UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark one)

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

For the quarterly period ended ~~June~~September 30, 2022

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

For the transition period from __________ to __________

Commission file number 000-53046

~~GTX Corp~~METALERT INC.

(Exact name of registrant as specified in its charter)

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

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

(Address of principal executive offices) (Zip Code)

(213) 489-3019

(Registrant’s telephone number, including area code)

GTX Corp

(Former ~~name,~~Name or former ~~address and former fiscal year,~~Address, if ~~changed since last report.)~~Changed Since Last Report)

Title of each class registered:		Trading Symbol(s)		Name of each exchange on which registered:
None		GTXO		None

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

Yes ☒ No ☐

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

Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant 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. ☐

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

Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: ~~247,107,241~~ 15,568,504common shares issued and outstanding as of ~~August 12,~~November 15, 2022.

~~GTX CORP~~METALERT INC. AND SUBSIDIARIES

For the quarter ended ~~June~~September 30, 2022

FORM 10-Q

		PAGE NO.
PART I. FINANCIAL INFORMATION

Item 1.	Condensed Financial Statements	3

	Condensed Consolidated Balance Sheets at ~~June~~September 30, 2022 (unaudited) and December 31, ~~2020 (unaudited)~~2021 (audited)	3
	Condensed Consolidated Statements of Operations for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (unaudited)	4
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (unaudited)	5
	Condensed Consolidated Statements of Cash Flows for the ~~six~~nine months ended ~~June~~September 30, 2022 and 2021 (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2122

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	28

~~Item 4.~~	~~Controls and Procedures~~	28

~~PART II. OTHER INFORMATION~~		28

~~Item 1.~~	~~Legal Proceedings~~	28

~~Item 1A.~~	~~Risk Factors~~	28

~~Item 2.~~	~~Unregistered Sales of Equity Securities and Use of Proceeds~~	29

~~Item 3.~~	~~Defaults Upon Senior Securities~~	29

Item 4.	Controls and Procedures	~~Mine Safety Disclosures~~29

PART II. OTHER INFORMATION		29

Item 5.1.	~~Other Information~~Legal Proceedings	29

Item 6.1A.	Risk Factors	~~Exhibits~~29

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	30

Item 3.	Defaults Upon Senior Securities	~~Signatures~~30

Item 4.	Mine Safety Disclosures	30

Item 5.	Other Information	31

Item 6.	Exhibits	31

	Signatures	32

PART I

ITEM 1. FINANCIAL STATEMENTS

~~GTX CORP~~METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

June 30, 2022 December 31, 2021
(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents $ 61,135 $ 138,342
Accounts receivable, net 9,143 13,735
Inventory 80,517 98,258
Investment in marketable securities 1,190 2,465
Other current assets 22,274 55,016
Total current assets 174,259 307,816

Property and equipment, net 75,791 92,461

Total assets $ 250,050 $ 400,277

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable $ 122,272 $ 182,610
Accrued expenses 345,814 327,293
Accrued expenses, related parties 862,928 839,810
Deferred revenues 19,100 37,350
Short-term debt – line of credit 32,000 21,715
Short-term debt - Care loans 5,347 74,953
Convertible promissory notes, past due 858,000 758,000
Convertible notes, related parties, net of discount 889,109 976,545
Notes payable 33,130 40,640
Total current liabilities 3,157,700 3,136,981

Long-term debt - CARE loan, net of current 144,653 142,917

Total liabilities 3,302,353 3,279,898

Commitments and contingencies -

Stockholders’ deficit:
Preferred stock series A, $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding at June 30, 2022 and December 31, 2021 100 100
Preferred stock series B, $0.001 par value; 10,000 shares authorized, 180 and 180 issued and outstanding at June 30, 2022 and December 31, 2021, respectively - -
Preferred stock series C, $0.001 par value; 1,000 shares authorized, 675 and 675 issued and outstanding at June 30, 2022 and December 31, 2021, respectively 1 1
Preferred stock value 1 1
Common stock, $0.0001 par value; 2,071,000,000 shares authorized; 247,107,241 and 224,502,479 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively 24,710 22,450
Additional paid-in capital
23,396,878
23,151,212
Accumulated deficit (26,473,992 ) (26,053,384 )
Total stockholders’ deficit (3,052,303 ) (2,879,621 )
Total liabilities and stockholders’ deficit $ 250,050 $ 400,277

~~See accompanying notes to condensed consolidated financial statements.~~SEPTEMBER 30, 2022 AND DECEMBER 31, 2021

~~GTX CORP AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS~~

~~(Unaudited)~~

	September 30, 2022			December 31, 2021
		(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	23,998		$	138,342
Accounts receivable, net		23,328			13,735
Inventory		90,997			98,258
Investment in marketable securities		1,096			2,465
Other current assets		17,827			55,016
Total current assets		157,246			307,816

Property and equipment, net		67,456			92,461
Intangible assets, net		3,308			-

Total assets	$	228,010		$	400,277

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	127,220		$	182,610
Accrued expenses		334,106			327,293
Accrued expenses, related parties		579,245			839,810
Deferred revenues		15,975			37,350
Short-term debt – line of credit		17,000			21,715
Short-term debt - Care loans		6,625			74,953
Convertible promissory notes, past due		843,000			758,000
Convertible notes, related parties, net of discount		1,104,585			976,545
Notes payable		150,875			40,640
Total current liabilities		3,178,631			3,136,981

Long-term debt - CARE loan, net of current		143,375			142,917

Total liabilities		3,322,006			3,279,898

Commitments and contingencies		-			-

Stockholders’ deficit:
Preferred stock series A, $0.001 par value; 1,000,000 shares authorized; 13,846 shares issued and outstanding at September 30, 2022 and 15,385 December 31, 2021, respectively		14			15
Preferred stock series B, $0.001 par value; 10,000 shares authorized, 3 and 3 issued and outstanding at September 30, 2022 and December 31, 2021, respectively		-			-
Preferred stock series C, $0.001 par value; 1,000 shares authorized, 11 and 11 issued and outstanding at September 30, 2022 and December 31, 2021, respectively		-			-
Preferred stock value		-			-
Common stock, $0.0001 par value; 2,071,000,000 shares authorized; 15,565,927 and 3,453,885 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		1,556			345
Additional paid-in capital		23,680,890			23,173,403
Accumulated deficit		(26,776,456	)		(26,053,384	)
Total stockholders’ deficit		(3,093,996	)		(2,879,621	)
Total liabilities and stockholders’ deficit	$	228,010		$	400,277

2022 2021 2022 2021
Three Months Ended June 30, Six Months Ended June 30,
2022 2021 2022 2021
Product sales $ 31,245 $ 112,656 $ 163,925 $ 284,989
Service income 33,157 46,948 68,992 105,135
Total revenues 64,402 159,604 232,917 390,124

Cost of products sold 35,989 29,959 123,934 142,054
Cost of other revenue 5,973 18,360 12,891 53,427
Total cost of goods sold 41,962 48,319 136,825 195,643

Gross margin 22,440 111,285 96,092 194,643

Operating expenses:
Wages and benefits 131,323 120,159 255,088 246,962
Professional fees 77,177 97,789 175,339 197,961
Sales and marketing expenses 5,058 59,803 15,599 69,738
General and administrative 27,292 41,648 88,399 89,701

Total operating expenses 240,850 319,399 534,425 604,361

Income/(loss) from operations (218,410 ) (208,114 ) (438,333 ) (409,719 )

Other income/(expenses):
Gain/(loss) on settlement of debt - - - (66,036 )
Gain/(loss) on marketable securities (180 ) (1,086 ) (1,275 ) 682
Amortization of debt discount (6,316 ) - (12,563 ) -
Grant from Care loans - - 67,870 -
Interest imputed on related party notes - (30,705 ) - (30,705 )
Interest expense and financing costs (1,317 ) (15,579 ) (36,307 ) (40,138 )

Total other income/(expenses) (7,813 ) (47,370 ) 17,725 (136,197 )

Net income/(loss) (226,223 ) (255,488 ) (420,608 ) (545,915 )

Deemed dividend to series-B preferred stockholders - - - -
Deemed dividend to series-C preferred stockholders - (250,000 ) - (675,000 )

Net income/(loss) attributable to common shareholders $ (226,223 ) $ (505,488 ) $ (420,608 ) $ (1,220,915 )

Weighted average number of common shares outstanding - basic and diluted 245,718,753 204,836,548 240,638,838 184,573,105

Net income/(loss) per common share - basic and diluted $ 0.00 $ 0.00 $ 0.00 $ 0.00

~~See accompanying notes to condensed consolidated financial statements.~~

~~GTX CORP AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~

~~Three Months Ended June 30, 2022 and June 30, 2021 (Unaudited)~~

~~For the Three Months Ended June 30, 2022 (Unaudited)~~

Series A
Preferred Series B
Preferred Series C
Preferred Common Shares Additional
Shares Shares Shares Shares Paid-In Accumulated Equity
Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit (Deficit)
Balance March 31, 2022 1,000,000 $ 100 180 $ - 675 $ 1 238,502,479 $ 23,850 $ 23,214,412 $ (26,247,769 ) $ (3,009,406 )
Issuance of common stock for services - - - - - - 3,604,762 360 32,966 - 33,326
financings - - - - - - 5,000,000 500 149,500 - 150,000
Net income (loss) - - - - - - - - - (226,223 ) (226,223 )
Balance June 30, 2022 1,000,000 $ 100 180 $ - 675 $ 1 247,107,241 $ 24,710 $ 23,396,878 $ (26,473,992 ) $ (3,052,303 )

~~For the Three Months Ended June 30, 2021 (Unaudited)~~

Series A Preferred Series B Preferred Series C Preferred Common Shares Additional
Shares Shares Shares Shares Paid-In Accumulated Equity
Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit (Deficit)
Balance March 31, 2021 1,000,000 $ 100 250 $ 1 425 $ - 185,952,481 $ 18,595 $ 22,276,107 $ (24,893,353 ) $ (2,598,550 )
Issuance of common stock for services - - - - - - 7,350,000 735 175,665 - 176,400
Loss on stock compensation - - - - - - - - 14,075 - 14,075
Issuance of common stock for conversion of debt - - - - - - 3,000,000 300 22,200 - 22,500
Issuance of preferred stock for financings - - - - 250 1 - - 249,999 - 250,000
Issuance of common stock for the conversion of preferred shares - - (46 ) - - - 18,400,000 1,840 (1,840 ) - -
Deemed dividend on fair value of warrants & conversion feature - - - - - - - - 250,000 (250,000 ) -
Imputed interest – related parties - - - - - - - - 30,705 - 30,705
Net income (loss) - - - - - - - - - (255,488 ) (255,488 )
Balance June 30, 2021 1,000,000 $ 100 204 $ 1 675 $ 1 214,702,481 $ 21,470 $ 23,016,911 $ (25,398,841 ) $ (2,360,358 )

~~GTX CORP AND SUBSIDIARIES~~

~~CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT~~

~~Six Months Ended June 30, 2022 and June 30, 2021 (Unaudited)~~

~~For the Six Months Ended June 30, 2022 (Unaudited)~~

Series A
Preferred Series B
Preferred Series C
Preferred Common Shares Additional
Shares Shares Shares Shares Paid-In Accumulated Equity
Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit (Deficit)
Balance December 31, 2021 1,000,000 $ 100 180 $ - 675 $ 1 224,502,479 $ 22,450 $ 23,151,212 $ (26,053,384 ) $ (2,879,621 )
Issuance of common stock for services - - - - - - 7,604,762 760 72,166 - 72,926
Issuance of common stock for financings - - - - - - 5,000,000 500 149,500 - 150,000
Issuance of common stock for the conversion of warrants - - - - - - 10,000,000 1,000 24,000 - 25,000
Net income (loss) - - - - - - - - - (420,608 ) (420,608 )
Balance June 30, 2022 1,000,000 $ 100 180 $ 1 675 $ - 247,107,241 $ 24,710 $ 23,396,878 $ (26,473,992 ) $ (3,052,303 )

~~For the Six Months Ended June 30, 2021 (Unaudited)~~

Series A Preferred Series B Preferred Series C Preferred Common Shares Additional
Shares Shares Shares Shares Paid-In Accumulated Equity
Issued Amount Issued Amount Issued Amount Issued Amount Capital Deficit (Deficit)
Balance December 31, 2020 1,000,000 $ 100 250 $ 1 150 $ - 138,032,482 $ 13,803 $ 21,059,925 $ (24,177,926 ) $ (3,104,097 )
Issuance of common stock for services - - - - - - 8,650,000 865 237,285 - 238,150
Loss on stock compensation - - - - - - - - 14,075 - 14,075
Issuance of common stock for conversion of debt - - - - - - 16,661,660 1,666 192,707 - 194,373
Issuance of preferred stock for financings - - - - 675 1 - - 674,999 - 675,000
Issuance of common stock for financings - - - - - - 250,000 25 3,250 - 3,275
Issuance of common stock for the conversion of warrants - - - - - - 22,708,335 2,271 (2,271 ) - -
Issuance of common stock for the conversion of preferred shares - - (46 ) - (150 ) - 28,400,004 2,840 (2,840 ) - -
Loss on shares issued for conversion of debt 131,736 131,736
Deemed dividend on fair value of warrants & conversion feature - - - - - - - - 675,000 (675,000 ) -
Imputed interest – related parties - - - - - - - - 30,705 - 30,705
Inpixon loan reduction correction - - - - - - - - 2,340 - 2,340
Net income (loss) - - - - - - - - - (545,915 ) (545,915 )
Balance June 30, 2021 1,000,000 $ 100 204 $ 1 675 $ 1 214,702,481 $ 21,470 $ 23,016,911 $ (25,398,841 ) $ (2,360,358 )

See accompanying notes to condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

~~GTX CORP~~CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited)

	2022			2021			2022			2021

	Three Months Ended September 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Product sales	$	36,352		$	112,974		$	200,277		$	397,963
Service income		31,302			38,580			100,293			143,715
Total revenues		67,653			151,554			300,570			541,678

Cost of products sold		23,333			58,001			147,267			200,055
Cost of other revenue		3,016			10,129			15,906			63,556
Total cost of goods sold		26,349			68,130			163,173			263,611

Gross margin		41,305			83,424			137,397			278,067

Operating expenses:
Wages and benefits		127,829			138,137			382,916			358,099
Professional fees		81,893			65,902			257,232			263,863
Sales and marketing expenses		3,494			5,083			19,092			74,821
General and administrative		68,269			70,001			156,670			159,702

Total operating expenses		281,485			279,123			815,911			883,484

Income/(loss) from operations		(240,180	)		(195,699	)		(678,514	)		(605,418	)

Other income/(expenses):
Gain/(loss) on settlement of debt		-			-			-			(66,036	)
Gain/(loss) on marketable securities		(94	)		(1,101	)		(1,369	)		(419	)
Amortization of debt discount		(16,526	)		-			(29,089	)		-
Grant from Care loans		-			-			67,870			-
EDD Recovery due to COVID								34,191
Interest imputed on related party notes		-			-			-			(30,705	)
Interest expense and financing costs		(45,663	)		(15,331	)		(116,161	)		(55,469	)

Total other income/(expenses)		(62,284	)		(16,432	)		(44,558	)		(152,628	)

Net income/(loss)		(302,463	)		(212,131	)		(723,072	)		(758,046	)

Deemed dividend to series-B preferred stockholders		-			-			-			-
Deemed dividend to series-C preferred stockholders		-			-			-			(675,000	)

Net income/(loss) attributable to common shareholders	$	(302,463	)	$	(212,131	)	$	(723,072	)	$	(1,433,046	)

Weighted average number of common shares outstanding - basic and diluted		5,066,220			3,306,193			4,161,828			2,974,597

Net income/(loss) per common share - basic and diluted	$	(0.06	)	$	(0.06	)	$	(0.17	)	$	(0.26	)

See accompanying notes to condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

(Unaudited)

For the Three Months Ended September 30, 2022 (Unaudited)

	Issued			Amount			Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
	Series A Preferred						Series B Preferred				Series C Preferred				Common Shares				Additional
	Shares						Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued			Amount			Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance June 30, 2022		15,385		$	15			3	$	-		11	$	-		3,801,655	$	380	$	23,419,068	$	(26,473,993	)	$	(3,052,303	)
Issuance of common stock for services		-			-			-		-		-		-		342,693		34		57,075		-			57,109
Issuance of common stock for the conversion of notes																11,406,200		1,141		112,921					114,062
Issuance of common stock for financings		-			-			-		-		-		-		15,385		2		30,491		-			30,492
Issuance of common stock for the conversion of warrants		-			-			-		-		-		-		-		-		985		-			985
Preferred A to treasury		(1,539	)		(1	)														1
Debt discount		-			-			-		-		-		-		-		-		60,349		-			60,349
Net income (loss)		-			-			-		-		-		-		-		-		-		(302,463	)		(302,463	)
Balance September 30, 2022		13,846		$	14			3	$	-		11	$	-		15,565,933	$	1,556	$	23,680,890	$	(26,776,456	)	$	(3,093,996	)

For the Three Months Ended September 30, 2021 (Unaudited)

	Series A Preferred				Series B Preferred				Series C Preferred				Common Shares				Additional
	Shares				Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued		Amount		Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance June 30, 2021		1,000,000	$	100		204	$	1		675	$	-		214,702,481	$	21,470	$	23,016,911	$	(25,398,841	)	$	(2,360,358	)
Issuance of common stock for services		-		-		-		-		-		-		200,000		20		2,940		-			2,960
Net income (loss)		-		-		-		-		-		-		-		-		-		(212,131	)		(212,131	)
Balance September 30, 2021		1,000,000	$	100		204	$	1		675	$	1		214,902,481	$	21,490	$	23,019,851	$	(25,610,972	)	$	(2,569,529	)

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND SEPTEMBER 30, 2021

(Unaudited)

For the Nine Months Ended September 30, 2022 (Unaudited)

	Series A Preferred						Series B Preferred				Series C Preferred				Common Shares				Additional
	Shares						Shares				Shares				Shares				Paid-In		Accumulated			Equity
	Issued			Amount			Issued		Amount		Issued		Amount		Issued		Amount		Capital		Deficit			(Deficit)
Balance December 31, 2021		15,385		$	15			3	$	-		11	$	-		3,453,885	$	345	$	23,175,727	$	(26,053,384	)	$	(2,879,621	)
Issuance of common stock for services		-			-			-		-		-		-		459,692		46		129,240		-			129,286
Issuance of common stock for financings		-			-			-		-		-		-		92,309		9		179,991		-			180,000
Issuance of common stock for the conversion of notes		-			-			-		-		-		-		11,406,200		1,141		112,921		-			114,062
Issuance of common stock for the conversion of warrants		-			-			-		-		-		-		153,847		15		24,985		-			25,000
Return of preferred stock to treasury		(1,539	)		(1	)		-		-		-		-		-		-		1		-			-
Debt discount																				60,349					60,349
Net income (loss)		-			-			-		-		-		-		-		-		-		(723,072	)		(723,072	)
Balance September 30, 2022		13,846		$	14			3	$	-		11	$-	-		15,565,933	$	1,556	$	23,680,890	$	(26,776,456	)	$	(3,093,996	)

For the Six Months Ended September 30, 2021 (Unaudited)

	Series A Preferred				Series B Preferred					Series C Preferred					Common Shares				Additional
	Shares				Shares					Shares					Shares				Paid-In			Accumulated			Equity
	Issued		Amount		Issued			Amount		Issued			Amount		Issued		Amount		Capital			Deficit			(Deficit)
Balance December 31, 2020		1,000,000	$	100		250		$	1		150		$	-		138,032,482	$	13,803	$	21,059,925		$	(24,177,926	)	$	(3,104,097	)
Issuance of common stock for services		-		-		-			-		-			-		8,850,000		885		240,822			-			241,110
Loss on stock compensation		-		-		-			-		-			-		-		-		14,075			-			14,075
Issuance of common stock for conversion of debt		-		-		-			-		-			-		16,661,660		1,666		192,707			-			194,373
Issuance of preferred stock for financings		-		-		-			-		675			1		-		-		674,999			-			675,000
Issuance of common stock for financings		-		-		-			-		-			-		250,000		25		3,250			-			3,275
Issuance of common stock for the conversion of warrants		-		-		-			-		-			-		22,708,335		2,271		(2,271	)		-			-
Issuance of common stock for the conversion of preferred shares		-		-		(46	)		-		(150	)		-		28,400,004		2,840		(2,840	)		-			-
Loss on shares issued for conversion of debt																				131,736						131,736
Deemed dividend on fair value of warrants & conversion feature		-		-		-			-		-			-		-		-		675,000			(675,000	)		-
Imputed interest – related parties		-		-		-			-		-			-		-		-		30,705			-			30,705
Inpixon loan reduction correction		-		-		-			-		-			-		-		-		2,340			-			2,340
Net income (loss)		-		-		-			-		-			-		-		-		-			(758,046	)		(758,046	)
Balance September 30, 2021		1,000,000	$	100		204		$	1		675		$	1		214,902,481	$	21,490	$	23,019,851		$	(25,610,972	)	$	(2,569,529	)

See accompanying notes to condensed consolidated financial statements.

METALERT INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2022 AND 2021

(Unaudited)

							2022			2021
	Six Months Ended June 30,						Nine Months Ended September 30,
	2022			2021			2022			2021
Cash flows from operating activities
Net income / (loss)	$	(420,608	)	$	(545,915	)	$	(723,072	)	$	(758,046	)
Adjustments to reconcile net income / (loss) to net cash used in operating activities:
Depreciation and amortization		16,670			1,728			25,005			7,103
Bad debt expense								-			34,675
Change in fair value of marketable securities		1,275			(682	)		1,369			419
Stock based compensation		72,926			252,225			129,286			255,185
Grant from CARE loans		(67,870	)		-			(67,870	)		-
Amortization of debt discount		12,563			-			29,089			-
Interest and financing cost on LT convertible debt								116,641			-
Issuance of common stock for financings		-			3,275			-			43,413
Loss on the settlement of debt and accrued interest		-			66,036			-			66,036
Fair value of warrants issued for services		-			2,340			-			2,340
Imputed interest on related party notes		-			30,705			-			30,705
Changes in operating assets and liabilities:
Accounts receivable		4,592			(15,083	)		(9,592	)		(41,963	)
Inventory		17,740			1,267			7,261			4,710
Other current and non-current assets		32,743			(125,388	)		37,189			(91,864	)
Accounts payable and accrued expenses		2,538			28,307			(33,563	)		(30,990	)
Accrued expenses - related parties		75,883			90,393			82,698			106,621
Deferred revenues		(18,150	)		(5,950	)		(21,275	)		(6,370	)

Net cash used in operating activities		(269,697	)		(243,364	)		(426,835	)		(378,026	)

Cash flows from investing activities
Intangible asset purchases								(3,308	)		-
PP&E purchases		-			(64,500	)		-			(64,500	)
Proceeds from the sale of marketable securities		-			1,258			-			1,258

Net cash used in investing activities		-			(63,242	)		(3,308	)		(63,242	)

Cash flows from financing activities
Proceeds from line of credit		34,180			-			69,180			-
Proceeds from issuance of preferred stock		-			675,000			-			675,000
Proceeds from the exercise of warrants		25,000			-			25,000			-
Proceeds from Reg A		150,000			-			180,000			-
Borrowings on debt		25,000			-			145,000			-
Payments on notes		(7,510	)		-			-			-
Payments on line of credit		(9,180	)		-			(59,180	)		-
Payments on debt		(25,000	)		(16,293	)		(44,201	)		(17,123	)

Net cash provided by financing activities		192,490			658,707			315,799			657,877

Net change in cash and cash equivalents		(77,207	)		352,101			(114,345	)		216,609

Cash and cash equivalents, beginning of period		138,342			76,912			138,342			76,912

Cash and cash equivalents, end of period	$	61,135		$	429,013		$	23,998		$	293,521

Supplemental disclosure of cash flow information:
Income taxes paid	$	-		$	-		$	-		$	-
Interest paid	$	-		$	531		$	-		$	623

Supplemental disclosure of noncash investing and financing activities:
Issuance of common stock for conversion of debt and interest	$	-		$	194,373		$	114,062		$	194,373
Deemed dividend	$	-		$	675,000		$	-		$	675,000
Conversion of preferred stock to common stock	$	-		$	2,841		$	-		$	2,841

See accompanying notes to condensed consolidated financial statements.

~~GTX CORP~~METALERT INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~SIX~~NINE MONTHS ENDED ~~JUNE~~SEPTEMBER 30, 2022 AND 2021

(Unaudited)

1. ORGANIZATION AND BASIS OF PRESENTATION

During the periods covered by these financial statements, MetAlert Inc. (formerly known as GTX ~~Corp~~Corp) and its subsidiaries (the “Company”, “GTX”, “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. ~~GTX~~MetAlert, Inc. owns 100% of the issued and outstanding capital stock of its two subsidiaries - Global Trek Xploration, Inc. and LOCiMOBILE, Inc.

Global Trek Xploration, Inc. focuses on the design, manufacturing and sales distribution of its hardware, software, and connectivity, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking platform, which provides real-time tracking and monitoring of people and high valued assets. 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 intellectual property (“IP”) portfolio of patents, patents pending, registered trademarks, copyrights, URLs and a library of software source code, all of which is also managed by Global Trek.

LOCiMOBILE, Inc., is the Companies digital platform which has been at the forefront of Smartphone application (“App”) development since 2008. With a suite of mobile applications that turn the iPhone, iPad, Android and other GPS enabled handsets into a tracking device which can be tracked from handset to handset or through our tracking portal or on any connected device with internet access. LOCiMOBILE has launched over 20 Apps across multi mobile device operating systems and continues to launch consumer and enterprise apps.

Basis of Presentation

The accompanying unaudited consolidated financial statements of ~~GTX~~MetAlert, Inc. have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and applicable regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position and results of operations have been included. Our operating results for the ~~six~~nine months ended ~~June~~September 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021, which are included in our Annual Report on Form 10-K.

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

On September 20, 2022, as previously disclosed, 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 the reverse stock split on a retroactive basis.

Going Concern

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a stockholders’ deficit of $~~3,052,303~~3,093,996 and negative working capital of $~~2,983,441~~3,021,385 as of ~~June~~September 30, 2022 and used cash in operations during the period then ended. The Company anticipates further losses in the development of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan until such time as revenues and related cash flows are sufficient to fund our operations.

The Company’s independent registered public accounting firm has also included explanatory language in their opinion accompanying the Company’s audited financial statements for the year ended December 31, 2021. The Company’s financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

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

2. SIGNIFICANT ACCOUNTING POLICIES

Revenue Recognition

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

The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. 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.

All of the Company’s products are offered for sale as finished goods only, and there are no performance obligations required post-shipment for customers to derive the expected value from them.

The Company does not allow for returns, except for damaged products when the damage occurred pre-fulfillment. Damaged product returns have historically been insignificant. Because of this, the stand-alone nature of our products, and our assessment of performance obligations and transaction pricing for our sales contracts, we do not currently maintain a contract asset or liability balance for obligations. We assess our contracts and the reasonableness of our conclusions on a quarterly basis.

We derive our revenues primarily from hardware sales, subscription services fees, IP licensing and professional services fees. Hardware includes our SmartSole, Military and other Stand-Alone Devices. Subscription services revenues consist of fees from customers accessing our cloud-based software solutions and subscription or license fees for our platform. Professional services and other revenues consist primarily of fees from implementation services, configuration, data services, training and managed services related to our solutions. IP licensing is related to our agreement with Inventergy whereby we have partnered in order to monetize our IP portfolio.

Product sales

At the inception of each contract, 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 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.

The majority of our professional services arrangements 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.

IP Licensing Revenue

Licensing revenue recorded by the Company relates exclusively to the Company’s License and Partnership agreement with Inventergy which provides for ongoing royalties based on monetization of IP licenses. The Company recognizes revenue for royalties 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 license(s) relate are completed. During the periods ended June 30, 2022 and June 30, 2021, the Company did not recognize any licensing revenue.

Disaggregation of Net Sales

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

SCHEDULE OF DISAGGREGATION OF NET SALES

	June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021
Product sales	$	163,925	$	284,989	$	200,277	$	397,963
Service income		68,992		105,135		100,293		143,715
IP and consulting income		-		-		-		-
Total	$	232,917	$	390,124	$	300,570	$	541,678

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

	June 30, 2022		June 30, 2021		September 30, 2022		September 30, 2021
B2B	$	205,450	$	98,184	$	195,386	$	150,180
B2C		27,467		290,823		105,184		381,321
Military		-		1,117		-		10,117
IP		-		-		-		-
Total	$	232,917	$	390,124	$	300,570	$	541,678

Allowance for Doubtful Accounts

We extend credit based on our evaluation of the customer’s financial condition. We carry our accounts receivable at net realizable value. We monitor our exposure to losses on receivables and maintain allowances for potential losses or adjustments. We determine these allowances by (1) evaluating the aging of our receivables; and (2) reviewing high-risk customers financial condition. Past due receivable balances are written off when our internal collection efforts have been unsuccessful in collecting the amount due. Our allowance for doubtful accounts was $38,920 as of ~~June~~September 30, 2022 and $40,351 as of December 31, 2021. The allowance fully reserves our accounts receivable balances over 90 days.

Shipping and Handling Costs

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

Product Warranty

The Company’s warranty policy provides repair or replacement of products (excluding GPS Shoe devices) returned for defects within ninety days of ~~purchase~~purchase.. The Company’s warranties are of an assurance-type and come standard with all Company products to cover repair or replacement should product not perform as expected. Provisions for estimated expenses related to product warranties are made at the time products are sold. These estimates are established using historical information about the nature, frequency and average cost of warranty claim settlements as well as product manufacturing and recovery from suppliers. Management actively studies trends of warranty claims and takes action to improve product quality and minimize warranty costs. The Company estimates the actual historical warranty claims coupled with an analysis of unfulfilled claims to record a liability for specific warranty purposes. As of ~~June~~September 30, 2022 and 2021, products returned for repair or replacement have been immaterial. Accordingly, a warranty liability has not been deemed necessary.

Use of Estimates

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

Fair Value Estimates

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

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

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

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

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

Concentrations

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

As of ~~June~~September 30, 2022, the Company had ~~four~~five customers representing approximately38 28%, 1423%, 1016%, 6% and 96% of sales, respectively ~~(of the~~ (3834% in receivables ~~represents, this~~ represents sales made through our online ~~store~~stores and consists of approximately 2,000 different customers), and ~~four~~five customers representing approximately 2325%, 718%, 718, 12%% and 68% of total accounts receivable, respectively (excluding related party payables).

~~As of June~~For the nine months ended September 30, 2021, the Company had three customers representing approximately 8076%, 78% and 24% of sales, respectively, and three customers representing approximately 2231%, 1913% and 98% of total accounts receivable, respectively (of the 8076% of sales, this represents all sales made through our online store and consists of approximately 2,000+ different customers).

Stock-based Compensation

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

Marketable Securities

The Company’s securities investments that are acquired and held principally for the purpose of selling them in the near term are classified as trading securities. Trading securities are recorded at fair value based on quoted market price (level 1) on the balance sheet in current assets, with the change in fair value during the period included in earnings. As of ~~June~~September 30, 2022 and December 31, 2021 the fair value of our investment in marketable securities was $~~1,190~~1,096 and $2,465.

Derivative Liabilities

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

At ~~June~~September 30, 2022 and December 31, 2021, the balance of the derivative liabilities was $0. It was determined at December 31, 2020 that the Preferred A shareholders having the majority vote, can agree to increase the number of authorized shares, if needed, to settle any convertible debt, and thus the liability is $0.

Net Loss Per Common Share

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

SCHEDULE OF ANTIDILUTIVE SECURITIES EXCLUDED FROM CALCULATION OF DILUTED EARNINGS PER SHARE

2022 2021
June 30,
2022 2021
Warrants 39,250,001 49,250,001
Preferred B shares 72,000,000 13,600,000
Preferred C shares 25,208,333 270,000,000
Conversion shares upon conversion of notes 32,783,333 32,783,333
Total 169,241,667 365,633,334

	2022		2021
	September 30,
	2022		2021
Warrants		603,846		757,703
Preferred B shares		24,616		266,667
Preferred C shares		10,264		2,750,000
Conversion shares upon conversion of notes		174,250,425		117,414,615
Total		174,889,151		121,188,985

Segments

The Company operates in 1one 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.

3. INVESTMENT 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~~operations.. These investments consisted of the following:

As of December 31, 2020, the Company owned 42,500 shares of Inventergy Global, Inc. common stock with a fair value of $1,275. The Company was able to obtain observable evidence that the investment had a market value of $0.02 per share, or an aggregate value of $850 as of the period ended ~~June~~September 30, 2022. As such, the Company recorded no change in market value during the ~~six~~nine months ended June 30, 2022, 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 8,500of its Inpixon shares for total proceeds of $146,201 and recognized a gain from the sale of these shares of $102,420.

During 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.

During the ~~six~~nine months ended ~~June~~September 30, 2022, the Company sold 834shares of its Inpixon shares for total proceeds of $1,334 and recognized a gain from the sale of these shares of $1,258.

The Company was able to obtain observable evidence that the remaining 2,000 shares (now adjusted for a 75-1 split to 27 shares) had a market value of $~~340~~9.225 per share, or an aggregate value of $246 as of ~~June~~September 30, 2022, 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 $~~1,700~~1,794 during the current period ended ~~June~~September 30, 2022.

4. INVENTORY

Inventories consist of the following:

SCHEDULE OF INVENTORY

	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
Raw materials	$	38,820	$	71,936	$	32,162	$	71,936
Finished goods		41,697		25,322		58,835		25,322
Total Inventories	$	80,517	$	98,258	$	90,997	$	98,258

5. PROPERTY AND EQUIPMENT

Property and equipment, net, consists of the following:

SCHEDULE OF PROPERTY AND EQUIPMENT

	June 30, 2022			December 31, 2021			September 30, 2022			December 31, 2021
Software	$	25,890		$	25,890		$	25,890		$	25,890
Website development		91,622			91,622			91,622			91,622
Software development		394,772			394,772			394,772			394,772
Equipment		1,750			1,750			1,750			1,750
Less: accumulated depreciation		(438,243	)		(421,573	)		(446,578	)		(421,573	)
Total property and equipment, net	$	75,791		$	92,461		$	67,456		$	92,461

Depreciation expense for the period ended ~~June~~September 30, 2022 and 2021 was $~~16,670~~25,005 and $~~1,728~~7,103, respectively, and is included in general and administrative expenses.

6. INTANGIBLE ASSETS

Intangible assets, net, consists of the following:

SCHEDULE OF INTANGIBLE ASSETS


	September 30, 2022		December 31, 2021
Trademarks	$	3,308	$	-
Less: accumulated amortization		-		-
Total intangible assets, net	$	3,308	$	-

Amortization expense for the period ended September 30, 2022 and 2021 was $0 and $0, respectively, and is included in general and administrative expenses.

6.7. NOTES & LOANS PAYABLE

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

SUMMARY OF COMPONENTS OF OUR SHORT-TERM BORROWINGS

	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
(a) Term loan	$	33,130	$	40,640	$	150,875	$	40,640
(b) Revolving line of credit		7,000		7,000		7,000		7,000
(b) Revolving line of credit		25,000		-		10,000		-
(c) CARE loans		10,417		74,953
Total	$	75,547	$	122,593	$	167,875	$	47,640

(a) Term loans

In 2022, the Company entered into an unsecured short-term loan agreement with a third party for an aggregate principal balance of $25,000 at an interest rate of 3% per annum, with the interest adjusted to 10% in the case of a default. The term loan becomes due on May 30, 2022. The loan was paid in full on April 14, 2022.

In September of 2019, the Company entered into an unsecured term loan agreement with a third party for an aggregate principal balance of $50,000 at an interest rate of 5% per annum in relation to an Asset Purchase Agreement. The term loan became due on December 31, 2020, and is currently past due. The principal balance outstanding on the note as of December 31, 2021 was $40,640, which included $4,806 in interest and reductions of $9,360 due to sublet fees for office space. As of ~~June~~September 30, 2022 the principal balance outstanding on the note was $~~33,130~~150,875, which included $~~4,000~~120,000 in borrowings, $4,500 in principal and interest reductions, and ~~reductions of~~ $~~12,870~~5,325 in reductions due to sublet fees for office space.

(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 ~~June~~September 30, 2022.

The line bears interest of 8.5%. The line is based upon GTX 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, GTX Corp. will issue to the investor 7,500,000 shares of GTX common stock or $75,000 of GTX common stock, whichever is ~~greater~~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 5.25%, with a max borrowing amount of $100,000. The balance at December 31, 2021 and ~~June~~September 30, 2022 was $0 and $~~25,000~~10,000, with $~~25,000~~59,180 having been borrowed and $059,180 paid back in the ~~June~~September 30, 2022 period.

~~(c) CARE Loans~~

~~As of December 31, 2021, the Company has assumed, due to lack of correspondence, until otherwise received, that twelve months of its EIDL loan (see Note 8(b)), or $7,083~~ ~~of the $150,000~~30~~-year loan and the entire PPP loan (see Note 8(a)) for $67,870, should be considered short-term, or due in less than a year. As of June 30, 2022, the PPP loan was forgiven, and the balance in the short-term on the EIDL loan is considered to be 25 months or $10,417~~.

7.8. CONVERTIBLE PROMISSORY NOTES – PAST DUE

As of ~~June~~September 30, 2022 and December 31, 2021, the Company had a total of $~~858,000~~848,000 and $758,000, respectively, of outstanding convertible notes payable, which consisted of the following:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	June 30, 2022		December 31, 2021		June 30, 2022		December 31, 2021
Convertible Notes – with fixed conversion	$	858,000	$	758,000	$	843,000	$	758,000
Less: Debt discount		-		-		-		-
Total convertible notes, net of debt discount	$	858,000	$	758,000	$	843,000	$	758,000

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.

At December 31, 2020, balance of the convertible notes was $713,750. During the twelve months ended December 21, 2021, we issued 1,616,667shares of common stock to convert $24,250 of principal of these outstanding convertible notes. The Company also paid down $8,750of the principal balance of the convertible notes and the Company’s executives transferred $70,000of their outstanding employee notes for cash to third parties, which lowered the related party notes and increased the convertible promissory notes by $70,000.

During the ~~six~~nine months ended ~~June~~September 30, 2022, an additional ~~$100,000~~$100,000 of the Company’s executive notes were transferred to third parties for cash. The transferred notes had no change in terms thus 0noresulting 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 $0.01per share. As of September 30, 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.

As of December 31, 2021, and ~~June~~September 30, 2022 $~~688,000~~ 678,000of these convertible notes are currently past due, with no associated penalties.

8.9. CARE Loans

SCHEDULE OF LOANS PAYABLE

	June 30, 2022		December 31, 2021		September 30, 2022		December 31, 2021
a) PPP loan – short term	$	-	$	67,870	$	-	$	67,870
b) EIDL loan – short term		10,417		7,083		6,625		7,083
b) EIDL loan – long term		139,583		142,917		143,375		142,917
Total CARE loans	$	150,000	$	217,870	$	150,000	$	217,870

(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, GTX 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 GTX. 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 GTX, or filing suit and obtaining judgment against GTX. 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 GTX to apply for forgiveness of its PPP loan. No assurance can be given that GTX 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.

During the period ended ~~June~~September 30, 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 ~~June~~September 30, 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, were supposed to start on June 10, 2021, but as of December 31, 2021 there has been no formal indication on whether this loan will be forgiven and no specific instructions have been received to-date from the SBA on how to proceed. 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 ~~June~~September 30, 2022, the Company calculated that 1316 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 $~~5,347~~6,625 is considered short-term liabilities, has accrued interest on the loan of $~~12,188~~13,750 as of ~~June~~September 30, 2022, or until the Company has received more definitive correspondence related to any potential forgiveness.

9.10. RELATED PARTY TRANSACTIONS

Convertible Notes Due to Related Parties

During the period ended December 31, 2021, the Company relieved the outstanding payables due to related parties by $200,000 and converted those amounts into additional notes with an aggregate amount of $200,000. 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 $38,000 related to the intrinsic value of beneficial conversion feature. Additionally, the Company’s executives transferred $~~170,000~~70,000 of their outstanding employee notes for cash to third parties, which lowered the related party notes and increased the convertible note balance by $~~170,000~~70,000. The transferred notes had no change in terms, thus resulting in 0no gain or loss on the extinguishment related to the transfer of debt, making the outstanding balance on the related party notes on December 31, 2021 as $1,014,546, net of debt discounts. ~~As of June 30, 2022, the outstanding balance on the convertible promissory notes was $914,546, net of debt discounts.~~

During 2020, management elected to reduce the 10% annual interest rate to 3% because of the affects COVID-19 had on the U.S. economy. As such, on December 31, 2020 interest of $249,102 is deferred on the above notes and included in accrued expenses to related parties. The other 7% was considered imputed interest and is included as a separate line item on the equity statement accordingly.

On July 1, 2021, the annual interest on the notes was re-established to 10%, and as such, on December 31, 2021 the interest of $306,852, and on ~~June~~September 30, 2022 the interest on the notes was $~~353,301~~382,889.

During the period ended September 30, 2022, the Company relieved the outstanding payables due to related parties by $367,901 and converted those amounts into additional notes with an aggregate amount of $367,901 with the same terms as those described above. The Company recognized a debt discount at the date of issuance in the aggregate amount of $168,951 related to the intrinsic value of beneficial conversion feature. Additionally, the Company’s executives transferred $100,000 of their outstanding employee notes for cash to third parties, 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.

On September 20, 2022, $108,602 of employee notes were converted into 10,860,200 of common stock.

As of September 30, 2022, the outstanding balance on the convertible promissory notes was $1,104,585, net of debt discounts.

Accrued wages and costs - In order to preserve cash for other working capital needs, various officers, members of management, employees and directors agreed to defer portions of their wages and sometimes various out-of-pocket expenses since 2011. As of ~~June~~September 30, 2022, and December 31, 2021, the Company owed $~~449,773~~127,419 and $391,743, 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.

~~10.~~11. 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.

~~11.~~12. EQUITY

The Company has 10,000,000 shares of preferred stock authorized, giving the Board of Directors of this corporation the authorization to (A) determine the number of series into which shares of Preferred Stock may be divided, (B) to determine the designations, powers, preferences, voting and other rights, and the qualifications, limitations and restrictions granted to or imposed upon the Preferred Stock or any series thereof or any holders thereof, (C) to determine and alter the designations, powers, preferences and rights, and the qualifications, limitations and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock or the holders thereof, (D) to fix the number of shares of that series, and (E) to increase or decrease, within the limits stated in any resolutions of the Board of Directors originally fixing the number of the shares constituting any series (but not below the number of such shares then outstanding), the number the shares of any such series subsequent to the issuance of shares of that series.

On September 20, 2022, the Company effected 1-for-65 reverse stock split of its preferred shares. All share amounts and per share amounts have been retroactively restated to reflect the split as if it had occurred as of the earliest period presented.

From this pool the following preferred shares have been classified as:

Preferred Stock – Series A

During the year ended December 31, 2018, the Company authorized ~~1,000,000~~15,385 of Series A preferred shares, the Series A Preferred Stock shall, collectively, at all times have super-majority voting power equal to two-thirds (2/3rds) of the votes available to be cast on any matter subject to a shareholder vote. 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 1one million Series A preferred shares to certain officers and board members.

Effective January 31, 2020, Chris Walsh resigned from the Board of Directors and returned his 1,539Preferred A shares to Treasury, resulting in ~~900,000~~13,846 Preferred shares being outstanding currently.

At December 31, 2020 is 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

During 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 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~~3 Series Preferred B shares and 30,000,000 warrants to an accredited investor for their financings for an aggregate value of $150,000.

During the period ended December 31, 2020, the Company issued ~~100~~2 Series B preferred shares and 20,000,000 warrants to an accredited investor for their financings for an aggregate value of $50,000. The Series B preferred shares and warrants shall have a fixed conversion price equal to $0.0025 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 at a price of $0.0025 per share 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 $50,000 and a charge to paid in capital.

During the period ended December 31, 2021, the two accredited investors converted 702 Series B preferred shares into 28,000,000 common shares at the conversion price of $0.0025.

Preferred Stock – Series C

During 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. During the year ended December 31, 2019, the Company had no Preferred C shares.

During the period ended December 31, 2020, the Company issued ~~150~~3 Series C preferred shares and 10,000,000 warrants to two accredited investors for their financings for an aggregate value of $150,000.

During the period ended December 31, 2021, the Company issued ~~675~~11 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~~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.

During the period ended December 31, 2021, the two accredited investors converted ~~150~~3 Series C preferred shares into 10,000,000 common shares at the conversion price of $0.015.

Common Stock

On September 20, 2022, the Company effected 1-for-65 reverse stock split of its common shares. All share amounts and per share amounts have been retroactively restated to reflect the split as if it had occurred as of the earliest period presented.

During the period ending ~~June~~September 30, 2022, the Company issued ~~7,604,762~~459,692 shares of its common stock to various firms for services rendered, with a fair value of $~~72,926~~129,286 based on the quoted market price of the shares at time of issuance.

During the period ended ~~June~~September 30, 2022, the Company issued ~~10,000,000~~153,847 shares of common stock with a fair value of $25,000 at the date grant for the cash conversion of 10,000,000 warrants.

On October 15, 2021, the Company initiated a financing for gross proceeds of up to $2,000,250 through the issuance of 66,675,000 units at $.03 per unit, utilizing a Regulation A Offering Memorandum under the US Securities Act of 1933. The financing became effective on October 27, 2021. Each unit consists of one share of the Company’s common stock for a period beginning one year after the offering statement was qualified by the Securities and Exchange Commission. For the period ended ~~June~~September 30, 2022, gross proceeds of $~~150,000~~180,000 were received and ~~5,000,000~~92,309 common shares have been issued related to this offering. The Company spent $50,000 in total for legal and accounting fees to file and make the Regulation A effective.

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~~1-for-65 reverse stock ~~split.)~~split):

SCHEDULE OF WARRANT ACTIVITY

	Exercise Price $		Number of Warrants			Exercise Price $		Number of Warrants
Outstanding and exercisable at December 31, 2021		0.0025 – 0.04		49,250,000			0.16 – 2.60		757,692
Warrants exercised		0.0025		(10,000,000	)		0.16		(153,846	)
Warrants granted		-		-			-		-
Warrants expired		-		-			-		-
Outstanding and exercisable at June 30, 2022		0.0025 - 0.04		39,250,000
Outstanding and exercisable at September 30, 2022							0.16 – 2.60		603,846

SCHEDULE OF STOCK WARRANT EXERCISE PRICE RANGE

Stock Warrants as of June 30, 2022
Stock Warrants as of September 30, 2022								Stock Warrants as of September 30, 2022
Exercise	Exercise	Warrants		Remaining		Warrants		Exercise	Warrants		Remaining		Warrants
Price	Price	Outstanding		Life (Years)		Exercisable		Price	Outstanding		Life (Years)		Exercisable
$	0.0025		6,500,000		2.64		6,500,000	0.16		100,000		2.38		100,000
$	0.015		10,250,000		1.59		10,250,000	0.98		157,692		1.09		157,692
$	0.04		22,500,000		2.28		22,500,000	2.60		346,154		1.51		346,154

During the period ended ~~June~~September 30, 2022, the Company issued 10,000,000 shares of common stock with a fair value of $25,000 at the date grant for the cash conversion of 10,000,000 warrants with a strike price of $0.0025 or (153,846 warrants at $0.016 accounting for the reverse stock split).

The outstanding and exercisable warrants at ~~June~~September 30, 2022 had an intrinsic value of approximately $~~321,850~~223,423.

Common Stock Options

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

The 2008 Plan provides for the issuance of a maximum of 7,000,000 shares, of which, after adjusting for estimated pre-vesting forfeitures and expired options, approximately 2,235,000 were available for issuance as of ~~June~~September 30, 2022.

~~NaN~~

No options were granted during the period ending ~~June~~September 30, 2022.

~~12.~~13. 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. ~~NaN~~No such bonuses were declared or accrued during the periods ending ~~June~~September 30, 2022 or 2021.

Contingencies

From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events. As of ~~June~~September 30, 2022, there was no pending or threatened litigation against the Company.

Covid-19

The Company is subject to risks and uncertainties as a result of the COVID-19 pandemic. The extent of the impact of the COVID-19 pandemic on the Company’s business is highly uncertain and difficult to predict, as the responses that the Company, other businesses and governments are taking continue to evolve. Furthermore, capital markets and economies worldwide have also been negatively impacted by the COVID-19 pandemic, and it is possible that it could cause a local and/or global economic recession. Policymakers around the globe have responded with fiscal policy actions to support the healthcare industry and economy as a whole. The magnitude and overall effectiveness of these actions remain uncertain.

Due to COVID-19, we ~~have~~ experienced some changes in our business, that have been both positive and negative. Specifically, the Company’s IP licensing business has been negatively impacted by the global financial slowdown and many courts, judges and law firms are not working at full capacity, which ~~is creating~~created delays in finalizing licensing agreements or litigation. We have also experienced a small percentage of subscriptions being either cancelled or requested to be put on pause, due to financial hardships. On the positive side we saw an increase in product sales specifically with medical supplies and equipment. Overall, our revenues have not been materially impacted as a whole, however there have been some shifts with certain revenue streams doing better post COVID and others doing worse.

The severity of the impact of the COVID-19 pandemic on the Company’s business will depend on a number of factors, including, but not limited to, the duration and severity of the pandemic and the extent and severity of the impact on the Company’s customers, service providers and suppliers, all of which are uncertain and cannot be predicted. As of the date of issuance of Company’s financial statements, the extent to which the COVID-19 pandemic may in the future materially impact the Company’s financial condition, liquidity or results of operations is uncertain.

~~13.~~14. SUBSEQUENT EVENTS

~~None.~~On October 28, 2022 we issued 34,000 shares to a consultant for services valued at $6,290.

2021

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

FORWARD-LOOKING STATEMENTS

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

Introduction

Unless otherwise noted, the terms ~~“GTX Corp”~~“MetAlert”, the “Company”, “we”, “us”, and “our” refer to the ongoing business operations of MetAlert Inc. (formerly known as GTX ~~Corp~~ Corp) and our wholly-owned subsidiaries, Global Trek Xploration, and LOCiMOBILE, Inc.

Organization and Presentation

During the periods covered by the accompanying financial statements, ~~GTX Corp~~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. ~~GTX~~MetAlert owns 100% of the issued and outstanding capital stock of its two subsidiaries - Global Trek Xploration, Inc. and LOCiMOBILE, Inc.

Global Trek Xploration is a California corporation which engages in the business of design, development, manufacturing, and sales of health and safety wearable technology solutions. Utilizing Global Positioning Satellite (“GPS”), Cellular, Radio Frequency (“RF”), Near Field Communications (“NFC”), WiFi, and Bluetooth low energy (“BLE”) as core technologies for monitoring and tracking assets. GTX is vertically integrated and provides hardware, software, and connectivity, delivering a complete end to end location-based platform that enables subscribers to track in real time the whereabouts of people, pets, 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.

Many of our core products and services are supported by an intellectual property portfolio of patents, patents pending, registered trademarks, copyrights, URLs and a library of software source code, all of which is also managed by Global Trek.

LOCiMOBILE, Inc., is the Company’s digital platform which has been at the forefront of Smartphone application (“App”) development since 2008. With a suite of mobile applications that turn the iPhone, iPad, Android and other GPS enabled handsets into a tracking device which can be tracked from handset to handset or through our tracking portal or on any connected device with internet access. LOCiMOBILE has launched over 20 Apps across multi mobile device operating systems and continues to launch consumer and enterprise apps.

~~Operations~~

Operations

The Company designs, develops, manufactures, sells, and distributes health and safety products and services, and other related medical supplies and equipment, through a global business to business (“B2B”) network of resellers, affiliates, distributors, nonprofit organizations, local, state, and federal government agencies, police departments, manufacturers reps and retailers, and direct business to consumer (“B2C”). 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 medical protective equipment, all of our consumer and enterprise tracking products funnel into the ~~GTX Corp~~MetAlert’s IoT monitoring platform which supports end user customers in over 35 countries. The Company is also in the business of licensing intellectual property and monetizing its patent portfolio.

Overview

During the ~~second~~third quarter of 2022, we ~~focused on ramping up production for our GPS SmartSoles, getting~~undertook evolutionary steps to transform and rebrand the company. We initiated multiple corporate actions, including a name change from GTX Corp to MetAlert Inc., ticker symbol change from GTXO to MLRT, CUSIP number change and we effectuated a reverse stock split. We started the process in June of 2022 and successfully finalized all of our ~~international distributors back online~~corporate actions on October 19, 2022.

Senior management and ~~fulfilling~~the board of directors strongly believed these initiatives were in the long-term best interest of the company and its shareholders for several reasons. Our previous name no longer reflected and symbolized our mission and purpose and even though we are and have been fully reporting S.E.C. Company for over 14 years, being a penny stock on the OTC Pink Open Market was not providing us with all the benefits of being a public company. We did not have significant market liquidity because of the trading volatility often associated with low-priced stocks, many brokerage houses and institutional investors have internal policies and practices that either prohibit them from investing in low-priced (sub-penny) stocks or tend to discourage individual brokers from recommending low-priced stocks to their ~~backorders, finishing~~clients. The Board believes that the resulting price per share after the reverse stock split will help enable the Company to meet the initial listing requirements of a higher broker-dealer network or exchange listing and such an occurrence will attract more potential investors resulting in a more liquid public market. Optically, MetAlert trading with a much higher share on a more senior exchange or broker-dealer market, is more advantageous than GTX Corp trading on the OTC Pink Open Market hovering under 2 cents.

During these past 4 months we had several regulatory bodies such as the SEC, FINRA, the State of Nevada, lawyers and auditors review the company thoroughly and we believe having successfully completed all our initiatives well positions the Company to achieve its aspirations to list to NASDAQ.

The transformation and rebranding will help facilitate some of our next business initiatives, such as applying for Medicare reimbursement, looking into various complimentary acquisitions, the integration of other wearable medical devices into our SmartSole platform, building our network of partners and adding new ~~NFC~~distribution channels.

As part of the rebranding, the Company will be expanding its product line and will no longer merely sell tracking solutions, but rather more comprehensive remote patient monitoring solutions. Management believes this will enable us to grow both vertically and horizontally. Vertically because we will be offering more than just tracking locations, we will be including fall detection, biometrics, analytics, telehealth, and a host of other related medical services. We plan to also grow horizontally and expand our target audience beyond seniors with Alzheimer’s or dementia, or children with autism. We are now looking at a much broader range of individuals that may have cognitive decline and other ailments and need other remote patient monitoring services. The combination of these factors should help broaden our revenue base in the coming years, by adding those additional services to our monthly recurring service fees, which now range between $5.00 to $100 per month per device.

The above-mentioned endeavors required significant time and effort, that combined with a component recall from one of our suppliers, impacted our ability to generate meaningful revenues in the third quarter. The component recall made it such that we could not manufacture any new inventory of our GPS SmartSoles. As we had very little inventory left from the second quarter, we were only able to ship smaller than anticipated quantities of SmartSoles to our customers in Q3. However, we received the new component, and the factory is in the process of replacing the old component with the new.

This situation has created a significant backlog of orders, which we expect to ~~launch in Q3 2022, continued~~fulfil over the coming months. We have raw component inventory to ~~support the Endstate NFC/NFT rollout, and attended the LD Micro conference to meet with investors and discuss our REG A,~~make several thousand units, which is ~~priced above market at $.03.~~still below what we need in total to fulfil backorders but as the supply chain issues improve, we expect to be able to order additional components with shorter lead times starting early next year.

~~Revenues were not as anticipated for~~As we discussed in our last Form 10-Q, our NFC/NFT business has been increasing and we saw a 342% increase over the second quarter ~~2022, mostly due~~and expect this business unit to continue to grow. It is a ~~significant spike in COVID cases, ongoing~~part of our business we are looking to expand as it is not so much reliant on supply chain ~~disruptions, looming worries about~~issues and component sourcing. We believe by adding three or four more customers like endstate, and this could become a strong source of revenue for us.

On the ~~overall health~~strategic side, we have:

	●	Added several new partners, including RoomMate and POD Group;
	●	Started testing with new distributors in Europe;
	●	Hired a new salesperson that will be solely working certain vertical markets and channels for both SmartSoles and the RoomMate products;
	●	Began testing preproduction devices from our partnership with GBT and;
	●	Hired several new marketing firms to help tell our story to the business and investment community at large about our transformation into MetAlert.

For the remainder of the economy, and general market volatilities, hence we did not meet our revenue expectations and revenues were down by 40% compared to the comparable previous quarter. Under these challenging circumstances, we did however see continued demand for our SmartSoles, with orders to fulfill throughout the rest of the year. More domestic product sales will subsequently increase our higher margin subscription business which saw a 12% increase over the comparable previous quarter. Also, our Endstate NFC/NFT business increased, with now close to 2,400 units on order for delivery in Q3, 2022. And on the cash flow and balance sheet side, we continued to keep a low burn rate and reduced our net losses by 23% from the comparable previous quarter, took on no new convertible debt, management continued to defer and accrue 34% of our salary and we raised from our Reg A, $150,000.00 during the second quarter 2022, and subsequently raised an additional $30,000.00 in July.

With the recent spike in COVID cases across the country we did continue to see demand for protective medical supplies and fulfill orders daily. With the continued demand for our SmartSoles we increased our production commitment for an additional 1,000 units. And we released a new version of our tracking app along with a new ecommerce store on the Shopify platform, which enables us to have more capabilities to sell through social media platforms such as Facebook and Instagram, along with having better accounting and inventory management capabilities as we start ramping up domestic sales. We also implemented Wi-Fi capabilities on the SmartSole platform which will enable us to track indoors and gets us one step closer to implementing the Bluetooth feature which will then convert the SmartSole from a tracking device to a mobile hub capable of interacting with other wearable medical devices.

~~We remain optimistic that COVID-19 pandemic is behind us. However,~~year, we still have ~~some inventory on hand~~a lot of work ahead of us, as we, prepare to launch our new 3D infrared remote patient monitoring and ~~solid relationships with our vendors so as long as there is demand we will be ready to serve our customers. Our focus continues to be on ramping up sales~~fall detection system called RoomMate. We continue the integration development and testing of the GBT technology into our SmartSole plus, we look to bring on new ~~SmartSoles,~~ NFC ~~products, other medical wearable devices, A.I.~~customers, restart our GPS SmartSole production and ~~IP licensing. Health & Safety, Track & Trace. Everyone wants~~fill back orders, and apply for an up list to ~~be healthy, live better and longer, and know where someone or something is and has been. We believe we are in~~ a ~~position to monetize from these trends and keep hearing from many of our B2B customers and international distributors that they want~~ more ~~wearable solutions and technology to serve the medical community.~~senior exchange.

Results of Operations

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

Three Months Ended ~~June~~September 30, 2022 (“Q2Q3 2022”) Compared to the Three Months Ended ~~June~~September 30, 2021 (“Q2Q3 2021”)

	Three Months Ended June 30,													Three Months Ended September 30,
	2022						2021							2022						2021
	$			% of Revenues			$			% of Revenues			��	$			% of Revenues			$			% of Revenues

Product sales		31,245			49	%		112,656			71	%			36,352			54	%		112,974			75	%
Service income		33,156			51	%		46,947			29	%			31,302			46	%		38,580			25	%
IP royalties		-			0	%		-			0	%			-			0	%		-			0	%
Total revenues		64,401			100	%		159,603			100	%			67,654			100	%		151,554			100	%
Cost of products sold		35,989			56	%		29,959			19	%			23,353			35	%		58,001			38	%
Cost of service revenue		5,973			9	%		18,360			12	%			3,016			4	%		10,129			7	%
Cost of licensing revenue		-			0	%		-			0	%			-			0	%		-			0	%
Cost of goods sold		41,962			65	%		48,319			30	%			26,349			39	%		68,130			45	%
Gross profit		22,440			35	%		111,284			70	%			41,305			61	%		83,424			55	%

Operating expenses:
Wages and benefits		131,323			204	%		120,160			75	%			127,829			189	%		138,137			91	%
Professional fees		77,177			120	%		97,790			61	%			81,893			121	%		65,902			43	%
Sales and marketing expenses		5,058			8	%		59,802			37	%			3,494			5	%		5,083			3	%
General and administrative		27,292			42	%		41,650			26	%			68,269			101	%		70,001			46	%
Total operating expenses		240,850			374	%		319,402			200	%			281,485			416	%		279,123			184	%

Gain/(loss) from operations		(218,410	)		-339	%		(208,118	)		-130	%			(240,180	)		-355	%		(195,699	)		-129	%

Other (expense)/income, net		(7,813	)		-12	%		(47,370	)		-30	%			(62,283	)		-92	%		(16,432	)		-11	%
Net income/(loss)		(226,223	)		-351	%		(255,488	)		-160	%			(302,463	)		-447	%		(212,131	)		-140	%

Revenues

Revenues were ~~$64,401~~$67,654 for the Q2three months ended September 30, 2022 as compared to ~~$159,603~~$151,554 for the Q2three months ended September 30, 2021, representing a decrease of ~~60%~~55%, This decrease was primarily driven from transitioning out of direct-to-consumer PPE sales during Covid into our core B2B business.

During Q2Q3 2022, the Company’s customer base and revenue streams were comprised of approximately ~~88.21%~~59% B2B (Wholesale Distributors and Enterprise Institutions), ~~11.79%~~41% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes.

During Q3 2021, the Company’s customer base and revenue streams were comprised of approximately 40% B2B (Wholesale Distributors and Enterprise Institutions), 51% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes), 0% IP (our monetization campaign from consulting, licensing and asserting our patents) ~~and 0%~~, 6% Military and Law ~~Enforcement.~~Enforcement and 4% in donations to various groups.

During Q2 2021, the Company’s customer base and revenue streams were comprised of approximately 22.47% B2B (Wholesale Distributors and Enterprise Institutions), 77.05% B2C (consumers and government agencies who bought on the behalf of consumers, through our online ecommerce platform and through Amazon, Google and iTunes), 0% IP (our monetization campaign from consulting, licensing and asserting our patents) and 0.48% Military and Law Enforcement.

Cost of goods sold

Cost of goods sold were ~~$41,962~~$26,349 for the Q2Q3 2022 compared to ~~$48,319~~$68,130 for the Q2Q3 2021, representing a decrease of ~~13%~~61%. This decrease was primarily due to the shift from COVID related PPE’s with less margins, to the higher margin 4G SmartSoles and the increase in recurring fees.

We expect our margins to increase in 2022 once we start ramping up our subscriptions and licensing and sell more of our proprietary products like our SmartSoles, where we have no or limited competition. Our overall gross margin was slightly lower in 2021, 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 ~~increased $11,163,~~decreased $10,308, or 9%7%, in Q2 2022 as compared to Q2Q3 2021. This ~~increase~~decrease was primarily the result of one of our executive sales staff taking on ~~more~~less duties as we transition back into our core GPS and SmartSole business.

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 $20,611~~increased $15,991 or ~~21%~~24% in Q2Q3 2022 as compared to in Q2 2021. Even though some professional fees have decreased as more responsibilities were transferred from outside contractors and consultants to in-house personnel. Those fees related to investor relations, ~~and~~ business development and the recent corporate actions have increased due to new products lines and the impending release of the company’s updated SmartSole products.

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Sales and marketing expenses

Sales and marketing expenses decreased by ~~92%~~31% or ~~$54,744~~$1,589 in Q2Q3 2022 in comparison to Q2Q3 2021. This decrease was primarily due to a large Company awareness campaign in 2021 compared to 2022.

General and administrative

General and administrative costs in Q2Q3 2022 decreased by ~~$14,358~~$1,732 or ~~34%~~2% in comparison to Q2Q3 2021, mostly due to adjustments to prior period accruals.

Other income/(expense), net

Other expense, net ~~decreased 84%~~increased 279% or ~~$39,556~~$44,481 in Q2Q3 2022 compared to Q2Q3 2021. This ~~decrease~~increase was primarily as a result of ~~decrease~~the amortization of debt discounts and interest expense.

Net income/(loss)

Net loss increased by 43% or $90,334 from Q3 2022 to Q3 2021 primarily as a result of the increase in the amortization of debt discounts and ~~$34,191 in recovery of EDD payments during Covid.~~interest expense.

~~Net income/(loss)~~

~~Net loss decreased by 11% or $29,260 from Q2 2022 to Q2 2021 primarily as a result of the decrease in the amortization of debt discounts and $34,191 in recovery of EDD payments during Covid.~~

~~Six~~Nine Months Ended ~~June~~September 30, 2022 (“~~Q1 and Q2~~Q1–Q3 2022”) Compared to the ~~Six~~Nine Months Ended ~~June~~September 30, 2021 (“~~Q1 and Q2~~Q1–Q3 2021”)

	Six Months Ended June 30,												Nine Months Ended September 30,
	2022						2021						2022						2021
	$			% of Revenues			$			% of Revenues			$			% of Revenues			$			% of Revenues

Product sales		163,925			70	%		284,989			73	%		200,277			67	%		397,963			73	%
Service income		68,992			30	%		105,135			27	%		100,293			33	%		143,715			27	%
IP royalties		-			0	%		-			0	%		-			0	%		-			0	%
Total revenues		232,917			100	%		390,124			100	%		300,570			100	%		541,678			100	%
Cost of products sold		123,934			53	%		142,054			36	%		147,627			49	%		200,055			37	%
Cost of service revenue		12,891			6	%		53,427			14	%		15,906			5	%		63,556			12	%
Cost of licensing revenue		-			0	%		-			0	%		-			0	%		-			0	%
Cost of goods sold		136,824			59	%		195,481			50	%		163,173			54	%		263,611			49	%
Gross profit		96,092			41	%		194,643			50	%		137,397			46	%		278,067			51	%

Operating expenses:
Wages and benefits		246,962			110	%		246,962			63	%		382,916			127	%		385,099			71	%
Professional fees		197,960			75	%		197,960			51	%		257,232			86	%		263,862			49	%
Sales and marketing expenses		69,738			7	%		69,738			18	%		19,092			6	%		74,821			14	%
General and administrative		88,399			38	%		89,701			23	%		156,670			52	%		159,702			29	%
Total operating expenses		534,425			229	%		604,361			155	%		815,910			271	%		883,484			163	%

Gain/(loss) from operations		(438,333	)		-188	%		(409,718	)		-105	%		(678,514	)		-226	%		(605,417	)		-112	%

Other (expense)/income, net		17,725			8	%		(136,197	)		-35	%		(44,558	)		-15	%		(152,629	)		-28	%
Net income/(loss)		(420,608	)		-181	%		(545,915	)		-140	%		(723,072	)		-241	%		(758,046	)		-140	%

2526

Revenues

Revenues as a whole in ~~Q1 and Q2~~Q1-Q3 2022 decreased by ~~40%~~45% or ~~$157,207~~$241,108 in comparison to ~~Q1 and Q2~~ Q1-Q3 2021, a result of the reduction in demand for PPP’s and the inability to ship any SmartSoles during the 1^st quarter due to supply chain delays. We continue to fulfill pre-sale orders daily and expect SmartSole production to catch up with orders over the next few quarters. Additionally, we are seeing an uptick in PPE demand and increased sales as a result of the new COVID spike.

Cost of goods sold

Cost of goods sold ~~increased~~decreased by ~~30%~~38% or ~~$58,658~~$100,439 during ~~Q1 and Q2~~Q1-Q3 2022 in comparison to ~~Q1 and Q2~~ Q1-Q3 2021 primarily due to the shift from purchases of low margin health and safety inventories to the higher margin SmartSoles.

Wages and benefits

Wages and benefits during ~~Q1 and Q2~~Q1-Q3 2022 ~~increased~~decreased by 3%1% or ~~$8,126~~$2,183 in comparison to ~~Q1 and Q2~~ Q1-Q3 2021, primarily due to employee benefits and conferences.

Professional fees

Professional fees consist of costs attributable to consultants and contractors who primarily spend their time on legal, accounting, product development, business development, corporate advisory services and investor ~~relations.~~relations and the recent corporate actions. Such costs decreased ~~$22,621~~$6,630 or ~~11%~~3% during ~~Q1 and Q2~~ Q1-Q3 2022 as compared to ~~Q1 and Q2~~Q1-Q3 2021, primarily due to the Company’s decreased need for outside consultants.

Sales and marketing expenses

Sales and marketing expenses decreased by ~~78%~~74% or ~~$54,150~~$55,729 during ~~Q1 and Q2~~Q1-Q3 2022 in comparison to ~~Q1 and Q2~~ Q1-Q3 2021. Primarily due to costs related to the ramp up of increased health and safety products and the associated advertising in 2021.

General and administrative

General and administrative costs during ~~Q1 and Q2~~Q1-Q3 2022 decreased by ~~$1,300~~$3,031 or 1%2% in comparison to ~~Q1 and Q2~~ Q1-Q3 2021, thus remaining constant with reductions in insurance fees and corporate expenses being offset with increased product development and general occupancy costs.

Other income/(expense), net

Other expense, net decreased ~~113%~~71% or ~~$153,922~~$108,070 from ~~Q1 and Q2~~Q1-Q3 2022 to ~~Q1 and Q2~~ Q1-Q3 2021 primarily as a result of a $67,870 from the forgiveness of a CARE loan, the decrease in the amortization of debt discounts and $34,191 in recovery of EDD payments during Covid. These gains offset the increase in interest expense and financing cots related to debt and the Reg A.

Net income/(loss)

Net loss decreased by ~~22%~~5% or ~~$118,284~~$34,974 from ~~Q1 and Q2~~Q1-Q3 2022 to ~~Q1 and Q2~~ Q1-Q3 2021 primarily as a result of $67,870 from the forgiveness of a CARE loan, the decrease in the amortization of debt discounts and $34,191 in recovery of EDD payments during Covid, all while operating expenses remaining fairly stable during the transition from health and safety products back to our core GPS and SmartSole business.

Liquidity and Capital Resources

As of ~~June~~September 30, 2022, we had ~~$61,135~~$23,998 of cash and cash equivalents, and a working capital deficit of ~~$2,983,441,~~$3,021,385, compared to $138,342 of cash and cash equivalents and a working capital deficit of $2,829,165 as of December 31, 2021.

During the ~~six~~nine months ended ~~June~~September 30, 2022, our net loss was ~~$420,608~~$723,072 compared to a net loss of ~~$545,915~~$758,046 for the ~~six~~nine months ended ~~June~~September 30, 2021. Net cash used in operating activities in the ~~six~~nine months ended ~~June~~September 30, 2022 and in the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$269,697~~$426,835 and ~~$243,364,~~$378,026, respectively.

Net cash used in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$0,~~$3,308 for the purchase of intangible assets, as compared to net cash used in investing activities during the ~~six~~nine months ended ~~June~~September 30, 2021 which was $63,242 which consisted of proceeds totaling $1,258 received from the sale of marketable securities and $64,500 in developments cost assets.

Net cash provided by financing activities during the ~~six~~nine months ended ~~June~~September 30, 2022 was ~~$192,490~~$315,799 and consisted of ~~$150,000~~$180,000 received ~~form~~from the purchase of ~~5,000,000~~6,000,000 shares of common stock (92,309 post reverse) at $0.03 per share, $25,000 received for the conversion of warrants, ~~$25,000~~$145,000 from the issuance of debt and ~~$34,180~~$69,180 from draws upon our line of credit. This was offset by payments on debt of ~~$32,510~~$44,201 and ~~$9,180~~$59,180 on the line of credit. Net cash used by financing activities during the ~~six~~nine months ended ~~June~~September 30, 2021 was ~~$658,707~~$657,877 and consisted of ~~$16,293~~$17,123 in ~~upon~~payments to our lines of credit and a term loan, and $675,000 received from financings. This represents a decrease of 88%. This reduction in additional financings is directly related to the Company not relying on convertible notes for financings, with no new convertible notes being issued.

Because revenues from our operations have, to date, been insufficient to fund our working capital needs, we currently rely on the cash we receive from our financing activities to fund our growth, capital expenditures and to support our working capital requirements. The sale of our products and services is expected to enhance our liquidity in 2022, although the amount of revenues we receive in 2022 still cannot be estimated.

Until such time as our products and services can support our working capital requirement, we expect to continue to generate revenues from our other licenses, subscriptions, international distributors, hardware sales, professional services and new customers in the pipeline. However, the amount of such revenues is unknown and is not expected to be sufficient to fund our working capital needs. For our internal budgeting purposes, we have assumed that such revenues will not be sufficient to fund all of our planned operating and other expenditures during 2022. In addition, our actual cash expenditures may exceed our planned expenditures, particularly if we invest in the development of improved versions of our existing products and technologies, and if we increase our marketing expenses. Accordingly, we anticipate that we will have to continue to raise additional capital in order to fund our operations in 2022 No assurance can be given that we will be able to obtain the additional funding we need to continue our operations.

In order to continue funding our growth, IP and working capital needs and new product development costs, during the second quarter of 2022 we continued to draw down on our credit line to fund purchase orders. However, no assurance can be given that the investor will provide the funding, if and when requested by us.

Going Concern

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has stockholders’ deficit of ~~$3,052,303~~$3,093,996 and negative working capital of ~~$2,983,441~~$3,021,385 as of ~~June~~September 30, 2022 and used cash in operations of ~~$269,697~~$426,835 during the current period then ended. A significant part of our negative working capital position at ~~June~~September 30, 2022 consisted of ~~$923,130,~~$2,122,085, net of debt discounts, of amounts due to various accredited investors of the Company for convertible promissory notes, loans and ~~a letter~~letters of credit. The Company anticipates further losses in the development of its business. Please see the section entitled “Risk Factors” included in our Annual Report on Form 10-K for the year ended December 31, 2021 for more information regarding risks associated with our business.

Off-Balance Sheet Arrangements

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

Inflation

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

Critical Accounting Policies and Estimates

There are no material changes to the critical accounting policies and estimates described in the section entitled “Critical Accounting Policies and Estimates” under Item 7 in our Annual Report on Form 10-K for the year ended December 31, 2021.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

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

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

Based on the evaluation as of ~~June~~September 30, 2022, 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.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

These are not all of the risks associated with the Company and must be used in conjunction with those disclosed in the most recent December 31, 2021 10K filing.

Due to COVID-19, we have experienced some changes in our business, that have been both positive and negative. Specifically, the Company’s IP licensing business has been negatively impacted by the global financial slowdown and many courts, judges and law firms are not working at full capacity, which is creating delays in finalizing licensing agreements or litigation. We have also experienced a small percentage of subscriptions being either cancelled or requested to be put on pause, due to financial hardships. On the positive side we saw an increase in product sales specifically with medical supplies and equipment. Overall, our revenues have not been materially impacted as a whole, however there have been some shifts with certain revenue streams doing better post COVID and others doing worse.

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

On January 14, 2022, we issued 4,000,000 in common stock, valued at $39,600 to a firm as part of their agreement.

On January 21, 2022, an investor converted 10,000,000 of warrants into 10,000,000 shares of common stock at a strike of $0.0025 for $25,000 in cash.

On April 1, 2022, we issued 1,200,000 in common stock, valued at $11,400 to a firm as part of their agreement.

On April 6, 2022, an investor invested $150,000 in the Company’s Reg A and received 5,000,000 of shares of common stock at a price of $0.03.

On April 12, 2021, we issued 1,904,762 in restricted common stock to a firm as part of their agreement with a value of $18,476 on the date of the agreement.

On April 1, 2022, we issued 1,200,000 in common stock, valued at $11,400 to a firm as part of their agreement.

On May 12, 2022, we issued 500,000 in common stock, valued at $3,450 to a firm as part of their agreement.

O July 20, 2022, an investor invested $30,000 in the Company’s Reg A and received 1,000,000 of shares of common stock at a price of $0.03.

On September 20, 2022, the Company’s 65-1 reverse of its common shares was approved by FINRA.

On September 20, 2022, the Company issued 11,406,200 shares for the conversion for various notes to related parties at a fixed price of $0.01.

On September 26, 2022, the Company issued 242,693 shares to various consultants for services valued at $37,860.

On September 28, 2022, the Company issued 100,00 shares to a consultant for services valued at $18,500.

The issuance of the above shares was exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(a) Exhibits

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

3.2		Certificate of Amendment of GTX Corp, filed September 12, 2022⁽¹⁾

3.3		Certificate of Change of Metalert, Inc., filed September 12, 2022⁽¹⁾

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

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act

31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act

32.1		Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act

32.2		Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation

101.DEF		Inline XBRL Taxonomy Extension Definition

101.LAB		Inline XBRL Taxonomy Extension Label

101.PRE		Inline XBRL Taxonomy Extension Presentation

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

⁽¹⁾

Incorporated by reference to the Company’s Current Report on Form 8-K filed on September 22, 2022.

3031

SIGNATURES

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

	~~GTX CORP~~Metalert, Inc.

Date: ~~August 12,~~November 15, 2022	By:	/s/ ALEX MCKEAN
		Alex McKean,
		Chief Financial Officer (Principal Financial Officer)

Date: ~~August 12,~~November 15, 2022	By:	/s/ PATRICK BERTAGNA
		Patrick Bertagna,
		Chief Executive Officer

3132

	2022		2021
	June 30,
	2022		2021
Warrants		39,250,001		49,250,001
Preferred B shares		72,000,000		13,600,000
Preferred C shares		25,208,333		270,000,000
Conversion shares upon conversion of notes		32,783,333		32,783,333
Total		169,241,667		365,633,334