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 Each Class
of Securities 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
|
16,666,667
|
$0.30
|
$5,000,000
|
$545.50
|
Common Stock, $0.001 par value per share, selling stockholders (3)
|
3,589,744
|
$0.195
|
$700,000
|
$76.37
|
Total
|
20,256,411
|
$5,700,000
|
$621.87
|
(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 $0.0001091
|
(3)
|
The Company has already received the proceeds from the selling stockholders in full as at the date of this Offering.
|
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
|
$0.30
|
Not Applicable
|
$5,000,000.00
|
$3,750,000.00
|
$2,500,000.00
|
Total
|
$0.30
|
Not Applicable
|
$5,000,000.00
|
$3,750,000.00
|
$2,500,000.00
|
(1)
|
Offering expenses expected to be $80,000 will be borne by the Company and not deducted from Gross proceeds.
|
|
Page
|
|
5
|
7
|
|
8
|
|
18
|
|
21
|
|
21
|
|
22
|
|
23
|
|
25
|
|
40
|
|
41
|
|
41
|
|
48
|
|
50
|
|
52
|
|
53
|
|
55
|
|
56
|
|
57
|
|
57
|
|
57
|
|
57
|
|
58
|
|
58
|
|
59
|
|
60
|
The Issuer
|
GZ6G Technologies Corp.
|
|
Number of Shares
Currently Outstanding
|
22,793,357 Common Shares
|
|
Securities being offered
|
The selling stockholders identified in this prospectus may offer and sell up to 16,666,667 shares of our common stock to be sold by World Amber Corp (WAC), a Nevada corporation, pursuant
to the Equity Purchase Agreement. The 16,666,667 shares of common stock registered for resale by WAC represent approximately 73% of our current issued and outstanding shares of common stock, which totals 22,793,357, as of May 14, 2021, and
will represent 39% of the fully diluted outstanding common stock assuming all 16,666,667 shares are issued under this Offering, and including 3,589,744 shares being registered for resale by selling stockholder, eSilkroad, for which the
Company has received $700,000 pursuant to a Loan Treaty Agreement.. Neither Mr. Yohanan Aharon, the controlling shareholder of World Amber Corp., nor eSilkroad will hold more than 9.99% of the issued and outstanding shares of our Common
Stock at any one time.
The Company has already received proceeds of $700,000 under the terms of a Loan Treaty Agreement whereunder the holders may convert such proceeds into shares of Common Stock at $0.195 per
share for a total of 3,589,744 shares of common stock, which shares are being registered herein on behalf of selling stockholder eSilkroad Network Limited (“eSilkroad”), a Wyoming corporation controlled by Mr. Ruben Yakubov. The 3,589,744
shares of common stock registered for resale by eSilkroad represent approximately 16% of our current issued and outstanding shares of common stock, which totals 22,793,357, as of May 14, 2021, and will represent approximately 8% of the
fully diluted outstanding common stock assuming all 16,666,667 shares are issued under this Offering and including 3,589,744 shares being registered for resale by selling stockholder, eSilkroad.
|
|
Offering Price
|
The selling stockholders may sell all or a portion of the shares being offered pursuant to this prospectus at fixed prices, at prevailing market prices at the time of sale, at varying
prices or at negotiated prices
|
|
Public Market
|
We are currently traded on the OTC Pink 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 are offered for a period of twelve 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 22,793,357 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 0 Warrants issued as of the date of this prospectus.
|
|
Registration Costs
|
We estimate our total costs relating to the registration herein to be approximately $80,000.
|
|
Net Proceeds to the Company
|
We are offering 16,666,667 shares of Common Stock, $0.001 par value at an offering price of $0.30 per Share for maximum net proceeds to the Company of $5,000,000 if all the shares are sold. Offering costs
expected to be $80,000 will be borne by the Company and not deducted from Gross proceeds. The full subscription price on sale of each share of Common Stock will be payable at the time of subscription and any such funds received from
investors in this Offering will be released to the Company when subscriptions are received and accepted. We are also registering a total of 3,589,744 shares of Common Stock issuable in connection with proceeds received by the Company prior
to the date of the Offering under the terms of a Loan Treaty Agreement totaling $700,000 which are convertible into shares of Common Stock at $0.195 per share.
|
|
Use of Proceeds
|
We will not receive any proceeds from the sale of the shares of our common stock by the selling stockholders, WAC and eSilkroad. However, we will receive proceeds from our initial sale of
shares to WAC pursuant to the Equity Purchase Agreement. Proceeds of $700,000 have been received prior to the date of this Offering from eSilkroad. We will pay for expenses of this offering, except that the selling stockholders will pay any
broker discounts or commissions or equivalent expenses applicable to the sale of their shares.
|
|
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
|
$
|
600,000
|
$
|
450,000
|
$
|
300,000
|
$
|
150,000
|
$
|
60,000
|
||||||||||
Data Center Facilities Construction & Set-Up
|
$
|
1,300,000
|
$
|
975,000
|
$
|
650,000
|
$
|
300,000
|
$
|
130,000
|
||||||||||
Managed Services NOC Center Construction Set-Up
|
$
|
700,000
|
$
|
525,000
|
$
|
350,000
|
$
|
150,000
|
$
|
70,000
|
||||||||||
Operational Capital (Inventory, Equipment, etc.)
|
$
|
350,000
|
$
|
265,000
|
$
|
175,000
|
$
|
87,500
|
$
|
35,000
|
||||||||||
Office Lease(s)
|
$
|
250,000
|
$
|
187,500
|
$
|
125,000
|
$
|
62,500
|
$
|
25,000
|
||||||||||
Office Furniture, Fixtures, Computers
|
$
|
350,000
|
$
|
265,000
|
$
|
175,000
|
$
|
150,000
|
$
|
35,000
|
||||||||||
Hiring Management, Administrative, Engineering, Sales, and Marketing Staff
|
$
|
1,100,000
|
$
|
820,000
|
$
|
550,000
|
$
|
250,000
|
$
|
110,000
|
||||||||||
Legal – Patents & Trademarks
|
$
|
100,000
|
$
|
75,000
|
$
|
50,000
|
$
|
37,500
|
$
|
10,000
|
||||||||||
Accounting, Filings, Insurance, Compliance
|
$
|
150,000
|
$
|
112,500
|
$
|
75,000
|
$
|
37,500
|
$
|
15,000
|
||||||||||
Miscellaneous
|
$
|
100,000
|
$
|
75,000
|
$
|
50,000
|
$
|
25,000
|
$
|
10,000
|
||||||||||
TOTAL
|
$
|
5,000,000
|
$
|
3,750,000
|
$
|
2,500,000
|
$
|
1,250,000
|
$
|
500,000
|
(1)
|
Offering expenses expected to be $80,000 will be borne by the Company and not deducted from Gross proceeds.
|
•
|
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
|
16,666,667
|
100%
|
$5,000,000
|
100%
|
$0.30
|
Purchase of Shares (1)
|
3,589,744
|
100%
|
$700,000
|
100%
|
$0.195
|
Total
|
20,256,411
|
100%
|
$5,700,000
|
100%
|
(1)
|
As of the date of this Offering proceeds totaling $700,000 have been received under the terms of the Loan Treaty Agreement
|
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
|
$0.30
per share
|
$0.30
per share
|
$0.30
per share
|
$0.30
per share
|
$0.30
per share
|
Selling stockholders
|
$0.195
|
$0.195
|
$0.195
|
$0.195
|
$0.195
|
Net tangible book value at December 31, 2020 (1)(2)
|
($0.035)
per share
|
($0.035)
per share
|
($0.035)
per share
|
($0.035)
per share
|
($0.035)
per share
|
Net tangible book value after giving effect to the Offering and proceeds from Selling Stockholders (3)
|
$0.12
per share
|
$0.092
per share
|
$0.067
per share
|
$0.035
per share
|
$0.011
per share
|
Increase in net tangible book value per share attributable to cash payments made by new investors and selling stockholders
|
$0.147
per share
|
$0.127
per share
|
$0.102
per share
|
$0.070
per share
|
$0.046
per share
|
Per Share Dilution to New Investors
|
$0.188
per share
|
$0.208
per share
|
$0.233
per share
|
$0.265
per share
|
$0.289
per share
|
Percent Dilution to New Investors
|
63%
|
69%
|
78%
|
88%
|
96%
|
Per Share Dilution to Selling Stockholders
|
$0.083
per share
|
$0.103
per share
|
$0.128
per share
|
$0.160
per share
|
$0.184
per share
|
Percent Dilution to Selling Stockholders
|
43%
|
53%
|
66%
|
82%
|
94%
|
(1)
|
Net tangible book value excludes non-controlling interest;
|
(2)
|
Includes the proforma impact of 10,000,000 shares issued to our CEO and President, William Coleman Smith subsequent to December 31, 2020 for total issued and outstanding shares of 22,793,357 as of the date of the Offering
|
(3)
|
Net tangible book value after giving effect to Offering and proceeds from Selling Stockholders includes $5,000,000 from the Offering and $700,000 from the Selling Stockholders which proceeds were received as follows: $50,000 prior to
December 31, 2020 and the balance of $650,000 subsequent to December 31, 2020.
|
•
|
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
|
351,170
|
||||||
General and administrative, related parties
|
240,000
|
240,000
|
||||||
Professional fees
|
59,108
|
53,490
|
||||||
Total operating expenses
|
543,508
|
658,329
|
||||||
|
||||||||
(Loss) from operations
|
(534,621
|
)
|
(647,125
|
)
|
||||
|
||||||||
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
|
)
|
$
|
(775,578
|
)
|
||
Less: net income (loss) attributable to Non-controlling interest
|
$
|
(174,896
|
)
|
$
|
(161,672
|
)
|
||
Net income (loss) attributable to GZ6G Technologies Corp.
|
$
|
(4,749,944
|
)
|
$
|
(613,906
|
)
|
Three Months Ended
March 31,
|
||||||||
|
2021
|
2020
|
||||||
|
||||||||
OPERATING EXPENSES
|
||||||||
Cost of revenue
|
-
|
64,994
|
||||||
Research and development expenses
|
2,600
|
2,600
|
||||||
Depreciation
|
586
|
487
|
||||||
General and administrative
|
68,624
|
68,607
|
||||||
General and administrative, related parties
|
60,000
|
60,000
|
||||||
Professional fees
|
42,156
|
5,389
|
||||||
Total operating expenses
|
173,966
|
202,077
|
||||||
|
||||||||
(Loss) from operations
|
(173,966
|
)
|
(193,331
|
)
|
||||
|
||||||||
Other income (expense)
|
||||||||
Interest expense
|
(304,079
|
)
|
(55,134
|
)
|
||||
Change in fair value of derivative liability
|
-
|
(49,311
|
)
|
|||||
Total other income (expense)
|
(304,079
|
)
|
(104,445
|
)
|
||||
Net income (loss)
|
$
|
(478,045
|
)
|
$
|
(297,776
|
)
|
||
Less: net income (loss) attributable to Non-controlling interest
|
(42,019
|
)
|
(67,146
|
)
|
||||
Net income (loss) attributable to GZ6G Technologies Corp.
|
$
|
(436,026
|
)
|
$
|
(230,630
|
)
|
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
|
March 31, 2021
|
March 31, 2020
|
|||||||
Net cash (used in) operating activities
|
(176,175
|
)
|
(24,231
|
)
|
||||
Net cash used in investing activities
|
(3,600
|
)
|
-
|
|
||||
Net cash provided by (used in) financing activities
|
413,146
|
(4,607
|
)
|
|||||
Increase (decrease) in cash
|
233,371
|
(28,838
|
)
|
|||||
Cash end of period
|
413,915
|
1,521
|
NAME
|
AGE
|
POSITION
|
William Coleman Smith
|
59
|
Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and 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
|
2019
|
$240,000
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
$240,000
|
William C. Smith
CEO, CFO,
Treasurer,
Secretary
|
2020
|
$240,000
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
-0-
|
$240,000
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
Pension
|
|
|
|
Fees
|
|
|
|
Value and
|
|
|
|
Earned
|
|
|
Non-Equity
|
Nonqualified
|
|
|
|
or
|
|
|
Incentive
|
Deferred
|
All
|
|
|
Paid in
|
Stock
|
Option
|
Plan
|
Compensation
|
Other
|
|
|
Cash
|
Awards
|
Awards
|
Compensation
|
Earnings
|
Compensation
|
Total
|
Name
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
William C. Smith
Director
|
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
|
12,500,000
|
5,000,000
|
1
|
50,000,000 shares of common stock as to Series A
Series B - No Rights of Conversion
|
|
54.8% Common
100% Series Preferred A
100% Series B Preferred
|
||||
Total
|
12,500,000
|
5,000,000
|
1
|
|
|
•
|
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.
|
|
|
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
|
(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.
|
|
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-22
|
|
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
|
$
|
161,333
|
$
|
94,951
|
||||
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
|
1,722,530
|
1,516,865
|
||||||
|
||||||||
Debt, net of current portion
|
89,450
|
-
|
||||||
Total liabilities
|
1,811,980
|
1,516,865
|
||||||
|
||||||||
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
|
(6,023,468
|
)
|
(1,273,524
|
)
|
||||
Total GZ6G Technologies Corp shareholders’ deficit
|
(809,859
|
)
|
(975,069
|
)
|
||||
Non-controlling interest
|
(644,195
|
)
|
(469,299
|
)
|
||||
Total stockholders’ deficit
|
(1,454,054
|
)
|
(1,444,368
|
)
|
||||
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
|
351,170
|
||||||
General and administrative, related parties
|
240,000
|
240,000
|
||||||
Professional fees
|
59,108
|
53,490
|
||||||
Total operating expenses
|
543,508
|
658,329
|
||||||
|
||||||||
(Loss) from operations
|
(534,621
|
)
|
(647,125
|
)
|
||||
|
||||||||
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
|
)
|
$
|
(775,578
|
)
|
||
Less: net income (loss) attributable to Non-controlling interest
|
(174,896
|
)
|
(161,672
|
)
|
||||
Net income (loss) attributable to GZ6G Technologies Corp.
|
$
|
(4,749,944
|
)
|
$
|
(613,906
|
)
|
||
|
||||||||
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
|
$
|
(659,618
|
)
|
$
|
(307,627
|
)
|
$
|
(785,324
|
)
|
||||||||||||||||||
Derivative liability reclassed upon debt paid
|
-
|
-
|
-
|
-
|
-
|
-
|
6,534
|
-
|
-
|
6,534
|
||||||||||||||||||||||||||||
Stock based Compensation
|
-
|
-
|
-
|
-
|
100,000
|
100
|
109,900
|
-
|
-
|
110,000
|
||||||||||||||||||||||||||||
Net income (loss)
|
-
|
-
|
-
|
-
|
-
|
-
|
-
|
(613,906
|
)
|
(161,672
|
)
|
(775,578
|
)
|
|||||||||||||||||||||||||
Balance, December 31, 2019
|
5,000,000
|
$
|
20,000
|
1
|
$
|
-
|
4,799,111
|
$
|
4,799
|
$
|
273,656
|
$
|
(1,273,524
|
)
|
$
|
(469,299
|
)
|
$
|
(1,444,368
|
)
|
||||||||||||||||||
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
|
$
|
(6,023,468
|
)
|
$
|
(644,195
|
)
|
$
|
(1,454,054
|
)
|
||||||||||||||||||
|
Year Ended
December 31,
|
|||||||
|
2020
|
2019
|
||||||
Cash flows from operating activities:
|
||||||||
Loss attributable to GZ6G Technologies Corp
|
$
|
(4,749,944
|
)
|
$
|
(613,906
|
)
|
||
Non-controlling interest
|
(174,896
|
)
|
(161,672
|
)
|
||||
Loss
|
(4,924,840
|
)
|
(775,578
|
)
|
||||
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
|
(566
|
)
|
|||||
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
|
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
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Total current
|
$
|
-
|
$
|
-
|
||||
Total deferred
|
-
|
-
|
||||||
|
$
|
-
|
$
|
-
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Expected benefit at federal statutory rate
|
$
|
997,500
|
34,000
|
|||||
Change in valuation allowance
|
(997,500
|
)
|
(34,000
|
)
|
||||
|
$
|
-
|
$
|
-
|
|
December 31, 2020
|
December 31, 2019
|
||||||
Loss carryforwards
|
$
|
1,265,000
|
$
|
267,500
|
||||
Less - valuation allowance
|
(1,265,000
|
)
|
(267,500
|
)
|
||||
Total net deferred tax assets
|
$
|
$
|
-
|
|
Page
|
Condensed Consolidated Balance Sheets
|
F-24
|
|
|
Condensed Consolidated Statements of Operations
|
F-25
|
|
|
Condensed Consolidated Statement of Changes in Stockholders' Deficit
|
F-26
|
|
|
Condensed Consolidated Statements of Cash Flows
|
F-27
|
|
|
Notes to Condensed Consolidated Financial Statements
|
F-28 to F-39
|
|
March 31,
2021
|
December 31, 2020
|
||||||
ASSETS
|
||||||||
Current assets
|
||||||||
Cash
|
$
|
413,915
|
$
|
180,544
|
||||
Accounts receivable, net
|
2,000
|
2,000
|
||||||
Prepaid expenses
|
8,667
|
11,267
|
||||||
Subscription receivable
|
-
|
150,000
|
||||||
Other current assets
|
5,513
|
5,513
|
||||||
Total current assets
|
430,095
|
349,324
|
||||||
|
||||||||
Property and equipment, net
|
6,626
|
8,602
|
||||||
TOTAL ASSETS
|
$
|
436,721
|
$
|
357,926
|
||||
|
||||||||
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
Current liabilities
|
||||||||
Accounts payable and accrued expenses
|
$
|
123,081
|
$
|
161,333
|
||||
Related party payables
|
47,239
|
110
|
||||||
Deferred revenue
|
287,000
|
287,000
|
||||||
Short term loan
|
3,768
|
3,768
|
||||||
Current portion of long term debt
|
28,077
|
-
|
||||||
Debt, related party
|
1,205,725
|
1,217,579
|
||||||
Convertible notes, net of debt discount
|
612,557
|
52,740
|
||||||
Total current liabilities
|
2,307,447
|
1,722,530
|
||||||
|
||||||||
Long term debt, net of current portion
|
61,373
|
89,450
|
||||||
Total liabilities
|
2,368,820
|
1,811,980
|
||||||
|
||||||||
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 shares issued and outstanding
|
12,793
|
12,793
|
||||||
Additional paid-in capital
|
5,180,816
|
5,180,816
|
||||||
Accumulated deficit
|
(6,459,494
|
)
|
(6,023,468
|
)
|
||||
Total GZ6G Technologies Corp stockholders’ deficit
|
(1,245,885
|
)
|
(809,859
|
)
|
||||
Non-controlling interest
|
(686,214
|
)
|
(644,195
|
)
|
||||
Total stockholders’ deficit
|
(1,932,099
|
)
|
(1,454,054
|
)
|
||||
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$
|
436,721
|
$
|
357,926
|
||||
Three Months Ended
March 31,
|
||||||||
|
2021
|
2020
|
||||||
NET REVENUES
|
$
|
-
|
$
|
8,746
|
||||
|
||||||||
OPERATING EXPENSES
|
||||||||
Cost of revenue
|
-
|
64,994
|
||||||
Research and development expenses
|
2,600
|
2,600
|
||||||
Depreciation
|
586
|
487
|
||||||
General and administrative
|
68,624
|
68,607
|
||||||
General and administrative, related parties
|
60,000
|
60,000
|
||||||
Professional fees
|
42,156
|
5,389
|
||||||
Total operating expenses
|
173,966
|
202,077
|
||||||
|
||||||||
(Loss) from operations
|
(173,966
|
)
|
(193,331
|
)
|
||||
|
||||||||
Other income (expense)
|
||||||||
Interest expense
|
(304,079
|
)
|
(55,134
|
)
|
||||
Change in fair value of derivative liability
|
-
|
(49,311
|
)
|
|||||
Total other income (expense)
|
(304,079
|
)
|
(104,445
|
)
|
||||
Net income (loss)
|
$
|
(478,045
|
)
|
$
|
(297,776
|
)
|
||
Less: net income (loss) attributable to Non-controlling interest
|
(42,019
|
)
|
(67,146
|
)
|
||||
Net income (loss) attributable to GZ6G Technologies Corp.
|
$
|
(436,026
|
)
|
$
|
(230,630
|
)
|
||
|
||||||||
Basic and diluted net loss per common share
|
$
|
(0.03
|
)
|
$
|
(0.05
|
)
|
||
|
||||||||
Weighted average shares, basic and diluted
|
12,793,357
|
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, 2019
|
5,000,000
|
$
|
20,000
|
1
|
$
|
-
|
4,799,111
|
$
|
4,799
|
$
|
273,656
|
$
|
(1,273,524
|
)
|
$
|
(469,299
|
)
|
$
|
(1,444,368)
|
||||||||||||||||||||||||||||||
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
|
$
|
(1,504,154
|
)
|
$
|
(536,445
|
)
|
$
|
(1,731,560)
|
||||||||||||||||||||||||||||||
Balance December 31, 2020
|
5,000,000
|
20,000
|
1
|
-
|
12,793,357
|
12,793
|
5,180,816
|
(6,023,468)
|
(644,195)
|
(1,454,054)
|
|||||||||||||||||||||||||||||||||||||||
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
|
$
|
(6,459,494
|
)
|
$
|
(686,214
|
)
|
$
|
(1,932,099)
|
||||||||||||||||||||||||||||||
|
Three Months Ended
March 31,
|
|||||||
|
2021
|
2020
|
||||||
Cash flows from operating activities:
|
||||||||
Loss attributable to GZ6G Technologies Corp
|
$
|
(436,026
|
)
|
$
|
(230,630
|
)
|
||
Non-controlling interest
|
(42,019
|
)
|
(67,146
|
)
|
||||
Net loss
|
(478,045
|
)
|
(297,776
|
)
|
||||
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||
Amortization of debt discount and issuance cost
|
284,817
|
53,151
|
||||||
Fair value adjustments to derivative liability
|
-
|
49,311
|
||||||
Fixed assets reclassify to advertising expense
|
4,990
|
-
|
||||||
Depreciation and impairment
|
586
|
487
|
||||||
Changes in operating assets and liabilities:
|
||||||||
(Increase) decrease in prepaid expenses
|
2,600
|
(1,150
|
)
|
|||||
Increase (decrease) in accounts payable and accrued expenses
|
(38,252
|
)
|
44,387
|
|||||
Increase in related party payables
|
47,129
|
62,359
|
||||||
Increase in customer deposits
|
-
|
65,000
|
||||||
Net cash provided by (used in) operating activities
|
(176,175
|
)
|
(24,231
|
)
|
||||
|
||||||||
Cash Flows from Investing Activities:
|
||||||||
Purchase of equipment
|
(3,600
|
)
|
-
|
|||||
Net cash used in investing activities
|
(3,600
|
)
|
-
|
|||||
|
||||||||
Cash flows from financing activities:
|
||||||||
Proceeds from debt, related party
|
-
|
4,000
|
||||||
Repayment of debt, related party
|
(11,854
|
)
|
||||||
Proceeds from convertible notes
|
275,000
|
-
|
||||||
Proceeds from subscription receivable
|
150,000
|
-
|
||||||
Repayment of convertible notes
|
-
|
(8,607
|
)
|
|||||
Net cash provided by financing activities
|
413,146
|
(4,607
|
)
|
|||||
Net increase (decrease) in cash
|
233,371
|
(28,838
|
)
|
|||||
Cash-beginning of period
|
180,544
|
30,359
|
||||||
Cash-end of period
|
$
|
413,915
|
$
|
1,521
|
||||
|
||||||||
SUPPLEMENTAL DISCLOSURES
|
||||||||
Interest paid
|
$
|
-
|
$
|
1,393
|
||||
Income taxes paid
|
$
|
-
|
$
|
-
|
||||
|
||||||||
NON-CASH INVESTING AND FINANCING ACTIVITIES
|
||||||||
Stock-settled debt liability
|
$
|
2,552,327
|
$
|
-
|
||||
|
March 31, 2021
|
March 31, 2020
|
||||||
Convertible Notes
|
1,666,667
|
927,600
|
||||||
Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred)
|
50,000,000
|
50,000,000
|
||||||
Total
|
51,666,667
|
50,927,600
|
||||||
March 31, 2021
|
December 31,2020
|
|||||||
Office equipment
|
$
|
22,228
|
$
|
23,618
|
||||
Less: accumulated depreciation and amortization
|
(15,602
|
)
|
(15,016
|
)
|
||||
Total property and equipment, net
|
$
|
6,626
|
$
|
8,602
|
|
March 31, 2021
|
December 31, 2020
|
||||||
Reseller agreement
|
$
|
8,667
|
$
|
11,267
|
||||
|
$
|
8,667
|
$
|
11,267
|
||||
|
March 31, 2021
|
December 31, 2020
|
||||||
Security deposits
|
$
|
4,255
|
$
|
4,255
|
||||
Other deposits and receivables
|
1,258
|
1,258
|
||||||
$
|
5,513
|
$
|
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.
|
March 31,
2021
|
December 31, 2020
|
|||||||
SBA Loan
|
$
|
44,000
|
$
|
44,000
|
||||
PPP Loan
|
45,450
|
45,450
|
||||||
Total
|
89,450
|
89,450
|
||||||
Current portion
|
(28,077
|
)
|
-
|
|||||
Debt, long term
|
$
|
61,373
|
$
|
89,450
|
||||
Interest accrued, reflected as accounts payable
|
$
|
3,138
|
$
|
1,310
|
||||
March 31, 2021
|
December 31, 2020
|
|||||||
Principal issued
|
$
|
325,000
|
$
|
50,000
|
||||
Stock-settled liability
|
2,716,431
|
164,104
|
||||||
3,041,431
|
214,104
|
|||||||
Unamortized debt discount
|
(2,428,874
|
)
|
(161,364
|
)
|
||||
$
|
612,557
|
$
|
52,740
|
For the Three ended March 31,
|
||||||||
|
2021
|
2020
|
||||||
Interest expense on notes
|
$
|
3,435
|
$
|
-
|
||||
Amortization of debt discount
|
284,817
|
-
|
||||||
Total:
|
$
|
288,252
|
$
|
-
|
||||
Balance, December 31, 2020
|
|
$
|
66
|
|
Interest expense on the convertible notes
|
|
|
3,435
|
|
Balance, March 31, 2021
|
|
$
|
3,501
|
|
March 31, 2021
|
December 31, 2020
|
|||||||
Customer receivables (1)
|
$
|
-
|
$
|
-
|
||||
Contract liabilities (Customer deposits) (2), (a), (b), (c)
|
$
|
287,000
|
$
|
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 $90,000, respectively as at March 31,
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.
|
(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 March 31, 2021 and December 31, 2020, 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.
|
Balance at December 31, 2020, Debt, related party
|
|
$
|
1,217,579
|
|
Payments on loan
|
(11,854)
|
|||
Balance at March 31, 2021, Debt, related party.
|
$
|
1,205,725
|
|
March 31,
2021
|
December 31, 2020
|
||||||
Coleman Smith, President
|
$
|
1,821
|
$
|
-
|
||||
ELOC Holdings Corp.
|
45,308
|
-
|
||||||
Terrence Flowers
|
110
|
110
|
||||||
|
$
|
47,239
|
$
|
110
|
•
|
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
|
$622
|
Audit Fees and Expenses
|
$25,000
|
Legal Fees and Expenses
|
$25,000
|
Transfer Agent and Registrar Fees and Expenses
|
$5,000
|
Edgar Filing Fees
|
$7,500
|
Miscellaneous Expenses
|
$16,878
|
Total
|
$80,000
|
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.
|
3.1
|
|
3.2
|
|
3.3
|
|
3.4
|
Certificate of Amendment to
Articles of Incorporation, amended and restated articles
|
3.5
|
Certificate of Amendment to Articles of Incorporation |
3.6
|
Certificate of Amendment to Articles of Incorporation |
3.7
|
Certificate of Amendment to Articles of Incorporation |
3.8
|
Certificate of Amendment to Articles of Incorporation |
4.1*
|
Specimen Stock Certificate
|
4.2*
|
Form of Subscription Agreement
|
4.3
|
|
4.4
|
|
5.1
|
|
10.1
|
|
10.2
|
|
10.3
|
Stock Purchase
Agreement between the Company, Green Zebra Media Corp. and William Coleman Smith dated April 8, 2021
|
10.4
|
Loan Treaty Agreement between the Company and eSilkroad Network Limited
|
10.5
|
Amendment to Loan Treaty Agreement between Esilkroad Network Limited and the Company dated April 6, 2021 |
10.6
|
Form of Convertible Promissory Note, Loan Treaty |
10.7
|
Equity Purchase
Agreement between the Company and World Amber Corp. dated April 25, 2021
|
23.1
|
|
23.2
|
Consent of SD Mitchell & Associates, PLC (included in Exhibit 5)
|
|
|
|
(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 the information in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of
securities 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
|
GZ6G Technologies Corp.
|
||
|
||
By: /s/ William Coleman Smith
|
||
William Coleman Smith, CEO
|
||
Date: May 17, 2021
|
|
||
By: /s/ William Coleman Smith | ||
William Coleman Smith, CFO
|
||
Date: May 17, 2021
|
1.
|
DESIGNATION AND NUMBER.
|
2.
|
CERTAIN DEFINITIONS.
|
3.
|
DIVIDENDS.
|
(a)
|
No Dividends. The Series A Preferred Stock shall not be entitled to dividends unless the Corporation declares dividends in cash or other property to holders of outstanding Junior Securities or Pari Passu Securities, in which event, each outstanding share of the Series A Preferred Stock shall be entitled, prior to the payment of any dividend on Junior Securities or Pari Passu
Securities, to receive dividends of cash or property equivalent in value to the dividend payable in respect of one share of Common Stock multiplied by the
number of Conversion Shares into which each Series A Preferred Share is convertible based on the Conversion Factor in effect on the payment date for such
dividend. Any dividend payable to the Series A Preferred Stock shall have the same record and payment date and terms as the dividend is payable on the Junior Securities or Pari Passu Securities.
|
(b)
|
Redenmtion of or
Payment on Certain Securities. As long as any Series A Preferred Shares are outstanding, the Corporation shall not (i) purchase, redeem or otherwise acquire for . value any shares of Junior Securities or Pari Passu Securities, directly or indirectly, other than as a result of reclassification of Junior Securities or Pari Passu Securities or the exchange or conversion of one type of Junior Securities or Pari Passu
Securities for or into another type of Junior Securities or Pari Passu Securities, or (ii) make any payment on account of, or set aside money for, a sinking or other like fund for the purchase, redemption or other acquisition for value of any share of Junior Securities or Pari Passu Securities.
|
4.
|
PRIORITY
LIQUIDATION
|
5.
|
REDEMPTION
|
(a)
|
The shares of Series A Preferred Stock shall not be redeemable at any time at the option of the Corporation.
|
(b)
|
The Series A Preferred
Stock shall be redeemed by the Corporation as a whole, upon the written demand of the holders of a majority of the outstanding shares of Series A Preferred Stock, at any time commencing one year after the Issue Date, on not less than
30 days' written notice to the Corporation at the Redemption Price (defined below), within 30 days after such notice. The ''Redemption Price" shall be equal to the
sum of (x)the Stated Value of the Preferred Shares being redeemed plus (y) the unpaid Dividends, if any, with respect to the Series A Preferred Shares being redeemed plus (z) a redemption premium $6.20 for each full year that the Series A Preferred Stock was outstanding, using the Issue Date as the first dayof each such year, prorated for each fraction ofa year, whether or not theSeries A Preferred Stock was outstanding for a fullyear.
|
(c)
|
Notwithstanding anything contained herein to the
contrary, the Corporation may not purchase, redeem or acquire any Pari Passu Securities or Junior Securities unless all accrued and unpaid Dividends, if any, on the shares of Series A Preferred Stock have been paid or declared and set apart for payment.
|
(d)
|
Upon receipt of the demand described in Section (b),
above, the Corporation shall deliver to the Holders a notice setting forth the date set for redemption (the "Redemption Date''), which date shall be a
Business Day: Notice of redemption shallbe mailed to the Holders (by United States first class mail) at least 10 days before the Redemption Date at the address
shown on the stock books of the Corporation. Immediately following 5:00 p.m. (Eastern Standard Time) on the Redemption Date, all rights of the Holders of the shares of Series A Preferred Stock will terminate except the right to receive the Redemption Price without interest (unless the Corporation defaults in the payment of the redemption price).
|
(e)
|
Following the Redemption Date, the Corporation shall deliver the Redemption Price within 10 days after receipt by the Corporation of the original shares of Series A Preferred Stock returned by the Holder (or the Holder's agent) to the Corporation. If Corporation fails to pay the Redemption Price to a Holder within the time period specified above, such Holder shall be entitled to interest thereon, from and after the date of
which payment of the redemption payment was due until such amount has been paid in full, at an annual rate equal to 10 percent {10%) per annum and shall continue
to have the voting rights set forth herein.
|
6.
|
CONVERSION.
|
(a)
|
Optional Conversion. Commencing on the date when there shall be sufficient shares of
Common Stock available to permit the conversion of all issued shares of Series A Preferred Stock, the Holders, by majority vote of the outstanding shares of Series A, shall have the right to convert all of the Series A Preferred Shares then outstanding into such number of fully paid and non-assessable shares ("Conversion Shares") ofthe Common Stock as is determined in accordance with the terms of this Section 5 (an "Optional
Conversion'). The Optional Conversion shall occur upon presentation of consents to such Conversion signed by the holders of the requisite
number of Series A Preferred Shares and the holders of Series A Preferred Shares and theCorporation shall thereafter have the same rights and obligations as they would respectively have in the event of a Mandatory
Conversion.
|
(b)
|
Mandatory Conversion. Upon the
effective dateof the acceptance by the Secretary of State of the State of Nevada of an amendment to the Corporation's Articles of Incorporation (the "Amendment'') to effect a reverse split of its common stock at the rate of one new share for at least each currently outstanding one hundred shares of Common Stock (the ''Reverse Stock
Split'') and to create a number of shares of additional Common Stock sufficient, together with the previously authorized and unreserved shares of Common Stock, to permit the conversion of all of the outstanding shares
of Series A Preferred Stock into Common Stock, then all of the outstanding shares of Series A Preferred Stock shall, immediately upon the occurrence of the
aforesaid effective date, automatically be converted into shares of the Corporation's Common Stock with.out any notice required on the part of the Corporation or the Holder (the "Mandatory Conversion''), such that each Holder shall receive the number of shares of Common Stock determined by
multiplying (i) the number of shares of Series A Preferred Stock then owned by such Holder 2Y (ii) the Conversion Factor in effect, giving effect to the change therein resulting from the Reverse Stock Split The
Corporation agrees that it shall, upon the effectiveness of the Mandatory
Conversion, expeditiously effect the issuance of the shares of Common Stock resulting from the Mandatory Conversion. If the Amendment shall not have been filed by April 30, 2008, the Holders of at least 1,000
shares of Series A Preferred Stock, may request that the Board of Directors may request that the Board of Directors, two directors or the President of the
Corporation, in accordance with the Bylaws of the Corporation, call a special meeting of shareholders to occur not later th.an July 31, 2009, to consider and act upon the Amendment and shall take all requisite corporate action for the approval and filing of the Amendment. The presently authorized but unissued and unreserved shares of Common Stock are
hereby reserved for issuance upon conversion of the Series A Preferred Stock.
|
(c)
|
Conversion Procedure. The Corporation shall cause its transfer agent to issue the Common Stock issuable upon the Optional Conversion or the Mandatory Conversion as quickly as practicable following the date on
which the Mandatory Conversion occurred. The Corporation shall bear the cost associated with the issuance of the Common Stock so issuable. The Common Stock and other securities issuable shall be issued with the same restrictive legend, if any, borne by the certificate for Series A Preferred Stock tendered to said
transfer agent. The Common Stock issuable upon the Optional Conversion or the Mandatory Conversion shall be issued in the same name as the person who is the then-current Holder of the Series A Preferred Stock unless, in the opinion of counsel to the Corporation, a change of name
and such transfer can be made in compliance with
applicable securities laws. The Holders shall be treated as holders of Common Stock of the Corporation at the close of business on the date of the Optional Conversion or the Mandatory Conversion. Each certificate representing the Series A Preferred Stock shall be cancelled, upon issuance of the receipt of the certificates representing the Common Stock into which the Series A Preferred Stock was converted. If any Holder is entitled to receive a fractional Conversion Share, such fractional Conversion
Share shall be disregarded and the number of Conversion Shares issuable upon such Conversion, in the aggregate, shall be the next lower whole number of
Conversion Shares. No cash or property shall be issued in lieu of fractional Conversion Shares upon the the Optional Conversion or Mandatory Conversion.
|
7.
|
ADJUSTMENTS TO CONVERSION
FACTOR. The Conversion Factor shall be subject to adjustment from time to time as provided in this Section 7.
The Board' s calculation of the Conversion Factor from time to time shall bedeemed conclusive absent manifest error.
|
(a)
|
Subdivision or Combination
of Common Stock.If the Corporation at anytime hereafter subdivides (by any stock split, stock dividend, recapitalization, reorganization, reclassification or otherwise), the outstanding
shares of Common Stock into a greater nwnber of shares, then, after the record
date for such subdivision, the Conversion Factor in effect immediately prior to such subdivision shall be
proportionately reduced. Except as may otherwise be provided with respect to the Reverse Stock Split in Section 6(b), if the Corporation, at any time hereafter O, combines
(by reverse stock split, recapitalization, reorganization, reclassification or othenvise) the outstanding shares of Common Stock into a smaller nmnber of shares, then, after the of record date for such combination, the
Conversion Factor in effect immediately prior to suchcombination will be proportionally increased.
|
(b)
|
Distributions. If the Corporation shall declare or make any distribution of cash or any other assets (or rights to acquire such assets) to holders of Common Stock in respect of such Common Stock, except as
contemplated by Section 7(a) of this Certificate, as a partial liquidating dividend or otherwise, including without limitation, any dividend or distribution to the Corporation's shareholders in shares (or rights to acquire shares) of capital stock of a subsidiary (a ''Distribution''), the Corporation shall deliver written notice of such Distribution (a ''Distribution Notice'') to each Holder at least twenty (20} days prior to the earlier to occur (the "Determination Date'') of (i) the record date for determining shareholders entitled to such Distribution (the ''Record Date'') and (ii) the date on which such Distributionis made (the ''Distribution Date"), and shall, on the Determination Date, deliver to each such Holder, at the same time that it makes such Distribution to its
shareholders, the same amount and type of assets being distributed in such Distribution, as though the Holder were a holder on the Determination Date therefor of a nwnber of shares of Common Stock into which the Series A Preferred
Shares held by such Holder are convertible as of such Determination Date (such number of shares to be
determined at the Conversion Factor then in effect.)
|
(c)
|
Major Transactions. In the event of a Major Transaction, the Corporation will give each Holder at least twenty (20) days' written notice prior to the earlier of (i) the closing or effectiveness of such Major
Transaction and (ii) the record date for the receipt of such shares of stock or securities or other assets, and the Corporation will cause the surviving or, in the event of a sale of assets, purchasing entity to assume the
obligations of the Corporation with respect to the Series A Preferred Stock. Furthermore, in case of any Major Transaction, each share of Series A Preferred Stock shall thereafter be convertible into the number of shares of stock or
other securities or property to which a holder of the number of shares of Common Stock of the Corporation deliverable upon conversion of the Series A
Preferred Stock would have been entitled upon the consummation of such Major Transaction as if such Series A Preferred Shares had been converted to Common Stock immediately prior to the aforesaid record date. In any such case, appropriate adjustment (as determined by the Board of Directors in good faith) shall be made in the application of the provisions set forth herein with respect to the rights and interest thereafter of the Holders, to the end
that these provisions (including provisions with respect to changes in and other
adjustments of the Conversion Factor) shall thereafter be applicable, as nearly
as reasonably may be practicable, in relation to any shares of stock or other
property thereafter deliverable upon the conversion of the Series A Preferred Stock.
|
(d)
|
Adjustments; Additional Shares, Securities or
Assets. In the event that at any time, as a result of an adjustment made pursuant to this Section 7, the Holders shall, upon the the Optional
Conversion or Mandatory Conversion, as the case may be, become entitled to receive securities or assets (other than Common Stock) then, wherever
appropriate, all references herein to shares of Common Stock shall bedeemed to refer to and include such shares and/or other securities or assets; and thereafter the number of such shares and/or other securities or assets shall be subject to adjustment from time to time in a manner and upon terms as nearly equivalent as practicable to the provisions of this Section 7.
|
8.
|
V0TING RIGHTS
|
(a)
|
In addition to the rights provided by law or in the Corporation's Bylaws, each
share of Series A Preferred Stock shall entitle the Holder thereof to such number of votes as shall equal the number of shares of Common Stock into which one share of Series A Preferred Stock is then convertible pursuant to
this Certificate multiplied by the number of shares of Series A Preferred Stock held by such Holder, rounded to the nearest whole number. Except as otherwise provided by law, the Holders of Series A Preferred Stock shall be entitled
to vote together with the holders of Common Stock on all matters as to which holders of Common Stock shall be entitled to vote, as a single class.
|
(b)
|
As long as any shares of Series A Preferred Stock are outstanding, the Corporation shall not, without first obtaining the written approval of the Holders of at
least a majority of the then outstanding shares of Series A Preferred Stock given in writing by consent or by vote at a meeting, consenting or voting (as the case may be) separately as a single class:
|
(i)
|
alter, change, modify or
amend (x) the provisions relating to the Series A Preferred Stock set forth herein in any way or (y) the terms of any other capital stock of the Corporation so as to affect adversely any of the rights of the Holders;
|
(ii)
|
create or provide for
the creation of any new class or series of capital stock (i) having a
preference over or ranking pari passu with the Series A
Preferred Stock as to payment of dividends, redemption or distribution of assets upon a Liquidation Event or any other liquidation, dissolution or winding up of theCorporation;
|
(iii)
|
issue voting securities of the Corporation such th.at after such issuance, the voting power of the Holders would be reduced to less than 67% of the aggregate voting power of the issued securities of
theCorporation;
|
(iv)
|
increase theauthorired number ofshares of Series A Preferred Stock;
|
(v)
|
re-issue any shares of Series A Preferred Stock which have been converted in accordance with theterms hereof;
|
(vi)
|
issue any Pari Passu Securities or Senior Securities; provided,
that the Corporation may issue non-convertibledebt securities or Junior Securities without the approval of the Holders, subject totheother provisions of this Certificate; or
|
(vii)
|
purchase, redeem or otherwise acquire for value, or declare, pay or make any
provision for any dividend or distribution with respect to Junior Securities, other
than the payment of cash in lieu of fractional shares in the event of a stock split, stock dividend, the exercise of warrants or conversion rights or similar transaction; or
|
(viii)
|
authorize or approve any Major Transaction.
|
9.
|
MISCELLANEOUS
|
(a)
|
Transfer of Preferred Shares. Upon notice to the Corporation (except
that no such notice shallbe required in the case of a pledge), a Holder may sell, transfer, assign, pledge orotherwise dispose of all or any portion of the Preferred Shares to any person or entity
as long as such transaction is the subject of an effective registration statement under the Securities Act or is exempt from registration. From and after thedate of any such saleor transfer, the transferee thereof shallbe deemed tobe a
Holder. Upon any such sale or transfer, the Coiporation shall, promptly following the return of the certificate or certificates representing the Preferred
Shares that are the subject of such sale or transfer, issue and deliver to such transferee a new certificate in the nameof such transferee.
|
(b)
|
Notices. Any notice, demand or request required or permitted to be given by the Coiporation or an Investor pursuant to the terms of this Agreement shall be in writing and shall be deemed delivered (i) when delivered personally
or by verifiable facsimile transmission (immediately followed by written confirmation delivered according to another mechanism provided by this section), unless such delivery is made on a day that is not a Business Day, in which case
such delivery will be deemed to be made on the
next succeeding Business Day, (ii) on the next Business Day after timely delivery to an overnight courier and (iii) on the Business Day actually received if deposited in the U.S. mail (certified or registered mail, return receipt requested, postage prepaid), addressed, if to the Corporation:
|
(c)
|
Lost or Stolen Certificate. Upon receipt by the Corporation of evidence of the loss, theft, destruction or mutilation ofa certificate representing a Holder's Preferred Shares,
and (in thecase of loss, theft or
destruction) of indemnity or security reasonably satisfactory to the Corporation, and upon surrender and cancellation of such certificate if mutilated, the Corporation shall execute and deliver tosuch Holder a newcertificate
identical inall respects to the original certificate.
|
(d)
|
Remedies. The remedies provided to a Holder in this Certificate shall be cumulative and in addition to all other remedies available to such Holder under this Certificate, at law or inequity
(including without limitation a decree of specific perfonnance and/or other injunctive reliet). No remedy contained herein shall be deemed a waiver of compliance with the provisions giving rise to such remedy and nothing contained
herein shall limit such Holder's right to pursue actual damages for any failure by the Corporation to comply with the terms of this Certificate. Amounts set
forth or provided for herein with respect to payments, conversion and the like (and the computation thereof) shall be the amounts to be received by the Holder hereof and shall not, except as expressly provided herein, be subject to any other obligation of the Corporation (or the performance
thereof). The Corporation acknowledges that a material breach by it of its obligations hereunder will cause irreparable harm to the Holders and that the
remedy at law for any such breach may be inadequate. The Corporation agrees, in the event of any such breach or threatened breach, each Holder shall be entitled,
in addition to all other available remedies, to seek an injunction restraining any breach, without the necessity of showing economic loss and without any bond or other security or indemnity being required.
|
|
(e)
|
Failure or Delay not Waiver. No failure or delayon the partofa Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof: nor shall any single or partial exercise of any such power, right or privilege preclude any other or further exercise
thereof orof any other right, power or privilege.
|
|
1.
|
16,666,667 shares of GZ6G Technologies Corp. Common Stock, $0.001 par value (“Shares”) offered for sale to World Amber Corp., by the Company; and
|
|
2.
|
3,589,744 shares of GZ6G Technologies Corp. Common Stock, $0.001 par value (“Shares”) offered for sale by a Shareholder
|
A.
|
Green Zebra Media Corp. is engaged in the business of Wireless Technology Company.
William Coleman Smith Jr. will primarily perform the job duties at the following location: 23293 South
Point, Laguna Hills, California.
|
B.
|
Green Zebra Media Corp. desires to have the services of William Coleman Smith Jr..
|
C.
|
William Coleman Smith Jr. is an at will employee of
Green Zebra Media Corp.. Either party is able to terminate the employment agreement at any
time.
|
1.
|
EMPLOYMENT. Green Zebra Media Corp. shall employ William Coleman Smith Jr. as a(n) CEO. William Coleman Smith Jr. shall provide to Green Zebra Media Corp. duties as needed. William Coleman Smith Jr. accepts and agrees to such employment, and agrees to be subject to the general supervision, advice
and direction of Green Zebra Media Corp. and Green Zebra Media Corp.'s supervisory personnel.
|
2.
|
BEST EFFORTS OF EMPLOYEE. William Coleman Smith Jr. agrees to perform faithfully, industriously, and to the best of
William Coleman Smith Jr.'s ability, experience, and talents, all of the duties that may be required by the express and implicit terms of this Contract,
to the reasonable satisfaction of Green Zebra Media Corp.. Such duties shall be provided at such place(s) as the needs, business, or opportunities of Green Zebra Media Corp. may require from
time to time.
|
3.
|
OWNERSHIP OF SOCIAL MEDIA
CONTACTS. Any social media contacts, including "followers" or "friends," that are acquired through accounts (including,
but not limited to email addresses, blogs,
Twitter, Facebook, YouTube, or other social media networks) used or created on behalf of Green Zebra Media Corp. are the property of Green Zebra Media Corp..
|
4.
|
COMPENSATION
OF EMPLOYEE. As compensation for the services provided by William Coleman Smith Jr. under this Contract, Green Zebra Media Corp. wi1l pay William Coleman Smith Jr. an annual salary of $120,000.00 payable in
accordance with Green Zebra Media Corp.'s usual payroll procedures and subject to applicable federal, state, and local withholding. Upon termination of this Contract,
payments under this paragraph shall cease; provided, however, that William Coleman Smith Jr. shall be entitled to payments for periods or partial periods that occurred prior to the date of termination
and for which William Coleman Smith
Jr. has not yet been paid,and for any commission earned in accordance with Green Zebra Media Corp.'s customary procedures, if applicable. Accrued vacation will be paid in accordance with state law and Green Zebra Media Corp.'s customary procedures.This section of the Contract is included only for accounting and payroll purposes and shouldnot be construed as establishing a minimum or definite term of employment.
Death of the Employee. If William Coleman Smith Jr. dies dw-ing the term of this Contract, William ColemanSmith Jr. shall
be entitled to payments or prutial commission payments for the period ending with the date of William Coleman Smith Jr.'s death.
|
5.
|
EXPENSE REIMBURSEMENT. Green Zebra Media Corp. will reimburse William Coleman Smith Jr. for "out-of-pocket" expenses incurred by William Coleman Smith Jr. in accordance with Green Zebra Media Corp.'s policies in effect from time to time.
|
6.
|
RECOMMENDATIONS FOR IMPROVING OPERATIONS. William Coleman Smith Jr. shall provide Green Zebra
Media Corp. with all information, suggestions, and recommendations regarding GreenZebra Media Corp.'s business, of
which WilliamColeman Smith Jr. has knowledge, that will be of benefit to Green Zebra Media Corp..
|
7.
|
BENEFITS . William Coleman Smith Jr. shall be entitled to employment benefits, as
provided by Green Zebra Media Corp.'s policies in effect duringthe term of employment. These benefits include:
|
-
|
Vacation
|
-
|
Personal Leave
|
-
|
Holidays
|
-
|
Health Insurance
|
-
|
Disability Insurance
|
-
|
Life Insurance
|
-
|
Auto allowance
|
8.
|
TERM and TERMINATION. William Coleman Smith Jr.'s employment under this Contract shall be for an unspecified term on an "at will" basis. This Contract may be terminated by Green Zebra Media Corp. upon 90 days written notice, and by William Coleman Smith Jr. upon 90 Days written notice. If Green Zebra Media Corp. shall so terminate this
Contract, William Coleman Smith Jr. shall be entitled to compensation for 3 years beyond the termination date of such termination, unless William Coleman Smith Jr. is in violation of
this Contract. If William Coleman Smith Jr. is in violation of this Contract, Green Zebra Media Corp. may terrnfoate employment without notice and with compensation to
William Coleman Smith Jr. only to the date of such te1mination.
The compensation paid under this Contract shall be William Coleman Smith Jr.'s exclusive remedy.
|
9.
|
COMPLIANCE
WITH EMPLOYER'S RULES. William Coleman Smith Jr. agrees to comply with all of the rules and regulations of Green Zebra Media Corp..
|
10.
|
RETURN OF PROPERTY. Upon termination of this Contract, William ColemanSmith Jr. shall deliver to Green Zebra Media Corp. all property which is Green Zebra Media Corp.'s property or related to Green Zebra Media Corp.'s business (including keys,
records, notes, data, memoranda, models, and equipment) that is in William Coleman Smith Jr.'s possession or under William Coleman Smith Jr.'s control. Such obligationshall be governed by any separate confidentiality or proprietary rights agreement signed by William Coleman Smith Jr..
|
11.
|
NOTICES. All notices required or permitted under this Contract shall be in writing and
shall bedeemed delivered when delivered in person or on the third day after being deposited in the United States mail, postage paid, addressed as follows:
|
12.
|
ENTIRE AGREEMENT. This Contract contains the entire agreement of the partiesand there are no other promises or conditions in any other agreement whether oral or written. This Contractsupersedes any prior written or oral agreements between the
parties.
|
13.
|
AMENDMENT. This Contract may be modified or
amended, if the amendment is made in writing and is signed by both parties.
|
14.
|
SEVERABILITY.
If any provisions of this Contractshall be held to be invalid or unenforceable for any reason, the remaniing provisions shall continue to be valid and enforceable. If a court
finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become validor enforceable, then such provision shall bedeemed to be written, construed,andenforced as so limited.
|
15.
|
WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this
Contract shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strictcompliance with every provision of this Contract.
|
16.
|
APPLICABLE LAW. This Contract shall be governed by the laws of the State of California.
|
17.
|
SIGNATORIES. This Contract shall be signed by William ColemanSmith, Jr., CEO on behalf of Green Zebra Media Corp. and by
William Coleman Smith Jr. in an individual capactiy. This Contract is
effective as of the date first above written.
|
GREEN ZEBRA MEDIA CORP.
|
WILLIAM COLEMAN SMITH JR.
|
|||
/s/William Coleman Smith
|
/s/William Coleman Smith Jr.
|
|||
William Coleman Smith
|
William Coleman Smith | |||
President/CEO
|
|
1.
|
DESCRIPTION OF SERVICES. Beginning on August 01, 2018, ELOC will provide the following services (collectively, the "Services"):
Coleman Smith
|
2.
|
PERFORMANCE OF SERVICES. The manner in
which the Services are to be performed and the specific hours to be worked by ELOC shall be determined by ELOC. Nano will rely on ELOC to work as many hours as may be reasonably necessary to fulfill ELOC's obligations under this
Agreement.
|
3.
|
PAYMENT. Nano will pay a fee to ELOC for
the Services based on $10,000.00 per month. This fee shall be payable monthly, no later than the fifth day of the month following the period during which the Services were performed.
|
4.
|
EXPENSE REIMBURSEMENT. ELOC shall be
entitled to reimbursement from Nano for the following "out-of-pocket" expenses:
Travel
Meals, not including alcohol Postage
Copying
NANO Public Company related fees
|
5.
|
TERM/TERMINATION. This Agreement may be
terminated by either party upon 60 days' written notice to the other party.
|
7.
|
EMPLOYEES. ELOC's employees, if any, who
perform services for Nano under this Agreement shall also be bound by the provisions of this Agreement.
|
8.
|
INJURIES AND INSURANCE. ELOC acknowledges
ELOC's obligation to obtain appropriate insurance coverage for the benefit ofELOC (and ELOC's employees, if any). ELOC waives any rights to recovery from Nano for any injuries that ELOC (and/or ELOC's employees) may sustain while
performing services under this Agreement and that are a result of the negligence of ELOC or ELOC's employees.
|
9.
|
INDEMNIFICATION. ELOC agrees to indemnify
and hold harmless Nano from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against Nano that result from the acts or omissions of ELOC, ELOC's employees, if any, and ELOC's
agents.Nano agrees to indemnify and hold harmless ELOC from all claims, losses, expenses, fees including attorney fees, costs, and judgments that may be asserted against ELOC that result from the acts or omissions of Nano, Nano's
employees, if any, and Nano's agents.
|
10.
|
OWNERSHIP OF SOCIAL MEDIA CONTACTS. Any
social media contacts, including "followers" or "friends," that are acquired through accounts (including, but not limited to email addresses, biogs, Twitter, Facebook, Youtube, or other social media networks) used or created on behalf of
Nano are the property of ELOC.
|
11.
|
CONFIDENTIALITY. Nano recognizes that ELOC
has and will have the following information:
|
12.
|
CONFIDENTIALITY AFTER TERMINATION. The
confidentiality provisions of this Agreement shall remain in full force and effect after the termination of this Agreement.
|
13.
|
RETURN OF RECORDS. Upon termination of
this Agreement, ELOC shall deliver all records, notes, data, memoranda, models, and equipment of any nature that are in ELOC's possession or under ELOC's control and that are Nano's property or relate to Nano's business.
|
14.
|
NOTICES. All notices required or permitted
under this Agreement shall be in writing and shall be deemed delivered when delivered in person or deposited in the United States mail, postage prepaid, addressed as follows:
|
15.
|
ENTIRE AGREEMENT. This Agreement contains
the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
|
16.
|
AMENDMENT. This Agreement may be modified
or amended if the amendment is made in writing and is signed by both parties.
|
17.
|
SEVERABILITY. If any provision of this
Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by
limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
|
18.
|
WAIVER OF CONTRACTUAL RIGHT. The failure
of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
|
19.
|
APPLICABLE LAW. This Agreement shall be
governed by the laws of the State of California.
|
20.
|
INTERRUPTION OF SERVICE. Either party
shall be excused from any delay or failure in performance required hereunder if caused by reason of any occurrence or contingency beyond its reasonable control, including, but not limited to, acts of God, acts of war, fire, insurrection,
laws proclamations, edits, ordinances or regulations, strikes, lock-outs or other serious labor disputes, riots, earthquakes, floods, explosions or other acts of nature. The obligations and rights of the party so excused shall be extended
on a day-to-day basis for the time period equal to the period of such excusable interruption. When such events have abated, the parties' respective obligations hereunder shall resume. In the event the interruption of the excused party's
obligations continues for a period in excess of thirty (30) days, either party shall have the right to terminate this Agreement upon ten (10) days' prior written notice to the other party.
|
21.
|
ASSIGNMENT. ELOC agrees that it will not
assign, sell, transfer, delegate or otherwise dispose of any rights or obligations under this Agreement without the prior written consent of Nano. Any purported assignment , transfer, or delegation shall be null and void. Nothing in
this Agreement shall prevent the consolidation of Nano with, or its merger into, any other corporation, or the sale by Nano of all or substantially all of its properties or assets, or the assignment by Nano of this Agreement and the
performance of its obligations hereunder to any successor in interest or any Affiliated Company. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective heirs,
legal representatives, successors , and permitted assigns, and shall not benefit any person or entity other than those enumerated above.
|
22.
|
SIGNATORIES. This Agreement shall be
signed on behalf of Nano by Coleman Smith, CEO and on behalf of ELOC by Coleman Smith, CEO and effective as of the date first above written.
|
Party Receiving Services:
|
Party Providing Services
|
|||
NANOSENSORS INC.
|
ELOC HOLDINGS CORP
|
|||
/s/William Coleman Smith
|
/s/William Coleman Smith
|
|||
William Coleman Smith
|
William Coleman Smith | |||
President/CEO
|
CEO
|
GZ6G TECHNOLOGIES CORP | WILLIAM COLEMAN SMITH | |||
/s/William Coleman Smith
|
/s/William Coleman Smith
|
|||
William Coleman Smith
|
William Coleman Smith | |||
CEO
|
|
|||
GREEN ZEBRA MEDIA CORPORATION
|
||||
/s/William Coleman Smith
|
||||
William Coleman Smith | ||||
Director
|
GZ6G TECHNOLOGIES CORP
|
ESILKROAD NETWORK LIMITED | |||
/s/William Coleman Smith
|
/s/Ruben Yakubov
|
|||
William Coleman Smith
|
Ruben Yakubov
|
|||
President/CEO
|
President
|
1.
|
Whereas, GZIC and eSilk entered into a Loan Treaty Agreement (“Treaty”) on December 21, 2020, wherein eSilk promised to lend Four
Hundred Fifty Thousand Dollars ($450,000) to GZIC in payments of Twenty Five Thousand Dollars ($25,000) every week.
|
2.
|
Whereas, eSilk has agreed to amend and extend the Loan Treaty to include an additional One Million Dollars ($1,000,000) to the Treaty
in payments of Fifty-Five Thousand Five Hundred Fifty-Five Dollars Fifty-Six Cents ($55,555.56), every Friday, over a period of ninety (90) business days beginning April 16, 2021.
|
3.
|
Whereas, payments from eSilk will be deposited into the Huntington Bank IOLTA account of SD Mitchell & Associates, PLC and
dispersed pursuant to instructions by William Coleman Smith, president of GZIC.
|
4.
|
Whereas, each payment of $55,555,56 shall be memorialized by Convertible Promissory Notes, in increments of Two Hundred Twenty Two
Thousand Two Hundred Twenty Two Dollars Twenty Four Cents ($222,222.24).
|
5.
|
Whereas, at the option of the Lender, each $55,555.56 loaned to the Company may be converted into common shares at the rate of $0.195
per share.
|
GZ6G TECHNOLOGIES CORP
|
ESILKROAD NETWORK LIMITED | |||
/s/William Coleman Smith
|
/s/Ruben Yakubov
|
|||
William Coleman Smith
|
Ruben Yakubov
|
|||
President/CEO
|
President
|
GZ6G TECHNOLOGIES CORP
|
ESILKROAD NETWORK LIMITED | |||
/s/
|
/s/
|
|||
William Coleman Smith
|
Ruben Yakubov
|
|||
President/CEO
|
President
|