UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June 30, 2022~~March 31, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

~~333-256224~~000-51007

(Commission File Number)

GZ6G Technologies Corp.

(Exact name of registrant as specified in its charter)

Nevada		20-0452700
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

~~8925 West Post Road~~1 Technology Drive, Bldg B, Suite ~~102~~no. B123 ~~Las Vegas~~Irvine, NVCA		~~89148~~92618
(Address of principal executive offices)		(Zip Code)

(949) 872-1965

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

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

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

None

N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of ~~August 15, 2022,~~May 8, 2023, there were ~~31,179,133~~133,956,722 shares of the registrant’s common stock outstanding.

GZ6G Technologies Corp.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

GZ6G TECHNOLOGIES CORP.

TABLE OF CONTENTS FOR UNAUDITED CONDENSED CONSOLIDATED

FINANCIAL STATEMENTS

~~June 30, 2022, and 2021~~March 31, 2023

		Page
Condensed Consolidated Balance Sheets (Unaudited)		2

Condensed Consolidated Statements of Operations (Unaudited)		3

Condensed Consolidated Statement of Changes in Stockholders’ Deficit (Unaudited)		4

Condensed Consolidated Statements of Cash Flows (Unaudited)		5

Notes to the Unaudited Condensed Consolidated Financial Statements		6

GZ6G TECHNOLOGIES CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS
~~(Unaudited)~~

June 30,
2022 December 31,
2021
ASSETS
Current assets
Cash $ 215,910 $ 759,791
Accounts receivable, net 2,500 2,000
Prepaid expenses 30,804 18,586
Other current assets 15,949 15,949
Total current assets 265,163 796,326

Property and equipment, net 211,859 235,176
Right of use assets 599,788 98,093
TOTAL ASSETS $ 1,076,810 $ 1,129,595

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses $ 535,286 $ 335,037
Related party payables 264,180 179,769
Deferred revenue 178,000 209,000
Debt, current portion 3,767 44,156
Debt, related parties 1,315,725 1,065,725
Convertible notes, net of debt discount 9,035,638 5,075,840
Lease liability, current portion 82,701 99,003
Total current liabilities 11,415,297 7,008,530

Debt, net of current portion 44,000 44,000
Lease liability, net of current portion 529,086 -
Total liabilities 11,988,383 7,052,530

Stockholders’ deficit
Series A Preferred stock, $0.004 par, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding at June 30, 2022 and December 31, 2021 20,000 20,000
Series B Preferred stock, $0.001 par, 1 share authorized, 1 share issued and outstanding at June 30, 2022 and December 31, 2021 - -
Common stock, $0.001 par, 500,000,000 shares authorized, 27,802,050 and 25,177,973 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively 27,802 25,178
Additional paid in capital 12,233,626 10,784,308
Accumulated deficit (22,516,357 ) (16,092,531 )
Total GZ6G Technologies Corp stockholders’ deficit (10,234,929 ) (5,263,045 )
Non-controlling interest (676,644 ) (659,890 )
Total stockholders’ deficit (10,911,573 ) (5,922,935 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,076,810 $ 1,129,595
(Unaudited)
March 31,
2023 December 31,
2022
ASSETS
Current assets
Cash $ 332,541 $ 507,152
Accounts receivable, net 14,353 59,845
Prepaid expenses 36,615 49,174
Other current assets 15,949 15,949
Total current assets 399,458 632,120

Property and equipment, net 170,863 187,661
Right of use assets 529,025 552,951
TOTAL ASSETS $ 1,099,346 $ 1,372,732

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses $ 678,867 $ 565,857
Related party payables 472,488 417,151
Deferred revenue 173,230 172,000
Debt, current portion 3,767 3,767
Debt, related parties 1,440,825 1,440,825
Convertible notes, net of debt discount 1,493,514 6,847,121
Lease liability, current portion 93,549 91,604
Total current liabilities 4,356,240 9,538,325

Debt, net of current portion 44,000 44,000
Lease liability, net of current portion 458,129 482,290
Total liabilities 4,858,369 10,064,615

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 share issued and outstanding - -
Common stock, $0.001 par, 1,000,000,000 shares authorized, 128,401,166 and 70,837,511 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively 128,401 70,837
Additional paid in capital 15,816,768 14,896,922
Accumulated deficit (18,992,835 ) (22,963,551 )
Total GZ6G Technologies Corp stockholders’ deficit (3,027,666 ) (7,975,792 )
Non-controlling interest (731,357 ) (716,091 )
Total stockholders’ deficit (3,759,023 ) (8,691,883 )
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,099,346 $ 1,372,732

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

GZ6G TECHNOLOGIES CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

For the Three Months
Ended March 31,
2023 2022
NET REVENUES $ 70,547 $ 3,000

OPERATING EXPENSES
Cost of revenue 39,277 1,088
Depreciation 29,278 46,478
General and administrative 714,979 532,187
General and administrative, related parties 120,000 120,000
Professional fees 76,190 22,800
Total operating expenses 979,724 722,553

Loss from operations (909,177 ) (719,553 )

Other income (expense)
Interest expense (771,401 ) (2,264,770 )
Gain on debt extinguishment 5,636,028 -
PPP loan forgiveness - 46,091
Total other income (expense) 4,864,627 (2,218,679 )

Net income (loss) $ 3,955,450 $ (2,938,232 )
Less: net income (loss) attributable to non-controlling interest (15,266 ) (599 )
Net income (loss) attributable to GZ6G Technologies Corp. $ 3,970,716 $ (2,937,633 )

Net income (loss) per common share
Basic $ 0.04 $ (0.12 )
Diluted $ 0.00 $ (0.12 )

Weighted average shares
Basic 100,813,294 25,185,033
Diluted 1,798,609,474
25,185,033

The accompanying notes are an integral part of these unaudited consolidated financial statements

23

GZ6G TECHNOLOGIES CORP.
CONDENSED CONSOLIDATED ~~STATEMENTS~~STATEMENT OF ~~OPERATIONS~~STOCKHOLDERS’ DEFICIT
~~(Unaudited)~~For the Three Months Ended March 31, 2023 and 2022

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021

NET REVENUES $ 4,000 $ - $ 7,000 $ -

OPERATING EXPENSES
Cost of revenue 393 - 1,481 -
Research and development expenses - 2,600 - 5,200
Depreciation 24,973 1,603 71,451 2,189
General and administrative 1,343,924 183,388 1,876,111 252,012
General and administrative, related parties 120,000 90,000 240,000 150,000
Professional fees 27,400 13,100 50,200 55,256
Total operating expenses 1,516,690 290,691 2,239,243 464,657

(Loss) from operations (1,512,690 ) (290,691 ) (2,232,243 ) (464,657 )

Other income (expense)
Interest expenses (1,989,658 ) (1,626,026 ) (4,254,428 ) (1,930,105 )
PPP loan forgiveness - - 46,091 -
Total other income (expense) (1,989,658 ) (1,626,026 ) (4,208,337 ) (1,930,105 )

Net income (loss) $ (3,502,348 ) $ (1,916,717 ) $ (6,440,580 ) $ (2,394,762 )
Less: net income (loss) attributable to Non-controlling interest (16,155 ) (38,055 ) (16,754 ) (80,074 )
Net income (loss) attributable to GZ6G Technologies Corp. $ (3,486,193 ) $ (1,878,662 ) $ (6,423,826 ) $ (2,314,688 )

Basic and diluted net loss per common share $ (0.13 ) $ (0.09 ) $ (0.25 ) $ (0.13 )
Weighted average shares, basic and diluted 26,153,918 21,914,237 25,672,152 17,278,993
(Unaudited)

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, 2022 5,000,000 $ 20,000 1 $    -    70,837,511 $ 70,837 $ 14,896,922 $ (22,963,551 ) $ (716,091 ) $ (8,691,883 )

Discount on debt, convertible notes issued - - - - - - 418,502 - - 418,502
Convertible note proceeds allocated to warrants - - - - - - 64,319 - - 64,319
Warrants issued as financing cost - - - - - - 3,419 - - 3,419
Issuance of common stock for debt conversion - - - - 57,563,655 57,564 433,606 - - 491,170
Net income (loss) during the period - - -       - - - - 3,970,716 (15,266 ) 3,955,450
Balance, March 31, 2023 5,000,000 $ 20,000 1 $ - 128,401,166 $ 128,401 $ 15,816,768 $ (18,992,835 ) $ (731,357 ) $ (3,759,023 )

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, 2021 5,000,000 $ 20,000 1 $ - 25,177,973 $ 25,178 $ 10,784,308 $ (16,092,531 ) $ (659,890 ) $ (5,922,935 )

Shares issued as financing costs - - - - 10,769 11 22,389 - - 22,400
Net income (loss) - - - - - - - (2,937,633 ) (599 ) (2,938,232 )

Balance, March 31, 2022 5,000,000 $ 20,000 1 $ - 25,188,742 $ 25,189 $ 10,806,697 $ (19,060,164 ) $ (660,489 ) $ (8,838,767 )

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements

3

GZ6G TECHNOLOGIES CORP.
CONDENSED ~~CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT~~
~~For the Three and Six Months Ended June 30, 2022 and 2021~~
~~(Unaudited)~~

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, 2021 5,000,000 $ 20,000 1 $ - 25,177,973 $ 25,178 $ 10,784,308 $ (16,092,531 ) $ (659,890 ) $ (5,922,935 )
Shares issued as financing costs - - - - 10,769 11 22,389 - - 22,400
Net income (loss) - - - - - - - (2,937,633 ) (599 ) (2,938,232 )
Balance, March 31, 2022 5,000,000 $ 20,000 1 $ - 25,188,742 $ 25,189 $ 10,806,697 $ (19,030,164 ) $ (660,489 ) $ (8,838,767 )
Cashless warrants exercise 356,364 356 (356 ) -
Shares issued under consulting agreement 1,869,463 1,869 658,131 660,000
Shares issued under Equity Purchase Agreement 387,481 388 35,641 36,029
Beneficial conversion feature under convertible notes with warrants 724,500 724,500
Repricing of warrants 9,013
9,013

Net income (loss) - - - - - - - (3,486,193 ) (16,155 ) (3,502,348 )
Balance, June 30, 2022 5,000,000 $ 20,000 1 $ - 27,802,050 $ 27,802 $ 12,233,626 $ (22,516,357 ) $ (676,644 ) $ (10,911,573 )

Series A
Preferred Stock

Series B
Preferred Stock
Common Stock
Additional
Paid-in
Accumulated Non-
controlling
Total
Stockholders’

Shares Amount Shares Amount Shares Amount Capital Deficit Interest Deficit
Balance December 31, 2020 5,000,000 20,000 1 - 12,793,357 12,793 5,180,816 (6,060,923 ) (680,180 ) (1,527,494 )

Net income (loss) - - - - - - - (436,026 ) (42,019 ) (478,045 )
Balance, March 31, 2021 5,000,000 20,000 1 - 12,793,357 12,793 5,180,816 (6,496,949 ) (722,199 ) (2,005,539 )
Shares issued to acquire additional interest in subsidiary 10,000,000 10,000 (142,649 ) 132,649 -
Net income (loss) - - - - - - - (1,878,662 ) (38,055 ) (1,916,717 )
Balance, June 30, 2021 5,000,000 $ 20,000 1 $ - 22,793,357 $ 22,793 $ 5,038,167 $ (8,375,611 ) $ (627,605 ) $ (3,922,256 )
~~The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.~~
4
~~GZ6G TECHNOLOGIES CORP.~~
~~CONDENSED~~ CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

For the Six Months
Ended June 30, For the Three Months
Ended March 31,
2022 2021 2023 2022
Cash flows from operating activities:
Net Loss $ (6,440,580 ) $ (2,394,762 )
Net income (loss) $ 3,955,450 $ (2,938,232 )
Adjustments to reconcile net loss to net cash used in operating activities:
PPP loan forgiveness (46,091 ) - - (46,091 )
Amortization of debt discount and issuance costs 4,034,548 1,884,293
Common stock issued as financing costs 22,400 -
Common stock issued under consulting agreement 660,000 -
Gain on note conversions (5,636,028 )
Amortization of debt discount and issuance cost 539,376 2,178,671
Common stock issued as financing cost - 22,400
Warrants issued as financing cost 3,419 -
Depreciation 71,451 2,189 29,278 46,478
Amortization of right of use assets 11,089 130 1,709 5,284
Repricing of warrant exercise price 9,013 -
Fixed assets reclassified to advertising expenses - 4,990
Changes in operating assets and liabilities:
Increase in accounts receivable (500 ) -
Increase in prepaid expenses (12,218 ) (2,278 )
(Increase) in other current assets - (10,436 )
Decrease in accounts receivable 45,492 -
(Increase) decrease in prepaid expenses 12,559 (10,093 )
Increase in accounts payable and accrued expenses 200,249 9,627 267,502 69,893
Increase in related party payables 84,411 85,758 55,337 41,434
Decrease in customer deposits (31,000 ) -
Increase (decrease) in customer deposits 1,230 (28,000 )
Net cash used in operating activities (1,437,228 ) (420,489 ) (724,676 ) (658,256 )

Cash Flows from Investing Activities:
Proceeds from credit for leasehold improvements 30,000 -
Proceeds from credit of leaseholder improvement - 30,000
Purchase of equipment (78,134 ) (98,335 ) (12,480 ) (54,114 )
Net cash used in investing activities (48,134 ) (98,335 ) (12,480 ) (24,114 )

Cash flows from financing activities:
Proceeds from sale of common stock, net 36,029 -
Proceeds from subscription receivable - 150,000
Repayment of debt, related parties - (123,480 )
Refund of repayment to PPP loan 5,702 - 5,702
Proceeds from related parties 250,000
Repayment to convertible notes (281,000 )
Proceeds from convertible notes, net 930,750 900,000
Repayments of convertible notes (64,855 ) -
Proceeds from convertible notes 627,400 50,000
Net cash provided by financing activities 941,481 926,520 562,545 55,702

Net increase (decrease) in cash (543,881 ) 407,696
Net decrease in cash (174,611 ) (626,668 )
Cash-beginning of period 759,791 180,544 507,152 759,791
Cash-end of period $ 215,910 $ 588,240 $ 332,541 $ 133,123

SUPPLEMENTAL DISCLOSURES
Interest paid $ - $ - $ - $ -
Income taxes paid $ - $ - $ - $ -

NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-settled debt liability $ 446,412 $ 9,710,674 $ - $ 360,258
Cashless warrant
356
-
Beneficial conversion feature

724,500
-
Shares issued to acquire interest in subsidiary
-
132,649

Shares issued under notices of conversion, principal $ 735,709 $ -
Shares issued under notices of conversion, accrued interest payable $ 135,913 $ -
Shares issued under notices of conversion, accounts payable $ 20,148 $ -
Shares issued under notices of conversion, stock-settled debt liability $ 5,238,438 $ -
Debt discount related to convertible notes and warrants $ 482,821 $ -
Accrued interest payable $ 14,011 $ -

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
5

GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~
(Unaudited)

NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS

GZ6G Technologies Corp. (formerly Green Zebra International Corp.) (the “Company” or “GZ6G”) is a complete enterprise smart solutions provider for large venues and cities. Focused on acquiring smart city solutions, developing innovative products, and overseeing smart cities and smart venues, GZ6G also assists in modernizing clients with innovative wireless IoT technology for the emerging 5G and Wi-Fi 6 marketplaces. Target markets include stadiums, airports, universities, and smart city projects. The Company is organized under the laws of the State of Nevada and has offices in California and Nevada.

In November 2018, the Company changed its name from NanoSensors, Inc. to Green Zebra International Corp. following a merger with Green Zebra Media Corp., a Delaware corporation, under common control.

The Board of Directors approved a name change and a reverse stock split of the Company’s issued and outstanding common shares at a ratio of 200 to 1 on December 18, 2019. The accompanying financial statements, and all share and per share information contained herein has been retroactively restated to reflect the reverse stock split. On December 20, 2019, the Company changed its name from Green Zebra International Corp. to GZ6G Technologies Corp.

On August 6, 2021, Mr. William Ray Procanik and Mr. Brian Scott Hale were appointed to the Company’s board of directors and concurrently the Company formed an audit committee, which each of Mr. Hale and Mr. Procanik joined, serving as independent board members. Concurrently the Company completed an application for an uplist to the OTCQB and submitted the required disclosure through OTCMarkets. The Company was approved for trading on the OTCQB Venture Market on October 25, 2021.

Going Concern

These unaudited condensed consolidated financial statements have been prepared on a going concern basis, which implies that ~~the~~the Company will continue to realize its assets and discharge its liabilities in the normal course of business. ~~During the year ended December 31, 2021, the Company entered into various loan treaties, convertible notes and other financing arrangements through which we received net cash proceeds of $2,108,000. During the six-month period ended June 30, 2022, the Company received net cash proceeds of $885,250~~ ~~by way of a series of convertible promissory notes and $250,000~~ ~~in the form of related party loans.~~ As of ~~June 30, 2022,~~March 31, 2023, the Company had a working capital deficit of $~~11,150,135~~$3.96 million with approximately $~~215,910~~$0.3 million of cash on hand and an accumulated deficit of $~~22,516,357~~.$19 million. During the three months ended March 31, 2023 the Company received net cash proceeds of $627,400 by way of a series of convertible promissory notes. The Company anticipates a need for up to a further $~~5,000,000~~$5 million in fiscal ~~2022~~2023 to meet its upgraded infrastructure requirements. In addition to the remaining funding which may be provided to the Company under various loan ~~treaty~~ agreements, the Company ~~filed two~~is in the process of filing a follow-on registration ~~statements~~statement on Form S-1 to facilitate ~~this requirement which allow for total~~additional funding of up to $~~15,000,000, both~~a maximum of ~~which have been deemed effective. Up to June 30, 2022 the Company has received funding under these equity lines of $136,029~~.$10,000,000. There is no guarantee the Company will continue to receive financing as required. The continuation of the Company as a going concern is dependent upon the ability to raise additional equity and/or debt financing and the attainment of profitable operations from the Company’s future business. If the Company is unable to obtain adequate capital as needed, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.

The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

COVID-19 Pandemic and other factors
6

While the COVID-19 pandemic has subsided and the global economy is focused on recovery, the impact of COVID-19 could continue to have an adverse impact on the Company going forward. COVID-19 caused significant disruptions to the global financial markets, which may continue to impact the Company’s ability to raise additional capital and to pursue implementation of its planned smart city and related smart venue projects. Additional factors which may impact the Company’s ongoing operations include inflation, potential supply chain issues as a result of the aforementioned recovery from the COVID-19 pandemic, the recent war in the Ukraine, climate change and others. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of a variety of factors including the potential for reduced consumer spending and attendance at locations that use our services. The Company is unable to predict the ongoing impact of these factors on the Company’s consolidated financial operations. There are no assurances that the Company will be able to meet its obligations, raise funds or conclude the acquisition of identified businesses.

GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2023 and 2022 and 2021
(Unaudited)
~~NOTE 1: ORGANIZATION AND DESCRIPTION OF BUSINESS (continued)~~(Unaudited)
~~Covid-19 Pandemic~~: The COVID-19 pandemic could have a continuing adverse impact on our existing sponsorship and revenue agreements. During 2021 the implementation of services under certain of our installation agreements experienced delays as a result of the pandemic. COVID-19 has caused significant disruptions to the global financial markets, which may also continue to impact our ability to raise additional capital. During March 2020, we gave notice of furlough to our administrative support employees in an effort to conserve resources as we evaluate our business development efforts in the coming months. In April 2020, the Company received a grant of $~~6,000~~ ~~and in May 2020 we received a PPP loan and an SBA loan in the approximate cumulative amount of $90,000~~ for operations. During early 2022 the Company reopened its offices and continued with the hiring of additional staff as well as the upgrading of infrastructure requirements to meet anticipated customer requirements for 2022. While recent progress in the battle against COVID leads us to believe that the worst of the effects of the pandemic are past, we cannot say with certainty that the situation will not change. The full impact of the COVID-19 outbreak continues to evolve as of the date of this report, is highly uncertain and still subject to change. While significant uncertainty remains, despite the fact that the Company has been able to source financing, it remains that the COVID-19 outbreak may have a negative impact on its ability to work through its collaborative development efforts with industry partners, and in acquiring venues due to the continuing impact of COVID 19, in particular as a result of the impact to the global supply chain.
NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared by the Company in accordance with accounting principles generally accepted in the United States (“GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The information furnished in the consolidated financial statements includes normal recurring adjustments and reflects all adjustments, which are, in the opinion of management, necessary for a fair presentation of such financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles ~~(“U.S. GAAP”)~~GAAP have been condensed or omitted pursuant to the SEC’s rules and regulations. The results of operations for the ~~six~~three months ended ~~June 30, 2022~~March 31, 2023 are not necessarily indicative of the results to be expected for the full year. These unaudited ~~condensed~~ consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes thereto included in the Company’s ~~2021~~ 2022 Form 10-K as filed with the Securities and Exchange Commission on ~~March 28, 2022.~~April 17, 2023.

Consolidation

These unaudited condensed consolidated financial statements include the accounts of GZ6G Technology Corp. and its 60% controlled subsidiary, Green Zebra Media Corp. (“GZMC’), as of ~~June 30,~~March 31, 2023 and December 31, 2022. All significant intercompany accounting transactions have been eliminated as a result of consolidation.

Use of Estimates

The preparation of these consolidated financial statements in conformity with United States generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

7
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~
Cash and Cash Equivalents

For financial accounting purposes, cash and cash equivalents are considered to be all highly liquid investments with a maturity of three (3) months or less at the time of purchase.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist principally of cash deposits. Accounts at each institution are insured by the Federal Deposit Insurance Corporation (“FDIC”) up to $250,000. At ~~June 30,~~March 31, 2023 and December 31, 2022, the Company had $074,600 and $249,500 in excess of the FDIC insured limit.

Property and Equipment

Property and equipment are recorded at cost. Depreciation on property and equipment are determined using the straight-line method over the three to five year estimated useful lives of the assets.

Research and Development Costs

We charge research and development costs to operations as incurred in accordance with ASC 730-Research and Development, except in those cases in which such costs are reimbursable under customer funded contracts. These amounts are not reflected in the reported research and development expenses in each of the respective periods but are included in net sales with the related costs included in cost of sales in each of the respective periods.

7
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
Revenue Recognition

The Company recognizes revenue in accordance with ASC 606 — Revenue from Contracts with Customers. The core principle of this standard is that a company should record revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. Further under ASC 606, the Company recognizes revenue from licensing agreements and service-based contracts by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied.

We earn revenue from ~~both~~service and sponsorship agreements, digital marketing and the sale of WiFi and communication solutions to customers ~~around~~across the ~~world.~~United States. Revenue is earned from sales of our WiFi media platform and our WiFi monetization hardware (GZ Media hub) embedded with GZ software to create monetization and communication solutions for our customers. Our sales can consist of any one or a combination of items required by our customer including hardware, technology platforms and related support. We also enter into licensing contracts which provide for revenue based on licensing fees and revenue sharing with our licensees.

As we expand, we expect a large portion of our revenue from our digital communication solutions to be derived from service-based contracts where we expect to recognize a significant portion of our contracts over time, as there is a continuous delivery of services to the customer over the contractual period of performance. These contracts may or may not include fixed payments for services over time and/or commission-based fees.
8
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~
~~Revenue Recognition (continued)~~

Direct costs are expected to include materials, labor and overhead to be charged to work-in-progress (including our contracts-in-progress) inventory or cost of sales. Indirect costs relating to long-term contracts, are expected to include expenses such as general and administrative charges, and other costs will be charged to expense as incurred and will not be included in our work-in-process (including our contracts-in-progress) inventory or cost of sales. Total estimates are expected to be reviewed and revised periodically throughout the lives of the contracts, and adjustments to profits resulting from such revisions are made cumulative to the date of the change. Estimated losses on long-term contracts are recorded in the period in which the losses become evident. If we do not accurately estimate the total sales, related costs and progress towards completion on our long-term contracts, the estimated gross margins may be significantly impacted, or losses may need to be recognized in future periods. Any such resulting changes in margins or contract losses could be material to our results of operations and financial condition.

In addition, certain of our contracts will include termination for convenience or non-performance clauses that provide the customer with the right to terminate the contract. Such terminations could impact the assumptions regarding total contract revenues and expenses utilized in recognizing profit under those contracts where we apply the percentage-of-completion method of accounting. Changes to these assumptions could materially impact our results of operations and financial condition. As we fully implement our business model, our inability to perform on our long-term contracts could materially impact our results of operations and financial condition.

Stock-Based Compensation

We account for stock-based transactions in which the Company receives services from employees, non-employees, directors or others in exchange for equity instruments based on the fair value of the award at the grant date in accordance with ASC 718 – Compensation-Stock Compensation. Stock-based compensation cost for stock options or warrants is estimated at the grant date based on each instrument’s fair value as calculated by the Black-Scholes option pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period for the award.

8
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
Debt Issue Costs

The Company may pay debt issue costs in connection with raising funds through the issuance of debt whether convertible or not or with other consideration. These costs are recorded as debt discounts and are amortized over the life of the debt to the statement of operations as interest expense.

Original Issue Discount

If debt is issued with an original issue discount, the original issue discount is recorded to debt discount, reducing the face amount of the note and is amortized over the life of the debt to the statement of operations as interest expense. If a conversion of the underlying debt occurs, a proportionate share of the unamortized amounts is immediately expensed.

Stock Settled Debt

In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, the Company had recorded within Convertible Notes, net of discount, the amount of $~~8,680,783~~56,635 and $~~8,320,525~~5,324,016, respectively, for the value of the stock settled debt with respect to certain convertible notes (see Note 6)5).
9
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~

Leases

~~In February 2016, the Financial Accounting Standards Board (“FASB”) issued ASU No. 2016-02 –~~ ~~Topic~~The Company follows ASC 842 ~~Leases.~~ ~~ASU 2016-02~~Leases, which requires ~~that~~recognition of most leases ~~be recognized~~ on the ~~financial statements,~~balance sheet, specifically the recognition of right-to-use assets and related lease liabilities, and enhanced disclosures about leasing arrangements. The Company elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and will continue to recognize rent expense on a straight-line basis.

Fair Value of Financial Instruments

ASC 820, Fair Value Measurements and Disclosures, defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC 820 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. FASB ASC 820 describes three levels of inputs that may be used to measure fair value:

Level 1 – Quoted prices in active markets for identical assets or liabilities.

Level 2 – Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 – Unobservable inputs that are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

If the inputs used to measure the financial assets and liabilities fall within more than one level described above, the categorization is based on the lowest level of input that is significant to the fair value measurement of the instrument.

Income Taxes

The Company follows ASC 740 – Income Taxes, which requires the use of the asset and liability method of accounting for income taxes. Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.

9
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
Basic and Diluted Net Income (Loss) Per Share

In accordance with ASC 260 – Earnings Per Share, the basic loss per common share is computed by dividing net loss available to common stockholders by the weighted average number of common stock outstanding. Diluted loss per common share is computed similar to basic loss per common share except that the denominator is increased to include the number of additional shares of common stock that would have been outstanding if the potential common stock had been issued and if the additional shares of common stock were dilutive. Potential common stock consists of the incremental common stock issuable upon convertible notes, classes of shares with conversion features.

10
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)~~
~~Basic and Diluted Net Income (Loss) Per Share~~
The computation of ~~basic~~diluted loss per share for the ~~periods~~three months ended ~~June 30,~~March 31, 2022 ~~and 2021~~ excludes potentially dilutive securities of underlying share purchase warrants, convertible notes, and preferred shares, because their inclusion would be antidilutive. ~~As a result, the computations of net loss per share for each period presented is the same for both basic and fully diluted.~~

The table below reflects the potentially dilutive securities ~~at each reporting period~~ ~~which~~that have not been ~~excluded from~~included in the computation of diluted net loss per share:

June 30,
2022 June 30,
2021 March 31,
2023 March 31,
2022
Convertible Notes 23,691,779 4,871,812 806,072,163 5,222,570
Stock purchase warrants 2,402,154 - 841,724,017 1,130,487
Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred) 50,000,000 50,000,000 50,000,000 50,000,000
Total 76,093,933 54,871,812 1,697,796,180 56,353,057

Recently Issued Accounting Pronouncements
In August 2020, the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments that may be settled in cash or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein. The Company has not yet adopted this ASU and does not expect the adoption of ASU 2020-06 to have a material impact on the Company’s financial statements or disclosures.

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

NOTE 3: PROPERTY AND EQUIPMENT

Property and equipment, net consists of the following:

June 30,
2022 December 31,
2021 March 31,
2023 December 31,
2022
Office equipment $ 205,347 $ 166,372 $ 192,647 $ 192,647
Leasehold improvements 12,813 31,919 12,813 12,813
Software 100,595 72,330 155,550 143,070
Total 318,755 270,621 361,010 348,530
Less: accumulated depreciation and amortization (106,896 ) (35,445 ) (190,147 ) (160,869 )
Total property and equipment, net $ 211,859 $ 235,176 $ 170,863 $ 187,661

Depreciation expense amounted to $~~24,973~~29,278 and $~~1,603~~46,478 for the three months ~~periods~~ ended ~~June 30,~~March 31, 2023, and 2022, ~~and 2021,~~ respectively.
~~Depreciation expense amounted to $71,451~~ ~~and $2,189~~ ~~for the six months periods ended June 30, 2022, and 2021, respectively.~~
11
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 4:~~ ~~PREPAID EXPENSES~~
~~Prepaid expenses~~ ~~at June 30, 2022 and December 31, 2021 consist of the following:~~
June 30,
2022 December 31,
2021
Reseller agreement (1) $ - $ 3,467
Other expenses (2) 30,804 15,119
Total $ 30,804 $ 18,586
~~(1)~~ On January 31, 2017, GZMC entered into a white label reseller agreement with Purple Wifi Limited, a company based in the UK that provides a hosted software solution as a Wifi hotspot platform for use on a company’s Wifi hardware and also provides customer analytics services and marketing opportunities along with ancillary support services. The reseller agreement had an initial term of three years and was subsequently amended to reflect a five (5) year term. Under the terms of the agreement GZMC was required to pay a fee of $~~52,000~~ ~~of which a total of $6,450~~ was unpaid and is included in accounts payable as of June 30, 2022 and December 31, 2021. The total amount expended under the reseller agreement was initially recorded as prepaid expenses on the Company’s Balance Sheets and has been fully amortized over the term of the agreement on a five-year straight-line basis as part of general and administrative expense.
~~(2)~~ ~~Other prepaid expenses include annual subscription fees for software, insurance, prepaid term marketing expenses and office security services.~~

NOTE 5:4: OTHER CURRENT ASSETS

Other current assets consist of the following at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:

June 30,
2022 December 31,
2021 March 31,
2023 December 31,
2022
Security deposits $ 14,691 $ 14,691 $ 14,691 $ 14,691
Other deposits and receivables 1,258 1,258 1,258 1,258
Total $ 15,949 $ 15,949 $ 15,949 $ 15,949
10
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)

NOTE 6:5: DEBT

Loan Treaty Agreement

On December 21, 2020, the Company entered into a Loan Treaty Agreement with a third party (“Treaty Agreement”) whereby the lender agreed to provide a loan in the amount of up to $450,000 to the Company in $25,000 tranches, deposited weekly, memorialized by promissory notes in increments of $100,000. Each amount deposited has a term of 12 months for repayment and shall bear an interest rate of 8% per annum. In addition, at the option of the Lender, each $25,000 loaned to the Company may be converted into common shares at a 25% discount to the market price at the close of business on November 23, 2020 ($0.26 x 75% = $0.195); or $0.195 per share. Each $25,000 may be converted at the one-year anniversary of the date of the weekly deposit, unless the Company becomes a fully reporting company, at which time the holder may convert such debt to common shares in six months, or if the underlying shares are registered, conversion may occur upon Notice of Effect from the Securities and Exchange Commission. On April 1, 2021, the Company entered into an amendment to the Loan Treaty Agreement originally executed on December 21, 2020. Under the terms of the amendment the lender agreed to fund an additional $1 million dollars over 90 business days in equal weekly tranches of $55,556. Each tranche may be converted under the same terms as the original loan treaty, or $0.195 per share, commencing the one-year anniversary of the date of the weekly deposit, unless the Company becomes a fully reporting company, at which time the holder may convert such debt to common shares in six months, or if the underlying shares are registered, conversion may occur upon Notice of Effect from the Securities and Exchange Commission.

12
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 6: DEBT (continued)~~
~~Loan Treaty Agreement (continued)~~
During the ~~fiscal~~ year ended December 31, 2021, the Company received weekly tranche deposits for an aggregate of $1,100,000. The Company recorded $11,656,833 as the liability on stock settled debt associated with the tranches which amount is amortized over the terms of the notes.

During the ~~six months~~year ended ~~June 30,~~December 31, 2022, the Company received a further $50,000 under this loan treaty. The Company recorded $~~360,258~~,$360,258, as the liability on stock settled debt associated with the tranche which amount is amortized over the terms of the notes. A total of $250,000 remains to be funded under the terms of this Treaty Agreement.

On October 27, 2021, the Company issued 2,051,282 shares of common stock to the lender in consideration for $400,000 in loans provided under the terms of the Treaty Agreement at $0.195 per share. ~~A total~~
On August 3, 2022, the Company issued 1,538,462 shares of common stock to the lender in consideration for $~~250,000~~300,000 ~~remains to be funded~~in loans provided under the terms of ~~this~~the Treaty ~~Agreement.~~Agreement at $0.195 per share.
On February 28, 2023, the Company issued 3,135,146 shares of common stock to the lender in consideration for principal of $500,000 in loans and unpaid interest $111,353 provided under the terms of the Treaty Agreement at $0.195 per share. The loan was settled in full.

The carrying value of funding tranches is as ~~follows:~~follows:

June 30,
2022 December 31,
2021 March 31,
2023 December 31,
2022
Principal $ 800,000 $ 750,000 $ - $ 500,000
Stock-settled liability 8,680,783 8,320,525      - 5,171,803
Total 9,480,783 9,070,525 - 5,671,803
Unamortized debt discount (891,941 ) (4,067,059 ) - (20,726 )
Debt carrying value $ 8,588,842 $ 5,003,466 $ - $ 5,651,077

The interest expenses for the funding tranches are as ~~follows:~~follows:

Three Months Ended Six Months Ended Three Months Ended
June 30, June 30, March 31,
2022 2021 2022 2021 2023 2022
Interest expense on notes $ 15,956 $ 12,959 $ 31,507 $ 16,394 $ 6,465 $ 15,551
Amortization of debt discount 1,415,635 1,599,476 3,535,376 1,884,293 20,726 2,119,741
Total: $ 1,431,591 $ 1,612,435 $ 3,566,883 $ 1,900,687 $ 27,191 $ 2,135,292

The accrued interest payable is as ~~follows:~~follows:

Balance, December 31, 2021 $ 50,981 $ 50,981
Interest expense on the convertible notes 31,507 53,907
Balance, June 30, 2022 $ 82,488
Balance, December 31, 2022 104,888
Interest expense on the convertible notes 6,465
Converted to shares (111,353 )
Balance, March 31, 2023 $ -

11
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
Gain related to extinguishment during the three months ended March 31, 2023:
Three Months ended March 31, 2023
Debt principal $ 500,000
Stock-settled liability 5,171,803
Interest payable 111,353
Total 5,783,156
Issuance of 3,135,146 shares of common stock (19,751 )
Gain on extinguishment of debt upon conversion $ 5,763,405
Convertible Debt with Warrant Agreement
On November 11, 2021, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $560,000 for the purchase price of $504,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $1.00 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 560,000 common shares at $1.00 per share for a term of three (3) years.

13
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 6: DEBT (continued)~~
~~Convertible Debt with Warrant Agreement (continued)~~
On December 16, 2021, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $560,000 for the purchase price of $504,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $1.00 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 560,000 common shares at $1.00 per share for a term of three (3) years.

In accordance with ASC 470 – Debt, the proceeds in fiscal year 2021 of $1,008,000 was allocated based on the relative fair values of the convertible notes and the warrants of $504,027 and $503,973, respectively. The Warrant was valued at $503,973 and was recorded as a debt discount which is being amortized over the life of the Note. In addition, the Note had a ~~beneficial conversion feature (BCF) in the amount~~debt discount of $616,027 ~~which was recorded as a debt discount which~~ is being amortized over the life of the ~~Note. The~~Note for a total debt discount ~~totaled~~of $1,120,000.

On April 4, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $365,000 for the purchase price of $328,500. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $1.00 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 365,000 common shares at $1.00 per share for a term of ~~three (3)~~five (5) years.

On May 23, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $440,000 for the purchase price of $396,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $0.30 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 1,466,667 common shares at $0.30 per share for a term of three (3) years.

On September 20, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $176,000 for the purchase price of $158,400. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $0.03 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 3,520,000 common shares at $0.10 per share for a term of five (5) years.
On November 3, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $160,000 for the purchase price of $144,000. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $0.02 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 2,400,000 common shares at $0.10 per share for a term of five (5) years.
12
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
On November 23, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $293,000 for the purchase price of $263,700. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $0.02 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 5,860,000 common shares at $0.10 per share for a term of five (5) years.
On December 20, 2022, the Company entered into a Promissory Note with an investor in which the investor agreed to lend the Company the principal amount of $293,000 for the purchase price of $263,700. The Term of the Note is twelve months with an interest rate of 12%. The conversion rate of the Note is fixed at $0.015 per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional 5,860,000 common shares at $0.10 per share for a term of five (5) years.
In accordance with ASC 470 – Debt, the proceeds in ~~six months~~the year ended ~~June 30,~~December 31, 2022, of $~~724,500~~1,554,300 ~~was~~were allocated based on the relative fair values of the convertible notes and the warrants of ~~$364,497~~$948,158 and ~~$360,003,~~$606,142, respectively. The Warrant was valued at ~~$360,003~~$606,142 and was recorded as a debt discount which is being amortized over the life of the Note. In addition, the Note had a ~~beneficial conversion feature (BCF)~~debt discount in the amount of $~~444,007~~792,824 which was recorded as a debt discount which is being amortized over the life of the ~~Note. The~~Note for a total debt discount ~~totaled~~of $~~805,000~~1,571,666.
On January 23, 2023, the Company entered into a Promissory Note with Mast Hill Fund, L.P. for the Principal Amount of $293,000, and an Actual Amount of Purchase Price of $263,700. The Conversion rate on the note is $0.0035 per share, subject to adjustments. The total disbursement to GZ6G was $250,789, with a term of twelve months and an interest rate of 12%. Proceeds will be used, for operating costs and further execution of GZ6G’s business plans. Concurrently the Company issued Mast Hill a stock purchase warrant for the purchase of 11,720,000 shares of common stock at an exercise price of $0.05 per share for a term of five years.
On March 16, 2023, the Company entered into a Promissory Note with Mast Hill Fund, L.P. for the Principal Amount of $293,000, and an Actual Amount of Purchase Price of $263,700. The Conversion rate on the note is $0.0035 per share, subject to adjustments. The total disbursement to GZ6G was $250,789, with a term of twelve months and an interest rate of 12%. Proceeds will be used, for operating costs and further execution of GZ6G’s business plans. Concurrently the Company issued Mast Hill a stock purchase warrant for the purchase of 11,720,000 shares of common stock at an exercise price of $0.05 per share for a term of five years.
In accordance with ASC 470 – Debt, the proceeds in the three months ended March 31, 2023, of $527,400 was allocated based on the relative fair values of the convertible notes and the warrants of $462,681 and $64,319, respectively. The Warrant was valued at $64,319 and was recorded as a debt discount which is being amortized over the life of the Note. In addition, the Note had a debt discount in the amount of $418,502 which was recorded as a debt discount which is being amortized over the life of the Note for a total debt discount of $541,421.

During the ~~six months~~year ended ~~June 30,~~December 31, 2022, the Company paid $281,000 in cash to settle a portion of the outstanding principal and $~~19,711~~31,781 in cash to settle interest payable related to the December 16, 2021, convertible note.

During the year ended December 31, 2022, the Company issued an accumulated 21,990,255 shares of common stock pursuant to Notice of Conversion from lenders to settle certain portion of principal together with accrued interest payable and fees.
During the three months ended March 31, 2023, the Company issued an accumulated 26,500,000 shares of common stock pursuant to Notice of Conversion from lenders to settle certain portion of principal together with accrued interest payable and fees.
The carrying value of the tranches is as follows:
Schedule of ~~convertible debts~~the carrying value of the tranches
June 30,
2022 December 31,
2021 March 31,
2023 December 31,
2022
Principal $ 1,925,000 $ 1,120,000 $ 2,741,149 $ 2,847,000
Shares issued under conversion (111,960 ) (410,851 )
Repaid to principal (281,000 ) - - (281,000 )
Total 2,629,190 2,155,149
Unamortized debt discount (1,361,563 ) (1,047,626 ) (1,352,939 ) (1,280,068 )
Debt carrying value $ 282,437 $ 72,374 $ 1,276,251 $ 875,081

1413

GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2023 and 2022 and 2021
(Unaudited)
~~NOTE 6: DEBT (continued)~~
~~Convertible Debt with Warrant Agreement (continued)~~(Unaudited)

The interest expenses related to the tranches are as follows:
Schedule of ~~convertible debt~~the interest expense related to the tranches

Three Months Ended Six Months Ended Three Months Ended
June 30, June 30, March 31,
2022 2021 2022 2021 2023 2022
Interest expense on notes $ 46,021 $ - $ 79,161 $ - $ 69,836 $ 33,140
Amortization of debt discount 432,133 - 491,063 - 468,550 58,930
Total: $ 478,154 $ - $ 570,224 $ - $ 538,386 $ 92,070

The accrued interest payable is as follows:
Schedule of ~~convertible note~~the accrued interest payable
Balance, December 31, 2021 $ 13,440 $ 13,340
Interest expense on the convertible notes 79,161 178,374
Shares issued under conversion (124,742 )
Repaid in cash (19,711 ) (31,781 )
Balance, June 30, 2022 $ 72,890
Balance, December 31, 2022 35,291
Interest expense on the convertible notes 69,836
Shares issued under conversion (11,030 )
Balance, March 31, 2023 $ 94,097

Loss related to extinguishment during the three months ended March 31, 2023:
Schedule of loss related to extinguishment

Debt principal $ 111,960
Accrued interest payable 11,030
Transfer agent fee 20,148
Total 143,138
Issuance of 26,500,000 shares of common stock (151,762 )
(Loss) on extinguishment of debt upon conversion $ (8,624 )
During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, the Company issued shares in respect to a Put notice (Note 10(5)) with a strike price of ~~$0.095985~~$0.0035 per share which triggered a dilutive issuance clause in the aforementioned Convertible Note agreements downward adjusting the conversion price per share to match the strike price.
Convertible Promissory Note

~~On June 3,~~During the year ended December 31 2022, the Company entered into aseveral Convertible Promissory ~~Note~~Notes with an investor in which the investor agreed to lend the Company the accumulated principal amount of $~~160,000~~321,500 for the purchase price of $~~156,250~~306,250. The Term of ~~the Note~~these Notes is twelve months with an interest rate of 10%. The conversion rate of the Note is as follows: 35% discount to the lowest bid price during the ten-day trading period prior to a notice of conversion. The funds were used for operating costs and further execution of GZ6G’s business plan. The Company recorded $172,982 as the liability on stock settled debt associated with these convertible promissory notes which amount is amortized over the terms of the notes. During the year ended December 31, 2022, the Company issued an accumulated 8,452,680 shares of common stock pursuant to Notice of Conversion from lenders to settle certain portion of principal. During the three months ended March 31, 2023, the Company issued an accumulated 27,928,509 shares of common stock pursuant to Notice of Conversion from lenders to settle certain portion of principal and unpaid interest.
During the year ended December 31, 2022, the Company entered into a Convertible Promissory Notes with an investor in which the investor agreed to lend the Company the accumulated principal amount of $54,000 for the purchase price of $50,000. The Term of these Notes is twelve months with an interest rate of 10%. The conversion rate of the Note is as follows: 35% discount to the lowest bid price during the ten-day trading period prior to a notice of conversion. The funds were used for operating costs and further execution of GZ6G’s business plan. The Company recorded $33,077 as the liability on stock settled debt associated with these convertible promissory notes which amount is amortized over the terms of the notes.
14
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
On March 8, 2023 the Company into a Promissory Note with 1800 Diagonal Lending LLC for the Principal Amount of $116,760 and an Actual Amount of Purchase Price of $104,250. The total disbursement to GZ6G was $100,000, with a term of twelve months and an interest rate of 12%. The note requires 10 monthly payments of $13,077 commencing April 30, 2023. In the event of default the holder shall have the right to convert interest and principal into shares of common stock based on a conversion price of 75% of the lowest trading price of the Company’s common stock in the preceding 10 days. Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.

The carrying value of this convertible promissory note is as follows:

June 30,
2022 December 31,
2021 March 31,
2023 December 31,
2022
Principal $ 160,000 $ - $ 214,510 $ 275,250
Accrued interest payable 14,011 -
Stock-settled liability 86,154 - 56,635 152,213
Total 246,154 - 285,156 427,463
Unamortized debt discount (81,795 ) - (67,893 ) (106,500 )
Debt carrying value $ 164,359 $ - $ 217,263 $ 320,963

The interest expenses for the convertible promissory note are as ~~follows:~~follows:

Three Months Ended Six Months Ended Three Months Ended
June 30, June 30, March 31,
2022 2021 2022 2021 2023 2022
Interest expense on note $ 1,797 $ - $ 1,797 $ - $ 4,327 $ -
Amortization of accrued interest 1,440
Amortization of debt discount 8,109 - 8,109 - 50,100 -
Total: $ 9,906 $ - $ 9,906 $ - $ 55,867 $ -

The accrued interest payable is as follows:
Schedule of the promissory note accrued interest payable

Balance, December 31, 2021 $ -
Interest expense on the convertible note 16,077
Balance, December 31, 2022 $ 16,077
Interest expense on the convertible note 4,327
Cash payment (2,710 )
Shares issued under conversion (13,529 )
Balance, March 31, 2023 $ 4,165
Loss related to extinguishment during the three months ended March 31, 2023:
Schedule of loss related to convertible promissory note ~~accrued interest~~extinguishment

Balance, December 31, 2021 $ -
Interest expense on the convertible note 1,797
Balance, June 30, 2022 $ 1,797

Debt principal $ 177,500
Stock-settled debt 95,578
Accrued interest payable 16,238
Total 289,316

Issuance of 27,928,509 shares of common stock (319,657 )
Cash paid (70,574 )
Unamortized debt discount (17,838 )
Total (408,069 )

(Loss) on extinguishment of debt upon conversion $ (118,753 )
15

GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2023 and 2022 and 2021
(Unaudited)
~~NOTE 6: DEBT (continued)~~(Unaudited)

SBA

On May 19, 2020, the Company received a long-term loan from U.S. Small Business Administration (SBA) in the amount of $~~44,000~~,$44,000, upon the following conditions:

Payment: Installment payments, including principal and interest, of $215 monthly, will begin twenty-four (24) months from the date of the promissory note, or May 19, 2022. The balance of principal and interest will be payable Thirty (30) years from the date of the promissory note.

Interest: Interest accrues at the rate of 3.75% per annum and will accrue only on funds actually advanced from the date(s) of each advance.

Payment terms: Each payment will be applied first to interest accrued to the date of receipt of each payment, and the balance, if any, will be applied to principal; each payment will be made when due even if at that time the full amount of the loan has not yet been advanced or the authorized amount of the Loan has been reduced.

The interest expenses related to the SBA loan are as follows:

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
Interest expense on notes $ 412 $ 402 $ 818 $ 818

Three Months Ended
March 31,
2023 2022
Interest expense on notes $ 406 $ 406

The accrued interest payable is as follows:
~~Schedule of accrued interest payable related to a the SBA loan~~
Balance, December 31, 2021 $ 2,672 $ 2,672
Addition: Interest expense 818 1,650
Balance, June 30, 2022 $ 3,490
Balance, December 31, 2022 4,322
Addition: Interest expense 406
Balance, March 31, 2023 $ 4,728

PPP funds

The Paycheck Protection Program (“PPP”) is a loan designed to provide a direct incentive for small businesses to keep their workers on the payroll. SBA will forgive loans if all employee retention criteria are met, and the funds are used for eligible expenses. The loan may be forgiven in full if the funds are used for payroll costs, interest on mortgages, rent, and utilities (with at least 60% of the forgiven amount having been required to be used for payroll). Additional terms include:

● 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.

On May 14, 2020, the Company received PPP proceeds of $45,450. As of December 31, 2021, the Company paid $5,702 including $5,061 in principal and $641 in interest payable in respect of this loan. The Company requested full loan forgiveness by submitting a request to the lender. The total loan principal amount of $45,450 with the interest amount of $641 was forgiven in full in the three months ended March 31, 2022. As a result, the Company recorded the full amount of $46,091 that had been received as other income.
16
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)

~~NOTE 6: DEBT (continued)~~
Other Short-term loans

On January 5, 2018, GZMC entered into a loan agreement with National Funding Inc. whereby the Company acquired funding in the amount of $20,625.   The terms of the loan called for the Company to pay an origination fee of $412 and to repay $26,400 by way of 176 daily payments of $150.   As of ~~June 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, there was an outstanding amount of $3,768 due and payable on the loan, and the loan was in default.
16
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
NOTE 7:6: CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES

The Company generates revenue from contracts which, among other services, provide wireless and digital promotion rights for certain events including WiFi media network advertising rights, and the development of smart venue wireless networks and software engagement technology products for airports, stadiums, campuses, cities and other venues in the United States and International markets. In general, our contracts require several months of implementation which is charged at a fixed rate, followed by monthly maintenance and management services, ad hoc fixed rate services, and a share in advertising revenue, when applicable. As a result, the Company will accept deposits from customers, which deposits are applied as each stage of our implementation is complete or under the terms of the service contract. Invoices issued to customers for the implementation phase of our contracts are due and payable when issued, however, as the associated scope of services have not yet been concluded, these invoices do not yet meet the revenue recognition criteria required to report these amounts as earned revenue (ref: Note 2 – Revenue Recognition). As a result, deposits when received from customers are included as liabilities on our balance sheets.

The following table provides balances of customer receivables and contract liabilities as of ~~June 30, 2022,~~March 31, 2023 and December 31, ~~2021:~~2022:

June 30, 2022 December 31,
2021 March 31, 2023 December 31,
2022
Customer receivables ⁽¹⁾ $ - $ - $ - $ -
Contract liabilities (Customer deposits) ^{(1), (2) (a), (b), (c)} $ 178,000 $ 209,000
Contract liabilities (Customer deposits) ^{(1), (2), (a), (b), (c), (d)} $ 173,230 $ 172,000

(1) The Company has deposits of $~~178,000~~173,230 and $~~209,000~~172,000, respectively as at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, with respect to certain future services to be provided, which 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. During the three months ~~and six months~~ ended ~~June 30,~~March 31, 2023 and 2022, the Company recorded $3,000 and $~~6,000~~3,000, respectively as income relative to the above contracts and returned $0 and $25,000, respectively in previously paid deposits to one of its customers.

(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. During the three ~~and six~~ months ended ~~June 30,~~March 31, 2023 and 2022 , we have recognized $3,000 and $~~6,000~~3,000, respectively in revenue from customer deposits on ~~hand (June 30, 2021 - Nil).~~hand. The Company and certain customers are currently in negotiations to determine the best way to proceed with the delayed implementation of certain prior period contracts for which we have received deposits but have not completed the scope of work.
17
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)

~~NOTE 7: CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES~~
Performance Obligations

While we had originally expected to recognize revenue during fiscal 2020 with respect to contracts for which we have received customer deposits, the impact of COVID-19 had a significant impact on implementation. TheThe Company is currently in negotiations to determine the best way to proceed with the delayed implementation of these contracts, or their termination.

(a) We executed a license agreement for the country of Spain in fiscal 2016 and the Company received an initial deposit of $25,000 against the total licensing fee payable.   This amount has been recorded on the Company’s balance sheets as deferred income.   While the Company and the customer attempted to negotiate an amendment to the terms of the agreement in late fiscal 2019, the onset of COVID-19 resulted in further delays which are ongoing. As a result, the Company is currently in negotiation for a formal termination of the agreement with this customer.
17
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)

(b) On July 11, 2019, GZMC entered into an Airport WiFi Sponsorship Marketing Agreement with a third party whereunder GZMC will secure long-term, exclusive and non-exclusive smart venues for WiFi marketing, digital marketing and data analytics for various brand sponsors at various airports across the United States. There were several venues anticipated under the terms of the agreement with installations commencing on various schedules. GZMC generated invoices for $100,000 for each of 13 venues, whereby $65,000 per venue is due on receipt of the invoice and the remaining $35,000 is due sixty days thereafter. As at ~~June 30, 2022 and~~ December 31, 2021, the Company ~~has~~had received partial payments of $~~130,000~~$130,000 against the initial deposit required, of which a total of $25,000 was returned during the ~~period~~year ended December 31, 2022 leaving $105,000 on deposit. Previously the Company expected revenue recognition under these contracts to commence in fiscal 2020, however, as a result of the impact of the COVID-19 pandemic, the project has been delayed indefinitely. Funds originally provided for the implementation of this project are anticipated to be applied as a deposit on a project yet to be identified or otherwise, fully repaid.

(c) On October 6, 2020, the Company received a purchase order in the amount of $132,000 in regard to a Media Agreement described in Note 9(3) below. During the year ended December 31, 2021, the Company completed the installation terms included in the purchase order and as a result $78,000 has been reflected as revenue as at December 31, 2021. A further ~~$6,000~~$3,000 and $3,000, respectively, was recorded as income during the ~~six~~three months ended ~~June 30,~~March 31, 2023 and 2022, with the remaining $~~48,000~~39,000 included in deferred income in relation to future service obligations under the contract which will be earned over the term of the service contract.
(d) During the three months ended March 31, 2023 the Company received a deposit from a customer in the amount of $4,230 in respect to services to be provided in future periods.

NOTE 8:7: RELATED PARTY TRANSACTIONS

Terrence Flowers

As at December 31, 2019, a total of $11,110 was payable to Mr. Terrence Flowers, who ceased to be a shareholder, officer and director on July 9, 2018. During the year ended December 31, 2020, the Company repaid $11,000 to Mr. Flowers, leaving a balance due of $110 at ~~June 30, 2022~~March 31, 2023 and ~~December 31, 2021.~~2022. The amount is reflected on the balance sheet in related party payables.

18
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 8: RELATED PARTY TRANSACTIONS (continued)~~
Coleman Smith and ELOC Holdings Corp.

On July 9, 2018, Mr. William Coleman Smith was appointed to the Board of Directors of the Company and as President, Secretary and Treasurer of the Company. Subsequently, on July 10, 2018, the Company executed a consulting agreement with ELOC Holdings Corp., a company controlled by Mr. Smith, whereby ELOC will provide the services of Mr. Smith for a fee of $10,000 per month. On April 1, 2021, the Company revised Mr. Smith’s compensation so that he also receives $10,000 per month directly as an employee in addition to accrued monthly fees for management services provided through controlled entity ELOC. On February 7, 2022, the board of directors of the Company approved and authorized a further increase of $10,000 per month in salary for Mr. Smith directly, effective January 1, 2022.

On April 29, 2014, our 60% controlled subsidiary, GZMC, entered into a management and consulting agreement with Mr. Smith, the sole officer and director of GZMC whereunder GZMC is required to pay an annual salary of $120,000 to Mr. Smith.

During the year ended December 31, 2020, Mr. Smith and ELOC Holdings Corp made short term loans with interest at 1.5% per month to the Company to pay various expenses. As of December 31, 2020, Mr. Smith, ELOC Holdings Corp. and the Company agreed to retroactively allocate interest in the amount of 5% per annum to loans, advances, wages and management fees payable by each of GZMC and the Company from January 1, 2020 forward. The parties entered into a single consolidated promissory note at 5% per annum for all amounts payable to each of ELOC and Smith, with a principal amount of $1,217,579 payable to ~~ELOC.~~ELOC, due on demand.

During the fiscal year ended December 31, 2021, the Company paid a total of $151,854~~, of which $11,854~~ ~~was repaid during the six months ended June 30, 2021,~~ to ELOC to reduce the principal balance on the loan.

During the ~~six months~~year ended ~~June 30,~~December 31, 2022, the Company issued 2,500,000 shares of restricted common stock in partial payment of his promissory notes in the amount of $75,000, at $0.03 per share.
18
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
During the year ended December 31, 2022, the Company’s CEO, William Coleman Smith entered into Promissory Notes with the Company for a total of $250,000 due and payable ~~within 5 (days) of the Company receiving proceeds and~~in demand with bearing interest at 1%.
~~No repayments were made pursuant to above loans during~~ During the ~~six months~~year ended ~~June 30, 2022.~~December 31, 2022, the Company’s CEO, William Coleman Smith entered into Promissory Notes with the Company for a total of $200,100 due and payable on demand with bearing interest at 12%.

The following amounts are included in debt to related party on our Balance Sheets:

Balance at December 31, 2020, Debt, related party $ 1,217,579
Payments on loan (151,854 )
Balance at December 31, 2021, Debt, related party. 1,065,725
Convertible Promissory Notes for funding provided 250,000
Balance at June 30, 2022, Debt, related party. $ 1,315,725
Balance at December 31, 2021, Debt, related party. $ 1,065,725
Shares issued to settle debt (75,000 )
Promissory Notes for funding provided 450,100
Balance at December 31, 2022, Debt, related party. $ 1,440,825
Balance at March 31, 2023, Debt, related party. $ 1,440,825

The interest expenses related to above loans are as ~~follows:~~follows:

Three Months Ended Six Months Ended
June 30, June 30,
2022 2021 2022 2021
Interest expense on notes $ 13,562 $ 13,066 $ 26,700 $ 28,374

19
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 8: RELATED PARTY TRANSACTIONS (continued)~~
~~Coleman Smith and ELOC Holdings Corp.~~

Three Months Ended
March 31,
2023 2022
Interest expense on notes $ 18,752 $ 13,138

During the three ~~and six~~ month ~~periods~~period ended ~~June 30,~~March 31, 2023 and 2022, the Company accrued $30,000 ~~and $60,000~~in management fees to ELOC ~~respectively~~ and paid management fees to Coleman Smith of $90,000 ~~and $180,000, respectively. During the three and six months periods ended June 30, 2021, the Company accrued $30,000~~ ~~and $60,000~~ ~~in management fees to ELOC respectively, and paid management fees to Coleman Smith of $60,000~~ ~~and $90,000, respectively.~~.

The following amounts are included in related party payables on our Balance ~~Sheets:~~Sheets:

June 30,
2022 December 31,
2021 March 31,
2023 December 31,
2022
Coleman Smith, President $ 1,657 $ 3,946 $ 73,841 $ 67,256
Interest payable 82,413 55,713 128,537 109,785
ELOC Holdings Corp. 180,000 120,000 270,000 240,000
Terrence Flowers 110 110 110 110
$ 264,180 $ 179,769 $ 472,488 $ 417,151

On ~~April 8, 2021,~~September 1, 2022, the Company ~~and~~issued 2,500,000 shares of restricted common stock, with a fair value $60,250, to William Coleman Smith ~~officer and~~for director ~~entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC~~services rendered during the first two quarters of 2022.
Stock Awards issued to independent directors
On September 1, 2022, the Company ~~for consideration of 10 million unregistered, restricted~~issued 100,000 shares of restricted common ~~stock. On the conclusion~~stock for directors’ services provided by each of ~~the transaction, the Company controlled 60%~~Mr. Procniak and Mr. Hale, independent directors, with a fair value of ~~GZMC.~~$2,410, respectively.

NOTE 9:8: OPERATING LEASE

On May 19, 2021, the Company signed an 18-month lease for office premises in California located at 1 Technology Drive, Bldg. B, Irvine, CA 92618, Suite no. B123 occupying approximately 6,498 square feet of usable space. The terms of the lease provide for basic monthly rent in the first year of approximately $9,097 per month, and $9,487 for each of the remaining six months. In addition, the tenant is responsible for their share of operating expenses, utilities and services. On February 4, 2022, the Company signed a first amendment to the lease agreement to extend the lease term to November 30, 2027. The terms of the lease provide for basic monthly rent starting in December 2022 of approximately $10,592, with annually increasing around 4%. In addition, the tenant is responsible for their share of operating expenses, utilities and services. As a result of the adoption ASU No. 2016-02 – Topic 842 Leases, the Company recognized a lease liability and right-to-use asset of approximately ~~$645,440,~~$645,440, which represented the present value of the remaining minimum lease payments using an estimated incremental borrowing rate of 6.75% on January 1, 2022.

19
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
Future minimum lease payments in respect of the above leases as of ~~June 30, 2022,~~March 31, 2023 as presented in accordance with ASC 842 were as follows:

2022 58,027
2023 127,556
2024 133,014
2025 138,472
2026 143,931
Remaining periods 136,527
Total future minimum lease payments 737,527
Less: imputed interest (125,740 )
Total 611,787
Current portion of operating lease 82,701
Long term portion of operating lease $ 529,086
20
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)

2023 95,780
2024 133,014
2025 138,472
2026 143,931
2027 136,527
Total future minimum lease payments 647,724
Less: imputed interest (96,046 )
Total 551,678
Current portion of operating lease 93,549
Long term portion of operating lease $ 458,129

NOTE ~~10:~~9: COMMITMENTS

(1) On April 2, 2019, a vendor of the Company, the “Plaintiff” filed a complaint against the Company’s 60% controlled subsidiary, Green Zebra, in the Superior Court of California, Orange County for unpaid invoices related to services and products sold in fiscal 2017, including reasonable value in the amount of $61,899.62. The Court approved a default judgement on January 23, 2020, with respect to the aforementioned claim, including the following:
Schedule of default judgement

Damages $ 61,890
Prejudgment interest at the annual rate of 10% 9,835
Attorney fees 1,200
Other costs 505
Total judgement value $ 73,430

In April 2021, the Plaintiff perfected the judgement and obtained a hold against a bank account controlled by Green Zebra in the approximate amount of $16,282, which amount was subsequently released to the Plaintiff and has been recorded as a reduction to the balance owing to the Plaintiff. The Company has remitted a further $2,420 towards the outstanding balance. At ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, a total of $54,738 remained outstanding. The Company and the Plaintiff are currently in discussions regarding the claimed amount.

(2) On August 10, 2019, the Company’s CEO, Mr. William Coleman Smith, entered into a lease agreement with IAC Apartment Development JV LLC to lease space at 861 Tularosa, Irvine, California for a one-year term at a rental rate of ~~$3,455~~approximately $3,400 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp.   Green Zebra ~~will use the~~uses this space for its operations. On April 1, 2020, the landlord and the Company agreed to a rental deferment agreement to defer the rental costs by 50% as a result of COVID-19. The monthly rent commencing April 1, 2020 was $1,727 plus utilities. The rental deferment ended on June 1, 2020. The original lease expired on August 9, 2020, and was renewed on expiry for another one-year term at a reduced rate of $3,350 per month. On August 16, 2021, the Company renewed a lease for a further one-year term at a rental rate of $3,620 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp. The Company ~~has~~ elected to apply the short-term scope exception for leases with terms of 12 months or less at the inception of the lease and ~~will continue~~continues to recognize rent expense on a straight-line basis.  The lease was renewed for two further 1-year terms expiring on October 9, 2022.   Upon expiry of the lease the Company continues to use the space on a month-to-month basis at a rate of $3,620 per month plus utilities.

(3) On September 14, 2020, GZMC entered into a WiFi Media Solution Agreement (the “Media Agreement”) with a city in Iowa in regard to a city owned location (“venue location”) whereby GZMC was granted rights to provide sponsorship advertising, performance marketing and professional services. Under the terms of the Media Agreement, GZMC must pay fees to the city at an annual rate of $94,000 per annum for a period of 5 years following the initial operation of the venue location, the opening of which was delayed past December 31, 2021, as a result of COVID-19 restrictions. GZMC is anticipating the start date for this project to occur during fiscal ~~2022~~2023 based on acquiring the various bonds and licenses as may be required and the official commencement of venue services.

(4)
~~On April 25, 2021, the Company entered into an Equity Purchase Agreement with World Amber Corp., whereby the Company agreed to sell to World Amber Corp up to~~ ~~16,666,667~~ ~~shares of the Company’s common stock for a maximum commitment amount of $5,000,000~~ ~~at $0.30~~ per share. The Company has submitted a registration statement on Form S-1 to the Securities and Exchange Commission in order facilitate this funding agreement which was deemed effective on September 24, 2021.
On each of November 2, 2021, and November 3, 2021, the Company presented a Put to World Amber Corp., pursuant to the Effective S-1 Registration Statement for $50,000 each Put, as a result the cumulative $~~100,000~~ ~~in funds resulted in the issuance of~~ ~~333,334~~ ~~shares of registered common stock at $0.30~~ ~~per share.~~
21
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 10: COMMITMENTS (continued)~~
~~(5)~~ On November 10, 2021, the Company entered into a Registration Right Agreement with Mast Hill Fund, L.P. (the “Investor”), whereby the Company has agreed, upon the terms and subject to the conditions of the Purchase Agreement, to sell to the Investor up to Ten Million Dollars ($10,000,000.00) of Put Shares at an originally estimated put price of $2.00 per share, subject to adjustment in accordance with the terms of the agreement which calls for valuation of the Put price equal to 90% of the volume weighted average price of the Company’s Common Stock on the Principal Market on the Trading Day immediately preceding the respective Put Date, and subject to a valuation period of seven (7) Trading Days immediately following the Clearing Date associated with the applicable Put Notice during which the Purchase Price of the Common Stock is valued in order to establish the applicable Purchase Price. To induce the Investor to enter into the Purchase Agreement, the Company has agreed to provide certain registration rights under the Securities Act of 1933, as amended, and the rules and regulations thereunder, or any similar successor statute (collectively, the “Securities Act”), and applicable state securities laws. The Registration was deemed effective on May 11, 2022.  The Company issued an accumulated 4,747,662 shares of common stock under this agreement for net proceeds of $151,104 in the year ended December 31, 2022. The Company is in the process of filing a follow-on registration statement on Form S-1 to facilitate additional funding under this agreement.
20
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)

(6) On April 7, 2022, the Company entered into Professional Relations and Consulting Agreement (Agreement) with Acorn Management Partners, LLC (Acorn), a Georgia Limited Liability Company, wherein the Company will pay Acorn $11,500 per month, and issue, or cause to be issued, $120,000 worth of the Company’s restricted common stock in three tranches, total shares equivalent to $60,000 for the first six month period and total shares equivalent to $30,000 for each of the remaining two three-month periods. The term of the Agreement is for one year, broken down into three periods; the first began on April 8, 2022, and is for six months. The next two periods are for three months each. The Agreement may be terminated at any time, in writing, by either party. If the Agreement is terminated by the Company before the end of any period, Acorn will be entitled for full payment of the period, and the full issuance of the shares for that period. The Company issued a total of 51,282 unregistered restricted shares on April 15, 2022, in respect of the first installment of ~~$60,000~~$60,000 worth of common stock under the terms of the Agreement which shares are valued at fair market value on the date of issue.On July 19, 2022, 383,000 unregistered shares of the Company’s common stock were issued to Acorn Management Partners, LLC in lieu of cash payments of $60,000 owed to Acorn pursuant to an Addendum to that Consulting Agreement entered into on July 6, 2022. The agreement terminated on April 7, 2023.

(7) On July 7, 2022, effective June 14, 2022, the Company entered into a Sponsorship & Services Agreement (Agreement) with the Texas Rangers MLB Stadium called Globe Life Field (Rangers) wherein the Rangers granted sponsorship benefits to the Company.  The Agreement calls for advanced sponsorship revenue share payments of $375,000 by the Company to the Rangers during the fiscal years 2023 and 2024, pursuant to a split fee arrangement for WiFi managed services and Sponsorship opportunity. The Agreement offers the rights of the Company to place stadium ads in a shared revenue model. The Company will also manage the WiFi Network captive portal remotely, as an exclusive arrangement. As of March 31, 2023, the Company has not yet remitted the first semi-annual installment of $187,500 under the terms of the contract.
(8) During the year ended December 31, 2022, the Company entered into a Sponsorship & Services Agreement (Agreement), as amended, with the Kansas City Royals Baseball club (the “Royals”) whereunder the Royals granted sponsorship benefits to the Company for a term running from December 1, 2022 until the date of the last MLB game in 2027, unless terminated earlier. The Agreement calls for annual escalating payments by the Company to the Royals during the fiscal years 2023 through 2027 of $400,000, $420,000, $441,000, $463,000 and $486,202, payable in four equal installments during fiscal 2023 and three equal installments during fiscal 2024 through 2027. In consideration for the fees paid the Company will have sponsorship rights, within the venue, across IPTV (internet protocol television) and fans’ mobile devices during live games and other events. Further the Company will be reimbursed for costs related to equipment and installation services required under the contract. During the three-month period ended March 31, 2023 the Company invoiced and was paid $50,000 in relation to equipment and installation services.  During the three months ended March 31, 2023, $100,000 was expensed as marketing costs in respect to the quarterly fee installments payable to the Royals in 2023.
NOTE ~~11:~~10: CAPITAL STOCK

The Company has authorized ~~500,000,000~~1,000,000,000 common shares with a par value of $0.001, 10,000,000 shares of Series A Preferred Stock, par value $0.004 and 1 share of Series B Preferred Stock, par value $0.001. The shares of Series A Preferred Stock are convertible into shares of Common Stock on the basis of 10 shares of Common Stock for every 1 share of Series A Preferred Stock and have voting rights of one vote for each share of Series A Preferred Stock held. The Series B Preferred Stock is not convertible but has voting rights granting the holder 51% of all votes (including common and preferred stock) entitled to vote at any meeting of the stockholders of the Company. Neither the Series A nor Series B Preferred Stockholders have any rights to dividends or proceeds of the assets of the Company upon any liquidation or winding up of the Company.

Common Stock

Shares of common stock issued during the three months ended March 31, 2023:
The Company issued an accumulated 57,563,655 shares of common stock pursuant to Notices of Conversion from lenders to settle principal of $735,709 and accrued interest payable of $135,912 for a fair value of $471,022 plus fees with a fair value of $20,148.

GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
Shares of common stock issued during the three months ended March 31, 2022:
On February 8, 2022, pursuant to an Engagement Agreement with Carter, Terry & Company, an authorized, registered broker dealer, the Company issued a total of 10,769 shares of common stock as compensation. The Company recorded $~~22,400~~22,399 as financing cost.

~~On April 7, 2022, pursuant to an Engagement Agreement with Acorn Management Partners, LLC, the Company issued a total of~~ ~~51,282~~ ~~shares of common stock as compensation. The Company recorded $60,000~~ ~~as investor relations services.~~
~~On May 23, 2022 pursuant to an Engagement Agreement with Beyond Media SEZC, the Company issued a total of~~ ~~1,818,181~~ ~~shares of common stock as compensation. The Company recorded $600,000~~ ~~as investor relationship expenses.~~
~~On May 27, 2022 the Company issued~~ ~~356,364~~ ~~shares of common stock as a result of the exercise of a cashless warrants.~~
~~The Company issued an accumulated~~ ~~387,481~~ ~~shares of common stock under an Equity Purchase Agreement with Mast Hill Fund, L.P. with net proceeds of $36,029~~ ~~(Note 10(5)).~~
As of ~~June 30, 2022,~~March 31, 2023, and December 31, ~~2021,~~2022, there were ~~27,802,050~~128,401,166 and ~~25,177,973~~70,837,511 shares of common stock issued and outstanding, respectively.

22
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 11: CAPITAL STOCK (continued)~~
Series A Preferred Stock

The total number of Series A Preferred stock that may be issued by the Company is 10,000,000 shares with a par value of $0.004.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there are a total of 5,000,000 shares of Series A Preferred Stock issued and outstanding.
Series B Preferred Stock

The total number of Series B Preferred Stock that may be issued by the Company is 1 share with a par value of $0.001.

As of ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021,~~2022, there is 1 share of Series B Preferred stock issued and outstanding.
Share Purchase Warrants

On November 11, 2021, the Company entered into a Warrant Agreement with J.H. Darbie and Company, an authorized, registered broker dealer, wherein J.H. Darbie and Company may purchase 10,487 shares of common stock for $1.00 per share, as a Finder’s Fee for introducing the Company to MHFLP. The fair value of the warrants granted was estimated at $25,141 using the Black-Scholes pricing model

In November and December 2021, the Company issued cumulative 1,120,000 warrants to convertible note holders and subscribers for common shares, in accordance with the terms of subscription unit agreements into with the convertible note holder and subscribers. The fair value of the warrants granted was estimated at $503,973 using the Black-Scholes pricing model.

In April and May 2022, the Company issued a total of 1,831,667 warrants to convertible note holders and subscribers for common shares, in accordance with the terms of subscription unit agreements entered into with the convertible note holders and subscribers. The fair value of the warrants granted was estimated at $~~360,003~~360,967 using the Black-Scholes pricing model.
In September 2022, the Company issued a total of 3,520,000 warrants to convertible note holders and subscribers for common shares, in accordance with the terms of subscription unit agreements entered into with the convertible note holders and subscribers. The fair value of the warrants granted was estimated at $52,702 using the Black-Scholes pricing model.
In November and December 2022, the Company issued a total of 14,120,000 warrants to convertible note holders and subscribers for common shares, in accordance with the terms of subscription unit agreements entered into with the convertible note holders and subscribers. The fair value of the warrants granted was estimated at $192,473 using the Black-Scholes pricing model.

During the ~~six months~~year ended ~~June 30,~~December 31, 2022, the Company issued a total of ~~356,364~~497,317 warrants to J.H. Darbie under various warrants agreements as a Finder’s Fee for introducing the Company to MHFLP. The fair value of the warrants granted was estimated at $68,356 using the Black-Scholes pricing model.
During the year ended December 31, 2022, the Company issued a total of 560,000 warrants to Mast Hill as financing cost. The fair value of the warrants granted was estimated at $639,620 using the Black-Scholes pricing model.
22
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
During the year ended December 31, 2022, 907,247 shares of common stock were issued from the exercise of ~~560,000~~1,120,000 cashless warrants.560,000 shares of common stock issued at $0.095985 per share pursuant to the exercise of a share purchase warrant.
In March 2023, the Company issued a total of 23,440,000 warrants to convertible note holders and subscribers for common shares, in accordance with the terms of subscription unit agreements entered into with the convertible note holders and subscribers. The fair value of the warrants granted was estimated at $64,319 using the Black-Scholes pricing model.
In March 2023, the Company issued a total of 527,400 warrants to J.H. Darbie under various warrants agreements as a Finder’s Fee for introducing the Company to MHFLP. The fair value of the warrants granted was estimated at $3,419 using the Black-Scholes pricing model.

Certain warrants above include dilution protection for the warrant holders, which could cause the exercise price to be reduced as a result of a financing event at a valuation below the exercise price in effect at the time. During the ~~six months~~year ended ~~June 30,~~December 31, 2022, as a result of additional share issuances below the original exercise price of certain warrants, the warrant exercise price was downward adjusted to ~~$0.095985~~$0.020025 per share. ~~The~~During the three months ended March 31, 2023, as a result of additional share issuances below the original exercise price of certain warrants, the warrant exercise price was downward ~~adjustment on each of the modification dates was treated as additional paid in capital and fully expensed as financing costs on the modification date, and the Company recorded a cumulative $9,013~~adjusted to ~~additional paid in capital and interest expenses.~~$0.0035 per share.

In accordance with authoritative accounting guidance, the fair value of the outstanding common stock purchase warrants was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):
23
~~GZ6G TECHNOLOGIES CORP.~~
~~NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~
For the Six Months Ended June 30, 2022, and 2021
(Unaudited)
~~NOTE 11: CAPITAL STOCK (continued)~~
~~Share Purchase Warrants (continued)~~
~~Fair value of the outstanding common stock purchase warrants~~
Measurement date
Dividend yield 0 %
Expected volatility ~~279~~262~297%
Risk-free interest rate 0.83~~~1.22~~4.36%
Expected life (years) 3.00~5.00
Stock Price $~~0.55~~0.005~$2.80
Exercise Price $~~0.3~~0.05~ $1.00

The following table summarizes information with respect to outstanding warrants to purchase common stock of the Company at ~~June 30, 2022~~March 31, 2023 and December 31, ~~2021:~~2022:

Exercise Price Exercise Price
December 31,
2021
Issued Repricing Exercised June 30,
2022
Expiration
Date
Exercise Price
December 31,
2022
Issued Repricing Exercised March 31,
2023
Expiration
Date
$ 1.00 560,000 (560,000 ) - 0.020025 10,487 0.0035 10,487 November 2026
$ 1.00 560,000 0.095985 560,000 December 2024 0.020025 365,000 0.0035 365,000 April 2027
$ 1.00 10,487 0.095985 10,487 November 2026 0.020025 16,417 0.0035 16,417 April 2027
$ 1.00 365,000 0.095985 365,000 April 2025 0.020025 1,466,667 0.0035 1,466,667 May 2025
$ 0.30 1,466,667 0.095985 1,466,667 May 2025 0.020025 66,000 0.0035 66,000 May 2027
$ 0.020025 3,520,000 0.0035 3,520,000 September 2027
$ 0.020025 79,200 0.0035 79,200 September 2027
$ 0.020025 8,260,000 0.0035 8,260,000 November 2027
$ 0.020025 203,850 0.0035 203,850 November 2027
$ 0.020025 5,860,000 0.0035 5,860,000 December 2027
$ 0.020025 131,850 0.0035 131,850 December 31, 2022
$ 0.05 11,720,000 0.0035 11,720,000 January 23, 2028
$ 0.06 263,700 0.0035 263,700 January 23, 2028
$ 0.05 11,720,000 0.0035 11,720,000 March 16, 2028
$ 0.06 263,700 0.0035        263,700 March 16, 2028
1,130,487 1,831,667 (560,000 ) 2,402,154 19,979,471 23,967,400 - 43,946,871
23
GZ6G TECHNOLOGIES CORP.
NOTES TO THE CONDENSED CONSOLIDATEDFINANCIAL STATEMENTS
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)

A summary of the warrant activity for the ~~period~~three months ended ~~June 30, 2022, and December~~March 31, ~~2021~~2023 is as follows:

Weighted-
Average Exercise
Weighted-
Average Remaining
Contractual

Aggregate
Intrinsic
Weighted-
Average Exercise
Weighted-
Average Remaining
Contractual

Aggregate
Intrinsic

Shares Price Term Value Shares Price Term Value
Outstanding at December 31, 2021 1,130,487 $ 1.00 2.93 $        -
Outstanding at December 31, 2022 19,979,471 $ 0.020025 4.68 $        -
Grants 1,831,667 0.44 - - 23,967,400 0.0502 5 -
Exercised (560,000 ) - - - - - - -
Expired - - - - - - - -
Outstanding at June 30, 2022 2,402,154 $ 0.09585 2.32 $ -
Outstanding at March 31, 2023 43,946,871 $ 0.0035 4.69 $ -

Exercisable at June 30, 2022 2,402,154 $ 0.09585 2.32 $ -
Exercisable at March 31, 2023 43,946,871 $ 0.0035 4.69 $ -

NOTE ~~12:~~11: SUBSEQUENT EVENTS

On ~~July 5, 2022~~April 27, 2023 the Company issued ~~260,000~~ ~~shares of common stock valued at $0.095985~~ ~~per share pursuant to a Notice of Conversion from Mast Hill in respect to accrued and unpaid interest on the November 3, 2021 Convertible Note.~~
~~On July 7, 2022 the Company issued~~ ~~560,000~~5,555,556 shares of common stock to ~~Talos~~a lender upon receipt of a notice of conversion at $~~0.095985~~0.0027 per share ~~pursuant to the exercise of a share purchase warrant.~~
24
On July 7, 2022, effective June 14, 2022, the Company entered into a Sponsorship & Services Agreement (Agreement) with the Texas Rangers MLB Stadium called Globe Life Field (Rangers) wherein the Rangers granted sponsorship benefits to the Company.  The Agreement calls for advanced sponsorship revenue share payments of $375,000 by the Company to the Rangers during the fiscal years 2023 and 2024, pursuant to a split fee arrangement for WiFi managed services and Sponsorship opportunity. The Agreement offers the rights of the Company to place stadium ads in a shared revenue model. The Company will also manage the WiFi Network captive portal remotely, as an exclusive arrangement.
On July 11, 2022, the Company entered into a further Convertible Promissory Note with 1800 Diagonal Lending, LLC, a Virginia limited liability company, in which 1800 Diagonal agreed to lend the Company $~~63,750, with gross proceeds of $60,000~~ ~~after deducting fees. The Term of the Note is twelve months with an interest rate of~~ 10%. The conversion rate of the Note is as follows: 35% discount to the lowest bid price during the ten-day trading period prior to a notice of conversion. Funds were deposited on July 25, 2022 and will be used for operating costs and further execution of GZ6G’s business plan.
~~On July 19, 2022,~~ ~~383,000~~ unregistered shares of the Company’s common stock were issued to Acorn Management Partners, LLC in lieu of cash payments owed to Acorn pursuant to a Professional Relations and Consulting Agreement (Consulting Agreement) entered into on April 7, 2022, and an Addendum to that Consulting Agreement entered into on July 6, 2022.
~~On August 3, 2022 the Company received a conversion notice from eSilkroad for the issuance of~~ ~~1,538,462~~ ~~shares~~ to settle $~~300,000~~15,000 ~~in note proceeds at $0.195~~ ~~per share, which remain unissued at the date~~ of ~~this report.~~
~~Subsequent to June 30, 2022 the Company issued~~ ~~642,983~~ ~~shares of common stock in respect to Put Notices issued to Mast Hill for total net proceeds of $46,420~~.principal debt outstanding.

The Company has evaluated subsequent events from the balance sheet date through the date that the financial statements were issued and determined that there are no additional subsequent events requiring disclosure.
2524

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

This Quarterly Report on Form 10-Q contains predictions, estimates and other forward-looking statements relating to future events or our future financial performance. In some cases, you   can identify forward-looking statements by terminology such as “may”, “should”, “intends”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential”, or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements involve known and unknown risks, uncertainties and other factors including the risks set forth in the section entitled “Risk Factors” in our Post-Effective Amendment to our Registration Statement on Form S-1/A Amendment No. 4, as filed with the Securities and Exchange Commission (the “SEC”) on April 28, 2022, and the following 424B filings made by the Company on June 9, 2022, that may cause our actual results, performance or achievements to be materially different from any future results, performances or achievements expressed or implied by the forward-looking statements

Forward-looking statements represent our management’s beliefs and assumptions only as of the date of this Report. You should read this Report with the understanding that our actual future results may be materially different from what we expect.

All forward-looking statements speak only as of the date on which they are made. We undertake no obligation to update such statements to reflect events that occur or circumstances that exist after the date on which they are made, except as required by federal securities and any other applicable law.

The management’s discussion and analysis of our financial condition and results of operations are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”).

The following discussion of our financial condition and results of operations should be read in conjunction with our unaudited condensed consolidated financial statements for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, and the notes thereto appearing elsewhere in this Report and the Company’s audited financial statements for the fiscal year ended December 31, ~~2021,~~2022, as filed with the SEC on Form 10-K on ~~March 11, 2022.~~April 17, 2023.

William Coleman Smith as the holder of the Company’s issued and outstanding shares of the Company’s Special 2018 Series B Preferred Stock, controls 51% of the voting rights of the Company and is able to influence the outcome of all corporate actions requiring approval of our stockholders. Mr. Smith also holds a total of ~~12,500,000~~17,500,000 shares of common stock and 5,000,000 shares of Series A Preferred Stock convertible into 50,000,000 shares of common stock (which is 100% of the Series A stock issued and outstanding) giving Mr. Smith voting control over the Company.

Plan of Operations

We are an emerging smart city technology growth company that provides wireless and monetization enterprise level smart solutions to cities and large venues that require multiple types of products, services and third-party solutions to fulfil client needs. To date we have generated modest revenues from operations, and while we have various contracts in place for future development, there is no assurance of future revenues.

Results of Operations

Three Months Ended ~~June 30,~~March 31, 2023 and 2022 ~~and June 30, 2021~~

Revenue

We generated a total of ~~$4,000~~$70,547 and $3,000 in ~~gross~~ revenue for the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~with no revenue~~respectively. The increase in revenues in the ~~comparable period~~three months ended ~~June 30, 2021.~~March 31, 2023 is directly related to agree instalment invoices with respect to a long term contracts entered into during the year ended December 31, 2022 under which the Company provides hardware installation services, professional design services and future monthly services with revenue sharing on certain sponsorship components.

2625

Net Income (Loss)

Three Months ended ~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

Three Months Ended Three Months Ended
June 30 March 31
2022 2021 2023 2022
NET REVENUES $ 4,000 $ - $ 70,547 $ 3,000

OPERATING EXPENSES
Cost of revenue 393 - 39,277 1,088
Research and development expenses - 2,600
Depreciation 24,973 1,603 29,278 46,478
General and administrative 1,343,924 183,388 714,979 532,187
General and administrative, related parties 120,000 90,000 120,000 120,000
Professional fees 27,400 13,100 76,190 22,800
Total operating expenses 1,516,690 290,691 979,724 722,553

(Loss) from operations (1,512,690 ) (290,691 ) (909,177 ) (719,553 )

Other income (expense)
Gain on extinguishment of debt 5,636,028 -
Interest expense (1,989,658 ) (1,626,026 ) (771,401 ) (2,264,770 )
PPP loan forgiveness - 46,091
Total other income (expense) (1.989,658 ) (1,626,026 ) 4,864,627 (2,218,679 )

Net income (loss) $ (3,502,348 ) $ (1,916,717 ) $ 3,955,450 $ (2,938,232 )

Less: net income (loss) attributable to Non-controlling interest (16,155 ) (38,055 ) (15,266 ) (599
Net income (loss) attributable to GZ6G Technologies Corp. $ (3,486,193 ) $ (1,878,662 ) $ 3,970,716 $ (2,937,633 )

Total operating expenses for the three months ended ~~June 30, 2022,~~March 31, 2023, were ~~$1,516,690~~$979,724 as compared to ~~$290,691~~$722,553 for the three months ended ~~June 30, 2021.~~March 31, 2022. During the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ we reported costs of revenue of ~~$393~~$39,277 and ~~$Nil~~$1,088, respectively. As a result of the impact of COVID 19, certain activities which had commenced in the first quarter of fiscal 2020 were suspended and re-engaged in the second quarter of fiscal 2021, resulting in a increase in associated expenses during the comparative three month periods. The Company incurred ~~$1,343,924~~$714,979 and ~~$183,388~~$532,187 in general and administrative expenses in the three months ended ~~June 30,~~March 31, 2023 and 2022, ~~and 2021,~~ respectively and general and administrative costs from related parties of $120,000 for each three months period, respectively. General and ~~$90,000, respectively.~~administrative expenses incurred from related parties include management fees charged by our CEO, William Coleman Smith, and a company controlled by him. General and administrative expenses include staff payroll, rent, travel, office and sundry expense, transfer agent costs, consulting, marketing, advertising and promotional expenses. The substantial increase primarily relates to ~~new employees hired~~an increase in ~~2022~~marketing and promotional expense from $11,240 (2022) to $262,924 in the current three months ended March 31, 2023 as a result of the contracts with ~~a total of $459,083~~the Texas Rangers and Kansas City Royals. The Company incurred $293,364 in payroll expenses for the three months ended ~~June 30, 2022~~March 31, 2023 as compared to ~~$80,246~~$391,712 for the period ended ~~June 30, 2021, investor relations expenditures of $744,060 as compared to $2,268 in June 30, 2021, offset by transfer~~March 31, 2022. Transfer agent and filing fees ~~which decreased~~increased substantially from ~~$12,586~~$10,411 for the three months ended ~~June 30, 2021~~March 31, 2022 to ~~$6,173~~$70,957 for the three months ended ~~June 30, 2022~~March 31, 2023 as the ~~Company issued more securities for~~company undertook financing activities ~~in the three months ended June 30, 2021, software~~requiring additional services. Software expenses were ~~$16,738~~$15,504 and $11,846, respectively, for the three months ended ~~June 30, 2022 with as compared to $847 for the three month ended June 30, 2021, insurance expenses were $10,202 as compared to $3,347 in June 30, 2021, rent~~March 31, 2023 and 2022. Rent expense increased slightly from ~~$22,625~~$42,103 for the period ended ~~June 30, 2021~~March 31, 2022 to ~~$53,377~~$47,546 for the three months ended June 30, 2022 and utility expenses increased from $177 in the period ended June 30, 2021 to $4,732 for the three months ended June 30, 2022. General and administrative expenses incurred from related parties include management fees charged by our CEO, William Coleman Smith, and a company controlled by him. The increase in related party administrative costs is due to an increase in management fees to Mr. Smith of $10,000 per month in the period ended June 30, 2022.March 31, 2023. Professional fees in the three months ended ~~June 30,~~March 31, 2022, totaled ~~$27,400~~$22,800 as compared to ~~$13,100~~$76,190 in the three months ended ~~June 30, 2021,~~March 31, 2023, mainly due to ~~an increase in audit fees from $2,500 for the three months ended June 30, 2021 to $16,000 for the three months ended June 30, 2022~~additional costs as the Company incurred additional fees ~~in June 2022~~ due to expenses associated with the filing of ~~certain~~a registration ~~statements~~statement and ~~increased financings.~~ongoing offering costs. Depreciation ~~increased~~decreased to $29,278 in the three months ended March 31, 2023 from ~~$1,603~~$46,478 during the three months ended ~~June 30, 2021, to $71,451 during the three months ended June 30, 2022, as a result of the acquisition of a new office space and associated furnishings and equipment.~~March 31, 2022.

Other ~~expense~~income (expense)

Other expense reported for three months ended ~~June 30,~~March 31, 2022 ~~and 2021~~ totaled ~~$1,989,658 and $1,626,026, respectively.~~$2,218,679 as compared to other income in the current three months ended March 31, 2023 of $4,864,627. During the three months ended ~~June 30,~~March 31, 2022, the Company reported other expenses of $1,989,658 attributable to interest expenses as a result of the debt discount applied to certain convertible promissory notes. During the three months ended June 30, 2021, the Company reported other income expenses of $1,626,026 all of which related to interest expense.
We had a net loss of $3,502,348 offset by a loss attributable to the non-controlling interest of $16,158 bringing our total Net Loss attributable to the Company to $3,486,193 in the three months ended June 30, 2022, compared to a net loss of $1,916,717 less a loss of $38,055 attributable to the non-controlling interest bringing our total Net Loss attributable to the Company to $1,878,662 in the three months ended June 30, 2021.
27
~~Six Months Ended June 30, 2022 and June 30, 2021~~
~~Revenue~~
~~We generated a total of $7,000 in gross revenue for the six months ended June 30, 2022, with no revenue in the comparable period ended June 30, 2021.~~
~~Net Income (Loss)~~
~~Six Months ended June 30, 2022 and 2021~~
Six Months Ended
June 30
2022 2021
NET REVENUES $ 7,000 $ -

OPERATING EXPENSES
Cost of revenue 1,481 -
Research and development expenses - 5,200
Depreciation 71,451 2,189
General and administrative 1,876,111 252,012
General and administrative, related parties 240,000 150,000
Professional fees 50,200 55,256
Total operating expenses 2,239,243 464,657

(Loss) from operations (2,232,243 ) (464,657 )

Other income (expense)
Interest expense (4,254,428 ) (1,930,105 )
PPP Loan Forgiveness 46,091 -
Total other income (expense) (4,208,337 ) (1,930,105 )

Net income (loss) $ (6,440,580 ) $ (2,394,762 )

Less: net income (loss) attributable to Non-controlling interest (16,754 ) (80,074 )
Net income (loss) attributable to GZ6G Technologies Corp. $ (6,423,826 ) $ (2,314,688 )
Total operating expenses for the six months ended June 30, 2022, were $2,239,243 as compared to $464,657 for the six months ended June 30, 2021. During the six months ended June 30, 2022, and 2021, we reported costs of revenue of $1,481 and $Nil respectively. As a result of the impact of COVID 19, certain activities which had commenced in the first quarter of fiscal 2020 were suspended and re-engaged in the second quarter of fiscal 2021, resulting in a increase in associated expenses during the comparative six month periods. The Company incurred $1,876,111and $252,012 in general and administrative expenses in the six months ended June 30, 2022, and 2021, respectively and general and administrative costs from related parties of $240,000 and $150,000, respectively. General and administrative expenses include staff payroll, rent, travel, office and sundry expense, transfer agent costs, consulting, marketing, advertising and promotional expenses. The substantial increase primarily relates to new employees hired in 2022 with a total of $850,795 in payroll expenses for the six months ended June 30, 2022 as compared to $96,470 for the period ended June 30, 2021, investor relations expenses were $754,060 for the six months ended June 30, 2022 as compared to $2,258 for the period ended June 30, 2021, advertising and promotion expenses decreased slightly from $40,795 for June 30, 2021 to $34,783 for the six months ended June 30, 2022, recruiting expenses were $6,550 for the six months ended June 30, 2022 as compared to $1,784 for June 30, 2021, transfer agent and filing fees remained fairly constant increasing from $15,328 for the six months ended June 30, 2021 to $16,585 for the six months ended June 30, 2022, software expenses were $28,584 for the six months ended June 30, 2022 as compared to $847 for the six month ended June 30, 2021, insurance expenses were $18,410 as compared to $3,532 in June 30, 2021, rent expense increased from $34,035 for the period ended June 30, 2021 to $106,344 for the six months ended June 30, 2022 and utility expenses increased from $1,184 in the period ended June 30, 2021 to $8,977 for the six months ended June 30, 2022. General and administrative expenses incurred from related parties include management fees charged by our CEO, William Coleman Smith, and a company controlled by him. The increase in related party administrative costs is due to an increase in management fees to Mr. Smith of $10,000 per month in the period ended June 30, 2022. Professional fees in the six months ended June 30, 2022, remained fairly constant totaling $50,200 as compared to $55,256 in the six months ended June 30, 2021. Depreciation increased from $2,189 during the six months ended June 30, 2021, to $71,451 during the six months ended June 30, 2022 as a result of the acquisition of a new office space and associated furnishings and equipment.
28
~~Other expense~~
Other expense reported for six months ended June 30, 2022, and 2021 totaled $4,208,337 and $1,930,105, respectively. During the six months ended June 30, 2022, the Company reported other expenses of $4,254,428$2,264,770 attributable to interest expenses as a result of the debt discount applied to certain convertible promissory notes offset by the amount of $46,091 related to the forgiveness of a PPP loan. During the ~~six~~three months ended ~~June 30, 2021,~~March 31, 2023, the Company reported ~~other~~interest expense of ~~$1,930,105 all~~771,401, including the amortization of ~~which related~~debt of $539,376 offset by a gain on the conversion of certain debt instruments to ~~interest expense.~~common stock of $5,636,028.

26
We ~~had~~recorded a net ~~loss of $6,440,580 offset by a~~ loss attributable to the ~~non-controlling interest~~Company of ~~$16,754 bringing our total Net Loss attributable to~~$2,937,633 for the ~~Company to $6,423,826 in the six~~three months ended ~~June 30,~~March 31, 2022 as compared to a net ~~loss~~income of ~~$2,394,762 less a loss of $80,074 attributable to~~$3,970,716 for the ~~non-controlling interest bringing our total Net Loss attributable to the Company to $2,314,688 in the six~~three months ended ~~June 30, 2021.~~March 31, 2023.

Statement of Cash Flows

~~June 30,~~March 31, 2023 and 2022 ~~and 2021~~

The following table summarizes our cash flows for the period presented:

June 30, 2022 June 30, 2021 March 31, 2023 March 31, 2022
Net cash used in operating activities $ (1,437,228 ) $ (420,489 ) $ (724,676 ) $ (658,256 )
Net cash used in investing activities (48,134 ) (98,335 ) (12,480 ) (24,114 )
Net cash provided by financing activities 941,481 926,520 562,545 55,702
Increase (decrease) in cash (543,881 ) 407,696 (174,611 ) (626,668
Cash end of period $ 215,910 $ 588,240 $ 332,541 $ 133,123

Cash Used in Operating Activities

Net Cash used in operating activities for the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, was ~~$1,437,228~~$724,676 as compared to ~~$420,489~~$658,256 of cash used by operating activities for the ~~six~~three months ended ~~June 30, 2021.~~March 31, 2022.

Cash used in operating activities for the ~~six~~period ended March 31, 2023 relates to net income of $3,955,450, offset by a gain upon the conversion of certain notes payable of $5,636,028, and increased by amortization of debt discount of $539,376, depreciation of $29,278, warrants issued as financing costs of $3,419 and amortization of right of use assets of $1,709. Changes in operating activities in the three months ended ~~June 30,~~March 31, 2023 included a decrease in prepaid expenses of $12,559, a decrease in accounts receivable of $45,492, an increase in customer deposits of $1,230, an increase to accounts payable of $267,502, and an increase in related party payables of $55,337. Cash used in operating activities for the three months ended March 31, 2022 was ~~primarily~~ the result of our net loss of ~~$6,440,580~~$2,938,232, offset by non-cash items including amortization of debt discount and issuance costs of ~~$4,034,548,~~$2,178,671, financing costs of $22,400, ~~PPP loan forgiveness of $46,091,~~ depreciation of ~~$71,451,~~$46,478, and amortization of right of use assets of ~~$11,089, common stock issued for investor relations~~$5,284, and increased by PPP loan forgiveness of ~~$660,000 and repricing of warrant exercise pricing of $9,013.~~$46,091. Changes in operating activities for the period ended ~~June 30,~~March 31, 2022 included an increase in prepaid expenses of ~~$12,218,~~$10,093, an increase in accounts payable ~~and accrued expenses~~ of ~~$200,249,~~$69,893, an increase in related party payables of ~~$84,411,~~$41,434 and a decrease in customer deposits of $31,000 and an increase in accounts receivable of $500. Cash used in operating activities for the period ended June 30, 2021, relates to a net loss of $2,394,762, offset by amortization of debt discount of $1,884,293, depreciation of $2,189, fixed assets reclassified to advertising expenses of $4,990 and amortization of rights of use assets of $130. Changes in operating activities in the six months ended June 30, 2021, included a decrease in prepaid expenses of $2,278, an increase in other current assets of $10,436, an increase to accounts payable and accrued expenses of $9,627, and an increase in related party payables of $85,758.$28,000.

Cash Used In Investing Activities

Cash used by investing activities for the ~~six~~three months ended ~~June 30,~~March 31, 2023 was related to equipment purchases of $12,480.
Cash used by investing activities for the three months ended March 31, 2022 was ~~$48,134~~$24,114 and was related to equipment purchases of ~~$78,134~~$54,114 offset by proceeds from a credit related to leasehold improvements of $30,000.
29
~~Cash used by investing activities for the six months ended June 30, 2021 was $98,335 and related to equipment purchases of $98,335.~~

Cash Provided by Financing Activities

During the ~~six~~three months ended ~~June 30, 2022,~~March 31, 2023, financing activities provided net cash of ~~$941,481,~~$562,545, which was comprised of proceeds from convertible notes of ~~$930,750,~~$627,400 offset by cash repayments to convertible notes in the period of $64,855.
During the three months ended March 31, 2022, financing activities provided net cash of $55,702, which was comprised of proceeds from ~~related party~~convertible notes of ~~$250,000, proceeds from the sale of common stock of $36,029,~~$50,000 and a refund of related to a PPP loan which was forgiven during the period of ~~$5,702 offset by a repayment of convertible notes of $281,000.~~$5,702.

During the six months ended June 30, 2021, financing activities consisted of proceeds from a share subscriptions receivable of $150,000 and proceeds from convertible notes of $900,000, offset by repayments of related party debt of $123,480.

Liquidity and Capital Resources
The Company has been in the start-up phase and has generated ~~modest~~limited revenues from its operations, and while we have various contracts in place for future development, there is no assurance of future revenues. As ~~at June 30,~~of March 31, 2023 and December 31, 2022, the Company had a working capital deficit of $3,956,782 and $8,906,205, respectively, with approximately $333,000 of cash on hand ~~of $215,910 (December 31, 2021- $759,791)~~ and an accumulated deficit of ~~$22,516,357 (December 31, 2021 - $16,092,531).~~
During the year ended December 31, 2021, the Company entered into various loan treaties, convertible notes and other financing arrangements through which we received net cash proceeds of $2,108,000. During the six-month period ended June 30, 2022,$18,992,835. While the Company received ~~net cash~~ proceeds of ~~$885,250 by way of a series of convertible promissory notes and $250,000~~approximately $627,400 in the ~~form of related party loans.~~three months ended March 31, 2023 from certain convertible notes, the Company is still not able to meet its operational overhead. The Company anticipates a need for up to a further $5,000,000 in fiscal ~~2022/23~~2023 to meet its upgraded infrastructure ~~requirements. In addition to the remaining funding which may be provided to the Company under various loan treaty agreements, the Company~~requirements and has filed ~~two~~a registration ~~statements~~statement on Form S-1 to facilitate this ~~requirement which allow for total funding~~requirement. The issuance of upadditional securities may continue to ~~$15,000,000, both~~result in significant dilution in the equity interests of ~~which have been deemed effective. Up to June 30, 2022 the Company has received funding under~~our current stockholders. Obtaining loans, assuming these ~~equity lines of $136,029.~~loans would be available, will increase our liabilities and future cash commitments. There is no ~~guarantee the Company~~assurance that we will ~~continue~~be able to ~~receive~~obtain further funds required for our continued operations or that additional financing ~~as required.~~will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms.

27
~~Covid-19~~COVID-19 Pandemic and other factors

~~The recent~~While the COVID-19 pandemic has subsided and the global economy is focused on recovery, the impact of COVID-19 could continue to have ~~a continuing~~an adverse impact on ~~our existing sponsorship and revenue agreements. To date,~~ the ~~implementation of services under certain of these agreements have experienced delays as a result of the pandemic.~~Company going forward. COVID-19 ~~has~~ caused significant disruptions to the global financial markets, which may ~~also~~continue to impact ~~our~~the Company’s ability to raise additional ~~capital. During March 2020, we gave notice~~capital and to pursue implementation of ~~furlough to our administrative support employees in an effort to conserve resources~~its planned smart city and related smart venue projects. Additional factors which may impact the Company’s ongoing operations include inflation, potential supply chain issues as ~~we evaluated our business development efforts during that period. In April 2020,~~a result of the ~~Company received a grant of $6,000 and in May 2020 we received a PPP loan and an SBA loan~~aforementioned recovery from the COVID-19 pandemic, the recent war in the ~~approximate cumulative amount~~Ukraine, climate change and others. These events may have serious adverse impact on domestic and foreign economies which may impact the Company’s operations as a result of ~~$90,000~~a variety of factors including the potential for ~~operations. With the recently negotiated financing the~~reduced consumer spending and attendance at locations that use our services. The Company is ~~currently reopening offices and has commenced~~unable to predict the hiring of additional staff as well as the upgrading of infrastructure requirements to meet anticipated customer needs.   While recent progress in the battle against COVID leads us to believe that the worst of the effects of the pandemic are past, we cannot say with certainty that the situation will not change. The fullongoing impact of these factors on the ~~COVID-19 outbreak continues to evolve as of the date of this report, is highly uncertain and still subject to change. While significant uncertainty remains, despite the fact~~Company’s consolidated financial operations. There are no assurances that the Company ~~has been~~will be able to ~~source financing, it remains that~~meet its obligations, raise funds or conclude the COVID-19 outbreak may have a negative impact on continuing funding and its ability to work through its collaborative development efforts with industry partners, and in acquiring venues due to the continuing impactacquisition of COVID 19. To mitigate impact the Company is currently focusing its efforts on contracts in the wireless and cellular telecommunications segment, as well as the infrastructure components of its existing contracts to allow for continuity and forward momentum.identified businesses.
30

Going Concern
These ~~unaudited~~ condensed consolidated financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. During the year ended December 31, 2021, the Company entered into various loan treaties, convertible notes and other financing arrangements through which we received net cash proceeds of $2,108,000. During the six month period ended June 30, 2022, the Company received net cash proceeds of $885,250 by way of a series of convertible promissory notes and $250,000 in the form of related party loans. As of June 30, 2022, the Company had a working capital deficit of $11,150,135 with approximately $215,910 of cash on hand and an accumulated deficit of $22,516,357. The Company anticipates a need for up to a further ~~$5,000,000~~$5 million in fiscal ~~2022~~2023 to meet its upgraded infrastructure requirements. In addition to the remaining funding which may be provided to the Company under various loan ~~treaty~~ agreements, the Company ~~filed two~~is in the process of filing a follow-on registration ~~statements~~statement on Form S-1 to facilitate ~~this requirement which allow for total~~additional funding of up to ~~$15,000,000, both~~a maximum of ~~which have been deemed effective. Up~~$10,000,000. We raised net proceeds of $627,400 during the first quarter of fiscal 2023 through certain convertible loans to ~~June 30, 2022, the Company has received funding under these equity lines of $136,029.~~assist with ongoing operational costs. There is no guarantee the Company will continue to receive financing as required. The continuation of the Company as a going concern is dependent upon the ability to raise additional equity and/or debt financing and the attainment of profitable operations from the Company’s future business. If the Company is unable to obtain adequate capital as needed, the Company may be required to reduce the scope, delay, or eliminate some or all of its planned operations. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern.
The financial statements reflect all adjustments consisting of normal recurring adjustments, which, in the opinion of management, are necessary for a fair presentation of the results for the periods shown. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Off Balance Sheet Arrangements

We currently have no off-balance sheet arrangements.
Critical Accounting ~~Policies~~Estimates

The financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of ~~our~~these financial statements requires ~~management~~us to make estimates and assumptions that affect the reported amounts of assets, ~~and~~ liabilities, ~~and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of~~ revenues, costs and expenses ~~during the reporting period. On an on-going basis, management evaluates its~~and related disclosures. We base our estimates ~~and judgments which are based~~ on historical experience, as appropriate, and on various other ~~factors~~assumptions that we believe are ~~believed to be~~ reasonable under the circumstances. ~~The~~Changes in the accounting estimates are reasonably likely to occur from period to period. Accordingly, actual results could differ significantly from the estimates made by our management. We evaluate our estimates and assumptions on an ongoing basis. To the extent that there are material differences between these estimates and actual results, our future financial statement presentation, financial condition, results of ~~their evaluation form~~operations and cash flows will be affected. See Note 2 – Summary of Significant Accounting Policies.
Due to the ~~basis~~COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The estimates used for, ~~making judgments about~~but not limited to, the collectability of accounts receivable and fair value of financial instruments could be impacted. We have assessed the impact and are not aware of any specific events or circumstances that required an update to our estimates and assumptions or materially affected the carrying ~~values~~value of our assets or liabilities as of the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change as new events occur and ~~liabilities.~~additional information is obtained. Actual results ~~may~~could differ materially from these estimates under different assumptions ~~and circumstances. Our significant accounting policies are more fully discussed in the Notes to our Financial Statements.~~ or conditions.

~~Research and Development Costs~~
28

We charge research and development costs to operations as incurred in accordance with ASC 730-Research and Development, except in those cases in which such costs are reimbursable under customer funded contracts. These amounts are not reflected in the reported research and development expenses in each of the respective periods but are included in net sales with the related costs included in cost of sales in each of the respective periods. During each of the six months ended June 30, 2022, and 2021 we expended $NIL and $5,200 on research and development costs, respectively.Estimates

Stock-Based Compensation

We ~~account for stock-based transactions in which the Company receives services from employees, non-employees, directors or others in exchange for equity instruments based on~~use the fair value ~~of the award at the grant date in accordance with ASC 718 – Compensation-Stock Compensation.~~method to account for Stock-based compensation cost for stock options or warrants, is estimated at the grant date based on each instrument’s fair value as calculated by the Black-Scholes option pricing model. We recognize stock-based compensation cost as expense ratably on a straight-line basis over the requisite service period for the award.

Stock Settled Debt

In certain instances, the Company will issue convertible notes which contain a provision in which the price of the conversion feature is priced at a fixed discount to the trading price of the Company’s common shares as traded in the over-the-counter market. In these instances, the Company records a liability, in addition to the principal amount of the convertible note, as stock-settled debt for the fixed value transferred to the convertible note holder from the fixed discount conversion feature. As of June 30, 2022, and December 31, 2021, the Company had recorded within Convertible Notes, net of discount, the amount of $8,680,783 and $8,320,525 for the value of the stock settled debt for certain convertible notes.
31

Recent Accounting Pronouncements

~~In August 2020,~~The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the FASB issued ASU 2020-06 to simplify the current guidance for convertible instruments and the derivatives scope exception for contracts in an entity’s own equity. Additionally, the amendments affect the diluted EPS calculation for instruments thatfuture adoption of any such pronouncements may be ~~settled in cash~~expected to cause a material impact on its financial condition or shares and for convertible instruments. The update also provides for expanded disclosure requirements to increase transparency. For SEC filers, excluding smaller reporting companies, this update is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. For all other entities, this Update is effective for fiscal years beginning after December 15, 2023, including interim periods therein.the results of its operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We are a smaller reporting company and are not required to provide this information.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, as of ~~June 30, 2022,~~March 31, 2023 we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended. Based on this evaluation, our principal executive officer and principal financial officer have concluded that, based on the material weaknesses discussed below, our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed by us in reports filed or submitted under the Securities Exchange Act were recorded, processed, summarized, and reported within the time periods specified in the ~~Securities and Exchange Act Commission’s~~SEC’s rules and forms and that our disclosure controls are not effectively designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to management, including our principal executive officer and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

29
Management’s Report on Internal Control over Financial Reporting
Management is responsible for establishing and maintaining adequate internal control over financial reporting. As defined in Rules 13a-15(f) under the Securities Exchange Act of 1934, internal control over financial reporting is a process designed by, or under the supervision of, the Company’s principal executive, principal operating and principal financial officers, or persons performing similar functions, and effected by the Company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
The Company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Company’s assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of the Company’s management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Our management, including our principal executive officer and principal financial officer, assessed the effectiveness of our internal control over financial reporting at March 31, 2023. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated Framework (2013). Based on that assessment under those criteria, management has determined that, as of March 31, 2023, our internal control over financial reporting was not effective.
Our internal controls ~~and procedures~~ are not effective for the following reasons: (i) there is an inadequate segregation of duties consistent with control objectives as management is comprised of only one person who is the Company’s principal executive officer and principal financial officer and, (ii) ~~while~~ the Company has ~~a formal~~just recently formed an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

In order to mitigate the foregoing material ~~weakness,~~weaknesses, we have engaged an outside accounting consultant with significant experience in the preparation of financial statements in conformity with GAAP to assist us in the preparation of our financial statements to ensure that these financial statements are prepared in conformity with GAAP. We will continue to monitor the effectiveness of this action and make any changes that our management deems appropriate.

We would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will continue to reassess this matter to determine whether improvement in segregation of duty is feasible. In addition, we would need to expand our board to include independent members.

Going forward, we intend to evaluate our processes and procedures and, where practicable and resources permit, implement changes in order to have more effective controls over financial reporting.

Changes in Internal Control ~~over~~Over Financial Reporting

During the period covered by this report, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

3230

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On April 2, 2019, a vendor of the Company, the “Plaintiff” filed a complaint against the Company’s 60% controlled subsidiary, Green Zebra, in the Superior Court of California, Orange County for unpaid invoices related to services and products sold in fiscal 2017, including reasonable value in the amount of $61,899.62. The Court approved a default judgement on January 23, 2020, with respect to the aforementioned claim, including the following:

Damages $ 61,890
Prejudgment interest at the annual rate of 10% 9,835
Attorney fees 1,200
Other costs 505
$ 73,430

During the year ended December 31, 2021, the Company became aware of the judgement and, the Plaintiff perfected the judgement and obtained a hold against a bank account controlled by Green Zebra in the approximate amount of $16,282, which funds were subsequently released to Plaintiff. A further $2,420 has been paid to the Plaintiff during the fiscal year ended December 31, 2021. The Company and the Plaintiff are currently in discussions regarding the balance of the claimed amount. At the date of this report there is a total of ~~$54,728~~$54,738 due and payable.

Other than as set out above, we know of no material, existing or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which our director, officer or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

The Company is a smaller reporting company and is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~There~~On April 27, 2023, the Company issued 5,555,556 shares of common stock to a lender upon receipt of a notice of conversion at $0.0027 per share to settle $15,000 of principal debt outstanding.
Other than set out above, there were no sales of equity securities during the period covered by this Report that were not registered under the Securities Act and were not previously reported in a Current Report on Form 8-K filed by the Company.
All of the shares were issued pursuant to Section 4(2) of the Securities Act of 1933, as amended, as it was a transaction by an issuer not involving a public offering; all of the shares contain a restrictive legend on the share certificate stating that the securities have not been registered under the Act and setting forth, or referring to the restrictions on transferability and sale of the securities.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4. MINE SAFETY DISCLOSURES

Not Applicable

ITEM 5. OTHER INFORMATION

None

3331

ITEM 6. EXHIBITS

Exhibit
Number
Exhibit
3131* Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3232* Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
~~101.INS~~101.INS* XBRL INSTANCE DOCUMENT
~~101.SCH~~101.SCH* XBRL TAXONOMY EXTENSION SCHEMA
~~101.CAL~~101.CAL* XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
~~101.DEF~~101.DEF* XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
~~101.LAB~~101.LAB* XBRL TAXONOMY EXTENSION LABEL LINKBASE
~~101.PRE~~101.PRE* XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

* Filed herewith
3432

SIGNATURES

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

GZ6G Technologies Corp.

Date: ~~August~~May 15, ~~2022~~2023 By: /s/ William Coleman Smith
William Coleman Smith
Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)
3533

		Page
	PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	1

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2625

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3229

Item 4.	Controls and Procedures	3229

	PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	3331

Item 1A.	Risk Factors	3331

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3331

Item 3.	Defaults Upon Senior Securities	3331

Item 4.	Mine Safety Disclosures	3331

Item 5.	Other Information	3331

Item 6.	Exhibits	3432

	SIGNATURES	3533

	June 30, 2022			December 31, 2021
ASSETS
Current assets
Cash	$	215,910		$	759,791
Accounts receivable, net		2,500			2,000
Prepaid expenses		30,804			18,586
Other current assets		15,949			15,949
Total current assets		265,163			796,326

Property and equipment, net		211,859			235,176
Right of use assets		599,788			98,093
TOTAL ASSETS	$	1,076,810		$	1,129,595

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	535,286		$	335,037
Related party payables		264,180			179,769
Deferred revenue		178,000			209,000
Debt, current portion		3,767			44,156
Debt, related parties		1,315,725			1,065,725
Convertible notes, net of debt discount		9,035,638			5,075,840
Lease liability, current portion		82,701			99,003
Total current liabilities		11,415,297			7,008,530

Debt, net of current portion		44,000			44,000
Lease liability, net of current portion		529,086			-
Total liabilities		11,988,383			7,052,530

Stockholders’ deficit
Series A Preferred stock, $0.004 par, 10,000,000 shares authorized, 5,000,000 shares issued and outstanding at June 30, 2022 and December 31, 2021		20,000			20,000
Series B Preferred stock, $0.001 par, 1 share authorized, 1 share issued and outstanding at June 30, 2022 and December 31, 2021		-			-
Common stock, $0.001 par, 500,000,000 shares authorized, 27,802,050 and 25,177,973 shares issued and outstanding at June 30, 2022 and December 31, 2021, respectively		27,802			25,178
Additional paid in capital		12,233,626			10,784,308
Accumulated deficit		(22,516,357	)		(16,092,531	)
Total GZ6G Technologies Corp stockholders’ deficit		(10,234,929	)		(5,263,045	)
Non-controlling interest		(676,644	)		(659,890	)
Total stockholders’ deficit		(10,911,573	)		(5,922,935	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,076,810		$	1,129,595

	March 31, 2023			December 31, 2022
ASSETS
Current assets
Cash	$	332,541		$	507,152
Accounts receivable, net		14,353			59,845
Prepaid expenses		36,615			49,174
Other current assets		15,949			15,949
Total current assets		399,458			632,120

Property and equipment, net		170,863			187,661
Right of use assets		529,025			552,951
TOTAL ASSETS	$	1,099,346		$	1,372,732

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued expenses	$	678,867		$	565,857
Related party payables		472,488			417,151
Deferred revenue		173,230			172,000
Debt, current portion		3,767			3,767
Debt, related parties		1,440,825			1,440,825
Convertible notes, net of debt discount		1,493,514			6,847,121
Lease liability, current portion		93,549			91,604
Total current liabilities		4,356,240			9,538,325

Debt, net of current portion		44,000			44,000
Lease liability, net of current portion		458,129			482,290
Total liabilities		4,858,369			10,064,615

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 share issued and outstanding		-			-
Common stock, $0.001 par, 1,000,000,000 shares authorized, 128,401,166 and 70,837,511 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively		128,401			70,837
Additional paid in capital		15,816,768			14,896,922
Accumulated deficit		(18,992,835	)		(22,963,551	)
Total GZ6G Technologies Corp stockholders’ deficit		(3,027,666	)		(7,975,792	)
Non-controlling interest		(731,357	)		(716,091	)
Total stockholders’ deficit		(3,759,023	)		(8,691,883	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	1,099,346		$	1,372,732


	For the Three Months Ended March 31,
	2023			2022
NET REVENUES	$	70,547		$	3,000

OPERATING EXPENSES
Cost of revenue		39,277			1,088
Depreciation		29,278			46,478
General and administrative		714,979			532,187
General and administrative, related parties		120,000			120,000
Professional fees		76,190			22,800
Total operating expenses		979,724			722,553

Loss from operations		(909,177	)		(719,553	)

Other income (expense)
Interest expense		(771,401	)		(2,264,770	)
Gain on debt extinguishment		5,636,028			-
PPP loan forgiveness		-			46,091
Total other income (expense)		4,864,627			(2,218,679	)

Net income (loss)	$	3,955,450		$	(2,938,232	)
Less: net income (loss) attributable to non-controlling interest		(15,266	)		(599	)
Net income (loss) attributable to GZ6G Technologies Corp.	$	3,970,716		$	(2,937,633	)

Net income (loss) per common share
Basic	$	0.04		$	(0.12	)
Diluted	$	0.00		$	(0.12	)

Weighted average shares
Basic		100,813,294			25,185,033
Diluted		1,798,609,474			25,185,033


	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2022			2021			2022			2021

NET REVENUES	$	4,000		$	-		$	7,000		$	-

OPERATING EXPENSES
Cost of revenue		393			-			1,481			-
Research and development expenses		-			2,600			-			5,200
Depreciation		24,973			1,603			71,451			2,189
General and administrative		1,343,924			183,388			1,876,111			252,012
General and administrative, related parties		120,000			90,000			240,000			150,000
Professional fees		27,400			13,100			50,200			55,256
Total operating expenses		1,516,690			290,691			2,239,243			464,657

(Loss) from operations		(1,512,690	)		(290,691	)		(2,232,243	)		(464,657	)

Other income (expense)
Interest expenses		(1,989,658	)		(1,626,026	)		(4,254,428	)		(1,930,105	)
PPP loan forgiveness		-			-			46,091			-
Total other income (expense)		(1,989,658	)		(1,626,026	)		(4,208,337	)		(1,930,105	)

Net income (loss)	$	(3,502,348	)	$	(1,916,717	)	$	(6,440,580	)	$	(2,394,762	)
Less: net income (loss) attributable to Non-controlling interest		(16,155	)		(38,055	)		(16,754	)		(80,074	)
Net income (loss) attributable to GZ6G Technologies Corp.	$	(3,486,193	)	$	(1,878,662	)	$	(6,423,826	)	$	(2,314,688	)

Basic and diluted net loss per common share	$	(0.13	)	$	(0.09	)	$	(0.25	)	$	(0.13	)
Weighted average shares, basic and diluted		26,153,918			21,914,237			25,672,152			17,278,993


	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, 2022		5,000,000	$	20,000		1	$	-		70,837,511	$	70,837	$	14,896,922	$	(22,963,551	)	$	(716,091	)	$	(8,691,883	)

Discount on debt, convertible notes issued		-		-		-		-		-		-		418,502		-			-			418,502
Convertible note proceeds allocated to warrants		-		-		-		-		-		-		64,319		-			-			64,319
Warrants issued as financing cost		-		-		-		-		-		-		3,419		-			-			3,419
Issuance of common stock for debt conversion		-		-		-		-		57,563,655		57,564		433,606		-			-			491,170
Net income (loss) during the period		-		-		-		-		-		-		-		3,970,716			(15,266	)		3,955,450
Balance, March 31, 2023		5,000,000	$	20,000		1	$	-		128,401,166	$	128,401	$	15,816,768	$	(18,992,835	)	$	(731,357	)	$	(3,759,023	)


	For the Six Months Ended June 30,						For the Three Months Ended March 31,
	2022			2021			2023			2022
Cash flows from operating activities:
Net Loss	$	(6,440,580	)	$	(2,394,762	)
Net income (loss)							$	3,955,450		$	(2,938,232	)
Adjustments to reconcile net loss to net cash used in operating activities:
PPP loan forgiveness		(46,091	)		-			-			(46,091	)
Amortization of debt discount and issuance costs		4,034,548			1,884,293
Common stock issued as financing costs		22,400			-
Common stock issued under consulting agreement		660,000			-
Gain on note conversions								(5,636,028	)
Amortization of debt discount and issuance cost								539,376			2,178,671
Common stock issued as financing cost								-			22,400
Warrants issued as financing cost								3,419			-
Depreciation		71,451			2,189			29,278			46,478
Amortization of right of use assets		11,089			130			1,709			5,284
Repricing of warrant exercise price		9,013			-
Fixed assets reclassified to advertising expenses		-			4,990
Changes in operating assets and liabilities:
Increase in accounts receivable		(500	)		-
Increase in prepaid expenses		(12,218	)		(2,278	)
(Increase) in other current assets		-			(10,436	)
Decrease in accounts receivable								45,492			-
(Increase) decrease in prepaid expenses								12,559			(10,093	)
Increase in accounts payable and accrued expenses		200,249			9,627			267,502			69,893
Increase in related party payables		84,411			85,758			55,337			41,434
Decrease in customer deposits		(31,000	)		-
Increase (decrease) in customer deposits								1,230			(28,000	)
Net cash used in operating activities		(1,437,228	)		(420,489	)		(724,676	)		(658,256	)

Cash Flows from Investing Activities:
Proceeds from credit for leasehold improvements		30,000			-
Proceeds from credit of leaseholder improvement								-			30,000
Purchase of equipment		(78,134	)		(98,335	)		(12,480	)		(54,114	)
Net cash used in investing activities		(48,134	)		(98,335	)		(12,480	)		(24,114	)

Cash flows from financing activities:
Proceeds from sale of common stock, net		36,029			-
Proceeds from subscription receivable		-			150,000
Repayment of debt, related parties		-			(123,480	)
Refund of repayment to PPP loan		5,702						-			5,702
Proceeds from related parties		250,000
Repayment to convertible notes		(281,000	)
Proceeds from convertible notes, net		930,750			900,000
Repayments of convertible notes								(64,855	)		-
Proceeds from convertible notes								627,400			50,000
Net cash provided by financing activities		941,481			926,520			562,545			55,702

Net increase (decrease) in cash		(543,881	)		407,696
Net decrease in cash								(174,611	)		(626,668	)
Cash-beginning of period		759,791			180,544			507,152			759,791
Cash-end of period	$	215,910		$	588,240		$	332,541		$	133,123

SUPPLEMENTAL DISCLOSURES
Interest paid	$	-		$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-		$	-

NON-CASH INVESTING AND FINANCING ACTIVITIES
Stock-settled debt liability	$	446,412		$	9,710,674		$	-		$	360,258
Cashless warrant		356			-
Beneficial conversion feature		724,500			-
Shares issued to acquire interest in subsidiary		-			132,649
Shares issued under notices of conversion, principal							$	735,709		$	-
Shares issued under notices of conversion, accrued interest payable							$	135,913		$	-
Shares issued under notices of conversion, accounts payable							$	20,148		$	-
Shares issued under notices of conversion, stock-settled debt liability							$	5,238,438		$	-
Debt discount related to convertible notes and warrants							$	482,821		$	-
Accrued interest payable							$	14,011		$	-

	June 30, 2022		June 30, 2021		March 31, 2023		March 31, 2022
Convertible Notes		23,691,779		4,871,812		806,072,163		5,222,570
Stock purchase warrants		2,402,154		-		841,724,017		1,130,487
Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred)		50,000,000		50,000,000		50,000,000		50,000,000
Total		76,093,933		54,871,812		1,697,796,180		56,353,057

	June 30, 2022		December 31, 2021
Reseller agreement (1)	$	-	$	3,467
Other expenses (2)		30,804		15,119
Total	$	30,804	$	18,586


Balance, December 31, 2021	$	50,981	$	50,981
Interest expense on the convertible notes		31,507		53,907
Balance, June 30, 2022	$	82,488
Balance, December 31, 2022				104,888
Interest expense on the convertible notes				6,465
Converted to shares				(111,353	)
Balance, March 31, 2023			$	-

	Three Months ended March 31, 2023
Debt principal	$	500,000
Stock-settled liability		5,171,803
Interest payable		111,353
Total		5,783,156
Issuance of 3,135,146 shares of common stock		(19,751	)
Gain on extinguishment of debt upon conversion	$	5,763,405

Balance, December 31, 2021	$	13,440		$	13,340
Interest expense on the convertible notes		79,161			178,374
Shares issued under conversion					(124,742	)
Repaid in cash		(19,711	)		(31,781	)
Balance, June 30, 2022	$	72,890
Balance, December 31, 2022					35,291
Interest expense on the convertible notes					69,836
Shares issued under conversion					(11,030	)
Balance, March 31, 2023				$	94,097



Debt principal	$	111,960
Accrued interest payable		11,030
Transfer agent fee		20,148
Total		143,138
Issuance of 26,500,000 shares of common stock		(151,762	)
(Loss) on extinguishment of debt upon conversion	$	(8,624	)


Balance, December 31, 2021	$	-
Interest expense on the convertible note		16,077
Balance, December 31, 2022	$	16,077
Interest expense on the convertible note		4,327
Cash payment		(2,710	)
Shares issued under conversion		(13,529	)
Balance, March 31, 2023	$	4,165


Balance, December 31, 2021	$	-
Interest expense on the convertible note		1,797
Balance, June 30, 2022	$	1,797


Debt principal	$	177,500
Stock-settled debt		95,578
Accrued interest payable		16,238
Total		289,316

Issuance of 27,928,509 shares of common stock		(319,657	)
Cash paid		(70,574	)
Unamortized debt discount		(17,838	)
Total		(408,069	)

(Loss) on extinguishment of debt upon conversion	$	(118,753	)


	Three Months Ended
	March 31,
	2023		2022
Interest expense on notes	$	406	$	406

Balance, December 31, 2021	$	2,672	$	2,672
Addition: Interest expense		818		1,650
Balance, June 30, 2022	$	3,490
Balance, December 31, 2022				4,322
Addition: Interest expense				406
Balance, March 31, 2023			$	4,728

●	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.

	June 30, 2022		December 31, 2021		March 31, 2023		December 31, 2022
Customer receivables ⁽¹⁾	$	-	$	-	$	-	$	-
Contract liabilities (Customer deposits) ^{(1), (2) (a), (b), (c)}	$	178,000	$	209,000
Contract liabilities (Customer deposits) ^{(1), (2), (a), (b), (c), (d)}					$	173,230	$	172,000

Balance at December 31, 2020, Debt, related party	$	1,217,579
Payments on loan		(151,854	)
Balance at December 31, 2021, Debt, related party.		1,065,725
Convertible Promissory Notes for funding provided		250,000
Balance at June 30, 2022, Debt, related party.	$	1,315,725

Balance at December 31, 2021, Debt, related party.	$	1,065,725
Shares issued to settle debt		(75,000	)
Promissory Notes for funding provided		450,100
Balance at December 31, 2022, Debt, related party.	$	1,440,825
Balance at March 31, 2023, Debt, related party.	$	1,440,825


2022		58,027
2023		127,556
2024		133,014
2025		138,472
2026		143,931
Remaining periods		136,527
Total future minimum lease payments		737,527
Less: imputed interest		(125,740	)
Total		611,787
Current portion of operating lease		82,701
Long term portion of operating lease	$	529,086


2023		95,780
2024		133,014
2025		138,472
2026		143,931
2027		136,527
Total future minimum lease payments		647,724
Less: imputed interest		(96,046	)
Total		551,678
Current portion of operating lease		93,549
Long term portion of operating lease	$	458,129


Damages	$	61,890
Prejudgment interest at the annual rate of 10%		9,835
Attorney fees		1,200
Other costs		505
Total judgement value	$	73,430

	Measurement date
Dividend yield		0	%
Expected volatility		~~279~~262~297%
Risk-free interest rate		0.83~~~1.22~~4.36%
Expected life (years)		3.00~5.00
Stock Price		$~~0.55~~0.005~$2.80
Exercise Price		$~~0.3~~0.05~ $1.00

Exercise Price	Exercise Price	December 31, 2021		Issued		Repricing		Exercised			June 30, 2022		Expiration Date	Exercise Price	December 31, 2022		Issued		Repricing		Exercised		March 31, 2023		Expiration Date
$	1.00		560,000						(560,000	)		-		0.020025		10,487				0.0035				10,487	November 2026
$	1.00		560,000				0.095985					560,000	December 2024	0.020025		365,000				0.0035				365,000	April 2027
$	1.00		10,487				0.095985					10,487	November 2026	0.020025		16,417				0.0035				16,417	April 2027
$	1.00				365,000		0.095985					365,000	April 2025	0.020025		1,466,667				0.0035				1,466,667	May 2025
$	0.30				1,466,667		0.095985					1,466,667	May 2025	0.020025		66,000				0.0035				66,000	May 2027
$														0.020025		3,520,000				0.0035				3,520,000	September 2027
$														0.020025		79,200				0.0035				79,200	September 2027
$														0.020025		8,260,000				0.0035				8,260,000	November 2027
$														0.020025		203,850				0.0035				203,850	November 2027
$														0.020025		5,860,000				0.0035				5,860,000	December 2027
$														0.020025		131,850				0.0035				131,850	December 31, 2022
$														0.05				11,720,000		0.0035				11,720,000	January 23, 2028
$														0.06				263,700		0.0035				263,700	January 23, 2028
$														0.05				11,720,000		0.0035				11,720,000	March 16, 2028
$														0.06				263,700		0.0035				263,700	March 16, 2028
			1,130,487		1,831,667				(560,000	)		2,402,154				19,979,471		23,967,400				-		43,946,871

				Weighted- Average Exercise		Weighted- Average Remaining Contractual		Aggregate Intrinsic				Weighted- Average Exercise		Weighted- Average Remaining Contractual		Aggregate Intrinsic
	Shares			Price		Term		Value		Shares		Price		Term		Value
Outstanding at December 31, 2021		1,130,487		$	1.00		2.93	$	-
Outstanding at December 31, 2022											19,979,471	$	0.020025		4.68	$	-
Grants		1,831,667			0.44		-		-		23,967,400		0.0502		5		-
Exercised		(560,000	)		-		-		-		-		-		-		-
Expired		-			-		-		-		-		-		-		-
Outstanding at June 30, 2022		2,402,154		$	0.09585		2.32	$	-
Outstanding at March 31, 2023											43,946,871	$	0.0035		4.69	$	-

Exercisable at June 30, 2022		2,402,154		$	0.09585		2.32	$	-
Exercisable at March 31, 2023											43,946,871	$	0.0035		4.69	$	-

	Three Months Ended						Three Months Ended
	June 30						March 31
	2022			2021			2023			2022
NET REVENUES	$	4,000		$	-		$	70,547		$	3,000

OPERATING EXPENSES
Cost of revenue		393			-			39,277			1,088
Research and development expenses		-			2,600
Depreciation		24,973			1,603			29,278			46,478
General and administrative		1,343,924			183,388			714,979			532,187
General and administrative, related parties		120,000			90,000			120,000			120,000
Professional fees		27,400			13,100			76,190			22,800
Total operating expenses		1,516,690			290,691			979,724			722,553

(Loss) from operations		(1,512,690	)		(290,691	)		(909,177	)		(719,553	)

Other income (expense)
Gain on extinguishment of debt								5,636,028			-
Interest expense		(1,989,658	)		(1,626,026	)		(771,401	)		(2,264,770	)
PPP loan forgiveness								-			46,091
Total other income (expense)		(1.989,658	)		(1,626,026	)		4,864,627			(2,218,679	)

Net income (loss)	$	(3,502,348	)	$	(1,916,717	)	$	3,955,450		$	(2,938,232	)

Less: net income (loss) attributable to Non-controlling interest		(16,155	)		(38,055	)		(15,266	)		(599
Net income (loss) attributable to GZ6G Technologies Corp.	$	(3,486,193	)	$	(1,878,662	)	$	3,970,716		$	(2,937,633	)

	June 30, 2022			June 30, 2021			March 31, 2023			March 31, 2022
Net cash used in operating activities	$	(1,437,228	)	$	(420,489	)	$	(724,676	)	$	(658,256	)
Net cash used in investing activities		(48,134	)		(98,335	)		(12,480	)		(24,114	)
Net cash provided by financing activities		941,481			926,520			562,545			55,702
Increase (decrease) in cash		(543,881	)		407,696			(174,611	)		(626,668
Cash end of period	$	215,910		$	588,240		$	332,541		$	133,123

Exhibit Number		Exhibit
3131*		Certification of the Principal Executive Officer and Principal Financial Officer required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
3232*		Certification of the Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial Officer) pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350)
~~101.INS~~101.INS*		XBRL INSTANCE DOCUMENT
~~101.SCH~~101.SCH*		XBRL TAXONOMY EXTENSION SCHEMA
~~101.CAL~~101.CAL*		XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
~~101.DEF~~101.DEF*		XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
~~101.LAB~~101.LAB*		XBRL TAXONOMY EXTENSION LABEL LINKBASE
~~101.PRE~~101.PRE*		XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE