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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 June 30, 2022

 

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: 247,107,241 common shares issued and outstanding as of August 12, 2022.

 

 

 

     

 

 

GTX CORP AND SUBSIDIARIES

For the quarter ended June 30, 2022

FORM 10-Q

 

    PAGE NO.
PART I. FINANCIAL INFORMATION  
     
Item 1. Condensed Financial Statements 3
     
  Condensed Consolidated Balance Sheets at June 30, 2022 (unaudited) and December 31, 2020 (unaudited) 3
  Condensed Consolidated Statements of Operations for the three and six months ended June 30, 2022 and 2021 (unaudited) 4
  Condensed Consolidated Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 (unaudited) 5
  Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited) 7
  Notes to Condensed Consolidated Financial Statements (unaudited) 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 21
     
Item 3. Quantitative and Qualitative Disclosures About Market Risk 28
     
Item 4. Controls and Procedures 28
     
PART II. OTHER INFORMATION 28
     
Item 1. Legal Proceedings 28
     
Item 1A. Risk Factors 28
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29
     
Item 3. Defaults Upon Senior Securities 29
     
Item 4. Mine Safety Disclosures 29
     
Item 5. Other Information 29
     
Item 6. Exhibits 30
     
  Signatures 31

 

2

 

 

PART I

 

ITEM 1. FINANCIAL STATEMENTS

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

 

                 
    June 30, 2022     December 31, 2021  
    (Unaudited)        
ASSETS                
Current assets:                
Cash and cash equivalents   $ 61,135     $ 138,342  
Accounts receivable, net     9,143       13,735  
Inventory     80,517       98,258  
Investment in marketable securities     1,190       2,465  
Other current assets     22,274       55,016  
Total current assets     174,259       307,816  
                 
Property and equipment, net     75,791       92,461  
                 
Total assets   $ 250,050     $ 400,277  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT                
Current liabilities:                
Accounts payable   $ 122,272     $ 182,610  
Accrued expenses     345,814       327,293  
Accrued expenses, related parties     862,928       839,810  
Deferred revenues     19,100       37,350  
Short-term debt – line of credit     32,000       21,715  
Short-term debt - Care loans     5,347       74,953  
Convertible promissory notes, past due     858,000       758,000  
Convertible notes, related parties, net of discount     889,109       976,545  
Notes payable     33,130       40,640  
Total current liabilities     3,157,700       3,136,981  
                 
Long-term debt - CARE loan, net of current     144,653       142,917  
                 
Total liabilities     3,302,353       3,279,898  
                 
Commitments and contingencies     -          
                 
Stockholders’ deficit:                
Preferred stock series A, $0.001 par value; 1,000,000 shares authorized; 1,000,000 shares issued and outstanding at June 30, 2022 and December 31, 2021     100       100  
Preferred stock series B, $0.001 par value; 10,000 shares authorized, 180 and 180 issued and outstanding at June 30, 2022 and December 31, 2021, respectively     -       -  
Preferred stock series C, $0.001 par value; 1,000 shares authorized, 675 and 675 issued and outstanding at June 30, 2022 and December 31, 2021, respectively     1       1  
Common stock, $0.0001 par value; 2,071,000,000 shares authorized; 247,107,241 and 224,502,479 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively     24,710       22,450  
Additional paid-in capital    

23,396,878

      23,151,212  
Accumulated deficit     (26,473,992 )     (26,053,384 )
Total stockholders’ deficit     (3,052,303 )     (2,879,621 )
Total liabilities and stockholders’ deficit   $ 250,050     $ 400,277  

 

See accompanying notes to condensed consolidated financial statements.

 

3

 

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

 

    2022     2021     2022     2021  
    Three Months Ended June 30,     Six Months Ended June 30,  
    2022     2021     2022     2021  
Product sales   $ 31,245     $ 112,656     $ 163,925     $ 284,989  
Service income     33,157       46,948       68,992       105,135  
Total revenues     64,402       159,604       232,917       390,124  
                                 
Cost of products sold     35,989       29,959       123,934       142,054  
Cost of other revenue     5,973       18,360       12,891       53,427  
Total cost of goods sold     41,962       48,319       136,825       195,643  
                                 
Gross margin     22,440       111,285       96,092       194,643  
                                 
Operating expenses:                                
Wages and benefits     131,323       120,159       255,088       246,962  
Professional fees     77,177       97,789       175,339       197,961  
Sales and marketing expenses     5,058       59,803       15,599       69,738  
General and administrative     27,292       41,648       88,399       89,701  
                                 
Total operating expenses     240,850       319,399       534,425       604,361  
                                 
Income/(loss) from operations     (218,410 )     (208,114 )     (438,333 )     (409,719 )
                                 
Other income/(expenses):                                
Gain/(loss) on settlement of debt     -       -       -       (66,036 )
Gain/(loss) on marketable securities     (180 )     (1,086 )     (1,275 )     682  
Amortization of debt discount     (6,316 )     -       (12,563 )     -  
Grant from Care loans     -       -       67,870       -  
Interest imputed on related party notes     -     (30,705 )     -       (30,705 )
Interest expense and financing costs     (1,317 )     (15,579 )     (36,307 )     (40,138 )
                                 
Total other income/(expenses)     (7,813 )     (47,370 )     17,725       (136,197 )
                                 
Net income/(loss)     (226,223 )     (255,488 )     (420,608 )     (545,915 )
                                 
Deemed dividend to series-B preferred stockholders     -       -       -       -  
Deemed dividend to series-C preferred stockholders     -       (250,000 )     -       (675,000 )
                                 
Net income/(loss) attributable to common shareholders   $ (226,223 )   $ (505,488 )   $ (420,608 )   $ (1,220,915 )
                                 
Weighted average number of common shares outstanding - basic and diluted     245,718,753       204,836,548       240,638,838       184,573,105  
                                 
Net income/(loss) per common share - basic and diluted   $ 0.00     $ 0.00     $ 0.00     $ 0.00  

 

See accompanying notes to condensed consolidated financial statements.

 

4

 

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

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

 

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

 

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

 

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

 

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

 

5

 

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

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

 

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

 

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

 

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

 

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

 

See accompanying notes to condensed consolidated financial statements.

 

6

 

 

GTX CORP AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

                 
    Six Months Ended June 30,  
    2022     2021  
Cash flows from operating activities                
Net income / (loss)   $ (420,608 )   $ (545,915 )
Adjustments to reconcile net income / (loss) to net cash used in operating activities:                
Depreciation and amortization     16,670       1,728  
Change in fair value of marketable securities     1,275       (682 )
Stock based compensation     72,926       252,225  
Grant from CARE loans     (67,870 )     -  
Amortization of debt discount     12,563       -  
Issuance of common stock for financings    

-

     

3,275

 
Loss on the settlement of debt and accrued interest     -       66,036  
Fair value of warrants issued for services     -       2,340  
Imputed interest on related party notes     -       30,705  
Changes in operating assets and liabilities:                
Accounts receivable     4,592       (15,083 )
Inventory     17,740       1,267  
Other current and non-current assets     32,743       (125,388 )
Accounts payable and accrued expenses     2,538       28,307  
Accrued expenses - related parties     75,883       90,393  
Deferred revenues     (18,150 )     (5,950 )
                 
Net cash used in operating activities     (269,697 )     (243,364 )
                 
Cash flows from investing activities                
PP&E purchases     -       (64,500 )
Proceeds from the sale of marketable securities     -       1,258  
                 
Net cash used in investing activities     -       (63,242 )
                 
Cash flows from financing activities                
Proceeds from line of credit     34,180       -  
Proceeds from issuance of preferred stock     -       675,000  
Proceeds from the exercise of warrants     25,000       -  
Proceeds from Reg A     150,000       -  
Borrowings on debt     25,000       -  
Payments on notes     (7,510 )     -  
Payments on line of credit     (9,180 )     -  
Payments on debt     (25,000 )     (16,293 )
                 
Net cash provided by financing activities     192,490       658,707  
                 
Net change in cash and cash equivalents     (77,207 )     352,101  
                 
Cash and cash equivalents, beginning of period     138,342       76,912  
                 
Cash and cash equivalents, end of period   $ 61,135     $ 429,013  
                 
Supplemental disclosure of cash flow information:                
Income taxes paid   $ -     $ -  
Interest paid   $ -     $ 531  
                 
Supplemental disclosure of noncash investing and financing activities:                
Issuance of common stock for conversion of debt and interest   $ -     $ 194,373  
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 SIX MONTHS ENDED JUNE 30, 2022 AND 2021

(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 six months ended June 30, 2022 are not necessarily indicative of the results that may be expected for the year ending December 31, 2022. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2021, which are included in our Annual Report on Form 10-K.

 

The accompanying consolidated financial statements reflect the accounts of GTX Corp 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 $3,052,303 and negative working capital of $2,983,441 as of June 30, 2022 and used cash in operations during the period then ended. The Company anticipates further losses in the development of its business. These factors raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan until such time as revenues and related cash flows are sufficient to fund our operations.

 

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, 2021. The Company’s financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result from the possible inability of the Company to continue as a going concern.

 

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

 

2. SIGNIFICANT ACCOUNTING POLICIES

 

Revenue Recognition

 

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

 

The Company does not have any significant contracts with customers requiring performance beyond delivery, and contracts with customers contain no incentives or discounts that could cause revenue to be allocated or adjusted over time. Shipping and handling activities are performed before the customer obtains control of the goods and therefore represent a fulfillment activity rather than a promised service to the customer. Revenue and costs of sales are recognized when control of the products transfers to our customer, which generally occurs upon shipment from our facilities. The Company’s performance obligations are satisfied at that time.

 

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

 

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

 

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

 

Product sales

 

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

 

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 periods ended June 30, 2022 and June 30, 2021, the Company did not recognize any licensing revenue.

 

Disaggregation of Net Sales

 

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

    June 30, 2022     June 30, 2021  
Product sales   $ 163,925     $ 284,989  
Service income     68,992       105,135  
IP and consulting income     -       -  
Total   $ 232,917     $ 390,124  

 

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

 

    June 30, 2022     June 30, 2021  
B2B   $ 205,450     $ 98,184  
B2C     27,467       290,823  
Military     -       1,117  
IP     -       -  
Total   $ 232,917     $ 390,124  

 

Allowance for Doubtful Accounts

 

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

 

10

 

 

Shipping and Handling Costs

 

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

 

Product Warranty

 

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

 

Use of Estimates

 

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

 

Fair Value Estimates

 

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

 

  Level 1 - Inputs are unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date.
     
  Level 2 - Inputs (other than quoted prices included in Level 1) are either directly or indirectly observable for the asset or liability through correlation with market data at the measurement date and for the duration of the asset/liability’s anticipated life.
     
  Level 3 - Inputs reflect management’s best estimate of what market participants would use in pricing the asset or liability at the measurement date. Consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model.

 

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

 

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Concentrations

 

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

 

As of June 30, 2022, the Company had four customers representing approximately 38%, 14%, 10% and 9% of sales, respectively (of the 38% in receivables represents, this represents sales made through our online store and consists of approximately 2,000 different customers), and four customers representing approximately 23%, 7%, 7% and 6% of total accounts receivable, respectively (excluding related party payables).

 

As of June 30, 2021, the Company had three customers representing approximately 80%, 7% and 2% of sales, respectively, and three customers representing approximately 22%, 19% and 9% of total accounts receivable, respectively (of the 80% this represents all sales made through our online store and consists of approximately 2,000+ different customers).

 

Stock-based Compensation

 

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

 

Marketable Securities

 

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

 

Derivative Liabilities

 

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

 

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

 

Net Loss Per Common Share

 

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

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

 

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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 $0.02 per share, or an aggregate value of $850 as of the period ended June 30, 2022. As such, the Company recorded no change in market value during the six months ended June 30, 2022, in its statement of operations.

 

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

 

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

 

During the six months ended June 30, 2022, 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 had a market value of $340 as of June 30, 2022, as such, the Company recorded a change in the fair value of the shares, resulting in a net loss from the investment in Inpixon shares of $1,700 during the current period ended June 30, 2022.

 

4. INVENTORY

 

Inventories consist of the following:

    June 30, 2022     December 31, 2021  
Raw materials   $ 38,820     $ 71,936  
Finished goods     41,697       25,322  
Total Inventories   $ 80,517     $ 98,258  

 

5. PROPERTY AND EQUIPMENT

 

Property and equipment, net, consists of the following:

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

 

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

 

6. NOTES & LOANS PAYABLE

 

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

    June 30,
2022
    December 31, 2021  
(a) Term loan   $ 33,130     $ 40,640  
(b) Revolving line of credit     7,000       7,000  
(b) Revolving line of credit    

25,000

     

-

 
(c) CARE loans     10,417       74,953  
Total   $ 75,547     $ 122,593  

 

(a) Term loans

 

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

 

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

 

(b) Lines of Credit

 

The Company obtained a revolving line of credit agreement with an accredited investor of $500,000 during 2018. There were three borrowings against the line as of December 31, 2018 for aggregate borrowings of $65,000 and two borrowing in 2019 for $65,000 for a total of $130,000. During the period ended December 31, 2020, the Company repaid $76,000 in principal and all of its accrued interest of $4,204, resulting in a balance due of $22,000 as of December 31, 2020. During the period ended December 31, 2021, the Company repaid $10,000 in principal and all of its interest of $560, as incurred, resulting in a balance due of $7,000 as of June 30, 2022.

 

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

 

The Company also has an unsecured line of credit, guaranteed by its CEO, with its business bank, Union Bank, whereby funds can be borrowed at a revolving adjustable rate of 2 points over prime, currently 5.25%, with a max borrowing amount of $100,000. The balance at December 31, 2021 and June 30, 2022 was $0 and $25,000, with $25,000 having been borrowed and $0 paid back in the June 30, 2022 period.

 

(c) CARE Loans

 

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

 

7. CONVERTIBLE PROMISSORY NOTES – PAST DUE

 

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

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

 

  a) Included in Convertible Notes - with fixed conversion terms, are loans provided to the Company from various investors These notes carry simple interest rates ranging from 0% to 12% per annum and with terms ranging from 1 to 2 years. In lieu of the repayment of the principal and accrued interest, the outstanding amounts are convertible, at the option of the note holder, generally at any time on or prior to maturity and automatically under certain conditions, into the Company’s common shares at $0.015 to $0.30 per share. These notes became due in 2017 and prior, and are currently past due.

 

15

 

 

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

During the six months ended June 30, 2022, an additional $100,000 of the Company’s executive notes were transferred to third parties for cash. The transferred notes had no change in terms thus no resulting gain or loss on the extinguishment and transfer. As per the original terms the notes bear a 10% annual interest rate, gives the holder the right, but not the obligation to convert up to 50% of the amount advanced and accrued interest into shares, warrants or options of common or preferred stock of the Company at fixed rate of $0.01 per share. As of December 31, 2021, and June 30, 2022 $688,000 of these convertible notes are currently past due, with no associated penalties.

 

8. CARE Loans

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

 

(a) Paycheck Protection Program Loan

 

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

 

During the period ended June 30, 2022, the Company received notification that the loan was forgiven, and as such, $68,870 of principal has been recognized on the income statement under other income, as of June 30, 2022.

 

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(b) Economic Injury Disaster Loan

 

On June 10, 2020, the Company executed a secured loan with the U.S. Small Business Administration (SBA) under the Economic Injury Disaster Loan program in the amount of $150,000. The loan is secured by all tangible and intangible assets of the Company and payable over 30 years at an interest rate of 3.75% per annum. Installment payments, including principal and interest, were supposed to start on June 10, 2021, but as of December 31, 2021 there has been no formal indication on whether this loan will be forgiven and no specific instructions have been received to-date from the SBA on how to proceed. As part of the loan, the Company also received an advance of $10,000 from the SBA. While the SBA refers to this program as an advance, it was written into law as a grant. This means that the amount given through this program does not need to be repaid and has been recognized as Other Income.

 

As of June 30, 2022, the Company calculated that 13 months of the 360 periods on the 30-year loans should be considered short-term (months since installment plan was supposed to begin), and as such $5,347 is considered short-term liabilities, has accrued interest on the loan of $12,188 as of June 30, 2022, or until the Company has received more definitive correspondence related to any potential forgiveness.

 

9. RELATED PARTY TRANSACTIONS

 

Convertible Notes Due to Related Parties

 

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

 

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

 

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

 

Accrued wages and costs - In order to preserve cash for other working capital needs, various officers, members of management, employees and directors agreed to defer portions of their wages and sometimes various out-of-pocket expenses since 2011. As of June 30, 2022, and December 31, 2021, the Company owed $449,773 and $391,743, respectively, for such deferred wages and other expenses owed for other services which are included in the accrued expenses – related parties on the accompanying balance sheet.

 

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

 

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11. EQUITY

 

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

 

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, the Series A Preferred Stock shall, collectively, at all times have super-majority voting power equal to two-thirds (2/3rds) of the votes available to be cast on any matter subject to a shareholder vote. The subject preferred stock lacks any dividend rights, does not have liquidation preference, and is not convertible into common stock. During the year ended December 31, 2018, the Company issued one million Series A preferred shares to certain officers and board members.

 

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

 

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

 

Preferred Stock – Series B

 

During the year ended December 31, 2019, the Company authorized 10,000 shares of preferred stock to be designated available for Series B preferred shares that have a value of $1,000 each and are convertible into common shares at fixed price of $0.0025. Holders shall be entitled to receive, and the Company shall pay, dividends on shares of Series B Preferred Stock equal (on an as-if-converted-to-Common-Stock basis) to and in the same form as dividends actually paid on shares of the Common Stock when, as and if such dividends are paid on shares of the Company’s Common Stock. No other dividends shall be paid on shares of Series B Preferred Stock, and they shall have no voting rights and have liquidation preference. During the year ended December 31, 2019, the Company issued 150 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 December 31, 2021, the two accredited investors converted 70 Series B preferred shares into 28,000,000 common shares at the conversion price of $0.0025.

 

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.

 

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

 

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

 

Common Stock

 

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

 

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

 

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

 

Common Stock Warrants

 

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

 

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

    Exercise
Price $
    Number of Warrants  
Outstanding and exercisable at December 31, 2021     0.0025 0.04       49,250,000  
Warrants exercised     0.0025       (10,000,000 )
Warrants granted     -       -  
Warrants expired     -       -  
Outstanding and exercisable at June 30, 2022     0.0025 - 0.04       39,250,000  

 

Stock Warrants as of June 30, 2022  
Exercise     Warrants     Remaining     Warrants  
Price     Outstanding     Life (Years)     Exercisable  
$ 0.0025       6,500,000       2.64       6,500,000  
$ 0.015       10,250,000       1.59       10,250,000  
$ 0.04       22,500,000       2.28       22,500,000  

 

During the period ended June 30, 2022, the Company issued 10,000,000 shares of common stock with a fair value of $25,000 at the date grant for the cash conversion of 10,000,000 warrants with a strike price of $0.0025.

 

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

 

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Common Stock Options

 

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

 

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

 

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

 

12. COMMITMENTS & CONTINGENCIES

 

Bonuses

 

The Company has an employment agreement with its CEO which, among other provisions, provide for the payment of a bonus, as determined by the Board of Directors, in amounts ranging from 15% to 50% of the executive’s yearly compensation, to be paid in cash or stock at the Company’s sole discretion, if the Company has an increase in year over year revenues and the Executive performs his duties (i) within the time frame budgeted for such duties and (ii) at or below the cost budgeted for such duties. No such bonuses were declared or accrued during the periods ending June 30, 2022 or 2021.

 

Contingencies

 

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

 

Covid-19

 

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

 

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

 

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

 

13. SUBSEQUENT EVENTS

 

None.

 

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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 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.

 

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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”) network of resellers, affiliates, distributors, nonprofit organizations, local, state, and federal government agencies, police departments, manufacturers reps and retailers, and direct business to consumer (“B2C”). Offering a variety of electronic and non-electronic devices and equipment, a proprietary Internet of things (“IoT”) enterprise monitoring platform and a licensing subscription business model. The Company provides a complete end to end solution of hardware, middleware, apps, connectivity, licensing, and professional services, letting our customers know where or how someone, or something, is at the touch of a button, delivering safety, security, and peace of mind in real-time. Except for our military products and medical protective equipment, all of our consumer and enterprise tracking products funnel into the GTX Corp IoT monitoring platform which supports end user customers in over 35 countries. The Company is also in the business of licensing intellectual property and monetizing its patent portfolio.

 

Overview

 

During the second quarter of 2022, we focused on ramping up production for our GPS SmartSoles, getting all of our international distributors back online and fulfilling their backorders, finishing our new NFC product which we expect to launch in Q3 2022, continued to support the Endstate NFC/NFT rollout, and attended the LD Micro conference to meet with investors and discuss our REG A, which is priced above market at $.03.

 

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

 

22

 

 

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

 

We remain optimistic that COVID-19 pandemic is behind us. However, we still have some inventory on hand and solid relationships with our vendors so as long as there is demand we will be ready to serve our customers. Our focus continues to be on ramping up sales of the new SmartSoles, NFC products, other medical wearable devices, A.I. and IP licensing. Health & Safety, Track & Trace. Everyone wants to be healthy, live better and longer, and know where someone or something is and has been. We believe we are in a position to monetize from these trends and keep hearing from many of our B2B customers and international distributors that they want more wearable solutions and technology to serve the medical community.

 

Results of Operations

 

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

 

Three Months Ended June 30, 2022 (“Q2 2022”) Compared to the Three Months Ended June 30, 2021 (“Q2 2021”)

 

    Three Months Ended June 30,  
    2022     2021  
    $     % of Revenues     $     % of Revenues  
                         
Product sales     31,245       49 %     112,656       71 %
Service income     33,156       51 %     46,947       29 %
IP royalties     -       0 %     -       0 %
Total revenues     64,401       100 %     159,603       100 %
Cost of products sold     35,989       56 %     29,959       19 %
Cost of service revenue     5,973       9 %     18,360       12 %
Cost of licensing revenue     -       0 %     -       0 %
Cost of goods sold     41,962       65 %     48,319       30 %
Gross profit     22,440       35 %     111,284       70 %
                                 
Operating expenses:                                
Wages and benefits     131,323       204 %     120,160       75 %
Professional fees     77,177       120 %     97,790       61 %
Sales and marketing expenses     5,058       8 %     59,802       37 %
General and administrative     27,292       42 %     41,650       26 %
Total operating expenses     240,850       374 %     319,402       200 %
                                 
Gain/(loss) from operations     (218,410 )     -339 %     (208,118 )     -130 %
                                 
Other (expense)/income, net     (7,813 )     -12 %     (47,370 )     -30 %
Net income/(loss)     (226,223 )     -351 %     (255,488 )     -160 %

 

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Revenues

 

Revenues were $64,401 for the Q2 2022 as compared to $159,603 for the Q2 2021, representing a decrease of 60%, This decrease was primarily driven from transitioning out of direct-to-consumer PPE sales during Covid into our core B2B business.

 

During Q2 2022, the Company’s customer base and revenue streams were comprised of approximately 88.21% B2B (Wholesale Distributors and Enterprise Institutions), 11.79% 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.

 

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

 

Cost of goods sold

 

Cost of goods sold were $41,962 for the Q2 2022 compared to $48,319 for the Q2 2021, representing a decrease of 13%. This decrease was primarily due to the shift from COVID related PPE’s with less margins, to the higher margin 4G SmartSoles and the increase in recurring fees.

 

We expect our margins to increase in 2022 once we start ramping up our subscriptions and licensing and sell more of our proprietary products like our SmartSoles, where we have no competition. Our overall gross margin was slightly lower in 2021, predominately because most of our revenues came from product sales which require competitive pricing, and that includes shipping charges. In order to be competitive with the major online retailers (many of them include free shipping) we had to reduce our shipping charges to be in line with competitors.

 

Wages and benefits

 

Wages and benefits increased $11,163, or 9%, in Q2 2022 as compared to Q2 2021. This increase was primarily the result of one of our executive sales staff taking on more duties as we transition back into our core GPS and SmartSole business.

 

Professional fees

 

Professional fees consist of costs attributable to consultants and contractors who primarily spend their time on legal, accounting, product development, business development, corporate advisory services and shareholder communications. Such costs decreased $20,611 or 21% in Q2 2022 as compared to in Q2 2021. Even though some professional fees have decreased as more responsibilities were transferred from outside contractors and consultants to in-house personnel. Those fees related to investor relations and business development have increased due to new products lines and the impending release of the company’s updated SmartSole products.

 

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Sales and marketing expenses

 

Sales and marketing expenses decreased by 92% or $54,744 in Q2 2022 in comparison to Q2 2021. This decrease was primarily due to a large Company awareness campaign in 2021 compared to 2022.

 

General and administrative

 

General and administrative costs in Q2 2022 decreased by $14,358 or 34% in comparison to Q2 2021, mostly due to adjustments to prior period accruals.

 

Other income/(expense), net

 

Other expense, net decreased 84% or $39,556 in Q2 2022 compared to Q2 2021. This decrease was primarily as a result of decrease in the amortization of debt discounts and $34,191 in recovery of EDD payments during Covid.

 

Net income/(loss)

 

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

 

Six Months Ended June 30, 2022 (“Q1 and Q2 2022”) Compared to the Six Months Ended June 30, 2021 (“Q1 and Q2 2021”)

 

    Six Months Ended June 30,  
    2022     2021  
    $     % of Revenues     $     % of Revenues  
                         
Product sales     163,925       70 %     284,989       73 %
Service income     68,992       30 %     105,135       27 %
IP royalties     -       0 %     -       0 %
Total revenues     232,917       100 %     390,124       100 %
Cost of products sold     123,934       53 %     142,054       36 %
Cost of service revenue     12,891       6 %     53,427       14 %
Cost of licensing revenue     -       0 %     -       0 %
Cost of goods sold     136,824       59 %     195,481       50 %
Gross profit     96,092       41 %     194,643       50 %
                                 
Operating expenses:                                
Wages and benefits     246,962       110 %     246,962       63 %
Professional fees     197,960       75 %     197,960       51 %
Sales and marketing expenses     69,738       7 %     69,738       18 %
General and administrative     88,399       38 %     89,701       23 %
Total operating expenses     534,425       229 %     604,361       155 %
                                 
Gain/(loss) from operations     (438,333 )     -188 %     (409,718 )     -105 %
                                 
Other (expense)/income, net     17,725       8 %     (136,197 )     -35 %
Net income/(loss)     (420,608 )     -181 %     (545,915 )     -140 %

 

25

 

 

Revenues

 

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

 

Cost of goods sold

 

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

 

Wages and benefits

 

Wages and benefits during Q1 and Q2 2022 increased by 3% or $8,126 in comparison to Q1 and Q2 2021, primarily due to employee benefits and conferences.

 

Professional fees

 

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

 

Sales and marketing expenses

 

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

 

General and administrative

 

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

 

Other income/(expense), net

 

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

 

Net income/(loss)

 

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

 

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Liquidity and Capital Resources

 

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

 

During the six months ended June 30, 2022, our net loss was $420,608 compared to a net loss of $545,915 for the six months ended June 30, 2021. Net cash used in operating activities in the six months ended June 30, 2022 and in the six months ended June 30, 2021 was $269,697 and $243,364, respectively.

 

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

 

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

 

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

 

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

 

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

 

Going Concern

 

The consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has stockholders’ deficit of $3,052,303 and negative working capital of $2,983,441 as of June 30, 2022 and used cash in operations of $269,697 during the current period then ended. A significant part of our negative working capital position at June 30, 2022 consisted of $923,130, 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, 2021 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, 2021.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

ITEM 4. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

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

 

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

 

Based on the evaluation as of June 30, 2022, for the reasons set forth below, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS.

 

None.

 

ITEM 1A. RISK FACTORS.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES.

 

Not applicable.

 

ITEM 5. OTHER INFORMATION.

 

None.

 

29

 

 

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

 

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

 

31

 

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