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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

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

For the quarterly period ended March 31, 2023

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

For the transition period from __________ to __________

000-51007

(Commission File Number)

GZ6G Technologies Corp.

(Exact name of registrant as specified in its charter)

Nevada		20-0452700
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1 Technology Drive, Bldg B, Suite no. B123 Irvine, CA		92618
(Address of principal executive offices)		(Zip Code)

(949) 872-1965

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act: None

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth 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. ☐

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

As of May 8, 2023, there were 133,956,722 shares of the registrant’s common stock outstanding.

GZ6G Technologies Corp.

TABLE OF CONTENTS

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	25

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	29

Item 4.	Controls and Procedures	29

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	31

Item 1A.	Risk Factors	31

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	31

Item 3.	Defaults Upon Senior Securities	31

Item 4.	Mine Safety Disclosures	31

Item 5.	Other Information	31

Item 6.	Exhibits	32

	SIGNATURES	33

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GZ6G TECHNOLOGIES CORP.

TABLE OF CONTENTS FOR UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

March 31, 2023

		Page
Condensed Consolidated Balance Sheets (Unaudited)		2

Condensed Consolidated Statements of Operations (Unaudited)		3

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

Condensed Consolidated Statements of Cash Flows (Unaudited)		5

Notes to the Unaudited Condensed Consolidated Financial Statements		6

GZ6G TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	March 31, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	332,541		$	507,152
Accounts receivable, net		14,353			59,845
Prepaid expenses		36,615			49,174
Other current assets		15,949			15,949
Total current assets		399,458			632,120

Property and equipment, net		170,863			187,661
Right of use assets		529,025			552,951
TOTAL ASSETS	$	1,099,346		$	1,372,732

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	678,867		$	565,857
Related party payables		472,488			417,151
Deferred revenue		173,230			172,000
Debt, current portion		3,767			3,767
Debt, related parties		1,440,825			1,440,825
Convertible notes, net of debt discount		1,493,514			6,847,121
Lease liability, current portion		93,549			91,604
Total current liabilities		4,356,240			9,538,325

Debt, net of current portion		44,000			44,000
Lease liability, net of current portion		458,129			482,290
Total liabilities		4,858,369			10,064,615

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 share issued and outstanding		-			-
Common stock, $0.001 par, 1,000,000,000 shares authorized, 128,401,166 and 70,837,511 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		128,401			70,837
Additional paid in capital		15,816,768			14,896,922
Accumulated deficit		(18,992,835	)		(22,963,551	)
Total GZ6G Technologies Corp stockholders’ deficit		(3,027,666	)		(7,975,792	)
Non-controlling interest		(731,357	)		(716,091	)
Total stockholders’ deficit		(3,759,023	)		(8,691,883	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,099,346		$	1,372,732

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

GZ6G TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)


	For the Three Months Ended March 31,
	2023			2022
NET REVENUES	$	70,547		$	3,000

OPERATING EXPENSES
Cost of revenue		39,277			1,088
Depreciation		29,278			46,478
General and administrative		714,979			532,187
General and administrative, related parties		120,000			120,000
Professional fees		76,190			22,800
Total operating expenses		979,724			722,553

Loss from operations		(909,177	)		(719,553	)

Other income (expense)
Interest expense		(771,401	)		(2,264,770	)
Gain on debt extinguishment		5,636,028			-
PPP loan forgiveness		-			46,091
Total other income (expense)		4,864,627			(2,218,679	)

Net income (loss)	$	3,955,450		$	(2,938,232	)
Less: net income (loss) attributable to non-controlling interest		(15,266	)		(599	)
Net income (loss) attributable to GZ6G Technologies Corp.	$	3,970,716		$	(2,937,633	)

Net income (loss) per common share
Basic	$	0.04		$	(0.12	)
Diluted	$	0.00		$	(0.12	)

Weighted average shares
Basic		100,813,294			25,185,033
Diluted		1,798,609,474			25,185,033

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

GZ6G TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

For the Three Months Ended March 31, 2023 and 2022

(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, 2022		5,000,000	$	20,000		1	$	-		70,837,511	$	70,837	$	14,896,922	$	(22,963,551	)	$	(716,091	)	$	(8,691,883	)

Discount on debt, convertible notes issued		-		-		-		-		-		-		418,502		-			-			418,502
Convertible note proceeds allocated to warrants		-		-		-		-		-		-		64,319		-			-			64,319
Warrants issued as financing cost		-		-		-		-		-		-		3,419		-			-			3,419
Issuance of common stock for debt conversion		-		-		-		-		57,563,655		57,564		433,606		-			-			491,170
Net income (loss) during the period		-		-		-		-		-		-		-		3,970,716			(15,266	)		3,955,450
Balance, March 31, 2023		5,000,000	$	20,000		1	$	-		128,401,166	$	128,401	$	15,816,768	$	(18,992,835	)	$	(731,357	)	$	(3,759,023	)


	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	$	(19,060,164	)	$	(660,489	)	$	(8,838,767	)

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

GZ6G TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)


	For the Three Months Ended March 31,
	2023			2022
Cash flows from operating activities:
Net income (loss)	$	3,955,450		$	(2,938,232	)
Adjustments to reconcile net loss to net cash used in operating activities:
PPP loan forgiveness		-			(46,091	)
Gain on note conversions		(5,636,028	)
Amortization of debt discount and issuance cost		539,376			2,178,671
Common stock issued as financing cost		-			22,400
Warrants issued as financing cost		3,419			-
Depreciation		29,278			46,478
Amortization of right of use assets		1,709			5,284
Changes in operating assets and liabilities:
Decrease in accounts receivable		45,492			-
(Increase) decrease in prepaid expenses		12,559			(10,093	)
Increase in accounts payable and accrued expenses		267,502			69,893
Increase in related party payables		55,337			41,434
Increase (decrease) in customer deposits		1,230			(28,000	)
Net cash used in operating activities		(724,676	)		(658,256	)

Cash Flows from Investing Activities:
Proceeds from credit of leaseholder improvement		-			30,000
Purchase of equipment		(12,480	)		(54,114	)
Net cash used in investing activities		(12,480	)		(24,114	)

Cash flows from financing activities:
Refund of repayment to PPP loan		-			5,702
Repayments of convertible notes		(64,855	)		-
Proceeds from convertible notes		627,400			50,000
Net cash provided by financing activities		562,545			55,702

Net decrease in cash		(174,611	)		(626,668	)
Cash-beginning of period		507,152			759,791
Cash-end of period	$	332,541		$	133,123

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

NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-settled debt liability	$	-		$	360,258
Shares issued under notices of conversion, principal	$	735,709		$	-
Shares issued under notices of conversion, accrued interest payable	$	135,913		$	-
Shares issued under notices of conversion, accounts payable	$	20,148		$	-
Shares issued under notices of conversion, stock-settled debt liability	$	5,238,438		$	-
Debt discount related to convertible notes and warrants	$	482,821		$	-
Accrued interest payable	$	14,011		$	-

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

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(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. As of March 31, 2023, the Company had a working capital deficit of $3.96 million with approximately $0.3 million of cash on hand and an accumulated deficit of $19 million. During the three months ended March 31, 2023 the Company received net cash proceeds of $627,400 by way of a series of convertible promissory notes. The Company anticipates a need for up to a further $5 million 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 agreements, the Company is in the process of filing a follow-on registration statement on Form S-1 to facilitate additional funding up to a maximum of $10,000,000. 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.

COVID-19 Pandemic and other factors

While the COVID-19 pandemic has subsided and the global economy is focused on recovery, the impact of COVID-19 could continue to have an adverse impact on the Company going forward. COVID-19 caused significant disruptions to the global financial markets, which may continue to impact the Company’s ability to raise additional capital and to pursue implementation of its planned smart city and related smart venue projects. Additional factors which may impact the Company’s ongoing operations include inflation, potential supply chain issues as a result of the aforementioned recovery from the COVID-19 pandemic, the recent war in the Ukraine, climate change and others. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of a variety of factors including the potential for reduced consumer spending and attendance at locations that use our services. The Company is unable to predict the ongoing impact of these factors on the Company’s consolidated financial operations. There are no assurances that the Company will be able to meet its obligations, raise funds or conclude the acquisition of identified businesses.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited 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 GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the three months ended March 31, 2023 are not necessarily indicative of the results to be expected for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s 2022 Form 10-K as filed with the Securities and Exchange Commission on April 17, 2023.

Consolidation

These unaudited condensed consolidated financial statements include the accounts of GZ6G Technology Corp. and its 60% controlled subsidiary, Green Zebra Media Corp. (“GZMC’), as of March 31, 2023 and December 31, 2022. 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.

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 March 31, 2023 and December 31, 2022, the Company had $74,600 and $249,500 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

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.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

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 service and sponsorship agreements, digital marketing and the sale of WiFi and communication solutions to customers across the United States. 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.

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

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.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

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

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 March 31, 2023 and December 31, 2022, the Company had recorded within Convertible Notes, net of discount, the amount of $56,635 and $5,324,016, respectively, for the value of the stock settled debt with respect to certain convertible notes (see Note 5).

Leases

The Company follows ASC 842 Leases, which requires recognition of most leases on the balance sheet, 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.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

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.

The computation of diluted loss per share for the three months ended March 31, 2022 excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, and preferred shares, because their inclusion would be antidilutive.

The table below reflects the potentially dilutive securities that have not been included in the computation of diluted net loss per share:

	March 31, 2023		March 31, 2022
Convertible Notes		806,072,163		5,222,570
Stock purchase warrants		841,724,017		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		1,697,796,180		56,353,057

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:

	March 31, 2023			December 31, 2022
Office equipment	$	192,647		$	192,647
Leasehold improvements		12,813			12,813
Software		155,550			143,070
Total		361,010			348,530
Less: accumulated depreciation and amortization		(190,147	)		(160,869	)
Total property and equipment, net	$	170,863		$	187,661

Depreciation expense amounted to $29,278 and $46,478 for the three months ended March 31, 2023, and 2022, respectively.

NOTE 4: OTHER CURRENT ASSETS

Other current assets consist of the following at March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Security deposits	$	14,691	$	14,691
Other deposits and receivables		1,258		1,258
Total	$	15,949	$	15,949

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

NOTE 5: 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.

During the 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 year ended December 31, 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.

On February 28, 2023, the Company issued 3,135,146 shares of common stock to the lender in consideration for principal of $500,000 in loans and unpaid interest $111,353 provided under the terms of the Treaty Agreement at $0.195 per share. The loan was settled in full.

The carrying value of funding tranches is as follows:

	March 31, 2023		December 31, 2022
Principal	$	-	$	500,000
Stock-settled liability		-		5,171,803
Total		-		5,671,803
Unamortized debt discount		-		(20,726	)
Debt carrying value	$	-	$	5,651,077

The interest expenses for the funding tranches are as follows:


	Three Months Ended
	March 31,
	2023		2022
Interest expense on notes	$	6,465	$	15,551
Amortization of debt discount		20,726		2,119,741
Total:	$	27,191	$	2,135,292

The accrued interest payable is as follows:


Balance, December 31, 2021	$	50,981
Interest expense on the convertible notes		53,907
Balance, December 31, 2022		104,888
Interest expense on the convertible notes		6,465
Converted to shares		(111,353	)
Balance, March 31, 2023	$	-

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

Gain related to extinguishment during the three months ended March 31, 2023:

	Three Months ended March 31, 2023
Debt principal	$	500,000
Stock-settled liability		5,171,803
Interest payable		111,353
Total		5,783,156
Issuance of 3,135,146 shares of common stock		(19,751	)
Gain on extinguishment of debt upon conversion	$	5,763,405

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 debt discount of $616,027 is being amortized over the life of the Note for a total debt discount of $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 $0.03 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.

On November 3, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $160,000 for 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 fixed at $0.02 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 2,400,000 common shares at $0.10 per share for a term of five (5) years.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

On November 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 $293,000 for the purchase price of $263,700. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $0.02 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 5,860,000 common shares at $0.10 per share for a term of five (5) years.

On December 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 $293,000 for the purchase price of $263,700. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $0.015 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 5,860,000 common shares at $0.10 per share for a term of five (5) years.

In accordance with ASC 470 – Debt, the proceeds in the year ended December 31, 2022, of $1,554,300 were allocated based on the relative fair values of the convertible notes and the warrants of $948,158 and $606,142, respectively. The Warrant was valued at $606,142 and was recorded as a debt discount which is being amortized over the life of the Note. In addition, the Note had a debt discount in the amount of $792,824 which was recorded as a debt discount which is being amortized over the life of the Note for a total debt discount of $1,571,666.

On January 23, 2023, the Company 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 $0.0035 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. Concurrently the Company issued Mast Hill a stock purchase warrant for the purchase of 11,720,000 shares of common stock at an exercise price of $0.05 per share for a term of five years.

On March 16, 2023, the Company 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 $0.0035 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. Concurrently the Company issued Mast Hill a stock purchase warrant for the purchase of 11,720,000 shares of common stock at an exercise price of $0.05 per share for a term of five years.

In accordance with ASC 470 – Debt, the proceeds in the three months ended March 31, 2023, of $527,400 was allocated based on the relative fair values of the convertible notes and the warrants of $462,681 and $64,319, respectively. The Warrant was valued at $64,319 and was recorded as a debt discount which is being amortized over the life of the Note. In addition, the Note had a debt discount in the amount of $418,502 which was recorded as a debt discount which is being amortized over the life of the Note for a total debt discount of $541,421.

During the year ended December 31, 2022, the Company paid $281,000 in cash to settle a portion of the outstanding principal and $31,781 in cash to settle interest payable related to the December 16, 2021, convertible note.

During the year ended December 31, 2022, the Company issued an accumulated 21,990,255 shares of common stock pursuant to Notice of Conversion from lenders to settle certain portion of principal together with accrued interest payable and fees.

During the three months ended March 31, 2023, the Company issued an accumulated 26,500,000 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:

	March 31, 2023			December 31, 2022
Principal	$	2,741,149		$	2,847,000
Shares issued under conversion		(111,960	)		(410,851	)
Repaid to principal		-			(281,000	)
Total		2,629,190			2,155,149
Unamortized debt discount		(1,352,939	)		(1,280,068	)
Debt carrying value	$	1,276,251		$	875,081

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

The interest expenses related to the tranches are as follows:


	Three Months Ended
	March 31,
	2023		2022
Interest expense on notes	$	69,836	$	33,140
Amortization of debt discount		468,550		58,930
Total:	$	538,386	$	92,070

The accrued interest payable is as follows:

Balance, December 31, 2021	$	13,340
Interest expense on the convertible notes		178,374
Shares issued under conversion		(124,742	)
Repaid in cash		(31,781	)
Balance, December 31, 2022		35,291
Interest expense on the convertible notes		69,836
Shares issued under conversion		(11,030	)
Balance, March 31, 2023	$	94,097

Loss related to extinguishment during the three months ended March 31, 2023:



Debt principal	$	111,960
Accrued interest payable		11,030
Transfer agent fee		20,148
Total		143,138
Issuance of 26,500,000 shares of common stock		(151,762	)
(Loss) on extinguishment of debt upon conversion	$	(8,624	)

During the three months ended March 31, 2023, the Company issued shares in respect to a Put notice (Note 10(5)) with a strike price of $0.0035 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.

Convertible Promissory Note

During the year ended December 31 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 $321,500 for the purchase price of $306,250. 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 Company recorded $172,982 as the liability on stock settled debt associated with these convertible promissory notes which amount is amortized over the terms of the notes. During the year ended December 31, 2022, the Company issued an accumulated 8,452,680 shares of common stock pursuant to Notice of Conversion from lenders to settle certain portion of principal. During the three months ended March 31, 2023, the Company issued an accumulated 27,928,509 shares of common stock pursuant to Notice of Conversion from lenders to settle certain portion of principal and unpaid interest.

During the year ended December 31, 2022, the Company entered into a Convertible Promissory Notes with an investor in which the investor agreed to lend the Company the accumulated principal amount of $54,000 for the purchase price of $50,000. 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 Company recorded $33,077 as the liability on stock settled debt associated with these convertible promissory notes which amount is amortized over the terms of the notes.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

On March 8, 2023 the Company into a Promissory Note with 1800 Diagonal Lending LLC for the Principal Amount of $116,760 and an Actual Amount of Purchase Price of $104,250. The total disbursement to GZ6G was $100,000, with a term of twelve months and an interest rate of 12%. The note requires 10 monthly payments of $13,077 commencing April 30, 2023. In the event of default the holder shall have the right to convert interest and principal into shares of common stock based on a conversion price of 75% of the lowest trading price of the Company’s common stock in the preceding 10 days. Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.

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

	March 31, 2023			December 31, 2022
Principal	$	214,510		$	275,250
Accrued interest payable		14,011			-
Stock-settled liability		56,635			152,213
Total		285,156			427,463
Unamortized debt discount		(67,893	)		(106,500	)
Debt carrying value	$	217,263		$	320,963

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


	Three Months Ended
	March 31,
	2023		2022
Interest expense on note	$	4,327	$	-
Amortization of accrued interest		1,440
Amortization of debt discount		50,100		-
Total:	$	55,867	$	-

The accrued interest payable is as follows:


Balance, December 31, 2021	$	-
Interest expense on the convertible note		16,077
Balance, December 31, 2022	$	16,077
Interest expense on the convertible note		4,327
Cash payment		(2,710	)
Shares issued under conversion		(13,529	)
Balance, March 31, 2023	$	4,165

Loss related to extinguishment during the three months ended March 31, 2023:


Debt principal	$	177,500
Stock-settled debt		95,578
Accrued interest payable		16,238
Total		289,316

Issuance of 27,928,509 shares of common stock		(319,657	)
Cash paid		(70,574	)
Unamortized debt discount		(17,838	)
Total		(408,069	)

(Loss) on extinguishment of debt upon conversion	$	(118,753	)

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

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.

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


	Three Months Ended
	March 31,
	2023		2022
Interest expense on notes	$	406	$	406

The accrued interest payable is as follows:

Balance, December 31, 2021	$	2,672
Addition: Interest expense		1,650
Balance, December 31, 2022		4,322
Addition: Interest expense		406
Balance, March 31, 2023	$	4,728

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 March 31, 2023, and December 31, 2022, there was an outstanding amount of $3,768 due and payable on the loan, and the loan was in default.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

NOTE 6: 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 March 31, 2023 and December 31, 2022:

	March 31, 2023		December 31, 2022
Customer receivables ⁽¹⁾	$	-	$	-
Contract liabilities (Customer deposits) ^{(1), (2), (a), (b), (c), (d)}	$	173,230	$	172,000

(1)

The Company has deposits of $173,230 and $172,000, respectively as at March 31, 2023 and December 31, 2022, 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 ended March 31, 2023 and 2022, the Company recorded $3,000 and $3,000, respectively as income relative to the above contracts and returned $0 and $25,000, respectively 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 months ended March 31, 2023 and 2022 , we have recognized $3,000 and $3,000, respectively in revenue from customer deposits on hand. 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.

(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.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

(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 December 31, 2021, the Company had received partial payments of $130,000 against the initial deposit required, of which a total of $25,000 was returned during the year ended December 31, 2022 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 $3,000 and $3,000, respectively, was recorded as income during the three months ended March 31, 2023 and 2022, with the remaining $39,000 included in deferred income in relation to future service obligations under the contract which will be earned over the term of the service contract.

(d) During the three months ended March 31, 2023 the Company received a deposit from a customer in the amount of $4,230 in respect to services to be provided in future periods.

NOTE 7: 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 March 31, 2023 and 2022. The amount is reflected on the balance sheet in related party payables.

Coleman Smith and ELOC Holdings Corp.

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 at 5% per annum for all amounts payable to each of ELOC and Smith, with a principal amount of $1,217,579 payable to ELOC, due on demand.

During the fiscal year ended December 31, 2021, the Company paid a total of $151,854 to ELOC to reduce the principal balance on the loan.

During the year ended December 31, 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.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

During the year ended December 31, 2022, the Company’s CEO, William Coleman Smith entered into Promissory Notes with the Company for a total of $250,000 due and payable in demand with bearing interest at 1%. During the year ended December 31, 2022, the Company’s CEO, William Coleman Smith entered into Promissory Notes with the Company for a total of $200,100 due and payable on demand with bearing interest at 12%.

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

Balance at December 31, 2021, Debt, related party.	$	1,065,725
Shares issued to settle debt		(75,000	)
Promissory Notes for funding provided		450,100
Balance at December 31, 2022, Debt, related party.	$	1,440,825
Balance at March 31, 2023, Debt, related party.	$	1,440,825

The interest expenses related to above loans are as follows:


	Three Months Ended
	March 31,
	2023		2022
Interest expense on notes	$	18,752	$	13,138

During the three month period ended March 31, 2023 and 2022, the Company accrued $30,000 in management fees to ELOC and paid management fees to Coleman Smith of $90,000.

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

	March 31, 2023		December 31, 2022
Coleman Smith, President	$	73,841	$	67,256
Interest payable		128,537		109,785
ELOC Holdings Corp.		270,000		240,000
Terrence Flowers		110		110
	$	472,488	$	417,151

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.

Stock Awards issued to independent directors

On September 1, 2022, the Company issued 100,000 shares of restricted common stock for directors’ services provided by each of Mr. Procniak and Mr. Hale, independent directors, with a fair value of $2,410, respectively.

NOTE 8: OPERATING LEASE

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. As a result of the adoption ASU No. 2016-02 – Topic 842 Leases, the Company recognized a lease liability and right-to-use asset of approximately $645,440, which represented the present value of the remaining minimum lease payments using an estimated incremental borrowing rate of 6.75% on January 1, 2022.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

Future minimum lease payments in respect of the above leases as of March 31, 2023 as presented in accordance with ASC 842 were as follows:


2023		95,780
2024		133,014
2025		138,472
2026		143,931
2027		136,527
Total future minimum lease payments		647,724
Less: imputed interest		(96,046	)
Total		551,678
Current portion of operating lease		93,549
Long term portion of operating lease	$	458,129

NOTE 9: 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:

Schedule of default judgement


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 March 31, 2023 and December 31, 2022, 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 approximately $3,400 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp. Green Zebra uses this space for its operations. 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 continues to recognize rent expense on a straight-line basis. The lease was renewed for two further 1-year terms expiring on October 9, 2022. Upon expiry of the lease the Company continues to use the space on a month-to-month basis at a rate of $3,620 per month plus utilities.

(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 2023 based on acquiring the various bonds and licenses as may be required and the official commencement of venue services.

(4)

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. The Company issued an accumulated 4,747,662 shares of common stock under this agreement for net proceeds of $151,104 in the year ended December 31, 2022. The Company is in the process of filing a follow-on registration statement on Form S-1 to facilitate additional funding under this agreement.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

(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. The agreement terminated on April 7, 2023.

(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. As of March 31, 2023, the Company has not yet remitted the first semi-annual installment of $187,500 under the terms of the contract.

(8)

During the year ended December 31, 2022, the Company entered into a Sponsorship & Services Agreement (Agreement), as amended, with the Kansas City Royals Baseball club (the “Royals”) whereunder the Royals granted sponsorship benefits to the Company for a term running from December 1, 2022 until the date of the last MLB game in 2027, unless terminated earlier. The Agreement calls for annual escalating payments by the Company to the Royals during the fiscal years 2023 through 2027 of $400,000, $420,000, $441,000, $463,000 and $486,202, payable in four equal installments during fiscal 2023 and three equal installments during fiscal 2024 through 2027. In consideration for the fees paid the Company will have sponsorship rights, within the venue, across IPTV (internet protocol television) and fans’ mobile devices during live games and other events. Further the Company will be reimbursed for costs related to equipment and installation services required under the contract. During the three-month period ended March 31, 2023 the Company invoiced and was paid $50,000 in relation to equipment and installation services. During the three months ended March 31, 2023, $100,000 was expensed as marketing costs in respect to the quarterly fee installments payable to the Royals in 2023.

NOTE 10: CAPITAL STOCK

The Company has authorized 1,000,000,000 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

Shares of common stock issued during the three months ended March 31, 2023:

The Company issued an accumulated 57,563,655 shares of common stock pursuant to Notices of Conversion from lenders to settle principal of $735,709 and accrued interest payable of $135,912 for a fair value of $471,022 plus fees with a fair value of $20,148.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

Shares of common stock issued during the three months ended March 31, 2022:

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 $22,399 as financing cost.

As of March 31, 2023, and December 31, 2022, there were 128,401,166 and 70,837,511 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 March 31, 2023 and December 31, 2022, 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 March 31, 2023 and December 31, 2022, there is 1 share of Series B Preferred stock issued and outstanding.

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 $360,967 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.

In November and December 2022, the Company issued a total of 14,120,000 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 $192,473 using the Black-Scholes pricing model.

During the year ended December 31, 2022, the Company issued a total of 497,317 warrants to J.H. Darbie under various warrants agreements as a Finder’s Fee for introducing the Company to MHFLP. The fair value of the warrants granted was estimated at $68,356 using the Black-Scholes pricing model.

During the year ended December 31, 2022, the Company issued a total of 560,000 warrants to Mast Hill as financing cost. The fair value of the warrants granted was estimated at $639,620 using the Black-Scholes pricing model.

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

During the year ended December 31, 2022, 907,247 shares of common stock were issued from the exercise of 1,120,000 cashless warrants. 560,000 shares of common stock issued at $0.095985 per share pursuant to the exercise of a share purchase warrant.

In March 2023, the Company issued a total of 23,440,000 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 $64,319 using the Black-Scholes pricing model.

In March 2023, the Company issued a total of 527,400 warrants to J.H. Darbie under various warrants agreements as a Finder’s Fee for introducing the Company to MHFLP. The fair value of the warrants granted was estimated at $3,419 using the Black-Scholes pricing model.

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 year ended December 31, 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. During the three months ended March 31, 2023, as a result of additional share issuances below the original exercise price of certain warrants, the warrant exercise price was downward adjusted to $0.0035 per share.

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		262~297%
Risk-free interest rate		0.83~4.36%
Expected life (years)		3.00~5.00
Stock Price		$0.005~$2.80
Exercise Price		$0.05 ~ $1.00

The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at March 31, 2023 and December 31, 2022:

Exercise Price		December 31, 2022		Issued		Repricing		Exercised		March 31, 2023		Expiration Date
$	0.020025		10,487				0.0035				10,487	November 2026
$	0.020025		365,000				0.0035				365,000	April 2027
$	0.020025		16,417				0.0035				16,417	April 2027
$	0.020025		1,466,667				0.0035				1,466,667	May 2025
$	0.020025		66,000				0.0035				66,000	May 2027
$	0.020025		3,520,000				0.0035				3,520,000	September 2027
$	0.020025		79,200				0.0035				79,200	September 2027
$	0.020025		8,260,000				0.0035				8,260,000	November 2027
$	0.020025		203,850				0.0035				203,850	November 2027
$	0.020025		5,860,000				0.0035				5,860,000	December 2027
$	0.020025		131,850				0.0035				131,850	December 31, 2022
$	0.05				11,720,000		0.0035				11,720,000	January 23, 2028
$	0.06				263,700		0.0035				263,700	January 23, 2028
$	0.05				11,720,000		0.0035				11,720,000	March 16, 2028
$	0.06				263,700		0.0035				263,700	March 16, 2028
			19,979,471		23,967,400				-		43,946,871

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2023 and 2022

(Unaudited)

A summary of the warrant activity for the three months ended March 31, 2023 is as follows:

			Weighted- Average Exercise		Weighted- Average Remaining Contractual		Aggregate Intrinsic
	Shares		Price		Term		Value
Outstanding at December 31, 2022		19,979,471	$	0.020025		4.68	$	-
Grants		23,967,400		0.0502		5		-
Exercised		-		-		-		-
Expired		-		-		-		-
Outstanding at March 31, 2023		43,946,871	$	0.0035		4.69	$	-

Exercisable at March 31, 2023		43,946,871	$	0.0035		4.69	$	-

NOTE 11: SUBSEQUENT EVENTS

On April 27, 2023 the Company issued 5,555,556 shares of common stock to a lender upon receipt of a notice of conversion at $0.0027 per share to settle $15,000 of principal debt outstanding.

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.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains predictions, estimates and other forward-looking statements relating to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors including the risks set forth in the section entitled “Risk Factors” in our Post-Effective Amendment to our Registration Statement on Form S-1/A Amendment No. 4, as filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2022, and the following 424B filings made by the Company on June 9, 2022, that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements

Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Report. You should read this Report with the understanding that our actual future results may be materially different from what we expect.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

The management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the three months ended March 31, 2023, and the notes thereto appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended December 31, 2022, as filed with the SEC on Form 10-K on April 17, 2023.

William Coleman Smith as the holder of the Company’s issued and outstanding shares of the Company’s Special 2018 Series B Preferred Stock, controls 51% of the voting rights of the Company and is able to influence the outcome of all corporate actions requiring approval of our stockholders. Mr. Smith also holds a total of 17,500,000 shares of common stock and 5,000,000 shares of Series A Preferred Stock convertible into 50,000,000 shares of common stock (which is 100% of the Series A stock issued and outstanding) giving Mr. Smith voting control over the Company.

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 March 31, 2023 and 2022

Revenue

We generated a total of $70,547 and $3,000 in revenue for the three months ended March 31, 2023 and 2022, respectively. The increase in revenues in the three months ended March 31, 2023 is directly related to agree instalment invoices with respect to a long term contracts entered into during the year ended December 31, 2022 under which the Company provides hardware installation services, professional design services and future monthly services with revenue sharing on certain sponsorship components.

Net Income (Loss)

Three Months ended March 31, 2023 and 2022

	Three Months Ended
	March 31
	2023			2022
NET REVENUES	$	70,547		$	3,000

OPERATING EXPENSES
Cost of revenue		39,277			1,088
Depreciation		29,278			46,478
General and administrative		714,979			532,187
General and administrative, related parties		120,000			120,000
Professional fees		76,190			22,800
Total operating expenses		979,724			722,553

(Loss) from operations		(909,177	)		(719,553	)

Other income (expense)
Gain on extinguishment of debt		5,636,028			-
Interest expense		(771,401	)		(2,264,770	)
PPP loan forgiveness		-			46,091
Total other income (expense)		4,864,627			(2,218,679	)

Net income (loss)	$	3,955,450		$	(2,938,232	)

Less: net income (loss) attributable to Non-controlling interest		(15,266	)		(599
Net income (loss) attributable to GZ6G Technologies Corp.	$	3,970,716		$	(2,937,633	)

Total operating expenses for the three months ended March 31, 2023, were $979,724 as compared to $722,553 for the three months ended March 31, 2022. During the three months ended March 31, 2023 and 2022, we reported costs of revenue of $39,277 and $1,088, respectively. The Company incurred $714,979 and $532,187 in general and administrative expenses in the three months ended March 31, 2023 and 2022, respectively and general and administrative costs from related parties of $120,000 for each three months period, respectively. General and administrative expenses incurred from related parties include management fees charged by our CEO, William Coleman Smith, and a company controlled by him. 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 an increase in marketing and promotional expense from $11,240 (2022) to $262,924 in the current three months ended March 31, 2023 as a result of the contracts with the Texas Rangers and Kansas City Royals. The Company incurred $293,364 in payroll expenses for the three months ended March 31, 2023 as compared to $391,712 for the period ended March 31, 2022. Transfer agent and filing fees increased substantially from $10,411 for the three months ended March 31, 2022 to $70,957 for the three months ended March 31, 2023 as the company undertook financing activities requiring additional services. Software expenses were $15,504 and $11,846, respectively, for the three months ended March 31, 2023 and 2022. Rent expense increased slightly from $42,103 for the period ended March 31, 2022 to $47,546 for the three months ended March 31, 2023. Professional fees in the three months ended March 31, 2022, totaled $22,800 as compared to $76,190 in the three months ended March 31, 2023, mainly due to additional costs as the Company incurred additional fees due to expenses associated with the filing of a registration statement and ongoing offering costs. Depreciation decreased to $29,278 in the three months ended March 31, 2023 from $46,478 during the three months ended March 31, 2022.

Other income (expense)

Other expense reported for three months ended March 31, 2022 totaled $2,218,679 as compared to other income in the current three months ended March 31, 2023 of $4,864,627. During the three months ended March 31, 2022, the Company reported other expenses of $2,264,770 attributable to interest expenses as a result of the debt discount applied to certain convertible promissory notes offset by the amount of $46,091 related to the forgiveness of a PPP loan. During the three months ended March 31, 2023, the Company reported interest expense of 771,401, including the amortization of debt of $539,376 offset by a gain on the conversion of certain debt instruments to common stock of $5,636,028.

We recorded a net loss attributable to the Company of $2,937,633 for the three months ended March 31, 2022 as compared to net income of $3,970,716 for the three months ended March 31, 2023.

Statement of Cash Flows

March 31, 2023 and 2022

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

	March 31, 2023			March 31, 2022
Net cash used in operating activities	$	(724,676	)	$	(658,256	)
Net cash used in investing activities		(12,480	)		(24,114	)
Net cash provided by financing activities		562,545			55,702
Increase (decrease) in cash		(174,611	)		(626,668
Cash end of period	$	332,541		$	133,123

Cash Used in Operating Activities

Net Cash used in operating activities for the three months ended March 31, 2023, was $724,676 as compared to $658,256 of cash used by operating activities for the three months ended March 31, 2022.

Cash used in operating activities for the period ended March 31, 2023 relates to net income of $3,955,450, offset by a gain upon the conversion of certain notes payable of $5,636,028, and increased by amortization of debt discount of $539,376, depreciation of $29,278, warrants issued as financing costs of $3,419 and amortization of right of use assets of $1,709. Changes in operating activities in the three months ended March 31, 2023 included a decrease in prepaid expenses of $12,559, a decrease in accounts receivable of $45,492, an increase in customer deposits of $1,230, an increase to accounts payable of $267,502, and an increase in related party payables of $55,337. Cash used in operating activities for the three months ended March 31, 2022 was the result of our net loss of $2,938,232, offset by non-cash items including amortization of debt discount and issuance costs of $2,178,671, financing costs of $22,400, depreciation of $46,478, and amortization of right of use assets of $5,284, and increased by PPP loan forgiveness of $46,091. Changes in operating activities for the period ended March 31, 2022 included an increase in prepaid expenses of $10,093, an increase in accounts payable of $69,893, an increase in related party payables of $41,434 and a decrease in customer deposits of $28,000.

Cash Used In Investing Activities

Cash used by investing activities for the three months ended March 31, 2023 was related to equipment purchases of $12,480.

Cash used by investing activities for the three months ended March 31, 2022 was $24,114 and was related to equipment purchases of $54,114 offset by proceeds from a credit related to leasehold improvements of $30,000.

Cash Provided by Financing Activities

During the three months ended March 31, 2023, financing activities provided net cash of $562,545, which was comprised of proceeds from convertible notes of $627,400 offset by cash repayments to convertible notes in the period of $64,855.

During the three months ended March 31, 2022, financing activities provided net cash of $55,702, which was comprised of proceeds from convertible notes of $50,000 and a refund of related to a PPP loan which was forgiven during the period of $5,702.

Liquidity and Capital Resources

The Company has been in the start-up phase and has generated limited revenues from its operations, and while we have various contracts in place for future development, there is no assurance of future revenues. As of March 31, 2023 and December 31, 2022, the Company had a working capital deficit of $3,956,782 and $8,906,205, respectively, with approximately $333,000 of cash on hand and an accumulated deficit of $18,992,835. While the Company received proceeds of approximately $627,400 in the three months ended March 31, 2023 from certain convertible notes, the Company is still not able to meet its operational overhead. The Company anticipates a need for up to a further $5,000,000 in fiscal 2023 to meet its upgraded infrastructure requirements and has filed a registration statement on Form S-1 to facilitate this requirement. The issuance of additional securities may continue to result in significant dilution in the equity interests of our current stockholders. Obtaining loans, assuming these loans would be available, will increase our liabilities and future cash commitments. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms.

COVID-19 Pandemic and other factors

Going Concern

These 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. The Company anticipates a need for up to a further $5 million 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 agreements, the Company is in the process of filing a follow-on registration statement on Form S-1 to facilitate additional funding up to a maximum of $10,000,000. We raised net proceeds of $627,400 during the first quarter of fiscal 2023 through certain convertible loans to assist with ongoing operational costs. 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.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.

Critical Accounting Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe are reasonable under the circumstances. Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of operations and cash flows will be affected. See Note 2 – Summary of Significant Accounting Policies.

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The estimates used for, but not limited to, the collectability of accounts receivable and fair value of financial instruments could be impacted. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our estimates and assumptions or materially affected the carrying value of our assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

Estimates

Stock-Based Compensation

We use the fair value method to account for Stock-based compensation cost for stock options or warrants, 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

Recent Accounting Pronouncements

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of March 31, 2023 we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Management’s Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.

The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at March 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of March 31, 2023, our internal control over financial reporting was not effective.

Our internal controls are not effective for the following reasons: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only one person who is the Company’s principal executive officer and principal financial officer and, (ii) the Company has just recently formed an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

In order to mitigate the foregoing material weaknesses, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

We would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will continue to reassess this matter to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.

Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

Changes in Internal Control Over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

During the year ended December 31, 2021, the Company became aware of the judgement and, 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 funds were subsequently released to Plaintiff. A further $2,420 has been paid to the Plaintiff during the fiscal year ended December 31, 2021. The Company and the Plaintiff are currently in discussions regarding the balance of the claimed amount. At the date of this report there is a total of $54,738 due and payable.

Other than as set out above, we know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On April 27, 2023, the Company issued 5,555,556 shares of common stock to a lender upon receipt of a notice of conversion at $0.0027 per share to settle $15,000 of principal debt outstanding.

Other than set out above, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None

ITEM 6. EXHIBITS

Exhibit Number		Exhibit
31*		Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32*		Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
101.INS*		XBRL INSTANCE DOCUMENT
101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*	Filed herewith

SIGNATURES

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

	GZ6G Technologies Corp.

Date: May 15, 2023	By:	/s/ William Coleman Smith
		William Coleman Smith
		Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

GZ6G Technologies Corp. 10-Q