Item 4.01 Changes in Registrant's Certified Public Accountant






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




  (i)   On January 14, 2021, Weinberg & Company P.A. ("Weinberg") was dismissed as
        the Company's independent registered public accounting firm. Weinberg had
        served as the Company's independent registered public accounting firm
        since 2018.

  (ii)  Weinberg's audit reports on the financial statements of the Company for
        the fiscal years ended December 31, 2019 and 2018 contained no adverse
        opinion or disclaimer of opinion, nor were they qualified as to
        uncertainty, audit scope or accounting principles except that such reports
        included an explanatory paragraph describing the uncertainty of the
        Company's ability to continue as a going concern,

  (iii) The dismissal of Weinberg was agreed to by the GTX Board of Directors and
        Audit Committee on January 14, 2021.

  (iv)  During the fiscal years ended December 31, 2019 and 2018, and through
        January 14, 2021, there were no "disagreements" (as such term is defined
        in Item 304 of Regulation S-K) or reportable events ( as described under
        Item 304(a)(1)(v) of Regulation S-K) with Weinberg on any matter of
        accounting principles or practices, financial statement disclosure, or
        auditing scope or procedure, which disagreement, if not resolved to their
        satisfaction, would have caused Weinberg to make reference to the subject
        matter of the disagreement in connection with its reports.

  (v)   The Company provided Weinberg with its disclosures in the Current Report
        on Form 8-K disclosing the dismissal of Weinberg and requested in writing
        that Weinberg furnish the Company with a letter addressed to the
        Securities and Exchange Commission stating whether or not they agree with
        such disclosures. Weinberg's response is filed as an exhibit to this
        Current Report on Form 8-K.




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




  (i)  Following a careful deliberation and competitive process among various
       accounting firms, on January 11, 2021, the Company's Board of Directors and
       Audit Committee approved the engagement of M&K as the Company's independent
       registered public accounting firm for the fiscal year ending December 31,
       2020, effective January 11, 2021.

  (ii) Prior to retaining M&K, the Company did not consult with M&K regarding
       either: (i) the application of accounting principles to a specified
       transaction, either contemplated or proposed, or the type of audit opinion
       that might be rendered on the Company's financial statements; or (ii) any
       matter that was the subject of a "disagreement" or a "reportable event" (as
       those terms are defined in Item 304 of Regulation S-K).




ITEM 9.01 EXHIBITS




EXHIBIT NUMBER   DESCRIPTION

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










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

January 19, 2021 GTX Corp.



                 By:    /s/ Patrick Bertagna
                 Name:  Patrick Bertagna
                 Title: Chief Executive Office

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