8-K
Metalert, Inc. (MLRT)
UNITEDSTATES
SECURITIESAND EXCHANGE COMMISSION
WASHINGTON,D.C. 20549
FORM8-K
CURRENTREPORT
PURSUANTTO SECTION 13 OR 15 (d) OF
THESECURITIES EXCHANGE ACT OF 1934
January 11, 2021
Date of Report (Date of earliest event reported)
GTXCorp
(Exact Name of Registrant as Specified in Its Charter)
| Nevada | 000-53046 | 98-0493446 |
|---|---|---|
| (State<br> or Other Jurisdiction of<br><br> Incorporation or Organization) | (Commission<br> <br><br> File Number) | (I.R.S.<br> Employer <br><br> Identification No.) |
| 117 W. 9^th^ Street, Suite 1214, Los Angeles, CA | 90015 | |
| --- | --- | |
| (Address<br> of Principal Executive Offices) | (Zip<br> Code) |
213-489-3019
Registrant’s telephone number, including area code
| N/A |
|---|
| (Former<br> Name or former Address, if Changed Since Last Report) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| [ ] | Written<br> communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|---|---|
| [ ] | Soliciting<br> material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| [ ] | Pre-commencement<br> communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| N/A | N/A | N/A |
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company [ ]
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
| Item<br> 4.01 | Changes<br> in Registrant’s Certified Public Accountant |
|---|---|
| (a) | Dismissal<br> of Weinberg & Company P.A. (“Weinberg”), Certified Public Accountants |
| --- | --- |
| (i) | On<br> January 14, 2021, Weinberg & Company P.A. (“Weinberg”) was dismissed as the Company’s independent registered<br> public accounting firm. Weinberg had served as the Company’s independent registered public accounting firm since 2018. |
| --- | --- |
| (ii) | Weinberg’s<br> audit reports on the financial statements of the Company for the fiscal years ended December 31, 2019 and 2018 contained no<br> adverse opinion or disclaimer of opinion, nor were they qualified as to uncertainty, audit scope or accounting principles<br> except that such reports included an explanatory paragraph describing the uncertainty of the Company’s ability to continue<br> as a going concern, |
| (iii) | The<br> dismissal of Weinberg was agreed to by the GTX Board of Directors and Audit Committee on January 14, 2021. |
| (iv) | During<br> the fiscal years ended December 31, 2019 and 2018, and through January 14, 2021, there were no “disagreements”<br> (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<br> S-K) with Weinberg on any matter of accounting principles or practices, financial statement disclosure, or auditing scope<br> or procedure, which disagreement, if not resolved to their satisfaction, would have caused Weinberg to make reference to the<br> subject matter of the disagreement in connection with its reports. |
| (v) | The<br> Company provided Weinberg with its disclosures in the Current Report on Form 8-K disclosing the dismissal of Weinberg and<br> requested in writing that Weinberg furnish the Company with a letter addressed to the Securities and Exchange Commission stating<br> whether or not they agree with such disclosures. Weinberg’s response is filed as an exhibit to this Current Report on<br> Form 8-K. |
| (b) | Appointment<br> of M&K CPAS, PLLC (“M&K”), Certified Public Accountants |
| --- | --- |
| (i) | Following<br> a careful deliberation and competitive process among various accounting firms, on January 11, 2021, the Company’s Board<br> of Directors and Audit Committee approved the engagement of M&K as the Company’s independent registered public accounting<br> firm for the fiscal year ending December 31, 2020, effective January 11, 2021. |
| --- | --- |
| (ii) | Prior<br> to retaining M&K, the Company did not consult with M&K regarding either: (i) the application of accounting principles<br> to a specified transaction, either contemplated or proposed, or the type of audit opinion that might be rendered on the Company’s<br> financial statements; or (ii) any matter that was the subject of a “disagreement” or a “reportable event”<br> (as those terms are defined in Item 304 of Regulation S-K). |
| ITEM<br> 9.01 | EXHIBITS |
| --- | --- |
| EXHIBIT<br> 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<br> 19, 2021 | GTX<br> Corp. | |
|---|---|---|
| By: | /s/ Patrick Bertagna | |
| Name: | Patrick<br> Bertagna | |
| Title: | Chief<br> Executive Office |
Exhibit 16
Securities and Exchange Commission
100 F. Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read the Company’s statements included under Item 4.01 of its Form 8-K and we agree with such statements insofar as they relate to our firm.
Very truly yours,
/s/Weinberg & Company P.A.
Weinberg & Company P.A.
Los Angeles, CA
January 18, 2021