As filed with the Securities and Exchange Commission on February 7, 2023

Registration No. 333-268149

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1/A
Amendment No. 1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

GZ6G TECHNOLOGIES CORP

(Exact name of registrant as specified in its charter)

Nevada

7375

20-0452700

(State or other jurisdiction of

incorporation or organization)

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer Identification

Number)

GZ6G Technologies Corp.

1 Technology Drive, Bldg B, Suite no. B123

Irvine, CA 92618

(949) 872-1965

(Name, Address, including zip code, and telephone and facsimile number,

including area code, of registrants’ principal executive offices)

Copy to:

Sharon Mitchell

SD Mitchell & Associates, PLC

829 Harcourt Rd.

Grosse Pointe Park, MI 48230

(248) 515-6035

(Name, Address, including zip code, and telephone number,

including area code, of agent of service)

Approximate date of commencement sales to the public: As soon as practicable after the effective date of this Registration Statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. ☐

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

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

CALCULATION OF REGISTRATION FEE

Title of Class of Shares

to be Registered

Amount to be

Registered

Maximum

Offering Price Per Share

Maximum Aggregate

Offering Price (1)

Amount of Registration

Fee (1)(2)

Common Stock, $0.001 par value per share issuable pursuant to MHFLP (3)

50,000,000

0.03

1,500,000

165.30

50,000,000

1,500,000

165.30

⁽¹⁾

Estimated solely for the purpose of calculating the registration fee under Rule 457(a) and (o) of the Securities Act of 1933.

⁽²⁾

Based on the calculation of multiplying the aggregate offering amount by $0.0001102

⁽³⁾

Represents common shares for resale by Mast Hill Fund L.P. (MHFLP), a Delaware limited partnership (the Selling Stockholder”), which shares are issuable by GZ6G Technologies Corp. (the “Company”) pursuant to the Equity Purchase Agreement (the “EPA”) entered into with Mast Hill Fund L.P. (MHFLP) on 11/10/2021. Although we are not mandated to sell shares under the Equity Purchase Agreement, the Equity Purchase Agreement gives us the option to sell to MHFLP, up to $1,500,000 worth of our common stock over the period ending twenty-four months following the Effect of this Registration Statement, and MHFLP is obligated to purchase the shares upon a Put notice from the Company. The $1,500,000 was stated as the total amount of available funding in the Equity Purchase Agreement because this was the maximum amount that MHFLP agreed to offer us in funding. Additionally, MHFLP will purchase the shares at a price equal to 90% of the volume weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date for the duration of the Offering (the “Offering”).

The Registrant hereby amends this Registration Statement (the “Registration Statement”) on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the Registration Statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and is not soliciting an offer to buy these securities in any jurisdiction where an offer or sale is not permitted.

Subject to Completion, Dated February [*], 2023

PROSPECTUS

GZ6G Technologies Corp.

Selling Shareholders

50,000,000 Shares of Common Stock (Mast Hill Fund, L.P. Equity Line)

Equity Line

In November 2021, we entered into a Equity Purchase Agreement with Mast Hill Fund, LP (“MHFLP”, or a “Selling Stockholder”), pursuant to which, upon the terms and subject to the conditions thereof, MHFLP is committed to purchase, on an unconditional basis, shares of our common stock (the “Put Shares”) at an aggregate price of up to $10,000,000 (the “Maximum Commitment Amount”) over the course of its term. The term of the Equity Purchase Agreement will end on the earlier of (i) the date on which such Selling Stockholder has purchased Common Stock pursuant to the Equity Purchase Agreement equal to the Maximum Commitment Amount, (ii) two years from the date this Registration Statement is deemed effective, or (iii) written notice of termination by us.

From time to time over the term of the Equity Purchase Agreement, commencing on the date on which a registration statement registering Put Shares becomes effective, we may, in our sole discretion, provide MHFLP with a put notice (each a “Put Notice”) to purchase a specified number of Put Shares (each a “Put Amount Requested”) subject to the limitations discussed below and contained in the Equity Purchase Agreement. Upon delivery of a Put Notice, we must deliver the Put Amount Requested as Deposit Withdrawal at Custodian (DWAC) shares to Selling Stockholder within five trading days.

The actual amount of proceeds we receive pursuant to each Put Notice (each, the “Put Amount”) is determined by multiplying the Put Amount Requested by the applicable purchase price. The purchase price for each of the Put Shares equals 90% of the “Market Price,” which is defined as the average of the two (2) lowest volume weighted average prices of our Common Stock during the Valuation Period. The Valuation Period is the seven (7) trading days immediately following the date MHFLP receives the Put Shares in its brokerage account.

In order to deliver a Put Notice, certain conditions set forth in the Equity Purchase Agreement must be met. In addition, we are prohibited from delivering a Put Notice if: (i) the sale of Put Shares pursuant to such Put Notice would cause us to issue and sell to Selling Stockholder, or the Selling Stockholder to acquire or purchase, a number of shares of our common stock that, when aggregated with all shares of Common Stock purchased by Selling Stockholder pursuant to all prior Put Notices issued under the Equity Purchase Agreement, would exceed the Maximum Commitment Amount; or (ii) the issuance of the Warrant Shares upon exercise of the Warrants would cause us to issue and sell to Selling Stockholder, or the Selling Stockholder to acquire or purchase, an aggregate number of shares of Common Stock that would result in Selling Stockholder beneficially owning more than 4.99% of the issued and outstanding shares of our common stock (the “Beneficial Ownership Limitation’).

If issued presently, the 50,000,000 shares of common stock registered for resale by MHFLP would represent approximately 59% of our existing issued and outstanding shares of common stock as of February 2, 2023, which totals 85,136,902, and approximately 20% of the fully diluted outstanding share capital, including issuance of the 50,000,000 shares.

There is no minimum number of shares that must be sold by us for the Offering to be completed, and we will retain the proceeds from the sale of any of the offered shares, which are sold. None of our Officers and Directors will receive commission or any other remuneration for such sales. In offering the securities on our behalf, our Officers and Directors will rely on the safe harbor from broker-dealer registration set out in Rule 3a4-1 under the Securities and Exchange Act of 1934.

Use of Proceeds

We intend to use the proceeds from the Equity Line for general corporate and working capital purposes and other purposes that the Board of Directors deems to be in the best interest of the Company.

We intend to raise additional capital through equity and debt financings as needed, though there cannot be any assurance that such funds will be available to us on acceptable terms, on an acceptable schedule, or at all.

Our Company is a controlled company as our sole officer and a member of our board of directors owns 100% of our Series B preferred stock and has majority voting rights.

Our independent registered public accountant has issued an audit opinion for the year ended December 31, 2021, which includes a statement expressing substantial doubt as to our ability to continue as a going concern. Accordingly, any investment in the shares offered hereby involves a high degree of risk and you should only purchase shares if you can afford a loss of your entire investment.

Our shares are currently trading on the OTCQB Market.

You should rely only on the information contained in this prospectus. We have not authorized any persons to provide you with information different from that contained in this prospectus. This prospectus is not an offer to sell, nor is it seeking an offer to buy, these securities in any state where the offer or sale is not permitted. We are a smaller reporting company, as defined under Rule 12b-2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such we may take advantage of reduced reporting burdens. Investing in our common stock involves risk. Please see “Risk Factors” beginning on page 7.

THE PURCHASE OF THE SECURITIES OFFERED THROUGH THIS PROSPECTUS INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY READ THE ENTIRE PROSPECTUS, INCLUDING THE SECTION ENTITLED “RISK FACTORS” BEGINNING ON PAGE 7 BEFORE BUYING ANY SHARES OF OUR COMMON STOCK.

NEITHEIR THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

MR. WILLIAM COLEMAN SMITH OWNS THE ONLY ISSUED AND OUTSTANDING SHARE OF SPECIAL 2018 SERIES B PREFERRED STOCK WHICH ALLOWS FOR 51% OF ALL VOTES WITH RESPECT TO ANY AND ALL MATTERS PRESENTED TO STOCKHOLDERS FOR ACTION OR CONSIDERATION. AS SUCH, MR. SMITH COULD SELL ALL, OR A PORTION ,OF HIS COMMON STOCK AND HIS SHARES OF SERIES A PREFERRED STOCK AND STILL MAKE ALL MATERIAL DECISIONS REGARDING CORPORATE GOVERNANCE OF THE COMPANY.

DEALER PROSPECTUS DELIVERY OBLIGATION

Until February [*], 2025, all dealers that effect transactions in these securities, whether or not participating in this Offering, may be required to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

You should rely only on the information contained or incorporated by reference to this prospectus in deciding whether to purchase our Common Stock. We have not authorized anyone to provide you with information different from that contained in this prospectus. Under no circumstances should the delivery to you of this prospectus or any sale made pursuant to this prospectus create any implication that the information contained in this prospectus is correct as of any time after the date of this prospectus. To the extent that any facts or events arising after the date of this prospectus, individually or in the aggregate, represent a fundamental change in the information presented in this prospectus, the prospectus will be updated to the extent required by law.

TABLE OF CONTENTS

	Page
Prospectus Summary	1
The Offering	5
Risk Factors	7
Use of Proceeds	17
Determination of Offering Price	20
Dilution	20
Plan of Distribution; Terms of the Offering	21
Description of Securities	22
Description of Business	24
Description of Property	38
Market for Common Equity and Related Stockholder Matters	38
Management’s Discussion and Analysis	40
Directors, Executive Officers, Promoters and Control Persons	48
Executive Compensation	51
Security Ownership of Certain Beneficial Owners and Management	54
Certain Relationships and Related Transactions	56
Recent Sales/Issuance of Unregistered Securities	58
Financial Statements	F-1
Legal Proceedings	62
Interests of Named Experts and Counsel	62
Commission Position on Indemnification for Securities Act Liabilities	62
Where You Can Find More Information	63
Other Expenses of Issuance and Distribution	63
Indemnification of Directors and Officers	63
Exhibits	64
Undertakings	68

PROSPECTUS SUMMARY

The following summary highlights material information contained in this prospectus. The summary does not contain all of the information you should consider before investing in the securities. Before making an investment decision, you should read the entire prospectus carefully, including the risk factors section, the financial statements and the notes to the financial statements.

GZ6G Technologies Corp Mission

Our mission is to be one of the industry’s most innovative and trusted 5G & Wi-Fi 6 and beyond enterprise smart technology solutions providers globally. Enabling enterprise technology and expertise consulting together to build smarter cities and venues of the future. Staff enterprise smart solutions consultants to provide a comprehensive and consolidated group of technology services to expedite enterprise client decisions, billing and support under one company and its divisions. Acquire industry supporting core business models that supports growth and scalability, while providing exceptional customer support for all stakeholders at the enterprise level.

GZ6G expects to be the operating parent company to all its divisions and subsidiaries leveraging the purchasing power to reduce operational expenses while improving overall benefits throughout the organization.

Expanding GZ6G Subsidiaries and Divisions to focus on 4 core areas of expertise to support Enterprise smart solutions: 1. Wireless networking, security managed services; 2. Data Center Services; 3. IOT software development; 4. Marketing, advertising, sponsorship services. We expect each subsidiary or division to operate on its own until GZ6G requires the expertise to fulfil all or part of GZ6G technologies enterprise smart solutions products and services as required by contracts.

As a smart technology solutions provider our overall mission is to enhance wireless network capabilities for high-density locations, incorporating next generation wireless networks to meet future wireless speeds such as WiFi 6 and 5G, improve in venue monetization solutions to help venue owners expedite infrastructure technologies, innovate reliable in venue mobile application, integrated Internet of Things (IoT) as the industry evolves that provides venue specific artificial intelligence data insights to enhance user engagement and experience.

GZ6G will provide infrastructure, data management, software development, and cyber security to its clients (hereinafter, also referred to as “Venues”).

Green Zebra Smart Networks (GZSN) Division Overview

GZ6G Technologies Corp (GZ6G), offers enterprise level IT and wireless networking services to national accounts while GZSN division, located in Irvine, CA, offers local enterprise level IT and wireless network technology consulting service, business technology infrastructure strategy and planning services, as well as IT networking hardware & security cloud software products and services. In addition, GZSN will provide businesses with monthly remote managed and monitoring service to the Orange County, California markets.

Green Zebra Smart Networks offers innovative solutions to help midsize business owners, post Covid, to upgrade, manage and provide remote work force IT technology infrastructure. GZSN services will provide opportunities to reduce IT infrastructure costs, reduce business labor costs by offering a local IT monitoring and managed service (MSP) solution that provides remote network engineering support.

Vision

Green Zebra Smart Networks plans to open the first of three IT Wireless MSP offices. We plan on revolutionizing the wireless managed service provider market (MSP) by focusing on the local business market that needs wireless IoT and remote network technology upgrades enabling businesses to grow with advanced security tools and network infrastructure technologies to operate their business much more efficiently with cloud technologies and resources.

Marketing

Starting July 5, 2021, began aggressively advertising Green Zebra Smart Network services to small to medium size businesses that need IT infrastructure upgrades, remote networking services and cloud security solutions in Orange County, Ca. Advertising initially for lead generation through social media, email marketing, and digital marketing campaigns to drive product and service awareness to create Green Zebra Smart Networks as the IT authority in the local market.

GZSN intends to provide educational videos and blogs on cyber security technology and the benefits of having Green Zebra Smart Networks as their trusted technology advisors, to encourage businesses to become our clients.

GZ6G Sales Methods: We intend to use the following methods to drive and increase sales:

●

Digital Marketing

●

Social Media Marketing

●

Inside Sales teams

●

Channel Partners

Revenue Model

We are unable to provide an estimated revenue for GZ6G at this time; however, our Green Zebra Smart Network Irvine, California local office began generating recurring revenue during the first quarter of 2022. We expect to continue onboarding clients during the remainder of 2022 and into the 2023 fiscal year.

Clients, when they are signed up, will incur recurring $5,000 monthly fees for IT security monitoring services and Local CCNA engineering with remote troubleshooting support capabilities and senior IT network engineers.

Additional non-recurring business revenue would be generated from IT infrastructure network Upgrades purchased from our smart solutions advisors.

In September 2022, the Company signed an exclusive, strategic partnership with MLB team, the Texas Rangers. Green Zebra will be managing sponsorship opportunities within the venue across IPTV (internet protocol television) and fans’ mobile devices during live games and other events. When a stadium guest logs into the venue’s Wi-Fi network, Green Zebra’s interface launches to provide fans with quick and secure Internet access on their mobile devices including relevant messaging, such as food and merchandise discounts, and urgent updates such as stadium or security information across the venue’s IPTVs.

Additionally, in September 2022, the Company entered into an engagement agreement with an Orange County, California-based real estate chain, RE/MAX, as its IT service provider. This Orange County engagement will provide an opportunity to service other RE/MAX locations as the environment is similar office to office.

Future Plans

GZ6G has future plans to roll up several complementary companies in the wireless, Wi-Fi security IoT and digital marketing sectors. GZ6G is able to provide wireless and digital promotion rights for certain events including WiFi media network advertising rights and the development of smart venue wireless networks and software engagement technology products for airports, stadiums, campuses and cities in the United States and International markets.

We believe that this Offering will provide us with added flexibility to raise capital in today’s financial climate. We believe that investors in today’s markets demand more transparency. By our registering this Offering and becoming a reporting company, we will provide that transparency to our investors. While we believe that our limited reporting requirements will satisfy most investors seeking transparency in any potential investment, we still caution that simply because we have a registration statement declared effective (when in fact, it does become effective) we will not become a “fully reporting” company, but rather, we will be only subject to the reporting requirements of Section 15(d) of the Securities Exchange Act of 1934. Accordingly, unless we subsequently register our shares of Common Stock pursuant to Section 12(b) or 12(g) of the Securities Exchange Act of 1943, except during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) if we have less than 300 shareholders at the beginning of our fiscal year. Further, our required disclosure is less extensive than the disclosures required of “fully reporting” companies. For example, we are not subject to disclose, in our Form 10K, risk factors, unresolved staff comments, or selected financial data, pursuant to Items 1A, 1B, 6, respectively.

We currently are generating limited revenues. Accordingly, our independent registered public accountants have issued an opinion expressing substantial doubt regarding our ability to continue as a going concern (please refer to the audit report to the financial statements). Until such time that we are able to establish a consistent flow of revenues from our operations which is sufficient to sustain our operating needs, management intends to rely primarily upon debt and equity financings to supplement cash flows, if any, generated by our services. We will seek out such financing as necessary to allow us to continue to grow our business operations, and to cover such costs, including professional fees, associated with being a reporting company with the Securities and Exchange Commission (“SEC”). We estimate such costs to be approximately $80,000 for the 12 months following this Offering. We have included such costs to become a publicly reporting company in our targeted expenses for working capital expenses and intend to seek out reasonable loans. Depending upon our growth, the funds raised in the Registration Statement may not be enough to fund operations for the twenty-four months following Effect of this Registration Statement and we may have to seek additional funding.

Our current cash and working capital is not sufficient to cover our current estimated expenses for our planned growth over the next 12 months, including; growing our engineering and marketing team, as well as our sales team; adding key technical software developers, and launching meaningful marketing awareness. However, we do expect that the funds we have received thus far, will allow us to continue our plans for the next six months. Our estimated expenses also include those fees associated with obtaining a Notice of Effectiveness from the SEC for this Registration Statement. We hope that we will be able to secure additional financing, and complete this Offering within the coming months, in order to initiate our marketing and anticipated growth. Upon obtaining effectiveness, we will conduct the Offering contemplated hereby, and anticipate raising sufficient capital from the offering to market and grow our Company. We believe that the maximum amount of funds generated from the Offering will provide us with enough proceeds to fund our plan for marketing and operations for up to twelve months after the completion of the Offering. Assuming we generate only nominal revenues, we will require additional financing to fund our operations during the twelve-month period following the completion of the Offering if all or substantially all of the shares offered hereby are not sold. While our ability to generate revenue is not correlated directly to the number of shares sold by us under the Offering, our potential to generate revenue can be affected by our marketing and advertising strategies and the amount of personnel we employ. These factors are directly related to the amount of proceeds we receive from the Offering, which corresponds to the number of shares we are successful in selling under the Offering (see “Use of Proceeds”). We believe we can begin generating accelerating revenues within the first six months following the successful completion of the Offering. It is unclear how much revenue our operations will generate; however, it is our hope that our revenues will exceed our costs. Our revenues will be impacted by how successful and well-targeted execution of our marketing campaign, the general condition of the economy, and the number of clients we will attract. For a further discussion of our initial operations, plan of operations, growth strategy and marketing strategy see the below section entitled “Description of Business”.

We are neither a “Shell Company” as defined in Rule 405 under the Securities Act of 1933 as amended, or a “Blank Check Company” as defined in Rule 419 (a2) under the Securities Act of 1933, as amended. We have a detailed business plan and business related assets and have no present plans or intentions to engage in a merger or acquisition with an identified company or companies, or other entity or person.

Corporate Information

Our principal executive offices are located at 1 Technology Drive, Bldg B, Irvine, CA 92618, Suite No. B123. Our telephone number is (949) 872-1965. Our website address is http://www.GZ6G.com. The information on, or that can be accessed through, our website is not part of this prospectus.

SUMMARY OF THE OFFERING

The Issuer		GZ6G Technologies Corp.

Number of Shares Currently Outstanding		50,000,000 Common Shares

Securities being offered by selling stockholders		The selling stockholders identified in this prospectus may offer and sell up to 50,000,000 shares of our common stock to be sold by Mast Hill Fund L.P. (MHFLP), a Delaware corporation, pursuant to the Equity Purchase Agreement. The 50,000,000 shares of common stock registered for resale by MHFLP represent approximately 59% of our current issued and outstanding shares of common stock, which totals 85,136,902 as of February 2, 2023, and will represent approximately 20% of the fully diluted outstanding common stock assuming all 50,000,000 shares are issued under this Offering. Mast Hill Fund, L.P., will not hold more than 4.99% of the issued and outstanding shares of our Common Stock at any one time.

Offering Price		The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus following the effectiveness of this Form S-1 Registration Statement, or not at all.

Public Market		We are currently traded on the OTCQB market under the symbol GZIC. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if and when an active secondary market might develop.

Duration of Offering		The shares offered pursuant to “Put Notices” are offered for a period of twenty-four months following effectiveness of this Registration Statement, unless extended by our Board of Directors for an additional 90 days.

Number of Shares Outstanding Before the Offering		There are 5,000,001 shares of Preferred Stock issued and outstanding as of the date of this prospectus, and 85,136,902 shares of Common Stock issued and outstanding as of the date of this prospectus, 0 Stock Options granted as of the date of this prospectus, and 18,931,271 Warrants issued as of the date of this prospectus.

Registration Costs		We estimate our total costs relating to the registration herein to be approximately $50,000.

Net Proceeds to the Company		If the Company is successful in issuing all available “Put Notices” to Mast Hill Fund, LP, we will issue 50,000,000 shares of Common Stock, $0.001 par value at an offering price equal to 90% of the volume weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date for the duration of the Offering (the “Offering”) for maximum net proceeds to the Company of $1,500,000 if all the shares are sold.

Use of Proceeds		We will receive proceeds from our sales of Common Stock to the Selling Stockholder under the Equity Line. We intend to use such proceeds for general corporate purposes and working capital requirements.

Risk Factors		An investment in our Common Stock involves a high degree of risk. You should carefully consider the risk factors set forth under the “Risk Factors” section herein and the other information contained in this prospectus before making an investment decision regarding our Common Stock.

NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements, including, without limitation, in the sections captioned “Description of Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Plan of Operations,” and elsewhere. Any and all statements contained in this prospectus that are not statements of historical fact may be deemed forward-looking statements. Terms such as “may,” “might,” “would,” “should,” “could,” “project,” “estimate,” “pro-forma,” “predict,” “potential,” “strategy,” “anticipate,” “attempt,” “develop,” “plan,” “help,” “believe,” “continue,” “intend,” “expect,” “future,” and terms of similar import (including the negative of any of the foregoing) may be intended to identify forward-looking statements. However, not all forward-looking statements may contain one or more of these identifying terms. Forward-looking statements in this prospectus may include, without limitation, statements regarding (i) the plans and objectives of management for future operations, (ii) a projection of income (including income/loss), earnings (including earnings/loss) per share, capital expenditures, dividends, capital structure or other financial items, (iii) our future financial performance, including any such statement contained in a discussion and analysis of financial condition by management or in the results of operations included pursuant to the rules and regulations of the SEC, and (iv) the assumptions underlying or relating to any statement described in points (i), (ii) or (iii) above.

The forward-looking statements are not meant to predict or guarantee actual results, performance, events or circumstances and may not be realized because they are based upon our current projections, plans, objectives, beliefs, expectations, estimates and assumptions and are subject to a number of risks and uncertainties and other influences, many of which we have no control over. Actual results and the timing of certain events and circumstances may differ materially from those described by the forward-looking statements as a result of these risks and uncertainties. Factors that may influence or contribute to the inaccuracy of the forward-looking statements or cause actual results to differ materially from expected or desired results may include, without limitation, our inability to obtain adequate financing, related insufficient cash flows and resulting illiquidity, our inability to expand our business, existing or increased competition, results of arbitration and litigation, stock volatility and illiquidity, and our failure to implement our business plans or strategies. A description of some of the risks and uncertainties that could cause our actual results to differ materially from those described by the forward-looking statements in this prospectus appears in the section captioned “Risk Factors” and elsewhere in this prospectus.

Readers are cautioned not to place undue reliance on forward-looking statements because of the risks and uncertainties related to them and to the risk factors.

RISK FACTORS

An investment in our Common Stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our Common Stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. Currently, shares of our Common Stock are not publicly traded. In the event that shares of our Common Stock become publicly traded, the trading price of our Common Stock could decline due to any of these risks, and you may lose all or part of your investment. In the event our Common Stock fails to become publicly traded you may lose all or part of your investment.

RISKS RELATED TO THE OFFERING

Our existing stockholders may experience significant dilution from the sale of our common stock pursuant to the Mast Hill Fund, LP (MHFLP) Equity Purchase Agreement.

The sale of our common stock to MHFLP in accordance with the Equity Purchase Agreement may have a dilutive impact on our shareholders. As a result, the market price of our common stock could decline. Additionally, the issuance of common stock pursuant to the Loan Treaty and subsequent convertible note(s) will have a dilutive impact on our shareholders.

The perceived risk of dilution may cause our stockholders to sell their shares, which may cause a decline in the price of our common stock. Moreover, the perceived risk of dilution and the resulting downward pressure on our stock price could encourage investors to engage in short sales of our common stock. By increasing the number of shares offered for sale, material amounts of short selling could further contribute to progressive price declines in our common stock.

MHFLP may not have sufficient capital to meet our Put notices.

MHFLP may not have sufficient capital to meet our requests. Additionally, MHFLP may enter into similar arrangements with different companies and if so, the amount of available funds may be significantly less than we anticipate.

We are registering an aggregate of 50,000,000 shares of common stock to be issued under the MHFLP Equity Purchase Agreement. The sale of such shares could depress the market price of our common stock.

We are registering an aggregate of MHFLP shares of common stock under the registration statement of which this prospectus forms pursuant to the MHFLP Equity Purchase Agreement. The sale of these shares into the public market by MHFLP could depress the market price of our common stock. As of February 2, 2022, there were 85,136,902 shares of our common stock issued and outstanding.

Unless we maintain an active trading market for our securities, investors may not be able to sell their shares.

We are a reporting company, and our common shares are quoted on the OTC Market (OTCQB) under the symbol “GZIC”. However, our trading market may not be maintained. Failure to maintain an active trading market will have a generally negative effect on the price of our common stock, and you may be unable to sell your common stock or any attempted sale of such common stock may have the effect of lowering the market price and therefore your investment could be a partial or complete loss.

Since our common stock is thinly traded it is more susceptible to extreme rises or declines in price, and you may not be able to sell your shares at or above the price paid.

Since our common stock is thinly traded its trading price is likely to be highly volatile and could be subject to extreme fluctuations in response to various factors, many of which are beyond our control, including (but not necessarily limited to):

●

the trading volume of our shares;

●

the number of securities analysts, market-makers and brokers following our common stock;

●

new products or services introduced or announced by us or our competitors;

●

actual or anticipated variations in quarterly operating results;

●

conditions or trends in our business industries;

●

announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;

●

additions or departures of key personnel;

●

sales of our common stock and

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general stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies.

Investors may have difficulty reselling shares of our common stock, either at or above the price they paid for our stock, or even at fair market value. The stock markets often experience significant price and volume changes that are not related to the operating performance of individual companies, and because our common stock is thinly traded it is particularly susceptible to such changes. These broad market changes may cause the market price of our common stock to decline regardless of how well we perform as a company. In addition, there is a history of securities class action litigation following periods of volatility in the market price of a company’s securities. Although there is no such litigation currently pending or threatened against us, such a suit against us could result in the incursion of substantial legal fees, potential liabilities and the diversion of management’s attention and resources from our business. Moreover, and as noted below, our shares are currently traded on the OTCQB (OTC.QB tier) and, further, are subject to the penny stock regulations. Price fluctuations in such shares are particularly volatile and subject to potential manipulation by market-makers, short-sellers and option traders.

We are a start-up company with a limited operating history and may never be able to carry out our intended operations or achieve any significant revenues or profitability. We are subject to the risks encountered by early stage companies.

Because we have a limited operating history, you should consider and evaluate our operating prospectus in light of the risks and uncertainties frequently encountered by early-stage companies in rapidly evolving markets. For us, these risks include:

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risks that we may not have sufficient capital to achieve our growth strategy;

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risks that we may not develop and market our proposed products in a manner that enables us to be profitable and meet our customers’ requirements;

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risks that our growth strategy may not be successful; and

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risks that fluctuations in our operating results will be significant relative to our revenues.

These risks are described in more detail below. Our future growth will depend substantially on our ability to address these and the other risks described in this prospectus. If we do not successfully address these risks, our business would be significantly harmed, and investors may lose their entire investment.

We are a smaller reporting company within the meaning of the Securities Act, and if we take advantage of certain exemptions from disclosure requirements available to “smaller reporting companies,” this could make our securities less attractive to investors and may make it more difficult to compare our performance with other public companies.

We are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. We will remain a smaller reporting company until the last day of the fiscal year in which (1) the market value of our ordinary shares held by non-affiliates exceeds $250 million as of the prior December 31, or (2) our annual revenues exceeded $100 million during such completed fiscal year and the market value of our ordinary shares held by non-affiliates exceeds $700 million as of the prior December 31. To the extent we take advantage of such reduced disclosure obligations, it may also make comparison of our financial statements with other public companies difficult or impossible.

We may not be able to further implement our business strategy unless sufficient funds are raised in this Offering. Our inability to raise additional funds could cause investors to lose their investment. Additionally, we may have to seek additional capital through the sale of additional shares or equity securities, which would result in additional dilution to our stockholders.

We may not realize sufficient proceeds from this Offering to further business development, or to provide adequate cash flow for planned business activities. As at September 30, 2022 we had $174,091 cash on hand and as of December 31, 2021, we had $759,751 cash on hand. We have generated limited revenue from our operations to date. At this rate, we expect that we will not be able to continue operations without obtaining additional funding or beginning to generate significant revenue. Accordingly, we anticipate that additional funding will be needed for general administrative expenses, business development, marketing costs and support materials.

If our resources are insufficient to satisfy our cash requirements, we may seek to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity securities could result in additional dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations. We cannot assure you that financing will be available in amounts or on terms acceptable to us, if at all.

Because William Coleman Smith, our sole officer and a director currently owns 100% of our outstanding Preferred Stock, investors may find that corporate decisions influenced by William Smith are inconsistent with the best interests of other stockholders.

William Coleman Smith, our Founder, Chief Executive Officer and Chairman, currently owns 100% of the outstanding shares of our Special 2018 Series A Preferred Stock, and 100% of the issued and outstanding Special 2018 Series B Preferred Stock which authorizes 51% of all voting rights of all classes of shares. Accordingly, William Coleman Smith will have a significant influence in determining the outcome of all corporate transactions or other matters, including mergers, consolidations and the sale of all, or substantially all, of our assets, and also the power to prevent or cause a change in control. While we have no current plans with regard to any merger, consolidation or sale of substantially all of our assets, the interests of Mr. Smith may still differ from the interests of the other stockholders.

Because William Coleman Smith owns all of the Issued and Outstanding shares of Preferred Stock, and he has 51% of all votes with respect to any and all matters presented for stockholder action, Mr. Smith could sell all of his Series A Preferred Stock and all. or a large portion, of his Common Stock and still make all material decisions regarding the operation and corporate governance of the Company.

Mr. Smith owns all of the issued and outstanding shares of Preferred Stock, consisting of Special 2018 Series A Preferred Stock and Special 2018 Series B Preferred Stock, as well as a number of shares of Common Stock. In the event that Mr. Smith sold his Special 2018 Series A Preferred Stock, and all, or a large portion, of his common stock, he would still have control of the Company and would have the ability to make all material decisions regarding the corporate governance of the Company.

Because the Special 2018 Series A Preferred Stock issued to William Coleman Smith, provides for certain rights, preferences, powers, privileges, restrictions, qualifications and limitations, investors may find that corporate decisions influenced by William Coleman Smith are inconsistent with the best interests of other stockholders.

The Special 2018 Series A Preferred Stock has a number of rights, privileges and preferences in accordance with the Certificate of Designations, Preferences and Rights of Special 2018 Series A Convertible Preferred Stock filed by us with the Nevada Secretary of State, including the following:

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Voting Rights: The Special 2018 Series A Preferred Stock have one vote for each share owned.

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Adverse Effects: The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of Special 2018 Series A Preferred Stock without the written consent of the holder(s) of the Special 2018 Series A Preferred Stock.

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Conversion: The shares of Special 2018 Series A Preferred Stock shall convert into common shares at the rate of 10 new shares for every one share of Special 2018 Series A Preferred Stock owned. The holder of the Special 2018 Series A Preferred Stock can convert the shares into common shares at any time.

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Dividends: The Special 2018 Series A Preferred Stock are not entitled to any dividends.

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No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series A Preferred Stock.

These rights, preferences, powers, privileges, restrictions, qualifications and limitations, investors may find that corporate decisions influenced by William Coleman Smith are inconsistent with the best interests of other stockholders.

Because the Special 2018 Series B Preferred Stock issued to William Coleman Smith provides for certain rights, preferences, powers, privileges, restrictions, qualifications and limitations, investors may find that corporate decisions made by William Coleman Smith are inconsistent with the best interests of other stockholders.

The Special 2018 Series B Preferred Stock has a number of rights, privileges and preferences in accordance with the Certificate of Designations, Preferences and Rights of Special 2018 Series B Convertible Preferred Stock filed by us with the Nevada Secretary of State, including the following:

Voting Rights: The Special 2018 Series B Preferred Stock stockholder is entitled to 51% of all votes (including, but not limited to common stock and preferred stock (including on an as converted basis) entitled to vote at each meeting of the stockholders of the Corporation (and written actions of the stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders for their action or consideration.

Adverse Effects: The Corporation cannot amend, alter, or repeal the preferences, rights, powers or other terms of the Special 2018 Series B Preferred Stock without the written consent or affirmative vote of the holder of the Special 2018 Series B Preferred Stock.

Dividends: The Special 2018 Series B Preferred Stock shall not be entitled to any dividends.

No Impairment: The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series B Preferred Stock.

We have the ability to issue additional shares of our common stock and shares of preferred stock without asking for stockholder approval, which could cause your investment to be diluted.

Our Articles of Incorporation authorizes the Board of Directors to issue up to 500,000,000 shares of common stock and up to 10,000,001 shares of preferred stock. The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock is generally not subject to stockholder approval. Accordingly, any additional issuance of our common stock or preferred stock that may be convertible into common stock, may have the effect of diluting your investment. Further, any issuance of preferred stock with voting rights, including weighted voting rights, may have the effect of limiting the voting power of holders of our common stock.

There is substantial doubt about our ability to continue as a going concern.

We have no certainty of achieving or growing revenues in the future and have a working capital deficit. These factors, among others, raise substantial doubt about our ability to continue as a going concern. Our ability to generate future revenues will depend on a number of factors, many of which are beyond our control. These factors include general economic conditions, market acceptance of our marketing platform, proposed products and competitive efforts. Due to these factors, we cannot anticipate with any degree of certainty what the revenues will be in future periods. As such, our independent registered public accounting firm have expressed substantial doubt about our ability to continue as a going concern. Their opinion could materially limit our ability to raise additional funds by issuing new debt or equity securities or otherwise. You should consider our independent registered public accountant’s comments when determining if an investment in us is suitable.

You may have limited access to information regarding our business.

As of effectiveness of our registration statement of which this prospectus is a part, we will be required to file periodic reports with the SEC, which will be immediately available to the public for inspection and copying (see “Where You Can Find More Information” elsewhere in their prospectus). Except during the year that our registration statement becomes effective, these reporting obligations may be automatically suspended under Section 15(d) if we have less than 300 shareholders at the beginning of our fiscal year. We currently have fewer than 300 shareholders and if we continue to have fewer than 300 shareholders, we will be exempt from the filing requirements as required pursuant to Section 13 of the Securities Exchange Act and will not be required to file any periodic reports, including Form 10Q and 10K filings, with the SEC subsequent to the Form 10K required for the fiscal year in which our registration statement is effective. Further, disclosures in our Form 10K that we will be required to file for the fiscal year in which our registration statement is effective, is less extensive than the disclosures required of fully reporting companies. Specifically, we are not subject to disclose in our Form 10K risk factors, unresolved staff comments, or selected financial data, pursuant to Items 1A, 1B, 6, respectively. If the reports are not filed or are less extensive than those required of fully reporting companies, the investors will have reduced visibility as to the Company and its financial condition.

RISKS RELATED TO OUR BUSINESS

An information security incident, including a cybersecurity breach, could have a negative impact to the Company’s business or reputation.

The extensive information security and cybersecurity threats, which affect companies globally, pose a risk to the security and availability of these IT systems and networks, and the confidentiality, integrity, and availability of the Company’s sensitive data. The Company continually assesses these threats and makes investments to increase internal protection, detection, and response capabilities, as well as ensure the Company’s third party providers have required capabilities and controls, to address this risk. To date, the Company has not experienced any material impact to the business or operations resulting from information or cybersecurity attacks; however, because of the frequently changing attack techniques, along with the increased volume and sophistication of the attacks, there is the potential for the Company to be adversely impacted. This impact could result in reputational, competitive, operational or other business harm as well as financial costs and regulatory action. The Company maintains cybersecurity insurance in the event of an information security or cyber incident, however, the coverage may not be sufficient to cover all financial losses.

IP and Technology Risks

The extensive IP and technology risks, which affect companies globally, pose a risk to the security of our technology. We have conducted informational presentations with our employees regarding these risks and have security measures in place to detect unauthorized intrusion into our networks and technology.

If our electronic data is compromised our business could be significantly harmed.

If our electronic data is compromised, our business could be significantly harmed. We maintain systems and processes designed to protect this data, but notwithstanding such protective measures, there is a risk of intrusion, cyber-attacks or tampering that could compromise the integrity and privacy of this data. In addition, we provide confidential and proprietary information to our third-party business partners in certain cases where doing so is necessary to conduct our business. While we obtain assurances from those parties that they have systems and processes in place to protect such data, and where applicable, that they will take steps to assure the protections of such data by third parties, nonetheless those partners may also be subject to data intrusion or otherwise compromise the protection of such data. Any compromise of the confidential data of our customers, consumers, suppliers, partners, employees or ourselves, or failure to prevent or mitigate the loss of or damage to this data through breach of our information technology systems or other means could substantially disrupt our operations, and you could lose your entire investment.

Defects or disruptions in our services could diminish demand for our services and subject us to substantial liability.

Because our services are complex and incorporate a variety of hardware, proprietary software and third-party software, our services may have errors or defects that could result in unanticipated downtime for our subscribers and harm to our reputation and our business.

A failure to keep pace with developments in technology could impair our operations or competitive position.

Our business continues to demand the use of sophisticated systems and technology. These systems and technologies must be refined, updated and replaced with more advanced systems on a regular basis in order for us to meet our customers’ demands and expectations. If we are unable to do so on a timely basis or within reasonable cost parameters, or if we are unable to appropriately and timely train our employees to operate any of these new systems, our business could suffer.

The COVID-19 pandemic and the efforts to mitigate its impact may have an adverse effect on our business, liquidity, results of operations, financial condition and price of our securities.

The pandemic involving the novel strain of coronavirus, or COVID-19, and the measures taken to combat it, may have certain and adverse effects on our business. Public health authorities and governments at local, national and international levels have announced various measures to respond to this pandemic. Some measures that directly or indirectly impact our business include:

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voluntary or mandatory quarantines;

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restrictions on travel; and

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limiting gatherings of people in public places.

We have encouraged our contractors and consultants to work remotely when possible and we also have enacted our business continuity plans, including implementing procedures requiring employees to work remotely where possible which may make maintaining our normal level of corporate operations, quality controls and internal controls difficult. Moreover, the COVID-19 pandemic has caused temporary or long-term disruptions in our supply chains and/or delays in the delivery of our inventory. Further, the COVID-19 pandemic and mitigation efforts have also adversely affected our customers’ financial condition, resulting in delayed spending in the venues we serve.

Because of the pandemic, large gatherings, such as in sports venues, concert halls, and at university campuses, have been prohibited, and the need for our Company’s services have been delayed.

As events are rapidly changing, we do not know how long the COVID-19 pandemic and the measures that have been introduced to respond to it will disrupt our operations or the full extent of that disruption. Further, once we are able to restart normal business hours and operations doing so may take time and will involve costs and uncertainty. We also cannot predict how long the effects of COVID-19 and the efforts to contain it will continue to impact our business after the pandemic is under control. Governments could take additional restrictive measures to combat the pandemic that could further impact our business or the economy in the geographies in which we operate.

Our Officers and Directors have limited experience running public companies past the start-up phase.

Although Mr. Smith has over 25 years of experience in running businesses, he lacks experience in running a public company; if you invest in our Company, we may not be able to stay compliant under the rules and regulations of the Securities and Exchange Commission, and you could lose your entire investment.

Our independent Directors have limited experience running public companies.

The Company appointed two independent Directors on August 6, 2021, and although they collectively have over 50 years of successful business management, neither have run a public company, and so lack the experience that independent directors in other companies may have; if you invest in our Company, these independent directors may have different ideas about running the Company and a conflict could arise between our Officer and Director Cole Smith, and you could lose your entire investment.

Key management personnel may leave us, which could adversely affect the ability of us to continue operations.

We are entirely dependent on the efforts of our sole officer and member of the board of directors William Coleman Smith, because of the time and effort that he devotes to our Company. We risk the loss of Mr. Smith, who provides day-to-day operational leadership as well as visionary leadership. He is in charge of overseeing all development strategies, supervising any/all future personnel, including the sales team, and any consultants or contractors that the Company engages to assist in developing its marketing plan. The loss of him, or other key personnel in the future, could have a material adverse effect on our business, financial condition and results of operations. We will seek “key person” life insurance on its key executives; however, we cannot be sure we will be able to obtain such insurance or that we will be able to afford the insurance. Even if we can obtain key person life insurance on acceptable terms, the proceeds of the insurance may not be sufficient to truly replace the loss of the “key person”. Our success will depend on the performance of Mr. Smith, and the ability to retain, as well as attract and motivate other personnel to drive growth.

Our Directors and Executive Officers are Directors and Executive Officers of our subsidiary.

Our Directors and Executive Officers are Directors and Executive Officers of Green Zebra Media, our subsidiary. Mr. Smith is the sole director, and officer of Green Zebra Media, holding the positions of Chairman of the Board, Chief Executive Officer and Director; the interests of Green Zebra Media may require substantial dedication at times and may be detrimental to the business of the Company. Further, Mr. Smith is Chairman of the Board, Chief Executive Officer and Director of ELOC Holding Corp; the interests of ELOC Holding may require substantial dedication at times and may be detrimental to the business of the Company.

Our Executive Officers and Directors have additional business activities and as such are not devoting all of their time to us, which may result in periodic interruptions, or business failure.

Although we do not feel there is a conflict of interest, our Founder, William Coleman Smith, is the President of our subsidiary Green Zebra Media and must balance his time between running the public company, GZ6G Technologies Corp, and the subsidiary, Green Zebra Media. While there are no set minimum hours that he is obligated to work on each of the businesses mentioned above, he spends at least 25 hours on GZ6G Technologies Corp. a week, and at least 25 hours a week on Green Zebra Media. Our operations may be such that decisions need to occur at times when Mr. Smith is unavailable, which may lead to the periodic interruption in the implementation of our business plan. Such delays could have a significant negative effect on the success of the business.

Our Independent Directors have outside interests and full-time jobs and as such may not be able to devote the amount of time necessary to successfully perform their duties as independent directors, which may result in periodic interruptions, or business failure.

Although we do not feel there is a conflict of interest, our Independent Directors will continue to work outside of the Company. While there are no set minimum hours that they are obligated to work on the business of our Company, our operations may be such that decisions need to occur at times when they are unavailable, which may lead to the periodic interruption in the implementation of our business plan. Such delays could have a significant negative effect on the success of the business.

Our current cash flow and access to capital compared to the fees being earned by our CEO and CFO may adversely affect our future performance and operations.

Mr. Smith’s employment agreements provide for payments of $30,000 per month. A company controlled by Mr. Smith, ELOC Holdings Corp. also has a contract with the Company for management fees of $10,000 per month. Currently, amounts charged by ELOC Holdings Corp. are being accrued and deferred until such time that we are in a position, as determined in the sole discretion of the Company’s Board of Directors, to begin making any such payments. However, should we begin generating meaningful revenue or raising funds hereunder, our Board of Directors may determine that such payments should be used to pay currently accrued and deferred salary. Any such decision would negatively affect our cash flows and would adversely affect us.

We have established a global command center staffed by wireless and IT engineers and support technicians managing physical hardware and software in the cloud in order to support client needs.

The command center offers digital leaders scale and agility, to speed the launch of wireless, digital services and data analytics services, and seamlessly connect customers to world class experiences. Our wireless IT network managed services and data center initiative for clients and partners will monitor Wireless IT networks and dispatch technicians as necessary to ensure continuous functionality of our Wi-Fi networks. If we are unable to maintain this global command center, we will be unable to provide the full-service support to our client base and our business could fail.

We have a short operating history in Digital Media and we may not be able to attract and keep sponsors as quickly as larger digital media companies can.

The Company has a short operating history in the Digital Media space of working with national and regional sponsors for Wi-Fi networks, and it may take a longer time to attract, and retain, sponsors than it would for a larger digital media company.

We are partly dependent on our partner network company, Lumen Technologies Corp (F/K/A CenturyLink), and its infrastructure.

GZ6G has an approved five-year written Master Service Agreement (MSA) vendor agreement with Lumen Technologies Corp (Lumen) (F/K/A CenturyLink) wherein GZ6G will provide enterprise level smart technology sales and marketing support to help Lumen enterprise sales teams nationally.

The Agreement is non-exclusive with GZ6G acting as a supplier of software, license to use the software, service of the software, packaging and shipping the software, and installation of the software, as well as hosting services for the software.

The Agreement was entered into on June 15, 2018, for a five-year term, automatically renewable in one-year terms, unless terminated by either party, with a one hundred eighty (180) day notice prior to the completion of the current term. Termination may be for convenience or for cause.

Due to existing relationships Lumen has with Venues, Stadiums, and Smart City target markets we are partly dependent on Lumen for introduction and exposure into those target markets. If Lumen decides it wants to sever its relationship with us, it could damage our business, as we may not be able to form the relationships and cultivate partnerships on our own, and it would be detrimental to revenue growth.

We may not be able to hire sufficient support personnel.

We will need to hire personnel on a continuous basis for IT support, installation and network management for the Wi-Fi networks. If it is difficult to hire enough appropriate personnel, the Company may need to hire contract workers or acquire an IT staff to install and manage Wi-Fi networks. The Company will also need to hire sales personnel to address sponsors. If we are unable to hire the appropriate support personnel, our business plan will be damaged, and our business could fail.

GZ6G Technologies will need to raise capital for product development.

We will need future funding to implement our business plan. If the Company is unsuccessful in raising sufficient funding, our business plan may not progress as planned, and our business could fail.

If we are unable to engage the number of experienced staff to run our global command center, our business may fail.

If we cannot engage the experienced staff to run our global command center and service our clients, our business may fail, and you could lose all of your investment.

We have a rapidly evolving business model and our proposed product and services could fail to attract or retain clients or generate revenue.

We have a rapidly evolving business model and are regularly exploring the development of our offerings to our proposed target venue. This is due to the increasing speeds of internet channels and broadbands that frequently update their product information requirements, policies, merchandising strategies and integration specifications causing retailers and manufacturers to have to stay constantly up to speed and revise their online business strategies, product listings and attributes, and business rules, which can be resource-intensive and time-consuming. GZ6G will need to maintain its position in keeping up, and surpassing, other Internet companies with regard to speed and technology. If the product and services we introduce fail to engage venues, we may fail to acquire or retain enough business or generate sufficient revenue or other value to justify our investment, and our business may be materially and adversely affected. Our ability to retain or increase our client base and revenue will depend heavily on our ability to innovate and to create successful technology and marketing tools so that the client is convinced of our necessity.

If we are unable to maintain favorable terms with our venues, our expected gross profit may be adversely affected.

The success of our business depends in part on our ability to retain and increase the number of venues who contract us to serve multiple facets of their wireless internet, digital marketing and IoT. This includes developing a custom digital marketing platform for their company, managing and optimizing their wireless networks. Digital marketing support includes banner and social media advertisements and advertorials, website and shopping portal purchase engagements. The success of our business model is based on the premise that a venue will find our product services so comprehensive, they will contract us to do all of these services with us, instead of finding separate service providers for each facet of their wireless and marketing plan.

If our technical and support teams do not meet the needs and expectations of our venues, our business could suffer.

Our business will depend on the effectiveness of our personnel to carry out efficiently and accurately all aspects of a venue’s wireless network platform and marketing plan. Our success depends on our teams to possess the core capabilities and skill sets that help our venues execute on targeted audiences.

Our business is competitive. Competition presents an ongoing threat to the success of our business.

Our success depends on successfully servicing our venues; we will compete with companies who have access to greater amounts of capital, and who have established relationships with a larger base of venues. Because of their size and bargaining power, our competitors may be able to offer their services at lower prices than us in the initial stages of our development. As a result, our operations may be significantly and negatively impacted by our larger, more established competitors.

We cannot assure you that we will be able to manage the growth of our Company effectively.

We plan to experience average growth in demand for our product and services once we are able to launch our proposed platform. We expect our number of venues to increase once we launch our marketing plan, and we expect our growth to continue for the foreseeable future. The growth and expansion of our product offerings could place significant demands on our management and our operational and financial resources. We will need to manage multiple relations with our marketing team, technical support team, and our design engineers. To effectively manage our growth, we will need to continually implement operational plans and strategies, improve and expand our infrastructure of people and information systems, and train and manage our team.

Our business will depend on our ability to maintain and scale the network infrastructure necessary to operate our network application; and any significant disruption in service of our information data center or applications could result in a loss of venues.

Venues will access the platform we have created for them through our servers to manage their wireless networks within the venue. Our reputation and ability to acquire, retain and serve our venues will be dependent upon the reliable performance of our proprietary network IoT platform and our servers. Issues within our internal servers, or IoT platform, whether due to system failures, computer viruses or physical or electronic break-ins, could affect the security or availability of our IoT platform, and prevent our venues from accessing their product management.

We may not be able to adequately protect our intellectual property rights or may be accused of infringing intellectual property rights of third parties.

We will regard our client lists and any intellectual property we may acquire, i.e., patents, trademarks, service marks, copyrights, and similar intellectual property that would be critical to our success, and we will rely on trademark, copyright and confidentiality and/or license agreements to protect our proprietary rights. Effective intellectual property protection may not be available in every area in which our products are made available. Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be unable to prevent third parties from acquiring and using domain names that are similar to, infringe upon or diminish the value of our patents and other proprietary rights. We may be unable to prevent third parties from using and registering our trademarks, or trademarks that are similar to, or diminish the value of our trademark.

We will be subject to payments-related risks.

We plan to accept payments using wire transfer, checks, PayPal, credit card and debit card. As we offer new payment options to consumers, we may be subject to additional regulations, compliance requirements and fraud. For certain payment methods, including credit and debit cards, we will pay interchange and other fees, which may increase over time and raise our operating costs and lower profitability. We will rely on third parties to provide payment-processing services, including the processing of credit cards and debit cards and it could disrupt our business if these companies become unwilling or unable to provide these services to us. We will also be subject to payment card association operating rules, certification requirements and rules governing electronic funds transfers, which could change or be reinterpreted to make it difficult or impossible for us to comply. If we fail to comply with these rules or requirements, we may be subject to fines and higher transaction fees and lose our ability to accept credit and debit card payments from consumers or facilitate other types of online payments, and our business and operating results could be adversely affected.

RISKS RELATING TO OUR COMMON STOCK

Our stock price may be volatile.

The market price of our Common Stock is likely to be highly volatile and could fluctuate widely in price in response to various potential factors, many of which will be beyond our control, including the following:

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Our competitors;

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Additions or departures of key personnel;

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Our ability to execute our business plan:

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Operating results that fall below expectations; and

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Period-to-period fluctuations in our financial results.

In addition, the securities markets have from time-to-time experienced significant price and volume fluctuations that are unrelated to the operating performance of particular companies. These market fluctuations may also materially and adversely affect the market price of our Common Stock.

As a public company, we will incur substantial expenses.

Upon declared effectiveness of this Registration Statement by the SEC, we will become subject to the information and reporting requirements of the U.S. securities laws. The U.S. securities laws require, among other things, review, audit, and public reporting of our financial results, business activities, and other matters. Recent SEC regulation, including regulation enacted as a result of the Sarbanes-Oxley Act of 2002, has also substantially increased the accounting, legal, and other costs related to becoming and remaining an SEC reporting company. If we do not have current information about our Company available to market makers, they will not be able to trade our stock. The public company costs of preparing and filing annual and quarterly reports, and other information with the SEC and furnishing audited reports to stockholders, will cause our expenses to be higher than they would be if we were privately-held. In addition, we are incurring substantial expenses in connection with the preparation of this Registration Statement. These increased costs may be material and may include the hiring of additional employees and/or the retention of additional advisors and professionals. Our failure to comply with the federal securities laws could result in private or governmental legal action against us and/or our Officers and Director, which could have a detrimental effect on our business and finances, the value of our stock, and the ability of stockholders to resell their stock.

FINRA sales practice requirements may limit a stockholder’s ability to buy and sell our stock.

The Financial Industry Regulatory Authority (“FINRA”) has adopted rules that relate to the application of the SEC’s penny stock rules in trading our securities and require that a broker/dealer have reasonable grounds for believing that the investment is suitable for that investor prior to recommending the investment. Prior to recommending speculative, low priced securities to their non-institutional investors, broker/dealers must make reasonable efforts to obtain information about the investor’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative, low priced securities will not be suitable for at least some investors. The FINRA requirements make it more difficult for broker/dealers to recommend that their customers buy our Common Stock, which may have the effect of reducing the level of trading activity and liquidity of our Common Stock. Further, many brokers charge higher transactional fees for penny stock transactions. As a result, fewer broker/dealers may be willing to make a market in our Common Stock, reducing a shareholder’s ability to resell shares of our Common Stock.

We may be exposed to potential risks resulting from new requirements under section 404 of the Sarbanes-Oxley Act of 2002.

In addition to the costs of compliance with having our shares listed on the OTCBB and/or OTC Markets, there are substantial penalties that could be imposed upon us if we fail to comply with all regulatory requirements. In particular, under Section 404 of the Sarbanes-Oxley Act of 2002, as a smaller reporting company, our management will be required to provide a report on the effectiveness of our internal controls over financial reporting, beginning with our second annual report, and we will not be required to provide an auditor’s attestation regarding such report. We have not assessed the effectiveness of our disclosure controls and procedures or our internal controls over financial reporting, and we expect to incur additional expenses and diversion of management’s time as a result of performing the system and process evaluation, testing and remediation required in order to comply with the management certification requirements. Additionally, investors should be aware of the risk that management may assess and render the Company’s internal controls ineffective, which could have a material adverse effect on the Company’s financial condition or result of operations.

Our Common Stock is currently deemed to be “penny stock”, which makes it more difficult for investors to sell their shares.

Our Common Stock is currently subject to the “penny stock” rules adopted under section 15(g) of the Exchange Act. The penny stock rules apply to companies whose common stock is not listed on the NASDAQ Stock Market or other national securities exchange and trades at less than $5.00 per share. These rules require, among other things, that brokers who trade penny stock to persons other than “established customers” complete certain documentation, make suitability inquiries of investors and provide investors with certain information concerning trading in the security, including a risk disclosure document and quote information under certain circumstances. Many brokers have decided not to trade penny stocks because of the requirements of the penny stock rules and, as a result, the number of broker-dealers willing to act as market makers in such securities is limited. If the Company remains subject to the penny stock rules for any significant period, it could have an adverse effect on the market, if any, for our securities. If our securities are subject to the penny stock rules, investors will find it more difficult to dispose of our securities.

The elimination of monetary liability against our existing and future directors, officers and employees under Nevada law and the existence of indemnification rights our existing and future directors, officers and employees may result in substantial expenditures us and may discourage lawsuits against our directors, officers and employees.

Our Certificate of Incorporation contains specific provisions that eliminate the liability of directors for monetary damages to us and our stockholders. Further, we are prepared to give such indemnification to our existing and future directors and officers to the extent provided by Nevada law. We may also have contractual indemnification obligations under any employment agreements we may have with our officers and directors. The foregoing indemnification obligations could result in us incurring substantial expenditures to cover the cost of settlement or damage awards against directors and officers, which we may be unable to recoup. These provisions and resultant costs may also discourage us from bringing a lawsuit against existing and future directors and officers for breaches of their fiduciary duties and may similarly discourage the filing of derivative litigation by our stockholders against us existing and future directors and officers even though such actions, if successful, might otherwise benefit us and our stockholders.

USE OF PROCEEDS

We will receive proceeds from our sales of Common Stock to the Selling Stockholder under the Equity Line and upon presentation of “Put Notices” to MHFLP. We intend to use the proceeds for general corporate purposes and working capital requirements.

If we require additional funding, we will seek such funds from friends, family, and business acquaintances in order to continue our operations. As with any form of financing, there are uncertainties concerning the availability of such funds on terms acceptable to us, as we have not received any firm commitments or indications of interest from our friends, family members, or business acquaintances regarding potential investments in our Company.

SELLING STOCKHOLDERS

The selling stockholders identified in this prospectus may offer and sell up to 50,000,000 shares of our common stock to be sold by MHFLP pursuant to the Equity Purchase Agreement. The 50,000,000 shares of common stock registered for resale by MHFLP represent approximately 59% of our current issued and outstanding shares of common stock, which totals 85,136,902 as of February 2, 2023, and will represent approximately 20% of the fully diluted outstanding common stock assuming all 50,000,000 shares are issued under this Offering.

None of the selling stockholders are broker-dealers or affiliates of broker-dealers. MHFLP will be deemed to be an underwriter within the meaning of the Securities Act. Certain other selling stockholders may also be deemed to be underwriters. Any profits realized by such selling stockholders may be deemed to be underwriting commissions.

Information concerning the selling stockholders may change from time to time and, if necessary, we will amend or supplement this prospectus accordingly. We cannot give an estimate as to the number of shares of common stock that will actually be held by the selling stockholders upon termination of this offering because the selling stockholders may offer some or all of the common stock under the offering contemplated by this prospectus or acquire additional shares of common stock. The total number of shares that may be sold hereunder will not exceed the number of shares offered hereby. Please read the section entitled “Plan of Distribution” in this prospectus.

The manner in which the selling stockholders acquired or will acquire shares of our common stock is discussed below under “The Offering.”

The following table sets forth the name of each selling stockholder, the number of shares of our common stock beneficially owned by such stockholder before this offering, the number of shares to be offered for such stockholder’s account and the number and (if one percent or more) the percentage of the class to be beneficially owned by such stockholder after completion of the offering. The number of shares owned are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares of our common stock as to which a person has sole or shared voting power or investment power and any shares of common stock which the person has the right to acquire within 60 days of February 2, 2023, through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement, and such shares are deemed to be beneficially owned and outstanding for computing the share ownership and percentage of the person holding such options, warrants or other rights, but are not deemed outstanding for computing the percentage of any other person. Beneficial ownership percentages are calculated based on 85,136,902 shares of our common stock outstanding as of February 2, 2023.

Unless otherwise set forth below, (a) the persons and entities named in the table have sole voting and sole investment power with respect to the shares set forth opposite the selling stockholder’s name, subject to community property laws, where applicable, and (b) no selling stockholder had any position, office or other material relationship within the past three years, with us or with any of our predecessors or affiliates. The number of shares of common stock shown as beneficially owned before the offering is based on information furnished to us or otherwise based on information available to us at the timing of the filing of the registration statement of which this prospectus forms a part.

Number of Shares to be Owned by Selling Stockholder After the Offering and Percent of Total Issued and Outstanding Shares

Name of Selling Stockholder

Shares Owned by the Selling Stockholders before the Offering ⁽¹⁾

Shares of Common Stock Being Offered or Sold

# of Shares ⁽²⁾

% of Class ⁽²⁾

Mast Hill Fund L.P. ⁽³⁾

50,000,000

N/A

(1)

Beneficial ownership is determined in accordance with Securities and Exchange Commission rules and generally includes voting or investment power with respect to shares of common stock. Shares of common stock subject to options, warrants and convertible debentures currently exercisable or convertible, or exercisable or convertible within 60 days, are counted as outstanding. The actual number of shares of common stock issuable upon the conversion of the convertible debentures is subject to adjustment depending on, among other factors, the future market price of our common stock, and could be materially less or more than the number estimated in the table.

(2)

Because the selling stockholders may offer and sell all or only some portion of the 50,000,000 shares of our common stock being offered pursuant to this prospectus and may acquire additional shares of our common stock in the future, we can only estimate the number and percentage of shares of our common stock that any of the selling stockholders will hold upon termination of the offering.

(3)

Mast Hill Fund L.P. are prohibited, in their respective agreements, from owning more than 4.99% of the issued and outstanding shares of common stock at any one time.

THE OFFERING

On November 10, 2021, we entered into an Equity Purchase Agreement (the “Equity Purchase Agreement”) with Mast Hill Fund, L.P. (“MHFLP”) Although we are not mandated to sell shares under the Equity Purchase Agreement, the Equity Purchase Agreement gives us the option to present “Put Notices” to MHFLP, up to $10,000,000 worth of our common stock over the period ending twenty-four months following the Effect of this Registration Statement. The $10,000,000 was stated as the total amount of available funding in the Equity Purchase Agreement because this was the maximum amount that MHFLP agreed to offer us in funding. There is no assurance that the market price of our common stock will increase in the future.

The purchase price of the common stock will be equal to 90% of the volume weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date for the duration of the Offering (the “Offering”) for a period of two years from the effective date of this prospectus, unless extended by our Board of Directors for up to an additional ninety (90) days; there is an ownership limit for MHFLP of 4.99%.

On the Put Notice date, we are required to deliver Put shares to MHFLP in an amount (the “Estimated Put Shares”) determined by the amount of funds we request from MHFLP, and MHFLP is required to simultaneously deliver to us, the investment amount indicated on the Put Notice.

MHFLP is not permitted to engage in short sales involving our common stock during the commitment period ending twelve months following the Effect of this Registration Statement. In accordance with Regulation SHO however, sales of our common stock by MHFLP after delivery of a Put Notice of such number of shares reasonably expected to be purchased by MHFLP under a Put will not be deemed a short sale.

In addition, we must deliver the other required documents, instruments and writings required. MHFLP is not required to purchase the Put Shares unless:

●

Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective.

●

We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities.

●

We shall have filed with the SEC in a timely manner all reports, notices and other documents required.

As we draw down on the equity line of credit, shares of our common stock will be sold into the market by MHFLP. The sale of these shares could cause our stock price to decline. In turn, if our stock price declines and we issue more puts, more shares will come into the market, which could cause a further drop in our stock price. You should be aware that there is an inverse relationship between the market price of our common stock and the number of shares to be issued under the equity line of credit. We have no obligation to utilize the full amount available under the equity line of credit.

Neither the Equity Purchase Agreement nor any rights of ours, or MHFLP’s, thereunder may be assigned to any other person.

DETERMINATION OF OFFERING PRICE

The offering price and other terms and conditions relative to our shares have been arbitrarily determined by us and do not bear any relationship to assets, earnings, book value, or any other objective criteria of value. In addition, no investment banker, appraiser, or other independent third party has been consulted concerning the offering price for the shares, or the fairness of the offering price used for the shares.

DILUTION

The Company intends to sell 50,000,000 shares of common stock, to Mast Hill Fund LP, at a purchase price equal to 90% of the volume weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date for the duration of the Offering (the “Offering”) for a period of two years from the effective date of this prospectus, unless extended by our Board of Directors for up to an additional ninety (90) days. Once a “Put Notice” is presented to Mast Hill Fund LP, shares will be issued to Mast Hill Fund LP. The Company is registering these shares on behalf of the selling shareholder. The following table sets forth the number of shares of Common Stock being registered for sale, the total consideration paid and the price per share. The table assumes all 50,000,000 shares of Common Stock will be sold.

	Shares Issued					Total Consideration
	Number of Shares		Percent			Amount		Percent			Price Per Share
Purchasers of Shares		50,000,000		100	%	$	1,500,000		100	%	$	0.03
Total		50,000,000		100	%	$	1,500,000		100	%

The following table sets forth the difference between the offering price of the shares of our Common Stock being sold by the Company to Mast Hill Fund LP, and registered to Mast Hill Fund LP, the net tangible book value per share, and the net tangible book value per share after giving effect to the Offering by us, assuming that 100%, 75%, 50%, 25% and 10% of the offered shares are sold. Net tangible book value per share represents the amount of total tangible assets less total liabilities at September 30, 2022, including any additional proceeds received subsequent to September 30, 2022, divided by the number of shares outstanding as of February 2, 2022. Totals may vary due to rounding. Note - the table below does not reflect offering costs estimated to be $20,000 which will be borne by the Company and not deducted from gross proceeds.

100% of offered

shares are sold

75% of offered

shares are sold

50% of offered

shares are sold

25% of offered

shares are sold

10% of offered shares are sold

Offering Price

$0.03

per share

$0.03

per share

$0.03

per share

$0.03

per share

$0.03

per share

Net tangible book value at September 30, 2022 (1)(2)(3)

($0.079)

per share

($0.079)

per share

($0.079)

per share

($0.079)

per share

($$0.079)

per share

Net tangible book value after giving effect to the Offering proceeds

$(0.0379)

per share

$(0.046)

per share

$(0.054)

per share

$(0.065)

per share

$(0.073)

per share

Increase in net tangible book value per share attributable to cash payments made by new investors

$0.040 per share

$0.032

per share

$0.025

per share

$0.014 per share

$0.006

per share

Per Share Dilution to New Investors

$0.069

per share

$0.076

per share

$0.084

per share

$0.095

per share

$0.103

per share

Percent Dilution to New Investors

229%

252%

281%

317%

343%

(1)

Net tangible book value excludes non-controlling interest;

(2)

Based on 85,136,902 shares issued and outstanding as of February 2, 2023.

(3)

Includes net proceeds of $765,858 received and shares issued for puts and securities purchase agreements entered into after September 30, 2022.

PLAN OF DISTRIBUTION; TERMS OF THE OFFERING

As of the date of this prospectus, we have 85,136,902 shares of Common Stock issued and outstanding and 5,000,001 shares of Preferred Stock issued and outstanding. We are registering an additional 50,000,000 shares of the Company’s Common Stock for sale at the purchase price equal to 90% of the volume weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date for the duration of the Offering (the “Offering”) for a period of two years from the effective date of this prospectus, unless extended by our Board of Directors for up to an additional ninety (90) days. There is no arrangement to address the possible effect of the Offering on the price of the stock.

In connection with the selling efforts in the Offering, neither our officers and directors, nor MHFLP, will register as a broker-dealer pursuant to Section 15 of the Exchange Act, but rather will rely upon the “safe harbor” provisions of SEC Rule 3a4-1, promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer registration requirements of the Exchange Act for persons associated with an issuer that participate in an Offering of the issuer’s securities. None of our officers and directors are subject to any statutory disqualification, as that term is defined in Section 3(a)(39) of the Exchange Act. None of our officers and directors will be compensated in connection with his participation in the Offering by the payment of commissions or other remuneration based either directly or indirectly on transactions in our securities. None of our officers and directors has been within the past 12 months, a broker or dealer, and each of them is not, nor has been within the past 12 months, an associated person of a broker or dealer. At the end of the Offering, our officers and directors each will continue to primarily perform substantial duties for us, or on our behalf, other than in connection with transactions in securities.

In order to comply with the applicable securities laws of certain states, the securities will be offered or sold in those states only if they have been registered or qualified for sale; an exemption from such registration, or if qualification requirement is available and with which we have complied. In addition, and without limiting the foregoing, we will be subject to applicable provisions, rules and regulations under the Exchange Act with regard to security transactions during the period of time when their Registration Statement is effective.

We are subject to Regulation M of the Securities Exchange Act of 1934. Regulation M governs activities of underwriters, issuers, selling security holders and others in connection with offerings of securities. Regulation M prohibits distribution participants and their affiliated purchasers from bidding for, purchasing or attempting to induce any person to bid for or purchase the securities being distributed. In connection with the offer and sale of the shares being offered, our officers and directors will comply with Regulation M.

Penny Stock Regulation

Our Common Shares are considered Penny Stocks. The SEC has adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).

The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document prepared by the SEC, that:

●

contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;

●

contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;

●

contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;

●

contains a toll-free telephone number for inquiries on disciplinary actions;

●

defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,

●

contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.

The broker-dealer also must provide the customer with the following, prior to proceeding with any transaction in a penny stock:

●

bid and offer quotations for the penny stock;

●

details of the compensation of the broker-dealer and its salesperson in the transaction;

●

the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and,

●

monthly account statements showing the market value of each penny stock held in the customer’s account.

In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement and a signed and dated copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty selling those securities.

Offering Period and Expiration Date

This Offering will start on the date this Registration Statement is declared effective by the SEC and continue for a period of twenty-four months. We may extend the offering period for an additional 90 days, unless the Offering is completed or otherwise terminated by us.

DESCRIPTION OF SECURITIES

Common Stock

Our authorized capital stock includes 500,000,000 shares of Common Stock, $0.001 par value per Share. Immediately prior to this offering there are 85,136,902 shares of our Common Stock outstanding.

There are no provisions in our charter or Bylaws that would delay, defer or prevent a change in our control. However, there exists such provision in our charter that may make changes of control more difficult. Such provisions include the ability of our Board of Directors to issue a series of preferred stock and the limited ability of stockholders to call a special meeting. Special meetings of the shareholders may be called at any time by the President or by resolution of the Board of Directors, or by the President upon the request in writing of one or more stockholders owning shares in the aggregate entitled to cast at least a majority of the votes at the meeting. Business transacted at any special meeting of stockholders shall be limited to the purposes stated in the notice.

The holders of our Common Stock have equal ratable rights to dividends from funds legally available if and when declared by our Board of Directors and are entitled to share ratably in all of our assets available for distribution to holders of Common Stock upon liquidation, dissolution or winding up of our affairs. Our Common Stock does not provide the right to preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights. Our Common Stockholders are entitled to one non-cumulative vote per share on all matters on which shareholders may vote. Holders of shares of our Common Stock do not have cumulative voting rights, which means that the holders voting for the election of directors, may cast such votes equal to the total number of shares owned by each shareholder for each of the duly nominated directors, if they so choose.

William Coleman Smith, our Founder, Chief Executive Officer and Chairman, currently owns 100% of the outstanding shares of our Special 2018 Series A Preferred Stock, and 100% of the issued and outstanding Special 2018 Series B Preferred Stock which authorizes 51% of all voting rights of all classes of shares. Mr. Smith could conceivably sell all, or a major portion of his common shares and still have the ability to make all material decisions regarding the operation and corporate governance of the Company. Please refer back to the risk factors starting on page 7.

Preferred Stock

Our Certificate of Incorporation authorizes the issuance of 10,000,000 shares of Special Series A Preferred Stock, par value $0.004 per share, of which 5,000,000 shares are issued and outstanding. The Board of Directors is further authorized to issue 1 share of Special 2018 Series B Preferred Stock, par value $0.001, of which 1 share is issued and outstanding. Our Board of Directors is authorized to determine or alter any or all of the rights, preferences, privileges and restrictions granted to or imposed upon any wholly unissued series of preferred stock and, within the limitations or restrictions stated in any resolution or resolutions of the Board of Directors originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of any such series then outstanding) the number of shares comprising any such series subsequent to the issue of shares of that series, to set the designation of any series, and to provide for rights and terms of redemption, conversion, dividends, voting rights, and liquidation preferences of the shares of any such series.

The Series A Preferred Stock has a number of rights, privileges and preferences in accordance with the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed by us with the Nevada Secretary of State, including the following:

●

Voting Rights: The Series A Preferred Stock have one vote for each share owned.

●

Conversion: The shares of Special 2018 Series A Preferred Stock shall convert into common shares at the rate of 10 new shares for every one share of Special 2018 Series A Preferred Stock owned. The holder of the Series A Preferred Stock can convert the shares into common shares at any time.

●

Dividends: The Series A Preferred Stock are not entitled to any dividends.

●

No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the Series A Preferred Stock.

The Special 2018 Series B Preferred Stock has a number of rights, privileges and preferences in accordance with the Certificate of Designations, Preferences and Rights of Series B Convertible Preferred Stock filed by us with the Nevada Secretary of State, including the following:

●

Voting Rights: The Special 2018 Series B Preferred Stock stockholder is entitled to 51% of all votes (including, but not limited to, common stock, and preferred stock (including on an as converted basis) entitled to vote at each meeting of the stockholders of the Corporation (and written actions of the stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration.

●

Dividends: The Special 2018 Series B Preferred Stock shall not be entitled to any dividends.

●

No Impairment: The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series B Preferred Stock.

Dividends

At this time, we do not intend to pay out any cash dividends, now, or in the foreseeable future.

Warrants

There are currently 18,931,271 warrants issued to purchase our securities, at exercise prices of $0.020025 to $0.10 per share.

Options

There are no outstanding options to purchase our securities.

Transfer Agent and Registrar

Our transfer agent is Continental Stock Transfer & Trust Company, is located at 1 State Street, 30^th Floor, New York, New York 1004, and its phone number is (212) 509-4000. The transfer agent is responsible for all record-keeping and administrative functions in connection with the common shares.

DESCRIPTION OF BUSINESS

Company Overview

GZ6G Technologies Corp. (“GZ6G”, “we” or the “Company”) is an emerging smart city technology growth company that provides wireless and monetization enterprise level smart solutions to cities and large venues that require multiple types of products, services and third-party solutions to fulfill client needs. We were incorporated in Nevada on December 23, 2003, and are headquartered at 1 Technology Drive, Bldg B, Irvine, CA 92618, Suite no. B123.

The city of West Des Moines, Iowa’s new Recplex sport venue project, was a new development when the five-year Agreement with Lumen was signed. The Company finalized the wireless hardware installation to recognize $130k in revenue in the fourth quarter of 2021. IT sponsorship managed service revenue will begin as the West Des Moines Recplex opens for the public.

In July 2022, the Company signed an exclusive, strategic partnership with MLB team, the Texas Rangers.

Green Zebra will be managing sponsorship opportunities within the venue across IPTV (internet protocol television) and fans’ mobile devices during live games and other events. When a stadium guest logs into the venue’s Wi-Fi network, Green Zebra’s interface launches to provide fans with quick and secure Internet access on their mobile devices including relevant messaging, such as food and merchandise discounts, and urgent updates such as stadium or security information across the venue’s IPTVs.

In addition, sponsorship opportunities are provided across Wi-Fi networks operated through Green Zebra’s managed service solutions. This allows for a smart connected ecosystem and monetization prospects for sponsors to promote their brand to a captive audience. Green Zebra will manage the networks within the live event facilities and their respective Wi-Fi networks and redirect web pages enabling sponsor ads to be seen across diverse platforms.

In September, the Company’s GZ Networks division entered into an engagement agreement with an Orange County, California-based real estate chain, RE/MAX, as its IT service provider. This Orange County engagement will provide an opportunity to service other RE/MAX locations as the environment is similar office to office. This new partnership is one of several opportunities GZ Networks has been cultivating for small to medium size businesses (SMBs).

The initial focus on the Southern California region gives the GZ Networks senior management team the opportunity to train and prepare team members for enterprise accounts. With a quickly expanding roster of potential clients for enterprise accounts, GZ6G and GZ Networks are working quickly to enhance in-house expertise as an IT service provider in order to prepare for larger enterprise accounts as the opportunities arise.

Along with IT services offered to clients, GZ Networks offers a package of robust security services intended to protect sensitive customer and staff data from cyber-attacks for key service providers such as law offices, bank buildings, hotels, bars, and restaurants. The GZ Networks team of business advisors examine current business structures in place and provide analysis and suggestions to secure and optimize networks. HIPAA compliance allows further security where needed for hospitals, doctor’s offices, and healthcare facilities to safeguard patient data.

Green Zebra Smart Networks opened its new technology managed service center in Irvine, California to support monthly recurring revenue for enterprise accounts. In addition, the office has hired staff to sell remote IT networking services to small to medium companies that require an outsourced IT networking solution. The office is currently working with minimal staff due to the effects of COVID 19 and is expected to be fully operational by the third quarter of 2022. Costs for staffing and equipping this office has been approximately $700,000. We will continue to hire staff as needed and as funds are available; however, the office currently is equipped with the necessary hardware and software, including state of the art security measures, in order to use this office as the Company’s showroom.

Green Zebra Smart Networks (GZSN) Division Overview

Vision

Marketing

Starting July 5, 2021, we began aggressively advertising Green Zebra Smart Network services to small to medium size businesses that need IT infrastructure upgrades, remote networking services and cloud security solutions in Orange County, Ca. Advertising initially for lead generation through social media, email marketing, and digital marketing campaigns to drive product and service awareness to create Green Zebra Smart Networks as the IT authority in the local market.

GZ6G Sales Methods: We intend to use the following methods to drive and increase sales:

●

Digital Marketing

●

Social Media Marketing

●

Inside Sales teams

●

Channel Partners

Revenue Model

We are unable to provide an estimated revenue for GZ6G at this time; however, our Green Zebra Smart Network Irvine, California local office has begun generating recurring revenue in the middle of 2022. We began onboarding clients in the fourth quarter of 2021.

Additional non-recurring business revenue would be generated from IT infrastructure network Upgrades purchased from our smart solutions advisors.

GZ6G Technology & Expertise Is Helping Build Smarter Businesses. Wireless, Managed Services, Artificial Intelligence, data analytics. Smarter Business. Developer Tools. Enterprise Technology for the federal government, stadiums, airports, universities, and the entertainment industry.

GZ6G’s Subsidiaries and Divisions will focus on 4 core areas of expertise to support the GZ6G Enterprise smart solutions: 1. Wireless networking, security managed Services; 2. Data Center Services; 3. IOT software development; 4. Marketing, advertising, sponsorship services. We expect each subsidiary or division to operate on its on until GZ6G requires the expertise to fulfill all or part of GZ6G technologies enterprise smart solutions products and services as required by contracts.

GZ6G Technologies Corp. (“Green Tech”) and its operating subsidiary, Green Zebra Media Corp work together to offer a fully integrated wireless infrastructure solution for enterprise opportunities, while Green Zebra Media focuses on innovative digital marketing, advertising sponsorship and monetization services for their clients. Green Zebra Media will provide digital marketing, monetization and marketing support services that are missing Wireless communications Networks, IoT applications, and location-based engagement types of technology.

While there are many competitors that offer Wireless Networking technology platforms, there are few that provide a on premise wireless gateway communication ad servers and digital marketing monetization support solutions together. The emerging industry requires assistant to maximize the client’s return on investment.

Green Zebra Networks (GZN) division will provide both managed services support for wireless networks hardware, software for enterprise level clients. In addition, GZN wireless technology will provide proprietary and licensed technology solutions.

Green Zebra Labs (GZSL) a new division being created to support GZ6G’s Enterprise smart solutions software integration services for Smart City Venues, in addition to creating new IoT software venue applications that support the smart city initiatives and venue specific data analytics and artificial intelligence applications. The Green Zebra Smart Labs Software team provides the client with a trusted external IoT software development team to assist with future smart city solution integration opportunities.

The mission of GZ6G’s management team is to build a family of smart solutions service companies that work together to minimizes the competition while lowering the risk to enter the 5G & Wi-Fi 6 marketplace. Venue owners need additional help using integrated technical support service, however, offering a digital marketing and monetization solution has created a competitive advantage that connects and engage communities with relevant information, offering and managing monetizing solutions will subsidize the expensive wireless technology infrastructure costs.

Offering an integrated approach digital marketing solution, sponsorship revenue, IT wireless networking and Software expertise together expedite the decision process for all stakeholders, our telecommunication, wireless and agency partners allow us to expand our reach, capabilities and resources.

GZ6G provides an enterprise state-of-the art Wi-Fi Media and communication Platform (hardware and software) to monetize and scale to any size venue and/or audience. Our Green Zebra Networks engineering team works with the Venue’s IT engineering team to install Wireless communications platforms. Green Zebra Networks will provide an engineering team to install the Wi-Fi platform into the venue Wi-Fi network, providing WiFi monetization hardware (Green Zebra Media hub) that connects to the customer’s Wi-Fi network system. Every Wi-Fi Media server is embedded with Communication and data analytics software to create monetization and communication. This capability transforms a single location into a powerful, media-rich communications network throughout the venue location.

This WIFI Media Server platform creates user engagement when users access Wi-Fi, enabling digital marketing teams to empower businesses, engage communities and enable mobile users with relevant local information, accessed as a cloud or on-premises solution.

In addition, Green Zebra Media teams signs long term contracts to secure digital marketing and sponsorship assets monetize venue opportunities, supporting the venue team with marketing strategies, planning, and implementation services, brand & user engagement services, digital marketing and design services, communication software and Wi-Fi ad servers.

Currently, GZ6G technologies is working on a number of enterprise projects that have been delayed in 2020 and pushed to Fall 2021 and throughout 2022, projects include several NCAA universities, National Football League, and

cities located in the United States. It cannot be known at this time whether the current situation related to COVID-19 will push these projects further forward.

Further, the Company has entered into a contract with US Federal Contractor Registration (USFCR), whereby the Company will be provided with assistance to qualify and help with federal contract procurement services and writing contracts for System for Award Management (SAM) projects.

We were incorporated in Nevada and our headquarters are located at 1 Technology Drive, Bldg B, Irvine, CA 92618, Suite no. B123. We are a smart solutions technology provider focused on providing smart solutions advisory services, developing and acquiring early stage wireless 5G/6G and beyond technologies that meet certain core application requirements that deliver potential enterprise smart city solutions. Types of Products include IPTV technologies, digital displays technologies, VR, AI, data analytics software and wireless security tools for Stadiums, Airports, Universities and Smart City Projects. Our Mission: create shareholder value by creating a family of wireless technology companies specializing in vertical markets that support subsidiary business units with necessary skill sets to deliver value added smart Solutions to partners and customers.

A wireless Internet of Things (IoT) technology company and its subsidiaries and divisions, GZ6G Technologies Corp (GZ6G) is focused on acquiring, developing and overseeing innovative wireless IoT technology companies for the emerging 5G and Wi-Fi6 marketplaces, including target markets such as stadiums, airports, universities, racetracks, casinos, and smart city projects.

Our controlled subsidiary, Green Zebra Media Corp (GZMC) is one such innovative provider of wireless hardware gateways, communications, marketing and sponsorship, data analytics platforms and CRM technology. Our products are used for stadiums, cities, airports, universities and hospitality markets.

The focus of our operations in fiscal 2021, were contracts which can most efficiently, and cost effectively, bring revenue generating operations through partnerships with venues and industries that must adapt to the new 5G and WiFi6 environment. Beyond that, GZ6G and controlled entities are establishing a global command center to offer our customer base scale and agility, speed the launch of wireless, digital services and data analytics services, and seamlessly connect customers to world class experiences. It is our intent that wireless IT network managed services and data center initiative for clients and partners will monitor cutting edge Wireless IT networks with the ability to dispatch technicians as necessary to ensure continuous functionality of our Wi-Fi networks.

The use of Wi-Fi networks in high-density areas is the most efficient manner to ensure consistent wireless connectivity. Two trends are converging today to propel upgrades and new deployments of Wi-Fi networks, including 5G and WiFi6. First, consumer demand for wireless connectivity continues to grow, overwhelming many wireless and Wi-Fi networks. Secondly, many large entities are seeking new digital media avenues to obtain exposure to target markets through online ‘impressions’, particularly when they have access to a captive audience. GZ6G is uniquely positioned to facilitate the convergence of these two trends. Additionally, GZ6G is developing future Wi-Fi networks that can integrate the Internet of Things (IoT) and significantly enhance network utility and user experiences.

The greater use of wireless devices (smartphones, tablets) and the emergence of IoT places has increased demand even further on wireless networks. Large network companies promote the 5G network deployment, but there are limitations to its effectiveness, particularly in high-density areas. Wi-Fi networks remain the best network deployment plan for airports, businesses, universities, transport hubs and city locations where there are high-density network demands.

Existing Wi-Fi technology can significantly improve wireless performance at airports, transport hubs, convention centers, resorts, and stadiums. The future of Wi-Fi is even more exciting. New developments by GZ6G will significantly enhance network throughput and allow for apps to reside on a venue’s network rather than the cloud. The result is much faster response and the ability to customize apps to serve local businesses, communities and users of the network.

The GZ6G total solution turns the Wi-Fi cost center into a revenue center by (a) deploying a state-of-the-art Wi-Fi broadcast network with customized software for enhanced user experience and (b) obtaining sponsors who desire exposure to consumers and businesses in high-density areas. This combination can easily justify Wi-Fi network deployment today.

Additionally, GZ6G plans to vertically integrate its operational model, providing both software and hardware as well as full support services to its customer base.

GZ6G is installing Wi-Fi networks in high-density use areas and is partnering with other technology companies and host entities (stadiums, universities, airports, resorts) for the GZ6G total solution. GZ6G has established strategic relationships with (a) network companies that are pitching the GZ6G solution; (b) established Wi-Fi networks that need upgrading; and (c) a range of potential sponsors in a variety of industries.

The Company has generated limited revenue and we have not yet finished executing contracts; however, we are in negotiations with two different large venues and one small Enterprise client that we hope to finalize in the first quarter of 2022; revenues will not be generated from these projects until the installation of our products are complete; mid 2022.

The Company currently has four divisions that will implement actions to correspond with the above services.

Market Opportunity

GZ6G Technologies is in a unique position to grow rapidly as a smart solution provider for strategic partners in the 5G & Wi-Fi 6 industry with strategic public partners.

We have been preparing, developing and building relationships to scale 5G & Wi-Fi 6 emerging markets since winning the New York City connectivity challenge at Governors Island in the Spring of 2018. We established a s relationship with Lumen’s smart solutions consulting team (formerly CenturyLink). GZ6G is in a unique position to grow rapidly as a smart solution provider in the 5G & Wi-Fi 6 industry.

In addition, GZ6G is seeking strategic acquisition opportunities to scale revenue, leadership and customer base by expanding the customer base and product lines in four core business areas: wireless networking and managed services locations, Smart IoT Software Applications, Data Center facilities, Digital marketing Agencies opportunities. We expect to continue creating strategic partnerships that can help scalable a diverse sales force and product offering target markets local to global.

5G & Wi-Fi 6 plus is creating what’s called the (4th) next generation industrial revolution that is going to create faster and faster high-speed internet that will create more innovations opportunities that are directed at auto, delivery, entertainment, medical industry and sensors technologies.

GZ6G has been preparing, developing and building relationships to scale 5G & Wi-Fi 6 emerging markets since winning the New York City connectivity challenge at Governors Island in the Spring of 2018. We established a s relationship with Lumen’s smart solutions consulting team (formerly CenturyLink) and few other trusted strategic partnership opportunities. GZ6G is in a unique position to grow rapidly as a smart solution provider in the 5G & Wi-Fi 6 industry.

GZ6G plans to take advantage of early acquisition opportunities to scale the Gz6G business model. It is our belief that most of the existing industry is not preparing for the future change that’s being created by the new high-speed capabilities coming to market.

We will continue to focus on wireless infrastructure, IoT software and marketing to scale revenue opportunities, leadership and customer base by expanding the customer base and product lines in four core business areas: wireless networking and managed services locations, Smart IoT Software Applications, Data Center facilities, Digital marketing Agencies opportunities. We expect to continue creating strategic partnerships that can help scalable a diverse sales force and product offering target markets local to global.

Target Markets:

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Cities, Airports, Stadiums, Universities, and Hospitality Markets Globally

Target Acquisitions:

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Advertising agencies, IT Network Related Companies, IoT software applications.

Barriers to Market

With any emerging market there are any number of challenges that exist, as the market matures and flattens out. We don’t see this happening any time soon, quite the opposite over the last few years we have had a chance to figure out a few things during the development and testing periods.

Emerging Smart solutions technology Expertise –

Lack of qualified and experiences staff will number one challenge to bringing smart solutions to market.

Competitive Landscape -Telecommunication companies are talking about the 5G and Wi-Fi 6 connective speeds and required infrastructure requirements with various other technologies. Connectivity is a commodity between all of them, they are and will be looking for alternative product and service providers to differentiate themselves.

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Overall Smart Solutions product offering

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Diverse teams are required

Go-To-Market Strategies

Smart Solutions Technology

GZ6G technologies going forward marketing strategy for 2022 will primarily be focused on global strategic partners relationships where our products and services complement each other’s’ product, services and support offerings to enterprise clients.

This partnership approach reduces barriers to market lowers the risk while establishing brand value and trust with clients and customers. Access to our target markets are more receptive when working with their trusted partners at this stage of our growth.

This partnership approach reduces barriers to market lowers the risk while establishing brand value and trust with clients and customers.

Scaling up our company divisions offices in local markets is very much part of our go to market strategy going forward. Local and regional support center in the near future will be potentially requirement for city, stadium, airports, universities accounts.

Technology Monetization Marketing Strategy

The Green Zebra Media sponsor advertising division primarily focuses on various types of brand advertisers and agencies that represent brand advertisers that are interested in reaching targeted venue or multiple venue customers.

Certain sponsors are willing to contribute more per venue to be the exclusive sponsor for particular events or for several events, or for a period of time at one venue. Sponsorship companies are in the following industries:

Types of Venue Sponsor Industry

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Airline industry

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Technology Industry

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Healthcare Industry

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Sports Industry

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Entertainment Industry

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Hospitality industry

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Beverages

Potential Sponsorship Commitments

Potential Sponsorship opportunities are in the following industries:

Airlines

Beverages

Casinos

Hotels

Restaurants

Consumer Retail

Go-To-Market Strategies for Target Markets

GZ6G Technologies is looking at strategic acquisition opportunities that would allow for infrastructure, development and consumer target market opportunities; as well as teaming up with partnerships that can help create a diverse sales force that focuses on target markets.

University and Stadium Market

The university and stadium market is best addressed through existing commitments and partnerships; for instance, with our partner, Lumen (f/k/a CenturyLink). GZ6G Technologies total solution to Wi-Fi installations is very attractive to strategic partners. As a result, some of the strategic partners have integrated the GZ6G Technologies solutions into their product/service offerings.

Airport Market

The airport market is addressed with the direct sales force and ongoing relationships. GZ6G Technologies will leverage the relationships that key partners have with airports. The GZ6G Technologies total solution for installing, managing and monetizing Wi-Fi installations in airports is attractive to partners managing existing Wi-Fi networks.

City Market

GZ6G Technologies will address the city market with a direct sales force. GZ6G Technologies has installed a Wi-Fi network on Governors Island New York during the connectivity challenge (2018 with Fibreless). Moving forward GZ6G will continue to work alongside their partners to leverage the success of that installation to attract additional city Wi-Fi installations.

Industry Overview

Wi-Fi technology enables wireless users to use internet and telecom services in a high-density environment. Without Wi-Fi in areas where there is a high concentration of wireless users, response time degrades, phone calls get ‘dropped,’ internet connectivity may be intermittent and user experience suffers. For this reason, Wi-Fi deployment is critical for internet and telecom networks in many geographical footprints.

The market for Wi-Fi equipment worldwide is expected to grow to $15.6 billion by 2022, according to industry research by MarketsandMarkets, Inc. This describes a compound annual growth of 21.2% through 2022. Such growth is driven by the use of wireless devices including smart phones, tablets and development of the IoT market. Approximately 67% of the worldwide wireless equipment market is in the US. MarketWatch reports the Global Wireless Connectivity market, including chips and devices will reach $31.8 billion by 2022.

The primary drivers for the deployment of Wi-Fi networks are increasing bandwidth demand from businesses, universities, smart city projects, and consumers. With the integration of more images and videos for internet users, demand for greater network bandwidth increases. The weakest link in broadband networks is the wireless connection to the end user. The latest Wi-Fi network technologies address this weak link in a cost-effective manner.

The primary constraints to deploying Wi-Fi networks has been poor-user experiences in high-density areas, security and privacy concerns. Users with multiple applications on smart phones, or with multiple devices (smart phone and tablet or laptop) place high demands on wireless networks. Bandwidth intensive applications that include video and GPS create greater demands on wireless networks.

How does the host/network manager (airport, smart city, business, university) of Wi-Fi decide to improve network capabilities? Wi-Fi networks provide critical connectivity services to users, and bandwidth demand from users creates the need to upgrade the networks. Security on Wi-Fi networks is improving, but bandwidth is lacking. Wi-Fi network users are demanding more bandwidth while traveling, when at sporting events, when spending time ‘downtown’ or in commercial districts, and when at resorts, or on university campuses.

Current Operations

GZ6G provides a total solution for high-density use areas with:

(1) state of the art Wi-Fi hardware deployment to address the requirements of all wireless users, in a specific venue

(2) custom software that enables an enhanced user experience and secure, easy network access

(3) ability to integrate security system or expand Wi-Fi footprint

(4) automatic portals for any device in the area

(5) the ability to monetize the Wi-Fi network deployment for the host entity.

GZ6G Technologies Target Markets

GZ6G is focusing on high-density use venues where (1) internet connectivity demand is high and likely to grow, (2) the host venue recognizes the benefit of providing Wi-Fi broadcasting service, and (3) venues where sponsors are interested in consumer exposure. The target venues include universities, professional sports stadiums and racetracks, airports, resorts and smart-city projects.

Hardware and Software Solutions Today

GZ6G Technologies installs state-of-the-art Wi-Fi equipment designed to meet the projected high-density use demands for the location. Equipment manufacturers may include Cisco, Cradle Point, D-Link, Juniper, Linksys. Software may include products that are customizable from Brick & Mobile, Cloud4Wi, Purple Wifi, Panasonic, Socifi, Tanaza.

Wi-Fi network installation is customized to ensure the correct internet connectivity and speed is available throughout the venue. GZ6G has developed the software tools that are customized for the host/network manager to easily manage the network through the use of dashboards, which may include integrating additional components such as a security system. The software tools (broadcasting system) allow for the host to create pop up notices to remind users of important items regarding safety, first aid, ancillary services and special offers. The network manager gathers data to understand characteristics of user demands on the network. The host/network venue manager may also design features which provide information to users to enhance their time while in the area, such as discounts to affiliated stores or restaurants, notices of services at the facility such as food outlets, retail items, special benefits to repeat customers, or notice of where emergency healthcare is available. The host venue can customize the user interface on the network and as new supplementary services become available, such as a new food venue or new emergency management procedures, the customer interface can be changed.

Company Offerings

GZ6G Technologies focus on leading wireless marketing & CRM technology smart solutions provider, offering closed loop security gateways, wireless marketing and sponsorship CRM platform solutions, and deep data analytic solutions for the hospitality, stadiums, airports, universities, and cities. This customized approach to marketing will allow clients to elevate the interaction between the venue and the consumers on their platform. The second division will work with sponsors for unique marketing opportunities within the venue and for the venue.

The future vision for the Company is the inclusion of four main divisions.

The parent company, GZ6G Technologies, provides enterprise technology and expertise consulting together to build smarter cities and venues of the future which would oversee the operational excellence of its four existing and planned complimentary subsidiaries under the publicly listed entity.

GZ6G’s Subsidiaries and Divisions will diversify its business model by establishing 4 core areas of business expertise to support the overall GZ6G Enterprise customer smart solutions:

Green Zebra Network: Wireless networking, security managed Services;

Green Zebra Data Center Services: Tier 3 Enterprise center optimize for end users, managed services, cloud data

Green Zebra Smart Labs: Smart IOT software development services and applications

Green Zebra Media: Marketing, advertising, sponsorship services.

Green Zebra Networks (GZN) operates as a stand-alone division that offers IT Wireless networking, hardware, implementation and managing services support and solutions in local to national business. GZ6G would subcontract the GZN division when Networking and managed services related products and services are required.

FiBox Pro Appliance Gateway Solution:

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GZN provides a smart appliance Network gateway device called FiBoxPro gateway that creates a closed loop local communication and monetization service. GZN will provide the configuration and managed services. These IT technical teams will also provide technical support and communication with internal and external teams.

Green Zebra Data Center (GZDC): offering Tier 3 Enterprise data center solutions to optimize end users, managed services, cloud data.

Green Zebra Media, Corp (GZMC) operates as an independent advertising company that offers traditional advertising, digital marketing, digital advertising and sponsorship GZ6G subcontracts GZMC services when advertising and sponsorship services are required to help monetize venues and the FiBox Pro Product.

Green Zebra Smart Labs (GZSL) Division

This division will offer software development services for various types of Smart Solution cloud products and services. GZSL will integration services for third party technologies. This division will be responsible for being the leading provider for in-venue wireless venue and user engagement, marketing, advertising platforms and data analytics.

The software division develops and support various API application support services for Smart solution broadcasting systems, data analytics and artificial intelligent application needs.

Data Analytics Software development and R& D support.

CRM, API software development, artificial intelligence (AI), research and development (R&D) platform integration solutions and more.

Current GZ6G development projects:

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VenuTrax – an in-venue and Saas platform cloud data analytics and artificial intelligent engine used to help venue owners communicate and monetization relevant information regarding user insights.

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CastWifi – An in Venue or cloud WIFI interactive broadcasting technology that allows public venue wireless networks to broadcast live content to their user audience in a closed loop setting like a similar to IPTV technology but over Wi-Fi.

Green Zebra Media, Corp (GZMC) operates as an independent advertising company that offers traditional advertising, digital marketing, digital advertising and sponsorship services in addition to supporting GZ6G smart solutions customers and partners with agency services that include advertising, marketing, sponsorship sales agency, and platform support team; this division will be broken into two main operations.

GZ6G Technologies envisions the creation of wireless ‘fiber-speed’ networks to meet the demands of wireless consumers and businesses. High-speed wireless networks enable the establishment of Wi-Fi networks in any location to meet demands of wireless users, and expand the content capabilities of hosts and sponsors, regardless of the distance to fiber rings.

GZ6G is an IoT company made up of four different supportive channels:

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Infrastructure

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Software Development

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Cyber Security

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Data Management

We are in the process of developing a global command center that will allow us to monitor all of our venues in one central place. We will have technical engineers available in case any of the networks go down in any of the venues at any time. We will be able to remotely navigate any issues arising at the venues so that service will be virtually uninterrupted.

Practice areas can either function independently to address a client’s specific functional IoT needs, or be combined to provide brands with a holistic service offering that will handle all of their needs.

From banner and social media advertisements and advertorials, to website and shopping portal purchase engagements, and product procurement, we will support venues in all of their touch points and engagement opportunities with their end audience.

We will offer the following core services:

We define venue as our target client, it can be a point of interest within a city, or it could be the city itself. Venues are a specific geographical location, such as a city, airport, university, stadium, racetrack, casino, or hospitality location (trade center, hotel etc.). When a venue connects to the network it is called a closed loop communication solution.

Qualify – Our infrastructure team goes into a new venue to ensure that they have the right infrastructure or bandwidth in place. This also means the team will be looking at whether the venue has the appropriate Wi-Fi capabilities in place, so the equipment will sync. Qualify also means that an evaluation has been completed to ensure that the venue has the correct Wi-Fi speed so marketing materials such as videos, graphics and content will present itself correctly.

The new GZ6G Wi-Fi broadcast network facilitates the Internet of Things to function in a way that it was projected to do years ago. Several possibilities with Wi-Fi apps are as follows:

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Instantly receive best location for emergency first aid with a selected route, walking or driving. Information on where closest drinking fountain, first aid station, among other things, is located.

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Police can receive optimal path to particular location and control any security cameras in different locations.

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Consumers receive information on where street parking is available in real time and which parking structures have spaces available.

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Travelers can be notified of flight changes, allowing more restaurant time.

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Real time information on shortest food lines at a stadium.

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3-D images of museum, real-time information on lines at any venue.

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Cameras showing crowd at outdoor restaurant or parks. Control of access can change.

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Security system cameras only available to certain parties such as police or other security personnel.

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Short term restaurant or store specials when customer traffic is low.

All of this and more is possible with apps that do not require downloads from the cloud. It’s all available instantly because it is on the venue network. Each venue network can control which apps are available to which group of users, such that security cameras can be available to a select group. The possible apps are endless, and each venue network can customize its network page as it sees fit.

Our team will possess core capabilities and skill sets that help our clients execute on targeted growth plans that tap into the trillion-dollar tech market. We will serve clients across a wide range of industries and geographies.

Our growth will be through a multi-prong plan: (1) growing an in-house sales team; (2) leveraging strategic partners who are advisors to decision makers and owners of companies and will be conduits for introductions; and (3) client referrals.

We will build a core team of product developers, creative designers, sales professionals and account managers under each practice area to service existing and new clients. Our philosophy is to develop “repeatable” software platforms around common business needs that can be productized to allow for us to scale development of new projects and grow revenues without relying on building large development teams.

Our expertise is IoT; we will help companies become relevant, agile and competitive in a global consumer commerce environment. We will offer the ability for worldwide marketing and advertising through our developed software and available wifi at our venues. Consumers want to be able to shop, among other things, anytime and anywhere, and on any device; our expertise allows for us to put our brands right in front of this consumer activity.

The global information technology industry is experiencing global growth and US companies have to be prepared to be competitive on a global marketplace.

The next generation Wi-Fi broadcast networks will bring fiber-like bandwidth capabilities to a wireless network. Additional benefits of the GZ6G Wi-Fi broadcast network development is the ability to (a) wirelessly connect to fiber that may be at a distance from the facility, and (b) install high-speed bandwidth wireless to serve a community at a lower cost and much shorter deployment timeframe compared to fiber installations.

Employees and Consultants

In addition to our CEO, President and Directors we have thirty (10) full time employees and one (1) part time employee.

Key Relationships

GZ6G has several strong relationships that are mutually beneficial to both partners; partners that will leverage the GZ6G capabilities to maintain and/or grow revenue streams for both entities.

Current Partnerships

Lumen Technologies/CenturyLink

Lumen Technologies: Lumen Technologies, previously CenturyLink, is one of the largest telecommunications organizations in the country focused on using their networks at cities, stadiums and universities. As a trusted third-party solutions partner, GZ6G Technologies offers the smart solution tools and expertise required for Lumen Technology to develop long term user engagement solutions.

Brand LTD – Brand LTD is our advertising and marketing partner/creative agency.

ViTech – ViTech is one of our IPTV Solutions providers for large venues and smart cities.

Aruba Wireless – Aruba is one of the partners for which we utilize their hardware for smart venues and smart cities.

Internetsoft – Internetsoft is our software development strategic partner that works with our internal development team to scale our software development projects for smart venues and smart cities.

Marketing Strategy

We plan to market directly to sports arenas, concert venues, universities, racetracks, casinos, and to smart cities using our existing relationships as well as deploying a number of popular online marketing tactics. Additionally, we will be leveraging strategic partners who are advisors to decision makers, and owners of companies, and who will be conduits for introductions and client referrals.

GZ6G has relationships with national and regional Fortune 500 entities that are seeking targeted methods to reach existing and potential customers. These sponsors include commercial enterprises that desire to advertise or collect analytic data on users in high-density locations. National sponsors include the major network carriers, auto manufacturers, airlines, casinos, grocery stores, online retail, consumer discretionary goods and restaurant chains. Many of these seek exposure to consumers in specific areas.

With selective Wi-Fi markets, a sponsor can more effectively deploy advertising budgets. Local restaurants can advertise specials at football games. Casinos or restaurants can advertise to airport customers or smart-city users. Host entities can identify food specials at certain times when lines are low. Airports could provide flight updates in real time with notices to fliers that log in on their flight.

As the GZ6G network installation base grows, the Company will have the ability to offer sponsors a variety of venues for exposure.

Government Contracting Opportunities/Regulation

We have registered through US Federal Contractor Registration (USFCR) which will allow us to be included in the System for Award Management (SAM) which will allow us to be included in writing government contracts. In the event we are awarded jobs through SAM, we will have to adhere to any requirements set forth by the United States Federal government.

Employees and Consultants

Including our CEO, President and Director, Mr. William Coleman Smith, along with our two independent Directors, we have a total of 10 full time employees and one part time employee. Mr. Rohan Potange continues to act as our Interim Chief Technology Officer.

Rohan Potange, Interim Chief Technology Officer

Rohan Patange has more than 13 years of experience in technology consulting, project management, operations, finance, strategic marketing, business expansion, and innovative product development. As a software industry expert, his responsibilities at GZ6G Technologies Corp. encompass expanding and managing the teams responsible for the development of VenuTrax for GZ6G Technologies’ Green Zebra Smart Labs division. VenuTrax will be a state-of-the-art logic management solution cloud (SaaS) platform intended to provide venues the ability to directly communicate with customers using 5G & Wi-Fi 6, as well as offer business intelligence such as data analytics and artificial intelligence for monetization purposes.

Mr. Patange is also the Chief Executive Officer for GZ6G Technologies partner, Internet Soft, a digital transformation consultancy, and software development company that provides cutting-edge engineering solutions. Internet Soft assists Fortune 500 companies and enterprise clients solve complex issues that always emerge during their digital evolution journey. Internet Soft helps Green Zebra Smart Labs scale up workforce and technologies to meet the demand for the emerging 5G & Wi-Fi 6 industry.

Mr. Patange’s strong communication and mentoring skills allows him to lead teams in a way that promotes internal and external business relationships and strengthens customer confidence.

Mr. Patange received his Master’s in Computer Science from Savitribai Phule Pune University located in Pune, India.

The Company works with legal counsel, an accounting firm and an auditing firm on an as needed basis. The Company is looking to hire technical, marketing and software development engineers/staff as soon as finances allow. We intend to add additional staff as we grow. Any such additions will be made at the discretion of management and to meet the Company’s then current needs, all subject to having available resources to attract and retain such staff.

DESCRIPTION OF PROPERTY

The Company’s mailing address at 25422 Trabucco Road, Suite 105-275, Lake Forest, CA 92630 is a shared office complex with mail and other services available on a month-to-month basis at minimal cost.

On August 10, 2019, we entered into a lease agreement with IAC Apartment Development JV LLC to lease approximately 1,500 square feet of space at 861 Tularosa, Irvine, California for a one-year term at a rental rate of $3,455 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp. Green Zebra uses the space for its operations. On April 1, 2020, the landlord and the Company agreed to a rental deferment agreement to defer the rental costs by 50% as a result of COVID-19. The monthly rent commencing April 1, 2020 was $1,727.50 plus utilities. The rental deferment ended on June 1, 2020. The original lease expired on August 9, 2020 and was renewed on expiry for another one-year term at a reduced rate of $3,250 per month.

During fiscal 2020 the Company formed a partnership with one of its branding partners for shared office space in a 5,000 square foot office complex located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148. The shared use of the space by Green Zebra staff is currently provided free of charge as part of the shared contract work between Green Zebra, the Company and the branding partner.

On May 19, 2021, the Company signed an 18-month lease for office premises in California located at 1 Technology Drive, Bldg. B, Irvine, CA 92618, Suite no. B123 occupying approximately 6,498 square feet of usable space. The terms of the lease provide for basic monthly rent in the first year of approximately $9,097 per month, and $9,487 for each of the remaining six months. In addition, the tenant is responsible for their share of operating expenses, utilities and services. On February 4, 2022, the Company signed a first amendment to the lease agreement to extend the lease term to November 30, 2027. The terms of the lease provide for basic monthly rent starting in December 2022 of approximately $10,592, with annually increasing around 4%. In addition, the tenant is responsible for their share of operating expenses, utilities and services.

Additional space is expected to be required as we expand our operations. We do not foresee any significant difficulties in obtaining any required additional space. We currently do not own any real property.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

We currently trade on the OTCQB under the symbol GZIC.

We currently have 85,136,902 shares of common stock issued and outstanding, 5,000,000 shares of Series A Preferred Stock issued and outstanding, and 1 share of Special Series B Preferred Stock issued and outstanding. We have issued 10,000,000 shares to our CEO and founder, William Coleman Smith during April 2021 in consideration for an additional 9% of controlled subsidiary, Green Zebra.

Our founder, sole officer and member of the board of directors, continues to run our Company. Legal, accounting, and auditing professionals have been paid through funding received from third parties.

We currently have one outstanding Loan Treaty, with eSilkroad Network Limited, in the amount of $1,450,000 that is convertible into common shares at the rate of $0.195 per share, for a total conversion into 7,435,897 common shares. A total of 3,589,744 shares of Common Stock underlying $700,000 in proceeds received were registered pursuant to an S-1 Registration Statement that received Effect on September 27, 2021. An additional $450,000 has been received to date under this Loan Treaty; however no additional shares have been registered.

Pursuant to the S-1 Registration Statement that received Effect on September 27, 2021, the Company presented two “Put Notices” for $50,000 each. Pursuant to those puts, a total of 333,333 registered shares have been issued.

We entered into a Promissory Note with Mast Hill Fund, L.P. on November 3, 2021, for the Principal Amount of $560,000, and an Actual Amount of Purchase Price of $504,000. The total disbursement to GZ6G was $466,800, with a term of twelve months and an interest rate of 12%.

We entered into a Promissory Note with Talos Victory Fund, LLC on December 16, 2021, for the Principal Amount of $560,000, and an Actual Amount of Purchase Price of $504,000. The total disbursement to GZ6G was $463,680, with a term of twelve months and an interest rate of 12%.

We entered into a Promissory Note with Mast Hill Fund, L.P. on April 4, 2022, for the Principal Amount of $365,000, and an Actual Amount of Purchase Price of $328,500. The total disbursement to GZ6G was $301,800.00 with a term of twelve months and an interest rate of 12%.

We entered into a Promissory Note with Mast Hill Fund, L.P. on May 23, 2022, for the Principal Amount of $440,000, and an Actual Amount of Purchase Price of $396,000. The total disbursement to GZ6G was $363,740, with a term of twelve months and an interest rate of 12%.

We entered into a Promissory Note with Mast Hill Fund, L.P. on September 20, 2022, for the Principal Amount of $176,000, and an Actual Amount of Purchase Price of $158,400. The total disbursement to GZ6G was $150,650, with a term of twelve months and an interest rate of 12%.

We entered into a Promissory Note with 1800 Diagonal Lending, LLC on July 11, 2022, for the Principal Amount of $160,000. The total disbursement to GZ6G was $156,250, with a term of twelve months and an interest rate of 10%.

We entered into a Promissory Note with 1800 Diagonal Lending, LLC on for the Principal Amount of $63,750. The total disbursement to GZ6G was $60,000, with a term of twelve months and an interest rate of 10%.

We entered into a Promissory Note with 1800 Diagonal Lending, LLC on August 23, 2022, for the Principal Amount of $53,750. The total disbursement to GZ6G was $50,000, with a term of twelve months and an interest rate of 10%.

The Company has a Form S-1 Registration Statement with Mast Hill Fund, LP, which received Effect on May 15, 2022, and of which the registered shares have been depleted. Between June 14, 2022, and September 15, 2022, the Company presented six Put Notices to Mast Hill for the cumulative amount of $125,022.24, and the issuance of 2,893,770 shares of the Company’s common stock. On September 29, 2022, the Company presented a Put Notice to Mast Hill, LLP, in the amount of $33,887.34, and the issuance of 1,853,892 shares of the Company’s common stock.

We entered into a Promissory Note with 1800 Diagonal Lending LLC on October 11, 2022 for the Principal Amount of $43,750. The total disbursement to GZ6G was $40,000, with a term of twelve months and an interest rate of 10%

We entered into a Promissory Note with Fourth Man, LLC on November 3, 2022, for the Principal Amount of $160,000. The total disbursement to GZ6G was $138,230, with a term of twelve months and an interest rate of 12%.

We entered into a Promissory Note with Janbella Group, LLC on November 8, 2022, for the Principal Amount of $54,000. The total disbursement to GZ6G was $50,000, with a term of twelve months and an interest rate of 10%.

We entered into a Promissory Note with Mast Hill Fund, L.P. on November 23, 2022, for the Principal Amount of $293,000, and an Actual Amount of Purchase Price of $263,700. The total disbursement to GZ6G was $250,789, with a term of twelve months and an interest rate of 12%.

We entered into a Promissory Note with Mast Hill Fund, L.P. on December 20, 2022, for the Principal Amount of $293,000, and an Actual Amount of Purchase Price of $263,700. The total disbursement to GZ6G was $250,789, with a term of twelve months and an interest rate of 12%.

We have outstanding 18,931,271 warrants exercisable for terms of between three (3) and (5) five years from grant date at exercises prices between $0.020025 and $0.10 per share, and no stock options. Of an additional 1,485,000 warrants granted prior, 560,000 warrants were exercised prior to the date of this Offering for proceeds of $53,751.60, and a further 925,000 warrants were exercised on a cashless basis for a total of 907,247 issued shares.

The Company has never paid out cash dividends related to its common stock and we do not believe that we will pay dividends in the foreseeable future.

MANAGEMENT’S DISCUSSION AND ANALYSIS

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2021 AND 2020, AND THE NOTES TO THOSE AUDITED FINANCIAL STATEMENTS.

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOVLE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING THOSE DISCUSSED IN “RISK FACTORS” AND ELSWHERE IN THIS FORM 10K AND IN OUR REGISTRATION STATEMENT ON FORM S-1/A FILED ON FEBRUARY17, 2022.

THE MANAGEMENT’S DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS ARE BASED UPON OUR AUDITED FINANCIAL STATEMENTS, WHICH HAVE BEEN PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA (“GAAP”).

Plan of Operations

We are an emerging smart city technology growth company that provides wireless and monetization enterprise level smart solutions to cities and large venues that require multiple types of products, services and third-party solutions to fulfil client needs. To date we have generated modest revenues from operations, and while we have various contracts in place for future development, there is no assurance of future revenues.

Results of Operations

Three Months Ended September 30, 2022 and September 30, 2021

Revenue

We generated a total of $74,890 in revenue for the three months ended September 30, 2022, and $132,000 in revenue in the comparable period ended September 30, 2021.

Net Income (Loss)

Three Months ended September 30, 2022, and 2021

	Three Months Ended
	September 30
	2022			2021
NET REVENUES	$	74,890		$	132,000

OPERATING EXPENSES
Cost of revenue		3,770			32,722
Research and development expenses		-			2,600
Depreciation		26,403			17,752
General and administrative		554,248			293,318
General and administrative, related parties		120,000			90,000
Professional fees		30,000			18,759
Total operating expenses		734,421			455,151

(Loss) from operations		(659,531	)		(323,151	)

Other income (expense)
Gain on extinguishment of debt		3,568,359			-
Interest expense		(1,189,022	)		(2,522,952	)
Total other income (expense)		2,379,337			(2,522,952	)

Net income (loss)	$	1,719,806		$	(2,846,103	)

Less: net income (loss) attributable to Non-controlling interest		(20,757	)		13,841
Net income (loss) attributable to GZ6G Technologies Corp.	$	1,740,563		$	(2,859,944	)

Total operating expenses for the three months ended September 30, 2022, were $734,421 as compared to $455,151 for the three months ended September 30, 2021. During the three months ended September 30, 2022 and 2021, we reported costs of revenue of $3,770 and $32,722 respectively. The Company incurred $554,248 and $293,318 in general and administrative expenses in the three months ended September 30, 2022, and 2021, respectively and general and administrative costs from fees charged by related parties of $120,000 and $90,000, respectively. General and administrative expenses include staff payroll, rent, travel, office and sundry expense, transfer agent costs, consulting, marketing, advertising and promotional expenses. The substantial increase period over period primarily relates to new employees hired in 2022 with $322,573 in payroll expenses for the three months ended September 30, 2022 as compared to $163,971 for the period ended September 30, 2021, share based compensation to officers and directors in the current period of $65,070 as compared to $0 in the prior comparative three months, transfer agent fees of $22,392 compared to $6,708 in fiscal 2021 due to the costs associated with shares issuances under our equity offerings, software expenses of $14,417 for the three months ended September 30, 2022 with as compared to $3,528 for the three month ended September 30, 2021, insurance expenses of $10,651 as compared to $2,766 in September 30, 2021, and increases to rent expenses to $59,186 for the three months ended September 30, 2022 from $48,404 for the three months ended September 30, 2021. General and administrative expenses incurred from related parties include management fees charged by our CEO, William Coleman Smith, and a company controlled by him. The increase in related party administrative costs is due to an increase in management fees payable to Mr. Smith of $10,000 per month in the period ended September 30, 2022. Professional fees in the three months ended September 30, 2022, totaled $30,000 as compared to $18,759 in the three months ended September 30, 2021, mainly due to an increase in accounting and audit fees from $8,875 for the three months ended September 30, 2021 to $22,500 for the three months ended September 30, 2022 as the Company incurred additional fees in September 2022 due to expenses associated with the filing of certain registration statements and increased financings. Depreciation increased from $17,752 during the three months ended September 30, 2021, to $26,403 during the three months ended September 30, 2022, as a result of the acquisition of a new office space and associated furnishings and equipment.

Other income (expense)

Other income and expense reported for three months ended September 30, 2022, reflected a gain of $2,379,332 for 2022 as including interest expenses and amortization of debt discounts of $1,189,022, offset by a gain on extinguishment of debt of $3,568,359. During the three months ended September 30, 2021, the Company reported other income expenses of $2,522,952 all of which related to interest expense and amortization of debt discounts.

We had a net income of $1,719,806 offset by a loss attributable to the non-controlling interest of $20,757 bringing our total net income attributable to the Company to $1,740,563 in the three months ended September 30, 2022, compared to a net loss of $2,846,103 plus a gain of $13,841 attributable to the non-controlling interest bringing our total Net Loss attributable to the Company to $2,859,944 in the three months ended September 30, 2021.

Nine Months Ended September 30, 2022 and September 30, 2021

Revenue

We generated a total of $81,890 in gross revenue for the nine months ended September 30, 2022, with $132,000 revenue in the comparable period ended September 30, 2021.

Net Income (Loss)

Nine Months ended September 30, 2022, and 2021

	Nine Months Ended
	September 30,
	2022			2021

NET REVENUES	$	81,890		$	132,000

OPERATING EXPENSES
Cost of revenue		5,251			32,722
Research and development expenses		-			7,800
Depreciation		97,854			19,941
General and administrative		2,430,359			545,330
General and administrative, related parties		360,000			240,000
Professional fees		80,200			74,015
Total operating expenses		2,973,664			919,808

(Loss) from operations		(2,891,774	)		(787,808	)

Other income (expense)
Gain on extinguishment of debt		3,568,359			-
Interest expenses		(5,443,450	)		(4,453,057	)
PPP loan forgiveness		46,091			-
Total other income (expense)		(1,829,000	)		(4,453,057	)

Net income (loss)	$	(4,720,774	)	$	(5,240,865	)
Less: net income (loss) attributable to Non-controlling interest		(37,511	)		(66,233	)
Net income (loss) attributable to GZ6G Technologies Corp.	$	(4,683,263	)	$	(5,174,632	)

Total operating expenses for the nine months ended September 30, 2022, were $2,973,664 as compared to $919,808 for the nine months ended September 30, 2021. During the nine months ended September 30, 2022 and 2021, we reported costs of revenue of $5,251 and $32,722 respectively. The Company incurred $2,430,359 and $545,330 in general and administrative expenses in the nine months ended September 30, 2022 and 2021 respectively and general and administrative costs from related parties of $360,000 and $240,000, respectively. General and administrative expenses include staff payroll, rent, travel, office and sundry expense, transfer agent costs, consulting, marketing, advertising and promotional expenses. The substantial increase primarily relates to new employees hired in 2022 with a total of $1,173,368 in payroll expenses for the nine months ended September 30, 2022 as compared to $260,441 for the period ended September 30, 2021, share based compensation to officers and directors in the current period of $65,070 as compared to $0 in the prior comparative three months, investor relations expenses were $754,060 for the nine months ended September 30, 2022 as compared to $4,225 for the period ended September 30, 2021, advertising and promotion expenses increased substantially from $44,754 for September 30, 2021 to $66,013 for the nine months ended September 30, 2022, transfer agent and filing fees increased period over period as a result of equity financings in the period and associated share issuance costs from $22,037 for the nine months ended September 30, 2021 to $38,977 for the nine months ended September 30, 2022, software expenses were $43,001 for the nine months ended September 30, 2022 as compared to only $4,375 for the nine month ended September 30, 2021 as we worked to improve our product offerings, insurance expenses, including general, health and auto insurance were $28,801 as compared to $5,456 in September 30, 2021, and rent expense increased from $81,078 for the period ended September 30, 2021 to $165,530 for the nine months ended September 30, 2022. General and administrative expenses incurred from related parties include management fees charged by our CEO, William Coleman Smith, and a company controlled by him. The increase in related party administrative costs is due to an increase in management fees to Mr. Smith of $10,000 per month in the period ended September 30, 2022. Professional fees in the nine months ended September 30, 2022, remained fairly constant totaling $80,200 in the current nine months, as compared to $74,015 in the nine months ended September 30, 2021. Depreciation increased from $19,941 during the nine months ended September 30, 2021, to $97,854 during the nine months ended September 30, 2022, as a result of the acquisition of a new office space and associated furnishings and equipment.

Other expense

During the nine months ended September 30, 2022, the Company reported other expenses of $1,829,000 including interest expenses and amortization of debt discounts of $5,443,450, offset by a gain on extinguishment of debt of $3,568,359 and a gain of $46,091 related to the forgiveness of a PPP loan. During the nine months ended September 30, 2021, the Company reported other expenses of $4,453,057 all of which related to interest expense and amortization of debt discounts

We had a net loss of $4,720,774 offset by a loss attributable to the non-controlling interest of $37,511 bringing our total Net Loss attributable to the Company to $4,683,263 in the nine months ended September 30, 2022, compared to a net loss of $5,240,865 less a loss of $66,233 attributable to the non-controlling interest bringing our total Net Loss attributable to the Company to $5,174,632 in the nine months ended September 30, 2021.

Statement of Cash Flows

September 30, 2022 and 2021

The following table summarizes our cash flows for the period presented:

	September 30, 2022			September 30, 2021
Net cash used in operating activities	$	(1,917,911	)	$	(787,709	)
Net cash used in investing activities		(72,609	)		(176,690	)
Net cash provided by financing activities		1,404,820			898,146
Decrease in cash		(585,700	)		(62,253	)
Cash end of period	$	174,091		$	118,291

Cash Used in Operating Activities

Net Cash used in operating activities for the nine months ended September 30, 2022, was $1,917,911 as compared to $787,709 of cash used by operating activities for the nine months ended September 30, 2021.

Cash used in operating activities for the nine months ended September 30, 2022, was primarily the result of our net loss of $4,720,774 offset by non-cash items including amortization of debt discount and issuance costs of $5,125,104, financing costs of $22,400, PPP loan forgiveness of $46,091, depreciation of $97,854, amortization of right of use assets of $16,113, common stock issued as financing costs of $22,400, common stock issued for services of $65,070, common stock issued under consulting agreements of $729,000 and repricing of warrant exercise pricing of $17,965. Changes in operating activities for the period ended September 30, 2022, included an increase in accounts receivable of $947, an increase in prepaid expenses of $11,460, an increase in accounts payable and accrued expenses of $226,995, an increase in related party payables of $163,219, a decrease in customer deposits of $34,000. Cash used in operating activities for the period ended September 30, 2021, relates to a net loss of $5,240,865, offset by amortization of debt discount of $4,373,277, depreciation of $19,941, fixed assets reclassified to advertising expenses of $4,990 and amortization of rights of use assets of $520. Changes in operating activities in the nine months ended September 30, 2021, included a decrease in prepaid expenses of $4,507, an increase in other current assets of $10,436, an increase to accounts payable and accrued expenses of $46,990, an increase in related party payables of $149,367 and a decrease of customer deposits of $132,000.

Cash Used In Investing Activities

Cash used by investing activities for the nine months ended September 30, 2022, was $72,609 and was related to equipment purchases of $102,609 offset by proceeds from a credit related to leasehold improvements of $30,000.

Cash used by investing activities for the nine months ended September 30, 2021 was $176,690 and related to equipment purchases of $176,690.

Cash Provided by Financing Activities

During the nine months ended September 30, 2022, financing activities provided net cash of $1,404,820, which was comprised of proceeds from the sale of common stock of $117,216, proceeds from the exercise of warrants of $53,752, proceeds from related parties of $310,000, proceeds of convertible notes of $1,199,150, a refund of related to a PPP loan which was forgiven during the period of $5,702 offset by a repayment of convertible notes of $281,000.

During the nine months ended September 30, 2021, consisted of proceeds from a share subscriptions receivable of $150,000 and proceeds from convertible notes of $900,000, offset by repayments of related party debt of $151,854.

Results of Operations

Revenue

Fiscal Year ended December 31, 2021 and 2020:

We reported revenues of $78,000 and $8,887 in the fiscal years ended December 31, 2021 and 2020, respectively.

Operating Expenses

Years ended December 31, 2021 and 2020

For the years ended December 31, 2021 and 2020 we had the following operating expenses:

	Year Ended December 31,
	2021			2020

OPERATING EXPENSES
Cost of revenue	$	43,121		$	10,400
Depreciation		20,429			1,948
General and administrative		963,068			232,052
General and administrative, related parties		330,000			240,000
Professional fees		99,099			59,108
Total operating expenses		1,455,717			543,508

(Loss) from operations		(1,377,717	)		(534,621	)

Other income (expense)
Interest expense		(8,051,277	)		(3,996,466	)
Loss upon notes conversion		(714,973	)		(364,909	)
Change in fair value of derivative liability		-			(28,844	)
Total other income (expense)		(8,766,250	)		(4,390,219	)

Net income (loss)	$	(10,143,967	)	$	(4,924,840	)

Less: net income (loss) attributable to Non-controlling interest	$	(112,359	)	$	(174,896	)
Net income (loss) attributable to GZ6G Technologies Corp.	$	(10,031,608	)	$	(4,749,944	)

Total operating expenses for the year ended December 31, 2021 were $1,455,717 as compared to $543,508 for the year ended December 31, 2020. During the years ended December 31, 2021 and 2020 we reported costs of revenue of $43,121 and $10,400, respectively. The Company incurred $963,068 and $232,052 in general and administrative expenses in the fiscal years ended December 31, 2021 and 2020, respectively, and general and administrative costs from related parties of $330,000 and $240,000, respectively. Year over year increases to general and administrative costs were directly related to an increase in operations and increased staffing and associated costs as we relocated to a larger facility and continued to expand our staff and operation in 2021 in order to position ourselves for the reopening of venues and services with the decline of the impact of COVID 19 towards the end of fiscal 2021. General and administrative expenses include rent, travel, office and sundry expense, transfer agent costs, consulting, marketing, advertising and promotional expenses. General and administrative expenses incurred from related parties include management fees charged by our CEO William Coleman Smith, and a company controlled by him. Professional fees in the fiscal year ended December 31, 2021 totaled $99,099 as compared to $59,108 in the fiscal year ended December 31, 2020.

Other expense

Other expense reported for the fiscal years ended December 31, 2021, and 2020 totaled $8,766,250 and $4,390,219, respectively. During the year ended December 31, 2021 the Company reported interest expenses of $8,051,277 (December 31, 2020 -$3,996,466) including amortization of debt discount and issuance costs of $7,823,512 (December 31, 2020 -$3,953,295) and interest expenses of $227,765 (December 31, 2020 - $43,171), a loss on conversion of certain notes of $714,973 (December 31, 2020 - $364,909) and a loss on the change in fair value of derivative liabilities of $28,844 for December 31, 2020 with no comparable loss as at December 31, 2021.

During the year ended December 31, 2020 the Company reported interest expenses of $3,996,466 including amortization of debt discount and issuance costs of $3,953,295 and interest expenses of $43,171, a loss on conversion of certain notes of $364,909 and a loss on the change in fair value of derivative liabilities of $28,844.

We had a net loss of $10,143,967 in the year ended December 31, 2021 compared to a net loss of $4,924,840 in the year ended December 31, 2020.

Statement of Cash Flows

Years Ended December 31, 2021 and 2020

The following table summarizes our cash flows for the years presented:

	December 31, 2021			December 31, 2020
Net cash provided by (used in) operating activities	$	(1,369,844	)	$	24,332
Net cash used in investing activities		(251,993	)		(4,990	)
Net cash provided by financing activities		2,201,084			130,843
Increase in cash		579,247			150,185
Cash end of year	$	759,791		$	180,544

Cash Used in Operating Activities

Cash used in operating activities for the year ended December 31, 2021 was $1,369,844 as compared to $24,332 of cash provided by operating activities in the year ended December 31, 2020.

Cash used in operating activities for the year ended December 31, 2021 was primarily the result of our net loss of $10,143,967 (December 31, 2020 – $4,924,840) offset by non-cash items including amortization of debt discount and offering costs of $7,823,512 (December 31, 2020- $3,953,295), a loss on conversion of certain notes of $714,973 (December 31, 2020-$364,909) and depreciation of $20,429 (December 31, 2020- $1,948). In the fiscal year ended December 31, 2021 we also had the amount of $910 for Amortization of right of use assets and $4,990 due to a reclassification of fixed assets to advertising expense with no comparable amounts for these items in the fiscal year ended December 31, 2020. In the fiscal year ended December 31, 2020 we had a fair value adjustment of $28,844 to derivative liabilities with no comparable adjust at December 31, 2021.

Changes in operating activities in the year ended December 31, 2021 included an increase in prepaid expenses of $7,319 comparted to a decrease in prepaid expenses of $10,400 during the year ended December 31, 2020, an increase in other current assets in fiscal 2021 of $10,436 compared to a decrease in other current assets of $7,398 in fiscal 2020, an increase to accounts payable of $100,264 at December 31, 2021 (December 31, 2020- $84,663), and increase in related party payables of $179,659 at December 31, 2021 (December 31, 2020 -$300,715) and an decrease in customer deposits of $78,000 for December 31, 2021 compared to an increase in customer deposits of $197,000 for the fiscal year ended December 31, 2020. Fiscal year December 31, 2021 had total cash used in operating activities of $1,369,844 as compared total cash provided by operating activities of $24,332 for the fiscal year ended December 31, 2020.

Cash Used In Investing Activities

Cash used by investing activities for the years ended December 31, 2021 and 2020 related to equipment purchases and totaled $251,993 and $4,990 respectively.

Cash Provided by Financing Activities

During the year ended December 31, 2021, financing activities provided cash of $2,201,084 (December 31, 2020- $130,843), which was comprised of proceeds from private placements of $100,000 (December 31, 2020), subscriptions receivable of $150,000 (December 31, 2020 – nil), proceeds from convertible notes of $2,108,000 (December 31, 2020 – nil) offset by repayment of debt of $151,854 (December 31, 2020 – nil) and repayments of loans payable of $5,062 (December 31, 2020 – nil). During December 31, 2020 there were advances of $50,000 loans payable proceeds of $89,450, and repayments of convertible debts of $8,607 with no comparable amounts during the fiscal year ended December 31, 2021.

Plan of Operation:

We are an emerging smart city technology growth company that provides wireless and monetization enterprise level smart solutions to cities and large venues that require multiple types of products, services and third-party solutions to fulfill client needs. To date we have generated modest revenues from operations, and while we have various contracts in place for future development, there is no assurance of future revenues.

Liquidity and Capital Resources

The Company has been in the start-up phase and has generated modest revenues from its operations, and while we have various contracts in place for future development, there is no assurance of future revenues. As at September 30, 2022, the Company had cash on hand of $174,091 (December 31, 2021- $759,791) and an accumulated deficit of $20,775,794 (December 31, 2021 - $16,092,531).

During the years ended December 31, 2021 and 2020 the Company entered into various loan treaties, convertible notes and other financing arrangements through which we received net cash proceeds of $2,108,000 during fiscal 2021. The Company anticipates a need for a further $5,000,000 in fiscal 2022 to meet its upgraded infrastructure requirements and has filed two registration statements on Form S-1 to facilitate this requirement which allow for total funding of up to $15,000,000, both of which have been deemed effective. To date the Company has received funding under these equity lines of $117,216. There is no guarantee the Company will continue to receive financing as required.

During the nine months ended September 30, 2022, the Company received $53,752 in proceeds from the exercise of warrants, $50,000 in proceeds from a loan treaty agreement, and a further $1,149,150 in net proceeds from convertible notes as well as $310,000 from its CEO in the form of promissory notes for ongoing operations.

Covid-19 Pandemic

The recent COVID-19 pandemic could have a continuing adverse impact on our existing sponsorship and revenue agreements. To date, the implementation of services under certain of these agreements have experienced delays as a result of the pandemic. COVID-19 has caused significant disruptions to the global financial markets, which may also impact our ability to raise additional capital. During March 2020, we gave notice of furlough to our administrative support employees in an effort to conserve resources as we evaluated our business development efforts during that period. In April 2020, the Company received a grant of $6,000 and in May 2020 we received a PPP loan and an SBA loan in the approximate cumulative amount of $90,000 for operations. With the recently negotiated financing the Company is currently reopening offices and has commenced the hiring of additional staff as well as the upgrading of infrastructure requirements to meet anticipated customer needs. While recent progress in the battle against COVID leads us to believe that the worst of the effects of the pandemic are past, we cannot say with certainty that the situation will not change. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report, is highly uncertain and still subject to change. While significant uncertainty remains, despite the fact that the Company has been able to source financing, it remains that the COVID-19 outbreak may have a negative impact on continuing funding and its ability to work through its collaborative development efforts with industry partners, and in acquiring venues due to the continuing impact of COVID 19. To mitigate impact the Company is currently focusing its efforts on contracts in the wireless and cellular telecommunications segment, as well as the infrastructure components of its existing contracts to allow for continuity and forward momentum.

Going Concern

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2022, the Company had a working capital deficit of $8,418,286 with approximately $174,091 of cash on hand and an accumulated deficit of $20,775,794. During the year ended December 31, 2021 the Company entered into various loan treaties, convertible notes and other financing arrangements through which we received net cash proceeds of $2,108,000. The Company anticipates a need for a further $5,000,000 in fiscal 2023 to meet its upgraded infrastructure requirements and has filed two registration statements on Form S-1 to facilitate this requirement which allow for total funding of up to $15,000,000, both of which have been deemed effective. To date the Company has received funding under these equity lines of $117,516. During the nine months period ended September 30, 2022, the Company raised an additional net $1,199,150 by way of a series of convertible promissory notes totaling $1,149,150 and including $50,000 funded under the loan treaty agreement. There is no guarantee the Company will continue to receive financing as required. The continuation of the Company as a going concern is dependent upon the ability to raise additional equity and/or debt financing and the attainment of profitable operations from the Company’s future business. If the Company is unable to obtain adequate capital as needed, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Critical Accounting Policies

The preparation of our financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, management evaluates its estimates and judgments which are based on historical experience and on various other factors that are believed to be reasonable under the circumstances. The results of their evaluation form the basis for making judgments about the carrying values of assets and liabilities. Actual results may differ from these estimates under different assumptions and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.

Research and Development Costs

We charge research and development costs to operations as incurred in accordance with ASC 730-Research and Development, except in those cases in which such costs are reimbursable under customer funded contracts. These amounts are not reflected in the reported research and development expenses in each of the respective periods but are included in net sales with the related costs included in cost of sales in each of the respective periods. During each of the nine months ended September 30, 2022, and 2021 we expended $NIL and $7,800 on research and development costs, respectively.

Stock-Based Compensation

We account for stock-based transactions in which the Company receives services from employees, non-employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date in accordance with ASC 718 – Compensation-Stock Compensation. Stock-based compensation cost for stock options or warrants is estimated at the grant date based on each instrument’s fair value as calculated by the Black-Scholes option pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period for the award.

Stock Settled Debt

In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of September 30, 2022 and December 31, 2021, the Company had recorded within Convertible Notes, net of discount, the amount of $6,223,130 and $5,075,840 for the value of the stock settled debt with respect to certain convertible notes.

Recent Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein.

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Since inception, we have had no changes in or disagreements with our accountants. Our audited financial statements have been included in this prospectus in reliance upon Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC), as experts in accounting and auditing.

DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS

We are dependent on the efforts and abilities of senior management. The interruption of services of senior management could have a material adverse effect on our operations, profits and future development if suitable replacements are not promptly obtained. No assurance can be given that each executive will remain with us. All of our officers and directors will hold office until their resignation or removal.

The following table sets forth the names and ages of our current directors and executive officers as well as the principal offices and positions held by each person. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of shareholders, death, resignation or removal by the Board of Directors. Other than Mr. Smith, we have no promoters as Rule 405 of Regulation S-K defines that term.

NAME	AGE	POSITION
William Coleman Smith	60	Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
Brian Scott Hale	55	Director
William Ray Procanik	50	Director

EXECUTIVE SUMMARIES

July 9, 2018, to Present: William Coleman Smith, Founder, Sole Officer and Director, Member of Audit Committee

Coleman Smith has more than 25 years in the telecommunication industry and as a tech entrepreneur. He established two of the largest global cloud based application networks for the media and education industry, and developed sales channel partnerships to launch a global e-learning network that sold software (SaaS) products through partner resellers worldwide, which he eventually sold in 2005. Because of his global network, in 2006 he started a digital marketing agency which was the first web-based cloud, ad network that grew to over 6,500 publishing partners, which transformed online display advertising before selling in 2010.

April 29, 2018, to Present: Mr. Smith serves as the Chairman of the Board, Chief Executive Officer and President of Green Zebra Media Corp, the Company’s wholly owned subsidiary.

December 28, 2003, to Present: Smith also serves as Chairman of the Board, CEO, and President of ELOC Holdings Corporation since its inception. ELOC Holdings Corporation is a digital media technology holdings company. Subsidiaries own and operate proprietary Web TV channels, social media network channels, 100’s of hours of documentaries, training and education programs, e-learning technology, digital content distribution technology, file sharing & collaboration technology, digital video production, and software development.

An experienced industry executive, Mr. Smith held numerous roles in Fortune 500 companies, including Major and National Account Representative for MCI Communications, Senior Clinical Representative for General Electric, and Senior Business Analyst for Dun and Bradstreet.

A recipient of numerous business awards such as the Ernst & Young Executive of the Year in 1999 and the Ernst & Young Entrepreneur of the Year in 1996, Smith also holds several ExecRank Certifications from “Understanding SEC Compliance” to “Translating Cybersecurity.” He’s also authored 13 Keep It Simple series books for Entrepreneurs.

In addition to his storied business career, Smith served as a military medic in the United States Navy from 1985 to 1990 and was honorably discharged.

Smith is a graduate of East Tennessee State University with a Bachelor of Science degree in Finance and also has his Master’s Degree in Business Administration from the University of Southern California.

Brian Scott Hale: August 6, 2021 – Independent Director of GZ6G Technologies Corp., Member of Audit Committee

Mr. Hale has been the owner, and operator of Anchor Commercial Development, a commercial real estate development company, since August 2003, and continues to run Anchor Commercial Development on a daily basis, responsible for the day-to-day business operations. Mr. Hale has more than 20 years of commercial real estate development experience and has successfully founded, operated, and managed over a dozen multi-million-dollar companies with a focus on shopping center construction, renovation, maintenance, and management. Mr. Hale successfully opened, and was heavily involved, in every step of construction with his first shopping center, Dayco Crossing in 2003, a 44,000 sq. feet shopping center in Dayton, Tennessee. Today, he continues to build successful centers throughout the country with his company Anchor Commercial Development. Mr. Hale is poised to assist the facilitation of development for the company through technical analysis and creative solutions.

William Ray Procanik – August 6, 2021 - Independent Director – GZ6G Technologies Corp., Member of Audit Committee

Mr. Procanik has been the owner and operation of RIS Sales, an independent manufacturing company that consults and provides sales representation, for new retail products looking to supply a Big Box Retailer, since July 2014. He continues to run RIS Sales on a daily basis, overseeing the day-to-day operations of the company. Mr. Procanik has been in sales management and business development for the past twenty-five years and has worked with Fortune 500 Companies, as well as start-up companies and family businesses. In addition to sales management and business development, Mr. Procanik has experience in strategic planning, executive recruiting, contract negotiations, public relations and public speaking, and multi-store retail management. Mr. Procanik attended college at Springfield College, in Springfield, Massachusetts from 1990-1994, and studied business and liberal arts. He participated in College Varsity Football, Big Brothers/Big Sisters of Springfield MA and was involved in student government, and Young Entrepreneurs Organization. Mr. Procanik currently resides in Connecticut.

During the past ten years, except as noted above, the officers and directors of the Company have not been the subject of the following events:

A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

	i)	Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

	ii)	Engaging in any type of business practice; or

	iii)	Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

4.	The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

5.	Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

	i)	Any Federal or State securities or commodities law or regulation; or

	ii)	Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

	iii)	Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

8.	Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

EXECUTIVE COMPENSATION

Summary Compensation Table.

The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our CEO (William Coleman Smith) during the years ended December 31, 2021 and December 31, 2020. Mr. Smith is the sole officer and director that received compensation from us for the years ended December 31, 2021 and 2020 in excess of $100,000. William Smith’s various employment agreements each provide for salary payments of $10,000.00 per month, respectively. Our Board of Directors may adopt an Equity Incentive Plan for us that may result in the granting stock based compensation for our CEO.

Name
and Title

Year

Salary
($)

Bonus
($)

Stock
Awards
($)

Option
Awards ($)

Non-Equity
Incentive Plan
($)

Non-qualified
Deferred
($)

All other
Compensation
($)

Total
($)

William C. Smith
CEO, CFO,

Treasurer,

Secretary

2021

$330,000⁽¹⁾

-0-

$330,000⁽¹⁾

William C. Smith
CEO, CFO,

Treasurer,

Secretary

2020

$240,000

-0-

$240,000⁽¹⁾

⁽¹⁾Of this amount $120,000 is unpaid and accrued monthly to Mr. Smith’s controlled entity, ELOC Holdings, Corp.

Notes to Summary Compensation Table:

On April 29, 2014, our 60% controlled subsidiary, GZMC, entered into a management and consulting agreement with Mr. Smith, the sole officer and director of GZMC whereunder GZMC was required to pay an annual salary of $120,000 to Mr. Smith.

Effective April 1, 2021, the Company revised Mr. Smith’s compensation so that he receives $10,000 per month directly as an employee in addition to accrued monthly fees for management services provided through controlled entity ELOC of $10,000, and $10,000 in paid monthly salary from GZMC.

Director Compensation

Currently, there is no compensation in any form including payments of cash or in equity paid for services rendered as Directors. Additionally, no award of salary or equity has been accrued as payable for any director for any current or prior service. At this time no other plan for compensation has been developed for either salary or equity compensation. It is contemplated that the registrant would develop and approve a plan as soon as it has adequate resources to do so. Any future plans would be commensurate with the service provided and not exceed any industry standard for the size and performance of comparable companies in the same industry.

Directors may be compensated for out-of-pocket expenses associated with attending Board of Directors’ meetings.

Compensation disclosed on the Director Compensation Table below is as of the nine months ended September 30, 2022. There was no compensation for Director services during the fiscal years ended December 31, 2021 and 2020. Any compensation received in fiscal 2021 and 2020 is shown in the Executive Compensation Summary Table above for those Officers who happen also to be Directors of ours.

Director Compensation Table

(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)
					Change in
					Pension Value and
	Fees Earned or			Non-Equity Incentive	Nonqualified Deferred
	Paid in Cash	Stock Awards	Option Awards	Plan Compensation	Compensation Earnings	All Other Compensation	Total
Name	($)	($)	($)	($)	($)	($)	($)
William C. Smith (1)	0	60,250	0	0	0	0	60,250
William Ray Procanik (2)	0	2,410	0	0	0	0	2,410
Brian Scott Hale (3)	0	2,410	0	0	0	0	2,410

(1)	On September 1, 2022, Mr. Smith was issued 2,500,000 unregistered, restricted shares of common stock at $0.0241 per share in consideration of services provided as a director;

(2)	On September 1, 2022, Mr. Procanik was issued 100,000 unregistered, restricted shares of common stock at $0.0241 per share in consideration of services provided as a director;

(3)	On September 1, 2022, Mr. Hale was issued 100,000 unregistered, restricted shares of common stock at $0.0241 per share in consideration of services provided as a director;

Code of Ethics

We have not adopted a Code of Ethics and plan to do so in the future.

Conflicts of Interest

Coleman Smith and ELOC Holdings Corp.

During the year ended December 31, 2020, Mr. Smith and ELOC Holdings Corp made short term loans with interest at 1.5% per month to the Company to pay various expenses.

During the year ended December 31, 2020, Mr. Smith and ELOC Holdings Corp also advanced funds to the Company to pay various expenses.

As of December 31, 2020, Mr. Smith, ELOC Holdings Corp. and the Company agreed to retroactively allocate interest in the amount of 5% per annum to loans, advances, wages, and management fees payable by each of GZMC and the Company from January 1, 2020, forward. The parties entered into a single consolidated promissory note for all amounts payable to each of ELOC and Smith, with a principal amount of $1,217,579 payable to ELOC.

During the fiscal year ended December 31, 2021, the Company paid a total of $151,854, of which $11,854 was repaid during the six months ended June 30, 2021, to ELOC to reduce the principal balance on the loan.

During the nine months ended September 30, 2022, the Company’s CEO, William Coleman Smith entered into Promissory Notes with the Company for a total of $310,000 due and payable within 5 (days) of the Company receiving proceeds and bearing interest at 1%.

During the nine months ended September 30, 2022, the Company issued 2,500,000 shares of restricted common stock in partial payment of his promissory notes in the amount of $75,000, at $0.03 per share.

During the three- and nine-month periods ended September 30, 2022, the Company accrued $30,000 and $90,000 in management fees to ELOC, respectively and accrued $90,000 and $270,000 in management fees to Coleman Smith, respectively. The Company paid cash to accrued management fees to Coleman Smith of $60,000 and $240,000, respectively. During the three- and nine-months periods ended September 30, 2021, the Company accrued $30,000 and $90,000 in management fees to ELOC respectively, and paid management fees to Coleman Smith of $60,000 and $150,000, respectively.

On September 1, 2022, the Company issued 2,500,000 shares of restricted common stock, with a fair value $60,250, to William Coleman Smith for director services rendered during the first two quarters of 2022.

Securities Purchase Agreement – William Coleman Smith

On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controlled 60% of GZMC.

On August 6, 2021, Mr. Brian Scott Hale and Mr. William Ray Procanik were appointed to the Board of Directors; both agreed to serve on the Board for a minimum of six months, without compensation.

On September 1, 2022, the Board of Directors and the Majority Shareholder resolved to issue 5,200,000 restricted, unregistered shares of the Company’s common stock as follows: 2,500,000 common shares to William Coleman Smith; 100,000 common shares to Brian Scott Hale; and 100,000 common shares to William Procanik for services rendered during the first two quarters of 2022.

Concurrently, the Board of Directors and the Majority Shareholder also resolved to issue 2,500,000 restricted, unregistered shares of the Company’s common stock to William Coleman Smith at $0.03 per share for total value of $75,000 in partial conversion of amounts due and payable under a Consolidated Promissory Note originally issued to Mr. Smith on December 31, 2020.

Family Relationships

There are no family relationships between any director or executive officer.

Director Independence

Our board of directors is currently composed of three members, two of whom qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.

Security Holders Recommendations to Board of Directors

We welcome comments and questions from our shareholders. Shareholders can direct communications to our Investor Relations team. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. All communications addressed to our Director and Executive Officers will be reviewed by the appropriate Officer unless the communication is clearly frivolous.

Board Committees

We have recently formed an audit committee, consisting of our three board members, two of whom are independent. We do not have any other board committees including a nominating, compensation, or executive committee. We currently have limited operating revenues. Presently, we have two independent directors. If we are able to grow our business and increase our operations in the future, then we will likely seek out and retain additional independent directors with additional financial expertise and expect to form, compensation, and other applicable committees. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. Our directors perform all functions that would otherwise be performed by committees.

Our board is actively involved in our risk oversight function and collectively undertakes risk oversight as part of our monthly management meetings. This review of our risk tolerances includes, but is not limited to, financial, legal and operational risks and other risks concerning our reputation and ethical standards.

Given our size, we do not have a nominating committee or a diversity policy. Our entire board monitors and assesses the need for and qualifications of additional directors. We may adopt a diversity policy in the future in connection with our anticipated growth.

Long-Term Incentive Plans

We do not have a Long-Term Incentive Plan that involves ongoing Restricted Stock and Stock Option grants of which are performance based. We have not issued any Stock Option grants.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND EXECUTIVE MANAGEMENT

The following table sets forth certain information at February 2, 2023, with respect to the beneficial ownership of shares of Common Stock and Series A Preferred Stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of Common Stock (based upon reports which have been filed and other information known to us), (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of February 2, 2023, we had 85,136,902 shares of Common Stock; 5,000,000 shares of Series A Preferred Stock issued and outstanding; and 1 share of Special 2018 Series B Preferred Stock issued and outstanding to our Directors and Executive Officers as a group.

Name and address of beneficial owner	Common Stock	Series A Preferred Stock (2)	Series B Preferred Stock	Beneficial Ownership as Converted	Percentage of Class of Stock ⁽¹⁾
William Coleman Smith 3333 Michelson Dr., 3^rd Floor Irvine, California 92612	67,500,000⁽²⁾⁽³⁾	5,000,000	1	50,000,000 shares of common stock as to Series A⁽²⁾ Series B - No Rights of Conversion	49.95% Common 100% Series Preferred A 100% Series B Preferred
William Ray Procniak⁽⁴⁾ 58 Woodley Court, Unit 16, Meriden CT, 06450	100,540	-	-	-	0.0012% Common
Brian Scott Hale ⁽⁵⁾ 3035 Rhea Hwy, Suite 150 Dayton TN 37321	700,000	-	-	-	0.008% Common
Total	63,100,540	5,000,000	1		49.96% Common 100% Series Preferred A 100% Series B Preferred

(1)

Based on 135,136,902 shares outstanding including 85,136,902 common shares currently issued and outstanding, and 50,000,000 shares of common stock available for conversion from 5,000,000 shares of Series A Preferred held by Mr. Smith.

(2)

Includes 5,000,000 shares of Series A Preferred Stock as converted. Each shares of Series A Preferred Stock is convertible into 10 shares of Common Stock

(3)

Includes the following shares issued effective September 1, 2022: 2,500,000 common shares to William Coleman Smith for services rendered as a board member during the first two quarters of 2022, and 2,500,000 restricted, unregistered shares of the Company’s common stock at $0.03 per share for total value of $75,000 in partial conversion of amounts due and payable under a Consolidated Promissory Note originally issued to Mr. Smith on December 31, 2020.

(4)

On September 1, 2022, the Board of Directors issued 100,000 common shares to William Procanik for services rendered during the first two quarters of 2022.

(5)

On September 1, 2022, the Board of Directors issued 100,000 common shares to Brian Scott Hale for services rendered during the first two quarters of 2022.

Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

In a private transaction, Mr. William Coleman Smith acquired 2,500,000 shares of the Company’s common stock from the former controlling shareholder, Mr. Terrence Flowers, for total consideration of $15,000 and became the Company’s controlling shareholder.

On November 19, 2018, the Company issued a total of 5,000,000 shares of Series A Preferred Stock and 1 share of Series B Preferred Stock to William Coleman Smith, our sole director and officer, as partial consideration in exchange for 51% of the outstanding shares of GZMC.

On April 29, 2021, Mr. Smith was issued 10,000,000 shares of common stock in exchange for an additional 9% ownership of Green Zebra Media Corp.

●

Voting Rights: The Series A Preferred Stock have one vote for each share owned.

●

Adverse Effects: The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of A Preferred Stock without the written consent of the holder(s) of the Series A Preferred Stock.

●

Conversion: The shares of Series A Preferred Stock shall convert into common shares at the rate of 10 new shares for every one share of Special 2018 Series A Preferred Stock owned. The holder of the Special 2018 Series A Preferred Stock can convert the shares into common shares at any time.

●

Dividends: The Series A Preferred Stock are not entitled to any dividends.

●

No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series A Preferred Stock.

The Special Series B Preferred Stock has a number of rights, privileges and preferences in accordance with the Certificate of Designations, Preferences and Rights of Special Series B Preferred Stock filed by us with the Nevada Secretary of State, including the following:

●

Dividends: The Special 2018 Series B Preferred Stock shall not be entitled to any dividends.

●

No Impairment: The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series B Preferred Stock.

We are not aware of any arrangements that could result in a change of control. Mr. William Coleman Smith is currently the controlling shareholder of the Company and upon conversion of his Series A Preferred Shares would remain the controlling shareholder of the Company.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On July 9, 2018, Mr. William Coleman Smith was appointed to the Board of Directors of the Company and as President, Secretary and Treasurer of the Company. Subsequently, on July 10, 2018, the Company executed a consulting agreement with ELOC Holdings Corp., a company controlled by Mr. Smith, whereby ELOC will provide the services of Mr. Smith for a fee of $10,000 per month. On April 1, 2021, the Company revised Mr. Smith’s compensation so that he also receives $10,000 per month directly as an employee in addition to accrued monthly fees for management services provided through controlled entity ELOC. On February 7, 2022, the board of directors of the Company approved and authorized a further increase of $10,000 per month in salary for Mr. Smith directly, effective January 1, 2022.

On April 29, 2014, our 60% controlled subsidiary, GZMC, entered into a management and consulting agreement with Mr. Smith, the sole officer and director of GZMC whereunder GZMC is required to pay an annual salary of $120,000 to Mr. Smith.

During the year ended December 31, 2020, Mr. Smith and ELOC Holdings Corp made short term loans with interest at 1.5% per month to the Company to pay various expenses. As of December 31, 2020, Mr. Smith, ELOC Holdings Corp. and the Company agreed to retroactively allocate interest in the amount of 5% per annum to loans, advances, wages and management fees payable by each of GZMC and the Company from January 1, 2020 forward. The parties entered into a single consolidated promissory note for all amounts payable to each of ELOC and Smith, with a principal amount of $1,217,579 payable to ELOC.

The following amounts are included in debt to related party on our Balance Sheets:

Balance at December 31, 2020, Debt, related party	$	1,217,579
Payments on loan		(151,854	)
Balance at December 31, 2021, Debt, related party.		1,065,725
Shares issued to settle debt		(75,000	)
Promissory Notes for funding provided		310,000
Balance at September 30, 2022, Debt, related party.	$	1,300,725

The interest expenses related to above loans are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest expense on notes	$	13,777	$	13,908	$	40,477	$	42,282

The following amounts are included in related party payables on our Balance Sheets:

	September 30, 2022		December 31, 2021
Coleman Smith, President	$	36,688	$	3,946
Interest payable		96,190		55,713
ELOC Holdings Corp.		210,000		120,000
Terrence Flowers		110		110
	$	342,988	$	179,769

Securities Purchase Agreement – William Coleman Smith

Other than the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the beginning of our last fiscal year, or in any proposed transaction to which we propose to be a party:

(A) any of our director(s) or executive officer(s);

(B) any nominee for election as one of our directors;

(C) any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our Common Stock; or

(D) any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above.

RECENT SALES/ISSUANCE OF UNREGISTERED SECURITIES.

Between January 1, 2019, and through December 2, 2022, we have issued the following securities.

On August 26, 2019, Diamondrock, LLC. was issued 100,000 shares of common stock pursuant to a commitment Fee on a Financing Agreement.

Subsequent to a partial assignment of a Convertible Note, to various purchasers on September 28, 2020, the Company received notices of election to convert the entire principal balance of $147,000 on October 1, 2020. The Company issued a total of 3,500,001 shares of common stock to six individuals in full and final settlement of the New Note on October 26, 2020.

Subsequent to a partial assignment of Convertible Note, to various purchasers on December 30, 2020, the Company received notices of election to convert the entire principal balance of $150,000, plus accrued interest of $13,558.31, on December 31, 2020. The Company issued a total of 3,894,245 shares of common stock to six individuals in full and final settlement of the New Note on December 31, 2020.

On December 30, 2020, 600,000 common shares were purchased by a third party for the total amount of $150,000.00, at $0.25 per share. These shares were issued on January 26, 2021, and are restricted. The proceeds from the Note was used to further the operations of the Company and to executed on its business plan.

On April 29, 2021, 10,000,000 common shares were issued to William Coleman Smith in exchange for an additional 9% ownership of Green Zebra Media Corp.

On May 23, 2022 pursuant to an Engagement Agreement with Beyond Media SEZC, the Company issued a total of 1,818,181 shares of common stock as compensation.

On July 19, 2022, 383,000 unregistered shares of the Company’s common stock were issued to Acorn Management Partners, LLC in lieu of cash payments owed to Acorn pursuant to a Professional Relations and Consulting Agreement (Consulting Agreement) entered into on April 7, 2022, and an Addendum to that Consulting Agreement entered into on July 6, 2022.

On August 3, 2022, the Company received a conversion notice from eSilkroad for the issuance of 1,538,462 shares to settle $300,000 in note proceeds at $0.195 per share.

On August 12, 2022, the Company issued 560,000 shares of common stock valued at $0.0770 per share pursuant to a Notice of Conversion from Talos Victory Fund in respect to the principal on the December 16, 2021, Convertible Note.

On August 25, 2022, the Company issued 300,000 shares of common stock valued at $0.0208 per share pursuant to a Notice of Conversion from Mast Hill in respect to accrued and unpaid interest on the November 3, 2021, Convertible Note.

On August 29, 2022, the Company issued 1,000,000 shares of common stock valued at $0.02808 per share pursuant to a Notice of Conversion from Talos Victory Fund in respect to the principal on the December 16, 2021, Convertible Note.

On September 7, 2022, the Company issued 700,000 shares of common stock valued at $0.02808 per share pursuant to a Notice of Conversion from Talos Victory Fund in respect to the principal on the December 16, 2021, Convertible Note.

On September 7, 2022, the Company issued 1,590,000 shares of common stock valued at $0.02808 per share pursuant to a Notice of Conversion from Mast Hill in respect to the principal on the November 3, 2021, Convertible Note.

On September 8, 2022, the Company issued 850,000 shares of common stock valued at $0.02808 per share pursuant to a Notice of Conversion from Talos Victory Fund in respect to the principal on the December 16, 2021, Convertible Note.

On September 9, 2022, the Company issued 725,000 shares of common stock valued at $0.02808 per share pursuant to a Notice of Conversion from Talos Victory Fund in respect to the principal on the December 16, 2021, Convertible Note.

On September 13, 2022, the Company issued 1,000,000 shares of common stock valued at $0.02808 per share pursuant to a Notice of Conversion from Talos Victory Fund in respect to the principal on the December 16, 2021, Convertible Note.

On September 21, 2022, the Company issued 1,850,000 shares of common stock valued at $0.02808 per share pursuant to a Notice of Conversion from Talos Victory Fund in respect to the principal on the December 16, 2021, Convertible Note.

On October 1, 2022, the Company issued 1,800,000 shares of common stock valued at $0.020025 per share pursuant to a Notice of Conversion from Talos Victory Fund in respect to the principal on the December 16, 2021, Convertible Note.

On October 7, 2022, the Company issued 1,600,000 shares of common stock valued at $0.020025 per share pursuant to a Notice of Conversion from Mast Hill in respect to the principal on the November 3, 2021, Convertible Note.

On October 10, 2022, the Company issued 2,500,000 shares of common stock valued at $0.020025 per share pursuant to a Notice of Conversion from Talos Victory Fund in respect to $41,822.60 of the principal and $6,489.90 of unpaid and accrued interest on the December 16, 2021, Convertible Note.

On October 11, 2022 we entered into a Promissory Note with 1800 Diagonal Lending, LLC, a Virginia limited liability company, for the Principal Amount of $43,750. The total disbursement to GZ6G was $40,000, with a term of twelve months and an interest rate of 10%. The conversion rate of the note is 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. .Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.

On November 3, 2022, the Company entered into a Promissory Note with Fourth Man LLC, a Nevada limited liability company in which Fourth Man has agreed to lend the Company the principal amount of $160,000; the purchase price of $144,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is $0.020025, subject to adjustment. The Promissory Note and accompanying documents were executed on November 9, 2022. Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.

On November 8, 2022 we entered into a Promissory Note with Janbella Group, LLC, a North Carolina limited liability company, for the Principal Amount of $54,000. The total disbursement to GZ6G was $50,000, with a term of twelve months and an interest rate of 10%. The conversion rate of the note is 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. .Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.

On November 3, 2022, Mast Hill Fund LLP provided the Company with a Notice of conversion whereunder they agreed to convert principal of $27,506.27 and interest of $4,533.73 due and payable into 1,600,000 shares of the Company’s common stock at $0.020025 per share to reduce a total of $32,040.00 from the principal balance of certain convertible promissory note.

On November 4, 2022, the Company filed a follow-on Registration Statement on Form S-1 in regard to an Equity Purchase Agreement entered into in November 2021, whereby Mast Hill Fund, L.P. (the “Investor”) agreed, upon the terms and subject to the conditions of the Purchase Agreement, to purchase up to Ten Million Dollars ($10,000,000.00) of Put Shares. The Company is registering another 50,000,000 shares for purchase at an estimated $0.03 per share in respect to this agreement. The proceeds from the Put Shares will be used to further the operations of the Company and to executed on its business plan.

On November 8, 2022, the Company entered into a Promissory Note with Janbella Group LLC, a North Carolina limited liability company in which Janbella agreed to lend the Company the principal amount of $54,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is 35% discount to the lowest trading price for the Common Stock during the ten-trading day period ending on the latest complete trading day prior to the conversion date. The Promissory Note and accompanying documents were executed on November 10, 2022, and proceeds will be used for operating costs and further execution of GZ6G’s execution on its business plans.

On November 15, 2022, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $23,258.98 and the interest amount of $26,160.00 due and payable into 2,555,255 shares of the Company’s common stock at $0.020025 per share to reduce a total of $23,258.98 from the principal balance of a certain convertible promissory note.

On November 23, 2022 we entered into a Promissory Note with Mast Hill Fund, L.P. for the Principal Amount of $293,000, and an Actual Amount of Purchase Price of $263,700. The Conversion rate on the note is $0.03 per share, subject to adjustments. The total disbursement to GZ6G was $250,789, with a term of twelve months and an interest rate of 12%. Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.

On December 5, 2022, Mast Hill Fund LLP exercised certain warrants on a cashless basis and received a total of 550,883 shares of the Company’s common stock.

On December 5, 2022 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $20,000 due and payable into 1,183,432 shares of the Company’s common stock at $0.0169 per share and reduce a total of $20,000 from the principal balance of a certain convertible promissory note.

On December 6, 2022, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $23,258.98 and the interest amount of $26,160.00 due and payable into 2,555,255 shares of the Company’s common stock at $0.020025 per share to reduce a total of $23,258.98 from the principal balance of a certain convertible promissory note.

On December 12, 2022 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $20,000 due and payable into 1,709,402 shares of the Company’s common stock at $0.0117 per share and reduce a total of $20,000 from the principal balance of a certain convertible promissory note.

On December 15, 2022 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $30,000 due and payable into 2,702,703 shares of the Company’s common stock at $0.0111 per share and reduce a total of $30,000 from the principal balance of a certain convertible promissory note.

On December 15, 2022, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $62,077.50, including interest in the amount of $28,497.53 due and payable into 3,100,000 shares of the Company’s common stock at $0.020025 per share to reduce a total of $31,829.97 from the principal balance of a certain convertible promissory note.

On December 19, 2022 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $30,000 due and payable into 2,857,143 shares of the Company’s common stock at $0.0105 per share and reduce a total of $30,000 from the principal balance of a certain convertible promissory note.

On December 20, 2022 we entered into a Promissory Note with Mast Hill Fund, L.P. for the Principal Amount of $293,000, and an Actual Amount of Purchase Price of $263,700. The Conversion rate on the note is $0.015 per share, subject to adjustments. The total disbursement to GZ6G was $250,789, with a term of twelve months and an interest rate of 12%. Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.

On January 5, 2023, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $34,650, including interest in the amount of $2,818.05 due and payable into 3,300,000 shares of the Company’s common stock at $0.0105 per share to reduce a total of $30,081.95 from the principal balance of a certain convertible promissory note.

On January 6, 2023 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $20,000 due and payable into 3,225,806 shares of the Company’s common stock at $0.0062 per share and reduce a total of $20,000 from the principal balance of a certain convertible promissory note.

On January 18, 2023 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $20,000 due and payable into 3,773,585 shares of the Company’s common stock at $0.0053 per share and reduce a total of $20,000 from the principal balance of a certain convertible promissory note.

On January 31, 2023, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $21,200, including interest in the amount of $3,231.88 due and payable into 4,000,000 shares of the Company’s common stock at $0.0053 per share to reduce a total of $16,218.12 from the principal balance of a certain convertible promissory note.

All of the shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering; all of the shares contain a restrictive legend on the share certificate stating that the securities have not been registered under the Act and setting forth, or referring to the restrictions on transferability and sale of the securities.

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GZ6G TECHNOLOGIES CORP.

TABLE OF CONTENTS FOR UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

September 30, 2022, and 2021

		Page
Condensed Consolidated Balance Sheets (Unaudited)		F-2

Condensed Consolidated Statements of Operations (Unaudited)		F-3

Condensed Consolidated Statement of Changes in Stockholders’ Deficit (Unaudited)		F-4

Condensed Consolidated Statements of Cash Flows (Unaudited)		F-5

Notes to the Unaudited Condensed Consolidated Financial Statements		F-6 to F-27

F-1

GZ6G TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)

	September 30, 2022			December 31, 2021
ASSETS
Current assets
Cash	$	174,091		$	759,791
Accounts receivable, net		2,947			2,000
Prepaid expenses		30,046			18,586
Other current assets		15,949			15,949
Total current assets		223,033			796,326

Property and equipment, net		209,931			235,176
Right of use assets		576,524			98,093
TOTAL ASSETS	$	1,009,488		$	1,129,595

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	508,272		$	335,037
Related party payables		342,988			179,769
Deferred revenue		175,000			209,000
Debt, current portion		3,767			44,156
Debt, related parties		1,300,725			1,065,725
Convertible notes, net of debt discount		6,223,130			5,075,840
Lease liability, current portion		87,437			99,003
Total current liabilities		8,641,319			7,008,530

Debt, net of current portion		44,000			44,000
Lease liability, net of current portion		506,111			-
Total liabilities		9,191,430			7,052,530

Stockholders’ deficit
Series A Preferred stock, $0.004 par, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding at September 30, 2022 and December 31, 2021		20,000			20,000
Series B Preferred stock, $0.001 par, 1 share authorized, 1 share issued and outstanding at September 30, 2022 and December 31, 2021		-			-
Common stock, $0.001 par, 500,000,000 shares authorized, 46,824,801 and 25,177,973 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively		46,825			25,178
Additional paid in capital		13,224,428			10,784,308
Accumulated deficit		(20,775,794	)		(16,092,531	)
Total GZ6G Technologies Corp stockholders’ deficit		(7,484,541	)		(5,263,045	)
Non-controlling interest		(697,401	)		(659,890	)
Total stockholders’ deficit		(8,181,942	)		(5,922,935	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,009,488		$	1,129,595

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-2

GZ6G TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2022			2021			2022			2021

NET REVENUES	$	74,890		$	132,000		$	81,890		$	132,000

OPERATING EXPENSES
Cost of revenue		3,770			32,722			5,251			32,722
Research and development expenses		-			2,600			-			7,800
Depreciation		26,403			17,752			97,854			19,941
General and administrative		554,248			293,318			2,430,359			545,330
General and administrative, related parties		120,000			90,000			360,000			240,000
Professional fees		30,000			18,759			80,200			74,015
Total operating expenses		734,421			455,151			2,973,664			919,808

(Loss) from operations		(659,531	)		(323,151	)		(2,891,774	)		(787,808	)

Other income (expense)
Gain on extinguishment of debt		3,568,359			-			3,568,359			-
Interest expenses		(1,189,022	)		(2,522,952	)		(5,443,450	)		(4,453,057	)
PPP loan forgiveness		-			-			46,091			-
Total other income (expense)		2,379,337			(2,522,952	)		(1,829,000	)		(4,453,057	)

Net income (loss)	$	1,719,806		$	(2,846,103	)	$	(4,720,774	)	$	(5,240,865	)
Less: net income (loss) attributable to Non-controlling interest		(20,757	)		13,841			(37,511	)		(66,233	)
Net income (loss) attributable to GZ6G Technologies Corp.	$	1,740,563		$	(2,859,944	)	$	(4,683,263	)	$	(5,174,632	)

Basic net loss per common share	$	0.05		$	(0.13	)	$	(0.16	)	$	(0.27	)
Diluted net loss per common share	$	0.01		$	(0.13	)	$	(0.16	)	$	(0.27	)

Weighted average shares, basic		34,325,373			22,793,357			28,588,256			19,203,614
Weighted average shares, diluted		185,097,486			22,793,357			28,588,256			28,588,256

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-3

GZ6G TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

For the Three and Nine Months Ended September 30, 2022 and 2021

(Unaudited)

	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Non- controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Deficit
Balance, December 31, 2021		5,000,000	$	20,000		1	$	-		25,177,973	$	25,178	$	10,784,308		$	(16,092,531	)	$	(659,890	)	$	(5,922,935	)
Shares issued as financing costs		-		-		-		-		10,769		11		22,389			-			-			22,400
Net income (loss)		-		-		-		-		-		-		-			(2,937,633	)		(599	)		(2,938,232	)
Balance, March 31, 2022		5,000,000	$	20,000		1	$	-		25,188,742	$	25,189	$	10,806,697		$	(19,030,164	)	$	(660,489	)	$	(8,838,767	)
Cashless warrants exercise										356,364		356		(356	)								-
Shares issued under consulting agreement										1,869,463		1,869		658,131									660,000
Shares issued under Equity Purchase Agreement										387,481		388		35,641									36,029
Fair value of beneficial conversion feature of convertible notes issue														363,533									363,533
Fair value of convertible debt warrants issued														360,967									360,967
Repricing of warrants														9,013									9,013
Net income (loss)		-		-		-		-		-		-		-			(3,486,193	)		(16,155	)		(3,502,348	)
Balance, June 30, 2022		5,000,000		20,000		1		-		27,802,050		27,802		12,233,626			(22,516,357	)		(676,644	)		(10,911,573	)
Fair value of beneficial conversion feature of convertible notes issue				-										84,382									84,382
Fair value of convertible debt warrants issued				-										52,702									52,702
Shares issued under consulting agreement				-						383,000		383		68,617									69,000
Shares issued for services				-						2,700,000		2,700		62,370									65,070
Issuance of common stock for debt conversion				-						10,373,462		10,374		509,406									519,780
Issuance of common stock for settlement of debt, related party				-						2,500,000		2,500		72,500									75,000
Exercise warrants										560,000		560		53,192									53,752
Shares issued under Equity Purchase Agreement				-						2,506,289		2,506		78,681									81,187
Repricing of warrants				-										8,952									8,952
Net income (loss)																	1,740,563			(20,757	)		1,719,806
Balance, September 30, 2022		5,000,000	$	20,000		1	$	-		46,824,801	$	46,825	$	13,224,428		$	(20,775,794	)	$	(697,401	)	$	(8,181,942	)


	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Non- controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Deficit
Balance December 31, 2020		5,000,000		20,000		1		-		12,793,357		12,793		5,180,816			(6,060,923	)		(680,180	)		(1,527,494	)

Net income (loss)		-		-		-		-		-		-		-			(436,026	)		(42,019	)		(478,045	)
Balance, March 31, 2021		5,000,000		20,000		1		-		12,793,357		12,793		5,180,816			(6,496,949	)		(722,199	)		(2,005,539	)
Shares issued to acquire additional interest in subsidiary										10,000,000		10,000		(142,649	)					132,649			-
Net income (loss)		-		-		-		-		-		-		-			(1,878,662	)		(38,055	)		(1,916,717	)
Balance, June 30, 2021		5,000,000		20,000		1		-		22,793,357		22,793		5,038,167			(8,375,611	)		(627,605	)		(3,922,256	)
Net income (loss)		-		-		-		-		-		-		-			(2,859,944	)		13,841			(2,846,103	)
Balance, September 30, 2021		5,000,000	$	20,000		1	$	-		22,793,357	$	22,793	$	5,038,167		$	(11,235,555	)	$	(613,764	)	$	(6,768,359	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

F-4

GZ6G TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Nine Months Ended September 30,
	2022			2021
Cash flows from operating activities:
Net Loss	$	(4,720,774	)	$	(5,240,865	)
Adjustments to reconcile net loss to net cash used in operating activities:
PPP loan forgiveness		(46,091	)		-
Gain upon notes conversion		(3,568,359	)		-
Amortization of debt discount and issuance costs		5,125,104			4,373,277
Common stock issued as financing costs		22,400			-
Common stock issued for services		65,070			-
Common stock issued under consulting agreement		729,000			-
Depreciation		97,854			19,941
Amortization of right of use assets		16,113			520
Repricing of warrant exercise price		17,965			-
Fixed assets reclassified to advertising expenses		-			4,990
Changes in operating assets and liabilities:
Increase in accounts receivable		(947	)		-
(Increase) decrease in prepaid expenses		(11,460	)		4,507
Increase in other current assets		-			(10,436	)
Increase in accounts payable and accrued expenses		226,995			46,990
Increase in related party payables		163,219			149,367
Decrease in customer deposits		(34,000	)		(132,000	)
Net cash used in operating activities		(1,917,911	)		(787,709	)

Cash Flows from Investing Activities:
Proceeds from credit for leasehold improvements		30,000			-
Purchase of equipment		(102,609	)		(176,690	)
Net cash used in investing activities		(72,609	)		(176,690	)

Cash flows from financing activities:
Proceeds from sale of common stock, net		117,216			-
Proceeds from exercise of warrants		53,752
Proceeds from subscription receivable		-			150,000
Repayment of debt, related parties		-			(151,854	)
Refund of repayment to PPP loan		5,702
Proceeds from related parties		310,000
Repayment to convertible notes		(281,000	)
Proceeds from convertible notes, net		1,199,150			900,000
Net cash provided by financing activities		1,404,820			898,146

Net decrease in cash		(585,700	)		(62,253	)
Cash-beginning of period		759,791			180,544
Cash-end of period	$	174,091		$	118,291

SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-settled debt liability	$	509,682		$	9,710,674
Cashless warrant	$	356		$	-
Beneficial conversion feature	$	808,882		$	-
Shares issued to acquire interest in subsidiary	$	-		$	132,649
Shares issued to settle debt, related party	$	75,000		$	-
Shares issued under notice of conversion, principal	$	525,400		$	-
Shares issued under notice of conversion, accrued interest payable	$	53,760		$	-
Shares issued under notice of conversion, transfer agent	$	22,621		$	-

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

F-5

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022 and 2021

(Unaudited)

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS

GZ6G Technologies Corp. (formerly Green Zebra International Corp.) (the “Company” or “GZ6G”) is a complete enterprise smart solutions provider for large venues and cities. Focused on acquiring smart city solutions, developing innovative products, and overseeing smart cities and smart venues, GZ6G also assists in modernizing clients with innovative wireless IoT technology for the emerging 5G and Wi-Fi 6 marketplaces. Target markets include stadiums, airports, universities, and smart city projects. The Company is organized under the laws of the State of Nevada and has offices in California and Nevada.

In November 2018, the Company changed its name from NanoSensors, Inc. to Green Zebra International Corp. following a merger with Green Zebra Media Corp., a Delaware corporation, under common control.

The Board of Directors approved a name change and a reverse stock split of the Company’s issued and outstanding common shares at a ratio of 200 to 1 on December 18, 2019. The accompanying financial statements, and all share and per share information contained herein has been retroactively restated to reflect the reverse stock split. On December 20, 2019, the Company changed its name from Green Zebra International Corp. to GZ6G Technologies Corp.

On August 6, 2021, Mr. William Ray Procanik and Mr. Brian Scott Hale were appointed to the Company’s board of directors and concurrently the Company formed an audit committee, which each of Mr. Hale and Mr. Procanik joined, serving as independent board members. Concurrently the Company completed an application for an uplist to the OTCQB and submitted the required disclosure through OTCMarkets. The Company was approved for trading on the OTCQB Venture Market on October 25, 2021.

Going Concern

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the year ended December 31, 2021, the Company entered into various loan treaties, convertible notes and other financing arrangements through which we received net cash proceeds of $2,108,000. During the nine-month period ended September 30, 2022, the Company received net cash proceeds of $1,145,900 by way of a series of convertible promissory notes and $310,000 in the form of related party loans. As of September 30, 2022, the Company had a working capital deficit of $8,418,286 with approximately $174,000 of cash on hand and an accumulated deficit of $20,775,794. The Company anticipates a need for a further $5,000,000 in fiscal 2023 to meet its upgraded infrastructure requirements. In addition to the remaining funding which may be provided to the Company under various loan treaty agreements, the Company filed two registration statements on Form S-1 to facilitate this requirement which allow for total funding of up to $15,000,000, both of which have been deemed effective. Up to September 30, 2022 the Company has received funding under these equity lines of $117,216. There is no guarantee the Company will continue to receive financing as required. The continuation of the Company as a going concern is dependent upon the ability to raise additional equity and/or debt financing and the attainment of profitable operations from the Company’s future business. If the Company is unable to obtain adequate capital as needed, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

F-6

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)

Covid-19 Pandemic: The COVID-19 pandemic could have a continuing adverse impact on our existing sponsorship and revenue agreements. During 2021 the implementation of services under certain of our installation agreements experienced delays as a result of the pandemic. COVID-19 has caused significant disruptions to the global financial markets, which may also continue to impact our ability to raise additional capital. During March 2020, we gave notice of furlough to our administrative support employees in an effort to conserve resources as we evaluate our business development efforts in the coming months. In April 2020, the Company received a grant of $6,000 and in May 2020 we received a PPP loan and an SBA loan in the approximate cumulative amount of $90,000 for operations. During early 2022 the Company reopened its offices and continued with the hiring of additional staff as well as the upgrading of infrastructure requirements to meet anticipated customer requirements for 2022. While recent progress in the battle against COVID leads us to believe that the worst of the effects of the pandemic are past, we cannot say with certainty that the situation will not change. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report, is highly uncertain and still subject to change. While significant uncertainty remains, despite the fact that the Company has been able to source financing, it remains that the COVID-19 outbreak may have a negative impact on its ability to work through its collaborative development efforts with industry partners, and in acquiring venues due to the continuing impact of COVID 19, in particular as a result of the impact to the global supply chain.

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles (“U.S. GAAP”) have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the full year. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2021 Form 10-K as filed with the Securities and Exchange Commission on March 28, 2022.

Consolidation

These consolidated financial statements include the accounts of GZ6G Technology Corp. and its 60% controlled subsidiary, Green Zebra Media Corp. (“GZMC’), as of September 30, 2022 and December 31, 2021. All significant intercompany accounting transactions have been eliminated as a result of consolidation.

Use of Estimates

The preparation of these consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

F-7

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At September 30, 2022, the Company had $0 in excess of the FDIC insured limit.

Property and Equipment

Property and equipment are recorded at cost. Depreciation on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.

Research and Development Costs

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. The core principle of this standard is that a company should record revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Further under ASC 606, the Company recognizes revenue from licensing agreements and service-based contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

We earn revenue from both digital marketing and the sale of WiFi and communication solutions to customers around the world. Revenue is earned from sales of our WiFi media platform and our WiFi monetization hardware (GZ Media hub) embedded with GZ software to create monetization and communication solutions for our customers. Our sales can consist of any one or a combination of items required by our customer including hardware, technology platforms and related support. We also enter into licensing contracts which provide for revenue based on licensing fees and revenue sharing with our licensees.

As we expand, we expect a large portion of our revenue from our digital communication solutions to be derived from service-based contracts where we expect to recognize a significant portion of our contracts over time, as there is a continuous delivery of services to the customer over the contractual period of performance. These contracts may or may not include fixed payments for services over time and/or commission-based fees.

F-8

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Direct costs are expected to include materials, labor and overhead to be charged to work-in-progress (including our contracts-in-progress) inventory or cost of sales. Indirect costs relating to long-term contracts, are expected to include expenses such as general and administrative charges, and other costs will be charged to expense as incurred and will not be included in our work-in-process (including our contracts-in-progress) inventory or cost of sales. Total estimates are expected to be reviewed and revised periodically throughout the lives of the contracts, and adjustments to profits resulting from such revisions are made cumulative to the date of the change. Estimated losses on long-term contracts are recorded in the period in which the losses become evident. If we do not accurately estimate the total sales, related costs and progress towards completion on our long-term contracts, the estimated gross margins may be significantly impacted, or losses may need to be recognized in future periods. Any such resulting changes in margins or contract losses could be material to our results of operations and financial condition.

In addition, certain of our contracts will include termination for convenience or non-performance clauses that provide the customer with the right to terminate the contract. Such terminations could impact the assumptions regarding total contract revenues and expenses utilized in recognizing profit under those contracts where we apply the percentage-of-completion method of accounting. Changes to these assumptions could materially impact our results of operations and financial condition. As we fully implement our business model, our inability to perform on our long-term contracts could materially impact our results of operations and financial condition.

Stock-Based Compensation

Debt Issue Costs

The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as interest expense.

Original Issue Discount

If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Stock Settled Debt

F-9

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases

In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 – Topic 842 Leases. ASU 2016-02 requires that most leases be recognized on the financial statements, specifically the recognition of right-to-use assets and related lease liabilities, and enhanced disclosures about leasing arrangements. The Company elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on a straight-line basis.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

Income Taxes

The Company follows ASC 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

Basic and Diluted Net Income (Loss) Per Share

In accordance with ASC 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, classes of shares with conversion features.

F-10

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Net Income (Loss) Per Share

The computation of basic loss per share for the three- and nine-month periods ended September 30, 2021 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, and preferred shares, because their inclusion would be antidilutive. As a result, the computation of basic income/loss per share includes potentially dilutive securities of underlying share purchase warrants, convertible notes, and preferred shares, for those periods where there has been reported net income. The computations of net income per share for the three months ended September 30, 2022 reflects both basic and diluted income per share, and the computation of net loss per share for the three months ended September 30, 2021 and nine months ended September 30, 2022 and 2021 is the same for both basic and fully diluted.

The table below reflects the potentially dilutive securities at each reporting period which have been included in the computation of diluted net loss per share for such periods where the Company has reported net income:

	September 30, 2022		September 30, 2021
Convertible Notes		95,409,959		4,871,812
Stock purchase warrants		5,362,154		-
Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred)		50,000,000		50,000,000
Total		150,772,113		54,871,812

Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

NOTE 3: PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:

	September 30, 2022			December 31, 2021
Office equipment	$	205,347		$	166,372
Leasehold improvements		12,813			31,919
Software		125,070			72,330
Total		343,230			270,621
Less: accumulated depreciation and amortization		(133,299	)		(35,445	)
Total property and equipment, net	$	209,931		$	235,176

Depreciation expense amounted to $26,403 and $17,752 for the three months periods ended September 30, 2022, and 2021, respectively.

Depreciation expense amounted to $97,854 and $19,941 for the nine months periods ended September 30, 2022, and 2021, respectively.

F-11

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 4: PREPAID EXPENSES

Prepaid expenses at September 30, 2022 and December 31, 2021 consist of the following:

	September 30, 2022		December 31, 2021
Reseller agreement (1)	$	-	$	3,467
Other expenses (2)		30,046		15,119
Total	$	30,046	$	18,586

(1)

On January 31, 2017, GZMC entered into a white label reseller agreement with Purple Wifi Limited, a company based in the UK that provides a hosted software solution as a Wifi hotspot platform for use on a company’s Wifi hardware and also provides customer analytics services and marketing opportunities along with ancillary support services. The reseller agreement had an initial term of three years and was subsequently amended to reflect a five (5) year term. Under the terms of the agreement GZMC was required to pay a fee of $52,000 of which a total of $6,450 was unpaid and is included in accounts payable as of September 30, 2022 and December 31, 2021. The total amount expended under the reseller agreement was initially recorded as prepaid expenses on the Company’s Balance Sheets and has been fully amortized over the term of the agreement on a five-year straight-line basis as part of general and administrative expense.

(2)	Other prepaid expenses include annual subscription fees for software, insurance, prepaid term marketing expenses and office security services.

NOTE 5: OTHER CURRENT ASSETS

Other current assets consist of the following at September 30, 2022 and December 31, 2021:

	September 30, 2022		December 31, 2021
Security deposits	$	14,691	$	14,691
Other deposits and receivables		1,258		1,258
Total	$	15,949	$	15,949

NOTE 6: DEBT

Loan Treaty Agreement

On December 21, 2020, the Company entered into a Loan Treaty Agreement with a third party (“Treaty Agreement”) whereby the lender agreed to provide a loan in the amount of up to $450,000 to the Company in $25,000 tranches, deposited weekly, memorialized by promissory notes in increments of $100,000. Each amount deposited has a term of 12 months for repayment and shall bear an interest rate of 8% per annum. In addition, at the option of the Lender, each $25,000 loaned to the Company may be converted into common shares at a 25% discount to the market price at the close of business on November 23, 2020 ($0.26 x 75% = $0.195); or $0.195 per share. Each $25,000 may be converted at the one-year anniversary of the date of the weekly deposit, unless the Company becomes a fully reporting company, at which time the holder may convert such debt to common shares in six months, or if the underlying shares are registered, conversion may occur upon Notice of Effect from the Securities and Exchange Commission. On April 1, 2021, the Company entered into an amendment to the Loan Treaty Agreement originally executed on December 21, 2020. Under the terms of the amendment the lender agreed to fund an additional $1 million dollars over 90 business days in equal weekly tranches of $55,556. Each tranche may be converted under the same terms as the original loan treaty, or $0.195 per share, commencing the one-year anniversary of the date of the weekly deposit, unless the Company becomes a fully reporting company, at which time the holder may convert such debt to common shares in six months, or if the underlying shares are registered, conversion may occur upon Notice of Effect from the Securities and Exchange Commission.

F-12

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 6: DEBT (continued)

Loan Treaty Agreement (continued)

During the fiscal year ended December 31, 2021, the Company received weekly tranche deposits for an aggregate of $1,100,000. The Company recorded $11,656,833 as the liability on stock settled debt associated with the tranches which amount is amortized over the terms of the notes.

During the nine months ended September 30, 2022, the Company received a further $50,000 under this loan treaty. The Company recorded $360,258, as the liability on stock settled debt associated with the tranche which amount is amortized over the terms of the notes. A total of $250,000 remains to be funded under the terms of this Treaty Agreement.

On October 27, 2021, the Company issued 2,051,282 shares of common stock to the lender in consideration for $400,000 in loans provided under the terms of the Treaty Agreement at $0.195 per share.

On August 3, 2022, the Company issued 1,538,462 shares of common stock to the lender in consideration for $300,000 in loans provided under the terms of the Treaty Agreement at $0.195 per share.

The carrying value of funding tranches is as follows:

	September 30, 2022			December 31, 2021
Principal	$	500,000		$	750,000
Stock-settled liability		5,171,803			8,320,525
Total		5,671,803			9,070,525
Unamortized debt discount		(310,597	)		(4,067,059	)
Debt carrying value	$	5,361,206		$	5,003,466

The interest expenses for the funding tranches are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest expense on notes	$	12,317	$	19,157	$	43,824	$	35,551
Amortization of debt discount		581,344		2,488,984		4,116,720		4,373,277
Total:	$	593,661	$	1,612,435	$	4,160,544	$	1,900,687

The accrued interest payable is as follows:

Balance, December 31, 2021	$	50,981
Interest expense on the convertible notes		43,824
Balance, September 30, 2022	$	94,805

Gain related to extinguishment during the nine months ended September 30, 2022:

Debt principal	$	300,000
Stock-settled liability		3,508,980
1,538,462 shares of common stock		(142,308	)
Gain on extinguishment of debt upon conversion	$	3,508,980

F-13

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 6: DEBT (continued)

Convertible Debt with Warrant Agreement

On November 11, 2021, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $560,000 for the purchase price of $504,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $1.00 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 560,000 common shares at $1.00 per share for a term of three (3) years.

On December 16, 2021, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $560,000 for the purchase price of $504,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $1.00 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 560,000 common shares at $1.00 per share for a term of three (3) years.

In accordance with ASC 470 – Debt, the proceeds in fiscal year 2021 of $1,008,000 was allocated based on the relative fair values of the convertible notes and the warrants of $504,027 and $503,973, respectively. The Warrant was valued at $503,973 and was recorded as a debt discount which is being amortized over the life of the Note. In addition, the Note had a beneficial conversion feature (BCF) in the amount of $616,027 which was recorded as a debt discount which is being amortized over the life of the Note. The debt discount totaled $1,120,000.

On April 4, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $365,000 for the purchase price of $328,500. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $1.00 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 365,000 common shares at $1.00 per share for a term of five (5) years.

On May 23, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $440,000 for the purchase price of $396,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $0.30 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 1,466,667 common shares at $0.30 per share for a term of three (3) years.

On September 20, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $176,000 for the purchase price of $158,400. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $0.025 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 3,520,000 common shares at $0.10 per share for a term of five (5) years.

In accordance with ASC 470 – Debt, the proceeds in nine months ended September 30, 2022, of $882,900 was allocated based on the relative fair values of the convertible notes and the warrants of $469,231 and $413,669, respectively. The Warrant was valued at $413,669 and was recorded as a debt discount which is being amortized over the life of the Note. In addition, the Note had a beneficial conversion feature (BCF) in the amount of $447,915 which was recorded as a debt discount which is being amortized over the life of the Note. The debt discount totaled $959,684.

During the nine months ended September 30, 2022, the Company paid $281,000 in cash to settle a portion of the outstanding principal and $26,711 in cash to settle interest payable related to the December 16, 2021, convertible note.

F-14

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 6: DEBT (continued)

Convertible Debt with Warrant Agreement (continued)

During the nine months ended September, the Company issued an accumulated 8,835,000 shares of common stock pursuant to Notice of Conversion from lenders to settle certain portion of principal together with accrued interest payable and fees.

The carrying value of the tranches is as follows:

	September 30, 2022			December 31, 2021
Principal	$	2,101,000		$	1,120,000
Shares issued under conversion		(225,400	)		-
Repaid to principal		(281,000	)		-
Unamortized debt discount		(1,035,773	)		(1,047,626	)
Debt carrying value	$	558,827		$	72,374

The interest expenses related to the tranches are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest expense on notes	$	47,133	$	-	$	126,294	$	-
Amortization of debt discount		480,474		-		971,537		-
Total:	$	527,607	$	-	$	1,097,831	$	-

The accrued interest payable is as follows:

Balance, December 31, 2021	$	13,440
Interest expense on the convertible notes		126,294
Shares issued under conversion		(53,760	)
Repaid in cash		(26,711	)
Balance, September 30, 2022	$	59,263

Loss related to extinguishment during the nine months ended September 30, 2022:

Debt principal	$	225,400
Accrued interest payable		53,760
8,835,000 shares of common stock		(377,472	)
(Loss) on extinguishment of debt upon conversion	$	(98,312	)

During the nine months ended September 30, 2022, the Company issued shares in respect to a Put notice (Note 10(5)) with a strike price of $0.020025 per share which triggered a dilutive issuance clause in the aforementioned Convertible Note agreements downward adjusting the conversion price per share to match the strike price.

F-15

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 6: DEBT (continued)

Convertible Promissory Note

During the nine months ended September 30, 2022, the Company entered into several Convertible Promissory Notes with an investor in which the investor agreed to lend the Company the accumulated principal amount of $277,500 for the purchase price of $266,250. The Term of these Notes is twelve months with an interest rate of 10%. The conversion rate of the Note is as follows: 35% discount to the lowest bid price during the ten-day trading period prior to a notice of conversion. The funds were used for operating costs and further execution of GZ6G’s business plan.

The carrying value of this convertible promissory note is as follows:

	September 30, 2022			December 31, 2021
Principal	$	277,500		$	-
Stock-settled liability		149,424			-
Total		426,924			-
Unamortized debt discount		(123,827	)		-
Debt carrying value	$	303,097		$	-

The interest expenses for the convertible promissory note are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest expense on note	$	6,007	$	-	$	7,804	$	-
Amortization of debt discount		28,738		-		36,847		-
Total:	$	34,745	$	-	$	44,651	$	-

The accrued interest payable is as follows:

Balance, December 31, 2021	$	-
Interest expense on the convertible note		7,804
Balance, September 30, 2022	$	7,804

SBA

On May 19, 2020, the Company received a long-term loan from U.S. Small Business Administration (SBA) in the amount of $44,000, upon the following conditions:

Payment: Installment payments, including principal and interest, of $215 monthly, will begin twenty-four (24) months from the date of the promissory note, or May 19, 2022. The balance of principal and interest will be payable Thirty (30) years from the date of the promissory note.

Interest: Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date(s) of each advance.

Payment terms: Each payment will be applied first to interest accrued to the date of receipt of each payment, and the balance, if any, will be applied to principal; each payment will be made when due even if at that time the full amount of the loan has not yet been advanced or the authorized amount of the Loan has been reduced.

F-16

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 6: DEBT (continued)

SBA (continued)

The interest expenses related to the SBA loan are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest expense on notes	$	416	$	416	$	1,234	$	1,234

The accrued interest payable is as follows:

Balance, December 31, 2021	$	2,672
Addition: Interest expense		1,234
Balance, September 30, 2022	$	3,906

PPP funds

The Paycheck Protection Program (“PPP”) is a loan designed to provide a direct incentive for small businesses to keep their workers on the payroll. SBA will forgive loans if all employee retention criteria are met, and the funds are used for eligible expenses. The loan may be forgiven in full if the funds are used for payroll costs, interest on mortgages, rent, and utilities (with at least 60% of the forgiven amount having been required to be used for payroll). Additional terms include:

●	An interest rate of 1% per annum;
●	Loans issued prior to June 5, 2020, have a maturity of 2 years, with loans issued thereafter having a maturity of 5 years;
●	Loan payments are deferred for six months;
●	No collateral or personal guarantees are required; and
●	Neither the government nor lenders will charge small businesses any fees.

On May 14, 2020, the Company received PPP proceeds of $45,450. As of December 31, 2021, the Company paid $5,702 including $5,061 in principal and $641 in interest payable in respect of this loan. The Company requested full loan forgiveness by submitting a request to the lender. The total loan principal amount of $45,450 with the interest amount of $641 was forgiven in full in the three months ended March 31, 2022. As a result, the Company recorded the full amount of $46,091 that had been received as other income.

Other Short-term loans

On January 5, 2018, GZMC entered into a loan agreement with National Funding Inc. whereby the Company acquired funding in the amount of $20,625. The terms of the loan called for the Company to pay an origination fee of $412 and to repay $26,400 by way of 176 daily payments of $150. As of September 30, 2022, and December 31, 2021, there was an outstanding amount of $3,768 due and payable on the loan, and the loan was in default.

F-17

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 7: CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES

The Company generates revenue from contracts which, among other services, provide wireless and digital promotion rights for certain events including WiFi media network advertising rights, and the development of smart venue wireless networks and software engagement technology products for airports, stadiums, campuses, cities and other venues in the United States and International markets. In general, our contracts require several months of implementation which is charged at a fixed rate, followed by monthly maintenance and management services, ad hoc fixed rate services, and a share in advertising revenue, when applicable. As a result, the Company will accept deposits from customers, which deposits are applied as each stage of our implementation is complete or under the terms of the service contract. Invoices issued to customers for the implementation phase of our contracts are due and payable when issued, however, as the associated scope of services have not yet been concluded, these invoices do not yet meet the revenue recognition criteria required to report these amounts as earned revenue (ref: Note 2 – Revenue Recognition). As a result, deposits when received from customers are included as liabilities on our balance sheets.

The following table provides balances of customer receivables and contract liabilities as of September 30, 2022, and December 31, 2021:

	September, 2022		December 31, 2021
Customer receivables ⁽¹⁾	$	-	$	-
Contract liabilities (Customer deposits) ^{(1), (2) (a), (b), (c)}	$	175,000	$	209,000

(1)

The Company has deposits of $175,000 and $209,000, respectively as at September 30, 2022 and December 31, 2021, with respect to certain future services to be provided, which amounts are not yet earned under revenue recognition criteria provided by ASC 606 and therefore, they are not reflected as accounts receivable on the Company’s balance sheets. During the three months and nine months ended September 30, 2022, the Company recorded $3,000 and $9,000, respectively as income relative to the above contracts and returned $25,000 in previously paid deposits to one of its customers.

(2)

Contract liabilities are consideration we have received from our customers billed in advance of providing goods or services promised in the future or for work in progress. We defer recognizing this consideration as revenue until we have satisfied the related performance obligation to the customer. Contract liabilities include installation and maintenance charges that are deferred and recognized when the installation is complete or with respect to deposits for maintenance, over the actual or expected contract term, which typically ranges from one to five years depending on the service. Contract liabilities may be included as customer deposits or deferred revenue in our consolidated balance sheets, based on the specifics of the contract. During the three and nine months ended September 30, 2022, we have recognized $3,000 and $9,000 in revenue from customer deposits on hand (September 2021 - Nil). The Company and certain customers are currently in negotiations to determine the best way to proceed with the delayed implementation of certain prior period contracts for which we have received deposits but have not completed the scope of work.

Performance Obligations

While we had originally expected to recognize revenue during fiscal 2020 with respect to contracts for which we have received customer deposits, the impact of COVID-19 had a significant impact on implementation. The Company is currently in negotiations to determine the best way to proceed with the delayed implementation of these contracts, or their termination.

F-18

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 7: CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (continued)

Performance Obligations (continued)

(a) We executed a license agreement for the country of Spain in fiscal 2016 and the Company received an initial deposit of $25,000 against the total licensing fee payable. This amount has been recorded on the Company’s balance sheets as deferred income. While the Company and the customer attempted to negotiate an amendment to the terms of the agreement in late fiscal 2019, the onset of COVID-19 resulted in further delays which are ongoing. As a result, the Company is currently in negotiation for a formal termination of the agreement with this customer.

(b) On July 11, 2019, GZMC entered into an Airport WiFi Sponsorship Marketing Agreement with a third party whereunder GZMC will secure long-term, exclusive and non-exclusive smart venues for WiFi marketing, digital marketing and data analytics for various brand sponsors at various airports across the United States. There were several venues anticipated under the terms of the agreement with installations commencing on various schedules. GZMC generated invoices for $100,000 for each of 13 venues, whereby $65,000 per venue is due on receipt of the invoice and the remaining $35,000 is due sixty days thereafter. As at September 30, 2022 and December 31, 2021, the Company has received partial payments of $130,000 against the initial deposit required, of which a total of $25,000 was returned during the period leaving $105,000 on deposit. Previously the Company expected revenue recognition under these contracts to commence in fiscal 2020, however, as a result of the impact of the COVID-19 pandemic, the project has been delayed indefinitely. Funds originally provided for the implementation of this project are anticipated to be applied as a deposit on a project yet to be identified or otherwise, fully repaid.

(c) On October 6, 2020, the Company received a purchase order in the amount of $132,000 in regard to a Media Agreement described in Note 9(3) below. During the year ended December 31, 2021, the Company completed the installation terms included in the purchase order and as a result $78,000 has been reflected as revenue as at December 31, 2021. A further $9,000 was recorded as income during the nine months ended September 30, 2022, with the remaining $45,000 included in deferred income in relation to future service obligations under the contract which will be earned over the term of the service contract.

NOTE 8: RELATED PARTY TRANSACTIONS

Terrence Flowers

As at December 31, 2019, a total of $11,110 was payable to Mr. Terrence Flowers, who ceased to be a shareholder, officer and director on July 9, 2018. During the year ended December 31, 2020, the Company repaid $11,000 to Mr. Flowers, leaving a balance due of $110 at September 30, 2022 and December 31, 2021. The amount is reflected on the balance sheet in related party payables.

Coleman Smith and ELOC Holdings Corp.

F-19

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 8: RELATED PARTY TRANSACTIONS (continued)

Coleman Smith and ELOC Holdings Corp. (continued)

During the fiscal year ended December 31, 2021, the Company paid a total of $151,854, of which $11,854 was repaid during the nine months ended September 30, 2021, to ELOC to reduce the principal balance on the loan.

The following amounts are included in debt to related party on our Balance Sheets:

Balance at December 31, 2020, Debt, related party	$	1,217,579
Payments on loan		(151,854	)
Balance at December 31, 2021, Debt, related party.		1,065,725
Shares issued to settle debt		(75,000	)
Promissory Notes for funding provided		310,000
Balance at September 30, 2022, Debt, related party.	$	1,300,725

The interest expenses related to above loans are as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	2022		2021		2022		2021
Interest expense on notes	$	13,777	$	13,908	$	40,477	$	42,282

F-20

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 8: RELATED PARTY TRANSACTIONS (continued)

Coleman Smith and ELOC Holdings Corp.

The following amounts are included in related party payables on our Balance Sheets:

	September 30, 2022		December 31, 2021
Coleman Smith, President	$	36,688	$	3,946
Interest payable		96,190		55,713
ELOC Holdings Corp.		210,000		120,000
Terrence Flowers		110		110
	$	342,988	$	179,769

NOTE 9: OPERATING LEASE

Future minimum lease payments in respect of the above leases as of September 30, 2022, as presented in accordance with ASC 842 were as follows:

2022	$	29,566
2023		127,556
2024		133,014
2025		138,472
2026		143,931
Remaining periods		136,527
Total future minimum lease payments		709,062
Less: imputed interest		(115,514	)
Total		593,548
Current portion of operating lease		87,437
Long term portion of operating lease	$	506,111

F-21

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 10: COMMITMENTS

(1)

On April 2, 2019, a vendor of the Company, the “Plaintiff” filed a complaint against the Company’s 60% controlled subsidiary, Green Zebra, in the Superior Court of California, Orange County for unpaid invoices related to services and products sold in fiscal 2017, including reasonable value in the amount of $61,899.62. The Court approved a default judgement on January 23, 2020, with respect to the aforementioned claim, including the following:

Damages	$	61,890
Prejudgment interest at the annual rate of 10%		9,835
Attorney fees		1,200
Other costs		505
Total judgement value	$	73,430

In April 2021, the Plaintiff perfected the judgement and obtained a hold against a bank account controlled by Green Zebra in the approximate amount of $16,282, which amount was subsequently released to the Plaintiff and has been recorded as a reduction to the balance owing to the Plaintiff. The Company has remitted a further $2,420 towards the outstanding balance. At September 30, 2022 and December 31, 2021, a total of $54,738 remained outstanding. The Company and the Plaintiff are currently in discussions regarding the claimed amount.

(2)

On August 10, 2019, the Company’s CEO, Mr. William Coleman Smith, entered into a lease agreement with IAC Apartment Development JV LLC to lease space at 861 Tularosa, Irvine, California for a one-year term at a rental rate of $3,455 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp. Green Zebra will use the space for its operations. On April 1, 2020, the landlord and the Company agreed to a rental deferment agreement to defer the rental costs by 50% as a result of COVID-19. The monthly rent commencing April 1, 2020 was $1,727 plus utilities. The rental deferment ended on June 1, 2020. The original lease expired on August 9, 2020, and was renewed on expiry for another one-year term at a reduced rate of $3,350 per month. On August 16, 2021, the Company renewed a lease for a further one-year term at a rental rate of $3,620 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp. The lease was renewed for a further one year term in August 2022. The Company has elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on a straight-line basis

(3)

On September 14, 2020, GZMC entered into a WiFi Media Solution Agreement (the “Media Agreement”) with a city in Iowa in regard to a city owned location (“venue location”) whereby GZMC was granted rights to provide sponsorship advertising, performance marketing and professional services. Under the terms of the Media Agreement, GZMC must pay fees to the city at an annual rate of $94,000 per annum for a period of 5 years following the initial operation of the venue location, the opening of which was delayed past December 31, 2021, as a result of COVID-19 restrictions. GZMC is anticipating the start date for this project to occur during fiscal 2022 based on acquiring the various bonds and licenses as may be required and the official commencement of venue services.

(4)

On April 25, 2021, the Company entered into an Equity Purchase Agreement with World Amber Corp., whereby the Company agreed to sell to World Amber Corp up to 16,666,667 shares of the Company’s common stock for a maximum commitment amount of $5,000,000 at $0.30 per share. The Company has submitted a registration statement on Form S-1 to the Securities and Exchange Commission in order facilitate this funding agreement which was deemed effective on September 24, 2021.

On each of November 2, 2021, and November 3, 2021, the Company presented a Put to World Amber Corp., pursuant to the Effective S-1 Registration Statement for $50,000 each Put, as a result the cumulative $100,000 in funds resulted in the issuance of 333,334 shares of registered common stock at $0.30 per share. The Registration statement expired on September 24, 2022. No further shares will be sold under this financing agreement.

F-22

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 10: COMMITMENTS (continued)

(5)

On November 10, 2021, the Company entered into a Registration Right Agreement with Mast Hill Fund, L.P. (the “Investor”), whereby the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor up to Ten Million Dollars ($10,000,000.00) of Put Shares at an originally estimated put price of $2.00 per share, subject to adjustment in accordance with the terms of the agreement which calls for valuation of the Put price equal to 90% of the volume weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date, and subject to a valuation period of seven (7) Trading Days immediately following the Clearing Date associated with the applicable Put Notice during which the Purchase Price of the Common Stock is valued in order to establish the applicable Purchase Price. To induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws. The Registration was deemed effective on May 11, 2022.

(6)

On April 7, 2022, the Company entered into Professional Relations and Consulting Agreement (Agreement) with Acorn Management Partners, LLC (Acorn), a Georgia Limited Liability Company, wherein the Company will pay Acorn $11,500 per month, and issue, or cause to be issued, $120,000 worth of the Company’s restricted common stock in three tranches, total shares equivalent to $60,000 for the first six month period and total shares equivalent to $30,000 for each of the remaining two three-month periods. The term of the Agreement is for one year, broken down into three periods; the first began on April 8, 2022, and is for six months. The next two periods are for three months each. The Agreement may be terminated at any time, in writing, by either party. If the Agreement is terminated by the Company before the end of any period, Acorn will be entitled for full payment of the period, and the full issuance of the shares for that period. The Company issued a total of 51,282 unregistered restricted shares on April 15, 2022, in respect of the first installment of $60,000 worth of common stock under the terms of the Agreement which shares are valued at fair market value on the date of issue. On July 19, 2022, 383,000 unregistered shares of the Company’s common stock were issued to Acorn Management Partners, LLC in lieu of cash payments of $60,000 owed to Acorn pursuant to an Addendum to that Consulting Agreement entered into on July 6, 2022.

(7)

On July 7, 2022, effective June 14, 2022, the Company entered into a Sponsorship & Services Agreement (Agreement) with the Texas Rangers MLB Stadium called Globe Life Field (Rangers) wherein the Rangers granted sponsorship benefits to the Company. The Agreement calls for advanced sponsorship revenue share payments of $375,000 by the Company to the Rangers during the fiscal years 2023 and 2024, pursuant to a split fee arrangement for WiFi managed services and Sponsorship opportunity. The Agreement offers the rights of the Company to place stadium ads in a shared revenue model. The Company will also manage the WiFi Network captive portal remotely, as an exclusive arrangement.

NOTE 11: CAPITAL STOCK

The Company has authorized 500,000,000 common shares with a par value of $0.001, 10,000,000 shares of Series A Preferred Stock, par value $0.004 and 1 share of Series B Preferred Stock, par value $0.001. The shares of Series A Preferred Stock are convertible into shares of Common Stock on the basis of 10 shares of Common Stock for every 1 share of Series A Preferred Stock and have voting rights of one vote for each share of Series A Preferred Stock held. The Series B Preferred Stock is not convertible but has voting rights granting the holder 51% of all votes (including common and preferred stock) entitled to vote at any meeting of the stockholders of the Company. Neither the Series A nor Series B Preferred Stockholders have any rights to dividends or proceeds of the assets of the Company upon any liquidation or winding up of the Company.

Common Stock

On February 8, 2022, pursuant to an Engagement Agreement with Carter, Terry & Company, an authorized, registered broker dealer, the Company issued a total of 10,769 shares of common stock as compensation. The Company recorded $22,400 as financing cost.

On April 7, 2022, pursuant to an Engagement Agreement with Acorn Management Partners, LLC, the Company issued a total of 51,282 shares of common stock as compensation. The Company recorded $60,000 as investor relations services. Further, on July 19, 2022, 383,000 unregistered shares of the Company’s common stock were issued to Acorn Management Partners, LLC with a fair value of $69,000 as compensation owed to Acorn pursuant to a Professional Relations and Consulting Agreement (Consulting Agreement) entered into on April 7, 2022, and an Addendum to that Consulting Agreement entered into on July 6, 2022.

F-23

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 11: CAPITAL STOCK (continued)

Common Stock (continued)

On May 23, 2022 pursuant to an Engagement Agreement with Beyond Media SEZC, the Company issued a total of 1,818,181 shares of common stock as compensation. The Company recorded $600,000 as investor relationship expenses.

On May 27, 2022 the Company issued 356,364 shares of common stock as a result of the exercise of a cashless warrants.

On July 7, 2022 the Company issued 560,000 shares of common stock to Talos for total proceeds of $53,752 at $0.095985 per share pursuant to the exercise of a share purchase warrant.

On August 3, 2022, the Company issued 1,538,462 shares of common stock to lender eSilkroad Network Ltd. in consideration for $300,000 in loans previously provided under the terms of a convertible note agreement convertible at $0.195 per share.

On September 1, 2022, the Company issued 2,500,000 shares of restricted common stock to William Coleman Stock in partial payment of his promissory notes in the amount of $75,000, at $0.03 per share.

On September 1, 2022, the Company issued a cumulative 2,700,000 shares of restricted common stock for directors’ services provided by Mr. Smith, Mr. Procniak and Mr. Hale during the first two quarters of 2022, with a fair value of $65,070.

The Company issued an accumulated 8,835,000 shares of common stock pursuant to Notice of Conversion from lenders in the principal amount of $225,400, and in the accrued interest payable of $53,760 with a fair value of 129,452 and fees with a fair value of $22,621.

The Company issued an accumulated 2,893,770 shares of common stock under an Equity Purchase Agreement with Mast Hill Fund, L.P. with net proceeds of $117,216 (Note 10(5)).

As of September 30, 2022, and December 31, 2021, there were 46,824,801 and 25,177,973 shares of common stock issued and outstanding, respectively.

Series A Preferred Stock

The total number of Series A Preferred stock that may be issued by the Company is 10,000,000 shares with a par value of $0.004.

As of September 30, 2022 and December 31, 2021, there are a total of 5,000,000 shares of Series A Preferred Stock issued and outstanding.

Series B Preferred Stock

The total number of Series B Preferred Stock that may be issued by the Company is 1 share with a par value of $0.001.

As of September 30, 2022 and December 31, 2021, there is 1 share of Series B Preferred stock issued and outstanding.

F-24

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 11: CAPITAL STOCK (continued)

Share Purchase Warrants

On November 11, 2021, the Company entered into a Warrant Agreement with J.H. Darbie and Company, an authorized, registered broker dealer, wherein J.H. Darbie and Company may purchase 10,487 shares of common stock for $1.00 per share, as a Finder’s Fee for introducing the Company to MHFLP. The fair value of the warrants granted was estimated at $25,141 using the Black-Scholes pricing model

In November and December 2021, the Company issued cumulative 1,120,000 warrants to convertible note holders and subscribers for common shares, in accordance with the terms of subscription unit agreements into with the convertible note holder and subscribers. The fair value of the warrants granted was estimated at $503,973 using the Black-Scholes pricing model.

In April and May 2022, the Company issued a total of 1,831,667 warrants to convertible note holders and subscribers for common shares, in accordance with the terms of subscription unit agreements entered into with the convertible note holders and subscribers. The fair value of the warrants granted was estimated at $360,003 using the Black-Scholes pricing model.

In September 2022, the Company issued a total of 3,520,000 warrants to convertible note holders and subscribers for common shares, in accordance with the terms of subscription unit agreements entered into with the convertible note holders and subscribers. The fair value of the warrants granted was estimated at $52,702 using the Black-Scholes pricing model.

During the nine months ended September 30, 2022, 356,364 shares of common stock were issued from the exercise of 560,000 cashless warrants. 560,000 shares of common stock issued at $0.095985 per share pursuant to the exercise of a share purchase warrant.

Certain warrants above include dilution protection for the warrant holders, which could cause the exercise price to be reduced as a result of a financing event at a valuation below the exercise price in effect at the time. During the nine months ended September 30, 2022, as a result of additional share issuances below the original exercise price of certain warrants, the warrant exercise price was downward adjusted to $0.020025 per share. The downward adjustment on each of the modification dates was treated as additional paid in capital and fully expensed as financing costs on the modification date, and the Company recorded a cumulative $17,965 to additional paid in capital and interest expenses.

In accordance with authoritative accounting guidance, the fair value of the outstanding common stock purchase warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):

	Measurement date
Dividend yield		0	%
Expected volatility		279~297%
Risk-free interest rate		0.83~1.22%
Expected life (years)		3.00~5.00
Stock Price		$0.027~$2.80
Exercise Price		$0.10 ~ $1.00

F-25

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 11: CAPITAL STOCK (continued)

The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at September 30, 2022 and December 31, 2021:

Exercise Price		December 31, 2021		Issued		Repricing		Exercised			September 30, 2022		Expiration Date
$	1.00		560,000						(560,000	)		-
$	1.00		560,000				0.095985		(560,000	)		-
$	1.00		10,487				0.020025					10,487		November 2026
$	1.00				365,000		0.020025					365,000		April 2027
$	0.30				1,466,667		0.020025					1,466,667		May 2025
$	0.10				3,520,000		0.020025					3,520,000		September 2027
			1,130,487		5,351,667				(1,120,000	)		5,362,154

A summary of the warrant activity for the period ended September 30, 2022 and December 31, 2021 is as follows:

				Weighted- Average Exercise		Weighted- Average Remaining Contractual		Aggregate Intrinsic
	Shares			Price		Term		Value
Outstanding at December 31, 2021		1,130,487		$	1.00		2.93	$	-
Grants		5,351,667			0.216		4.63		-
Exercised		(1,120,000	)		-		-		-
Expired		-			-		-		-
Outstanding at September 30, 2022		5,362,154		$	0.020025		4.55	$	-

Exercisable at September 30, 2022		5,362,154		$	0.020025		4.55	$	-

NOTE 12: SUBSEQUENT EVENTS

On November 3, 2022, the Company entered into a Promissory Note with Fourth Man LLC, a Nevada limited liability company in which Fourth Man has agreed to lend the Company the principal amount of $160,000; the purchase price of $144,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is $0.020025, subject to adjustment. Further the Company issued the noteholder a five year common stock purchase warrant to acquire up to 2,400,000 shares at $0.10 per share. Proceeds will be used, for operating costs and further execution of GZ6G’s execution on its business plans.

F-26

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Nine Months Ended September 30, 2022, and 2021
(Unaudited)

NOTE 12: SUBSEQUENT EVENTS (continued)

On November 3, 2022 Mast Hill Fund LLP provided the Company with a Notice of conversion whereunder they agreed to convert principal of $27,506.27 and interest of $4,533.73 due and payable into 1,600,000 shares of the Company’s common stock at $0.020025 per share to reduce a total of $32,040.00 from the principal balance of certain convertible promissory note.

On November 4, 2022 the Company filed a follow on Registration Statement on Form S-1 in regard to an Equity Purchase Agreement entered into in November 2021, whereby Mast Hill Fund, L.P. (the “Investor”) agreed, upon the terms and subject to the conditions of the Purchase Agreement, to purchase up to Ten Million Dollars ($10,000,000.00) of Put Shares. The Company is registering another 50,000,000 shares for purchase at an estimated $0.03 per share in respect to this agreement.

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events requiring disclosure.

F-27

FINANCIAL STATEMENTS TABLE OF CONTENTS

GZ6G TECHNOLOGIES CORP.

TABLE OF CONTENTS FOR AUDITED FINANCIAL STATEMENTS

December 31, 2021 and 2020

	Page
Report of Independent Registered Public Accounting Firm	F-29 to F-30

Consolidated Balance Sheets	F-31

Consolidated Statements of Operations	F-32

Consolidated Statement of Changes in Stockholders’ Deficit	F-33

Consolidated Statements of Cash Flows	F-34

Notes to Consolidated Financial Statements	F-35 to F-54

F-28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

GZ6G Technologies Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of GZ6G Technologies Corp. (the Company) as of December 31, 2021 and 2020, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Consideration of the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has a working capital deficit which raises substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

F-29

Going Concern – Disclosure

The financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Consideration of the Company’s Ability to Continue as a Going Concern” above, the Company has a history of recurring net losses, a significant accumulated deficit and currently has net working capital deficit. The Company has contractual obligations such as commitments for repayments of accounts and notes payable and accrued interest (collectively “obligations”). Currently management’s forecasts and related assumptions illustrate their ability to meet the obligations through management of expenditures, obtaining additional financing through loans from related and unrelated parties, and private placements of capital stock for additional funding to meet its operating needs. Should there be constraints on the ability to access financing through stock issuances, the Company will continue to manage cash outflows and meet the obligations through related and unrelated party loans.

We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments to conclude that it is probable that the Company’s plans will be effectively implemented and will provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining it is probable that the Company’s plans will be effectively implemented include its ability to manage expenditures, its access funding from the capital market, and obtain loans from related and unrelated parties. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the financial statements. These procedures included the following, among others: (i) evaluating the probability that the Company will be able to access funding from the capital market; (ii) evaluating the probability that the Company will be able to manage expenditures, and (iii) evaluating the probability that the Company will be able to obtain loans from related and unrelated parties.

/s/ Pinnacle Accountancy Group of Utah

We have served as the Company’s auditor since 2019.

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

March 25, 2022

F-30

GZ6G TECHNOLOGIES CORP.

CONSOLIDATED BALANCE SHEETS

	December 31, 2021			December 31, 2020
ASSETS
Current assets
Cash	$	759,791		$	180,544
Accounts receivable, net		2,000			2,000
Prepaid expenses		18,586			11,267
Subscription receivable		-			150,000
Other current assets		15,949			5,513
Total current assets		796,326			349,324

Property and equipment, net		235,176			8,602
Right to use assets		98,093			-
TOTAL ASSETS	$	1,129,595		$	357,926

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	335,037		$	234,773
Related party payables		179,769			110
Deferred revenue		209,000			287,000
Debt, current portion		44,156			3,768
Debt, related party		1,065,725			1,217,579
Convertible notes, net of debt discount		5,075,840			52,740
Lease liability		99,003			-
Total current liabilities		7,008,530			1,795,970

Debt, net of current portion		44,000			89,450
Total liabilities		7,052,530			1,885,420

Stockholders’ deficit
Series A Preferred stock, $0.004 par, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding		20,000			20,000
Series B Preferred stock, $0.001 par, 1 share authorized, 1 issued and outstanding		-			-
Common stock, $0.001 par, 500,000,000 shares authorized, 25,177,973 and 12,793,357 shares issued and outstanding as at December 31, 2021 and December 31, 2020, respectively		25,178			12,793
Additional paid in capital		10,784,308			5,180,816
Accumulated deficit		(16,092,531	)		(6,060,923	)
Total GZ6G Technologies Corp stockholders’ deficit		(5,263,045	)		(847,314	)
Non-controlling interest		(659,890	)		(680,180	)
Total stockholders’ deficit		(5,922,935	)		(1,527,494	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,129,595		$	357,926

The accompanying notes are an integral part of these audited consolidated financial statements

F-31

GZ6G TECHNOLOGIES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS


	Year Ended December 31,
	2021			2020

NET REVENUES	$	78,000		$	8,887

OPERATING EXPENSES
Cost of revenue		43,121			10,400
Depreciation		20,429			1,948
General and administrative		963,068			232,052
General and administrative, related parties		330,000			240,000
Professional fees		99,099			59,108
Total operating expenses		1,455,717			543,508

(Loss) from operations		(1,377,717	)		(534,621	)

Other income (expense)
Interest expense		(8,051,277	)		(3,996,466	)
Loss on note conversion		(714,973	)		(364,909	)
Change in fair value of derivative liability		-			(28,844	)
Total other income (expense)		(8,766,250	)		(4,390,219	)

Net income (loss)	$	(10,143,967	)	$	(4,924,840	)

Less: net income (loss) attributable to Non-controlling interest		(112,359	)		(174,896	)
Net income (loss) attributable to GZ6G Technologies Corp.	$	(10,031,608	)	$	(4,749,944	)

Basic and diluted net loss per common share	$	(0.49	)	$	(0.84	)

Weighted average shares, basic and diluted		20,473,723			5,670,970

The accompanying notes are an integral part of these audited consolidated financial statements

F-32

GZ6G TECHNOLOGIES CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT


	Series A Preferred Stock				Series B Preferred Stock				Common Stock				Additional Paid-in			Accumulated			Non- controlling			Total Stockholders’
	Shares		Amount		Shares		Amount		Shares		Amount		Capital			Deficit			Interest			Deficit
Balance, December 31, 2019		5,000,000	$	20,000		1	$	-		4,799,111	$	4,799	$	273,656		$	(1,310,979	)	$	(505,284	)	$	(1,517,808	)

Derivative liability reclassed upon debt paid		-		-		-		-		-		-		10,584			-			-			10,584
Issuance of common stock for debt conversion		-		-		-		-		7,394,246		7,394		4,747,176			-			-			4,754,570
Issuance of common stock for private placement		-		-		-		-		600,000		600		149,400			-			-			150,000
Net income (loss)		-		-		-		-		-		-		-			(4,749,944	)		(174,896	)		(4,924,840	)
Balance, December 31, 2020		5,000,000	$	20,000		1	$	-		12,793,357	$	12,793	$	5,180,816		$	(6,060,923	)	$	(680,180	)	$	(1,527,494	)

Shares issued to acquire additional interest in subsidiary		-		-		-				10,000,000		10,000		(142,649	)		-			132,649			-
Fair value of beneficial conversion feature of convertible notes issued		-		-		-		-		-		-		504,027			-			-			504,027
Fair value of convertible debt warrants issued		-		-		-		-		-		-		503,973			-			-			503,973
Warrants issued as financing cost		-		-		-		-		-		-		25,141			-			-			25,141
Issuance of common stock for debt conversion		-		-		-		-		2,051,282		2,052		4,613,333			-			-			4,615,385
Issuance of common stock for private placement		-		-		-		-		333,334		333		99,667			-			-			100,000
Net income (loss)		-		-		-		-		-		-		-			(10,031,608	)		(112,359	)		(10,143,967	)
Balance, December 31, 2021		5,000,000	$	20,000		1	$	-		25,177,973	$	25,178	$	10,784,308		$	(16,092,531	)	$	(659,890	)	$	(5,922,935	)

The accompanying notes are an integral part of these audited consolidated financial statements

F-33

GZ6G TECHNOLOGIES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS


	Year Ended December 31,
	2021			2020
Cash flows from operating activities:
Net Loss		(10,143,967	)		(4,924,840	)
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization of debt discount and issuance cost		7,823,512			3,953,295
Financing cost		25,141			-
Fair value adjustments to derivative liability		-			28,844
Loss upon notes conversion		714,973			364,909
Depreciation		20,429			1,948
Amortization of right of use assets		910			-
Fixed assets reclassify to advertising expense		4,990			-
Changes in operating assets and liabilities:
Decrease prepaid expenses		(7,319	)		10,400
(Increase) decrease in other current assets		(10,436	)		7,398
Increase (decrease) in accounts payable and accrued expenses		100,264			84,663
Increase in related party payables		179,659			300,715
Increase (decrease) in customer deposits		(78,000	)		197,000
Net cash provided by (used in) operating activities		(1,369,844	)		24,332

Cash Flows from Investing Activities:
Purchase of equipment		(251,993	)		(4,990	)
Net cash used in investing activities		(251,993	)		(4,990	)

Cash flows from financing activities:
Advances		-			50,000
Proceeds from private placement		100,000			-
Proceeds from subscription receivable		150,000			-
(Repayment) of debt, related party		(151,854	)		-
Proceeds from loan payable		-			89,450
(Repayment) of loan payable		(5,062	)		-
Proceeds from convertible notes		2,108,000			-
Repayments to convertible notes		-			(8,607	)
Net cash provided by financing activities		2,201,084			130,843

Net increase in cash		579,247			150,185
Cash-beginning of period		180,544			30,359
Cash-end of period	$	759,791		$	180,544

SUPPLEMENTAL DISCLOSURES
Interest paid	$	1,393		$	1,393
Income taxes paid	$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Balance of payable to related parties converted to debt, related parties	$	-		$	1,217,579
Stock-settled debt liability	$	11,129,908		$	1,204,000
Conversion of debt into common stock	$	400,000		$	310,558
Stock issued under subscription receivable	$	-		$	150,000
Initial measurement of right to use assets and lease liability	$	157,462		$	-
Beneficial conversion feature discount recorded	$	1,008,000		$	-

The accompanying notes are an integral part of these audited consolidated financial statements

F-34

GZ6G TECHNOLOGIES CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS

In November 2018, the Company changed its name from NanoSensors, Inc. to Green Zebra International Corp. following a merger with Green Zebra Media Corp., a Delaware corporation, under common control.

On August 6, 2021, Mr. William Ray Procniak and Mr. Brian Scott Hale were appointed to the Company’s board of directors and concurrently the Company formed an audit committee, which each of Mr. Hale and Mr. Procniak joined, serving as independent board members. Concurrently the Company completed an application for an uplist to the OTCQB and submitted the required disclosure through OTCMarkets. The Company was approved for trading on the OTCQB Venture Market on October 25, 2021.

Going Concern

These audited consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of December 31, 2021, the Company had a working capital deficit of $6,212,204 with approximately $760,000 of cash on hand and an accumulated deficit of $16,092,531. In December 2020, the Company signed a convertible promissory note with a third party to provide an aggregate amount of $450,000 in $25,000 increments weekly, which was sufficient to meet operational needs and has been funded in full. During the year ended December 31, 2021, this note was amended to include an additional $1,000,000 in funding, payable over 90 business days commencing April 16, 2021, of which an amount of $600,000 has been received against the $1,000,000 funding as of December 31, 2021. Further prior to December 31, 2021, the Company has received an additional $1,108,000 in funding with respect to net proceeds of $1,008,000 from certain convertible notes and $100,000 in proceeds with respect to the sale of certain registered shares issued in consideration for put notices under an equity line entered into in fiscal 2021. The Company anticipates a need for a further $5,000,000 in fiscal 2022 to meet its upgraded infrastructure requirements and has filed two registration statements on Form S-1 to facilitate this requirement, one of which was deemed effective on September 24, 2021, and the other still pending notice of effect. The continuation of the Company as a going concern is dependent upon the ability to raise additional equity and/or debt financing and the attainment of profitable operations from the Company’s future business. If the Company is unable to obtain adequate capital as needed, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

F-35

GZ6G TECHNOLOGIES CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).

Consolidation

These consolidated financial statements include the accounts of GZ6G Technology Corp. and its 60% controlled subsidiary, Green Zebra Media Corp. (“GZMC’). as of December 31, 2021. All significant intercompany accounting transactions have been eliminated as a result of consolidation.

Use of Estimates

F-36

GZ6G TECHNOLOGIES CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Cash and Cash Equivalents

For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At December 31, 2021, the Company had $509,791 in excess of the FDIC insured limit, respectively.

Property and Equipment

Property and equipment are recorded at cost. Depreciation on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.

Research and Development Costs

Revenue Recognition

F-37

GZ6G TECHNOLOGIES CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Revenue Recognition (continued)

Stock-Based Compensation

We account for stock-based transactions in which the Company receives services from employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date in accordance with ASC 718 – Compensation-Stock Compensation. Stock-based compensation cost for stock options or warrants is estimated at the grant date based on each instrument’s fair value as calculated by the Black-Scholes option pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period for the award.

Debt Issue Costs

Original Issue Discount

Stock Settled Debt

In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of December 31, 2021, and 2020, the Company had recorded within Convertible Notes, net of discount, the amount of $8,320,525 and $164,104 for the value of the stock settled debt for certain convertible notes (see Note 6).

F-38

GZ6G TECHNOLOGIES CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Leases

Fair Value of Financial Instruments

FASB ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. FASB ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Income Taxes

The Company has adopted ASC Topic 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC Topic 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

F-39

GZ6G TECHNOLOGIES CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)

Basic and Diluted Net Income (Loss) Per Share

In accordance with ASC Topic 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, classes of shares with conversion features. The computation of basic loss per share for the years ended December 31, 2021 and December 31, 2020 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, and preferred shares, because their inclusion would be antidilutive. As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.

The table below reflects the potentially dilutive securities at each reporting period which have been excluded from the computation of diluted net loss per share:

	December 31, 2021		December 31, 2020
Convertible Notes		4,966,154		256,410
Stock purchase warrants		1,130,487		-
Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred)		50,000,000		50,000,000
Total		56,096,641		50,256,410

Recently Issued Accounting Pronouncements

In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein.

NOTE 3: PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:

	December 31, 2021			December 31, 2020
Office equipment	$	166,372		$	23,618
Leasehold improvements		31,919			-
Software		72,330			-
Total		270,621			23,618
Less: accumulated depreciation and amortization		(35,445	)		(15,016	)
Total property and equipment, net	$	235,176		$	8,602

Depreciation expense amounted to $20,429 and $1,948 for the years ended December 31, 2021 and 2020, respectively. During the year ended December 31, 2021, the Company reclassified certain assets in the amount of $4,990 into advertising expense.

F-40

GZ6G TECHNOLOGIES CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

NOTE 4: PREPAID EXPENSES

Prepaid expenses at December 31, 2021 and December 31, 2020 consist of the following:

	December 31, 2021		December 31, 2020
Reseller agreement	$	3,467	$	11,267
Other expenses		15,119		-
Total	$	18,586	$	11,267

On January 31, 2017, GZMC entered into a white label reseller agreement with Purple Wifi Limited, a company based in the UK that provides a hosted software solution as a Wifi hotspot platform for use on a company’s Wifi hardware and also provides customer analytics services and marketing opportunities along with ancillary support services. The reseller agreement had an initial term of three years and was subsequently amended to reflect a five (5) year term. Under the terms of the agreement GZMC was required to pay a fee of $52,000 of which a total of $6,450 was unpaid and is included in accounts payable as of December 31, 2021 and December 31, 2020. The total amount expended under the reseller agreement has been recorded as prepaid expenses on the Company’s Balance Sheets and is amortized over the term of the agreement on a five-year straight-line basis as part of general and administrative expense.

NOTE 5: OTHER CURRENT ASSETS

Other current assets consist of the following at December 31, 2021 and December 31, 2020:

	December 31, 2021		December 31, 2020
Security deposits	$	14,691	$	4,255
Other deposits and receivables		1,258		1,258
Total	$	15,949	$	5,513

NOTE 6: DEBT

Secured Revolving Convertible Promissory Note and Securities Purchase Agreement

On July 19, 2019, the Company entered into a Securities Purchase Agreement with Diamondrock LLC (“Diamond”) whereby Diamond has agreed to advance up to $750,000 to the Company by way of a Secured Revolving Convertible Promissory Note with an initial cumulative funding of $169,450 (less an original issue discount (“OID”) of 10% totaling $16,945) to be drawn down in tranches at the election of the Company. As of December 31, 2019, the Company had drawn down a total of $169,450 of which $16,945 represents the OID and $2,500 represents agreed debt issue costs, for total net proceeds to the Company of $150,005. The Company is required under the terms of the agreement to repay the draw downs in four equal installments, plus accrued interest of 5% per annum, with the initial installment commencing 90 days after the first draw down under the agreement.

Further, the Company was required to pay a commitment fee in the amount of $112,500 on signing of the agreement by way of the initial issuance of a total of 100,000 shares. Diamond may sell the commitment fee shares subject to applicable securities regulations and may request additional shares from the Company at a future date should the aggregate value of the shares when sold generate less than the agreed $112,500 commitment fee.

F-41

GZ6G TECHNOLOGIES CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

NOTE 6: DEBT (continued)

Secured Revolving Convertible Promissory Note and Securities Purchase Agreement (continued)

Under the terms of the convertible note, on or after maturity the note may converted to shares of common stock in whole or in part equal to 60% of the lowest of the Volume Weighted Average Price for each of the fifteen (15) days immediately preceding the date of the Notice of Conversion. The convertible note qualifies for derivative accounting and bifurcation under ASC 815, “Derivatives and Hedging.” The fair value of the $150,005 Notes was calculated using the Black-Scholes pricing model at $173,585, with the following assumptions: risk-free interest rate of 1.53% ~ 1.60%, expected life of 0.6 year, volatility of 175% ~ 292%, and expected dividend yield of zero. Because the fair value of the note exceeded the net proceeds from the $150,005, a charge was recorded to “Financing cost” for the excess of the fair value of the note.

The Company issued 100,000 shares on August 26, 2019 to satisfy the commitment fee. The Company valued issuance at the closing price of the Company’s Common Stock as traded on the OTCMarkets on the date of issuance, and consequently recorded stock-based compensation of $110,000.

On August 26, 2020, a Revolving Secured Convertible Promissory Note Assignment and Purchase Agreement (the “Purchase Agreement”) was entered into between Diamond and Ilya Aharon (the “Buyer”). Under this Agreement, the Buyer acquired the Secured Revolving Convertible Promissory Note (“Diamond Note”) from Diamond for cash consideration of $147,000. The Purchase Agreement assigned all obligations of the Company and the guarantor under the terms of the original Diamond Note to Buyer.

On September 5, 2020, the Board of Directors approved the issuance of a new Convertible Promissory Note (the “New Note”) to Buyer in the amount of $147,000 thereby terminating all obligations of the Company and guarantor under the Diamond Note. The note was unsecured and non-interest bearing.

Under the New Note the Company had the right to prepay all or any portion of the New Note at any time upon 30 days written notice to the debtholder, without penalty at the debtholder’s discretion. The debtholder has the right at any time with 3 days written notice to convert any part of the New Note into shares of the Company’s common stock at a conversion rate of a 40% discount to the lowest market price at the close of market during the 60 days immediately prior to the notice of conversion. The Company recorded $748,192 as liability on stock settled debt associated with this New Note and expensed $748,192 as amortization of debt discount in the year ended December 31, 2020.

On October 1, 2020, the Company received a Notice of Conversion in respect to the New Note and converted the full value of the debt ($147,000) into 3,500,001 shares.

Due to the variable conversion price associated with the Revolving Secured Convertible Promissory Note disclosed above, the Company has determined that the debt discount is a derivative liability for instruments which are convertible and have not yet been settled. The accounting treatment of derivative financial instruments requires that the Company record the fair value of the derivatives on the date they are deemed to be derivative liabilities. The initial embedded derivative liability of $173,585 was recorded as a derivative liability on the consolidated balance sheet and is remeasured to fair value at each balance sheet date with a resulting non-cash gain or loss related to the change in the fair value being charged to earnings (loss).

F-42

GZ6G TECHNOLOGIES CORP.

NOTES TO THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2021 AND 2020

NOTE 6: DEBT (continued)

Secured Revolving Convertible Promissory Note and Securities Purchase Agreement (continued)

The carrying value of the Diamond Note and the New Note is as follows:

	December 31, 2021		December 31, 2020
Principal issued	$	-	$	162,589
Repayment		-		(8,607	)
Accrued interest payable		-		4,270
Gain on extinguishment of note		-		(11,252	)
Settled with shares		-		(147,000	)
Amortization of debt discount		-		-
Total:	$	-	$	-

The interest expenses of these convertible notes are as follows:


	Year ended December 31,
	2021		2020
Interest expense on the convertible notes	$	-	$	5,462
Financing cost		-		-
Amortization of debt discount		-		804,005
Total:	$	-	$	809,467

The accrued interest payable is as follows:


Balance, December 31, 2019	$	201
Interest expense on the convertible notes		5,462
Payment to interest		(1,393	)
Debt Assignment and Purchase Agreement		(4,270	)
Balance, December 31, 2020	$	-

As a result of the application of ASC No. 815 in period ended December 31, 2020 and at the commitment date, the fair value of the debt discount associated with the convertible notes is summarized as follows:

GZ6G Technologies Corp. S-1/A