Securities Registration (section 12(g)) (8-a12g)

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UNITED STATES

SECURITIES EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF THE

SECURITIES EXCHANGE ACT OF 1934

GZ6G TECHNOLOGIES CORP

(Exact name of registrant as specified in its charter)

Nevada		20-0452700
(State of incorporation or organization)		(IRS Employer or Identification No.)
1 Technology Drive, Building B, Suite B123 Irvine, California 92618
(Address of principal executive offices) (Zip code)

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

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box [ ]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d), check the following box [X]

Securities Act registration statement file number to which this form relates: File No. 333-256224 (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: common stock, $0.001 par value

Item 1. Description of Registrant’s Securities to be Registered.

A description of the common stock to be registered hereunder is contained in the section entitled “Description of Securities” in the Prospectus included in GZ6G Technologies Corp (the “Company”) Registration Statement on Form S-1 (Registration No. 333-256224) initially filed with the Securities and Exchange Commission on May 17, 2021, and Effective on September 24, 2021 (the “Registration Statement”). This information is incorporated herein by reference. Any form of prospectus or prospectus supplement to the Registration Statement that includes such descriptions and that are filed subsequently to the Registration Statement are hereby also incorporated by reference herein.

The Company is authorized to issue 500,000,000 shares of common stock, par value $0.001 per share, of which 27,414,569 shares are issued and outstanding as of June 8, 2022.  Each holder of shares of our common stock is entitled to one vote for each share held of record on all matters submitted to the vote of shareholders, including the election of directors.  The holders of shares of common stock have no preemptive, conversion, subscription, or cumulative voting rights.  There is no provision in our Articles of Incorporation or By-laws that would delay, defer or prevent a change of control.

Item 2.  Exhibits

3.1  Certificate of Amendment to Articles of Incorporation, Amended and Restated – Incorporated herein by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1, filed with the SEC on May 17, 2021.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities and Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

GZ6G TECHNOLOGIES CORP

Date: June 9, 2022	By:	/s/William Coleman Smith
		William Coleman Smith
		Chief Executive Officer