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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

(Mark one)

 

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

 

For the quarterly period ended September 30, 2021

 

OR

 

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

 

For the transition period from __________ to __________

 

Commission file number 000-53046

 

GTX Corp

(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)

 

 

(Former name, former address and former fiscal year, if 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: 224,982,930 common shares issued and outstanding as of November 15, 2021.

 

 

 

 
 

 

GTX CORP AND SUBSIDIARIES

For the quarter ended September 30, 2021

FORM 10-Q

 

    PAGE NO.
PART I. FINANCIAL INFORMATION  
     
Item 1. Condensed Financial Statements 3
     
  Condensed Consolidated Balance Sheets at September 30, 2021 (unaudited) and December 31, 2020 3
  Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2021 and 2020 (unaudited) 4
  Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2021 and 2020 (unaudited) 5-8
  Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2021 and 2020 (unaudited) 9
  Notes to Condensed Consolidated Financial Statements (unaudited) 10
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 23
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 29
     
Item 4. Controls and Procedures 29
     
PART II. OTHER INFORMATION  
     
Item 1. Legal Proceedings 29
     
Item 1A. Risk Factors 29
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 30
     
Item 3. Defaults Upon Senior Securities 32
     
Item 4. Mine Safety Disclosures 32
     
Item 5. Other Information 32
     
Item 6. Exhibits 32
     
  Signatures 33

 

2

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

   

September 30,

2021

   

December 31,

2020

 
    (Unaudited)        
ASSETS                
Current assets:                
Cash and cash equivalents   $ 293,521     $ 76,912  
Accounts receivable, net     47,772       40,484  
Inventory     109,427       114,137  
Investment in marketable securities     2,489       4,166  
Other current assets     146,457       54,593  
Total current assets     599,666       290,292  
                 
Property and equipment, net     65,275       7,878  
                 
Total assets   $ 664,941     $ 298,170  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities:                
Accounts payable   $ 136,866     $ 182,610  
Accrued expenses     286,925       327,293  
Accrued expenses, related parties     939,888       839,810  
Deferred revenues     30,980       37,350  
Short-term debt – line of credit     7,000       21,715  
Convertible promissory notes, past due     688,000       840,673  
Convertible notes, related parties     884,546       884,546  
Notes payable     42,395       50,400  
Total current liabilities     3,016,600       3,184,397  
                 
Long-term debt - CARE loan     217,870       217,870  
                 
Total liabilities     3,234,470       3,402,267  
                 
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 September 30, 2021 and December 31, 2020     100       100  
Preferred stock series B, $0.001 par value; 10,000 shares authorized, 204 and 250 issued and outstanding at September 30, 2021 and December 31, 2020, respectively     1       1  
Preferred stock series C, $0.001 par value; 1,000 shares authorized, 675 and 150 issued and outstanding at September 30, 2021 and December 31, 2020, respectively     1       -  
Common stock, $0.0001 par value; 2,071,000,000 shares authorized; 214,902,481 and 138,032,482 shares issued and outstanding at September 30, 2021 and December 31, 2020, respectively     21,490       13,803  
Additional paid-in capital     23,019,851       21,059,925  
Accumulated deficit     (25,610,972 )     (24,177,926 )
Total stockholders’ deficit     (2,569,529 )     (3,104,097 )
Total liabilities and stockholders’ deficit   $ 664,941     $ 298,170  

 

See accompanying notes to condensed consolidated financial statements.

 

3

 

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    2021     2020     2021     2020  
    Three Months Ended September 30,     Nine Months Ended September 30,  
    2021     2020     2021     2020  
Product sales   $ 112,974     $ 306,439     $ 397,963     $ 760,379  
Service income     38,580       55,788       143,715       170,711  
IP royalties     -       -       -       -  
Total revenues     151,554       362,227       541,678       931,090  
                                 
Cost of products sold     58,001       166,188       200,055       357,158  
Cost of other revenue     10,129       19,120       63,556       113,627  
Cost of licensing revenue     -       -       -       -  
Total cost of goods sold     68,130       185,308       263,611       470,785  
                                 
Gross margin     83,424       176,919       278,067       460,305  
                                 
Operating expenses:                                
Wages and benefits     138,137       152,740       385,099       476,825  
Professional fees     65,902       35,812       263,862       196,893  
Sales and marketing expenses     5,083       6,242       74,821       19,391  
General and administrative     70,001       45,215       159,702       125,241  
                                 
Total operating expenses     279,123       240,009       883,484       818,350  
                                 
Income/(loss) from operations     (195,699 )     (63,090 )     (605,417 )     (358,045 )
                                 
Other income/(expenses):                                
Gain/(loss) on conversion of convertible notes     -       -       (66,036 )     129,261  
Gain/(loss) on marketable securities     (1,101 )     (897 )     (419 )     91,574  
Change in fair value of derivative     -       51,962       -       204,548  
Interest expense and financing costs     (15,331 )     15,133       (86,174 )     (34,060 )
                                 
Total other income/(expenses)     (16,432 )     66,198       (152,629 )     391,323  
                                 
Net income/(loss)     (212,131 )     3,108       (758,046 )     33,278  
                                 
Deemed dividend to series-B preferred stockholders     -       -       -       (100,000 )
Deemed dividend to series-C preferred stockholders     -       -       (675,000 )     (150,000 )
                                 
Net income/(loss) attributable to common shareholders   $ (212,131 )   $ 3,108     $ (1,433,046 )   $ (216,722 )
                                 
Weighted average number of common shares outstanding - basic and diluted     214,902,479       129,369,108       194,748,572       101,324,967  
                                 
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.

 

4

 

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Three Months Ended September 30, 2021 and September 30, 2020 (Unaudited)

 

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

 

    Shares           Shares           Shares           Shares           Paid-In     Accumulated     Equity  
    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     $ 1       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 )

 

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

 

For the Three Months Ended September 30, 2020 (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, 2020     1,000,000     $ 100       250     $ 1       150     $ -       112,352,119     $ 11,235     $ 20,761,158     $ (23,779,349 )   $ (3,006,855 )
Issuance of common stock for services     -       -       -       -       -       -       1,500,000       150       23,350       -       23,500  
Issuance of common stock for conversion of debt     -       -       -       -       -       -       21,049,296       2,105       140,929       -       143,034  
Fair value of retention bonus shares     -       -       -       -       -       -       -       -       (54,809 )     -       (54,809 )
Net income (loss)     -       -       -       -       -       -       -       -       -       3,108       3,108  
Balance September 30, 2020     1,000,000     $ 100       250     $ 1       150     $ -       134,901,415     $ 13,490     $ 20,870,628     $ (23,776,241 )   $ (2,892,022 )

 

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

 

5

 

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

Nine Months Ended September 30, 2021 and September 30, 2020 (Unaudited)

 

For the Nine 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       240,225       -       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 )

 

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

 

For the Nine Months Ended September 30, 2020 (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, 2019     1,000,000     $ 100       150     $ 1       -     $ -       71,419,795     $ 7,142     $ 19,954,738     $ (23,559,519 )   $ (3,597,538 )
Issuance of common stock for services     -       -       -       -       -       -       12,000,000       1,200       179,900       -       181,100  
Issuance of common stock for conversion of debt     -       -       -       -       -       -       51,481,620       5,148       270,964       -       276,112  
Issuance of preferred stock for financings     -       -       100       -       150       -       -       -       250,000       -       250,000  
Fair value of warrants issued for services     -       -       -       -       -       -       -       -       3,793       -       3,793  
Fair value of retention bonus shares                                                                     (38,767 )             (38,767 )
Deemed dividend     -       -       -       -       -       -       -       -       250,000       (250,000 )     -  
Net income     -       -       -       -       -       -       -       -       -       33,278       33,278  
Balance September 30, 2020     1,000,000     $ 100       250     $ 1       150     $ -       134,901,415     $ 13,490     $ 20,870,628     $ (23,776,241 )   $ (2,892,022 )

 

See accompanying notes to condensed consolidated financial statements.

 

6

 

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

    2021     2020  
    Nine Months Ended September 30,  
    2021     2020  
Cash flows from operating activities                
Net income / (loss)   $ (758,046 )   $ 33,278  
Adjustments to reconcile net income / (loss) to net cash used in operating activities:                
Bad debt expense    

34,675

      -  
Depreciation and amortization     7,103       19,339  
Change in fair value of marketable securities     419       (91,574 )
Stock based compensation     255,185       181,100  
Change in fair value of derivative     -       (204,548 )
Repatriation of retention bonus shares     -       (38,767 )
(Gain)/loss on the settlement of debt and accrued interest     66,036       (129,261 )
Fair value of warrants issued for service     2,340       3,793  
Interest and financing costs    

43,413

      36,018  
Imputed interest on related party notes     30,705       -  
Grant from CARE loans     -       (10,000 )
Changes in operating assets and liabilities:                
Accounts receivable    

(41,963

)     (22,816 )
Inventory     4,710       (62,542 )
Other current and non-current assets    

(91,864

)     (78,500 )
Accounts payable and accrued expenses     (30,990 )     (102,755 )
Accrued expenses - related parties    

106,621

      82,841  
Deferred revenues     (6,370 )     (31,622 )
                 
Net cash used in operating activities     (378,026 )     (416,016 )
                 
Cash flows from investing activities                
PP&E purchases     (64,500 )     -  
Proceeds from the sale of marketable securities     1,258       146,201  
                 
Net cash provided by / (used in) investing activities     (63,242 )     146,201  
                 
Cash flows from financing activities                
Proceeds from CARE loans     -       227,870  
Proceeds from line of credit     -       139,319  
Proceeds from issuance of preferred stock     675,000       250,000  
Payments on debt     (17,123 )     (245,145 )
                 
Net cash provided by financing activities     657,877       372,044  
                 
Net change in cash and cash equivalents     216,609       102,229  
                 
Cash and cash equivalents, beginning of period     76,912       125,200  
                 
Cash and cash equivalents, end of period   $ 293,521     $ 227,429  
                 
Supplemental disclosure of cash flow information:                
Income taxes paid   $ -     $ -  
Interest paid   $ 623     $ 10,696  
                 
Supplemental disclosure of noncash investing and financing activities:                
Issuance of common stock for conversion of debt and interest   $ 194,373     $ 276,112  
Deemed dividend   $ 675,000     $ -  
Conversion of preferred stock to common stock   $ 2,841     $ -  

 

See accompanying notes to condensed consolidated financial statements.

 

7

 

 

GTX CORP AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2021 AND 2020

(Unaudited)

 

1. ORGANIZATION AND BASIS OF PRESENTATION

 

During the periods covered by these financial statements, GTX 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 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 have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information and applicable regulations of the U.S. Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position and results of operations have been included. Our operating results for the three and nine months ended September 30, 2021 are not necessarily indicative of the results that may be expected for the year ending December 31, 2021. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2020, which are included in our Annual Report on Form 10-K.

 

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

 

Going Concern

 

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has a stockholders’ deficit of $2,569,529 and negative working capital of $2,416,934 as of September 30, 2021 and used cash in operations during the period then ended of $378,026. 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.

 

8

 

 

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, 2020. 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.

 

9

 

 

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 period ended September 30, 2021 and September 30, 2020, 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:

 

    September 30, 2021     September 30, 2020  
Product sales   $ 397,963     $ 760,379  
Service income     143,715       170,711  
IP and consulting income     -       -  
Total   $ 541,678     $ 931,090  

 

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

 

    September 30, 2021     September 30, 2020  
B2B   $ 150,180     $ 430,044  
B2C     381,321       501,046  
Military     10,177       -  
IP     -       -  
Total   $ 541,678     $ 931,090  

 

 

During the period ended September 30, 2021, the Company’s customer base and revenue streams were comprised of approximately 27.73% B2B (Wholesale Distributors and Enterprise Institutions), 70.4% 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 1.88% Military and Law Enforcement.

 

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During the period ended September 30, 2020, the Company’s customer base and revenue streams were comprised of approximately 46.19% B2B (Wholesale Distributors and Enterprise Institutions), 53.81% 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% Military and Law Enforcement.

 

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.

 

The Company uses Level 2 inputs for its valuation methodology for the derivative liabilities.

 

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.

 

For the nine months ended September 30, 2021, the Company had three customers representing approximately 76%, 8% and 4% of sales, respectively, and three customers representing approximately 31%, 13% and 8% of total accounts receivable, respectively (of the 76% of sales, this represents all sales made through our online store and consists of approximately 2,000+ different customers).

 

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For the nine months ended September 30, 2020, the Company had four customers representing approximately 34%, 20%, 11% and 8% of sales, respectively, and four customers representing approximately 17%, 13%, 12% and 12% of total accounts receivable, respectively, as of the period then ended.

 

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 September 30, 2021 and December 31, 2020 the fair value of our investment in marketable securities was $2,489 and $4,166.

 

Derivative Liabilities

 

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

 

At September 30, 2021 and December 31, 2020, the balance of the derivative liabilities was $0. It was determined at December 31, 2020 that the Preferred A shareholders having the majority vote, did 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:

 

         
    September 30,  
    2021     2020  
Warrants     49,250,001       55,750,000  
Preferred B shares     81,600,000       100,000,000  
Preferred C shares     25,208,333       13,333,333  
Conversion shares upon conversion of notes     32,783,333       41,986,503  
Total     188,841,667       211,069,836  

 

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Segments

 

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

 

Recently Issued Accounting Pronouncements

 

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. 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 $0.01 per share, or an aggregate value of $425 for the same period ended September 30, 2021. As such, the Company recorded a change in market value during the nine months ended September 30, 2021, of ($850) in its statement of operations.

 

In June 2019, the Company acquired 22,222 shares of Inpixon’s restricted common stock (after giving effect to a 1:45 stock split) valued at $634,000. As of December 31, 2019, after the sale of 10,889 Inpixon shares, the Company owned 11,333 Inpixon shares with a fair value of $58,374. During the period ended March 31, 2020, the Company sold 8,500 of its Inpixon shares for total proceeds of $146,201 and recognized a gain from the sale of these shares of $102,420. During the nine months ended September 30, 2021, the Company sold 834 shares of its Inpixon shares for total proceeds of $1,334 and recognized a gain from the sale of these shares of $1,258.

 

As of December 31, 2020, the Company owned 2,834 shares of Inpixon common stock with a fair value of $2,400. On January 22, 2021, the Company sold 834 shares 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 of Inpixon securities had a market value of $0.832 per share or an aggregate value of $1,664 as of September 30, 2021. As such, the Company recorded a change in market value during the nine months ended September 30, 2021, of ($867) in its statement of operations.

 

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4. INVENTORY

 

Inventories consist of the following:

 

    September 30,
2021 		    December 31,
2020 		 
Raw materials   $ 74,313     $ 9  
Finished goods     35,114       114,128  
Total Inventories   $ 109,427     $ 114,137  

 

5. PROPERTY AND EQUIPMENT

 

Property and equipment, net, consists of the following:

 

    September 30,
2021 		    December 31,
2020 		 
Software   $ 25,890     $ 25,890  
Website development     91,622       91,622  
Software development     359,251       294,751  
Equipment     1,750       1,750  
Less: accumulated depreciation     (413,238 )     (406,135 )
Total property and equipment, net   $ 65,275     $ 7,878  

 

Depreciation expense for the period ended September 30, 2021 and 2020 was $7,103 and $9,339, respectively, and is included in general and administrative expenses.

 

6. NOTES PAYABLE

 

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

 

    September 30,
2021 		    December 31,
2020 		 
(a) Term loan   $ -     $ 400  
(b) Term loan     42,395       50,000  
(c) Revolving line of credit     7,000       22,000  
(d) Revolving line of credit     -       (285 )
Total   $ 49,395     $ 72,115  

 

(a) Term loan

 

In 2015, the Company entered into an unsecured term loan agreement with a third party for an aggregate principal balance of $200,000 at an interest rate of 14% per annum, with the interest adjusted as of December 2019 to 8.5%. The term loan became due on April 14, 2017 and as such, currently past due. At December 31, 2020, balance of the term loan was $400. During the three months ended March 31, 2021, we settled the balance on the term loan for 6,000,000 shares of common stock to settle the balance. This was broken into two parts, 3,000,000 due immediately and the other 3,000,000 due 45 days thereafter. We issued the first 3,000,000 shares of common stock to convert $22,500 of interest on the term loan, resulting in a gain on the forgiveness of accrued interest of $65,700 and a loss on the conversion of $131,375. The Company also paid down in cash the principal balance by $400, which brought the principal balance outstanding on the term loan as of March 31, 2021 to be $0. The remaining $22,500 in accrued interest was converted on May 12, 2021 with the issuance of the second 3,000,000 common shares. As of September 30, 2021, this loan has been completed satisfied.

 

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(b) Term loan

 

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 becomes due on December 31, 2021.

 

The Company reached an agreement with the lender to apply sublet space the lender uses in the Company office and apply those payments against the term loan balance. The monthly credit of $585 has been applied to seven (10) months or a total of $5,850 of the loan through the nine months ended September 30, 2021, and thus the principal balance outstanding on the note as of September 30, 2021 and December 31, 2020 was $42,395 and $50,000, respectively, and accrued interest of $4,286 as of September 30, 2021.

 

(c) 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 September 30, 2021, the Company repaid $15,000 in principal and all of its interest of $623, as incurred, resulting in a balance due of $7,000 as of September 30, 2021.

 

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.

 

(d) Line of Credit

 

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 3.25%, with a max borrowing amount of $100,000. The balance at December 31, 2020 was $(285) while during the period ended September 30, 2021 the Company was advanced a total of $0 of the balance. As such the balance outstanding as of September 30, 2021 is 0.

 

7. CONVERTIBLE PROMISSORY NOTES – PAST DUE

 

As of September 30, 2021 and December 31, 2020, the Company had a total of $688,000 and $840,673, respectively, of outstanding convertible notes payable, which consisted of the following:

 

    September 30,
2021 		    December 31,
2020 		 
a) Convertible Notes – with fixed conversion terms   $ 688,000     $ 713,750  
b) Convertible Notes – with variable conversion     -       126,923  
Total convertible notes, net of debt discount   $ 688,000     $ 840,673  

 

  a) Included in Convertible Notes - with fixed conversion terms, are loans provided to the Company from various investors These notes carry simple interest rates ranging from 0% to 14% per annum and with terms ranging from 1 to 2 years. In lieu of the repayment of the principal and accrued interest, the outstanding amounts are convertible, at the option of the note holder, generally at any time on or prior to maturity and automatically under certain conditions, into the Company’s common shares at $0.015 to $0.30 per share. These notes became due in 2017 and prior, and are currently past due.
     
    At December 31, 2020, balance of the convertible notes was $713,750. During the nine months ended September 30, 2021, we issued 1,616,667 shares of common stock to convert $24,250 and issued an additional 250,000 shares of common stock as bonus shares due on of these outstanding convertible notes for a value of $3,750. Additionally, we paid down $1,500 of the debt with cash. As of September 30, 2021, the balance of the outstanding convertible notes was $688,000. These notes are currently past due.

 

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  b) Convertible notes payable with principal balance of $0 as of September 30, 2021 consisted of loans provided to the Company from various investors. These notes are non-interest bearing 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 60% of the lowest trading price in the prior 30 days. The Company determined that since the conversion floor of these notes had no limit to the conversion price, the Company could no longer determine if it had enough authorized shares to fulfil its conversion obligation. As such, pursuant to current accounting guidelines, the Company determined that the conversion feature of these notes created a derivative at the date of issuance which was recorded as a valuation discount that was fully amortized as of December 31, 2020. At December 31, 2020, the balance of the loans was $126,923. During the nine months ended September 30, 2021 the balance of all the notes had been converted and fulfilled. As explained in Note 11, there is no derivative liability needed for the balance remaining on these variable notes, as the common stock shares will be increased as needed.

 

8. CARE Loans

 

    September 30,
2021 		    December 31,
2020 		 
a) PPP loan   $ 67,870     $ 67,870  
b) EIDL loan     150,000       150,000  
Total CARE loans   $ 217,870     $ 217,870  

 

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 of September 30, 2021 the Company has not made any payments on the loan due to the fact that GTX has applied for the $45,000 loan forgiveness program adjustment, for which the Company has not received a new balance payment schedule.

 

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 expected to begin June 10, 2021, but the Company, to-date, has not received any formal notifications as to the current status of the loan. As such, beginning in the fourth quarter of 2021, the Company will voluntarily begin to accrue for the estimated interest expense. 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.

 

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9. RELATED PARTY TRANSACTIONS

 

Convertible Notes Due to Related Parties

 

Convertible Notes to Related Parties represent amounts due to members of Management for past services that were converted to notes payable in prior years. Under the note agreement, the holder shall have 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 $0.01 per security.

 

During 2020 and up until June 30, 2021, 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 September 30, 2021 interest of $30,705 is considered imputed and is recorded as interest expense.

 

As of September 30, 2021 and December 31, 2020, the outstanding balance on the convertible promissory notes was $884,546. As of September 30, 2021 and December 31, 2020, interest of $284,557 and $249,102 respectively, is deferred on the above notes and included in accrued expenses to related parties.

 

Accrued wages and costs - In order to preserve cash for other working capital needs, various officers, members of management, employees and directors agreed to defer portions of their wages and sometimes various out-of-pocket expenses since 2011. As of September 30, 2021, and December 31, 2020, the Company owed $577,857 and $503,007, 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. DERIVATIVE LIABILITIES

 

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

 

At September 30, 2021 and December 31, 2020, 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.

 

11. EQUITY

 

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

 

Preferred Stock – Series A

 

During the year ended December 31, 2018, the Company authorized 1,000,000 of Series A preferred shares, which shares have voting rights equal to two-thirds of all the issued and outstanding shares of common stock, shall be entitled to vote on all matters of the corporation, and shall have the majority vote of the board of directors. The subject preferred stock lacks any dividend rights, does not have liquidation preference, and is not convertible into common stock. During the year ended December 31, 2018, the Company issued one million Series A preferred shares to certain officers and board members. The shares remain outstanding as of September 30, 2021.

 

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At December 31, 2020 is was determined that the Preferred A shareholders having the majority vote, did 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 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 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 September 30, 2021, 46 Series B preferred shares were converted into 18,400,000 common shares, leaving the balance in the Series B preferred shares at 204.

 

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 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 September 30, 2021, the Company issued 675 Series C preferred shares and 20,500,001 warrants to four accredited investors 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 $0.04 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 April 2023. 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 September 30, 2021, 150 Series C preferred shares were converted into 10,000,004 common shares, leaving the balance in the Series C preferred shares at 675 within the terms, so no gain or loss.

 

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Common Stock

 

During the period ending September 30, 2021, we issued 16,661,664 of common shares for converting $194,373 of debt and accrued interest.

 

During the period ending September 30, 2021, the Company issued 8,850,000 shares of its common stock to various consultants for services rendered, with a fair value of $241,110 based on the quoted market price of the shares at time of issuance.

 

During the period ended September 30, 2021, the Company issued 28,650,004 shares of common stock with a fair value of $199,275 at the date grant for financing costs.

 

During the period ended September 30, 2021, the Company issued 22,708,333 shares of common stock with a fair value of $56,771 at the date grant for the cashless conversion of 23,500,000 warrants.

 

Common Stock Warrants

 

Since inception, the Company has issued numerous warrants to purchase shares of the Company’s common stock to shareholders, consultants and employees as compensation for services rendered.

 

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

 

    Exercise Price $     Number of Warrants  
Outstanding and exercisable at December 31, 2020     0.0025 – 0.01       50,500,000  
Warrants exercised     0.0025       (23,500,000 )
Warrants granted     0.04       22,500,001  
Warrants expired     0.01       (250,000 )
Outstanding and exercisable at September 30, 2021     0.0025 - 0.04       49,250,001  

 

Stock Warrants as of September 30, 2021  
Exercise     Warrants     Remaining     Warrants  
Price     Outstanding     Life (Years)     Exercisable  
$ 0.0025       16,500,000       3.38       16,500,000  
$ 0.015       10,250,000       2.34       10,250,000  
$ 0.04       22,500,001       3.02       22,500,001  

 

During the period ended September 30, 2021, the Company issued 22,708,333 shares of common stock with a fair value of $56,771 at the date grant for the cashless conversion of 23,500,000 warrants.

 

During the period ended September 30, 2021, 25,500,001 of the warrants issued in connection with the issuance of our preferred stock. The warrants have a 3-year term and have a strike price of $0.04.

 

The outstanding and exercisable warrants at September 30, 2021 had an intrinsic value of approximately $985,000.

 

Common Stock Options

 

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

 

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The 2008 Plan provides for the issuance of a maximum of 7,000,000 shares, of which, after adjusting for estimated pre-vesting forfeitures and expired options, approximately 2,235,000 were available for issuance as of September 30, 2021.

 

No options were granted during the period ending September 30, 2021.

 

12. COMMITMENTS & CONTINGENCIES

 

Contingencies

 

From time to time, we may be involved in routine legal proceedings, as well as demands, claims and threatened litigation that arise in the normal course of our business. The ultimate amount of liability, if any, for any claims of any type (either alone or in the aggregate) may materially and adversely affect our financial condition, results of operations and liquidity. In addition, the ultimate outcome of any litigation is uncertain. Any outcome, whether favorable or unfavorable, may materially and adversely affect us due to legal costs and expenses, diversion of management attention and other factors. We expense legal costs in the period incurred. We cannot assure you that additional contingencies of a legal nature or contingencies having legal aspects will not be asserted against us in the future, and these matters could relate to prior, current or future transactions or events. As of September 30, 2021, there were 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.

 

To date, we have not experienced any significant changes in our business that would have a significant negative impact on our consolidated statements of operations or cash flows.

 

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. SUBSEQUENT EVENTS

 

On October 14, 2021, we issued 4,800,000 in shares of common stock to an investor who converted their preferred B shares at a strike price of $0.0025.

 

On October 14, 2021, we issued 4,800,000 in shares of common stock to an investor who converted their preferred B shares at a strike price of $0.0025.

 

On October 19, 2021, the Company’s senior management agreed to convert $70,000 of their accrued salaries into long-term notes payable.

 

On November 3, 2021, we issued 500,000 in restricted common stock to a consultant as part of their agreement.

 

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

 

FORWARD-LOOKING STATEMENTS

 

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

 

Introduction

 

Unless otherwise noted, the terms “GTX Corp”, the “Company”, “we”, “us”, and “our” refer to the ongoing business operations of GTX 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 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 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

 

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”) and business to consumer (“B2C”) network of resellers, affiliates, distributors, nonprofit organizations, local, state, and federal government agencies, police departments, manufacturers reps and retailers. 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 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.

 

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Overview

 

During the third quarter 2021, we continued to focus on getting our 4G GPS SmartSole product finalized for production. Unfortunately, we are still struggling with supply chain delays and labor shortages which keep pushing back our launch date. We are deploying every resource and every means available but there are many challenges we are facing that we have little or no control over. As we stated in previous filings, in anticipation of these shortages, we began ordering raw materials as early as late 2020 and into early 2021, which has allowed us to ensure that the majority of components are in house and ready to go. However, now we face logistics delays and labor shortages, all of which is slowing down our ability to get the product to market. It is just taking a lot more time to get parts from point A to B and to get factories to produce. We are in the final stretch and parts are at the factories and we are going to push as hard as we can to get some product out the door before the holidays, in the meantime, in the meantime these delays have affected our third quarter 2021 revenues which were lower than expected.

 

On the business development front, we continued to look at expanding our presence in our market by signing collaboration agreements and working with new partners on selling and developing new products in the tracking, biometrics, block chain and health and wellness space. We are still in the early stage of exploring different concepts, but we are making some progress and expect to have a more detailed roadmap by the end of the year. One new agreement we signed at the end of the third quarter was a distribution agreement with Synergistic Sanitizing Solutions for the UV Clean Air automated continuous UV-C air treatment system. This revolutionary simple, seamless, and effective air purification technology uses patented UV-C light air purification technology to reduce levels of virus, bacteria, and fungi by automatically and continuously treating the air to create healthier environments. The air purification system uses years of research and development in ultraviolet light and IoT enabled technologies to create a truly effective and modern air treatment system with laboratory results showing elimination rates up to 99.9%. With virus and pathogen awareness on high alert due to the Delta variant and inevitable new variants in the future, we immediately started introducing this highly needed product to our assisted living, health care, school, university, small business, and government customers. This product is not only highly effective in the fight against the spread of COVID, but also has 100% funding available for purchase and installation, through FEMA and the Coronavirus Aid Relief and Economic Security Act (CARES) for qualifying essential and critical community entities.

 

At the end of the first quarter, we stated we could not accurately predict how long the Personal Protection Equipment (“PPE”) business would remain in demand, and based on the current events and sales trends, we expected to be transitioning out of many PPE products over the coming months to focusing only on the strong sellers while ramping up for the launch of the new SmartSoles, NFC Blockchain platform and other medical wearables. Our position at the end of the third quarter 2021 is the same, however we are seeing some uptick in PPE demand due to the rising number of new COVID cases, the rapid spread of the Delta variant, new CDC mask guidelines and back to school mask mandates for k-12. By having added the new UV pathogen air treatment system in our product line we will continue to service and support our customers for their PPE needs. The cross-marketing pollination is actually working out very well for us, many of our B2B prospects for our tracking solutions such as schools, assisted living facilities and government institutions are now also actively buying PPE again.

 

During the third quarter 2021, we continued to ramp up our marketing and outreach campaigns and because schools or assisted living facilities could potentially buy both PPE and tracking solutions from us, we ramped up our domestic B2B outreach programs and increased our marketing budget which we expect will generate more B2B U.S. sales in the future.

 

In the third quarter 2021, we did see a drop in overall revenues primarily due to not being able to launch our 4G SmartSoles. We have received hundreds of SmartSole pre-orders and continue to accept pre-orders in the U.S. As of right now, we are oversold for our first production run, and even though we continue to receive pre-orders, we will most likely maintain a backlog until early 2022 or until supply chains are expected to come back to normal.

 

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On the balance sheet front, we continued to reduce our debt and outstanding payables, took on no new debt and pre-paid for a lot of component inventory.

 

Results of Operations

 

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

 

Three Months Ended September 30, 2021 (“Q3 2021”) Compared to the Three Months Ended September 30, 2020 (“Q3 2020”)

 

    Three Months Ended September 30,  
    2021     2020  
    $     % of Revenues     $     % of Revenues  
                         
Product sales     112,974       75 %     306,439       85 %
Service income     38,580       25 %     55,788       15 %
IP royalties     -       0 %     -       0 %
Total revenues     151,554       100 %     362,227       100 %
Cost of products sold     58,001       38 %     166,188       46 %
Cost of service revenue     10,129       7 %     19,120       5 %
Cost of licensing revenue     -       0 %     -       0 %
Cost of goods sold     68,130       45 %     185,308       51 %
Gross profit     83,424       55 %     176,919       49 %
                                 
Operating expenses:                                
Wages and benefits     138,137       91 %     157,740       42 %
Professional fees     65,902       43 %     35,812       10 %
Sales and marketing expenses     5,083       3 %     6,242       2 %
General and administrative     70,001       46 %     45,215       12 %
Total operating expenses     279,123       184 %     240,009       66 %
                                 
Gain/(loss) from operations     (195,699 )     -129 %     (63,090 )     -17 %
                                 
Other (expense)/income, net     (16,432 )     -11 %     66,198       18 %
Net income/(loss)     (212,131 )     -140 %     3,108       1 %

 

Revenues

 

Revenues as a whole during Q3 2021 decreased by 58% or $210,672 in comparison to Q3 2020 mostly as a result of the reduction in demand for PPE’s and the inability to ship any SmartSoles during the quarter due to supply chain delays. We continue to gather 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 from the Delta variant.

 

Cost of goods sold

 

Cost of goods sold decreased by 63% or $117,179 during Q3 2021 in comparison to Q3 2020, primarily due to less IP and subscription revenues, and the reduction in PPE revenues from the lifting of COVID restrictions. However, total gross margin, still increased from 49% in fiscal 2020 to 55% in fiscal 2021.

 

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Wages and benefits

 

Wages and benefits during Q3 2021 decreased $14,603 or 10% as compared to Q3 2020, primarily on lower staffing expenses.

 

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 increased $30,089 or 84% during Q3 2021 as compared to Q3 2020. 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 have increased due to new products lines and the impending release of the company’s updated SmartSole products.

 

Sales and marketing expenses

 

Sales and marketing expenses decreased by 19% or $1,159 during Q3 2021 in comparison to Q3 2020. Primarily due to initiating a PPE campaign in order to target a larger customer base.

 

General and administrative

 

General and administrative costs during Q3 2021 increased by $24,787 or 55% in comparison to Q3 2020 mostly due to an increase in reserves for bad debt expense, accounting fees and a large credit to travel in the previous 2020 comparable period. We expect these numbers to increase as we ramp up our overall business after the COVID crisis.

 

Other income/(expense), net

 

Other expense, net decreased 125% or $82,633 from Q3 2021 to Q3 2020 primarily as a result of the reduction in gains from securities, extinguishment of debt and derivative income that were recognized in the same period in 2020.

 

Net income/(loss)

 

Net income decreased by 6921% or $215,240 from Q3 2021 to Q3 2020 primarily as a result of the reduction in gains from securities, extinguishment of debt and derivative income that were recognized in the same period in 2020.

 

Nine Months Ended September 30, 2021 (“Q1-Q3 2021”) Compared to the Nine Months Ended September 30, 2020 (“Q1-Q3 2020”)

 

    Nine Months Ended September 30,  
    2021     2020  
    $     % of Revenues     $     % of Revenues  
                         
Product sales     397,963       73 %     760,379       82 %
Service income     143,715       27 %     170,711       18 %
IP royalties     -       0 %     -       0 %
Total revenues     541,678       100 %     931,090       100 %
Cost of products sold     200,055       37 %     357,158       38 %
Cost of service revenue     63,556       12 %     113,627       12 %
Cost of licensing revenue     -       0 %     -       0 %
Cost of goods sold     263,611       49 %     470,785       51 %
Gross profit     278,067       51 %     460,305       49 %
                                 
Operating expenses:                                
Wages and benefits     385,099       71 %     476,825       51 %
Professional fees     263,862       49 %     196,893       21 %
Sales and marketing expenses     74,821       14 %     19,391       2 %
General and administrative     159,702       29 %     125,241       13 %
Total operating expenses     883,484       163 %     818,350       87 %
                                 
Gain/(loss) from operations     (605,417 )     -112 %     (358,045 )     -38 %
                                 
Other (expense)/income, net     (152,629 )     -28 %     391,323       42 %
Net income/(loss)     (758,046 )     -140 %     33,278       4 %

 

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Revenues

 

Revenues as a whole in Q1-Q3 2021 decreased by 42% or $389,412 in comparison to Q1-Q3 2020, a result of the reduction in demand for PPP’s and the inability to ship any SmartSoles during the quarter due to supply chain delays. We continue to gather 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 from the Delta variant.

 

Cost of goods sold

 

Cost of goods sold decreased by 44% or $207,174 during Q1-Q3 2021 in comparison to Q1-Q3 2020 primarily due to the purchases of health and safety inventories. The total gross margin increased from 49.4% in Q1-Q3 of 2020 to 51.3% 2021.

 

Wages and benefits

 

Wages and benefits during Q1-Q3 2021 decreased by 19% or $91,726 in comparison to Q1-Q3 2020, primarily on the reduction of costs related to retention bonuses.

 

Professional fees

 

Professional fees consist of costs attributable to consultants and contractors who primarily spend their time on legal, accounting, product development, business development, corporate advisory services and investor relations. Such costs increased $66,969 or 34% during Q1-Q3 2021 as compared to Q1-Q3 2020, primarily due to the Company’s increased need for outside consultants.

 

Sales and marketing expenses

 

Sales and marketing expenses increased by 286% or $55,430 during Q1-Q3 2021 in comparison to Q1-Q3 2020. Primarily due to costs related to the ramp up of increased health and safety products and the associated advertising.

 

General and administrative

 

General and administrative costs during Q1-Q3 2021 increased by $34,462 or 28% in comparison to Q1-Q3 2020 due to overall slowdown in business operations, we have reductions in travel, entertainment, tradeshows, parking, supplies and other general operational expenses, yet these decreases were offset by a $41k adjustment to accrued expenses that provide a positive credit to G&A in 2020.

 

Other income/(expense), net

 

Other expense, net decreased 139% or $543,951 from Q1-Q3 2021 to Q1 and Q2 2020 primarily as a result of a $91,470 net gain for the sales of marketable securities held for sale, the gain of $129,261 from the extinguishment of debt and the reduction in expenses related to derivatives of $152,586 that were recognized in 2020. These gains offset the net interest expense related to debt.

 

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Net income/(loss)

 

Net loss increased by 2378% or $791,324 from Q1-Q3 2021 to Q1-Q3 2020 with GTX posting a profit of $33,278 in 2020. The 2020 profit was mostly attributable to the large gains recognized in sales from marketable securities, the extinguishment of debt and derivatives, reductions in debt and interest, and from the increased sales of our health and safety products. The 2021 revenues continue to be affected by worldwide supply chain delays which has led to below than expected revenues.

 

Liquidity and Capital Resources

 

As of September 30, 2021, we had $293,521 of cash and cash equivalents, and a working capital deficit of $2,416,934, compared to $76,912 of cash and cash equivalents and a working capital deficit of $2,894,105 as of December 31, 2020. The 20% or $477,171 reduction in negative working capital is a direct result of the Company’s efforts to reduce debt, increase inventory and having more cash and assets on-hand.

 

During the nine months ended September 30, 2021, our net loss was $758,046 compared to a net profit was $33,278 for the nine months ended September 30, 2020. Net cash used in operating activities for the nine months of 2021 and the nine months of 2020 was $378,026 and $416,016, respectively.

 

Net cash used in investing activities during the nine months ended September 30, 2021 was $63,242 and consisted of proceeds totaling $1,258 received from the sale of marketable securities and $64,500 in developments cost assets.

 

Net cash used by financing activities during the nine months ended September 30, 2021 was $657,877 and consisted of $17,123 in upon our lines of credit and loans, and $675,000 received from financings. During the nine months ended September 30, 2020, net cash provided by financing activities was $372,044 and consists of proceeds totaling $139,319 received from the line of credit, $250,000 from financings, $227,870 from government fundings as well as a $245,145 in payments on convertible notes and the line of credit. This reduction in additional financings is directly related to the Company not relying on convertible notes for financings, no new convertible notes issued, and the paying down of its debt in either the nine months ended September 30, 2021 or September 30, 2020.

 

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 2021, although the amount of revenues we receive in 2021 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 2021. 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 2021. 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 third quarter of 2021 we have not needed 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 $2,569,529 and negative working capital of $2,416,934 as of September 30, 2021 and used cash in operations of $378,026 during the current period then ended. A significant part of our negative working capital position at September 30, 2021 consisted of $737,395, of amounts due to various accredited investors of the Company for convertible promissory notes, loans and a letter 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, 2020 for more information regarding risks associated with our business.

 

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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, 2020.

 

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

 

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 as of the end of the period covered by this report (the “Evaluation Date”). Based upon the evaluation, our principal executive officer and principal financial officer concluded as of the Evaluation Date that our disclosure controls and procedures were not effective. Disclosure controls are controls and procedures designed to reasonably ensure that information required to be disclosed in our reports filed under the Exchange Act, such as this report, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls include controls and procedures designed to reasonably ensure 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.

 

Changes in Internal Controls Over Financial Reporting

 

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

 

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, 2020 10K filing.

 

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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 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.

 

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

 

On January 14, 2021, we issued 1,866,667 in shares of common stock to an investor for converting $24,250 in debt from a convertible note that was issued in the fourth quarter of 2014.

 

On January 22, 2021, we issued 1,050,000 in shares of common stock to an investor for converting $4,914 in debt from a convertible note that was issued in the fourth quarter of 2017.

 

On January 26, 2021, we issued 2,066,667 in shares of common stock to an investor who converted their preferred C shares at a strike price of $0.015.

 

On January 26, 2021, an investor converted 7,000,000 of warrants into 6,805,556 shares of common stock at a strike of $0.0025.

 

On January 26, 2021, an investor converted 6,500,000 of warrants into 6,319,444 shares of common stock at a strike of $0.0025.

 

On January 27, 2021, we issued 2,666,667 in shares of common stock to an investor who converted their preferred C shares at a strike price of $0.015.

 

On January 27, 2021, we issued 790,968 in shares of common stock to an investor for converting $35,000 in debt from a convertible note that was issued in the fourth quarter of 2018.

 

On February 2, 2021, we issued 3,273,704 in shares of common stock to an investor for converting $22,981.39 in debt from three convertible notes that was issued in the fourth quarter of 2017 and first quarter of 2018.

 

On February 4, 2021 we issued 14,166,667 in warrants to three investors as part of their Securities Purchase Agreement, with a strike price of $0.015 and a 5-year term.

 

On February 8, 2021, we issued 1,300,000 in restricted common stock to various consultants and advisors as part of their agreements.

 

On February 8, 2021, we issued 860,383 in shares of common stock to an investor for converting $50,000 in debt from a convertible note that was issued in the fourth quarter of 2018.

 

28

 

 

On February 8, 2021, we issued an additional 1,328,061 in shares of common stock to an investor related to the conversion of $35,000 on January 27, 2021 in debt from a convertible note that was issued in the fourth quarter of 2018.

 

On February 9, 2021, we issued 666,667 in shares of common stock to an investor who converted their preferred C shares at a strike price of $0.015.

 

On February 15, 2021, we issued 1,424,501 in shares of common stock to an investor for converting $10,000 in debt from a convertible note that was issued in the fourth quarter of 2017.

 

On February 17, 2021, we issued 317,380 in shares of common stock to an investor for converting $2,228.01 in debt from a convertible note that was issued in the fourth quarter of 2017.

 

On February 17, 2021, we issued 666,667 in shares of common stock to an investor who converted their preferred C shares at a strike price of $0.015.

 

On February 18, 2021, we issued 1,333,334 in shares of common stock to an investor who converted their preferred C shares at a strike price of $0.015.

 

On March 3, 2021, we issued 1,933,333 in shares of common stock to an investor who converted their preferred C shares at a strike price of $0.015.

 

March 4, 2021, we retired $75,000 in accrued interest and issued equity in the form of common stock of 6,000,000 shares, 3,000,000 issued on March 3, 2021 and another 3,000,000 due in 45 days, which resulted in a gain on the settlement of debt of $65,700.

 

On March 11, 2021, an investor converted 3,500,000 of warrants into 3,354,167 shares of common stock at a strike of $0.0025.

 

On March 11, 2021, an investor converted 6,500,000 of warrants into 6,229,167 shares of common stock at a strike of $0.0025.

 

On April 8, 2021, we issued 5,000,000 in warrants with a strike price of $0.04 and a 3-year term and 150 preferred Series C shares, to two investors as part of their Securities Purchase Agreement, for $150,000 in proceeds.

 

On April14, 2021, we issued 7,350,000 in restricted common stock to various consultants and advisors as part of their agreements.

 

May 12, 2021, we issued the remaining 3,000,000 common shares for the retirement of $75,000 in accrued interest. The was issued as equity in the form of common stock of 6,000,000 shares, 3,000,000 issued on March 4, 2021 and another 3,000,000 due after 45 days, which resulted in a total of $45,000 of accrued interest being settled and a gain on the settlement of debt of $65,700, and a loss on conversion of $131,736.

 

On May 25, 2021, we issued 9,200,000 in shares of common stock to an investor who converted their preferred B shares at a strike price of $0.0025.

 

On May 25, 2021, we issued 9,200,000 in shares of common stock to an investor who converted their preferred B shares at a strike price of $0.0025.

 

On May 28, 2021, we issued 3,333,334 in warrants with a strike price of $0.04 and a 3-year term and 100 preferred Series C shares, to two investors as part of their Securities Purchase Agreement, for $100,000 in proceeds.

 

On September 15, 2021, we issued 200,000 in restricted common stock to a consultant as part of their agreement.

 

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

 

29

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

ITEM 6. EXHIBITS.

 

(a) Exhibits

 

31.1   Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act
     
31.2   Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act
     
32.1   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act
     
32.2   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act
     
101.INS   Inline XBRL Instance Document
     
101.SCH   Inline XBRL Taxonomy Extension Schema
     
101.CAL   Inline XBRL Taxonomy Extension Calculation
     
101.DEF   Inline XBRL Taxonomy Extension Definition
     
101.LAB   Inline XBRL Taxonomy Extension Label
     
101.PRE   Inline XBRL Taxonomy Extension Presentation
     
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

30

 

 

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
     
Date: November 15, 2021 By:  /s/ ALEX MCKEAN
    Alex McKean,
    Chief Financial Officer (Principal Financial Officer)

 

Date: November 15, 2021 By:  /s/ PATRICK BERTAGNA
    Patrick Bertagna,
    Chief Executive Officer

 

31

 

 

EXHIBIT 31.1

 

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

 

I, Patrick E. Bertagna, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of GTX Corp for the period ended September 30, 2021;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 15, 2021

 

  /s/ PATRICK E. BERTAGNA  
Name: Patrick E. Bertagna  
Its: Chief Executive Officer (Principal Executive Officer)  

 

 

 

 

 

EXHIBIT 31.2

 

CERTIFICATIONS PURSUANT TO

SECTION 302 OF

THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

 

I, Alex McKean, certify that:

 

1. I have reviewed this Quarterly Report on Form 10-Q of GTX Corp for the period September 30, 2021;

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:

 

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

 

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

 

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: November 15, 2021

 

  /s/ ALEX MCKEAN  
Name: Alex McKean  
Its: Chief Financial Officer (Principal Financial Officer)  

 

 

 

 

 

EXHIBIT 32.1

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of GTX Corp (the “Company”) on Form 10-Q, for the period ended September 30, 2021 as filed with the Securities and Exchange Commission, I, Patrick E. Bertagna, President, Chief Executive Officer and Chairman of the Board of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: November 15, 2021

 

  /s/ PATRICK E. BERTAGNA  
Name: Patrick E. Bertagna  
Its: Chief Executive Officer (Principal Executive Officer)  

 

 

 

 

 

EXHIBIT 32.2

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

In connection with the Quarterly Report of GTX Corp (the “Company”) on Form 10-Q, for the period ended September 30, 2021 as filed with the Securities and Exchange Commission, I, Alex McKean, Interim Chief Financial Officer, Treasurer and Secretary of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: November 15, 2021

 

  /s/ ALEX MCKEAN  
Name: Alex McKean  
Its: Chief Financial Officer (Principal Financial Officer)