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
As used in this Quarterly Report, the terms "we", "us", "our", "Registrant", and "the Company" mean GTX Corp and our operational wholly-owned subsidiaries.

GTX Corp was incorporated in the State of Nevada on April 7, 2006 under its former name "Deeas Resources Inc." On March 14, 2008, we acquired all of the outstanding capital stock of Global Trek Xploration, a California corporation ("GTX California"), in exchange for the issuance of 18,000,001 shares of GTX Corp common stock (the "Exchange Transaction").

Although we acquired GTX California in the Exchange Transaction, for accounting purposes, the Exchange Agreement was treated as an acquisition of GTX Corp and a recapitalization of GTX California. Accordingly, the financial statements contained in this Quarterly Report, and the following description of our results of operations and financial condition, reflect (i) the operations of GTX California alone prior to the Exchange Transaction, and (ii) the combined results of this company and all three of its subsidiaries since the Exchange Transaction.

Immediately following the closing of the Exchange Transaction, in a private placement we sold $2,000,000 of our securities to qualified investors (the "Financing"). In the Financing, we sold an aggregate total of 2,666,668 units ("Units") at a price of $0.75 per Unit. Each Unit consists of one share of common stock and one warrant ("Warrant") to purchase one share of common stock at an exercise price of $1.25 per share. Each Warrant was exercisable into an additional common share for a period of eighteen (18) months with respect to the first 1,666,666 Warrants issued and for a period of twelve (12) months with respect to the remaining 1,000,002 Warrants issued. Eighteen (18) month warrants were issued to six (6) investors and twelve (12) month warrants were issued to two (2) investors.

At closing of the Exchange Transaction, pursuant to the Exchange Agreement, we also converted a $1,000,000 bridge loan, plus accrued and unpaid interest, made by Jupili Investment S.A. to GTX California ("Bridge Loan") into Units at a conversion price of $0.75 per Unit, based upon the same terms and conditions as the Financing. Thus, concurrently with the Exchange Transaction, we also issued 1,374,334 shares of common stock to Jupili and eighteen (18) month Warrants to purchase an aggregate of 1,374,334 shares of our common stock to Jupili.

In May 2008 we completed a second private placement (the "Additional Financing") of 1,732,000 units ("Additional Units") of our securities. The Additional Units were sold at a price of $1.00 per Additional Unit for aggregate proceeds of $1,732,000. Each Additional Unit consisted of one common share and one share purchase warrant ("Additional Warrant"). Each Additional Warrant is exercisable at an exercise price of $1.50 per share for a three-year term.

Operations

GTX Corp is in the Personal Location Services business. The Company develops and integrates 2 way GPS people finding technologies which seamlessly integrate with consumer products and enterprise applications. We currently conduct our operations through three wholly-owned subsidiaries that operate in related sectors of the personal location-based market. In general:

· GTX California currently offers a global positioning system (GPS) and cellular location platform that utilizes the latest in miniaturized, low power consumption technology that enables subscribers to track in real time the whereabouts of people, pets or high valued assets through the company's customizable transceiver module, wireless connectivity gateway, smart phone Apps, middleware and viewing portal. We launched our initial GpVector™ product during the third calendar quarter of 2008 on a limited basis and in May 2009 we entered into a platform test agreement with a global leader in pedorthic and orthotic footwear to embed our technology into their footwear products to bring GPS shoes to the senior citizens market.

On September 11, 2009, the Company entered into a binding exclusive agreement with Kalika Group, one of Nepal's largest and most respected business conglomerates operating in five business sectors: Software outsourcing, Hydro power, Construction, International trading and FM Radio/Media. The agreement provides for the deployment of the Company's proprietary GPS technologies and product line to the territories of Nepal, India, Pakistan, Bangladesh, Sri Lanka, Maldives and Bhutan - a marketplace comprising of an emerging, dynamic economy with a combined population of over 1.5 billion. GTX and Kalika are currently conducting the platform test on the products.

· GTX Corp also owns and operates LOCiMOBILE, Inc., its subsidiary that develops applications that transform smart phones into real time 2 way GPS personal location transceivers. In April 2009, LOCiMOBILE, Inc. launched a test version of LOCiMe, its first in a series of geo-specific applications that transform iPhones into real time, GPS transceivers. In June 2009, LOCiMOBILE, Inc. launched iLOCi2TM, its second in a series of geo-specific applications that transform iPhones into real time, GPS transceivers, utilizing some of the latest technological breakthroughs of the Apple 3.0 operating system. LOCiMOBILE, Inc. expects to release these services for other GPS enabled handsets in the near future. LOCiMOBILE, Inc. is currently developing more applications for the iPhone and has begun development on other platforms such as RIM and Android.

· Code Amber News Service, Inc. ("CANS"), a member of ONA (Online News Association) and RTNDA (Radio Television News Directors Association), is dedicated to the recovery of missing persons and is the leading US and Canadian syndicator of online Amber Alerts (public notifications of child abductions), reaching an audience of 1.8 billion through its web site ticker and point of display feeds presented by retail merchants, Internet service providers, corporate sponsors, affiliate partners and Federal, State and Local agencies. CANS began selling Code Amber News Service subscriptions and sponsored links in February 2009. During September 2009, CANS launched its Code Mobile wireless alert application and service for the iPhone ®, BlackBerry® and Google Android® phones. Code Mobile Alerts are distributed to subscribers in real-time and sorted by State utilizing the phone's GPS.

GTX Corp has recognized Latin America as a growing and strategically important market and is engaging this market through partnerships, bilingual sales and technical support staff along with localized software translated into Spanish for the region. GTX Corp has commenced selling personal location solutions to Mexico, Brazil, Colombia, Peru, Chile, Venezuela and Guatemala, through hardware devices, platform licensing and smart phone Apps. The Company expects to see significant growth in 2010 as we increase marketing efforts, bring on additional customers and future customers become more aware of the technology and its benefits- peace of mind.

Results of Operations

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

The information in the tables below represents our statement of operations data
for the three and nine months ended September 30, 2009 and 2008:

                                                            Three Months Ended September 30,
                                                        2009                                2008
                                               $           % of Revenues            $           % of Revenues

Revenues                                   $  126,704                 100 %    $   235,102                 100 %
Cost of goods sold                             60,448                  48 %        193,864                  82 %
Net profit                                     66,256                  52 %         41,238                  18 %

Salaries and professional fees                388,836                 307 %        795,242                 338 %
Research and development                        5,782                   5 %        112,632                  48 %
General and administrative                    115,715                  91 %        133,355                  57 %
Operating expenses                            510,333                 403 %      1,041,229                 443 %

Loss from operations                         (444,077 )              (350 )%      (999,991 )              (425 )%
Other income                                    6,837                   5 %         14,000                   6 %
Net loss                                   $ (437,240 )              (345 )%   $  (985,991 )              (419 )%

                                                              Nine Months Ended September 30,
                                                         2009                                  2008
                                                $            % of Revenues            $            % of Revenues

Revenues                                   $    185,227                 100 %    $    374,165                 100 %
Cost of goods sold                               88,321                  48 %         302,461                  81 %
Net profit                                       96,906                  52 %          71,704                  19 %

Salaries and professional fees                1,293,351                 698 %       2,272,581                 607 %
Research and development                         91,109                  49 %         307,288                  82 %
General and administrative                      306,621                 166 %         310,175                  83 %
Operating expenses                            1,691,081                 913 %       2,890,044                 772 %

Loss from operations                         (1,594,175 )              (861 )%     (2,818,340 )              (753 )%
Other income (expense)                           34,172                  18 %         (30,852 )                (8 )%
Net loss                                   $ (1,560,003 )              (842 )%   $ (2,849,192 )              (761 )%

Revenues

Revenues during the three and nine months ended September 30, 2009 consisted of service and licensing fees of approximately $30,000 and $80,000, respectively, charged to a re-seller of our gpVectorTM Powered Athlete Tracking Systems. The licensing fees were received in fiscal year 2007 and are being amortized over the term of the licensing agreement. During September 2009 we recognized the remaining portion of the licensing agreement ($77,500) into revenue as the re-seller failed to meet the required minimum device purchase and activation requirements under the exclusive license agreement. Also during September 2009, we began platform tests with two new customers resulting in revenues of $12,500. We also recognized some revenues from the sale of CANS subscriptions and the sale of sample miniaturized transceiver modules to prospective new customers of GTX California. LOCiMOBILE, Inc. recently launched iLOCi2TM, its second in a series of geo-specific applications that transform iPhones into real time GPS transceivers, utilizing some of the latest technological breakthroughs of the Apple 3.0 operating system. Revenues during the three and nine months ended September 30, 2008 consisted primarily of the sale of approximately 900 GpVector™ Powered Athlete Tracking Systems in September 2008 as well as various one-time design and enhancement services billed to the same re-seller to allow our GPS technology to better integrate into the re-seller's product.

Cost of goods sold

Cost of goods sold during the three and nine months ended September 30, 2009 consisted primarily of monthly cellular costs incurred on our gpVectorTM Powered Athlete Tracking System devices. Additionally, inventory costs totalling $41,000 were written off to cost of goods sold as they were considered obsolete. Cost of goods sold during the three and nine months ended September 30, 2008 consisted primarily of the cost of raw materials utilized in the manufacturing of the gpVector™ Powered Athlete Tracking Systems that were sold during September 2008. Additionally, the cost of the design and enhancement services we provided to the re-seller to allow our GPS technology to better integrate into their products and the cost to provide the re-seller website design and functionality services are included in cost of goods sold as of September 30, 2008.

Salaries and professional fees

Salaries and professional fees consist of costs attributable to employees, consultants and contractors who primarily spend their time on sales, marketing, technology and corporate administrative services; legal fees relating to general corporate matters and our patent applications; and accounting expenses. Salaries and professional fees during the three and nine months ended September 30, 2009 decreased approximately $406,000 or 51% and $979,000 or 43%, respectively in comparison to the same periods in 2008 due primarily to lower legal and accounting fees in 2009 and our overall cost cutting efforts to preserve our cash position while the economy recovers from the setbacks caused by the crisis in the global financial markets. During the nine months ended September 30, 2009, legal and accounting fees were approximately $314,000 less than that incurred during the nine months ended September 30, 2008. The decrease was due to legal and accounting fees incurred in the Exchange Transaction and the related Financing in 2008 that were not incurred in 2009. Additionally, during the nine months ended September 30, 2008, in conjunction with the creation of the 2008 Equity Compensation Plan, we granted options to purchase a total of 4,568,000 shares of common stock and we issued 737,116 shares of common stock, resulting in an expense of approximately $670,000. These equity based costs were either not incurred or were substantially less in the nine months ended September 30, 2009.

Research and development

Research and development expense consists of costs attributable to employees, consultants and contractors who primarily spend their time on the design, engineering and process development of our personal location services platform and LOCiMobile™ applications for GPS enabled handsets. Research and development during the three and nine months ended September 30, 2009 decreased approximately $107,000 or 95% and $216,000 or 70%, respectively in comparison to the same periods in 2008 due primarily to our gpVectorTM Powered Athlete Tracking System moving substantially out of the research and development stage during the latter part of fiscal 2008.

General and administrative

General and administrative expenses consist primarily of corporate administrative costs, depreciation, occupancy costs, insurance and travel and entertainment. General and administrative expenses during the three and nine months ended September 30, 2009 remained relatively unchanged, decreasing approximately $18,000 and $4,000, respectively in comparison to the same periods in 2008. Such changes were primarily due to cost cutting measures in the areas of postage, printing, travel and entertainment, miscellaneous computer and office expenses and website development as well as reductions in corporate filing fees that were not required in 2009. These decreases were partially offset by increases in the allowance for doubtful accounts, depreciation, insurance and recruiting.

Other Income (Expense)

During the three and nine months ended September 30, 2009, we recognized approximately $7,000 and $34,000, respectively, of interest income, compared to $14,000 and $32,000 during the same periods in 2008. The slight increase in interest income during the nine month period is attributable to the Company receiving better interest rates on its cash, cash equivalents and certificates of deposit held during the nine months ended September 30, 2009 compared to the same period in 2008.

No interest expense was incurred during the three or nine months ended September 30, 2009, or during the three month period ended September 30, 2008. However, we incurred $62,511 of interest expense during the nine months ended September 30, 2008 as a result of a $40,000 fee paid in conjunction with the Financing, which closed on March 14, 2008, as well as interest expense on the Bridge Loan payable to Jupili accruing at 10% per annum during the first quarter of 2008. The Bridge Loan was converted to common stock in connection with the Exchange Transaction during March 2008.

Net Loss

Net loss for the three and nine months ended September 30, 2009 decreased approximately $548,000 or 56% and $1,289,000 or 45%, respectively, in comparison to the net loss during the same periods in 2008. The decrease in the net loss is primarily due to a reduction in salaries and professional fees, research and development, and our overall cost cutting efforts to preserve our cash position during the current economic downturn caused by the global financial crisis.

Liquidity and Capital Resources

As of September 30, 2009, we had working capital of $671,000 and a current ratio of 3.42 to 1 as compared to working capital of $1,990,000 and a current ratio of 7.2 to 1 as of December 31, 2008.

Our net loss decreased to $1,560,000 for the nine months ended September 30, 2009 compared to a net loss of $2,849,000 for the nine months ended September 30, 2008. Net cash used in operating activities was approximately $1,180,000 for the nine months ended September 30, 2009 compared to approximately $2,028,000 for the same period in 2008. The decrease in cash used in operating activities is primarily attributable to a reduction in the amounts paid for accounting and legal services, employees and contractors during the nine months ended September 30, 2009.

Net cash provided by investing activities during the nine months ended September 30, 2009 was approximately $828,000 and resulted primarily from the maturing of certificates of deposits totaling $1,000,000. Net cash used by investing activities during the nine months ended September 30, 2008 was approximately $70,000 and consisted primarily of the purchase of property and equipment.

Net cash provided by financing activities during the nine months ended September 30, 2009 and 2008 was approximately $0 and $4,007,000, respectively. The net cash provided by financing activities during 2008 primarily represents the Financing and Additional Financing transactions in which we raised $3,732,000. We also received approximately $399,000 from the exercise of warrants during the six months ended September 30, 2008. No shares were sold and no warrants were exercised during the nine months ended September 30, 2009.

Because revenues from our operations have, to date, been modest, we currently rely on the cash we received from our prior financing activities to fund our capital expenditures and to support our working capital requirements. We believe that we have sufficient capital resources to fund our operations for at least the next four fiscal quarters, assuming that there are no unanticipated material adverse developments. We expect that future cash requirements will principally be for capital expenditures and working capital requirements.

As a result of the Exchange Transaction with Global Trek Xploration, we began operating as a GPS technology company as of March 14, 2008. Now that the development of our personal location device system (GpVector™) has been field tested, we are focused on licensing our technology to companies seeking to enable their products with GPS tracking capabilities. We commercially soft-launched our initial GpVector™ product during the third calendar quarter of 2008, initiating commercial revenues and brand awareness. In December 2008 we acquired Code Amber. Subsequently we created the Code Amber News Service, and then in February 2009 we began selling Code Amber News Service subscriptions and sponsored links. In May 2009 we entered into a platform test agreement with Aetrex, a global leader in senior footwear specializing in pedorthic and orthotics, to embed our technology into their product line to bring GPS shoes to the senior citizens market. During September 2009, we entered into two separate platform test agreements with two new customers. We anticipate that we will generate revenues from these and other current and pending customers during the next twelve months. However, since inception in 2002, we have generated significant losses (as of September 30, 2009, we had an accumulated deficit of approximately $9,002,000), and we currently expect to incur continual losses until sometime in calendar year 2010.

During the remainder of the current fiscal year, we expect to invest approximately $50,000 to continue our research and development efforts to include all aspects of hardware, software and interface customization, and website development. In addition, during that time period we expect to expend approximately $50,000 to develop our sales, marketing and manufacturing programs associated with the commercialization and licensing of the GpVector™ technology and the commercialization of the LOCiMobile™ applications for GPS enabled handsets and CANS. We expect to fund these expenses and our general overhead requirements using cash on hand.

Our funding requirements will depend on numerous factors, including:

· Costs involved in the completion of the hardware, software and interface customization, and website necessary to continue the commercialization of the GpVector™;

· The costs of outsourced manufacturing;

† The costs of licensing activities, including product marketing and advertising; and

· Revenues derived from product sales and the licensing of the GpVector™ technology, the sales of the LOCiMobile™ applications for GPS enabled handsets, and advertising sales from CANS.

As noted above, based on budgeted expenditures, we believe that we will have sufficient liquidity to satisfy our cash requirements for the next twelve months. If our planned expenses increase, our existing financial resources could prove to be insufficient to satisfy our liquidity requirements during that timeframe, which will require us to raise additional external funds through the sale of additional equity or debt securities. In any event, we expect that unless our sales increase significantly, we will need to raise additional funds in approximately 12 months to finance the costs of ongoing research and development and related expenses, as well as sales and marketing expenses. The sale of additional equity securities will result in additional dilution to our shareholders. Sale of debt securities could involve substantial operational and financial covenants that might inhibit our ability to follow our business plan. Additional financing may not be available in amounts or on terms acceptable to us or at all. If we are unable to obtain additional financing, we may be required to reduce the scope of, delay or eliminate some or all of our planned research, development and commercialization activities, which could harm our financial conditions and operating results.

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, 2008.

Recently Issued Accounting Standards

In March 2008, the FASB issued new disclosure requirements regarding derivative instruments and hedging activities. Entities must now provide enhanced disclosures on an interim and annual basis regarding how and why the entity uses derivatives; how derivatives and related hedged items are accounted for, and how derivatives and related hedged items affect the entity's financial position, financial results and cash flow. Pursuant to the transition provisions, the Company adopted these new requirements on January 1, 2009. The adoption of this standard did not have a material effect on our consolidated financial statements.

In June 2008, the FASB issued new requirements which provide that an entity should use a two step approach to evaluate whether an equity-linked financial instrument (or embedded feature) is indexed to its own stock, including evaluating the instrument's contingent exercise and settlement provisions. It also clarifies the impact of foreign currency denominated strike prices and market-based employee stock option valuation instruments on the evaluation. -The guidance specifies that a contract that would otherwise meet the definition of a derivative but is both (a) indexed to this company's own stock and (b) . . .