UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15 (d) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

January 11, 2021

Date of Report (Date of earliest event reported)

 

GTX Corp

(Exact Name of Registrant as Specified in Its Charter)

 

Nevada   000-53046   98-0493446
(State or Other Jurisdiction of
Incorporation or Organization)
  (Commission
File Number)
  (I.R.S. Employer
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

 

N/A
(Former Name or former Address, if Changed Since Last Report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

  [  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
     
  [  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
     
  [  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
     
  [  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
N/A   N/A   N/A

 

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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. [  ]

 

 

 

 

 

 

Item 4.01

Changes in Registrant’s Certified Public Accountant

 

  (a) Dismissal of Weinberg & Company P.A. (“Weinberg”), Certified Public Accountants

 

  (i) On January 14, 2021, Weinberg & Company P.A. (“Weinberg”) was dismissed as the Company’s independent registered public accounting firm. Weinberg had served as the Company’s independent registered public accounting firm since 2018.
     
  (ii) Weinberg’s audit reports on the financial statements of the Company for the fiscal years ended December 31, 2019 and 2018 contained no adverse opinion or disclaimer of opinion, nor were they qualified as to uncertainty, audit scope or accounting principles except that such reports included an explanatory paragraph describing the uncertainty of the Company’s ability to continue as a going concern,
     
  (iii) The dismissal of Weinberg was agreed to by the GTX Board of Directors and Audit Committee on January 14, 2021.
     
  (iv) During the fiscal years ended December 31, 2019 and 2018, and through January 14, 2021, there were no “disagreements” (as such term is defined in Item 304 of Regulation S-K) or reportable events ( as described under Item 304(a)(1)(v) of Regulation S-K) with Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to their satisfaction, would have caused Weinberg to make reference to the subject matter of the disagreement in connection with its reports.
     
  (v) The Company provided Weinberg with its disclosures in the Current Report on Form 8-K disclosing the dismissal of Weinberg and requested in writing that Weinberg furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not they agree with such disclosures. Weinberg’s response is filed as an exhibit to this Current Report on Form 8-K.

 

  (b) Appointment of M&K CPAS, PLLC (“M&K”), Certified Public Accountants

 

  (i) Following a careful deliberation and competitive process among various accounting firms, on January 11, 2021, the Company’s Board of Directors and Audit Committee approved the engagement of M&K as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2020, effective January 11, 2021.
     
  (ii) Prior to retaining M&K, the Company did not consult with M&K regarding either: (i) the application of accounting principles to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event” (as those terms are defined in Item 304 of Regulation S-K).

 

ITEM 9.01 EXHIBITS

 

EXHIBIT NUMBER   DESCRIPTION
     
16   Letter from Weinberg & Company P.A.’s to the Securities and Exchange Commission, dated January 18, 2021.

 

 

 

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereto duly authorized.

 

January 19, 2021 GTX Corp.
     
  By: /s/ Patrick Bertagna
  Name:  Patrick Bertagna
  Title: Chief Executive Office

 

 

 

 

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