and financing costs on note assignments and the net change in operating assets and liabilities that includes
increased spending for inventory, the payment of accounts payable and accrued expenses, including interest expense attributable to the
reduction in debt.

 Net
cash used by investing activities during fiscal 2023 was $42,408 and net cash provided by investing activities during fiscal year
2022 was $3,308, respectively and consisted of the purchase of intangible assets in 2023.

 Net
cash provided by financing activities during fiscal 2023 was $434,743 and consisted of proceeds totaling $345,500 in proceeds from
the issuance of debt, $100,000 from the sale of preferred stock, $38,599 in loans from officers and proceeds from the line of credit
of $46,881 with payments on debt and the lines of credit of $96,138. Net cash provided by financing activities during fiscal 2022
was $380,450 and consisted of proceeds totaling $145,000 in proceeds from the issuance of debt, $25,000 from the conversion of
warrants, $180,000 from proceeds from the Reg A, and proceeds from the line of credit of $144,118 with payments on debt and the
lines of credit of $113,668.

 We
expect to continue to generate revenues from all our business units from existing product sales, recurring subscriptions, software and
Intellectual Property licensing, military and professional services. We also expect to see new revenues come in from recently launched
products and products that are scheduled for launch throughout 2024 however, even though existing product sales and recurring subscriptions
are starting to become more consistent, the amount of revenues is still unpredictable and may not be sufficient to fund all our working
capital needs. Accordingly, we anticipate that we will have negative cash flow from our operations and, therefore, will have to raise
additional capital in order to fund our operations in 2024.

 In
order to continue funding our working capital needs and our product development costs we continued to draw upon our Lines of Credit with
our bank (see Notes Payable Footnote 8 in our Financial Statements included herein for more information), which resulted in $46,881 of
draws and repayments of $26,492 against this balance in fiscal year 2023. Further, the Company continues to raise capital through an
Offering Statement on Form 1-A, filed on August 7, 2023, and qualified on August 14, 2023, with a $0.10 per share offering price.

 In
fiscal 2022, we drew upon our Lines of Credit with an accredited investor or our bank (see Notes Payable Footnote 8 in our Financial
Statements included herein for more information), which resulted in $144,118 of draws and repayments of $69,467.

 In
addition to continuing to incur normal operating expenses, we intend to continue our research and development efforts for our various
technologies and products, including hardware, software, interface customization, and website development, and we also expect to further
develop our sales, marketing and manufacturing programs associated with the commercialization, licensing and sales of our GPS devices
and security technology. We currently do not have sufficient capital on hand to fully fund our proposed research and development activities,
which lack of product development may negatively affect our future revenues.

 As
noted above, based on budgeted revenues and expenditures, unless revenues increase significantly, we believe that our existing and projected
sources of liquidity may not be sufficient to satisfy our cash requirements for the next twelve months. Using currently available capital
resources, management believes we can conduct planned operations for 120 days. Accordingly, management believes we need to raise a minimum
of $500,000 to remain in business for the next 12 months, which may be accomplished the sale of equity or debt securities. The sale of
additional equity securities will result in additional dilution to our existing stockholders. Sale of debt securities could involve substantial
operational and financial covenants that might inhibit our ability to follow our business plan. Any additional funding that we obtain
in a financing is likely to reduce the percentage ownership of the Company held by our existing security-holders. The amount of this
dilution may be substantial based on our current stock price, and could increase if the trading price of our common stock declines at
the time of any financing from its current levels. We may also attempt to raise funds through corporate collaboration and licensing arrangements.
To the extent that we raise additional funds through collaboration and licensing arrangements, we may be required to grant licenses on
terms that are not favorable to us. There can be no assurance that financing will be available in amounts or on terms acceptable to us,
if at all. If we are unable to obtain the needed additional funding, we may have to further reduce our current level of operations, or,
may even have to totally discontinue our operations.

 We
are subject to many risks associated with businesses at our stage, including the above discussed risks associated with the ability to
raise capital. Please see the section entitled "Risk Factors" 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

 Inflation
and changing prices have had effects on our net sales and revenues and our income from continuing operations over our two most recent
fiscal years. Our costs on both materials and labor have risen between 10-25% across the board, thereby affecting our margins. These
cost increases will be offset over time with pricing adjustments, when possible.

 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 incurred net
losses of $1,190158 and $1,503,087 for the years ended December 31, 2023, and 2022, respectively, has incurred losses since
inception resulting in an accumulated deficit of $28,746,629 as of December 31, 2023, and has negative working capital of $4,049,387
as of December 31, 2023. A significant part of our negative working capital position at December 31, 2023 consisted of $1,490,930,
of amounts due to various accredited investors of the Company for convertible promissory notes, loans of $146,195, letters of credit
with a balance of $102,040 and short-term CARE loans of $12,972. The Company anticipates further losses in the development of its
business.

 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 obtainment of
additional financing, the successful development of the Company's contemplated plan of operations, or its attainment of profitable
operations are necessary for the Company to continue operations. 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.

 Critical
Accounting Policies and Estimates

 The
financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States.
Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements
for a period necessarily involves the use of estimates which have been made using careful judgment.

 The
financial statements have, in management's opinion, been properly prepared within reasonable limits of materiality and within the
framework of the significant accounting policies summarized below.

 We
have identified the following critical accounting policies that are most important to the portrayal of our financial condition and results
of operations and that require management's most difficult, subjective or complex judgments, often as a result of the need to make
estimates about the effect of matters that are inherently uncertain. The following is a review of the more critical accounting policies
and methods used by us.

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 3 rd 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 thru 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

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.

 Subscription
and Other Revenue

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

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

 Licensing

 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. The Company has satisfied its performance obligations and
therefore recognizes licensing revenue when the sales to which the licensing relate are completed, under the terms of the specific licensing
agreement.

 Concentration
of Revenue

the year ended December 31, 2023, the Company's customer base was comprised of approximately 70.28% B2B (Wholesale Distributors and Enterprise Institutions), 29.72%
B2C (consumers and government agencies who bought on the behalf of consumers, through our online
ecommerce platform and through Amazon, Google and iTunes), 0.00% IP (our monetization campaign from consulting, licensing and asserting
our patents) and 0.00% Military and Law Enforcement.

the year ended December 31, 2022, the Company's customer base was comprised of approximately 62.13% B2B (Wholesale Distributors
and Enterprise Institutions), 36.87% B2C (consumers and government agencies who bought on the behalf of consumers, through our online
ecommerce platform and through Amazon, Google and iTunes), 0.00% IP (our monetization campaign from consulting, licensing and asserting
our patents) and 1.00% Military and Law Enforcement.

Warranty

 The
Company's warranty policy provides repair or replacement of products (excluding GPS Shoe devices) returned for defects within ninety
days of purchase. Warranty liabilities are recorded at the time of sale for the estimated costs that may be incurred under our standard
warranty. As of December 31, 2023, products returned for repair or replacement have been immaterial. Accordingly, a warranty liability
has not been deemed necessary.

 Derivative
Instruments

 Our
debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may
be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

 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.

 On
December 31, 2023, it was determined that the Company had no derivative liabilities.

 Stock-Based
Compensation

 Stock-based
compensation expense is recorded for stock and stock options awarded in return for services rendered. The expense is measured at the
grant-date fair value of the award and recognized as compensation expense on a straight-line basis, which is generally commensurate with
the vesting period. The Company estimates forfeitures that it expects will occur and records expense based upon the number of awards
expected to vest.

 Recent
Accounting Pronouncements

 Please
refer to footnote for management's discussion of recent accounting pronouncements.

 ITEM
 7A.

 QUANTITATIVE
 AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

 Not
applicable to a "smaller reporting company" as defined in Item 10(f)(1) of SEC Regulation.

 ITEM
 8.

 FINANCIAL
 STATEMENTS AND SUPPLEMENTARY DATA

 The
financial statements required by Item 8 are submitted in a separate section of this report, beginning on page F-1, and are incorporated
herein and made a part hereof.

 ITEM
 9.

 CHANGES
 IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 None.

 ITEM
 9A.

 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 December 31, 2023, for the reasons set forth below, 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.

 Management's
Annual Report on Internal Control Over Financial Reporting

 Our
management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f)
under the Exchange Act, as amended). Under the supervision and with the participation of management, including our Chief Executive Officer
and Chief Financial Officer, we assessed the effectiveness of our internal control over financial reporting as of December 31, 2023.
In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission
(" COSO ") in Internal Control—Integrated Framework (2013) to evaluate our control environment, risk assessment,
information and communication, monitoring activities, and existing control activities. A material weakness is a deficiency, or a combination
of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement
of our annual or interim financial statements will not be prevented or detected on a timely basis.

 We
have identified the following weakness:

 Due to the nature
and number of year-end adjustments by our external auditors, we have a deficiency related to our closing process.

 As
a result, management concluded that, as of December 31, 2023, the Company's internal control over financial reporting were ineffective
for the size of our Company. However, there can be no assurance that implementation of any change will be completed in a timely manner
or that it will be adequate once implemented. To the extent possible, we will implement procedures to assure that the initiation of transactions,
the custody of assets and the recording of transactions will be performed by separate individuals.

 No
Attestation Report by Independent Registered Accountant

 This
annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial
reporting since one is not required.

 Changes
in Internal Control Over Financial Reporting

 There
have been no changes in our internal controls over financial reporting that occurred during the annual reporting period covered by this
report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

 Limitations
on Effectiveness of Controls and Procedures

 The
Company's management does not expect that its disclosure controls or its internal control over financial reporting will prevent
or detect all error and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute,
assurance that the control system's objectives will be met. The design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative to their costs. Further, because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur
or that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include
the realities that judgments in decision making can be faulty and that breakdowns can occur because of simple error or mistake. Controls
can also be circumvented by the individual acts of some persons, by collusion of two or more people, or management override of the controls.
The design of any system of controls is based in part on certain assumptions about the likelihood of future events, and there can be
no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Projections of any evaluation
of controls effectiveness to future periods are subject to risks. Over time, controls may become inadequate because of changes in conditions
or deterioration in the degree of compliance with policies or procedures.

 ITEM
 9B.

 OTHER
 INFORMATION

 None.

 PART
III

 ITEM
 10.

 DIRECTORS,
 EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 Executive
Officers and Directors. Each of our directors was elected by the stockholders and serves until his or her successor is elected and
qualified.

 The
board of directors currently has no nominating or compensation committee.

 Our
Chief Executive Officer serves pursuant to an employment agreement that was automatically extended for one year on March 14, 2024, and
that will automatically be extended for successive one-year periods if not cancelled by either party. See "Item 10, Executive Compensation
– Employment Agreements in our Financial Statements included herein".

 The
following table sets forth information regarding our executive officers and directors.

 Name

 Position
 Held

 Age

 Date
 First Appointed

 Patrick
 E. Bertagna

 President,
 Chief Executive Officer and Chairman of the Board

 March
 14, 2008

 Alex
 McKean

 Chief
 Financial Officer

 October
 3, 2011

 Louis
 Rosenbaum

 VP
 of Operations & Finance, Director

 March
 14, 2008

 (Director)

 March
 1, 2015 (VP)

 Andrew
 Duncan

 Director,
 Audit Committee Member, Corporate Secretary and Treasurer

 April
 2, 2010

 Biographical
Information

 The
following describes the backgrounds of current executive officers and directors. The Company currently has no independent directors,
as defined in the NASDAQ rules governing members of boards of directors.

 Mr.
Bertagna is the director and the Chief Executive Officer of Global Trek Xploration and Level 2 Security Products, Inc., Inc. Mr. Rosenbaum
is the VP of Operations and Finance and Mr. McKean is the Chief Financial Officer of each of those subsidiaries.

 Patrick
E. Bertagna – Director, Chief Executive Officer, President and Chairman of the Board

 Mr.
Bertagna was the founder of Global Trek Xploration in September 2002 and has since served as its Chief Executive Officer, President and
Chairman of the Board of Directors of MetAlert. He is co-inventor of our patented GPS footwear technology. His career spans over 35 years
in building companies in both technology and consumer branded products.

 Mr.
Bertagna began his career in consumer products importing apparel from Europe and later went on to import and manufacture apparel, accessories
and footwear in over 20 countries. In 1993, Mr. Bertagna transitioned into technology and founded Barcode World, Inc. a supply chain
software company, enabling accurate tracking of consumer products from design to retail. In June 2002 after selling this company, Mr.
Bertagna combined his two past careers in consumer products and tracking technology and founded MetAlert Inc.

 Mr.
Bertagna was born in the South of France and is fluent in French and Spanish, has formed alliances with Fortune 500 companies such as
IBM, AT&T, Sports Authority, Federated Stores, Netscape and GE. He has been a keynote speaker and has been awarded several patents
(including, but not limited to U.S. Patent #'s: 8,154,401, 8,760,286, 9,219,978).

 Mr.
Bertagna has extensive knowledge of the manufacturing industry, internet software development, building intellectual property portfolios
and overall experience in growing early stage high-tech companies. As a founder of Global Trek Xploration and co-inventor of the GPS
Shoe, this knowledge enables Mr. Bertagna to be uniquely qualified to be CEO and on the Board of Directors.

 Alex
McKean – Chief Financial Officer

 Mr.
McKean was appointed as our Chief Financial Officer in 2015, previously he was our Interim Chief Financial Officer since October 2011.
He is currently also the Chief Financial Officer of Encore Brands, Inc., a position he has held since October 2009. Previous to that,
he acted as an independent management consultant under his own firm, SGT Enterprises, Inc. as well as an independent contractor with
Robert Half International and Ajilon Finance. Prior to establishing his own firm, during 2004-2007 Mr. McKean was with Parson Consulting
working in such areas as: strategy, financial modeling, SEC filings, process management and Sarbanes Oxley. Mr. McKean has held positions
as a Controller and VP of Finance at 24:7 Film from 2002-2004, VP of Finance at InternetStudios.com from 2000-2002, Director of FP&A/SVP
at Franchise Mortgage Acceptance Company from 1998-2000, as Corporate Accounting Manager/Treasurer of Polygram Filmed Entertainment from
1996-1998 and Assistant Treasurer/Controller for State Street Bank from 1989-1996.

 Mr.
McKean holds an International MBA from Thunderbird's School of Global Management and undergraduate degrees in Finance and Political
Science from Trinity University.

 Louis
Rosenbaum – VP of Operations and Finance, Director

 Mr.
Rosenbaum served as a member of MetAlert Board of Directors from September 2002 until June 2005 and then again from October 2007 until
March 2008, at which time he became a director of MetAlert Inc. Subsequently, Mr. Rosenbaum was asked to act as the VP of Operations
and Finance since March 1, 2015. Mr. Rosenbaum was a founder and early investor in Global Trek Xploration.

 Mr.
Rosenbaum has been the President of Advanced Environmental Services since July 1997. His responsibilities at Advanced Environmental Services
encompass supervising all administrative and financial activities, including all contractual aspects of the business. Mr. Rosenbaum has
been working in the environmental and waste disposal industry for the past eighteen years. He started with Allied Waste Services, a division
of Eastern Environmental (purchased by Waste Management Inc. in 1998) in 1990.

 Mr.
Rosenbaum founded and was President of Elements, a successful clothing manufacturer that produced a line of upscale women's clothing
in Hong Kong, China, Korea and Italy, from 1978 to 1987.

 Mr.
Rosenbaum has a long history in the consumer products industry, electronics and software sales and development. Mr. Rosenbaum is a co-founder
of MetAlert Inc., was the first large investor and has assisted in the overall vision and development of the Company since inception.
Mr. Rosenbaum has served on numerous private and community public boards and this unique blend of experience and history, combined with
his strategic and tactical insight, makes Mr. Rosenbaum an asset to the MetAlert Inc. Board.

 Andrew
Duncan – Head of International Business Development, Director, Member of Audit Committee, Corporate Secretary and Treasurer

 Mr.
Duncan has been working in the consumer electronics and technology licensing business for over 20 years. Since 2006 he has been the CEO
of ClearPlay International, a software licensing company. Prior thereto, he founded Global TechLink Consultants Inc., a technology consultancy
company, specializing in technology licensing, multimedia, communication and application technology on a global basis, including Interactive
TV, Digital downloads/streaming and Consumer Electronics. From 1994 to 2001, Mr. Duncan worked as Vice President Consumer Electronics
for Gemstar TV Guide International (Los Angeles USA).

 Mr.
Duncan earned his honors degree in Chemistry from Nottingham University and postgraduate qualifications in Marketing and Direct Marketing
from London University (Kings College). He also has a Certificate of Business Management from the Anderson School of Business UCLA.

 Mr.
Duncan's experience in global intellectual property, branding and licensing, uniquely qualifies him to serve on our Board. Mr.
Duncan's long involvement in global business development, with an extensive background working in both Europe and Asia as a business
strategist for major corporations, directly assists the Board in its international strategic planning objectives and activities.

 Director
Qualifications and Diversity

 Our
Board of Directors (the "Board") has not adopted a formal policy with regard to the consideration of diversity when evaluating
candidates for election to the Board. However, our Board believes that membership should reflect diversity in its broadest sense, but
should not be chosen nor excluded based on race, color, gender, national origin or sexual orientation. In this context, the Board does
consider a candidate's experience, education, industry knowledge, history with the Company, and differences of viewpoint when evaluating
his or her qualifications for election to the Board. Whenever our Board evaluates a potential candidate, the Board considers that individual
in the context of the composition of the Board as a whole.

 The
standards that our Board considers in selecting candidates (although candidates need not possess all of the following characteristics,
and not all factors are weighted equally) include the director's or nominee's, Industry knowledge and contacts in industries
served by the Company, independent judgment, ability to broadly represent the interests of all stockholders and other constituencies,
maturity and experience in policy making decisions, business skills, background and relevant expertise that are useful to the company
and its future needs, and other factors determined to be relevant by the Board.

 Audit
Committee

 The
Company has established a standing Audit and Finance Committee (the "Audit Committee") for purpose of overseeing accounting
and financial reporting processes and audits of financial statements for the Company. The Audit Committee held one meeting in 2023. Members
of the Audit Committee are the COO (Chair), CEO and CFO.

 The
Audit Committee's responsibilities include:

 appointing,
 approving the compensation of, and assessing the independence of our independent registered public accounting firm;

 pre-approving
 auditing and permissible non-audit services, and the terms of such services, to be provided by our independent registered public
 accounting firm;

 reviewing
 the overall audit plan with our independent registered public accounting firm and members of management responsible for preparing
 our consolidated financial statements;

 reviewing
 and discussing with management and our independent registered public accounting firm our annual and quarterly financial statements
 and related disclosures as well as critical accounting policies and practices used by us;

 coordinating
 the oversight and reviewing the adequacy of our internal control over financial reporting;

 establishing
 policies and procedures for the receipt and retention of accounting-related complaints and concerns;

 recommending
 based upon the audit committee's review and discussions with management and our independent registered public accounting firm
 whether our audited financial statements shall be included in our Annual Report on Form 10-K;

 monitoring
 the integrity of our consolidated financial statements and our compliance with legal and regulatory requirements as they relate to
 our consolidated financial statements and accounting matters;

 preparing
 the audit committee report required by SEC rules to be included in our annual proxy statement;

 reviewing
 all related person transactions for potential conflict of interest situations and approving all such transactions; and

 reviewing
 quarterly earnings releases.

 All
services, other than de minimis non-audit services, to be provided to us by our independent registered public accounting firm must be
approved in advance by our audit committee.

 All
members of our audit committee will meet the requirements for financial literacy under the applicable rules and regulations of the SEC
and the Nasdaq listing rules. Our board of directors has determined that the CFO qualifies as an "audit committee financial expert"
within the meaning of applicable SEC regulations. In making this determination, our board of directors considered the nature and scope
of experience that our CFO has had throughout his career as a financial and accounting executive. Our board of directors has determined
that all of the directors that are members of our audit committee satisfy the relevant independence requirements for service on the audit
committee set forth in the rules of the SEC and the Nasdaq listing rules. Both our independent registered public accounting firm and
management will periodically meet privately with our audit committee.

 Both
our independent registered public accounting firm and our internal financial personnel will regularly meet with, and have unrestricted
access to, the audit committee.

 Family
Relationships

 There
are no family relationships among the Company's directors, executive officers, or persons nominated or chosen by the Company to
become directors or executive officers.

 Director
or Officer Involvement in Certain Legal Proceedings

 Our
current directors and executive officers have not been involved in any legal proceedings as described in Item 401(f) of Regulation S-K
in the past ten years.

 Code
of Business Conduct and Ethics.

 We
have adopted a Code of Business Conduct and Ethics (the "Code") that applies to our directors, officers and employees, including
our principal executive officer and principal financial and accounting officer. A copy of our code of ethics will be furnished without
charge to any person upon written request. Requests should be sent to: Secretary, GTX Corp, 117 W. 9th Street, #1214 Los Angeles, California
90015.

 Compliance
with Section 16(a) of the Exchange Act.

 Section
16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of a registered
class of the company's equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange
Commission ("SEC"). Executive officers, directors and greater than 10% stockholders are required by SEC regulations to furnish
the Company with copies of all Section 16(a) forms they file.

 Based
solely on its review of the copies of reporting forms received by the Company, the Company believes that no Forms 4's were required
to be filed as required under Section 16(a) of the Securities Exchange Act of 1934.

 ITEM
 11.

 EXECUTIVE
 COMPENSATION

 Summary
Compensation Table. The following table sets forth the compensation for the fiscal years ended December 31, 2023, and 2022 for services
rendered to us by all persons who served as our Chief Executive Officer and our Chief Financial Officer and most highly compensated executive
officers other than our Chief Executive Officer and Chief Financial Officer (collectively, the "Named Executive Officers")
who received compensation in excess of $100,000 in 2023.

 Summary
Compensation Table

 Name and Principal Position

 Fiscal Year Ended 12/31

 Salary (including deferred) ($)

 Bonus ($)

 Stock Awards ($)

 Option Awards ($)

 All Other Compensation (deferred) ($)(3)

 Total ($)

 Patrick Bertagna(1)

 2023

 150,000

 -

 -

 -

 25,000

 175,000

 2022

 150,000

 -

 -

 -

 25,000

 175,000

 Alex McKean(2)

 2023

 96,000

 -

 -

 -

 -

 96,000

 2022

 96,000

 -

 -

 -

 -

 96,000

 (1)

 Mr.
 Bertagna, our Chief Executive Officer has agreed to defer portions of his salary in an effort to preserve cash for other working
 capital needs of the Company. In 2022, Mr. Bertagna deferred $36,750 of his wages of $150,000, used $15,000 of his allowances and
 deferred $10,000 for Board of Director fees thru December 31, 2023. As of December 31, 2023, Mr. Bertagna has a deferred balance
 of $92,050 in accounts payable that has not been converted into Employee Notes.

 (2)

 Mr.
 McKean, our Chief Financial Officer has agreed to defer portions of his salary in an effort to preserve cash for other working capital
 needs of the Company. As of December 31, 20232, Mr. McKean has deferred $18,600 of his wages of $96,000 and has a deferred balance
 of $59,741 in accounts payable of his 2023 deferred salary compensation that has not been converted into Employee Notes.

 (3)

 The
 values shown in this column include Director fees, additional employee benefits paid including travel, health insurance, auto lease
 payments and cellular phone service. During 2023 these expenses, other than the Director fees, where applied against current and
 or previous year's accruals.

 Outstanding
Equity Awards

 None.

 Severance
and Change in Control Benefits

 None.

 Benefits
upon Death or Disability

 None.

 Long-Term
Incentive Plans

 There
are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers.

 Tax
and Accounting Treatment of Compensation

 Section
162(m) of the Internal Revenue Code places a limit of $1.0 million per person on the amount of compensation that we may deduct in any
one year with respect to our Chief Executive Officer and certain of our other executive officers. While the Board of Directors considers
deductibility factors when making compensation decisions, the board also looks at other considerations, such as providing our executive
officers with competitive and adequate incentives to remain with us and increase our business operations, financial performance and prospects,
as well as rewarding extraordinary contributions. No compensation to named executive officers exceeded this threshold in 2022.

 We
account for equity compensation paid to our employees under the rules of FASB ASC Topic 718, which requires us to estimate and record
an expense for each award of equity compensation over the service period of the award. Accounting rules also require us to record cash
compensation as an expense at the time the obligation is accrued. We have not tailored our executive compensation program to achieve
particular accounting results.

 Policies
on Ownership, Insider Trading, Hedging And 10b5-1 Plans

 We
do not have formal stock ownership guidelines for our employees or directors, because the Board of Directors is satisfied that stock
and option holdings among our employees or directors, are sufficient at this time to provide motivation and to align this group's
interests with those of our stockholders. In addition, we believe that stock ownership guidelines are rare in companies at our stage,
which means that ownership requirements would put us at a competitive disadvantage when recruiting and retaining high-quality executives.

 Our
insider trading policy, which is incorporated into our Code of Business Conducts and Ethics prohibits certain actions by our Executive
Officers relating to buying and selling our common stock. Our executive officers are authorized to enter into trading plans established
according to Section 10b5-1 of the Exchange Act with an independent broker-dealer ("broker") designated by us. These plans
may include specific instructions for the broker to exercise vested options and sell Company stock on behalf of the executive officer
at certain dates, if our stock price is above a specified level or both. Under these plans, the executive officer no longer has control
over the decision to exercise and sell the securities in the plan, unless he or she amends or terminates the trading plan during a trading
window. Plan modifications are not effective until the 31 st day after adoption. The purpose of these plans is to enable executive
officers to recognize the value of their compensation and diversify their holdings of our stock during periods in which the executive
officer would be unable to sell our common stock because material information about us had not been publicly released. As of the record
date, no named executive officer had a trading plan in place.

 Director
Compensation

 We
have no formal plan for compensating our directors for their service in their capacity as directors although such directors are expected
to receive shares of common stock and/or options in the future to purchase common shares as awarded by our Board of Directors or (as
to future options) a Compensation Committee which may be established in the future. Directors are entitled to reimbursement for reasonable
travel and other out-of-pocket expenses incurred in connection with attendance at meetings of our Board of Directors. Our Board of Directors
may award special remuneration to any director undertaking any special services on behalf of our company other than services ordinarily
required of a director.

 The
following table summarizes the compensation of each of our directors who is not also a named executive officer for their service as a
director for the year ended December 31, 2023. The compensation of Mr. Bertagna, who serves as a director and as our Chief Executive
Officer, is described above in the Summary Compensation Table.

 DIRECTOR
COMPENSATION

 Name

 Fees Earned or Paid in Cash ($)

 Stock Awards ($)

 Option Awards ($)

 Non-Equity Incentive Plan Compensation ($)

 Change in Pension Value and Nonqualified Deferred Compensation Earnings

 All Other Compensation
 (deferred)
 ($)

 Total ($)

 Louis Rosenbaum (1)

 -

 -

 -

 N/A

 N/A

 Andrew
 Duncan (2)

 -

 -

 -

 N/A

 N/A

 (1)

 Mr.
 Rosenbaum has provided executive management services to the Company in previous years. Mr. Rosenbaum earned $96,000 in 2023 relating
 to operations and finance services, and $10,000 for Board of Director fees. As of December 31, 2023, Mr. Rosenbaum has deferred $10,000
 of his director's compensation and deferred $18,600 of his $96,000 salary. As of December 31, 2023, Mr. Rosenbaum has a deferred
 balance of $44,000 in accounts payable that has not been converted into Employee Notes.

 (2)

 Mr.
 Duncan also provides executive management services to the Company. Mr. Duncan earned $16,125 in 2023 for business development and
 intellectual property licensing services, and $10,000 for Board of Director fees. As of December 31, 2023, Mr. Duncan has deferred
 $0 of his 2023 consulting compensation and $10,000 of his director's compensation.

 Employment
Agreements

 The
following are summaries of the employment agreements with the Company's executive officers:

 Patrick
E. Bertagna, our Chief Executive Officer and President, is employed pursuant to a written agreement dated as of March 14, 2008. The
agreement was for a term of two years, but contained a provision under which the agreement is automatically extended for additional one-year
periods unless either party provides written notice to the contrary at least 60 days prior to the end of the term then in effect. As
such, Mr. Bertagna receives a base salary of $150,000 per year; however, in order to preserve cash for other working capital needs, Mr.
Bertagna has agreed to accrue portions of his salary in the past and he is continuing to do so in 2023. He is entitled to adjustments
to his base salary based on certain performance standards, at the Company's discretion, as follows: (i) a bonus in an amount not
less than fifteen percent (15%) of yearly salary, to be paid in cash or stock, if the Company has an increase in annual revenues and
Mr. Bertagna performs his duties within the time frame budgeted for such duties at or below the cost budgeted for such duties and (ii)
a bonus, to be paid in cash or stock at the Company's sole discretion, equal to $12,500 for every one million of the Company's
outstanding common stock purchase warrants that are exercised.

 Mr.
Bertagna may also participate in any and all benefits and perquisites as are generally provided for the benefit of executive employees.
The agreement terminates on his death, incapacity (after 180 days), resignation or cause as defined in the agreement. If he is terminated
without cause, he is entitled to base salary, including back salary owed, all bonuses otherwise applicable, and medical benefits for
twelve months.

 Alex
McKean, was appointed as the Company's Interim Chief Financial Officer from October 3, 2011 and was appointed full-time in
2015. He is not employed pursuant to a written employment agreement.

 2008
Equity Compensation Plan

 We
have adopted an equity incentive plan, the 2008 Equity Compensation Plan (the "2008 Plan"), pursuant to which we are authorized
to grant options, restricted stock, unrestricted stock, and stock appreciation rights to purchase up to 7,000,000 shares of common stock
to our employees (as such term is defined in the 2008 Plan), officers, directors and consultants. Awards under the 2008 Plan may consist
of stock options (both non-qualified options and options intended to qualify as "Incentive Stock Options" under Section 422
of the Internal Revenue Code of 1986, as amended), restricted and unrestricted stock awards and stock appreciation rights.

 The
2008 Plan is administered by our Board of Directors or a committee appointed by the Board (the "Committee"). If appointed
by the Board, the committee would consist of at least two members of the Board whose members shall, from time to time, be appointed by
the Board. The Committee has the authority to interpret the 2008 Plan, to prescribe, amend, and rescind rules and regulations relating
to it, to determine the persons to whom awards will be granted, the type of award to be granted, the number of awards to be granted,
and the terms and provisions of stock options granted pursuant to the 2008 Plan, including the vesting thereof, subject to the provisions
of the 2008 Plan, and to make all other determinations necessary or advisable for the administration of the 2008 Plan.

 The
2008 Plan provides that the purchase price of each share of common stock subject to an incentive stock option may not be less than 100%
of the fair market value (as such term is defined in the 2008 Plan) of a share of our common stock on the date of grant (or not less
than 110% of the fair market value in the case of a grantee holding more than 10% of our outstanding common stock). The aggregate fair
market value (determined at the time the option is granted) of the common stock with respect to which incentive stock options are exercisable
for the first time by the employee during any calendar year (under all such plans of the grantee's employer corporation and its
parent and subsidiary corporation) shall not exceed $100,000. No incentive stock option shall be exercisable later than the tenth anniversary
of its grant; provided, however, that an incentive stock option granted to an employee holding more than 10% of our outstanding common
stock shall not be exercisable later than the fifth anniversary of its grant.

 The
Committee shall determine the purchase price of each share of common stock subject to a non-qualified stock option. Such purchase price,
however, shall not be less than 100% of the fair market value of the common stock on the date of grant. No non-qualified stock option
shall be exercisable later than the tenth anniversary of its grant.

 The
plan also permits the grant of stock appreciation rights in connection with the grant of an incentive stock option or a non-qualified
stock option, or unexercised portion thereof held by the grantee. The grant price of a stock appreciation right shall be at least at
the fair market value of a share on the date of grant of the stock appreciation right, and be subject to such terms and conditions, not
inconsistent with the provisions of the 2008 Plan, as shall be determined by the Committee. Each stock appreciation right may include
limitations as to the time when such stock appreciation right becomes exercisable and when it ceases to be exercisable, which may be
more restrictive than the limitations on the exercise of the stock option to which it relates. No stock appreciation right shall be exercisable
with respect to such related stock option or portion thereof unless such stock option or portion shall itself be exercisable at that
time. A stock appreciation right shall be exercised only upon surrender of the related stock option or portion thereof in respect of
which the stock appreciation right is then being exercised. Upon the exercise of a stock appreciation right, a grantee shall be entitled
to receive an amount equal to the product of (i) the amount by which the fair market value of a share of common stock on the date of
exercise of the stock appreciation right exceeds the option price per share specified in the related incentive or non-qualified stock
option and (ii) the number of shares of common stock in respect of which the stock appreciation right shall have been exercised. Further,
a stock appreciation right shall be exercisable during the grantee's lifetime only by the grantee.

 The
2008 Plan also provides us with the ability to grant shares of common stock that are subject to certain transferability, forfeiture or
other restrictions. The recipient of restricted stock grants, the type of restriction, the number of shares of restricted stock granted
and other such provisions shall be determined by the Committee. The Board, in good faith and in its sole discretion, shall determine
the fair market value with regards to awards of restricted stock.

 The
2008 Plan also provides us with the ability to grant shares of unrestricted stock. The Committee shall determine and designate from time
to time those persons who are to be granted unrestricted stock and number of shares of common stock subject to such grant. The Board,
in good faith and in its sole discretion, shall determine the fair market value with regards to awards of unrestricted stock. The grantee
shall hold common stock issued pursuant to an unrestricted stock award free and clear of all restrictions, except as otherwise provided
in the 2008 Plan.

 Unless
otherwise determined by the Committee, awards granted under the 2008 Plan are not transferable other than by will or by the laws of descent
and distribution.

 The
2008 Plan provides that in the event of a merger or change of control, the Committee may substitute stock options, stock awards and stock
appreciation rights of the acquired company. Alternatively, the Committee may provide that the stock options, stock awards and stock
appreciation rights shall terminate following notice by the Committee.

 The
Board may, at any time, alter, amend, suspend, discontinue, or terminate the 2008 Plan; provided, however, that such action shall not
adversely affect the right of grantees to stock awards or stock options previously granted and no amendment, without the approval of
the stockholders of the Corporation, shall increase the maximum number of shares which may be awarded under the 2008 Plan in the aggregate,
materially increase the benefits accruing to grantees under the 2008 Plan, change the class of employees eligible to receive options
under the 2008 Plan, or materially modify the eligibility requirements for participation in the 2008 Plan.

 ITEM
 12.

 SECURITY
 OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 The
following table sets forth certain information as of May 24, 2024, regarding the beneficial ownership of our common stock by (i) each
stockholder known by us to be the beneficial owner of more than five percent of our common stock, (ii) by each of our executive officers
named in the Summary Compensation Table and our directors and (iii) by all of our executive officers and directors as a group. Each of
the persons named in the table has sole voting and investment power with respect to common stock beneficially owned. Unless otherwise
noted in the table, the address for each of the persons identified is 117 W 9th Street, Suite 1214, Los Angeles, CA 90015. Beneficial
ownership is calculated based upon 32,845,931 shares of common stock issued and outstanding as of May 24, 2024.

 Name and Address of Beneficial Owner (2)

 Amount and Nature of Beneficial Ownership (1)

 Percent of
 Common Stock

 Patrick E. Bertagna - CEO and Chairman of the Board

 5,367,447 shares

 15.86
 %

 Alex McKean - Chief Financial Officer

 5,572,668 shares

 16.46
 %

 Louis Rosenbaum - VP of Operations & Finance, Director

 5,020,843 shares

 14.83
 %

 Andrew Duncan - Director, Corporate Secretary and Treasurer

 4,247,307 shares

 12.55
 %

 All directors and named executive officers as a group (4 persons)

 20,208,265 shares

 59.71
 %

 Other greater than 5% ownership Shareholders
 Ryan Green (3)

 2,414,000 shares

 7.13
 %

 Tom
 Willingham (4)

 2,343,000 shares

 6.92
 %

 Digitalinc Holdings, LLC (5)

 2,059,000 shares

 6.08
 %

 (1)

 Under
 Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement,
 understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting
 of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may
 be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose
 of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares
 (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage
 ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person
 (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as
 shown in this table does not necessarily reflect the person's actual ownership or voting power with respect to the number of
 shares of common stock actually outstanding.

 (2)

 Unless otherwise noted, the principal business address of each of the following
entities or individuals is c/o MetAlert Inc., 117 West 9 th Street, Suite 1214, Los Angeles, CA 90015.

 (3)

 Mr. Green acquired the shares through the Level 2 Securities Products,
LLC acquisition. The principal address is 11129 Kenwood Road, Cincinnati, OH 45242.

 (4)

 Mr. Willingham acquired the shares through the Level 2 Securities Products,
LLC acquisition. The principal address is 7725 Annesdale Drive, Cincinnati, OH 45243.

 (5)

 Digitalinc Holdings, LLC, shares were acquired through the Level 2 Securities
Products, LLC acquisition. The number of Public Shares held by Digitalinc Holdings, LLC is reported as of December 31, 2023, does not
reflect any redemption of shares or any other transactions after December 31, 2023. Accordingly, the number of Public Shares and the percentages
set forth in the table may not reflect the Digitalinc Holdings, LLC's current beneficial ownership. Rob Adams is the Managing Partner
of the Company and the principal business address is 903 Miami Ave., Terrace Park, OH 45174.

 Changes
in Control. We are not aware of any arrangements which may result in "changes in control" as that term is defined by
the provisions of Item 403 of Regulation S-K.

 ITEM
 13.

 CERTAIN
 RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 Director
Independence. None of our directors is independent within the definition of "independence" as defined in the Nasdaq rules
governing members of boards of directors.

 Related
Party Transactions. During 2023, officers and directors accrued $77,050 of deferred back salary and $30,000 of director fees.

 Except
as described above, there have been no related party transactions, or any other transactions or relationships required to be disclosed
pursuant to Item 404 of Securities and Exchange Commission Regulation S-K.

 ITEM
 14.

 PRINCIPAL
 ACCOUNTING FEES AND SERVICES.

 The
Audit Committee has appointed M&K CPAS, PLLC as our independent registered public accounting firm on January 11, 2021. The following
table shows the fees that were paid or accrued by us for audit and other services provided by our current auditor M&K CPAS, PLLC:

 2023

 2022

 Audit Fees (1)

 $
 97,200

 $
 46,200

 Audit-Related Fees (2)

 20,000

 -

 Tax Fees (3)

 -

 -

 All Other Fees

 2,250

 -

 Total

 $
 114,950

 $
 46,200

 (1)

 Audit
 fees represent fees for professional services provided in connection with the audit of our annual financial statements and the review
 of our quarterly financial statements and those services normally provided in connection with statutory or regulatory filings or
 engagements including comfort letters, consents and other services related to SEC matters. This information is presented as of the
 latest practicable date for this annual report.

 (2)

 Audit-related
 fees represent fees for assurance and related services that are reasonably related to the performance of the audit or review of our
 financial statements and not reported above under "Audit Fees." This category primarily includes services relating to
 our Registration Statement filed with the Securities Exchange Commission during 2023.

 (3)

 M&K
 CPAS, PLLC does not provide us with tax compliance, tax advice or tax planning services. This is provided by Bessolo & Haworth,
 LLP.

 All
audit related services, tax services and other services rendered by M&K CPAS, PLLC were pre-approved by our Board of Directors or
Audit Committee. The Audit Committee has adopted a pre-approval policy that provides for the pre-approval of all services performed for
us by M&K CPAS, PLLC. The policy authorizes the Audit Committee to delegate to one or more of its members pre-approval authority
with respect to permitted services. Pursuant to this policy, the Board delegated such authority to the Chairman of the Audit Committee.

 PART
IV

 ITEM
 15.

 EXHIBITS
 AND FINANCIAL STATEMENT SCHEDULES

 EXHIBIT

 The
Company's financial statements and related notes thereto are listed and included in this Annual Report beginning on page F-1. The
following exhibits are filed with, or are incorporated by reference into, this Annual Report.

 Exhibit

 Description

 3.1

 Articles of Incorporation of the Registrant filed with the State of Nevada on April 7, 2006 (1)

 3.2

 Restated Certificate of Incorporation as filed on September 14, 2022 with the State of Nevada

 3.3

 Amended and Restated Bylaws of Metalert, Inc., as of September 20, 2022 (1) (21)

 3.4

 Certificate of Change of Metalert, Inc., filed September 12, 2022 (21)

 4.1

 Certificate of Amendment on Issuance of Preferred A shares (3)

 4.2

 Certificate of Designation on Issuance of Preferred B shares (4)

 4.3

 Certificate of Designation on Issuance of Preferred C shares (4)

 4.4

 Certificate of Designation on Issuance of Preferred D shares (22)

 4.5

 Certificate of Amendment of GTX Corp, filed September 12, 2022 (21)

 10.1

 Form of a Securities Purchase Agreement and Warrant Agreement (5)

 10.2

 2008 Equity Compensation Plan (6)

 10.3

 Employment Agreement between the Registrant and Patrick E. Bertagna dated March 14, 2008 (7)

 10.4

 Form of Securities Purchase Agreement (August 2011 Private Placement) (8)

 10.5

 Form of Warrant Agreement (August 2011 Private Placement) (8)

 10.6

 Form of Subscription Application (August 2011 Private Placement) (8)

 10.7

 Form of Note and Share Purchase Agreement (Q4 2014 and Q1 2015) (9)

 10.8

 Form of Convertible Promissory Note (Q4 2014 and Q1 2015) (9)

 10.9

 Form of Warrant Agreement (Q1 2015) (9)

 10.10

 Form of Note and Warrant Purchase Agreement (Q2 2016) (10)

 10.11

 Form of Promissory Note (Q2 2016) (10)

 10.12

 Definitive Agreement, dated June 16, 2016, between the Company and Inventergy Innovations, LLC* (11)

 10.13

 Form
 of Promissory Note Issued to Officers (12)

 10.14

 Form of Military Purchase Order with Edwards Airforce Base (13)

 10.15

 Form of Convertible Note (2018) (14)

 10.16

 Form of Promissory Note issued to RB Capital Partners, Inc. (15)

 10.17

 Asset Purchase Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp (16)

 10.18

 Patent Assignment and License-Back Agreement by and between Inpixon and GTX Corp (16)

 10.19

 Patent License Agreement by and between Inpixon and GTX Corp (16)

 10.20

 General Conveyance, Bill of Sale and Assignment by and between Inpixon and GTX Corp (16)

 10.21

 Patent License Agreement, dated June 27, 2019, by and between Inpixon and Inventergy (16)

 10.22

 Consulting Agreement, dated June 27, 2019, by and between Inpixon and GTX Corp (16)

 10.23

 Form of Promissory Note to Inpixon (16)

 10.24

 Form
 of a Series B Securities Purchase Agreement and Warrant Agreement (17)

 10.25

 Form of Regulation A Subscription Agreement (18)

 10.26

 Offering Statement on Form 1-A, filed on October 15, 2021 (18)

 10.27

 Offering Circular on Form 253(g)(2), filed on November 9, 2021 (19)

 10.28

 Offering
 Statement on Form 1-A, filed on August 7, 2023 (24)

 10.29

 Offering
 Circular on Form 253(g)(2), filed on August 16, 2023 (25)

 10.30

 Entry
 into a Material Definitive Agreement - Plan and Agreement of Merger September 8, 2023 (23)

 10.31

 Form
 of a Material Definitive Agreement - A Securities Purchase Agreement (Q3 2023) (22)

 14.1

 Code of Business Conduct and Ethics (2)

 16.1

 Letter from Weinberg & Company P.A. (20)

 21.1

 List of Subsidiaries (9)

 23.1

 Report of Independent Registered Public Accounting Firm

 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 Pursuant To Section 906 of the Sarbanes-Oxley Act of 2002

 101.INS

 101.SCH

 101.CAL

 101.DEF

 101.LAB

 101.PRE

 Cover

 (1)

 filed on the Registrant's Registration Statement on Form SB-2 as filed December 12, 2006 and incorporated herein by reference.

 (2)

 filed on the Registrant's Current Report on Form 8-K filed with the SEC on March 20, 2008 and incorporated herein by reference.

 (3)

 filed on the Registrant's Quarterly Report on Form 10-Q filed with the SEC on November 19, 2018 and incorporated herein by
 reference.

 (4)

 filed on the Registrant's Quarterly Report on Form 10-Q filed with the SEC on August 14, 2020 and incorporated herein by reference.

 (5)

 filed on the Registrant's Annual Report on Form 10-K filed with the SEC on March 30, 2020 and incorporated herein by reference.

 (6)

 filed on May 23, 2008 as an exhibit to our Registration Statement on Form S-8 (File No. 333-151114) and incorporated herein by reference.

 (7)

 filed on the Registrant's Current Report on Form 8-K filed with the SEC on March 20, 2008 and incorporated herein by reference.

 (8)

 filed on October 3, 2011 as part of the Registrant's Registration Statement on Form S-1 (File No. 333-177146) and incorporated
 herein by reference.

 (9)

 filed on the Registrant's Annual Report on Form 10-K filed with the SEC on April 15, 2015 and incorporated herein by reference.

 (10)

 filed on the Registrant's Quarterly Report on Form 10-Q filed with the SEC on August 15, 2016 and incorporated herein by reference.

 (11)

 filed on the Registrant's Quarterly Report on Form 10-Q filed with the SEC on November 15, 2016 and incorporated herein by
 reference.

 (12)

 filed on the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 12, 2017 and incorporated herein by reference.

 (13)

 filed on the Registrant's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2017 and incorporated herein by
 reference.

 (14)

 filed on the Registrant's Quarterly Report on Form 10-Q filed with the SEC on May 14, 2018 and incorporated herein by reference.

 (15)

 filed on the Registrant's Quarterly Report on Form 10-Q filed with the SEC on August 20, 2018 and incorporated herein by reference.

 (16)

 filed on the Registrant's Current Report on Form 8-K filed with the SEC on July 2, 2019 and incorporated herein by reference.

 (17)

 filed on the Registrant's Annual Report on Form 10-K filed with the SEC on April 17, 2023 and incorporated herein by
 reference.

 (18)

 filed on October 15, 2021 as part of the Registrant's Offering Statement on Form 1-A (File No. 024-116681) and incorporated
 herein by reference.

 (19)

 filed on November 9, 2021 as part of the Registrant's Offering Circular on Form 253(g)(2) (File No. 024-116681) and incorporated
 herein by reference.

 (20)

 filed on the Registrant's Current Report on Form 8-K filed with the SEC on January 19, 2021 and incorporated herein by reference.

 (21)

 filed on the Registrant's Current Report on Form 8-K filed with the SEC on September 22, 2022 and incorporated herein by reference.

 (22)

 Previously filed on the Registrant's Current Report on Form 8-K filed with the SEC on O ctober
10, 2023 and incorporated herein by reference.

 (23)

 Previously filed on the Registrant's Current Report on Form 8-K filed with the SEC on September 8, 2023 and
incorporated herein by reference.

 (24)

 Previously filed on A ugust 7, 2023 as part
of the Registrant's Offering Statement on Form 1-A (File No. 024-12310) and incorporated herein by reference.

 (25)

 Previously filed on A ugust 16, 2023 as
part of the Registrant's Offering Circular on Form 253(g)(2) (File No. 024-12310) and incorporated herein by reference.

 *

 Certain
 portions of the Exhibit have been omitted based upon a request for confidential treatment filed by us with the SEC. The omitted portions
 of the Exhibit have been separately filed by us with the SEC

 #

 Certain
 confidential portions of this Exhibit were omitted by means of marking such portions with brackets ("[****]") because
 the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed.

 ^

 Schedules
 and similar attachments have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant hereby undertakes to furnish
 copies of such omitted materials upon request by the SEC.

 ITEM
 16.

 FORM
 10-K SUMMARY

 Not
applicable.

 Signatures

 In
accordance with Section 13 or 15(d) of the Exchange Act, the company caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

 Inc.

 (Registrant)

 Date:

 By:

 /s/
 Patrick E. Bertagna

 Patrick
 E Bertagna

 Chief
 Executive Officer

 Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

 Name

 Title

 Date

 /s/
 Patrick E. Bertagna

 Chief
 Executive Officer and Director (Principal Executive Officer)

 /s/
 Alex McKean

 Chief
 Financial Officer (Principal Financial Officer)

 /s/
 Louis Rosenbaum

 Director,
 VP of Operations and Finance (Principal Accounting Officer)

 /s/
 Andrew Duncan

 Director,
 Treasurer, Secretary

 REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 To
the Board of Directors and

 Stockholders
of MetAlert Inc.

 Opinion
on the Financial Statements

 We
have audited the accompanying consolidated balance sheets of MetAlert Inc. (the Company) as of December 31, 2023 and 2022, and the related
consolidated statements of operations, changes in stockholders' deficit, and cash flows for each of the years in the two-year period
ended December 31, 2023, and the related notes (collectively referred to as the financial statements). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022,
and the results of its operations and its cash flows for each of the years in the two-years period ended December 31, 2023, in conformity
with accounting principles generally accepted in the United States of America.

 Going
Concern

 The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As
discussed in Note 1 to the consolidated financial statements, the Company has incurred continuing net losses from
operations and has a significant accumulated deficient, which raises substantial doubt about its ability to continue as a going concern.
Management's plans regarding those matters are also described in Note 1. The consolidated financial statements do not include
any adjustments that might result from the outcome of this uncertainty.

 Basis
for Opinion

 These
financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board
(United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities
laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits,
we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion
on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion.

 Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.

 Critical
Audit Matters

 The
critical audit matter communicated below is a matter arising from the current period audit of the financial statements that were communicated
or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial
statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of a critical audit matter
does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit
matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Recognition

 As
discussed in the financial statement's footnotes, the Company recognizes revenue upon transfer of control of promised services
and goods to customers in an amount that reflects the consideration the Company expects to receive in exchange for those products or
services. The Company offers customers the ability to acquire services with their goods. Significant judgement is exercised by the Company
in determining revenue recognition for these customers. Given these factors and due to the volume of transactions, the related audit
effort in evaluating management's judgments in determining revenue recognition for these customer agreements was extensive and
required a high degree of auditor judgement.

 /s/
 M&K CPAS, PLLC

 We
 have served as the Company's auditor since 2021.

 Houston,
 Texas

 PCAOB
 ID No. 2738

 F- 1

 CONSOLIDATED
BALANCE SHEETS

 2023

 2022

 December 31,

 2023

 2022

 ASSETS

 Current assets:

 Cash and cash equivalents

 $
 68,440

 $
 8,534

 Accounts receivable, net

 17,408

 13,959

 231,818

 70,112

 Investment in marketable securities

 Other current assets

 4,339

 8,045

 Total current assets

 322,654

 101,333

 Intangible assets, net

 261,761

 3,308

 Property and equipment, net

 25,780

 59,121

 Total assets

 $
 610,195

 $
 163,762

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable

 $
 264,671

 $
 137,315

 Accrued expenses

 327,338

 388,414

 Accrued expenses, related parties

 762,365

 497,551

 Deferred revenues

 6,505

 12,850

 Short-term debt – line of credit

 102,040

 81,651

 Short-term debt – CARE loans

 12,972

 7,903

 Convertible promissory notes, past due

 1,484,142

 843,000

 Convertible notes, related parties, net of debt discount

 1,219,313

 1,206,738

 Notes payable

 146,195

 149,120

 Notes payable – related parties

 46,500

 Total current liabilities

 4,372,041

 3,334,542

 Long-term debt - CARE loans

 137,028

 142,097

 Total liabilities

 4,509,069

 3,476,639

 Commitments and contingencies

 -

 -

 Stockholders' deficit:

 Preferred stock series A, $ 0.001 par value; 1,000,000 shares authorized; 13,846 shares issued and outstanding at December 31, 2023 and 2022, respectively

 Preferred stock series B,
 $ 0.001
 par value; 3
 and 3
 shares
 issued and outstanding at December 31, 2023 and 2022, respectively

 -

 -

 Preferred stock series C,
 $ 0.001
 par value; 1,000
 shares authorized, 6
 and 6
 issued and outstanding at December 31, 2023 and December 31, 2022, respectively

 -

 -

 Preferred stock series D, $ 0.001 par value; 100,000 shares authorized, 15,000 and 0 issued and outstanding at December 31, 2023 and December 31, 2022, respectively

 -

 Preferred stock value

 -

 -

 Common stock, $ 0.0001
 par value; 2,071,000,000
 shares authorized; 32,445,931
 and 17,177,206
 shares issued and outstanding at December 31, 2023 and 2022, respectively

 3,245

 1,718

 Additional paid-in capital

 24,844,494

 24,241,862

 Accumulated deficit

 ( 28,746,629
)

 ( 27,556,471
)

 Total stockholders' deficit

 ( 3,898,874
)

 ( 3,312,877
)

 Total liabilities and stockholders' deficit

 $
 610,195

 $
 163,762

 See
accompanying notes to consolidated financial statements.

 F- 2

 CONSOLIDATED
STATEMENTS OF OPERATIONS

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Product sales

 $
 181,022

 $
 213,306

 Subscriptions and other revenue

 67,309

 121,300

 Licensing income

 -

 -

 Total revenues

 248,331

 334,606

 Cost of products sold

 217,453

 169,400

 Cost of other revenue

 9,439

 20,358

 Cost of licensing revenue

 -

 -

 Total cost of goods sold

 226,892

 189,758

 Gross margin

 21,439

 144,848

 Operating expenses

 Wages and benefits

 426,758

 509,064

 Professional fees

 218,180

 757,371

 Sales and marketing expenses

 7,778

 22,733

 General and administrative

 245,652

 226,055

 Total operating expenses

 898,368

 1,515,223

 Income/(loss) from operations

 ( 876,929
)

 ( 1,370,375
)

 Other income (expenses)

 Loss on marketable securities

 ( 34
)

 ( 1,782
)

 Amortization of debt discount

 ( 102,938
)

 ( 62,067
)

 CARE / EDD forgiveness

 -

 102,061

 Gain on settlement of debt

 45,405

 -

 Interest expense and financing costs

 ( 255,662
)

 ( 170,924
)

 Total other income (expenses)

 ( 313,229
)

 ( 132,712
)

)

)

 Deemed dividend to Series-B preferred stockholders

 -

 -

 Deemed dividend to Series-C preferred stockholders

 -

 -

 Net loss attributable to common stockholders

 $
)

 $
)

 Weighted average number of common shares outstanding - basic and diluted

 25,499,390

 7,197,291

 Net income/(loss) per common share - basic and diluted

 $
 ( 0.05
)

 $
 ( 0.21
)

 See
accompanying notes to consolidated financial statements.

 F- 3

 CONSOLIDATED
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

 Capital

 Deficit

 Total

 Preferred Stock

 Additional

 Series A

 Series B

 Series C

 Series D

 Common Stock

 Paid-In

 Accumulated

 Capital

 Deficit

 Total

 Balance, December 31, 2021

 15,385

 $

 $
 -

 -

 -

 -

 2,123,577

 $

 $
 21,100,504

 $
 ( 24,177,926
)

 $
 ( 3,077,195
)

 Issuance of common stock for services

 -

 -

 -

 -

 -

 -

 -

 -

 2,070,965

 621,039

 -

 621,246

 Issuance of common stock for conversion of debt

 -

 -

 -

 -

 -

 -

 -

 -

 11,406,200

 1,141

 112,921

 -

 114,062

 Issuance of common stock for financings

 -

 -

 -

 -

 -

 -

 -

 -

 92,309

 179,991

 -

 180,000

 Issuance of common stock for the conversion of warrants

 -

 -

 -

 -

 -

 -

 -

 -

 153,847

 24,985

 -

 25,001

 Debt discount

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 129,522

 -

 129,522

 Returning of Preferred A to treasury

 ( 1,539
)

 ( 1
)

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2022

 13,846

 $

 $
 -

 -

 -

 -

 17,177,206

 $
 1,718

 $
 24,241,862

 $
 ( 27,556,471
)

 $
 ( 3,312,877
)

 Beginning balance

 13,846

 $

 $
 -

 -

 -

 -

 17,177,206

 $
 1,718

 $
 24,241,862

 $
 ( 27,556,471
)

 $
 ( 3,312,877
)

 Issuance of common stock for services

 -

 -

 -

 -

 -

 -

 -

 -

 745,000

 56,423

 -

 56,498

 Issuance of common stock for conversion of debt

 -

 -

 -

 -

 -

 -

 -

 -

 7,421,137

 73,469

 -

 74,211

 Issuance of preferred stock for financings

 -

 -

 -

 -

 -

 -

 15,000

 -

 -

 99,998

 -

 Issuance of common stock for acquisitions

 -

 -

 -

 -

 -

 -

 -

 -

 7,100,000

 347,190

 -

 247,900

 Fair value of warrants issues for debt

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 25,552

 -

 25,552

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

 -

)

)

 Balance, December 31, 2023

 13,846

 $

 $
 -

 -

 15,000

 32,445,931

 $
 3,245

 $
 24,844,494

 $
 ( 28,746,629
)

 $
 ( 3,898,874
)

 Ending balance

 13,846

 $

 $
 -

 -

 15,000

 32,445,931

 $
 3,245

 $
 24,844,494

 $
 ( 28,746,629
)

 $
 ( 3,898,874
)

 See
accompanying notes to consolidated financial statements.

 F- 4

 CONSOLIDATED
STATEMENTS OF CASH FLOWS

 2023

 2022

 Years Ended December 31,

 2023

 2022

 Cash flows from operating activities

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Depreciation and amortization

 51,045

 33,340

 Bad debt expense

 -

 -

 Loss / (gain) on marketable securities

 1,782

 Fair value of common stock issued for services

 56,498

 621,246

 Gain on the extinguishment of debt

 ( 16,680
)

 -

 Gain on settlement of debt and accrued interest

 ( 28,725
)

 -

 Amortization of debt discount

 102,938

 62,067

 Interest and financing costs on long-term convertible debt

 -

 116,641

 Grant from CARE loans

 -

 ( 67,870
)

 Fair value of warrants issued for debt

 25,552

 -

 Changes in operating assets and liabilities:

 Accounts receivable

 ( 3,449
)

 ( 224
)

 67,629

 28,146

 Prepaid expenses

 4,549

 47,241

 Other current and non-current assets

 ( 843
)

 ( 270
)

 Accounts payable and accrued expenses

 253,200

 29,086

 Accrued expenses - related parties

 267,510

 139,352

 Loans to/from officers

 -

 Deferred revenues

 ( 6,345
)

 ( 24,400
)

 Net cash used in operating activities

 ( 417,245
)

 ( 506,950
)

 Cash flows from investing activities

 Proceeds from the sale of marketable securities

 -

 ( 3,308
)

 PP&E purchase

 42,408

 -

 Net cash used in investing activities

 42,408

 ( 3,308
)

 Cash flows from financing activities

 Proceeds from the conversion of warrants

 -

 25,000

 Proceeds from Reg A

 -

 180,000

 Proceeds from issuance of preferred stock

 -

 Proceeds from issuance of debt

 345,500

 145,000

 Proceeds from line of credit

 46,881

 144,118

 Proceeds from officer loans

 38,500

 -

 Payments of debt

 ( 62,646
)

 ( 44,201
)

 Payments of debt - related party

 ( 5,000
)

 -

 Payments of officer loans - related party

 ( 2,000
)

 -

 Payments on line of credit

 ( 26,492
)

 ( 69,467
)

 Net cash provided by financing activities

 434,743

 380,450

 Net change in cash and cash equivalents

 59,906

 ( 129,808
)

 Cash and cash equivalents, beginning of period

 8,534

 138,342

 Cash and cash equivalents, end of period

 $
 68,440

 $
 8,534

 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

 $
 74,211

 $
 238,124

 Consolidation of debt

 137,500

 -

 Transfer of convertible related party debt

 35,000

 Issuance of preferred stock for financings

 -

 Related party accrued expenses to convertible debt related party

 -

 706,248

 See
accompanying notes to consolidated financial statements.

 F- 5

 NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

 FOR
THE YEARS ENDED DECEMBER 31, 2023 AND 2022

 1.
 ORGANIZATION AND BASIS OF PRESENTATION

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 consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the
United States. 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.

 On
September 12, 2022, the Company effected a 1-for-65 reverse stock split of its common stock. All references to shares of common stock
outstanding, average number of shares outstanding and per share amounts in these consolidated financial statements and notes to consolidated
financial statements have been restated to reflect as if the reverse stock split occurred as of the earliest period presented.

 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 incurred a net
loss of $ 1,190,158 during
the year ended December 31, 2023, has incurred losses since inception resulting in an accumulated deficit of $ 28,746,629 as
of December 31, 2023, and has a stockholders' deficit of $ 3,898,874
as of December 31, 2023. 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 of the financial statements
being 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. The financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.

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

 F- 6

 2.
 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 3 rd 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 thru 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

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.

 F- 7

 Royalty revenue from a
non-compete agreement expired in June of 2023.

 Licensing

 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. The Company has satisfied its performance obligations and
therefore recognizes licensing revenue when the sales to which the licensing relate are completed, under the terms of the specific licensing
agreement.

 During the year ended December 31, 2023, the Company
did not recognize any revenue on settlements.

 Disaggregation
of Net Sales

 The
following table shows the Company's disaggregated net sales by product type:

OF DISAGGREGATION OF NET SALES

 Product sales

 $
 181,022

 $
 213,306

 Service income

 67,309

 121,300

 Total

 $
 248,331

 $
 334,606

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

 B2B

 $
 182,839

 $
 211,237

 B2C

 65,492

 123,369

 Military

 -

 -

 IP

 -

 -

 Total

 $
 248,331

 $
 334,606

 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 $ 12,431 as of December 31, 2023, and as of December 31, 2022. The allowance fully reserves any questionable
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.

 F- 8

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 December 31, 2023 and
2022, products returned for repair or replacement have been immaterial. Accordingly, a warranty liability has not been deemed necessary.

 Use
of Estimates

 The
preparation of 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. Material estimates relate
to the assumptions made in determining reserves for uncollectible receivables, inventory reserves and returns, impairment analysis of
long-term assets and deferred tax assets, accruals for potential liabilities and assumptions made in valuing the fair market value of
equity transactions. 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 December 31, 2023 and December 31, 2022 and for the years then ended include
the accounts of MetAlert, Inc. and the following majority-owned subsidiaries.

OF MAJORITY- OWNED SUBSIDIARIES

 Subsidiary:

 Percentage Owned

 September 30, 2023

 Global Trek Xploration

 100.00
 %

 100.00
 %

 Level 2 Security Products, Inc. (see Footnote 5)

 100.00
 %

 %

 All
Intercompany transactions have been eliminated upon consolidation.

 Cash
and Cash Equivalents

 Cash
equivalents consist of highly liquid investments with insignificant rate risk and with original maturities of three months or less at
the date of purchase.

 F- 9

generally consists of raw materials and finished goods and is valued at the lower of cost (first-in, first-out) or net realizable value.
The Company evaluates its inventory for excess and obsolescence on a regular basis. In preparing the evaluation the Company looks at
the expected demand for the product, as well as changes in technology, in order to determine whether or not a reserve is necessary to
record the inventory at net realizable value. For the years ending December 31, 2023 and 2022 the Company did not recognize any charges
to expense associated with excess and obsolete inventory cost adjustments.

 Property
and Equipment

 Property
and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are calculated using the
straight-line method over the estimated three-year useful lives of the assets. When property and equipment are retired or otherwise disposed
of, the related cost and accumulated depreciation are removed from the respective accounts, and any gain or loss is included in operations.
Expenditures for maintenance and repairs are expensed as incurred.

 Management
assesses the carrying value of property and equipment whenever events or changes in circumstances indicate that the carrying value may
not be recoverable. If there is indication of impairment, management prepares an estimate of future cash flows expected to result from
the use of the asset and its eventual disposition. If these cash flows are less than the carrying amount of the asset, an impairment
loss is recognized to write down the asset to its estimated fair value.

 Research
and Development Costs

 Research
and development costs consist primarily of fees paid to consultants and outside service providers, patent fees and costs, and other expenses
relating to the acquisition, design, development and testing of the Company's products. Research and development expenditures are
expensed as incurred and totaled $ 18,859 and $ 18,961 for the years ended December 31, 2023 and 2022, respectively.

 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 December 31, 2023, the Company had four customers representing approximately 29 %, 16 %, 16 %
and 15 %
of sales and four customers representing approximately 45 %, 14 %, 11 %
and 7 %
of total accounts receivable, respectively. The Company had four customers representing approximately 28 %, 21 %, 15 %
and 95 %
of sales and three customers representing approximately 50 %, 22 %,
and 15 %
of total accounts receivable, respectively, for the year ended December 31, 2022.

 Intangible
Assets

 The
Company records identifiable intangible assets acquired from other enterprises or individuals at cost. Intangible assets consist of a
licensing agreement enabling the Company to sell its GPS-related vehicle tracking software and services which is being amortized over
the life of the licensing agreement.

 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.

 F- 10

 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:

OF ANTIDILUTIVE SECURITIES EXCLUDED FROM CALCULATION OF DILUTED EARNINGS PER SHARE

 2023

 2022

 December 31,

 2023

 2022

 Warrants

 846,152

 603,846

 Preferred B shares

 1,600,000

 24,616

 Preferred C shares

 1,000,000

 10,264

 Preferred D shares

 2,600,000

 -

 Conversion shares upon conversion of notes

 111,624,469

 110,976,351

 Total

 117,670,623

 111,615,077

 Income
Taxes

 The
Company uses the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are
recognized by applying the statutory tax rates in effect in the years in which the differences between the financial reporting and tax
filing bases of existing assets and liabilities are expected to reverse. Valuation allowances are established when necessary to reduce
deferred tax assets to the amounts expected to be realized.

 Stock-based
Compensation

 The
Company periodically issues common stock and stock options to officers, directors, and consultants for services rendered. Options vest
and expire according to terms established at the issuance date of each grant. Stock grants, which are generally time vested, are measured
at the grant date fair value and charged to operations ratably over the vesting period. Through December 31, 2018, the Company accounted
for stock-based payments to officers and directors by measuring the cost of services received in exchange for equity awards utilizing
the grant date fair value of the awards, with the cost recognized as compensation expense on the straight-line basis in the Company's
financial statements over the vesting period of the awards. The Company accounted for stock-based payments to Scientific Advisory Committee
members and consultants by determining the value of the stock compensation based upon the measurement date at either (a) the date at
which a performance commitment was reached or (b) at the date at which the necessary performance to earn the equity instruments was complete.

 In
accordance with the Company's adoption of Accounting Standards Update 2018-07, Compensation – Stock Compensation (Topic 718):
Improvements to Nonemployee Share-Based Payment Accounting, effective January 1, 2019, stock options granted to outside consultants are
now accounted for consistent with the accounting for stock-based payments to officers and directors, as described above, by measuring
the cost of services received in exchange for equity awards utilizing the grant date fair value of the awards, with the cost recognized
as compensation expense on the straight-line basis in the Company's financial statements over the vesting period of the awards.

 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

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

 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.

 F- 11

 3.
 INVESTMENTS IN MARKETABLE SECURITIES

 The
Company's investments in marketable securities is comprised of shares of stock of two (2) entities with ownership percentages of
less than 5%. The Company accounted for these investments pursuant to ASU 320, Investments – Debt and Equity Securities. As such,
these investments were recorded at their market value as of December 31, 2019, with the change in fair value being reflected in the statement
of operations. These investments consisted of the following:

 As
of December 31, 2022, the Company owned 42,500 shares of Inventergy Global, Inc. common stock with a fair value of $ 638. The Company
was able to obtain observable evidence that the investment had a market value of $ 0.015 per share, or an aggregate value of $ 638 as of
the period ended December 31, 2023. As such, the Company recorded no change in market value during the period ended December 31, 2023,
in its statement of operations.

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

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

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

 The
Company was able to obtain observable evidence that the remaining 2,000 shares had a market value of $ 11 as of December 31, 2023, as
such, the Company recorded a change in the fair value of the shares, resulting in a net loss from the investment in Inpixon shares of
$ 34 during the current period ended December 31, 2023.

 4.
 INVENTORY

 Inventories
consist of the following:

OF INVENTORY

 2023

 2022

 December 31,

 2023

 2022

 Raw materials

 $
 24,936

 $
 51,531

 Finished goods

 206,882

 18,581

 Total Inventories

 $
 231,818

 $
 70,112

 5.
 ASSET ACQUISITION

 On
September 5, 2023, the Company finalized the acquisition of Level 2 Security, LLC, a Delaware corporation ("Level 2"), pursuant
to which Level 2 will merge with and into Level 2 Security Products, Inc. a Nevada corporation wholly-owned by MetAlert, Inc.

 The Company completed the merger of Level 2, in accordance
with the terms of the Merger Agreement. Under the terms of the Merger Agreement, the Company issued an aggregate of 7,100,000 shares of
Company common stock (the "Merger Shares") to the owners of Level 2 and an aggregate of $ 200,000 in principal amount for convertible
promissory notes (the "Merger Notes"), which were delivered to the owners of Level 2.

 At the merger date, the Company received 2 commercial ready locate
and recovery devices ( GUNALERT and IF IT MOVES), approximately $ 40,000 in
cash and 3,700 units
of ready to ship product inventory of GUNALERT and IF IT MOVES, Intellectual Property of $ 276,157 (inclusive
of trademarks, tooling, molds, and development costs), digital collateral, an online Shopify store, an Amazon account, smartphone
apps, and an ongoing research and development roadmap for possible future product releases.

 The
Company concluded that the arrangement meets the definition of an asset acquisition rather than a business combination, as substantially
all of the fair value of the gross assets acquired is concentrated in a single identifiable asset, Level 2's design and production
of the recovery devices. In addition, the Company did not obtain any substantive processes, assembled workforce, or employees capable
of producing outputs in connection with the Asset Acquisition.

 The
Company determined that the cost to acquire the asset was $ 547,900 which was recorded as acquired IPR&D. The fair value of the
consideration issued consisted of the 7,100,000 shares of Common Stock valued at $ 347,900 and $ 200,000 in convertible
notes. The identifiable finite-lived assets are being amortized over their useful life, which was determined to be 5 years as of the
closing date.

 The strategic synergy from the merger
enables us to expand our target market beyond those of humans with cognitive disorders and opens the doors to entire new and much
larger markets.

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

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

 F- 12

 The
following allocation of the purchase price is as follows:

OF PURCHASE PRICE ALLOCATION

 Assets and liabilities acquired:

 Consideration given:

 Convertible notes

 200,000

 Common stock

 347,900

 547,900

 Assets and liabilities acquired:

 Cash

 42,408

 229,335

 Intangible assets:

 Patents and trademarks

 50,000

 Tooling & molds

 25,300

 Website development

 9,400

 Software development

 191,457

 Intangible assets

 191,457

 Assets and Liabilities
 acquired

 547,900

 6.
 PROPERTY AND EQUIPMENT

 Property
and equipment, net, consists of the following:

OF PROPERTY AND EQUIPMENT

 2022

 2021

 December 31,

 2022

 2021

 Software

 $
 25,890

 $
 25,890

 Website development

 91,622

 91,622

 Software development

 394,772

 394,772

 Equipment

 1,750

 1,750

 Less: accumulated depreciation

 ( 488,254
)

 ( 454,913
)

 Total property and equipment, net

 $
 25,780

 $
 59,121

 Depreciation
expense for the years ended December 31, 2023 and 2022 was $ 33,341 and $ 33,340, respectively, and is included in general and administrative
expenses.

 F- 13

 7.
 INTANGIBLE ASSETS

 Intangible
assets, net, consists of the following:

OF INTANGIBLE ASSETS

 December
 31, 2023

 December
 31, 2022

 Trademarks

 $

 3,308

 $

 3,308

 Tooling and molds

 25,300

 -

 Website development

 9,400

 -

 Software development

 191,457

 -

 Acquired patents and trademarks

 50,000

 -

 Less:
 accumulated amortization

 ( 17,704

)

 -

 Total
 intangible assets, net

 $

 261,761

 $

 3,308

 Amortization
expense for the period ended December 31, 2023, and 2022 was $ 17,704 and $ 0, respectively, and is included in general and administrative
expenses.

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

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

 8.
 NOTES & LOANS PAYABLE

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

 SUMMARY OF COMPONENTS OF OUR SHORT-TERM BORROWINGS

 December
 31, 2023

 December
 31, 2022

 (a)
 Term loan

 $
 146,195

 $
 149,120

 (b)
 Revolving line of credit

 7,000

 7,000

 (b)
 Revolving line of credit

 95,040

 74,651

 Total

 $
 248,235

 $
 230,771

 (a)
Term loan(s)

 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, 2023.

 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 principal balance outstanding on the note as of December 31, 2023, was $ 34,176,
which included $ 7,981
in interest, $ 4,500
in cash payments to principal and reductions of $ 19,305
due to sublet fees for office space and principal payments.

 (b)
Lines of Credit

 The
Company obtained a revolving line of credit agreement with an accredited investor of $ 500,000 during 2018. There were three borrowings
against the line as of December 31, 2018 for aggregate borrowings of $ 65,000 and two borrowing in 2019 for $ 65,000 for a total of $ 130,000.
During the period ended December 31, 2020, the Company repaid $ 76,000 in principal and all of its accrued interest of $ 4,204, resulting
in a balance due of $ 22,000 as of December 31, 2020. During the period ended December 31, 2021, the Company repaid $ 10,000 in principal
and all of its interest of $ 560, as incurred, resulting in a balance due of $ 7,000 as of December 31, 2021. There were no changes to
the line of credit for the period ending December 31, 2023.

 The
line bears interest of 8.5 %. The line is based upon MetAlert providing the investor with purchase orders and use of proceeds, including
production of goods schedules and loan repayment timelines. These loans/drawdowns are specifically for product, inventory and/or purchase
order financing. Upon completion of the terms of the Line of Credit, MetAlert, Inc. will issue to the investor 7,500,000 shares of MetAlert
common stock or $ 75,000 of MetAlert common stock, whichever is greater.

 The
Company also has an unsecured line of credit, guaranteed by its CEO, with its business bank, Union Bank, whereby funds can be borrowed
at a revolving adjustable rate of 2 points over prime, currently 8.25 %, with a max borrowing amount of $ 100,000. The balance at December
31, 2023 and December 31, 2022 was $ 95,040 and $ 81,651, respectively, with $ 46,881 having been borrowed and $ 26,492 paid back in the
December 31, 2023 period.

 F- 14

 9.
 CONVERTIBLE PROMISSORY NOTES – PAST DUE

 As
of December 31, 2023 and December 31, 2022, the Company had a total of $ 1,483,764 and $ 843,000, respectively, of convertible notes payable,
which consisted of the following:

OF CONVERTIBLE NOTES PAYABLE

 Convertible Notes – with fixed conversion, past due

 $
 415,500

 $
 843,000

 Convertible Notes – with fixed conversion

 732,500

 -

 Convertible Notes – with fixed conversion and OID

 74,930

 -

 Convertible Note – with variable conversion

 68,000

 -

 Notes issued in relation to acquisition – with fixed conversion

 200,000

 -

 Less: Debt discount

 ( 6,788
)

 -

 Total convertible notes, net of debt discount

 $
 1,484,142

 $
 843,000

 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.

 the twelve months ended December 31, 2022, $ 100,000 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. As of December 31, 2022, the Company had paid off a $ 10,000 note with $ 4,639 of accrued interest for cash,
 and converted $ 5,000 of a note with $ 460 in accrued interest into 546,000 shares of common stock.

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 $ 66,886 of payments having paid as of September 30, 2023. This
same lender entered into another unsecured note for $ 68,000 with a 35 % discount to market rate, if the note was note paid back by September
30, 2024.

 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.

 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.

 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.

 As
 of December 31, 2023, and December 31, 2022, $ 415,500 and $ 678,000 of these convertible notes are currently past due, with no associated
 penalties.

 10.
 CARE Loans

OF LOANS PAYABLE

 a) PPP loan – short term

 $
 -

 $
 -

 b) EIDL loan – short term

 12,972

 7,903

 b) EIDL loan – long term

 137,028

 142,097

 Total CARE loans

 $
 150,000

 $
 150,000

 F- 15

 (a)
Paycheck Protection Program Loan

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

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

 (b)
Economic Injury Disaster Loan

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

 As
of December 31, 2023, the Company calculated that 31 months of the 360 periods on the 30 -year loans should be considered short-term (months
since installment plan was supposed to begin), and as such $ 12,972 is considered short-term liabilities, has accrued interest on the
loan of $ 21,733 as of December 31, 2023, or until the Company has received more definitive correspondence related to any potential forgiveness.

 11.
 RELATED PARTY TRANSACTIONS

 Convertible
Notes Due to Related Parties

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.

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

 F- 16

 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 December 31, 2023, and 2022, the
Company owed $ 195,791 and $ 26,948, respectively, for such deferred wages and other expenses owed for other services which are included
in the accrued expenses – related parties on the accompanying balance sheet.

 Officer
Loans

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

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.

 A second officer loaned the Company $ 35,000, both at the
 10 % interest rate, with a total of $ 2,000 in principal and $ 850 in interest being paid back during this period.

 For
the period ending December 31, 2023, the outstanding balance on officer loans was $ 46,500.

 12.
 DERIVATIVE LIABILITIES

 Under
authoritative guidance used by the FASB on determining whether an instrument (or embedded feature) is indexed to an entity's own
stock, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The Company has issued certain
convertible notes which conversion prices are based on a future market price. However, since the number of shares to be issued is not
explicitly limited, the Company is unable to conclude that enough authorized and unissued shares are available to share settle the conversion
option. As a result, the conversion option is classified as a liability and bifurcated from the debt host and accounted for as a derivative
liability in accordance with ASC 815 and will be re-measured at the end of every reporting period with the change in value reported in
the statement of operations.

 At
December 31, 2020 it was determined that the Preferred A shareholders having the majority vote agreed to increase the number of authorized
shares, if needed, to settle any convertible debt, and thus the liability was determined to be $ 0.

 13.
 INCOME TAXES

 Reconciliations
of the total income tax provision tax rate to the statutory federal income tax rate of 21% for the years ended December 31, 2023 and
2022, are as follows:

 SCHEDULE OF RECONCILIATIONS OF INCOME TAX PROVISION TAX RATE

 2023

 2022

 Federal income tax benefit calculated at statutory rate

 $
 288,764

 $
 423,743

 State income tax benefit, net of federal benefit

 116,236

 87,257

 Less: Stock based compensation expense

 ( 21,000
)

 ( 226,000
)

 Effect of rate change from 34 % to 21 %

 ( 2,664,000
)

 ( 2,517,000
)

 Change in valuation allowance

 2,280,000

 2,232,000

 Net tax provision

 $
 -

 $
 -

 The
cumulative tax effect at the expected rate of 21% of significant items comprising our net deferred tax amount is as follows at December
31:

 SCHEDULE OF DEFERRED TAX ASSETS

 2023

 2022

 Deferred
 tax asset attributable to:

 Net
 operating losses carried forward

 $

 4,303,602

 $

 4,066,525

 Less:
 Valuation allowance

 ( 4,303,602

)

 ( 4,066,525

)

 Net
 deferred tax asset

 $

 -

 $

 -

 At
December 31, 2023, the Company had an unused net operating loss carryover approximating $ 20,490,931, subject to section 382 limitations,
that is available to offset future taxable income, which expires beginning in 2028.

 The
Company established a full valuation allowance. The Company continually reviews the adequacy of the valuation allowance and recognizes
a benefit from income taxes only when reassessment indicates that it is more likely than not that the benefits will be realized.

 F- 17

 14.
 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 year ended December 31, 2018, the Company authorized 1,000,000 of preferred Series A preferred shares, which shares to have voting
rights equal to two-thirds of all the issued and outstanding shares of common stock, shall be entitled to vote on all matters of the
corporation, and shall have the majority vote of the board of directors. The subject preferred stock lacks any dividend rights, does
not have liquidation preference, and is not convertible into common stock. During the year ended December 31, 2018, the Company issued
 one million shares to certain officers and board members. The Company retained a third-party valuation firm whose input was utilized
in determining the related per share valuation of the preferred shares. Based on Management's assessment and the valuation report,
the fair value of the preferred shares was determined to be $ 0.0463 per share or an aggregate of $ 46,363. During the fiscal year ended
December 31, 2022, 100,000 shares ( 1,539 with the reverse), were returned to treasury and of the 900,000 shares ( 13,846 after the reverse)
all remain outstanding as of December 31, 2023.

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

 Preferred
Stock – Series B

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

the period ended December 31, 2020, the Company issued 100 Series B preferred shares and 10,000,000 warrants to an accredited investor
for their financings for an aggregate value of $ 100,000. The Series B preferred shares and warrants shall have a fixed conversion price
per share equal to $ 0.0025 per share of common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock
combinations and other similar transactions of the Common Stock. The warrants are exercisable through March 2025. The Company considered
the accounting effects of the existence of the conversion feature of the Series B Preferred Stock, and the issuance of warrants at the
date of issuance. In accordance with the current accounting standards, the Company determined that it should account for the fair value
of the conversion feature and relative fair value of the issued warrants (up to the face amount of the Series B Preferred Stock) as a
deemed dividend of $ 100,000 and a charge to paid in capital.

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

 Preferred
Stock – Series C

the period ended December 31, 2020, the Company authorized 1,000 shares of preferred stock to be designated available for Series C preferred
shares that have a stated value of $ 1,000 each and are convertible into common shares at fixed price of $ 0.015. Holders shall be entitled
to receive, and the Company shall pay, dividends on shares of Series C Preferred Stock equal (on an as-if-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.

 F- 18

the period ended December 31, 2021, the Company issued 675 Series C preferred shares and 22,500,000 warrants to an accredited investor
for their financings for an aggregate value of $ 675,000. The Series C preferred shares and warrants shall have a fixed conversion price
equal to $ 0.004 per share of common stock, subject to adjustment for reverse and forward stock splits, stock dividends, stock combinations
and other similar transactions of the Common Stock. The warrants are exercisable through May 2024. The Company considered the accounting
effects of the existence of the conversion feature of the Series C Preferred Stock, and the issuance of warrants at the date of issuance.
In accordance with the current accounting standards, the Company determined that it should account for the fair value of the conversion
feature and relative fair value of the issued warrants (up to the face amount of the Series C Preferred Stock) as a deemed dividend of
$ 675,000 and a charge to paid in capital.

the period ended December 31, 2021, the two accredited investors converted 150 Series C preferred shares into 10,000,000 common shares
at the conversion price of $ 0.01, leaving a balance of 675 Series C as of December 31, 2022, which with the reverse leaves a balance
of 6 as of December 31, 2023.

 Preferred
Stock – Series D

the period ended December 31, 2023, the Company authorized 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 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
 share's of common stock, subject to adjustment
for reverse and forward stock splits, stock dividends, stock combinations and other similar transactions of the Common Stock. The Company
considered the accounting effects of the existence of the conversion feature of the Series D Preferred Stock at the date of issuance.
As of the period ended December 31, 2023, there is a 15,
balance in the preferred D.

 Common
Stock

 The
Company issued the following shares of common stock for the years ended December 31:

 SCHEDULE OF COMPANY ISSUED SHARES OF COMMON STOCK

 2023

 2022

 Value of Shares

 # of shares

 Value of Shares

 # of shares

 Shares issued for services rendered

 $
 56,498

 745,000

 $
 621,246

 2,070,965

 Shares issued for conversion of warrants

 -

 -

 25,001

 153,847

 Shares issued for conversion of debt

 74,211

 7,421,137

 114,062

 11,406,200

 Shares issued for services rendered

 347,900

 7,100,000

 -

 -

 Shares issued for financing

 -

 -

 180,000

 92,309

 Total shares issued

 $
 478,609

 15,266,137

 $
 940,349

 13,723,321

issued for services rendered were to various members of management, employees and consultants and are generally expensed as Stock-Based
Compensation in the accompanying consolidated statement of operations. Shares issued for conversion of debt relate to conversions of
both short and long term debt as discussed in Note 8.

the year ended December 31, 2023 the Company issued 745,000
shares of common stock with a fair value of $ 56,498
at the date of grant for services, shares issued for the conversion of debt were 7,421,137
shares of common stock with a fair value of $ 74,211
at the grant date and 7,100,000
of shares of common stock with a fair value of $ 347,900
at the grant date for shares issued related to an acquisition.

 F- 19

the year ended December 31, 2022 the Company issued 2,070,965 shares of common stock with a fair value of $ 621,246 at the date of grant
for services, shares issued for the conversion of debt were 11,406,200 shares of common stock with a fair value of $ 114,062 at the grant
date and 92,309 of shares of common stock with a fair value of $ 180,000 at the grant date for shares issued related to financings.

 On
October 16, 2018, the Company created a long-term employment retention bonus plan and issued 39,500,000 of restricted common shares to
the plan. The shares have a 3 -year vesting period and those eligible, employees, directors and advisors must have been with the Company
for at least 7 years with an additional 2 years necessary in order to participate in the plan and 3 to become fully vested. The shares
will vest with a mandatory 2-year minimum requirement for such vesting to become valid with 33.4% in year two and 66.66% at the end of
year three. If the individual leaves the Company prior to vesting the Company or its assignee retains the option to repurchase the unvested
shares at par. The shares had a fair value of $ 1,086,250 at the date of grant, which cost will be amortized over the three -year vesting
period.

 The
board is evaluating a new employee stock option plan (ESOP) and intends to select a new plan by the end of the 2023.

the years ended December 31, 2023, and 2022, the Company did not issue any shares of common stock for financing costs.

 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.

 A
summary of the Company's warrant activity and related information is provided below (the exercise price and the number of shares
of common stock issuable upon the exercise of outstanding warrants have been adjusted to reflect a 1-for-75 reverse stock split.):

OF WARRANT ACTIVITY

 Exercise
 Price $

 Number of Warrants

 Outstanding and exercisable at December 31, 2021

 0.16 – 2.60

 757,693

 Warrants exercised

 0.16

 ( 153,847
)

 Warrants granted

 -

 -

 Warrants expired

 -

 -
)

 Outstanding and exercisable at December 31, 2022

 0.16 – 2.60

 603,846

 Warrants exercised

 -

 -

 Warrants granted

 0.05 - 0.15

 400,000

 Warrants expired

 0.015

 ( 157,692
)

 Outstanding and exercisable at December 31, 2023

 0.16 – 2.60

 846,154

OF STOCK WARRANT EXERCISE PRICE RANGE

 Stock Warrants as of December 31, 2023

 Exercise Price

 Warrants Outstanding

 Remaining Life (Years)

 Warrants Exercisable

 $
 0.05

 300,000

.40

 300,000

 $
 0.15

 2.11

 $
 0.1625

 2.11

 $
 2.60

 346,154

 0.26

 346,154

the period ended December 31, 2022, no new warrants were issued and 153,847 warrants were exercised. The 603,846 outstanding and exercisable
warrants at December 31, 2022 had an intrinsic value of $ 96,615.

the period ended December 31, 2023, 400,000 new warrants were issued and 157,692 warrants expired. The 846,154 outstanding and exercisable
warrants at December 31, 2023 had an intrinsic value of $ 39,008.

 Common
Stock Options

 Under
the Company's 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
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 December 31, 2023.

 No
options were granted during 2023 and 2022.

 F- 20

 15.
 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 years ending December 31, 2023, or 2022.

 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. No such contingencies were declared or accrued during
the years ending December 31, 2023, or 2022.

 16.
 SUBSEQUENT EVENTS

 On
January 10, 2024, the Company issued 600,000 shares of Common Stock to an advisor at a fixed price of $ 0.03.

 On
January 16, 2024, an investor as part of his Securities Purchase Agreement, received Preferred Series D shares for an investment of $ 100,000.

 On
February 1, 2024, the Company issued 800,000 shares of Common Stock to an advisor at a fixed price of $ 0.34.

 On
March 12, 2024, an investor as part of his Securities Purchase Agreement, received Preferred Series D shares for an investment of $ 100,000.

 F- 21