Post-effective Amendment to Registration Statement (pos Am)

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POST EFFECTIVE AMENDMENT NO. 1 TO THE FORM S-1

As filed with the Securities and Exchange Commission on May 17, 2021, as amended

(File No. 333-256224)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST EFFECTIVE AMENDMENT NO. 1 TO FORM

S-1 REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

GZ6G TECHNOLOGIES CORP

(Exact name of registrant as specified in its charter)

Nevada		7375		20-0452700
(State or other jurisdiction of incorporation or organization)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification Number)

GZ6G Technologies Corp.

1 Technology Drive, Bldg B, Suite No. B123

Irvine, CA 92618

[phone]

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

including area code, of registrants’ principal executive offices)

Registered Agents, Inc.

401 Ryland Street, Suite 200-A

Reno, Nevada 89502

[phone]

(Address, including zip code, and telephone number, including area code, of agent for service)

Copy to:

Sharon Mitchell

SD Mitchell & Associates, PLC

829 Harcourt Rd.

Grosse Pointe Park, MI 48230

[phone]

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

including area code, of agent of service)

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

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

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

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

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

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

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

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

This Registration Statement shall become effective upon filing with the Securities and Exchange Commission in accordance with Rule 462(d) under the Securities Act.

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EXPLANATORY NOTE

This Post-Effective Amendment No. 1 relates to the Registrant’s Registration Statement on Form S-1 (the “Registration Statement”), as amended (File No. 333-256224), initially filed on May 17, 2021, and declared effective by the Securities and Exchange Commission on September 24, 2021.  The Registrant is filing this Post-Effective Amendment No. 1 pursuant to Rule 462(d) for the sole purpose of updating the duration of the offering and the expiration date of the Registration Statement  from one year from the date of Effect, as originally set forth in the Registration Statement. With this Post-Effective Amendment, the Registrant extends the duration of the offering and the time to expiration of the Registration Statement until September 24, 2023.  This Post-Effective Amendment No. 1 does not modify any provisions of Part I or Part II of the Registration Statement other than extending the duration of the offering and the expiration of the Registration Statement.

All filing fees payable in connection with the registration of the shares of common stock covered by this Post-Effective Amendment No. 1 were paid by the Company at the time of the initial filing of the Registration Statement.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Irvine, California on the 29th day of June 2022.

	GZ6G Technologies Corp.
	By:	/s/William Coleman Smith
	Name:	William Coleman Smith
	Title:	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
	By:	/s/Brian Scott Hale
	Name:	Brian Scott Hale, Director
	Title:	Director
	By:	/s/William Ray Procniak
	Name:	William Ray Procniak
	Title:	Director

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Name		Position		Date
/s/William Coleman Smith		Chief Executive Officer		June 29, 2022
William Coleman Smith
/s/William Coleman Smith		Chief Financial Officer (Principal Financial and Accounting Officer)		June 29, 2022
William Coleman Smith
/s/William Coleman Smith		President		June 29, 2022
William Coleman Smith
/s/William Coleman Smith		Secretary		June 29, 2022
William Coleman Smith
/s/William Coleman Smith		Treasurer		June 29, 2022
William Coleman Smith
/s/William Coleman Smith		Director		June 29, 2022
William Coleman Smith
/s/Brian Scott Hale		Director		June 29, 2022
Brian Scott Hale
/s/William Ray Procniak		Director		June 29, 2022
William Ray Procniak

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POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints William Coleman Smith, as his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) to this Registration Statement on Form S-1 of GZ6G Technologies Corp, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, grant unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the foregoing, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in fact and agent, or his substitutes, may lawfully do or cause to be done by virtue hereof.

In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following person(s) in the capacities and on the dates stated.

Signature		Title		Date
/s/William Coleman Smith		President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director		June 29, 2022
William Coleman Smith
/s/Brian Scott Hale		Director		June 29, 2022
Brian Scott Hale
/s/William Ray Procanik		Director		June 29, 2022
William Ray Procanik

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