GZ6G Technologies Corp. (Form: 8-K, Received: 10/17/2022 16:54:17)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT PURSUANT

TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 14, 2022 (September 1, 2022)

GZ6G TECHNOLOGIES CORP.

(Exact name of Company as specified in its charter)

Nevada

000-51007

20-0452700

(State or other jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer Identification

Number)

	1 Technology Drive, Bldg B, Suite B123 Irvine, California 92618
	(Address of principal executive offices)

	(949) 872-1965
	(Company's Telephone Number)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ☐

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

Section 3 – Securities and Trading Markets

Item 3.02 – Unregistered Sales of Equity Securities

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

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

A full copy of the Board Resolution and the Promissory Note are filed herewith as exhibits to this Form 8-K.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

The foregoing description of the share-based compensation issued to each of William Coleman Smith, Brian Scott Hale and William Procanik as set out in Item 3.02 above is incorporated herein.

Section 9 – Financial Statements and Exhibits

Item 9.01 – Exhibits

10.1	Board and Majority Shareholder Resolution dated September 1, 2022
10.2	Consolidated Promissory Note dated December 31, 2020.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

About GZ6G Technologies:

GZ6G Technologies is the complete enterprise smart solutions provider for large venues and cities. OTCMarkets: (OTCQB: GZIC)

GZ6G Technologies is focused on acquiring smart city solutions, developing innovative products, and overseeing smart cities and smart venues, and modernizing facilities and buildings operations with emerging 5G and Wi-Fi 6 technologies. Target markets include stadiums, airports, universities, and smart city projects.

GZ6G Technologies comprises four departments: Green Zebra Smart Labs: Software planning and development of applications integrated for enterprises, cities, stadiums, universities, commercial, and industrial technologies to optimize user engagement and streamline experiences. Solutions are powered by artificial intelligence, machine learning, data analytics for historical data, operation forecasting, and predictive monetization strategies. Green Zebra Smart Networks: Integrated wireless and IT consulting and infrastructure management for enterprise and mid-size organizations. Green Zebra technical teams will also provide technical support, cybersecurity, and procurement of networking hardware and software for enterprise-level clients. Green Zebra Smart Data: Cloud, hybrid, and on-premise Storage and multilayer security of servers for cloud computing solutions and remote management systems for co-location and hosting options for venues, cities, and customers. Green Zebra Smart Media: full-service marketing and advertising agency for cities, stadiums, and large venues to utilize digital media across the Green Zebra media network. Media trafficking and media placement powered by Green Zebra Labs data analytics and software. Since 2017, GZ6G Technologies is the trusted, smart solutions provider for clients such as Governor’s Island, NY, and the city of New York and the city of West Des Moines, Iowa.

FORWARD LOOKING STATEMENTS

Certain statements in this Current Report Form 8-K may contain forward-looking statements that involve numerous risks and uncertainties which may be difficult to predict. The statements contained in this Current Report Form 8-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21E of the Exchange Act, including, without limitation, the management of the Company and the Company's expectations, beliefs, strategies, objectives, plans, intentions and similar matters. All forward-looking statements included in this Current Report Form 8-K are based on information available to the Company on the date hereof. In some cases, you can identify forward-looking statements by terminology such as "may," "can," "will," "should," "could," "expects," "plans," "anticipates," "intends," "believes," "estimates," "predicts," "potential," "targets," "goals," "projects," "outlook," "continue," "preliminary," "guidance," or variations of such words, similar expressions, or the negative of these terms or other comparable terminology.

Forward-looking statements involve a number of risks and uncertainties, and actual results or events may differ materially from those projected or implied in those statements.

Although we believe that the assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove to be inaccurate. We can give no assurance that the results contemplated in the forward-looking statements will be realized. The inclusion of this forward-looking information should not be construed as a representation by the Company or any person that the future events, plans, or expectations contemplated by our company will be achieved.

We caution against placing undue reliance on forward-looking statements, which contemplate our current beliefs and are based on information currently available to us as of the date a particular forward-looking statement is made. Any and all such forward-looking statements are as of the date of this Current Report Form 8-K. We undertake no obligation to revise such forward-looking statements to accommodate future events, changes in circumstances, or changes in beliefs, except as required by law. In the event that we do update any forward-looking statements, no inference should be made that we will make additional updates with respect to that particular forward-looking statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements may appear in the Company's public filings with the SEC, which are available to the public at the SEC's website at www.sec.gov.

SIGNATURE

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

	GZ6G TECHNOLOGIES CORP

Date: October 17, 2022	By:	/s/ William Coleman Smith
		Name: William Coleman Smith
		Title: President

EXHIBIT 10.1

EXHIBIT 10.2

PROMISSORY NOTE

Consolidation of Previous Notes, Advances, Fees and Accounts Payable

Borrower:

GZ6G Technologies Corporation, of 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (“Borrower”)

Lender:

William Coleman Smith, of 25422 Trabucco Road, Suite 105-275, Lake Forest, CA 92630

and

ELOC Holdings Corp., of

hereinafter collectively referred to as “Lender”.

Principal Amount:

$1,217,579 USD

Date: December 31, 2020

1.

WHEREAS, THE PARTIES AGREED to retroactively, as of January 1, 2020, allocate interest in the amount of 5% per annum, to loan advances, wages, and management fees payable to Mr. William Coleman Smith.

2.

FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of One Million Two Hundred Seventeen Thousand Five Hundred Seventy-Nine Dollars ($1,217,579 USD), with interest payable on the unpaid principal at the rate of 5% percent per annum.

3.

This is a consolidation of prior notes, advances payable and accrued interest (“Consolidated Note”) between the Company, William Coleman Smith, and ELOC Holdings Corp. including all amounts outstanding and payable to ELOC and Mr. Smith at January 1, 2020, and any and all additions through December 31, 2020, pursuant to a Board of Director’s Resolution authorizing consolidation of all outstanding balances owed to Mr. Smith and to ELOC Holdings Corp.

4.

All previous notes shall be cancelled upon issuance of this Consolidated Note.

5.

The term of this Consolidated Note will be one year, and one day and due on January 1, 2022. However, no payments shall be made toward this Consolidated Note without approval from the Board of Directors.

6.

At any time while not in default under this Consolidated Note, the Borrower may pay the outstanding balance then owing under this Consolidated Note to the Lender without further bonus or penalty.

7.

If any term, covenant, condition or provision of this Consolidated Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Note will in no way be affected, impaired or invalidated as a result.

8.

This Consolidated Note will be construed in accordance with and governed by the laws of the State of California.

9.

This Consolidated Note will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Borrower and the Lender. The Borrower waives presentment for payment, notice of non-payment, protest and notice of protest.

IN WITNESS WHEREOF the Borrower has duly affixed its signature by a duly authorized officer under seal on this 31^st day of December 2020.

SIGNED AND DELIVERED

this 31^st day of December 2020.

GZ6G TECHNOLOGIES CORP

Per: /s/ William Coleman Smith

	1.	WHEREAS, THE PARTIES AGREED to retroactively, as of January 1, 2020, allocate interest in the amount of 5% per annum, to loan advances, wages, and management fees payable to Mr. William Coleman Smith.

	2.	FOR VALUE RECEIVED, The Borrower promises to pay to the Lender at such address as may be provided in writing to the Borrower, the principal sum of One Million Two Hundred Seventeen Thousand Five Hundred Seventy-Nine Dollars ($1,217,579 USD), with interest payable on the unpaid principal at the rate of 5% percent per annum.

	3.	This is a consolidation of prior notes, advances payable and accrued interest (“Consolidated Note”) between the Company, William Coleman Smith, and ELOC Holdings Corp. including all amounts outstanding and payable to ELOC and Mr. Smith at January 1, 2020, and any and all additions through December 31, 2020, pursuant to a Board of Director’s Resolution authorizing consolidation of all outstanding balances owed to Mr. Smith and to ELOC Holdings Corp.

	4.	All previous notes shall be cancelled upon issuance of this Consolidated Note.

	5.	The term of this Consolidated Note will be one year, and one day and due on January 1, 2022. However, no payments shall be made toward this Consolidated Note without approval from the Board of Directors.

	6.	At any time while not in default under this Consolidated Note, the Borrower may pay the outstanding balance then owing under this Consolidated Note to the Lender without further bonus or penalty.

	7.	If any term, covenant, condition or provision of this Consolidated Note is held by a court of competent jurisdiction to be invalid, void or unenforceable, it is the parties' intent that such provision be reduced in scope by the court only to the extent deemed necessary by that court to render the provision reasonable and enforceable and the remainder of the provisions of this Note will in no way be affected, impaired or invalidated as a result.

	8.	This Consolidated Note will be construed in accordance with and governed by the laws of the State of California.

	9.	This Consolidated Note will enure to the benefit of and be binding upon the respective heirs, executors, administrators, successors and assigns of the Borrower and the Lender. The Borrower waives presentment for payment, notice of non-payment, protest and notice of protest.