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Share Name | Share Symbol | Market | Type |
---|---|---|---|
GZ6GTechnologies Corp (CE) | USOTC:GZIC | OTCMarkets | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 0.000001 | 0.00 | 01:00:00 |
Nevada
|
7375
|
20-0452700
|
||
(State or other jurisdiction of
incorporation or organization)
|
(Primary Standard Industrial
Classification Code Number)
|
(I.R.S. Employer Identification
Number)
|
Large accelerated filer ☐
|
Accelerated filer ☐
|
Non-accelerated filer ☒
|
Smaller reporting company ☒
|
|
Emerging growth company ☐
|
Title of Class of Shares to be Registered
|
Amount to be Registered
|
Maximum
Offering Price Per Share
|
Maximum Aggregate
Offering Price (1)
|
Amount of Registration
Fee (1)(2)
|
Common Stock, $0.001 par value per share (3)
|
5,000,000
|
$2.00
|
$10,000,000
|
$927.00
|
Warrants to purchase Common Stock, $0.001 par value per share (4)(8)
|
570,487
|
$1.00
|
$ 570,487
|
$52.88
|
Shares pursuant to a Promissory Note, $0.001 par value per share (5)
|
560,000
|
$1.00
|
$ 560,000
|
$51.91
|
Warrants to purchase Common Stock, $0.001 par value per share (6)(8)
|
560,000
|
$1.00
|
$ 560,000
|
$51.91
|
Shares pursuant to a Finder’s Fee, $0.001 par value per share (7)
|
10,769
|
$2.08
|
$22,399.52 |
$2.08
|
6,701,256
|
|
$11,712,886.52
|
$1,085.78
|
(1)
|
Estimated solely for the purpose of calculating the registration fee under Rule 457(a) and (o) of the Securities Act of 1933.
|
(2)
|
Based on the calculation of multiplying the aggregate offering amount by $0.0000927
|
(3)
|
The Company is registering 5,000,000 shares pursuant to an Equity Purchase Agreement with Mast Hill Fund L.P. (MHFLP). The Company has not yet received proceeds from the sale of
the 5,000,000 of the registered shares and no shares will actually be issued unless the Company presents a “Put Notice” to MHFLP. Although we are not mandated to sell shares under the Equity Purchase Agreement, the Equity
Purchase Agreement gives us the option to sell to MHFLP, up to $10,000,000 worth of our common stock over the period ending twenty-four months following the Effect of this Registration Statement, and MHFLP is obligated to purchase the
shares upon a Put notice from the Company. The $10,000,000 was stated as the total amount of available funding in the Equity Purchase Agreement because this was the maximum amount that MHFLP agreed to offer us in funding. Additionally,
MHFLP will purchase the shares at a price equal to 90% of the volume weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date for the duration of the
Offering (the “Offering”).
|
(4)
|
The Company is registering 560,000 warrants offered to Mast Hill Fund LP, and 10,487 warrants offered to J.H. Darbie and Company. The Company has not received proceeds from the
exercise of the warrants, and will not receive any proceeds until the warrants are actually exercised. The warrants are being registered on behalf of the MSFLP and JH Darbie and were offered as incentive to enter into a Note with
Mast Hill in the amount of $560,000 ( MHFLP Note, the shares underlying this Note are not being registered in this S-1 Registration Statement ), as well as a certain amount of warrants relative to a Finder’s Fee (10,487)
entered into with J.H. Darbie and Company in conjunction with the Mast Hill Note. The Company has received the proceeds from the MHFLP Note. The Warrants are exercisable for a term of three years. J.H. Darbie and Company is an
authorized, registered broker dealer.
|
(5)
|
The Company entered into a Convertible Promissory Note with Talos Victory Fund, LLC (Talos Note) in the amount of $560,000, for which the shares underlying the Note
are being registered, on behalf of Talos Victory Fund, LLC, the selling shareholder. We have received funds from this Note in the amount of $463,680.00, following payment of a finder’s fee in the amount of $33,320.00 and the
investor’s legal fees of $7,000.00.
|
(6)
|
The Company is registering 560,000 warrants to purchase common stock on behalf of Talos Victory Fund, LLC. The Company has not received proceeds from the
purchase of these warrants, which were offered as incentive to enter into a Note with Talos Victory Fund, LLC in the amount of $560,000 (TVFLLC Note); however, we would receive proceeds from the exercise of
warrant s should Talos choose to exercise the warrants. The Warrants are exercisable for a term of three years.
|
(7)
|
The Company will not receive any proceeds from the sale of these shares; we are registering these shares on behalf of the selling shareholder, Carter Terry & Company, and pursuant to a Finder’s Fee entered into with
Carter Terry & Company, wherein they received, in addition to 8% of cash raised for the Company, 4% of the cash raised in restricted shares of common stock divided by the market price at the close of the engagement agreement
with Carter Terry & Company. Carter Terry & Company is an authorized, registered broker dealer.
|
(8)
|
A total of 1,130,487 warrants to purchase common stock are being registered on behalf of Mast Hill Fund LP (560,000); Talos Victory Fund, LLC (560,000); and J.H.
Darbie and Company (10,487), and as described above.
|
Offering Price
to the Public
Per Share
|
Commissions
|
Net Proceeds
to Company
After Offering
Expenses
(100% of Shares Sold)(1)
|
Net Proceeds
to Company
After Offering
Expenses
(75% of Shares Sold)(1)
|
Net Proceeds
to Company
After Offering
Expenses
(50% of Shares Sold)(1)
|
|
Common Stock (2)
|
$2.00
|
Not Applicable
|
$10,000,000.00
|
$7,500,000.00
|
$5,000,000.00
|
Total
|
$2.00
|
Not Applicable
|
$10,000,000.00
|
$7,500,000.00
|
$5,000,000.00
|
(1)
|
Offering expenses expected to be $50,000 will be borne by the Company and not deducted from Gross proceeds.
|
(2)
|
The Company has not yet received proceeds from the sale of the 5,000,000 as they are being registered pursuant to an Equity Purchase
Agreement with Mast Hill Fund L.P. (MHFLP) Although we are not mandated to sell shares under the Equity Purchase Agreement, the Equity Purchase Agreement gives us the option to sell to MHFLP, up to $10,000,000 worth of our common
stock over the period ending twenty-four months following the Effect of this Registration Statement, and MHFLP is obligated to purchase the shares upon a Put notice from the Company. The $10,000,000 was stated as the total amount
of available funding in the Equity Purchase Agreement because this was the maximum amount that MHFLP agreed to offer us in funding. Additionally, MHFLP will purchase the shares at a price equal to 90% of the volume
weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date for the duration of the
Offering (the “Offering”).
|
|
Page
|
|
5
|
8
|
|
9
|
|
19
|
|
22
|
|
22
|
|
23
|
|
24
|
|
26
|
|
41
|
|
42
|
|
42
|
|
50
|
|
52
|
|
54
|
|
55
|
|
58
|
|
58
|
|
59
|
|
59
|
|
59
|
|
59
|
|
59
|
|
60
|
|
61
|
|
62
|
The Issuer
|
GZ6G Technologies Corp.
|
|
Number of Shares
Currently Outstanding
|
25,177,973 Common Shares
|
|
Securities being offered by selling stockholders
|
The selling stockholders identified in this prospectus may offer and sell up to 5,000,000 shares of our common stock to be sold by Mast Hill Fund L.P. (MHFLP), a Delaware corporation, pursuant to the Equity
Purchase Agreement. The 5,000,000 shares of common stock registered for resale by MHFLP represent approximately 20% of our current issued and outstanding shares of common stock, which totals 25,177,973 as of February 1, 2022, and will
represent 17% of the fully diluted outstanding common stock assuming all 5,000,000 shares are issued under this Offering. Mast Hill Fund, L.P., will not hold more than 9.99% of the issued and outstanding shares of our Common Stock at any
one time.
Further, the Company is registering 560,000 shares of common stock, on behalf of the selling shareholder, pursuant to a Promissory Note entered into with Talos Victory Fund, LLC, for which the Company has received
the proceeds, and which Talos Victory Fund, LLC may sell.
Finally, the Company is registering 10,769 shares of common stock, on behalf of the selling shareholder, issuable to Carter Terry & Company, an authorized and registered broker dealer,
pursuant to an Engagement Agreement the Company entered into.
|
|
Description of warrants
Included in the registration statement
by selling stockholders
|
The Company is registering 560,000 shares on behalf of the selling shareholder, pursuant to a Warrant Purchase Agreement entered into with MHFLP, wherein MHFLP may purchase common
stock at $1.00 per share as incentive to enter into a Promissory Note with MHFLP in the amount of $560,000, of which the Company has received proceeds.
The Company is registering 10,487 shares, on behalf of the selling shareholder, pursuant to a Finder;s Fee Agreement entered into with JH Darbie and
Company, wherein JH Darbie may common stock at $1.00 per share, and relative to the funds MHFLP provided. J.H. Darbie and Company is an authorized, registered broker dealer.
The Company is registering 560,000 shares, o n behalf of the selling shareholder, pursuant to a Warrant Purchase Agreement entered into With Talos
Victory Fund. LLC (Talos) wherin, Talos may purchase common shares at $1.00 per share, which were offered to Talos as incentive to enter into a Promissory Note with Talos Victory Fund, LLC (Talos), of which the Company has received
proceeds.
|
|
Offering Price
|
The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus following the effectiveness of this Form S-1 Registration Statement, or not at all.
|
|
Public Market
|
We are currently traded on the OTCQB market under the symbol GZIC. We cannot give any assurance that the shares being offered will have a market value, or that they can be resold at the offered price if
and when an active secondary market might develop.
|
|
Duration of Offering
|
The shares offered pursuant to “Put Notices” are offered for a period of twenty-four months following effectiveness of this Registration Statement, unless extended by our Board of Directors for an
additional 90 days.
|
|
Number of Shares Outstanding Before the Offering
|
There are 5,000,001 shares of Preferred Stock issued and outstanding as of the date of this prospectus, and 25,177,973 shares of Common Stock issued and outstanding as of the date of this prospectus, 0
Stock Options granted as of the date of this prospectus, and 1,130,487 Warrants issued as of the date of this prospectus.
|
|
Registration Costs
|
We estimate our total costs relating to the registration herein to be approximately $50,000.
|
|
Net Proceeds to the Company
|
If the Company is successful in issuing all available “Put Notices” to Mast Hill Fund, LP, we will issue 5,000,000 shares of Common Stock, $0.001 par value at an offering price equal to 90% of the volume
weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date for the duration of the Offering (the “Offering”) for maximum net proceeds to the Company of
$10,000,000 if all the shares are sold.
|
|
Use of Proceeds
|
We will receive proceeds from our initial sale of shares to MHFLP pursuant to the Equity Purchase Agreement. We will not receive any proceeds from the sale of shares underlying the Talos Note. We will only
receive proceeds from the sale of Warrants if the parties choose to exercise the Warrants. We will pay for expenses of this offering.
|
|
Risk Factors
|
An investment in our Common Stock involves a high degree of risk. You should carefully consider the risk factors set forth under the “Risk Factors” section herein and the other information contained in this
prospectus before making an investment decision regarding our Common Stock.
|
•
|
the trading volume of our shares;
|
•
|
the number of securities analysts, market-makers and brokers following our common stock;
|
•
|
new products or services introduced or announced by us or our competitors;
|
•
|
actual or anticipated variations in quarterly operating results;
|
•
|
conditions or trends in our business industries;
|
•
|
announcements by us of significant contracts, acquisitions, strategic partnerships, joint ventures or capital commitments;
|
•
|
additions or departures of key personnel;
|
•
|
sales of our common stock and
|
•
|
general stock market price and volume fluctuations of publicly-traded, and particularly microcap, companies.
|
•
|
risks that we may not have sufficient capital to achieve our growth strategy;
|
•
|
risks that we may not develop and market our proposed products in a manner that enables us to be profitable and meet our customers’ requirements;
|
•
|
risks that our growth strategy may not be successful; and
|
•
|
risks that fluctuations in our operating results will be significant relative to our revenues.
|
•
|
Voting Rights: The Special 2018 Series A Preferred Stock have one vote for each share owned.
|
•
|
Adverse Effects: The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of Special 2018 Series A Preferred Stock without the written consent of the holder(s) of the
Special 2018 Series A Preferred Stock.
|
•
|
Conversion: The shares of Special 2018 Series A Preferred Stock shall convert into common shares at the rate of 10 new shares for every one share of Special 2018 Series A Preferred Stock owned. The holder
of the Special 2018 Series A Preferred Stock can convert the shares into common shares at any time.
|
•
|
Dividends: The Special 2018 Series A Preferred Stock are not entitled to any dividends.
|
•
|
No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series A Preferred Stock.
|
•
|
Voting Rights: The Special 2018 Series B Preferred Stock stockholder is entitled to 51% of all votes (including, but not limited to, common stock, and preferred stock (including on an as converted basis)
entitled to vote at each meeting of the stockholders of the Corporation (and written actions of the stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or
consideration.
|
•
|
Adverse Effects: The Corporation cannot amend, alter, or repeal the preferences, rights, powers or other terms of the Special 2018 Series B Preferred Stock without the written consent or affirmative vote of
the holder of the Special 2018 Series B Preferred Stock.
|
•
|
Dividends: The Special 2018 Series B Preferred Stock shall not be entitled to any dividends.
|
•
|
No Impairment: The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series B Preferred Stock.
|
•
|
voluntary or mandatory quarantines;
|
•
|
restrictions on travel; and
|
•
|
limiting gatherings of people in public places.
|
•
|
Our competitors;
|
•
|
Additions or departures of key personnel;
|
•
|
Our ability to execute our business plan:
|
•
|
Operating results that fall below expectations; and
|
•
|
Period-to-period fluctuations in our financial results.
|
100%
|
75%
|
$
|
50%
|
25%
|
10%
|
|||||||||||||||
Analytic Software Development
|
$
|
1,200,000
|
$
|
900,000
|
$
|
600,000
|
$
|
300,000
|
$
|
120,000
|
||||||||||
Data Center Facilities Construction & Set-Up
|
$
|
2,600,000
|
$
|
1,950,000
|
$
|
1,300,000
|
$
|
600,000
|
$
|
260,000
|
||||||||||
Managed Services NOC Center Construction Set-Up
|
$
|
1,400,000
|
$
|
1,050,000
|
$
|
700,000
|
$
|
300,000
|
$
|
140,000
|
||||||||||
Operational Capital (Inventory, Equipment, etc.)
|
$
|
700,000
|
$
|
530,000
|
$
|
350,000
|
$
|
175,000
|
$
|
70,000
|
||||||||||
Office Lease(s)
|
$
|
500,000
|
$
|
375,000
|
$
|
250,000
|
$
|
125,000
|
$
|
50,000
|
||||||||||
Office Furniture, Fixtures, Computers
|
$
|
700,000
|
$
|
350,000
|
$
|
350,000
|
$
|
300,000
|
$
|
70,000
|
||||||||||
Hiring Management, Administrative, Engineering, Sales, and Marketing Staff
|
$
|
2,200,000
|
$
|
1,820,000
|
$
|
1,100,000
|
$
|
500,000
|
$
|
220,000
|
||||||||||
Legal – Patents & Trademarks
|
$
|
200,000
|
$
|
150,000
|
$
|
100,000
|
$
|
75,000
|
$
|
20,000
|
||||||||||
Accounting, Filings, Insurance, Compliance
|
$
|
300,000
|
$
|
225,000
|
$
|
150,000
|
$
|
75,000
|
$
|
30,000
|
||||||||||
Miscellaneous
|
$
|
200,000
|
$
|
150,000
|
$
|
100,000
|
$
|
50,000
|
$
|
20,000
|
||||||||||
TOTAL
|
$
|
10,000,000
|
$
|
7,500,000
|
$
|
5,000,000
|
$
|
2,500,000
|
$
|
1,000,000
|
(1)
|
Offering expenses expected to be $50,000 will be borne by the Company and not deducted from Gross proceeds.
|
|
|
|
Number of Shares to be Owned by Selling Stockholder After the Offering and Percent of Total Issued and Outstanding Shares
|
|
Name of Selling Stockholder
|
Shares Owned by the Selling Stockholders before the Offering (1)
|
Shares of Common Stock Being Offered or Sold
|
# of Shares (2)
|
% of Class (2)
|
Mast Hill Fund L.P.(3)
|
0
|
5,000,000
|
5,000,000
|
N/A
|
Mast Hill Fund L.P. (4)
|
0
|
|
560,000
|
|
JH Darbie and Company (5)
|
0
|
|
10,487
|
|
Talos Victory Fund LLC (6)
|
0
|
|
560,000
|
|
Talos Victory Fund LLC (7)
|
0
|
560,000
|
||
Carter Terry & Company (8)
|
0
|
10,769
|
•
|
Our registration statement with respect to the resale of the shares of common stock delivered in connection with the applicable put shall have been declared effective.
|
•
|
We shall have obtained all material permits and qualifications required by any applicable state for the offer and sale of the registrable securities.
|
•
|
We shall have filed with the SEC in a timely manner all reports, notices and other documents required.
|
Shares Issued
|
Total Consideration
|
Price Per Share
|
|||
Number of Shares
|
Percent
|
Amount
|
Percent
|
||
Purchasers of Shares
|
5,000,000
|
100%
|
$10,000,000
|
100%
|
$2.00
|
Total
|
5,000,000
|
100%
|
$10,000,000
|
100%
|
100% of offered
shares are sold
|
75% of offered
shares are sold
|
50% of offered
shares are sold
|
25% of offered
shares are sold
|
10% of offered shares are sold
|
|
Offering Price
|
$2.00
per share
|
$2.00
per share
|
$2.00
per share
|
$2.00
per share
|
$2.00
per share
|
Net tangible book value at September 30, 2021 (1)(2)
|
($0.240)
per share
|
($0.240)
per share
|
($0.240)
per share
|
($0.240)
per share
|
($0.240)
per share
|
Net tangible book value after giving effect to the Offering proceeds
|
$0.131
per share
|
$0.050
per share
|
$(0.038)
per share
|
$(0.135)
per share
|
$(0.197)
per share
|
Increase in net tangible book value per share attributable to cash payments made by new investors
|
$0.371
per share
|
$0.290
per share
|
$0.202
per share
|
$0.105
per share
|
$0.043
per share
|
Per Share Dilution to New Investors
|
$1.869
per share
|
$1.950
per share
|
$2.038
per share
|
$2.135
per share
|
$2.197
per share
|
Percent Dilution to New Investors
|
93%
|
98%
|
102%
|
107%
|
110%
|
(1)
|
Net tangible book value excludes non-controlling interest;
|
(2)
|
Based on 25,177,972 shares issued and outstanding as of February 1, 2022.
|
•
|
contains a description of the nature and level of risk in the market for penny stocks in both public offerings and secondary trading;
|
•
|
contains a description of the broker’s or dealer’s duties to the customer and of the rights and remedies available to the customer with respect to a violation of such duties;
|
•
|
contains a brief, clear, narrative description of a dealer market, including “bid” and “ask” prices for penny stocks and the significance of the spread between the bid and ask price;
|
•
|
contains a toll-free telephone number for inquiries on disciplinary actions;
|
•
|
defines significant terms in the disclosure document or in the conduct of trading penny stocks; and,
|
•
|
contains such other information and is in such form (including language, type, size, and format) as the SEC shall require by rule or regulation.
|
•
|
bid and offer quotations for the penny stock;
|
•
|
details of the compensation of the broker-dealer and its salesperson in the transaction;
|
•
|
the number of shares to which such bid and ask prices apply, or other comparable information relating to the depth and liquidity of the market for such stock; and,
|
•
|
monthly account statements showing the market value of each penny stock held in the customer’s account.
|
•
|
Voting Rights: The Series A Preferred Stock have one vote for each share owned.
|
•
|
Adverse Effects: The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of Special 2018 Series A Preferred Stock without the written consent of the holder(s) of the
Series A Preferred Stock.
|
•
|
Conversion: The shares of Special 2018 Series A Preferred Stock shall convert into common shares at the rate of 10 new shares for every one share of Special 2018 Series A Preferred Stock owned. The holder
of the Series A Preferred Stock can convert the shares into common shares at any time.
|
•
|
Dividends: The Series A Preferred Stock are not entitled to any dividends.
|
•
|
No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the Series A Preferred Stock.
|
•
|
Voting Rights: The Special 2018 Series B Preferred Stock stockholder is entitled to 51% of all votes (including, but not limited to, common stock, and preferred stock (including on an as converted basis)
entitled to vote at each meeting of the stockholders of the Corporation (and written actions of the stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or
consideration.
|
•
|
Adverse Effects: The Corporation cannot amend, alter, or repeal the preferences, rights, powers or other terms of the Special 2018 Series B Preferred Stock without the written consent or affirmative vote of
the holder of the Special 2018 Series B Preferred Stock.
|
•
|
Dividends: The Special 2018 Series B Preferred Stock shall not be entitled to any dividends.
|
•
|
No Impairment: The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series B Preferred Stock.
|
•
|
Cities, Airports, Stadiums, Universities, and Hospitality Markets Globally
|
•
|
Advertising agencies, IT Network Related Companies, IoT software applications.
|
•
|
Overall Smart Solutions product offering
|
•
|
Diverse teams are required
|
•
|
Airline industry
|
•
|
Technology Industry
|
•
|
Healthcare Industry
|
•
|
Sports Industry
|
•
|
Entertainment Industry
|
•
|
Hospitality industry
|
•
|
Beverages
|
1.
|
Green Zebra Network: Wireless networking, security managed Services;
|
2.
|
Green Zebra Data Center Services: Tier 3 Enterprise center optimize for end users, managed services, cloud data
|
3.
|
Green Zebra Smart Labs: Smart IOT software development services and applications
|
4.
|
Green Zebra Media: Marketing, advertising, sponsorship services.
|
•
|
GZN provides a smart appliance Network gateway device called FiBoxPro gateway that creates a closed loop local communication and monetization service. GZN will provide the configuration and managed
services. These IT technical teams will also provide technical support and communication with internal and external teams.
|
•
|
VenuTrax – an in-venue and Saas platform cloud data analytics and artificial intelligent engine used to help venue owners communicate and monetization relevant information regarding user insights.
|
•
|
CastWifi – An in Venue or cloud WIFI interactive broadcasting technology that allows public venue wireless networks to broadcast live content to their user audience in a closed loop setting like a similar
to IPTV technology but over Wi-Fi.
|
•
|
Infrastructure
|
•
|
Software Development
|
•
|
Cyber Security
|
•
|
Data Management
|
•
|
Instantly receive best location for emergency first aid with a selected route, walking or driving. Information on where closest drinking fountain, first aid station, among other things, is located.
|
•
|
Police can receive optimal path to particular location and control any security cameras in different locations.
|
•
|
Consumers receive information on where street parking is available in real time and which parking structures have spaces available.
|
•
|
Travelers can be notified of flight changes, allowing more restaurant time.
|
•
|
Real time information on shortest food lines at a stadium.
|
•
|
3-D images of museum, real-time information on lines at any venue.
|
•
|
Cameras showing crowd at outdoor restaurant or parks. Control of access can change.
|
•
|
Security system cameras only available to certain parties such as police or other security personnel.
|
•
|
Short term restaurant or store specials when customer traffic is low.
|
Lumen Technologies/CenturyLink
|
Year Ended
December 31,
|
||||||||
|
2020
|
2019
|
||||||
|
||||||||
OPERATING EXPENSES
|
||||||||
Cost of revenue
|
$
|
10,400
|
$
|
10,400
|
||||
Depreciation
|
1,948
|
3,269
|
||||||
General and administrative
|
232,052
|
361,005
|
||||||
General and administrative, related parties
|
240,000
|
240,000
|
||||||
Professional fees
|
59,108
|
55,195
|
||||||
Total operating expenses
|
543,508
|
669,869
|
||||||
|
||||||||
(Loss) from operations
|
(534,621
|
)
|
(658,665
|
)
|
||||
|
||||||||
Other income (expense)
|
||||||||
Interest expense
|
(3,996,466
|
)
|
(140,657
|
)
|
||||
Loss upon notes conversion
|
(364,909
|
)
|
-
|
|||||
Change in fair value of derivative liability
|
(28,844
|
)
|
12,204
|
|||||
Total other income (expense)
|
(4,390,219
|
)
|
(128,453
|
)
|
||||
Net income (loss)
|
$
|
(4,924,840
|
)
|
$
|
(787,118
|
)
|
||
Less: net income (loss) attributable to Non-controlling interest
|
$ |
(174,896
|
)
|
$ |
(167,326
|
)
|
||
Net income (loss) attributable to GZ6G Technologies Corp.
|
$
|
(4,749,944
|
)
|
$
|
(619,792
|
)
|
|
|
Three Months Ended
|
|
|||||
|
|
September 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
NET REVENUES
|
|
$ 132,000
|
|
|
$ 41
|
|
||
|
|
|
|
|
|
|
||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
32,722
|
|
|
|
-
|
|
Research and development expenses
|
|
|
2,600
|
|
|
|
2,600
|
|
Depreciation
|
|
|
17,752
|
|
|
|
487
|
|
General and administrative
|
|
|
293,318
|
|
|
|
34,234
|
|
General and administrative, related parties
|
|
|
90,000
|
|
|
|
60,000
|
|
Professional fees
|
|
|
18,759
|
|
|
|
10,626
|
|
Total operating expenses
|
|
|
455,151
|
|
|
|
107,947
|
|
|
|
|
|
|
|
|
|
|
(Loss) from operations
|
|
|
(323,151
|
)
|
|
|
(107,906
|
)
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(2,522,952
|
)
|
|
|
(750,913
|
)
|
Loss on extinguishment of debt
|
|
|
-
|
|
|
|
(271,448
|
)
|
Change in fair value of derivative liability
|
|
|
-
|
|
|
|
54,084
|
|
Total other income (expense)
|
|
|
(2,522,952
|
)
|
|
|
(968,277
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(2,846,103
|
)
|
|
$
|
(1,076,183
|
)
|
|
|
|
|
|
|
|
|
|
Less: net income (loss) attributable to Non-controlling interest
|
|
|
13,841
|
|
|
|
(33,730
|
)
|
Net income (loss) attributable to GZ6G Technologies Corp.
|
|
$
|
(2,859,944
|
)
|
|
$
|
(1,042,453
|
)
|
|
|
Nine Months Ended
|
|
|||||
|
|
September 30,
|
|
|||||
|
|
2021
|
|
|
2020
|
|
||
NET REVENUES
|
|
$ 132,000
|
|
|
$ 8,833
|
|
||
|
|
|
|
|
|
|
||
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
32,722
|
|
|
|
69,198
|
|
Research and development expenses
|
|
|
7,800
|
|
|
|
7,800
|
|
Depreciation
|
|
|
19,941
|
|
|
|
1,461
|
|
General and administrative
|
|
|
545,330
|
|
|
|
131,177
|
|
General and administrative, related parties
|
|
|
240,000
|
|
|
|
180,000
|
|
Professional fees
|
|
|
74,015
|
|
|
|
30,125
|
|
Total operating expenses
|
|
|
919,808
|
|
|
|
419,761
|
|
|
|
|
|
|
|
|
|
|
(Loss) from operations
|
|
|
(787,808
|
)
|
|
|
(410,928
|
)
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(4,453,057
|
)
|
|
|
(811,635
|
)
|
Loss on extinguishment of debt
|
|
|
-
|
|
|
|
(271,448
|
)
|
Change in fair value of derivative liability
|
|
|
-
|
|
|
|
(28,845
|
)
|
Total other income (expense)
|
|
|
(4,453,057
|
)
|
|
|
(1,111,928
|
)
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(5,240,865
|
)
|
|
$
|
(1,522,856
|
)
|
|
|
|
|
|
|
|
|
|
Less: net income (loss) attributable to Non-controlling interest
|
|
|
(66,233
|
)
|
|
|
(132,435
|
)
|
Net income (loss) attributable to GZ6G Technologies Corp.
|
|
$
|
(5,174,632
|
)
|
|
$
|
(1,390,421
|
)
|
December 31, 2020
|
December 31, 2019
|
|||||||
Net cash provided by (used in) operating activities
|
$ |
24,332
|
$ |
(256,010
|
)
|
|||
Net cash used in investing activities
|
(4,990
|
)
|
(5,842
|
)
|
||||
Net cash provided by financing activities
|
130,843
|
292,184
|
||||||
Increase in cash
|
150,185
|
30,332
|
||||||
Cash end of year
|
$ |
180,544
|
$ |
30,359
|
|
|
September 30,
2021 |
|
|
September 30,
2020 |
|
||
Net cash used in operating activities
|
|
$
|
(783,709
|
)
|
|
$
|
(125,955
|
)
|
Net cash used in investing activities
|
|
|
(176,690
|
)
|
|
|
-
|
|
Net cash provided by financing activities
|
|
|
898,146
|
|
|
|
98,725
|
|
Decrease in cash
|
|
|
(62,253
|
)
|
|
|
(27,230
|
)
|
Cash end of period
|
|
$
|
118,291
|
|
|
$
|
3,129
|
|
NAME
|
AGE
|
POSITION
|
William Coleman Smith
|
59
|
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
|
Brian Scott Hale |
54 |
Director |
William Ray Procanik |
50 |
Director |
1.
|
A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such
person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of
such filing;
|
2.
|
Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
|
3.
|
The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting,
the following activities;
|
|
i)
|
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity
Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings
and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
|
||
|
ii)
iii)
|
Engaging in any type of business practice; or
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
|
||
4.
|
The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;
|
|||
5.
|
Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission
has not been subsequently reversed, suspended, or vacated;
|
6.
|
Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding
by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
|
7.
|
Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:
|
|
i)
|
Any Federal or State securities or commodities law or regulation; or
|
|
ii)
|
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or
temporary or permanent cease-and-desist order, or removal or prohibition order, or
|
|
iii)
|
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or
|
8.
|
Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C.
78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or
persons associated with a member.
|
Name
and Title |
Year
|
Salary
($) |
Bonus
($) |
Stock
Awards ($) |
Option
Awards ($) |
Non-Equity
Incentive Plan ($) |
Non-qualified
Deferred ($) |
All other
Compensation ($) |
Total
($) |
William C. Smith
CEO, CFO, Treasurer,
Secretary
|
2021
|
$330,000(1) |
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
$330,000(1)
|
William C. Smith
CEO, CFO, Treasurer,
Secretary
|
2020
|
$240,000
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
$240,000(1)
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|
|
|
|
|
Change in |
|
|
|
|
|
|
|
Pension Value and |
|
|
|
Fees Earned or
|
Stock
|
Option
|
Non-Equity Incentive |
Nonqualified Deferred
|
All Other
|
|
|
Paid in Cash
|
Awards | Awards | Plan Compensation |
Compensation Earnings
|
Compensation |
Total
|
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
William C. Smith
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
William Ray Procanik | 0 |
0 | 0 |
0 |
0 |
0 |
0 |
Brian Scott Hale |
0 |
0 | 0 | 0 | 0 | 0 |
0 |
Name and address of
beneficial owner
|
Common
Stock
|
Series A
Preferred
Stock (2)
|
Series B Preferred Stock
|
Beneficial Ownership as Converted
|
|
Percentage
of Class of Stock (1)
|
||||
William Coleman Smith
3333 Michelson Dr., 3rd Floor
Irvine, California 92612
|
62,500,000(2)
|
5,000,000
|
1
|
50,000,000 shares of common stock as to Series A(2)
Series B - No Rights of Conversion
|
|
83.1% Common
100% Series Preferred A
100% Series B Preferred
|
||||
William Ray Procniak
58 Woodley Court, Unit 16, Meriden CT, 06450
|
540 | - | - | - | <0% Common |
|||||
Brian Scott Hale
3035 Rhea Hwy,
Suite 150
Dayton TN 37321
|
600,000 | - | - | - | 0.008% Common |
|||||
Total
|
63,100,540
|
5,000,000
|
1
|
|
|
83.93% Common
100% Series Preferred A
100% Series B Preferred
|
•
|
Voting Rights: The Series A Preferred Stock have one vote for each share owned.
|
•
|
Adverse Effects: The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of A Preferred Stock without the written consent of the holder(s) of the Series A Preferred
Stock.
|
•
|
Conversion: The shares of Series A Preferred Stock shall convert into common shares at the rate of 10 new shares for every one share of Special 2018 Series A Preferred Stock owned. The holder of the
Special 2018 Series A Preferred Stock can convert the shares into common shares at any time.
|
•
|
Dividends: The Series A Preferred Stock are not entitled to any dividends.
|
•
|
No Impairment. The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series A Preferred Stock.
|
•
|
Voting Rights: The Special 2018 Series B Preferred Stock stockholder is entitled to 51% of all votes (including, but not limited to, common stock, and preferred stock (including on an as converted basis)
entitled to vote at each meeting of the stockholders of the Corporation (and written actions of the stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or
consideration.
|
•
|
Adverse Effects: The Corporation cannot amend, alter, or repeal the preferences, rights, powers or other terms of the Special 2018 Series B Preferred Stock without the written consent or affirmative vote of
the holder of the Special 2018 Series B Preferred Stock.
|
•
|
Dividends: The Special 2018 Series B Preferred Stock shall not be entitled to any dividends.
|
•
|
No Impairment: The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series B Preferred Stock.
|
Balance at December 31, 2020, Debt, related party
|
|
$
|
1,217,579
|
|
Payments on loan
|
|
|
(151,854
|
)
|
Balance at September 30, 2021, Debt, related party.
|
|
$
|
1,065,725
|
|
(1)
|
On August 26, 2019, Diamondrock, Ltd. was issued 100,000 shares of common stock pursuant to a commitment Fee on Financing Agreement.
|
(2)
|
Subsequent to a partial assignment of a Convertible Note, to various purchasers on September 28, 2020, the Company received notices of election to convert the entire principal balance of $147,000 on October
1, 2020. The Company issued a total of 3,500,001 shares of common stock to six individuals in full and final settlement of the New Note on October 26, 2020.
|
(3)
|
Subsequent to a partial assignment of Convertible Note, to various purchasers on December 30, 2020, the Company received notices of election to convert the entire principal balance of $150,000, plus accrued
interest of $13,558.31, on December 31, 2020. The Company issued a total of 3,894,245 shares of common stock to six individuals in full and final settlement of the New Note on December 31, 2020.
|
(4)
|
On December 30, 2020, 600,000 common shares were purchased by a third party for the total amount of $150,000.00; at $0.25 per share. These shares were issued on January 26, 2021, and are restricted.
|
(5)
|
On April 29, 2021, 10,000,000 common shares were issued to William Coleman Smith in exchange for an additional 9% ownership of Green Zebra Media Corp.
|
(6)
|
On November 11, 2021, the Company entered into a Promissory Note with Mast Hill Fund, L.P. ("MHFLP"), a Delaware limited partnership in which MHFLP has 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, as
amended, with MHFLP for the purchase of an additional 560,000 common shares at $1.00 per share for a term of three (3) years.
|
(7)
|
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.
|
(8)
|
On December 8, 2021, the Company entered into an Engagement Agreement with Carter, Terry & Company, an authorized, registered broker dealer, wherein, in addition to 8% of the gross cash proceeds
raised from introduced parties they are to be issued 4% of the cash they raise in restricted stock divided by the market close on the date of the Agreement. A total of 10,769 shares issuable under this engagement have not yet been
issued.
|
(9)
|
On December 16, 2021, the Company entered into a Promissory Note with Talos Victory Fund, LLC in the amount of $560,000, along with a Warrant Agreement for the purchase of an additional 560,000 shares of
common stock at $1.00 per share for a term of three (3) years. 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.
|
|
Page
|
Report of Independent Registered Public Accounting Firm
|
F-1
|
|
|
Consolidated Balance Sheets
|
F-2
|
|
|
Consolidated Statements of Operations
|
F-3
|
|
|
Consolidated Statement of Changes in Stockholders' Deficit
|
F-4
|
|
|
Consolidated Statements of Cash Flows
|
F-5
|
|
|
Notes to Consolidated Financial Statements
|
F-6 to F-23
|
|
December 31, 2020
|
December 31, 2019
|
||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
180,544
|
$
|
30,359
|
||||
Accounts receivable, net
|
2,000
|
2,000
|
||||||
Prepaid expenses
|
11,267
|
21,667
|
||||||
Subscription receivable
|
150,000
|
-
|
||||||
Other current assets
|
5,513
|
12,911
|
||||||
Total current assets
|
349,324
|
66,937
|
||||||
|
||||||||
Property and equipment, net
|
8,602
|
5,560
|
||||||
TOTAL ASSETS
|
$
|
357,926
|
$
|
72,497
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
234,773
|
$
|
168,391
|
||||
Related party payables
|
110
|
916,522
|
||||||
Advances payable
|
-
|
150,000
|
||||||
Deferred revenue
|
287,000
|
90,000
|
||||||
Debt, current portion
|
3,768
|
3,768
|
||||||
Debt, related party
|
1,217,579
|
-
|
||||||
Convertible notes, net of debt discount
|
52,740
|
106,777
|
||||||
Derivative liability
|
-
|
154,847
|
||||||
Total current liabilities
|
1,795,970
|
1,590,305
|
||||||
|
||||||||
Debt, net of current portion
|
89,450
|
-
|
||||||
Total liabilities
|
1,885,420
|
1,590,305
|
||||||
|
||||||||
Stockholders' deficit
|
||||||||
Series A Preferred stock, $0.004 par, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding
|
20,000
|
20,000
|
||||||
Series B Preferred stock, $0.001 par, 1 share authorized, 1 issued and outstanding
|
-
|
-
|
||||||
Common stock, $0.001 par, 500,000,000 shares authorized, 12,793,357 and 4,799,112 shares issued and outstanding as at December 31, 2020 and December 31, 2019, respectively
|
12,793
|
4,799
|
||||||
Additional paid in capital
|
5,180,816
|
273,656
|
||||||
Accumulated deficit
|
(6,060,923
|
)
|
(1,310,979
|
)
|
||||
Total GZ6G Technologies Corp shareholders’ deficit
|
(847,314
|
)
|
(1,012,524
|
)
|
||||
Non-controlling interest
|
(680,180
|
)
|
(505,284
|
)
|
||||
Total stockholders’ deficit
|
(1,527,494
|
)
|
(1,517,808
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
357,926
|
$
|
72,497
|
||||
Year Ended
December 31,
|
||||||||
|
2020
|
2019
|
||||||
NET REVENUES
|
$
|
8,887
|
$
|
11,204
|
||||
|
||||||||
OPERATING EXPENSES
|
||||||||
Cost of revenue
|
10,400
|
10,400
|
||||||
Depreciation
|
1,948
|
3,269
|
||||||
General and administrative
|
232,052
|
361,005
|
||||||
General and administrative, related parties
|
240,000
|
240,000
|
||||||
Professional fees
|
59,108
|
55,195
|
||||||
Total operating expenses
|
543,508
|
669,869
|
||||||
|
||||||||
(Loss) from operations
|
(534,621
|
)
|
(658,665
|
)
|
||||
|
||||||||
Other income (expense)
|
||||||||
Interest expense
|
(3,996,466
|
)
|
(140,657
|
)
|
||||
Loss on note conversion
|
(364,909
|
)
|
-
|
|||||
Change in fair value of derivative liability
|
(28,844
|
)
|
12,204
|
|||||
Total other income (expense)
|
(4,390,219
|
)
|
(128,453
|
)
|
||||
Net income (loss)
|
$
|
(4,924,840
|
)
|
$
|
(787,118
|
)
|
||
Less: net income (loss) attributable to Non-controlling interest
|
(174,896
|
)
|
(167,326
|
)
|
||||
Net income (loss) attributable to GZ6G Technologies Corp.
|
$
|
(4,749,944
|
)
|
$
|
(619,792
|
)
|
||
|
||||||||
Basic and diluted net loss per common share
|
$
|
(0.84
|
)
|
$
|
(0.13
|
)
|
||
|
||||||||
Weighted average shares, basic and diluted
|
5,670,970
|
4,734,003
|
||||||
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, 2018
|
5,000,000
|
$
|
20,000
|
1
|
$
|
-
|
4,699,111
|
$
|
4,699
|
$
|
157,222
|
$
|
(691,187
|
)
|
$
|
(337,958
|
)
|
$
|
(847,224
|
)
|
||||||||||||||||||||||||||||
Derivative liability reclassed upon debt paid
|
-
|
-
|
-
|
-
|
-
|
-
|
6,534
|
-
|
-
|
6,534
|
||||||||||||||||||||||||||||||||||||||
Stock based Compensation
|
-
|
-
|
-
|
-
|
100,000
|
100
|
109,900
|
-
|
-
|
110,000
|
||||||||||||||||||||||||||||||||||||||
Net income (loss)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(619,792
|
)
|
(167,326
|
)
|
(787,118
|
)
|
|||||||||||||||||||||||||||||||||||
Balance, December 31, 2019
|
5,000,000
|
$
|
20,000
|
1
|
$
|
-
|
4,799,111
|
$
|
4,799
|
$
|
273,656
|
$
|
(1,310,979
|
)
|
$
|
(505,284
|
)
|
$
|
(1,517,808
|
)
|
||||||||||||||||||||||||||||
Derivative liability reclassed upon debt paid
|
-
|
-
|
-
|
-
|
-
|
-
|
10,584
|
-
|
-
|
10,584
|
||||||||||||||||||||||||||||||||||||||
Issuance of common stock for debt conversion
|
-
|
-
|
-
|
-
|
7,394,246
|
7,394
|
4,747,176
|
-
|
-
|
4,754,570
|
||||||||||||||||||||||||||||||||||||||
Issuance of common stock for private placement
|
-
|
-
|
-
|
-
|
600,000
|
600
|
149,400
|
-
|
-
|
150,000
|
||||||||||||||||||||||||||||||||||||||
Net income (loss)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(4,749,944
|
)
|
(174,896
|
)
|
(4,924,840
|
)
|
|||||||||||||||||||||||||||||||||||
Balance, December 31, 2020
|
5,000,000
|
$
|
20,000
|
1
|
$
|
-
|
12,793,357
|
$
|
12,793
|
$
|
5,180,816
|
$
|
(6,060,923
|
)
|
$
|
(680,180
|
)
|
$
|
(1,527,494
|
)
|
||||||||||||||||||||||||||||
|
Year Ended
December 31,
|
|||||||
|
2020
|
2019
|
||||||
Cash flows from operating activities:
|
||||||||
Loss attributable to GZ6G Technologies Corp
|
$
|
(4,749,944
|
)
|
$
|
(619,792
|
)
|
||
Non-controlling interest
|
(174,896
|
)
|
(167,326
|
)
|
||||
Loss
|
(4,924,840
|
)
|
(787,118
|
)
|
||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Amortization of debt discount and issuance cost
|
3,953,295
|
113,638
|
||||||
Non-cash interest
|
-
|
23,580
|
||||||
Fair value adjustments to derivative liability
|
28,844
|
(12,204
|
)
|
|||||
Loss upon notes conversion
|
364,909
|
-
|
||||||
Depreciation
|
1,948
|
3,269
|
||||||
Stock based compensation
|
-
|
110,000
|
||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) accounts receivable
|
-
|
(3
|
)
|
|||||
Decrease prepaid expenses
|
10,400
|
10,400
|
||||||
(Increase) decrease in other current assets
|
7,398
|
(12,911
|
)
|
|||||
Increase (decrease) in accounts payable and accrued expenses
|
84,663
|
10,974
|
||||||
Increase in related party payables
|
300,715
|
219,365
|
||||||
Increase in customer deposits
|
197,000
|
65,000
|
||||||
Net cash provided by (used in) operating activities
|
24,332
|
(256,010
|
)
|
|||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Purchase equipment
|
(4,990
|
)
|
(5,842
|
)
|
||||
Net cash used in investing activities
|
(4,990
|
)
|
(5,842
|
)
|
||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Bank overdraft
|
-
|
(961
|
)
|
|||||
Advances
|
50,000
|
150,000
|
||||||
Proceeds from loan payable
|
89,450
|
-
|
||||||
Proceeds from convertible notes
|
150,005
|
|||||||
Repayments to convertible notes
|
(8,607
|
)
|
(6,860
|
)
|
||||
Net cash provided by financing activities
|
130,843
|
292,184
|
||||||
Net increase in cash
|
150,185
|
30,332
|
||||||
Cash-beginning of period
|
30,359
|
27
|
||||||
Cash-end of period
|
$
|
180,544
|
$
|
30,359
|
||||
|
||||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid
|
$
|
1,393
|
$
|
-
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
|
||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
||||||||
Balance of payable to related parties converted to debt, related parties
|
$
|
1,217,579
|
$
|
-
|
||||
Stock-settled debt liability
|
$
|
1,204,000
|
$
|
-
|
||||
Conversion of debt into common stock
|
$
|
310,558
|
$
|
-
|
||||
Stock issued under subscription receivable
|
$
|
150,000
|
$
|
-
|
||||
|
Fair value measurements on a recurring basis
|
|||||||||||
|
Level 1
|
Level 2
|
Level 3
|
|||||||||
As of December 31, 2020:
|
||||||||||||
Liabilities
|
||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
-
|
||||||
|
||||||||||||
As of December 31, 2019:
|
||||||||||||
Liabilities
|
||||||||||||
Derivative liabilities
|
$
|
-
|
$
|
-
|
$
|
154,847
|
||||||
|
December 31, 2020
|
December 31, 2019
|
||||||
Convertible Notes
|
256,410
|
403,450
|
||||||
Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred)
|
50,000,000
|
50,000,000
|
||||||
Total
|
50,256,410
|
50,403,450
|
|
As at December 31, 2020
|
Adjustment
|
As at December 31, 2020
|
As at December 31, 2019
|
Adjustment
|
As at December 31, 2019
|
||||||||||||||||||
Accounts payable and accrued expenses
|
$
|
161,333
|
$
|
73,440
|
$
|
234,773
|
$
|
94,951
|
$
|
73,440
|
$
|
168,391
|
||||||||||||
Total Current Liabilities
|
$
|
1,722,530
|
$
|
73,440
|
$
|
1,795,970
|
$
|
1,516,865
|
$
|
73,440
|
$
|
1,590,305
|
||||||||||||
Total Liabilities
|
$
|
1,811,980
|
$
|
73,440
|
$
|
1,885,420
|
$
|
1,516,865
|
$
|
73,440
|
$
|
1,590,305
|
||||||||||||
Accumulated deficit
|
$
|
(6,023,468
|
)
|
$ |
$
|
(6,060,923
|
)
|
$
|
(1,273,524
|
)
|
$ |
$
|
(1,310,979
|
)
|
||||||||||
Total GZ6G Technologies Corp shareholders’ deficit
|
$
|
(809,859
|
)
|
$
|
(37,455
|
)
|
$
|
(847,314
|
)
|
$
|
(975,069
|
)
|
$
|
(37,455
|
)
|
$
|
(1,012,524
|
)
|
||||||
Non-controlling interest
|
$
|
(644,195
|
)
|
$
|
(35,985
|
)
|
$
|
(680,180
|
)
|
$
|
(469,299
|
)
|
$
|
(35,985
|
)
|
$
|
(505,284
|
)
|
||||||
Total stockholders’ deficit
|
$
|
(1,454,054
|
)
|
$
|
(73,440
|
)
|
$
|
(1,527,494
|
)
|
$
|
(1,444,368
|
)
|
$
|
(73,440
|
)
|
$
|
(1,517,808
|
)
|
|
For the year ended
December 31, 2019
|
Adjustment
|
For the year ended
December 31, 2019
|
|||||||||
General and administrative
|
$
|
351,170
|
$
|
9,835
|
$
|
361,005
|
||||||
Professional fees
|
$
|
53,490
|
$
|
1,705
|
$
|
55,195
|
||||||
Total operating expenses
|
$
|
658,629
|
$
|
11,540
|
$
|
669,869
|
||||||
(Loss) from operations
|
$
|
(647,125
|
)
|
$
|
(11,540
|
)
|
$
|
(658,665
|
)
|
|||
Net income (loss)
|
$
|
(775,578
|
)
|
$
|
(11,540
|
)
|
$
|
(787,118
|
)
|
|||
Less: net income (loss) attributable to non-controlling interest
|
$
|
(161,672
|
)
|
$
|
(5,654
|
)
|
$
|
(167,326
|
)
|
|||
Net income (loss) attributable to GZ6G Technologies Corp.
|
$
|
(613,906
|
)
|
$
|
(5,886
|
)
|
$
|
(619,792
|
)
|
|
For the year ended
December 31, 2019
|
Adjustment
|
For the year ended
December 31, 2019
|
|||||||||
Loss attributable to GZ6G Technologies Corp
|
$
|
(613,906
|
)
|
$
|
(5,886
|
)
|
$
|
(619,792
|
)
|
|||
Non-controlling interest
|
$
|
(161,672
|
)
|
$
|
(5,654
|
)
|
$
|
(167,326
|
)
|
|||
Loss
|
$
|
(775,578
|
)
|
$
|
(11,540
|
)
|
$
|
(787,118
|
)
|
|||
Increase (decrease) in accounts payable and accrued expenses
|
$
|
(566
|
)
|
$
|
11,540
|
$
|
10,974
|
December 31, 2020
|
December 31, 2019
|
|||||||
Office equipment
|
$
|
23,618
|
$
|
18,628
|
||||
Less: accumulated depreciation and amortization
|
(15,016
|
)
|
(13,068
|
)
|
||||
Total property and equipment, net
|
$
|
8,602
|
$
|
5,560
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Reseller agreement
|
$
|
11,267
|
$
|
21,667
|
||||
|
$
|
11,267
|
$
|
21,667
|
||||
|
December 31, 2020
|
December 31, 2019
|
||||||
Security deposits
|
$
|
4,255
|
$
|
11,653
|
||||
Other deposits and receivables
|
1,258
|
1,258
|
||||||
$
|
5,513
|
$
|
12,911
|
December 31, 2020
|
December 31, 2019
|
|||||||
Principal issued
|
$
|
162,589
|
$
|
169,450
|
||||
Repayment
|
(8,607
|
)
|
(6,861
|
)
|
||||
Accrued interest payable
|
4,270
|
-
|
||||||
Gain on extinguishment of note
|
(11,252
|
)
|
-
|
|||||
Settled with shares
|
(147,000
|
)
|
-
|
|||||
Amortization of debt discount
|
-
|
(55,812
|
)
|
|||||
Total:
|
$
|
-
|
$
|
106,777
|
||||
Year ended December 31,
|
||||||||
|
2020
|
2019
|
||||||
Interest expense on the convertible notes
|
$
|
5,462
|
$
|
3,341
|
||||
Financing cost
|
-
|
23,580
|
||||||
Amortization of debt discount
|
804,005
|
113,637
|
||||||
Total:
|
$
|
809,467
|
$
|
140,558
|
Balance, December 31, 2019
|
|
$
|
201
|
|
Interest expense on the convertible notes
|
|
|
5,462
|
|
Payment to interest
|
(1,393
|
)
|
||
Debt Assignment and Purchase Agreement
|
(4,270)
|
|||
Balance, December 31, 2020
|
|
$
|
-
|
|
Balance at December 31, 2018
|
|
$
|
-
|
|
Derivative associated with convertible notes
|
|
|
173,585
|
|
Derivative liability reclassified to additional paid in capital upon debt paid
|
(6,534)
|
|||
(Gain) on change in fair value during the period
|
(12,204)
|
|||
Balance at December 31, 2019
|
|
154,847
|
||
Derivative liability reclassified to additional paid in capital upon debt paid
|
(10,584)
|
|||
Loss on change in fair value during the period
|
28,844
|
|||
Gain on extinguishment
|
(173,107)
|
|||
Balance at December 31, 2020
|
$
|
-
|
||
Principal
|
|
$
|
147,000
|
|
Stock-settled liability
|
|
|
748,192
|
|
895,192
|
||||
3,500,001 shares issued per notice of conversion
|
1,351,000
|
|||
Loss on conversion
|
$
|
455,808
|
•
|
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.
|
Convertible Note
|
Advances payable
|
|||||||
Balance, December 31, 2018
|
$
|
-
|
$
|
-
|
||||
Proceeds received
|
-
|
150,000
|
||||||
Balance, December 31, 2019
|
-
|
150,000
|
||||||
Debt Assignment and Purchase Agreement
|
150,000
|
(150,000
|
)
|
|||||
Accrued interest expenses
|
13,558
|
-
|
||||||
Settled with common shares
|
(163,558
|
)
|
-
|
|||||
Balance, December 31, 2020
|
$
|
-
|
$
|
-
|
||||
Year ended December 31,
|
||||||||
|
2020
|
2019
|
||||||
Interest expense on the convertible notes
|
$
|
13,558
|
$
|
-
|
||||
Amortization of debt discount
|
3,146,551
|
-
|
||||||
Total:
|
$
|
3,160,609
|
$
|
-
|
||||
Principal
|
|
$
|
163,558
|
|
Stock-settled liability
|
|
|
3,146,551
|
|
3,310,109
|
||||
3,894,245 shares issued per notice of conversion
|
3,403,570
|
|||
Loss on conversion
|
$
|
93,461
|
December 31, 2020
|
December 31, 2019
|
|||||||
Principal issued
|
$
|
50,000
|
$
|
-
|
||||
Stock-settled liability
|
164,104
|
-
|
||||||
214,104
|
-
|
|||||||
Amortization of debt discount
|
(161,364
|
)
|
-
|
|||||
$
|
52,740
|
$
|
-
|
|||||
Year ended December 31,
|
||||||||
|
2020
|
2019
|
||||||
Interest expense on notes
|
$
|
66
|
$
|
-
|
||||
Amortization of debt discount
|
2,740
|
-
|
||||||
Total:
|
$
|
2,806
|
$
|
-
|
||||
Balance, December 31, 2019
|
|
$
|
-
|
|
Interest expense on the convertible notes
|
|
|
66
|
|
Balance, December 31, 2020
|
|
$
|
66
|
|
December 31, 2020
|
December 31,
2019
|
|||||||
Customer receivables (1)
|
$
|
-
|
$
|
-
|
||||
Contract liabilities (Customer deposits) (2), (a), (b), (c)
|
$
|
287,000
|
$
|
90,000
|
(1)
|
While the Company has outstanding customer invoices for a total of $1,395,000 and $1,460,000 (net of customer deposits received of $155,000 and $90,000, respectively as at December 31,
2020 and December 31, 2019), these 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.
|
(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. As of December 31, 2020 and December 31, 2019 we have not yet recognized any revenue from customer deposits on hand. The Company and customer
are currently in negotiations to determine the best way to proceed with the delayed implementation of these contracts.
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Coleman Smith, President
|
$
|
-
|
$
|
675,180
|
||||
ELOC Holdings Corp.
|
-
|
230,232
|
||||||
Terrence Flowers
|
110
|
11,110
|
||||||
|
$
|
110
|
$
|
916,522
|
Balance at December 31, 2019
|
|
$
|
-
|
|
Payable to related parties – Smith prior to consolidated promissory note
|
|
|
796,987
|
|
Payable to related parties –ELOC prior to consolidated promissory note
|
397,963
|
|||
|
1,194,950
|
|||
Interest expenses during the period ended December 31, 2020
|
22,629
|
|||
Balance at December 31, 2020, consolidated promissory note reflected as Debt, related party.
|
$
|
1,217,579
|
Damages
|
$
|
61,899.62
|
Prejudgment interest at the annual rate of 10%
|
9,835.15
|
|
Attorneys fees
|
1,200
|
|
Other costs
|
505
|
|
$
|
73,439.77
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Total current
|
$
|
-
|
$
|
-
|
||||
Total deferred
|
-
|
-
|
||||||
|
$
|
-
|
$
|
-
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Expected benefit at federal statutory rate
|
$
|
997,500
|
35,200
|
|||||
Change in valuation allowance
|
(997,500
|
)
|
(35,200
|
)
|
||||
|
$
|
-
|
$
|
-
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Loss carryforwards
|
$
|
1,266,200
|
$
|
268,700
|
||||
Less - valuation allowance
|
(1,266,200
|
)
|
(268,700
|
)
|
||||
Total net deferred tax assets
|
$
|
$
|
-
|
|
|
Page
|
Condensed Consolidated Balance Sheets (Unaudited)
|
|
F-25
|
|
|
|
Condensed Consolidated Statements of Operations (Unaudited)
|
|
F-26
|
|
|
|
Condensed Consolidated Statement of Changes in Stockholders’ Deficit (Unaudited)
|
|
F-27
|
|
|
|
Condensed Consolidated Statements of Cash Flows (Unaudited)
|
|
F-28
|
|
|
|
Notes to the Unaudited Condensed Consolidated Financial Statements
|
|
F-29 to F-42
|
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
|
|
|
|
|
|
|
||
ASSETS
|
|
|
|
|
|
|
|
|
Current assets
|
|
|
|
|
|
|
|
|
Cash
|
|
$
|
118,291
|
|
|
$
|
180,544
|
|
Accounts receivable, net
|
|
|
2,000
|
|
|
|
2,000
|
|
Prepaid expenses
|
|
|
6,760
|
|
|
|
11,267
|
|
Subscription receivable
|
|
|
-
|
|
|
|
150,000
|
|
Other current assets
|
|
|
15,949
|
|
|
|
5,513
|
|
Total current assets
|
|
|
143,000
|
|
|
|
349,324
|
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
160,361
|
|
|
|
8,602
|
|
Right to use assets
|
|
|
123,818
|
|
|
|
-
|
|
TOTAL ASSETS
|
|
$
|
427,179
|
|
|
$
|
357,926
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current liabilities
|
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
281,763
|
|
|
$
|
234,773
|
|
Related party payables
|
|
|
149,477
|
|
|
|
110
|
|
Deferred revenue
|
|
|
155,000
|
|
|
|
287,000
|
|
Debt, current portion
|
|
|
49,218
|
|
|
|
3,768
|
|
Debt, related party
|
|
|
1,065,725
|
|
|
|
1,217,579
|
|
Convertible notes, net of debt discount
|
|
|
5,326,017
|
|
|
|
52,740
|
|
Current portion, lease liability
|
|
|
105,523
|
|
|
|
-
|
|
Total current liabilities
|
|
|
7,132,723
|
|
|
|
1,795,970
|
|
|
|
|
|
|
|
|
|
|
Lease liability, net of current portion
|
|
|
18,815
|
|
|
|
-
|
|
Long term debt, net of current portion
|
|
|
44,000
|
|
|
|
89,450
|
|
Total liabilities
|
|
|
7,195,538
|
|
|
|
1,885,420
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ deficit
|
|
|
|
|
|
|
|
|
Series A Preferred stock, $0.004 par, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding
|
|
|
20,000
|
|
|
|
20,000
|
|
Series B Preferred stock, $0.001 par, 1 share authorized, 1 issued and outstanding
|
|
|
-
|
|
|
|
-
|
|
Common stock, $0.001 par, 500,000,000 shares authorized,
22,793,357 and 12,793,357 shares issued and outstanding as of September 30, 2021 and December 31, 2020, respectively |
|
|
22,793
|
|
|
|
12,793
|
|
Additional paid-in capital
|
|
|
5,038,167
|
|
|
|
5,180,816
|
|
Accumulated deficit
|
|
|
(11,235,555
|
)
|
|
|
(6,060,923
|
)
|
Total GZ6G Technologies Corp stockholders’ deficit
|
|
|
(6,154,595
|
)
|
|
|
(847,314
|
)
|
Non-controlling interest
|
|
|
(613,764
|
)
|
|
|
(680,180
|
)
|
Total stockholders’ deficit
|
|
|
(6,768,359
|
)
|
|
|
(1,527,494
|
)
|
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
|
$
|
427,179
|
|
|
$
|
357,926
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
||||||||||
|
|
September 30,
|
|
|
September 30,
|
|
||||||||||
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
NET REVENUES
|
|
$
|
132,000
|
|
|
$
|
41
|
|
|
$
|
132,000
|
|
|
$
|
8,833
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of revenue
|
|
|
32,722
|
|
|
|
-
|
|
|
|
32,722
|
|
|
|
69,198
|
|
Research and development expenses
|
|
|
2,600
|
|
|
|
2,600
|
|
|
|
7,800
|
|
|
|
7,800
|
|
Depreciation
|
|
|
17,752
|
|
|
|
487
|
|
|
|
19,941
|
|
|
|
1,461
|
|
General and administrative
|
|
|
293,318
|
|
|
|
34,234
|
|
|
|
545,330
|
|
|
|
131,177
|
|
General and administrative, related parties
|
|
|
90,000
|
|
|
|
60,000
|
|
|
|
240,000
|
|
|
|
180,000
|
|
Professional fees
|
|
|
18,759
|
|
|
|
10,626
|
|
|
|
74,015
|
|
|
|
30,125
|
|
Total operating expenses
|
|
|
455,151
|
|
|
|
107,947
|
|
|
|
919,808
|
|
|
|
419,761
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Loss) from operations
|
|
|
(323,151
|
)
|
|
|
(107,906
|
)
|
|
|
(787,808
|
)
|
|
|
(410,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other income (expense)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense
|
|
|
(2,522,952
|
)
|
|
|
(750,913
|
)
|
|
|
(4,453,057
|
)
|
|
|
(811,635
|
)
|
Loss on extinguishment of debt
|
|
|
-
|
|
|
|
(271,448
|
)
|
|
|
-
|
|
|
|
(271,448
|
)
|
Change in fair value of derivative liability
|
|
|
-
|
|
|
|
54,084
|
|
|
|
-
|
|
|
|
(28,845
|
)
|
Total other income (expense)
|
|
|
(2,522,952
|
)
|
|
|
(968,277
|
)
|
|
|
(4,453,057
|
)
|
|
|
(1,111,928
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
(2,846,103
|
)
|
|
$
|
(1,076,183
|
)
|
|
$
|
(5,240,865
|
)
|
|
$
|
(1,522,856
|
)
|
Less: net income (loss) attributable to Non-controlling interest
|
|
|
13,841
|
|
|
|
(33,730
|
)
|
|
|
(66,233
|
)
|
|
|
(132,435
|
)
|
Net income (loss) attributable to GZ6G Technologies Corp.
|
|
$
|
(2,859,944
|
)
|
|
$
|
(1,042,453
|
)
|
|
$
|
(5,174,632
|
)
|
|
$
|
(1,390,421
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted net loss per common share
|
|
$ |
(0.13 |
) |
|
$ |
(0.22 |
) |
|
$ |
(0.27 |
) |
|
$ |
(0.29 |
) |
Weighted average shares, basic and diluted
|
|
|
22,793,357
|
|
|
|
4,799,111
|
|
|
|
19,203,614
|
|
|
|
4,799,111
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Series A
Preferred Stock
|
|
|
Series B
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
Non-
controlling |
|
|
Total
Stockholders’
|
|||||||||||||||||||||||
|
|
Shares
|
|
|
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Interest
|
|
|
Deficit
|
|||||||||||
Balance December 31, 2020
|
|
|
5,000,000
|
|
|
|
|
|
|
$
|
20,000
|
|
|
|
1
|
|
|
$
|
-
|
|
|
|
12,793,357
|
|
|
$
|
12,793
|
|
|
$
|
5,180,816
|
|
|
$
|
(6,060,923
|
)
|
|
$
|
(680,180
|
)
|
|
$(1,527,494)
|
|
Net income (loss)
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(436,026
|
)
|
|
|
(42,019
|
)
|
|
(478,045)
|
|
Balance, March 31, 2021
|
|
|
5,000,000
|
|
|
|
|
|
|
|
20,000
|
|
|
|
1
|
|
|
|
-
|
|
|
|
12,793,357
|
|
|
|
12,793
|
|
|
|
5,180,816
|
|
|
|
(6,496,949
|
)
|
|
|
(722,199
|
)
|
|
(2,005,539)
|
|
Shares issued to acquire additional interest in subsidiary
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,000,000
|
|
|
|
10,000
|
|
|
|
(142,649
|
)
|
|
|
-
|
|
|
|
132,649
|
|
|
-
|
|
Net income (loss)
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,878,662
|
)
|
|
|
(38,055
|
)
|
|
(1,916,717)
|
|
Balance, June 30, 2021
|
|
|
5,000,000
|
|
|
|
|
|
|
|
20,000
|
|
|
|
1
|
|
|
|
-
|
|
|
|
22,793,357
|
|
|
|
22,793
|
|
|
|
5,038,167
|
|
|
|
(8,375,611
|
)
|
|
|
(627,605
|
)
|
|
(3,922,256)
|
|
Net income (loss)
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(2,859,944
|
)
|
|
|
13,841
|
|
|
(2,846,103)
|
|
Balance, September 30, 2021
|
|
|
5,000,000
|
|
|
|
|
|
|
$
|
20,000
|
|
|
|
1
|
|
|
$
|
-
|
|
|
|
22,793,357
|
|
|
$
|
22,793
|
|
|
$
|
5,038,167
|
|
|
$
|
(11,235,555
|
)
|
|
$
|
(613,764
|
)
|
|
$(6,768,359)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
|
|
Series A
Preferred Stock
|
|
|
Series B
Preferred Stock
|
|
|
Common Stock
|
|
|
Additional
Paid-in
|
|
|
Accumulated
|
|
|
Non-
controlling |
|
|
Total
Stockholders’
|
|
|||||||||||||||||||
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
Deficit
|
|
|
Interest
|
|
|
Deficit
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance, December 31, 2019
|
|
|
5,000,000
|
|
|
$
|
20,000
|
|
|
|
1
|
|
|
$
|
-
|
|
|
|
4,799,111
|
|
|
$
|
4,799
|
|
|
$
|
273,656
|
|
|
$
|
(1,310,979
|
)
|
|
$
|
(505,284
|
)
|
|
$
|
(1,517,808
|
)
|
Derivative liability reclassified upon debt paid
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,584
|
|
|
|
-
|
|
|
|
-
|
|
|
|
10,584
|
|
Net income (loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(230,630
|
)
|
|
|
(67,146
|
)
|
|
|
(297,776
|
)
|
Balance, March 31, 2020
|
|
|
5,000,000
|
|
|
|
20,000
|
|
|
|
1
|
|
|
|
-
|
|
|
|
4,799,111
|
|
|
|
4,799
|
|
|
|
284,240
|
|
|
|
(1,541,609
|
)
|
|
|
(572,430
|
)
|
|
|
(1,805,000
|
)
|
Net income (loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(117,338
|
)
|
|
|
(31,559
|
)
|
|
|
(148,897
|
)
|
Balance, June 30, 2020
|
|
|
5,000,000
|
|
|
$
|
20,000
|
|
|
|
1
|
|
|
$
|
-
|
|
|
|
4,799,111
|
|
|
$
|
4,799
|
|
|
$
|
284,240
|
|
|
$
|
(1,658,947
|
)
|
|
$
|
(603,989
|
)
|
|
$
|
(1,953,897
|
)
|
Net income (loss)
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(1,042,453
|
)
|
|
|
(33,730
|
)
|
|
|
(1,076,183
|
)
|
Balance, September 30, 2020
|
|
|
5,000,000
|
|
|
$
|
20,000
|
|
|
|
1
|
|
|
$
|
-
|
|
|
|
4,799,111
|
|
|
$
|
4,799
|
|
|
$
|
284,240
|
|
|
$
|
(2,701,400
|
)
|
|
$
|
(637,719
|
)
|
|
$
|
(3,030,080
|
)
|
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended
September 30, |
|
|||||
|
|
2021
|
|
|
2020
|
|
||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(5,240,865
|
)
|
|
$
|
(1,522,856
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
Amortization of debt discount and issuance cost
|
|
|
4,373,277
|
|
|
|
804,004
|
|
Fair value adjustments to derivative liability
|
|
|
-
|
|
|
|
28,845
|
|
Loss upon extinguish of debt
|
|
|
-
|
|
|
|
271,448
|
|
Amortization of right of use assets
|
|
|
520
|
|
|
|
-
|
|
Fixed assets reclassify to advertising expense
|
|
|
4,990
|
|
|
|
-
|
|
Depreciation
|
|
|
19,941
|
|
|
|
1,461
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
(Increase) decrease in prepaid expenses
|
|
|
4,507
|
|
|
|
7,800
|
|
(Increase) decrease in other current assets
|
|
|
(10,436
|
)
|
|
|
7,398
|
|
Increase in accounts payable
|
|
|
46,990
|
|
|
|
57,621
|
|
Increase in related party payables
|
|
|
149,367
|
|
|
|
153,324
|
|
Increase (decrease) in customer deposits
|
|
|
(132,000
|
)
|
|
|
65,000
|
|
Net cash provided by (used in) operating activities
|
|
|
(783,709
|
)
|
|
|
(125,955
|
)
|
|
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
|
|
Purchase of equipment
|
|
|
(176,690
|
)
|
|
|
-
|
|
Net cash used in investing activities
|
|
|
(176,690
|
)
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Proceeds from debt, related party
|
|
|
-
|
|
|
17,882
|
|
|
(Repayment) of debt, related party
|
|
|
(151,854
|
)
|
|
|
-
|
|
Proceeds from debt
|
|
|
-
|
|
|
|
89,450
|
|
Proceeds from convertible notes
|
|
|
900,000
|
|
|
|
-
|
|
Proceeds from subscription receivable
|
|
|
150,000
|
|
|
|
-
|
|
Repayment of convertible notes
|
|
|
-
|
|
|
|
(8,607
|
)
|
Net cash provided by financing activities
|
|
|
898,146
|
|
|
|
98,725
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash
|
|
|
(62,253
|
)
|
|
|
(27,230
|
)
|
Cash-beginning of period
|
|
|
180,544
|
|
|
|
30,359
|
|
Cash-end of period
|
|
$
|
118,291
|
|
|
$
|
3,129
|
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
-
|
|
|
$
|
1,393
|
|
Income taxes paid
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
|
Stock-settled debt liability
|
|
$
|
9,710,674
|
|
|
$
|
1,204,000
|
|
Initial measurement of right to use assets and lease liability
|
|
$
|
157,462
|
|
|
$
|
-
|
|
|
|
September 30,
2021, |
|
|
September 30,
2020 |
|
||
Convertible Notes
|
|
|
4,871,812
|
|
|
|
1,283,184
|
|
Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred)
|
|
|
50,000,000
|
|
|
|
50,000,000
|
|
Total
|
|
|
54,871,812
|
|
|
|
51,283,184
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
Office equipment
|
|
$
|
116,600
|
|
|
$
|
23,618
|
|
Leaseholder improvement
|
|
|
33,038
|
|
|
|
-
|
|
Software
|
|
|
45,680
|
|
|
|
-
|
|
Less: accumulated depreciation and amortization
|
|
|
(34,957
|
)
|
|
|
(15,016
|
)
|
Total property and equipment, net
|
|
$
|
160,361
|
|
|
$
|
8,602
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
Reseller agreement
|
|
$
|
3,467
|
|
|
$
|
11,267
|
|
Other expenses
|
|
|
3,293
|
|
|
|
-
|
|
|
|
$
|
6,760
|
|
|
$
|
11,267
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
Security deposits
|
|
$
|
14,691
|
|
|
$
|
4,255
|
|
Other deposits and receivables
|
|
|
1,258
|
|
|
|
1,258
|
|
|
|
$
|
15,949
|
|
|
$
|
5,513
|
|
|
|
|
|
|
|
|
|
|
●
|
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.
|
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
|
|
|
|
|
|
|
||
SBA Loan
|
|
$
|
44,000
|
|
|
$
|
44,000
|
|
PPP Loan
|
|
|
45,450
|
|
|
|
45,450
|
|
Total
|
|
|
89,450
|
|
|
|
89,450
|
|
Current portion
|
|
|
(45,450
|
)
|
|
|
-
|
|
Debt, long term
|
|
$
|
44,000
|
|
|
$
|
89,450
|
|
|
|
|
|
|
|
|
|
|
Interest accrued, reflected as accounts payable
|
|
$
|
2,880
|
|
|
$
|
1,310
|
|
|
|
|
|
|
|
|
|
|
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
Principal issued
|
|
$
|
950,000
|
|
|
$
|
50,000
|
|
Stock-settled liability
|
|
|
9,874,778
|
|
|
|
164,104
|
|
Deferred finance Costs
|
|
|
10,824,778
|
|
|
|
214,104
|
|
Unamortized debt discount
|
|
|
(5,498,761
|
)
|
|
|
(161,364
|
)
|
Debt carrying value
|
|
$
|
5,326,017
|
|
|
$
|
52,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
|
|
|
Nine Months Ended
|
|
||||||||||
|
|
September 30,
|
|
|
September 30,
|
|
||||||||||
|
|
2021
|
|
|
2020
|
|
|
2021
|
|
|
2020
|
|
||||
Interest expense on notes
|
|
$
|
19,157
|
|
|
$
|
-
|
|
|
$
|
35,551
|
|
|
$
|
-
|
|
Amortization of debt discount
|
|
|
2,488,984
|
|
|
|
-
|
|
|
|
4,373,277
|
|
|
|
-
|
|
Total:
|
|
$
|
2,508,141
|
|
|
$
|
-
|
|
|
$
|
4,408,828
|
|
|
$
|
-
|
|
Balance, December 31, 2020
|
|
$
|
66
|
|
Interest expense on the convertible notes
|
|
|
35,551
|
|
Balance, September 30, 2021
|
|
$
|
35,617
|
|
|
|
|
|
|
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
Customer receivables (1)
|
|
$
|
-
|
|
|
$
|
-
|
|
Contract liabilities (Customer deposits) (2), (a), (b), (c)
|
|
$
|
155,000
|
|
|
$
|
287,000
|
|
(1)
|
While the Company has outstanding customer invoices for a total of $1,395,000 and $1,460,000 (net of customer deposits received of $155,000 and $287,000, respectively as at September 30, 2021 and December
31, 2020), these 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.
|
Balance at December 31, 2020, Debt, related party
|
|
$
|
1,217,579
|
|
Payments on loan
|
|
|
(151,854
|
)
|
Balance at September 30, 2021, Debt, related party.
|
|
$
|
1,065,725
|
|
|
|
September 30,
2021 |
|
|
December 31,
2020 |
|
||
Coleman Smith, President
|
|
$
|
17,085
|
|
|
$
|
-
|
|
Interest payable
|
|
|
42,282
|
|
|
|
|
|
ELOC Holdings Corp.
|
|
|
90,000
|
|
|
|
-
|
|
Terrence Flowers
|
|
|
110
|
|
|
|
110
|
|
|
|
$
|
149,477
|
|
|
$
|
110
|
|
(1)
|
On April 2, 2019, a vendor of the Company, the “Plaintiff” filed a complaint against the Company’s 60% controlled subsidiary, Green Zebra, in the Superior Court of California, Orange County for unpaid
invoices related to services and products sold in fiscal 2017, including reasonable value in the amount of $61,899.62. The Court approved a default judgement on January 23, 2020 with respect to the aforementioned claim, including the
following:
|
|
|
|
|
|
Damages
|
|
$
|
61,890
|
|
Prejudgment interest at the annual rate of 10%
|
|
|
9,835
|
|
Attorney fees
|
|
|
1,200
|
|
Other costs
|
|
|
505
|
|
Total judgement value
|
|
$
|
73,430
|
|
(2)
|
On August 10, 2019, the Company’s CEO, Mr. William Coleman Smith, entered into a lease agreement with IAC Apartment Development JV LLC to lease space at 861 Tularosa, Irvine, California for a one-year term
at a rental rate of $3,455 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp. Green Zebra will use the space for its operations. On April 1, 2020, the landlord and the Company agreed to a rental deferment
agreement to defer the rental costs by 50% as a result of COVID-19. The monthly rent commencing April 1, 2020 was $1,727 plus utilities. The rental deferment ended on June 1, 2020. The original lease expired on August 9, 2020 and was
renewed on expiry for another one-year term at a reduced rate of $3,350 per month. On August 16, 2021 the Company renewed a lease for a further one-year term at a rental rate of $3,620 per month, plus utilities, for the Company’s
subsidiary, Green Zebra Media Corp. The Company has elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on a straight-line
basis
|
(3)
|
On September 14, 2020, GZMC entered into a WiFi Media Solution Agreement (the “Media Agreement”) with a city in Iowa in regard to a city owned location (“venue location”) whereby GZMC was granted rights to
provide sponsorship advertising, performance marketing and professional services. Under the terms of the Media Agreement, GZMC must pay fees to the city commencing in 2021 at an annual rate of $94,000 per annum for a period of 5 years.
The parties will review the initial payment due in 2021 based on the utilization of the venue location due to COVID-19 restrictions. GZMC is anticipating the start date for this project to occur before close of fiscal 2021 based on
acquiring the various bonds and licenses as may be required and completion of the required services and equipment under the terms of the agreement.
|
(4)
|
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. 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 $157,462, which
represented the present value of the remaining minimum lease payments using an estimated incremental borrowing rate of 6.75% on June 1, 2021. Total future payments are $156,992 and imputed interest is $7,741, leaving lease liabilities of
$124,338 as at September 30, 2021.
|
(5)
|
On April 25, 2021, the Company entered into an Equity Purchase Agreement with World Amber Corp., whereby the Company agreed to sell to World Amber Corp up to 16,666,667 shares of the Company’s common stock
for a maximum commitment amount of $5,000,000 at $0.30 per share. The Company has submitted a registration statement on Form S-1 to the Securities and Exchange Commission in order facilitate this funding agreement which was deemed
effective on September 24, 2021.
|
Damages
|
$
|
61,899.62
|
||
Prejudgment interest at the annual rate of 10%
|
9,835.15
|
|||
Attorney fees
|
1,200
|
|||
Other costs
|
505
|
|||
$
|
73,439.77
|
• |
for any breach of the director’s duty of loyalty to the Company or its stockholders;
|
• |
for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of the law;
|
• |
under Nevada Revised Statutes for the unlawful payment of dividends; or
|
• |
for any transaction from which the director derives an improper personal benefit.
|
Securities and Exchange Commission Registration Fee (fee rounded to next whole dollar)
|
$1,086
|
Audit Fees and Expenses
|
$1,000
|
Legal Fees and Expenses
|
$8,333
|
Transfer Agent and Registrar Fees and Expenses
|
$8,500
|
Edgar Filing Fees
|
$5,000
|
Miscellaneous Expenses
|
$26,081
|
Total
|
$50,000
|
a. |
willful failure to deal fairly with the corporation or its shareholders in connection with a matter in which the director has a material conflict of interest;
|
b. |
a violation of criminal law unless the director had reasonable cause to believe that her or her conduct was lawful or no reasonable cause to believe that her or her conduct was unlawful;
|
c. |
a transaction from which the director derived an improper personal profit; and
|
d. |
willful misconduct.
|
(a) |
Include any prospectus required by Section 10(a)(3) of the Securities Act;
|
(b) |
Reflect in the prospectus any facts or events which, individually or together, represent a fundamental change in thsecurities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the
volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective Registration Statement; and
|
(c) |
Include any additional or changed material information on the plan of distribution.
|
|
GZ6G Technologies Corp.
|
|
|
|
|
|
By:
|
/s/William Coleman Smith |
|
Name:
|
William Coleman Smith
|
|
Title:
|
Chief Executive Officer
|
Name
|
Position
|
Date
|
||
/s/William Coleman Smith
|
Chief Executive Officer
|
February 17 , 2022 |
||
William Coleman Smith
|
||||
/s/William Coleman Smith
|
Chief Financial Officer (Principal Financial and Accounting Officer
|
February 17 , 2022
|
||
William Coleman Smith
|
||||
/s/William Coleman Smith
|
Director
|
February 17 , 2022
|
||
William Coleman Smith
|
||||
/s/Brian Scott Hale |
Director |
February 17 , 2022 | ||
Brian Scott Hale | ||||
/s/William Ray Procniak |
Director |
February 17 , 2022 | ||
William Ray Procniak |
1 Year GZ6GTechnologies (CE) Chart |
1 Month GZ6GTechnologies (CE) Chart |
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