10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

Amendment No. 1

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

For the quarterly period ended September 30, 2015

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

Commission File No. 000-53046

GTX Corp
(Exact name of registrant as specified in its charter)
Nevada	98-0493446
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
117 W. 9th Street, Suite 1214, Los Angeles, CA, 90015
(Address of principal executive offices)      (Zip Code)
(213) 489-3019
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year, if changed since last report.)

Indicate by check mark whether the registrant: (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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  X . No .

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

Yes  X . No .

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

Large accelerated filer	.	Accelerated filer	.
Non-accelerated filer	. (Do not check if a smaller reporting company)	Smaller reporting company	X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)    Yes . No  X .

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: 350,683,282 common shares issued and outstanding as of November 16, 2015.

Explanatory Note

GTX Corp (the “Company”) is filing this Amendment No. 1 on Form 10-Q/A (the “Amendment”) to the Company’s quarterly report on Form 10-Q for the period ended September 30, 2015 (the “Form 10-Q”), filed with the Securities and Exchange Commission on November 16, 2015 (the “Original Filing Date”), solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 consists of the following materials from the Company’s Form 10-Q, formatted in XBRL (eXtensible Business Reporting Language):

No other changes have been made to the Form 10-Q. This Amendment speaks as of the Original Filing Date, does not reflect events that may have occurred subsequent to the Original Filing Date, and does not modify or update in any way disclosures made in the Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files attached as Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

2

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	XBRL Instance Document
101.SCH	XBRL Taxonomy Extension Schema
101.CAL	XBRL Taxonomy Extension Calculation
101.DEF	XBRL Taxonomy Extension Definition
101.LAB	XBRL Taxonomy Extension Label
101.PRE	XBRL Taxonomy Extension Presentation

SIGNATURES

In accordance with Section 12 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 on November 21, 2014.

GTX CORP

Date:  November 16, 2015	By:	/s/ ALEX G. MCKEAN      Alex G. McKean, Interim Chief Financial Officer (Principal Financial Officer)
Date:  November 16, 2015	By:	/s/ PATRICK BERTAGNA      Patrick Bertagna, Chief Executive Officer

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SCHEDULE OF DEBT (Tables)

9 Months Ended

Sep. 30, 2015

SCHEDULE OF DEBT (Tables):

Schedule of summary of components of short term borrowings

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

		September 30, 2015		December 31, 2014
Atlantic Note	$	-	$	200,000
Q4 2014 Convertible Notes		201,000		201,000
Q1 2015 Convertible Notes		150,000		-
Q2 2015 Convertible Notes		200,000		-
Q3 2015 Convertible Notes		102,000		-
Total convertible notes		653,000		401,000
Less:  Debt discount		(23,285)		(29,549)
Convertible notes, net of debt discount	$	629,715	$	371,451
Short-term borrowings	$	403,763	$	371,451
Long-term borrowings	$	225,952	$	-
Short-term derivative liabilities	$	-	$	13,490

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ORGANIZATION AND BASIS OF PRESENTATION

9 Months Ended

Sep. 30, 2015

ORGANIZATION AND BASIS OF PRESENTATION:

ORGANIZATION AND BASIS OF PRESENTATION

1.

ORGANIZATION AND BASIS OF PRESENTATION

During the periods covered by these financial statements, GTX Corp and subsidiaries (collectively, the “Company,” “GTX,” or we) owns and operates two subsidiaries engaged in the embedded connectivity (IoT), wireless and wearable technology industries which designs, manufactures and sells various interrelated and complementary products and services in the Personal Location Wearable Technology marketplace.  

GTX owns 100% of the issued and outstanding capital stock of Global Trek Xploration (“GTX California”) and LOCiMOBILE, Inc. Until February 2015, GTX also owned 100% of the issued and outstanding capital stock of Code Amber News Service, Inc. (“CANS”), which it dissolved in February 2015 in order to focus on its core tracking and monitoring business units and the launch by GTX California of the SmartSoles product.

In 2014 the Company made a fundamental shift from being a licensing Company to being a branded provider of a family of technologies and products.  In December of 2014, the Company launched its new suite of the distinct, yet related tracking and monitoring products - (i) Embedded Devices, (ii) Stand Alone Devices and (iii) Digital tracking and monitoring solutions. The Company’s SmartSole line of products falls under the embedded category, the Take–Along Tracker is in the Stand Alone category, and the Track My Work Force (TMWF) Apple and Android App under the Digital category.  Although all three product lines are supported by the GTX IoT platform, the products are marketed to different audiences, ranging from caregivers for those afflicted with memory disorders, to tracking valuable assets (such as drones), to employers wanting to keep track of their sales force or delivery personnel.

GTX California focuses on intellectual property, hardware, software, connectivity, design and development of Cellular, Global Positioning System (“GPS”) and Bluetooth Low Energy (“BLE”) monitoring and tracking solutions by providing real-time tracking of the whereabouts of people and high valued assets. Utilizing a miniature quad band GPRS transceiver, antenna, circuitry, battery and inductive charging pad our technology can be customized, configured and integrated into numerous products and form factors 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 IP portfolio of patents, patents pending, registered trademarks, copyrights, URLs and a library of software source code.  LOCiMOBILE, Inc., has been at the forefront of Smartphone application (“App”) development since 2009. 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.

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 (“SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position and results of operations have been included.  Our operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2014, 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 unaudited 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 incurred net losses of $889,948 and $1,605,702 for the nine months ended September 30, 2015 and 2014, respectively, has incurred losses since inception resulting in an accumulated deficit of $18,129,303 as of September 30, 2015, and has negative working capital of $925,561 as of September 30, 2015.   The Company anticipates further losses in the development of its business.

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 obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, or its attainment of profitable operations are necessary for the Company to continue operations. 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.

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Short-term Borrowings (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Short-term Borrowings details
Atlantic Note		$ 200,000
Q4 2014 Convertible Notes	$ 201,000	201,000
Q1 2015 Convertible Notes	150,000
Q2 2015 Convertible Notes	200,000
Q3 2015 Convertible Notes	102,000
Total convertible notes	653,000	401,000
Less: Debt discount	(23,285)	(29,549)
Convertible notes, net of debt discount	629,715	371,451
Short-term borrowings	403,763	371,451
Long-term borrowings	$ 225,952
Short-term derivative liabilities		$ 13,490

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EQUITY

9 Months Ended

Sep. 30, 2015

EQUITY:

EQUITY

5. EQUITY

Common Stock

On January 7, 2015, we issued 4,000,000 shares of common stock (valued at $96,000) to an investment consulting firm for services which had been accrued as of December 31, 2014.

On February 5, 2015, we issued 875,000 shares of common stock to investors in connection with of the issuance of the Q4 2014 Convertible Notes that closed in Q1 2015.

On February 5, 2015, we issued a total of 5,950,000 shares of common stock (valued at $59,500) to four consultants for services rendered.  

On February 9, 2015, we issued a total of 5,250,000 shares of common stock (valued at $52,500) to three consultants for services rendered.  Additionally, we issued 250,000 shares of common stock to each of our five Board Members for a total of 1,250,000 shares of common stock (valued at $12,500) for their participation at the 2015 Annual Board meeting held in January 2015.

On March 3, 2015, Atlantic exercised its right to convert the $200,000 Atlantic Note into 12% of the Company’s outstanding shares of common stock as of November 13, 2014.  As a result, the Company issued 22,523,226 share of our common stock, valued at $225,232, to Atlantic as conversion of the $200,000 convertible note plus accrued interest of approximately $13,000.  

On March 5, 2015, we issued 5,000,000 shares of common stock (valued at $80,000) to our patent attorney for payment of accrued expenditures totaling $60,000 at December 31, 2014.

On March 14, 2015, we issued 1,500,000 shares of common stock (valued at $15,000 and recorded in Additional Paid-In Capital as finance costs as of December 31, 2014) to investors in connection with the issuance of the Q4 2014 Convertible Notes that closed in Q1 2015.

On April 10, 2015, we issued 125,000 shares of common stock to a investor in connection with of the issuance of the Q1 2015 Convertible Notes that closed in Q1 2015.

On August 12, 2015 we issued 8,000,000 shares of common stock to an investor, who converted their $120,000 in Convertible Promissory Notes dated February 10, 2015.

On August 20, 2015, we issued  a total of 3,450,000 shares of common stock (valued at $34,500) to four consultants for services rendered.

On August 20, 2015, we issued 5,750,000 shares of common stock (valued at $57,500) to a financial institution for corporate banking and strategic advisory services rendered.

On August 20, 2015, we issued a total of 800,000 shares to of common stock (valued at $8,000) to two employees and three consultants for services rendered.

The Company issued the following shares of common stock during the nine months ended September 30, 2015:

		Value of Shares	Number of Shares
Shares issued for services rendered	$	389,014	29,525,000
Shares issued for accrued expenses		229,438	12,562,500
Shares issued for financing costs		-	125,000
Shares issued for conversion of debt		345,232	30,523,226
Total shares issued	$	963,684	72,735,726

Shares issued for services rendered were to various members of management, the Board of Directors, employees and consultants and are expensed as Stock-Based Compensation in the accompanying consolidated statement of operations.  Shares issued for conversion of debt relate to conversion of the Atlantic Note discussed in Note 4.  

Common Stock Warrants

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

A summary of the Company’s warrant activity and related information is provided below:

	Exercise Price $		Number of Warrants
Outstanding and exercisable at December 31, 2014		0.02		2,000,000
Warrants exercised		-		-
Warrants granted		0.02		4,550,000
Warrants expired		0.02		(2,000,000)
Outstanding and exercisable at September 30, 2015		0.02		4,550,000

Stock Warrants as of September 30, 2015
Exercise	Warrants		Remaining		Warrants
Price	Outstanding		Life (Years)		Exercisable
$0.02		3,300,000		1.84	3,300,000
$0.15		1,250,000		2.41	1,250,000

On August 2, 2015 3,300,000 warrants were issued to two advisors as part of their advisory Agreements dated February 2, 2015. The warrants expire on August 3, 2017 at an exercise price of $0.02.

On August 27, 2015, 1,250,000 warrants were isssues to an accredited investor as part of their Note and Share Purchase Agreement. The warrants expire on February 26, 2018 at an exercise price of $0.015.

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.  After adjusting for expired and estimated pre-vesting forfeitures, options for approximately 2,235,000 shares were still available for grant under the 2008 Plan as of September 30, 2015.

Stock option activity under the 2008 Plan for the nine months ended September 30, 2015 is summarized as follows:

	Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (in years)		Grant Date Fair Value
Outstanding at December 31, 2014	452,493		$0.08	1.09	$	46,901
Options granted	-		-	-		-
Options exercised	-		-	-		-
Options cancelled / forfeited / expired	(452,493)		-	-		(46,901)
Outstanding at September 30, 2015	-	$	0.00	-	$	-
Exercisable at September 30, 2015	-	$	0.00	-	$	-

The Company recognizes option expense ratably over the vesting periods.  As all outstanding options had vested as of December 31, 2012, we have recognized no compensation expense related to options granted under the 2008 Plan during the three and nine months ended September 30, 2015 and 2014.  The Company intends to issue new shares to satisfy share option exercises.

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DEBT

9 Months Ended

Sep. 30, 2015

DEBT

DEBT

4.

DEBT

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

		September 30, 2015		December 31, 2014
Atlantic Note	$	-	$	200,000
Q4 2014 Convertible Notes		201,000		201,000
Q1 2015 Convertible Notes		150,000		-
Q2 2015 Convertible Notes		200,000		-
Q3 2015 Convertible Notes		102,000		-
Total convertible notes		653,000		401,000
Less:  Debt discount		(23,285)		(29,549)
Convertible notes, net of debt discount	$	629,715	$	371,451
Short-term borrowings	$	403,763	$	371,451
Long-term borrowings	$	225,952	$	-
Short-term derivative liabilities	$	-	$	13,490

Short-term convertible notes

Atlantic Agreement and SPA

On July 12, 2013, the Company entered into an Exclusive Manufacturing Agreement (the “Agreement”) with Atlantic Footcare, Inc., a Rhode Island corporation (“Atlantic”) whereby Atlantic would be the Company’s exclusive manufacturer of its new shoe insole to be used with our embedded GPS devices.  In conjunction with the Agreement, on July 24, 2013 (the “Closing”), we also entered into a Security Purchase Agreement (the “SPA”) with Atlantic.  Pursuant to the SPA, Atlantic has committed to purchase (A) a convertible promissory note (the “Atlantic Note”) in the original principal amount of $200,000, accruing 6% interest per annum, and maturing on November 13, 2014, and (B) a warrant to purchase shares of the Company’s common stock, par value $0.001 per share (the “Warrant”).  Atlantic had the right at any time elect to convert all of the entire outstanding principal amount of the Atlantic Note plus the accrued interest into 12% of the Company’s issued and outstanding common stock immediately following the issuance thereof, multiplied by a fraction, the numerator of which is the principal amount of the Atlantic Note then outstanding and the denominator of which is $200,000.  

On March 3, 2015, Atlantic converted the Atlantic Note and Warrant into 12% of the Company’s outstanding shares of common stock, effective as of November 13, 2014.  As a result, the Company issued 22,523,226 share of our common stock, valued at $225,232, to Atlantic as conversion of the $200,000 convertible note plus accrued interest of approximately $13,000.  The shares issued represented full satisfaction of the Atlantic Note and Warrant.

If Atlantic is unable to dispose of the shares of common stock into which the Atlantic Note and Warrant has been converted (the “Registrable Shares”) under Rule 144 as promulgated by the SEC under the Securities Act of 1933, as amended Atlantic may request that the Company file a Form S-1 registration statement or Form S-3 registration statement (if applicable) with respect to one hundred percent (100%) of the Registrable Shares then outstanding, then the Company shall, as soon as practicable, and in any event within sixty (60) days after the date such request is given by Atlantic, file a registration statement under the Securities Act covering all Registrable Shares that Atlantic requested to be registered.

Convertible Notes

During the fourth quarter of 2014 we entered into 10 separate note and share purchase agreements with 10 independent accredited investors.  As a result, we have issued ten convertible notes with a total principal balance of $201,000 (the “Q4 2014 Convertible Notes”) and granted 1,675,000 shares of common stock (“Q4 2014 Stock”) of which 250,000 remained to be issued at December 31, 2014.  In exchange for the Q4 2014 Convertible Notes and Q4 2014 Stock, we received cash proceeds of $167,500.  The Q4 2014 Convertible Notes carry an original issue discount of 17%, mature on December 31, 2015 and are convertible into common stock of the Company at $0.015 per share, subject to adjustment and mandatory conversion.  The Q4 2014 Stock was valued at the fair market value of $16,750 and is recorded as finance costs in Additional Paid in Capital at December 31, 2014.  In addition to the Q4 2014 Convertible Notes and the Q4 2014 Stock, a total of 1,675,000 additional shares of the Company’s common stock will be issued to the investors if the Q4 2014 Convertible Notes are not repaid or converted prior to June 30, 2015.   

During the first quarter of 2015, we entered into note and share purchase agreements with 3 independent accredited investors.  As a result, we issued convertible notes with a total principal balance of $270,000 (the “Q1 2015 Convertible Notes”) and issued 2,250,000 shares of common stock (“Q1 2015 Stock”) in exchange for cash proceeds of $225,000.  The Q1 2015 Convertible Notes carry an original issue discount of 17%, mature on December 31, 2015 and are convertible into common stock of the Company at $0.015 per share, subject to adjustment and mandatory conversion.   In addition to the Q1 2015 Convertible Notes and the Q1 2015 Stock, a total of 2,250,000 additional shares of the Company’s common stock will be issued to the investors if the Q1 2015 Convertible Notes are not repaid or converted prior to September 30, 2015.    

On August 12, 2015 one of the investors, with respect to their $120,000 Convertible Promissory Note dated February 10, 2015, converted the note into 8,000,000 shares of common stock.

On April 14, 2015, we entered into a Note Purchase Agreement with an unaffiliated third party (the “Investor”) relating to the sale of unsecured convertible promissory notes (the “Q2 2015 Convertible Notes”).  The promissory notes are divided into units (“Units”), each in the principal amount of $25,000.  The promissory notes bear interest at a rate of 14% per annum, payable quarterly and a maturity date of April 14, 2017.  The unsecured convertible promissory notes are convertible into common stock of the Company at a price of $0.015 per share at any time by the holder, subject to certain conditions and restrictions set forth in the notes.  On April 14, 2015 and again on May 5, 2015, the Investor purchased a $25,000 Unit (for a total of $50,000) and on May 17, 2015, June 7, 2015 and June 29, 2015, the Investor purchased 3 $50,000 Units (for a total of $150,000) totaling $200,000 as of September 30, 2015.  As of September 30, 2015 the Company has paid a total of $2,503 in interest for the second quarter interest due, with $7,058 due for the quarter ending September 30, 2015, which was paid in October.

On August 4, 2015, we issued a convertible note with a total principal balance of $30,000 (the “Q3 2015 Convertible Notes”) to an accredited investor.  The Convertible Note carries an original issue discount of 17%, matures on March 31, 2016 and is convertible into common stock of the Company at $0.015 per share, subject to adjustment and mandatory conversion.  On August 5, 2015, we received the $25,000 payment.

On August 26, 2015, we issued a convertible note with a total principal balance of $15,000 (the “Q3 2015 Convertible Notes”) to an accredited investor.  The Convertible Note carries an original issue discount of 17%, matures on March 31, 2016 and is convertible into common stock of the Company at $0.015 per share, subject to adjustment and mandatory conversion.  On August 26, 2015, we received the $12,500 payment.

On September 5, 2015 we issued a convertible note with a total principal balance of $30,000 (the “Q3 2015 Convertible Notes”) to an accredited investor.  The Convertible Note carries an original issue discount of 17%, matures on Decenber 31, 2016 and is convertible into common stock of the Company at $0.015 per share, subject to adjustment and mandatory conversion.  On September 16, 2015, we received the $25,000 payment.

On August 27, 2015, we entered into a Note and Share Purchase Agreement with an unaffiliated third party (the “Investor”) relating to the sale of an unsecured convertible promissory note and warrant.  The convertible promissory note is divided into units (“Units”), each in the principal amount of $25,000 (the “Q3 2015 Convertible Notes”), with equal installments of $1,000 due sequentially every week until $30,000 has been repaid and warrants to purchase 1,250,000 shares of common stock at an exercise price of $0.015 per share.  The promissory notes are due on April 30, 2016, subject to certain conditions and restrictions set forth in the notes. The convertible promissory note has a relative fair value of $24,509 and the warrants has a relative fair value of $5,491 at the date of issuance determined using the Black-Scholes option-pricing model.  The assumptions used to calculate the fair market value are as follows: (i) risk-free interest rate of 0.36% (ii) estimated volatility of 207% (iii) dividend yield of 0.00% and (iv) expected life of the warrants of 30 months.  The Convertible Note is convertible into shares of common stock based on the volume weighted average of the closing price per share for the 20 consecutive trading days prior to the conversion date if there is any outstanding principal balance due after the expiration due date.  On August 31, 2015 the Investor purchased a $25,000 Unit (for a total of $25,000) and as of November 16, 2015, $10,000 in installment payments have been made.  As of September 30, 2015, the balance on the convertible promissory note is $27,000.

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SUBSEQUENT EVENTS

9 Months Ended

Sep. 30, 2015

SUBSEQUENT EVENTS:

SUBSEQUENT EVENTS

6. SUBSEQUENT EVENTS

Subsequent to September 30, 2015,

On October 6, 2015 two investors, converted their outstanding Convertible Promissory Notes totaling $45,000, dated February 10, 2015, into 3,000,000 shares of common stock.

On October 9, 2015, the Company entered into a 7.5% Convertible Debenture, due April 9, 2016, in the aggregate principal amount of $300,000 plus interest.  The Debenture shall also have an OID of 5% from the stated principal amount.  On October 9, 2015 the Company received the first installment of $75k from an accredited investor, and on November 9, 2015 the second $75,000 installment was made.

On October 15, 2015, we issued  a total of 4,575,000 shares of common stock (valued at $4,500) to five consultants for services.

On October 21, 2015, we issued a total of 2,500,000 shares of common stock (valued at $9,000) to five Board of Directors for services.

On October 22, 2015, we issued  a total of 1,000,000 shares of common stock (valued at $9,000) to four consultants for services.

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ORGANIZATION AND BASIS OF PRESENTATION (Policies)

9 Months Ended

Sep. 30, 2015

ORGANIZATION AND BASIS OF PRESENTATION (Policies):

Basis of Presentation

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 (“SEC”).  Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States have been omitted pursuant to such rules and regulations. In the opinion of management, all adjustments (consisting only of normal recurring adjustments) considered necessary for a fair statement of financial position and results of operations have been included.  Our operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015. The accompanying unaudited consolidated financial statements should be read in conjunction with our audited consolidated financial statements for the year ended December 31, 2014, 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

Going Concern

The unaudited 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 incurred net losses of $889,948 and $1,605,702 for the nine months ended September 30, 2015 and 2014, respectively, has incurred losses since inception resulting in an accumulated deficit of $18,129,303 as of September 30, 2015, and has negative working capital of $925,561 as of September 30, 2015.   The Company anticipates further losses in the development of its business.

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 obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, or its attainment of profitable operations are necessary for the Company to continue operations. 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.

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Related Party Transactions (Details) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Related Party Transactions details
Related party Accured wages	$ 363,802	$ 328,050

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ACCOUNTING POLICIES (Policies)

9 Months Ended

Sep. 30, 2015

Accounting Policies:

Use of Estimates

Use of Estimates

The preparation of the accompanying unaudited consolidated financial statements requires the use of estimates that affect the reported amounts of assets, liabilities, revenues, expenses and contingencies.  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

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, other current assets, accounts payable and accrued liabilities approximate their fair value due to their short maturities.

Derivative Instruments

Derivative Instruments

Our debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

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.

Reclassifications

Reclassifications

For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2015.  These reclassifications have no impact on net loss.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements  

The Financial Accounting Standards Board has recently issued accounting pronouncements, most of which represent technical corrections to the accounting literature or application to specific industries, which are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.  We do not believe that the adoption of any recently issued accounting standards will have a material effect on our financial position and results of operations.

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CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($)	Sep. 30, 2015	Dec. 31, 2014
Current assets:
Cash and cash equivalents	$ 10,154	$ 12,168
Accounts receivable, net	41,784	31,134
Inventory	62,300	100,366
Other current assets	46,520	15,559
Total current assets	160,758	159,227
Property and equipment, net	5,301	3,120
Intangible assets	148,521	121,602
Total assets	314,580	283,949
Current liabilities:
Accounts payable and accrued expenses	315,979	564,821
Accrued expenses - related parties	363,802	328,050
Deferred revenues	2,775	77,564
Short-term debt - convertible promissory notes, net of discount	403,763	371,451
Derivative liabilities	0	13,490
Total current liabilities	1,086,319	1,355,376
Convertible promissory notes payable, net of discount	225,952	0
Total liabilities	$ 1,312,271	$ 1,355,376
Commitments and contingencies
Stockholders' deficit:
Preferred stock, $0.001 par value; 10,000,000 shares authorized; no shares issued and outstanding	$ 0	$ 0
Common stock, $0.001 par value; 2,071,000,000 shares authorized; 337,356,281 and 264,620,555 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively	337,355	264,620
Additional paid-in capital	16,794,257	15,903,308
Accumulated deficit	(18,129,303)	(17,239,355)
Total stockholders' deficit	(997,691)	(1,071,427)
Total liabilities and stockholders' deficit	$ 314,580	$ 283,949

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities
Net loss	$ (889,948)	$ (1,605,702)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	2,632	7,222
Stock-based compensation	389,014	139,208
(Gain) Loss on extinguishment of debt	(105,192)	202,771
Derivative (income) expense, net	(13,490)	604,230
Amortization of debt discount	68,764	0
Changes in operating assets and liabilities:
Accounts receivable	(10,650)	(26,571)
Inventory	38,066	(563)
Other current and non-current assets	(57,880)	(24,830)
Accounts payable and accrued expenses	91,520	301,778
Accrued expenses - related parties	55,252	19,287
Deferred revenues	(74,789)	20,507
Net cash used in operating activities	(506,701)	(362,663)
Cash flows from investing activities
Purchase of property and equipment	(4,813)	(1,445)
Net cash used in investing activities	(4,813)	(1,445)
Cash flows from financing activities
Proceeds from convertible promissory notes	512,500	318,750
Payments on convertible promissory notes	(3,000)	0
Payments on short-term debt - related party	0	(4,000)
Net cash provided by financing activities	509,500	314,750
Net change in cash and cash equivalents	(2,014)	(49,358)
Cash and cash equivalents, beginning of period	12,168	64,754
Cash and cash equivalents, end of period	10,154	15,396
Supplemental disclosure of cash flow information:
Income taxes paid	0	0
Interest paid	2,503	0
Supplementary disclosure of noncash financing activities:
Issuance of common stock for other current asset	0	750
Issuance of common stock for conversion of debt	345,232	660,723
Issuance of debt for intangible assets	0	43,750
Issuance of common stock for accrued expenses	$ 229,438	$ 51,272

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Common Stock Options (Details)	Sep. 30, 2015 shares
Common Stock Options Details
The Plan provides for the issuance of maximum shares	7,000,000
Estimated pre-vesting forfeitures and expired options, approximately	2,235,000

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Subsequent transactions (Details) - USD ($)	Nov. 09, 2015	Oct. 22, 2015	Oct. 21, 2015	Oct. 15, 2015	Oct. 09, 2015	Oct. 06, 2015
Subsequent transactions
Two investors, with converted convertible promissory notes in the principal amount						$ 45,000
Convertible promissory notes are convertible into shares of common stock						3,000,000
Company entered into a Convertible Debenture, due April 9, 2016 (in Percent)					7.50%
Company entered into a Convertible Debenture, due April 9, 2016in the aggregate principal amount plus interest					$ 300,000
The promissory notes carry a OID percentage					5.00%
Company received the first installment from an accredited investor					$ 75,000
Company received the second installment from an accredited investor	$ 75,000
Issued shares of common stock		1,000,000	2,500,000	4,575,000
Issued shares of common stock to five consultants for services valued at				$ 4,500
Issued shares of common stock to five Board of Directors for services valued			$ 9,000
Issued shares of common stock to four consultants for services valued		$ 9,000

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Going Concern (Details) - USD ($)	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Going Concern Details
Company has incurred net losses	$ 889,948	$ 1,605,702
Accumulated deficit since inception	18,129,303
CompanyNegativeWorking Capital	$ 925,561

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CONSOLIDATED BALANCE SHEETS PARENTHETICALS - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Parentheticals
Preferred Stock, par value	$ 0.001	$ 0.001
Preferred Stock, shares authorized	10,000,000	10,000,000
Common Stock, par value	$ 0.001	$ 0.001
Common Stock, shares authorized	2,071,000,000	300,000,000
Common Stock, shares issued	337,356,281	264,620,555
Common Stock, shares outstanding	337,356,281	264,620,555

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Assumptions used to calculate the fair market value of warrants (Details)	Sep. 30, 2015
Assumptions used to calculate the fair market value of warrants Details
Risk-free interest rate	0.36%
Estimated volatility	207.00%
Dividend yield	0.00%
Expected life (in months)	30

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Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Nov. 16, 2015
Document and Entity Information:
Entity Registrant Name	GTX CORP
Entity Trading Symbol	gtxo
Document Type	10-Q
Document Period End Date	Sep. 30, 2015
Amendment Flag	false
Entity Central Index Key	0001375793
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		350,683,282
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3

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Common stock transactions in the first quarter (Details)	3 Months Ended
	Mar. 31, 2015 USD ($) shares
Common stock transactions in the first quarter
On January 7, 2015 Shares of common stock issued to an investment consulting firm for services | shares	4,000,000
Value of common stock issued to an investment consulting firm for services	$ 96,000
On February 5, 2015 shares of common stock to investors in connection with of the issuance of the Q4 2014 Convertible Note | shares	875,000
On February 5, 2015 issued a total of shares of common stock to four consultants for services rendered. | shares	5,950,000
Value of shares of common stock to four consultants for services rendered	$ 59,500
On February 9, 2015 total of shares of common stock issued | shares	5,250,000
On February 9, 2015 value of total of shares of common stock issued	$ 52,500
Additional shares issued to each of five Board Members | shares	1,250,000
Additional shares issued to each of five Board Members, value	$ 12,500
On March 3, 2015, Atlantic exercised its right to convert the Atlantic Note of an amount	$ 200,000
Company issued share of our common stock on conversion | shares	22,523,226
Value of shares issued on conversion	$ 225,232
Accrued interest of note converted approximately	$ 13,000
On March 5, 2015,issued shares of common stock to our patent attorney for payment of accrued expenditures | shares	5,000,000
Value of shares of common stock to our patent attorney for payment of accrued expenditures	$ 80,000
Amount of accrued expenditures converted	$ 60,000
On March 14, 2015, issued shares of common stock and recorded in Additional Paid-In Capital as finance costs | shares	1,500,000
Value of shares recorded in Additional Paid-In Capital as finance costs	$ 15,000

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CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Revenues:
Revenues	$ 121,339	$ 42,030	$ 393,425	$ 96,935
Cost of goods sold	91,834	19,179	288,032	45,066
Gross margin	29,505	22,851	105,393	51,869
Operating expenses
Wages and professional fees	353,447	198,626	863,083	613,822
General and administrative	38,206	64,468	171,616	202,852
Total operating expenses	391,653	263,094	1,034,699	816,674
Loss from operations	(362,148)	(240,243)	(929,306)	(764,805)
Other income/(expenses)
Gain (loss) on extinguishment of debt	137,250	35,556	105,192	(202,771)
Derivative income (expense), net	0	(155,197)	13,490	(604,230)
Interest expense	(41,788)	(18,518)	(79,324)	(33,896)
Total other income/(expenses)	95,462	(138,159)	39,358	(840,897)
Net (loss)/income	$ (266,686)	$ (378,402)	$ (889,948)	$ (1,605,702)
Weighted average number of common shares outstanding - basic and diluted	327,554,083	163,672,512	308,100,018	154,376,742
Net (loss) income per common share - basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ (0.01)

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Q1-2015 financing (Details)	Mar. 31, 2015 USD ($) $ / shares shares
Financing details of 2015
Issued Convertible notes with a total principal balance of	$ 270,000
Issued share of common stock (Q1-2015) | shares	2,250,000
Stock exchange forcash proceeds	$ 225,000
The Q1 2015 Convertible Notes carry an original issue discount of	17.00%
Convertible into common stock of the Company per share(Q1-2015) | $ / shares	$ 0.015
The Q1 2015 Stock was valued at the fair market value	$ 22,500
Q1-2015 Stock, a total of additional shares of the Company Will be issued to the investors | shares	2,250,000

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Q4-2014-Financing (Details)	Dec. 31, 2014 USD ($) $ / shares shares
Financing details
Company entered into 10 separate note and share purchase agreements with number of independent accredited investors	10
Company issued ten convertible notes with a total principal balance	$ 201,000
Granted shares of Common stock | shares	1,675,000
Company received cash proceeds	$ 167,500
Convertible Notes carry an original issue discount	17.00%
Convertible into common stock of the Company per share | $ / shares	$ 0.015
Stock was valued at the fair market value	$ 16,750
Total additional shares of the company | shares	1,675,000

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Stock option Activity (Details)	9 Months Ended
	Sep. 30, 2015 USD ($) $ / shares shares
Shares
Outstanding at December 31, 2014 | shares	452,493
Options granted | shares	0
Options exercised | shares	0
Options cancelled/forfeited/ expired | shares	(452,493)
Outstanding at September 30, 2015 | shares	0
Exercisable at September 30, 2015 | shares	0
Weighted Average Exercise price
Outstanding at December 31, 2014	$ 0.08
Options granted	0.00
Options exercised	0.00
Options cancelled/forfeited/ expired	0.00
Outstanding at September 30, 2015	0.00
Exercisable at September 30, 2015	$ 0.00
Weighted Average Remaining Contractual life (in years)
Outstanding at December 31, 2014	1.09
Options granted	0.00
Options exercised	0.00
Options cancelled/forfeited/ expired	0.00
Outstanding at September 30, 2015	0.00
Exercisable at September 30, 2015	0.00
Grant Date Fair value
Outstanding at December 31, 2014 | $	$ 46,901
Options granted | $	0
Options exercised | $	0
Options cancelled/forfeited/ expired | $	(46,901)
Outstanding at September 30, 2015 | $	0
Exercisable at September 30, 2015 | $	$ 0

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Common stock transactions Narrative (Details) - USD ($)	Aug. 20, 2015	Aug. 12, 2015	Apr. 10, 2015
Common stock transactions Narrative Details
Shares of common stock to a investor in connection with of the issuance of the Q1 2015			125,000
Shares issued to an investor who converted their Convertible Promissory Notes dated February 10, 2015		8,000,000
Shares issued to an investor who converted their Convertible Promissory Notes dated February 10, 2015, value		$ 120,000
Issued shares to four consultants for services rendered	3,450,000
Issued shares to four consultants for services rendered, value	$ 34,500
Issued shares to a financial institution for corporate banking and stretegic advisory services rendered	5,750,000
Issued shares to a financial institution for corporate banking and stretegic advisory services rendered, value	$ 57,500

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Q3-2015 Financing (Details) - USD ($)	Sep. 16, 2015	Sep. 05, 2015	Aug. 26, 2015	Aug. 05, 2015	Aug. 04, 2015
Financing details of Q3 -2015
Issued convertible note to an accredited investor, principal amount		$ 30,000	$ 15,000		$ 30,000
The Q3 2015 Convertible Notes carry an original issue discount of		17.00%	17.00%		17.00%
Convertible into common stock of the Company per share(Q3 -2015)		$ 0.015	$ 0.015		$ 0.015
Received payment	$ 25,000		$ 12,500	$ 25,000

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Convertible Promissory Note Narrative (Details)	Aug. 12, 2015 USD ($) shares
Convertible Promissory Note Narrative Details
Convertible promissory note converted by one of the investors, value | $	$ 120,000
Convertible promissory note converted by one of the investors, into shares	8,000,000

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Note Purchase Agreement with an unaffiliated third party (Details) - USD ($)	Sep. 30, 2015	Jun. 29, 2015	May. 05, 2015	Apr. 14, 2015
Note Purchase Agreement with an unaffiliated third party Details
The promissory notes are divided into units ("Units"), each in the principal amount				$ 25,000
The promissory notes bear interest at a rate per annum				14.00%
The note is convertible into common stock of the Company at a price per share				$ 0.015
Investor purchased Units for an amount			$ 50,000	$ 25,000
Investor purchased Units for a total amount		$ 150,000
Total value of units purchased	$ 200,000
Total interest paid	2,503
Interest due for the quarter, paid in October	$ 7,058

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Note Purchase Agreement with an unaffiliated third party - Q3 2015 (Details) - USD ($)	Nov. 16, 2015	Sep. 30, 2015	Aug. 31, 2015	Aug. 27, 2015
Note Purchase Agreement with an unaffiliated third party - Q3 2015 Details
Promissory notes are divided into units ("Units"), each in the principal amount				$ 25,000
Equal installments due sequentially every week tiill $30,000 repaid				$ 1,000
Warrants to purchase number of shares of common stock				1,250,000
Exercise price per share				$ 0.015
Convertible promissory note, relative fair value		$ 24,509
Warrants, relative fair value		5,491
Investor purchased a Unit			$ 25,000
Total value of units purchased			$ 25,000
Installment payments made	$ 10,000
Convertible promissory note, balance as on		$ 27,000

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SCHEDULE OF EQUITY (Tables)

9 Months Ended

Sep. 30, 2015

SCHEDULE OF EQUITY (TABLES):

Schedule of Company issued the following shares of common stock during the period (Tables)

The Company issued the following shares of common stock during the nine months ended September 30, 2015:

		Value of Shares	Number of Shares
Shares issued for services rendered	$	389,014	29,525,000
Shares issued for accrued expenses		229,438	12,562,500
Shares issued for financing costs		-	125,000
Shares issued for conversion of debt		345,232	30,523,226
Total shares issued	$	963,684	72,735,726

Schedule of summary of the Company's warrant activity (Tables)

A summary of the Company’s warrant activity and related information is provided below:

	Exercise Price $		Number of Warrants
Outstanding and exercisable at December 31, 2014		0.02		2,000,000
Warrants exercised		-		-
Warrants granted		0.02		4,550,000
Warrants expired		0.02		(2,000,000)
Outstanding and exercisable at September 30, 2015		0.02		4,550,000

Stock Warrants as of September 30, 2015
Exercise	Warrants		Remaining		Warrants
Price	Outstanding		Life (Years)		Exercisable
$0.02		3,300,000		1.84	3,300,000
$0.15		1,250,000		2.41	1,250,000

Schedule of Stock option activity under the 2008 Plan for the six months ended June 30, 2015 (Tables)

Stock option activity under the 2008 Plan for the nine months ended September 30, 2015 is summarized as follows:

	Shares		Weighted Average Exercise Price	Weighted Average Remaining Contractual Life (in years)		Grant Date Fair Value
Outstanding at December 31, 2014	452,493		$0.08	1.09	$	46,901
Options granted	-		-	-		-
Options exercised	-		-	-		-
Options cancelled / forfeited / expired	(452,493)		-	-		(46,901)
Outstanding at September 30, 2015	-	$	0.00	-	$	-
Exercisable at September 30, 2015	-	$	0.00	-	$	-

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Summary of Stock Warrants (Details)	Sep. 30, 2015 $ / shares shares
Summary of Stock Warrants
Exercise Price of stock warrants | $ / shares	$ 0.02
Stock warrants outstanding	3,300,000
Stock warrants Remaining Life (Years)	1.84
Stock warrants Exercisable	3,300,000
Exercise Price of stock warrants | $ / shares	$ 0.15
Stock warrants outstanding	1,250,000
Stock warrants Remaining Life (Years)	2.41
Stock warrants Exercisable	1,250,000

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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

9 Months Ended

Sep. 30, 2015

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

2.

SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of the accompanying unaudited consolidated financial statements requires the use of estimates that affect the reported amounts of assets, liabilities, revenues, expenses and contingencies.  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, other current assets, accounts payable and accrued liabilities approximate their fair value due to their short maturities.

Derivative Instruments

Our debt or equity instruments may contain embedded derivative instruments, such as conversion options, which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

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.

Reclassifications

For comparability, certain prior period amounts have been reclassified, where appropriate, to conform to the financial statement presentation used in 2015.  These reclassifications have no impact on net loss.

Recently Issued Accounting Pronouncements  

The Financial Accounting Standards Board has recently issued accounting pronouncements, most of which represent technical corrections to the accounting literature or application to specific industries, which are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.  We do not believe that the adoption of any recently issued accounting standards will have a material effect on our financial position and results of operations.

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Shares common stock during nine months ended September 30, 2015 (Details) {Stockholder's Equity}	9 Months Ended
	Sep. 30, 2015 USD ($) shares
Value of Shares
Balance of shares | shares	0
Shares issued for services rendered	$ 389,014
Shares issued for accrued expenses	229,438
Shares issued for financing costs	0
Shares issued for conversion of debt	345,232
Total shares issued	$ 963,684
Balance of shares | shares	0
Number of Shares
Balance of shares | shares	0
Shares issued for services rendered	$ 29,525,000
Shares issued for accrued expenses	12,562,500
Shares issued for financing costs	125,000
Shares issued for conversion of debt	30,523,226
Total shares issued	$ 72,735,726
Balance of shares | shares	0

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Atlantic Agreement and SPA (Details) - USD ($)	Mar. 03, 2015	Jul. 24, 2013
Short term convertible notes details
Atlantic has committed to purchase a convertible promissory note with principal amount		$ 200,000
Accuring interest per annum		6.00%
Warrant per share par value		$ 0.001
Entire outstanding principal amount of the Atlantic Note plus the accrued interest		12.00%
Principal amount of the Atlantic note is		$ 200,000
Atlantic exercised its right to convert the note into percentage of company 's outstanding shares	12.00%
Company issued share of common stock	22,523,226
Common stock valued amount	$ 225,232
Convertible note of Conversion amount	200,000
Accured interest Approximately	$ 13,000

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RELATED PARTY TRANSACTIONS

9 Months Ended

Sep. 30, 2015

RELATED PARTY TRANSACTIONS

RELATED PARTY TRANSACTIONS

3.

RELATED PARTY TRANSACTIONS

In order to preserve cash for other working capital needs, various officers and members of management have agreed to accrue, and defer payment of, portions of their salaries since fiscal 2011.  As of September 30, 2015 and December 31, 2014, the Company owed $363,802 and $328,050, respectively for such accrued wages.

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Warrant activity (Details)	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Exercise Price
Outstanding and exercisable at December 31, 2014	$ 0.02
Warrants exercised	0.00
Warrants granted	0.02
Warrants expired	0.02
Outstanding and exercisable at September 30, 2015	$ 0.02
Number of Warrants
Outstanding and exercisable at December 31, 2014 | shares	2,000,000
Warrants exercised | shares	0
Warrants granted | shares	4,550,000
Warrants expired | shares	(2,000,000)
Outstanding and exercisable at September 30, 2015 | shares	4,550,000