0001903596-23-000319.txt : 20230417 0001903596-23-000319.hdr.sgml : 20230417 20230417171410 ACCESSION NUMBER: 0001903596-23-000319 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 100 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230417 DATE AS OF CHANGE: 20230417 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GZ6G Technologies Corp. CENTRAL INDEX KEY: 0001286648 STANDARD INDUSTRIAL CLASSIFICATION: RADIO TELEPHONE COMMUNICATIONS [4812] IRS NUMBER: 200452700 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-51007 FILM NUMBER: 23824721 BUSINESS ADDRESS: STREET 1: 1 TECHNOLOGY DRIVE, BLDG B STREET 2: SUITE NO. B123 CITY: IRVINE STATE: CA ZIP: 92618 BUSINESS PHONE: (949) 872-1965 MAIL ADDRESS: STREET 1: 1 TECHNOLOGY DRIVE, BLDG B STREET 2: SUITE NO. B123 CITY: IRVINE STATE: CA ZIP: 92618 FORMER COMPANY: FORMER CONFORMED NAME: NANOSENSORS INC DATE OF NAME CHANGE: 20040409 10-K 1 f10k_gz6gtechnolog.htm 10-K
0001286648 false --12-31 2022 FY true true true 0001286648 2022-01-01 2022-12-31 0001286648 2022-06-30 0001286648 2023-04-14 0001286648 2022-12-31 0001286648 2021-12-31 0001286648 us-gaap:SeriesAPreferredStockMember 2022-12-31 0001286648 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001286648 us-gaap:SeriesBPreferredStockMember 2022-12-31 0001286648 us-gaap:SeriesBPreferredStockMember 2021-12-31 0001286648 2021-01-01 2021-12-31 0001286648 us-gaap:PreferredStockMember 2020-12-31 0001286648 us-gaap:CommonStockMember 2020-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001286648 us-gaap:RetainedEarningsMember 2020-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2020-12-31 0001286648 2020-12-31 0001286648 us-gaap:PreferredStockMember 2021-12-31 0001286648 us-gaap:CommonStockMember 2021-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001286648 us-gaap:RetainedEarningsMember 2021-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2021-12-31 0001286648 us-gaap:PreferredStockMember 2021-01-01 2021-12-31 0001286648 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001286648 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-12-31 0001286648 us-gaap:PreferredStockMember 2022-01-01 2022-12-31 0001286648 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001286648 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001286648 us-gaap:PreferredStockMember 2022-12-31 0001286648 us-gaap:CommonStockMember 2022-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001286648 us-gaap:RetainedEarningsMember 2022-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2022-12-31 0001286648 gzic:GreenZebraMediaCorpMember 2022-12-31 0001286648 gzic:ConvertibleNotesMember 2022-01-01 2022-12-31 0001286648 gzic:ConvertibleNotesMember 2021-01-01 2021-12-31 0001286648 gzic:StockPurchaseWarrantsMember 2022-01-01 2022-12-31 0001286648 gzic:StockPurchaseWarrantsMember 2021-01-01 2021-12-31 0001286648 gzic:SeriesAPreferredStocksMember 2022-01-01 2022-12-31 0001286648 us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-12-31 0001286648 2017-01-31 0001286648 gzic:TreatyAgreementMember 2020-12-21 0001286648 gzic:TreatyAgreementMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-12-21 0001286648 gzic:TreatyAgreementMember 2020-12-31 0001286648 gzic:TreatyAgreementMember 2020-01-01 2020-12-31 0001286648 gzic:TreatyAgreementMember 2021-12-31 0001286648 gzic:TreatyAgreementMember 2022-12-31 0001286648 gzic:TreatyAgreementMember 2022-01-01 2022-12-31 0001286648 gzic:TreatyAgreementMember 2021-10-01 2021-10-27 0001286648 gzic:TreatyAgreementMember 2021-10-27 0001286648 gzic:TreatyAgreementMember 2022-08-01 2022-08-03 0001286648 gzic:TreatyAgreementMember 2022-08-03 0001286648 gzic:ConvertibleDebtsMember 2021-11-11 0001286648 gzic:ConvertibleDebtsMember 2021-11-01 2021-11-11 0001286648 gzic:ConvertibleDebtsMember 2021-12-16 0001286648 gzic:ConvertibleDebtsMember 2021-12-01 2021-12-16 0001286648 gzic:ConvertibleDebtsMember 2021-12-31 0001286648 gzic:ConvertibleDebtsMember 2022-04-04 0001286648 gzic:ConvertibleDebtsMember 2022-04-01 2022-04-04 0001286648 gzic:ConvertibleDebtsMember 2022-05-23 0001286648 gzic:ConvertibleDebtsMember 2022-05-01 2022-05-23 0001286648 gzic:ConvertibleDebtsMember 2022-09-20 0001286648 gzic:ConvertibleDebtsMember 2022-09-01 2022-09-20 0001286648 gzic:ConvertibleDebtsMember 2022-11-03 0001286648 gzic:ConvertibleDebtsMember 2022-11-01 2022-11-03 0001286648 gzic:ConvertibleDebtsMember 2022-11-23 0001286648 gzic:ConvertibleDebtsMember 2022-11-01 2022-11-23 0001286648 gzic:ConvertibleDebtsMember 2022-12-20 0001286648 gzic:ConvertibleDebtsMember 2022-12-01 2022-12-20 0001286648 gzic:ConvertibleDebtsMember 2022-12-31 0001286648 gzic:ConvertibleDebtsMember 2022-01-01 2022-12-31 0001286648 gzic:ConvertiblePromissoryNoteMember 2022-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2021-01-01 2021-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2020-05-19 0001286648 gzic:PaycheckProtectionProgramMember 2021-05-14 0001286648 gzic:PaycheckProtectionProgramMember 2021-01-01 2021-12-31 0001286648 gzic:PaycheckProtectionProgramMember 2022-01-01 2022-09-30 0001286648 gzic:NationalFundingIncMember 2018-01-05 0001286648 gzic:NationalFundingIncMember 2018-01-04 2018-01-05 0001286648 gzic:NationalFundingIncMember 2022-09-30 0001286648 gzic:LoanTreatyAgreementMember 2022-01-01 2022-12-31 0001286648 gzic:ConvertiblePromissoryNoteMember 2022-01-01 2022-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2022-01-01 2022-12-31 0001286648 gzic:LoanTreatyAgreementMember 2022-12-31 0001286648 gzic:LoanTreatyAgreementMember 2021-12-31 0001286648 gzic:LoanTreatyAgreementMember 2021-01-01 2021-12-31 0001286648 gzic:ConvertibleDebtsMember 2021-01-01 2021-12-31 0001286648 gzic:ConvertibleDebtsMember 2020-12-31 0001286648 gzic:ConvertiblePromissoryNoteMember 2021-12-31 0001286648 gzic:ConvertiblePromissoryNoteMember 2021-01-01 2021-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2020-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2021-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2022-12-31 0001286648 gzic:SponsorshipMarketingAgreementMember 2019-07-10 2019-07-11 0001286648 gzic:SponsorshipMarketingAgreementMember 2019-07-11 0001286648 2020-10-06 0001286648 gzic:TerrenceFlowersMember 2019-12-31 0001286648 gzic:TerrenceFlowersMember 2020-12-31 0001286648 gzic:TerrenceFlowersMember 2022-12-31 0001286648 2014-04-29 0001286648 gzic:ELOCMember 2020-12-31 0001286648 gzic:WilliamColemanSmithMember 2022-12-31 0001286648 gzic:WilliamColemanSmithMember 2022-01-01 2022-12-31 0001286648 gzic:ELOCMember 2022-01-01 2022-12-31 0001286648 gzic:ColemanSmithMember 2022-01-01 2022-12-31 0001286648 gzic:ELOCMember 2021-01-01 2021-12-31 0001286648 gzic:ColemanSmithMember 2021-01-01 2021-12-31 0001286648 gzic:ColemanSmithMember 2022-09-01 2022-09-30 0001286648 gzic:ColemanSmithPresidentMember 2022-12-31 0001286648 gzic:ColemanSmithPresidentMember 2021-12-31 0001286648 gzic:InterestPayableMember 2022-12-31 0001286648 gzic:InterestPayableMember 2021-12-31 0001286648 gzic:ELOCHoldingsCorpMember 2022-12-31 0001286648 gzic:ELOCHoldingsCorpMember 2021-12-31 0001286648 gzic:TerrenceFlowersMember 2021-12-31 0001286648 2021-05-01 2021-05-19 0001286648 2021-04-01 2021-04-30 0001286648 2020-09-14 0001286648 2021-04-25 0001286648 gzic:WorldAmberCorporationMember 2021-11-01 2021-11-03 0001286648 gzic:WorldAmberCorporationMember 2021-11-03 0001286648 gzic:AcomManagementPartnersMember 2022-04-01 2022-04-07 0001286648 gzic:AcomManagementPartnersMember 2022-01-01 2022-09-30 0001286648 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001286648 2022-01-01 2022-03-31 0001286648 us-gaap:CommonStockMember 2022-04-01 2022-04-07 0001286648 us-gaap:CommonStockMember 2022-05-01 2022-05-23 0001286648 us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001286648 us-gaap:CommonStockMember 2022-07-01 2022-09-30 0001286648 2022-07-01 2022-09-30 0001286648 2022-09-30 0001286648 gzic:ConvertibleDebtsMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001286648 gzic:TreatyAgreementMember 2021-11-01 2021-11-02 0001286648 gzic:TreatyAgreementMember 2021-11-02 0001286648 2021-11-01 2021-11-11 0001286648 2021-11-01 2021-12-31 0001286648 2022-04-01 2022-05-31 0001286648 2022-09-01 2022-09-20 0001286648 2022-12-01 2022-12-31 0001286648 gzic:JHDerbieMember 2022-01-01 2022-12-31 0001286648 gzic:MastHillMember 2022-01-01 2022-12-31 0001286648 gzic:SharePurchaseWarrantsMember 2022-01-01 2022-12-31 0001286648 gzic:SharePurchaseWarrantsMember srt:MinimumMember 2022-01-01 2022-12-31 0001286648 gzic:SharePurchaseWarrantsMember srt:MaximumMember 2022-01-01 2022-12-31 0001286648 gzic:SharePurchaseWarrantsMember 2021-12-31 0001286648 gzic:SharePurchaseWarrantsMember 2022-12-31 0001286648 us-gaap:SubsequentEventMember gzic:MastHillFundLPMember 2023-01-23 0001286648 us-gaap:SubsequentEventMember gzic:MastHillFundLPMember 2023-01-01 2023-01-23 0001286648 us-gaap:SubsequentEventMember gzic:DiagonalLendingLLCMember 2023-03-08 0001286648 us-gaap:SubsequentEventMember gzic:MastHillFundLPMember 2023-03-08 0001286648 us-gaap:SubsequentEventMember gzic:MastHillFundLPMember 2023-03-01 2023-03-08 iso4217:USD xbrli:shares iso4217:USD xbrli:shares xbrli:pure

 

 

 

UNITED STATES 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

 

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

 

For the fiscal year ended December 31, 2022

 

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

 

For the transition period from __________ to __________

 

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.)
     

1 Technology Drive, Bldg B, Suite no. B123

Irvine, CA

  

 

92618

(Address of principal executive offices)   (Zip Code)
 

(949) 872-1965

(Registrant’s telephone number, including area code)

 

N/A

(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   N/A

 

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.001 par value

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

 

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 13(a) of the Exchange Act. Yes  ☐   No  ☐

 

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

 

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

 

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $10,770,079.

 

As of April 14, 2023, there were 128,401,166 shares of the registrant’s common stock outstanding. 

 

 

 

 

 

 

GZ6G Technologies Corp.

TABLE OF CONTENTS

 

    Page
  PART I  
     
Item 1. Business 2
Item 1A Risk Factors 16
Item 1B Unresolved Staff Comments 16
Item 2 Properties 17
Item 3 Legal Proceedings 17
Item 4 Mine Safety Disclosures 17
     
  PART II  
Item 5 Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 18
Item 6. [Reserved] 18
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 19
Item 7A. Quantitative and Qualitative Disclosures about Market Risk 23
Item 8. Financial Statements and Supplemental Data F-1
Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 24
Item 9A Controls and Procedures 24
Item 9B Other Information 25
Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 25
     
  PART III  
Item 10 Directors, Executive Officers and Corporate Governance 26
Item 11 Executive Compensation 29
Item 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 31
Item 13 Certain Relationships and Related Transactions and Director Independence 33
Item 14 Principal Accountant Fees and Services 38
     
  PART IV  
 Item 15 Exhibits and Financial Statement Schedules 39
 Item 16 Form 10-K Summary  
     
  SIGNATURES 42

 

i

 

 

PART I

 

As used in this Annual Report on Form 10-K (this “Report”), references to the “Company,” the “registrant,” “we,” “our” or “us” refer to GZ6G Technologies Inc. unless the context otherwise indicates.

  

FORWARD LOOKING STATEMENTS

 

This Annual Report on Form 10-K contains “forward-looking statements” that involve risks and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our results to differ materially from those expressed or implied by such forward-looking statements. The statements contained in this Annual Report on Form 10-K that are not purely historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or Exchange Act. Such forward-looking statements include any expectation of earnings, revenue or other financial items; any statements of the plans, strategies and objectives of management for future operations; factors that may affect our operating results; statements related to adding employees; statements related to potential benefits of acquisitions; statements related to future capital expenditures; statements related to future economic conditions or performance; statements as to industry trends and other matters that do not relate strictly to historical facts or statements of assumptions underlying any of the foregoing. Forward-looking statements are often identified by the use of words such as, but not limited to, “anticipate,” “believe,” “can,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “will,” “plan,” “project,” “seek,” “should,” “target,” “will,” “would,” and similar expressions or variations intended to identify forward-looking statements. These statements are based on the beliefs and assumptions of our management based on information currently available to management. Such forward-looking statements are subject to risks, uncertainties and other important factors that could cause actual results and the timing of certain events to differ materially from future results expressed or implied by such forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those identified and discussed in our prospectus on Form S-1/A filed with the Securities and Exchange Commission (“SEC”) on February 7, 2023 starting on page 7, “Risk Factors”, and the risks discussed in our other SEC filings. Furthermore, such forward-looking statements speak only as of the date of this report. Except as required by law, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements. Forward-looking statements in this Annual Report on Form 10-K may include statements about:

  

● our ability to achieve profitability;

 

● our competitive position and the effect of competition in our industry;

 

● our ability to retain and attract new customers;

 

● our ability to penetrate existing markets and develop new markets for our services;

 

● our ability to retain or hire qualified accounting and other personnel;

 

● our ability to successfully integrate acquired businesses;

 

● our ability to protect our intellectual property and operate our business without infringing upon the intellectual property rights of others;

 

● our ability to maintain the security and reliability of our systems;

 

● our estimates with regard to our future performance and total potential market opportunity;

 

● our estimates regarding our anticipated results of operations, future revenue, location growth, capital requirements and our needs for additional financing; and

 

● our goals and strategies, including those related to revenue and location growth.

 

1

 

 

ITEM 1. BUSINESS

 

Company Overview

 

GZ6G Technologies Corp. (“GZ6G”, “we” or the “Company”) is 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.  We were incorporated in Nevada on December 23, 2003, and are headquartered at 1 Technology Drive, Bldg B, Irvine, CA 92618, Suite no. B123.

 

GZ6G is a smart solutions technology provider focused on providing smart solutions advisory services, developing and acquiring early stage wireless 5G/6G and beyond technologies that meet certain core application requirements that deliver potential enterprise smart city solutions. Types of Products include IPTV technologies, digital displays technologies, VR, AI, data analytics software and wireless security tools for Stadiums, Airports, Universities and Smart City Projects. Our Mission: create shareholder value by creating a family of wireless technology companies specializing in vertical markets that support subsidiary business units with necessary skill sets to deliver value added smart Solutions to partners and customers.

 

A wireless Internet of Things (IoT) technology company and its subsidiaries and divisions, GZ6G Technologies Corp (GZ6G) is focused on acquiring, developing and overseeing innovative wireless IoT technology companies for the emerging 5G and Wi-Fi6 marketplaces, including target markets such as stadiums, airports, universities, racetracks, casinos, and smart city projects.

 

Our controlled subsidiary, Green Zebra Media Corp (GZMC) is one such innovative provider of wireless hardware gateways, communications, marketing and sponsorship, data analytics platforms and CRM technology. Our products are used for stadiums, cities, airports, universities and hospitality markets.

 

The focus of our operations are contracts which can most efficiently, and cost effectively, bring revenue generating operations through partnerships with venues and industries that must adapt to the new 5G and WiFi6 environment.

 

Beyond that, GZ6G and controlled entities are establishing a global command center to offer our customer base scale and agility, speed the launch of wireless, digital services and data analytics services, and seamlessly connect customers to world class experiences.   It is our intent that wireless IT network managed services and data center initiative for clients and partners will monitor cutting edge Wireless IT networks with the ability to dispatch technicians as necessary to ensure continuous functionality of our Wi-Fi networks.

 

In June 2018 GZ6G entered into a five-year written Master Service Agreement (MSA) vendor agreement with Lumen Technologies Corp (Lumen) (F/K/A CenturyLink) wherein GZ6G will provide enterprise level smart technology sales and marketing support to help Lumen enterprise sales teams nationally.  The Agreement is non-exclusive with GZ6G acting as a supplier of software, license to use the software, service of the software, packaging and shipping the software, and installation of the software, as well as hosting services for the software. Due to existing relationships Lumen has with Venues, Stadiums, and Smart City target markets we are able to leverage Lumen’s relationships for introduction and exposure into those target markets. 

 

The first of these projects for the Company was the city of West Des Moines, Iowa’s new Recplex sport venue project. The Company finalized a wireless hardware installation to recognize $130k in revenue in the fourth quarter of 2021.  IT sponsorship managed service revenue will begin as the West Des Moines Recplex opens for the public in the current year.

 

In July 2022, the Company signed an exclusive, strategic partnership with Major League Baseball (“MLB”) team, the Texas Rangers. In December 2022, as amended January 2023, the Company signed a sponsorship and services agreement with the Kansas City Royals Baseball Club.

 

Green Zebra will be managing sponsorship opportunities within the venue across IPTV (internet protocol television) and fans’ mobile devices during live games and other events. When a stadium guest logs into the venue’s Wi-Fi network, Green Zebra’s interface launches to provide fans with quick and secure Internet access on their mobile devices including relevant messaging, such as food and merchandise discounts, and urgent updates such as stadium or security information across the venue’s IPTVs.

 

In addition, sponsorship opportunities are provided across Wi-Fi networks operated through Green Zebra’s managed service solutions. This allows for a smart connected ecosystem and monetization prospects for sponsors to promote their brand to a captive audience. Green Zebra will manage the networks within the live event facilities and their respective Wi-Fi networks and redirect web pages enabling sponsor ads to be seen across diverse platforms.

 

In September 2022, the Company’s GZ Networks division entered into an engagement agreement with an Orange County, California-based real estate chain, RE/MAX, as its IT service provider. This Orange County engagement will provide an opportunity to service other RE/MAX locations as the environment is similar office to office. This new partnership is one of several opportunities GZ Networks has been cultivating for small to medium size businesses (SMBs).

 

2

 

 

The initial focus on the Southern California region gives the GZ Networks senior management team the opportunity to train and prepare team members for enterprise accounts. With a quickly expanding roster of potential clients for enterprise accounts, GZ6G and GZ Networks are working quickly to enhance in-house expertise as an IT service provider in order to prepare for larger enterprise accounts as the opportunities arise.

 

Along with IT services offered to clients, GZ Networks offers a package of robust security services intended to protect sensitive customer and staff data from cyber-attacks for key service providers such as law offices, bank buildings, hotels, bars, and restaurants. The GZ Networks team of business advisors examine current business structures in place and provide analysis and suggestions to secure and optimize networks. HIPAA compliance allows further security where needed for hospitals, doctor’s offices, and healthcare facilities to safeguard patient data.

 

Green Zebra Smart Networks opened its new technology managed service center in Irvine, California in 2021 to support monthly recurring revenue for enterprise accounts.  In addition, the office has hired staff to sell remote IT networking services to small to medium companies that require an outsourced IT networking solution.   Costs for staffing and equipping this office has been approximately $1.45 million and $0.52 million in the years ended December 31, 2022 and 2021, respectively.  We will continue to expand our staff as needed and as funds are available; however, the office currently is equipped with the necessary hardware and software, including state of the art security measures, in order to use this office as the Company’s showroom and headquarters.

 

Green Zebra Smart Networks (GZSN) Division Overview

 

GZ6G Technologies Corp (GZ6G), offers enterprise level IT and wireless networking services to national accounts while GZSN division, located in Irvine, CA, offers local enterprise level IT and wireless network technology consulting service, business technology infrastructure strategy and planning services, as well as IT networking hardware & security cloud software products and services.  In addition, GZSN will provide businesses with monthly remote managed and monitoring service to the Orange County, California markets. 

 

Green Zebra Smart Networks offers innovative solutions to help midsize business owners, post Covid, to upgrade, manage and provide remote work force IT technology infrastructure.  GZSN services will provide opportunities to reduce IT infrastructure costs, reduce business labor costs by offering a local IT monitoring and managed service (MSP) solution that provides remote network engineering support.

 

Vision

 

Green Zebra Smart Networks plans to open the first of three IT Wireless MSP offices.  We plan on revolutionizing the wireless managed service provider market (MSP) by focusing on the local business market that needs wireless IoT and remote network technology upgrades enabling businesses to grow with advanced security tools and network infrastructure technologies to operate their business much more efficiently with cloud technologies and resources.

 

Marketing

 

Starting July 5, 2021, we began aggressively advertising Green Zebra Smart Network services to small to medium size businesses that need IT infrastructure upgrades, remote networking services and cloud security solutions in Orange County, Ca. Advertising initially for lead generation through social media, email marketing, and digital marketing campaigns to drive product and service awareness to create Green Zebra Smart Networks as the IT authority in the local market.


GZSN intends to provide educational videos and blogs on cyber security technology and the benefits of having Green Zebra Smart Networks as their trusted technology advisors, to encourage businesses to become our clients. 

 

GZ6G Sales Methods:  We intend to use the following methods to drive and increase sales:

 

  ● Digital Marketing

 

  ● Social Media Marketing

 

  ● Inside Sales teams

 

  ● Channel Partners

 

3

 

 

Revenue Model

 

We are unable to provide an estimated revenue for GZ6G at this time; however, our Green Zebra Smart Network Irvine, California local office has begun generating recurring revenue in the middle of 2022.  We began onboarding clients in the fourth quarter of 2021. 

 

Clients, when they are signed up, will incur recurring $5,000 monthly fees for IT security monitoring services and Local CCNA (Cisco Certified Network Associate) engineering with remote troubleshooting support capabilities and senior IT network engineers.  

 

Additional non-recurring business revenue would be generated from IT infrastructure network Upgrades purchased from our smart solutions advisors.

 

GZ6G Technology & Expertise Is Helping Build Smarter Businesses. Wireless, Managed Services, Artificial Intelligence, data analytics. Smarter Business. Developer Tools. Enterprise Technology for the federal government, stadiums, airports, universities, and the entertainment industry.

 

GZ6G’s Subsidiaries and Divisions will focus on 4 core areas of expertise to support the GZ6G Enterprise smart solutions:  1. Wireless networking, security managed Services; 2. Data Center Services; 3. IOT software development; 4. Marketing, advertising, sponsorship services.  We expect each subsidiary or division to operate on its own until GZ6G requires the expertise to fulfil all or part of GZ6G technologies enterprise smart solutions products and services as required by contracts.

 

GZ6G Technologies Corp. (“Green Tech”) and its operating subsidiary, Green Zebra Media Corp work together to offer a fully integrated wireless infrastructure solution for enterprise opportunities, while Green Zebra Media focuses on innovative digital marketing, advertising sponsorship and monetization services for their clients.  Green Zebra Media will provide digital marketing, monetization and marketing support services that are missing Wireless communications Networks, IoT applications, and location-based engagement types of technology.

 

While there are many competitors that offer Wireless Networking technology platforms, there are few that provide a on premise wireless gateway communication ad servers and digital marketing monetization support solutions together.  The emerging industry requires assistant to maximize the client’s return on investment.

 

Green Zebra Networks (GZN) division will provide both managed services support for wireless networks hardware, software for enterprise level clients.  In addition, GZN wireless technology will provide proprietary and licensed technology solutions.

 

Green Zebra Labs (GZSL) a new division being created to support GZ6G’s Enterprise smart solutions software integration services for Smart City Venues, in addition to creating new IoT software venue applications that support the smart city initiatives and venue specific data analytics and artificial intelligence applications.  The Green Zebra Smart Labs Software team provides the client with a trusted external IoT software development team to assist with future smart city solution integration opportunities.

 

The mission of GZ6G’s management team is to build a family of smart solutions service companies that work together to minimizes the competition while lowering the risk to enter the 5G & Wi-Fi 6 marketplace.  Venue owners need additional help using integrated technical support service, however, offering a digital marketing and monetization solution has created a competitive advantage that connects and engage communities with relevant information, offering and managing monetizing solutions will subsidize the expensive wireless technology infrastructure costs.

 

4

 

 

Offering an integrated approach digital marketing solution, sponsorship revenue, IT wireless networking and Software expertise together expedite the decision process for all stakeholders, our telecommunication, wireless and agency partners allow us to expand our reach, capabilities and resources.

 

GZ6G provides an enterprise state-of-the art Wi-Fi Media and communication Platform (hardware and software) to monetize and scale to any size venue and/or audience. Our Green Zebra Networks engineering team works with the Venue’s IT engineering team to install Wireless communications platforms. Green Zebra Networks will provide an engineering team to install the Wi-Fi platform into the venue Wi-Fi network, providing WiFi monetization hardware (Green Zebra Media hub) that connects to the customer’s Wi-Fi network system. Every Wi-Fi Media server is embedded with Communication and data analytics software to create monetization and communication. This capability transforms a single location into a powerful, media-rich communications network throughout the venue location.

 

This WIFI Media Server platform creates user engagement when users access Wi-Fi, enabling digital marketing teams to empower businesses, engage communities and enable mobile users with relevant local information, accessed as a cloud or on-premises solution.

 

In addition, Green Zebra Media teams signs long term contracts to secure digital marketing and sponsorship assets monetize venue opportunities, supporting the venue team with marketing strategies, planning, and implementation services, brand & user engagement services, digital marketing and design services, communication software and Wi-Fi ad servers.

 

Currently, GZ6G technologies has secured two partnerships with MLB teams the Kansas City Royals and the Texas Rangers and is working on securing a number of enterprise projects that were delayed in 2020 and 2021 as a result of COVID-19 but have resumed operation in fiscal 2022. These additional projects include several NCAA universities, National Football League,  and cities located in the United States.

 

Further, the Company has entered into a contract with US Federal Contractor Registration (USFCR), whereby the Company will be provided with assistance to qualify and help with federal contract procurement services and writing contracts for System for Award Management (SAM) projects.

 

GZ6G has future plans to roll up several complementary companies in the wireless, Wi-Fi security IoT and digital marketing sectors. GZ6G is able to 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 and cities in the United States and International markets.

 

Additional revenue sources – Wi-Fi as a revenue center

 

The use of Wi-Fi networks in high-density areas is the most efficient manner to ensure consistent wireless connectivity. Two trends are converging today to propel upgrades and new deployments of Wi-Fi networks, including 5G and WiFi6. First, consumer demand for wireless connectivity continues to grow, overwhelming many wireless and Wi-Fi networks. Secondly, many large entities are seeking new digital media avenues to obtain exposure to target markets through online ‘impressions’, particularly when they have access to a captive audience. GZ6G is uniquely positioned to facilitate the convergence of these two trends.  Additionally, GZ6G is developing future Wi-Fi networks that can integrate the Internet of Things (IoT) and significantly enhance network utility and user experiences.

 

The greater use of wireless devices (smartphones, tablets) and the emergence of IoT places has increased demand even further on wireless networks. Large network companies promote the 5G network deployment, but there are limitations to its effectiveness, particularly in high-density areas. Wi-Fi networks remain the best network deployment plan for airports, businesses, universities, transport hubs and city locations where there are high-density network demands.

 

Existing Wi-Fi technology can significantly improve wireless performance at airports, transport hubs, convention centers, resorts, and stadiums. The future of Wi-Fi is even more exciting. New developments by GZ6G will significantly enhance network throughput and allow for apps to reside on a venue’s network rather than the cloud. The result is much faster response and the ability to customize apps to serve local businesses, communities and users of the network.

 

The GZ6G total solution turns the Wi-Fi cost center into a revenue center by (a) deploying a state-of-the-art Wi-Fi broadcast network with customized software for enhanced user experience and (b) obtaining sponsors who desire exposure to consumers and businesses in high-density areas. This combination can easily justify Wi-Fi network deployment today.

 

5

 

 

Additionally, GZ6G plans to vertically integrate its operational model, providing both software and hardware as well as full support services to its customer base.

 

GZ6G is installing Wi-Fi networks in high-density use areas and is partnering with other technology companies and host entities (stadiums, universities, airports, resorts) for the GZ6G total solution. GZ6G has established strategic relationships with (a) network companies that are pitching the GZ6G solution; (b) established Wi-Fi networks that need upgrading; and (c) a range of potential sponsors in a variety of industries.

 

The Company has generated limited revenue to date and has only recently entered into its first strategic partnership, sponsorship and services agreements with two large venues and one smaller Enterprise client. We expect to continue to finalize contracts throughout 2023 to expand our revenue base. Recurring revenues will not be generated from our projects until the installation of our products are complete (anticipated in 2023) and sponsorship and marketing opportunities are able to be monetized.

 

The Company currently has four divisions that will implement actions to correspond with the above services.

  

Market Opportunity

 

GZ6G Technologies is in a unique position to grow rapidly as a smart solution provider for strategic partners in the 5G & Wi-Fi 6 industry with strategic public partners.

 

We have been preparing, developing and building relationships to scale 5G & Wi-Fi 6 emerging markets since winning the New York City connectivity challenge at Governors Island in the Spring of 2018.   We established a s relationship with Lumen’s smart solutions consulting team (formerly CenturyLink).  GZ6G is in a unique position to grow rapidly as a smart solution provider in the 5G & Wi-Fi 6 industry. 

 

In addition, GZ6G is seeking strategic acquisition opportunities to scale revenue, leadership and customer base by expanding the customer base and product lines in four core business areas: wireless networking and managed services locations, Smart IoT Software Applications, Data Center facilities, Digital marketing Agencies opportunities.  We expect to continue creating strategic partnerships that can help scalable a diverse sales force and product offering target markets local to global.

 

5G & Wi-Fi 6 plus is creating what’s called the (4th) next generation industrial revolution that is going to create faster and faster high-speed internet that will create more innovations opportunities that are directed at auto, delivery, entertainment, medical industry and sensors technologies.

 

GZ6G has been preparing, developing and building relationships to scale 5G & Wi-Fi 6 emerging markets since winning the New York City connectivity challenge at Governors Island in the Spring of 2018.   We established a relationship with Lumen’s smart solutions consulting team (formerly CenturyLink) and also have a few other trusted strategic partnership opportunities.  GZ6G is in a unique position to grow rapidly as a smart solution provider in the 5G & Wi-Fi 6 industry. 

 

GZ6G plans to take advantage of early acquisition opportunities to scale the Gz6G business model. It is our belief that most of the existing industry is not preparing for the future change that’s being created by the new high-speed capabilities coming to market.   

 

We will continue to focus on wireless infrastructure, IoT software and marketing to scale revenue opportunities, leadership and customer base by expanding the customer base and product lines in four core business areas: wireless networking and managed services locations, Smart IoT Software Applications, Data Center facilities, Digital marketing Agencies opportunities.  We expect to continue creating strategic partnerships that can help scalable a diverse sales force and product offering target markets local to global.

 

6

 

 

Target Markets:

 

  ● Cities, Airports, Stadiums, Universities, and Hospitality Markets Globally

 

Target Acquisitions:

 

  ● Advertising agencies, IT Network Related Companies, IoT software applications.

 

Barriers to Market

 

With any emerging market there are any number of challenges that exist, as the market matures and flattens out.  We don’t see this happening any time soon, quite the opposite over the last few years we have had a chance to figure out a few things during the development and testing periods.

 

Emerging Smart solutions technology Expertise –

Lack of qualified and experiences staff will number one challenge to bringing smart solutions to market.

  

Competitive Landscape -Telecommunication companies are talking about the 5G and Wi-Fi 6 connective speeds and required infrastructure requirements with various other technologies.  Connectivity is a commodity between all of them, they are and will be looking for alternative product and service providers to differentiate themselves.

 

  ● Overall Smart Solutions product offering

 

  ● Diverse teams are required

 

Go-To-Market Strategies

 

Smart Solutions Technology

 

GZ6G technologies going forward marketing strategy for 2023 will primarily be focused on global strategic partners relationships where our products and services complement each other’s’ product, services and support offerings to enterprise clients.

 

This partnership approach reduces barriers to market lowers the risk while establishing brand value and trust with clients and customers.   Access to our target markets are more receptive when working with their trusted partners at this stage of our growth.

 

This partnership approach reduces barriers to market lowers the risk while establishing brand value and trust with clients and customers.

 

The Company will look to scale up divisional offices in local markets as part of our marketing and support strategy going forward. Our plans include local and regional support centers for large venue city, stadium, airport and university accounts.

 

Technology Monetization Marketing Strategy

 

The Green Zebra Media sponsor advertising division primarily focuses on various types of brand advertisers and agencies that represent brand advertisers that are interested in reaching targeted venue or multiple venue customers.

 

Certain sponsors are willing to contribute more per venue to be the exclusive sponsor for particular events or for several events, or for a period of time at one venue. Sponsorship companies are in the following industries:

 

Types of Venue Sponsor Industry

 

  ● Airline industry

 

  ● Technology Industry

 

7

 

 

  ● Healthcare Industry

 

  ● Sports Industry

 

  ● Entertainment Industry

 

  ● Hospitality industry

 

  ● Beverages

 

Potential Sponsorship Commitments

 

Potential Sponsorship opportunities are in the following industries:

 

Airlines

Beverages

Casinos

Hotels

Restaurants

Consumer Retail

 

Go-To-Market Strategies for Target Markets

 

GZ6G Technologies is looking at strategic acquisition opportunities that would allow for infrastructure, development and consumer target market opportunities; as well as teaming up with partnerships that can help create a diverse sales force that focuses on target markets.

 

University and Stadium Market

The university and stadium market is best addressed through existing commitments and partnerships; for instance, with our partner, Lumen (f/k/a CenturyLink). GZ6G Technologies total solution to Wi-Fi installations is very attractive to strategic partners. As a result, some of the strategic partners have integrated the GZ6G Technologies solutions into their product/service offerings.

 

Airport Market

The airport market is addressed with the direct sales force and ongoing relationships. GZ6G Technologies will leverage the relationships that key partners have with airports. The GZ6G Technologies total solution for installing, managing and monetizing Wi-Fi installations in airports is attractive to partners managing existing Wi-Fi networks.

 

City Market

GZ6G Technologies will address the city market with a direct sales force. GZ6G Technologies has installed a Wi-Fi network on Governors Island New York during the connectivity challenge (2018 with Fibreless). Moving forward GZ6G will continue to work alongside their partners to leverage the success of that installation to attract additional city Wi-Fi installations.

 

Industry Overview

 

Wi-Fi technology enables wireless users to use internet and telecom services in a high-density environment. Without Wi-Fi in areas where there is a high concentration of wireless users, response time degrades, phone calls get ‘dropped,’ internet connectivity may be intermittent and user experience suffers. For this reason, Wi-Fi deployment is critical for internet and telecom networks in many geographical footprints.

 

The market for Wi-Fi equipment worldwide was $15.6 billion in 2022, according to industry research by MarketsandMarkets, Inc. This describes a compound annual growth of 21.2% through 2022. Such growth is driven by the use of wireless devices including smart phones, tablets and development of the IoT market. Approximately 67% of the worldwide wireless equipment market is in the US.  MarketWatch reports the Global Wireless Connectivity market, including chips and devices will reached $31.8 billion in 2022.

 

8

 

 

The primary drivers for the deployment of Wi-Fi networks are increasing bandwidth demand from businesses, universities, smart city projects, and consumers. With the integration of more images and videos for internet users, demand for greater network bandwidth increases. The weakest link in broadband networks is the wireless connection to the end user. The latest Wi-Fi network technologies address this weak link in a cost-effective manner.

 

The primary constraints to deploying Wi-Fi networks has been poor-user experiences in high-density areas, security and privacy concerns. Users with multiple applications on smart phones, or with multiple devices (smart phone and tablet or laptop) place high demands on wireless networks. Bandwidth intensive applications that include video and GPS create greater demands on wireless networks.

 

How does the host/network manager (airport, smart city, business, university) of Wi-Fi decide to improve network capabilities? Wi-Fi networks provide critical connectivity services to users, and bandwidth demand from users creates the need to upgrade the networks. Security on Wi-Fi networks is improving, but bandwidth is lacking. Wi-Fi network users are demanding more bandwidth while traveling, when at sporting events, when spending time ‘downtown’ or in commercial districts, and when at resorts, or on university campuses.

 

Current Operations

 

GZ6G provides a total solution for high-density use areas with:

 

(1) state of the art Wi-Fi hardware deployment to address the requirements of all wireless users, in a specific venue

(2) custom software that enables an enhanced user experience and secure, easy network access

(3) ability to integrate security system or expand Wi-Fi footprint 

(4) automatic portals for any device in the area

(5) the ability to monetize the Wi-Fi network deployment for the host entity.

 

GZ6G Technologies Target Markets

GZ6G is focusing on high-density use venues where (1) internet connectivity demand is high and likely to grow, (2) the host venue recognizes the benefit of providing Wi-Fi broadcasting service, and (3) venues where sponsors are interested in consumer exposure. The target venues include universities, professional sports stadiums and racetracks, airports, resorts and smart-city projects.

 

Hardware and Software Solutions Today

GZ6G Technologies installs state-of-the-art Wi-Fi equipment designed to meet the projected high-density use demands for the location. Equipment manufacturers may include Cisco, Cradle Point, D-Link, Juniper, Linksys. Software may include products that are customizable from Brick & Mobile, Cloud4Wi, Purple Wifi, Panasonic, Socifi, Tanaza.

 

Wi-Fi network installation is customized to ensure the correct internet connectivity and speed is available throughout the venue. GZ6G has developed the software tools that are customized for the host/network manager to easily manage the network through the use of dashboards, which may include integrating additional components such as a security system. The software tools (broadcasting system) allow for the host to create pop up notices to remind users of important items regarding safety, first aid, ancillary services and special offers. The network manager gathers data to understand characteristics of user demands on the network. The host/network venue manager may also design features which provide information to users to enhance their time while in the area, such as discounts to affiliated stores or restaurants, notices of services at the facility such as food outlets, retail items, special benefits to repeat customers, or notice of where emergency healthcare is available. The host venue can customize the user interface on the network and as new supplementary services become available, such as a new food venue or new emergency management procedures, the customer interface can be changed.

 

9

 

 

Company Offerings

 

GZ6G Technologies focus on leading wireless marketing & CRM technology smart solutions provider, offering closed loop security gateways, wireless marketing and sponsorship CRM platform solutions, and deep data analytic solutions for the hospitality, stadiums, airports, universities, and cities. This customized approach to marketing will allow clients to elevate the interaction between the venue and the consumers on their platform. The second division will work with sponsors for unique marketing opportunities within the venue and for the venue.

 

The future vision for the Company is the inclusion of four main divisions.

 

 

 

10

 

 

 

 

 

 

 

 

11

 

 

The parent company, GZ6G Technologies, provides enterprise technology and expertise consulting together to build smarter cities and venues of the future which would oversee the operational excellence of its four existing and planned complimentary subsidiaries under the publicly listed entity.

  

GZ6G’s Subsidiaries and Divisions will diversify its business model by establishing 4 core areas of business expertise to support the overall GZ6G Enterprise customer smart solutions:

 

1. Green Zebra Network:  Wireless networking, security managed Services;

 

2. Green Zebra Data Center Services:  Tier 3 Enterprise center optimize for end users, managed services, cloud data

 

3. Green Zebra Smart Labs:  Smart IOT software development services and applications

 

4. Green Zebra Media:  Marketing, advertising, sponsorship services.

 

Green Zebra Networks (GZN) operates as a stand-alone division that offers IT Wireless networking, hardware, implementation and managing services support and solutions in local to national business. GZ6G would subcontract the GZN division when Networking and managed services related products and services are required.

 

FiBox Pro Appliance Gateway Solution:

 

  ● GZN provides a smart appliance Network gateway device called FiBoxPro gateway that creates a closed loop local communication and monetization service.  GZN will provide the configuration and managed services.  These IT technical teams will also provide technical support and communication with internal and external teams.

 

Green Zebra Data Center (GZDC):  offering Tier 3 Enterprise data center solutions to optimize end users, managed services, cloud data.

 

Green Zebra Media, Corp (GZMC) operates as an independent advertising company that offers traditional advertising, digital marketing, digital advertising and sponsorship GZ6G subcontracts GZMC services when advertising and sponsorship services are required to help monetize venues and the FiBox Pro Product.

 

Green Zebra Smart Labs (GZSL) Division

This division will offer software development services for various types of Smart Solution cloud products and services.  GZSL will integration services for third party technologies. This division will be responsible for being the leading provider for in-venue wireless venue and user engagement, marketing, advertising platforms and data analytics.

 

The software division develops and support various API application support services for Smart solution broadcasting systems, data analytics and artificial intelligent application needs.

 

Data Analytics Software development and R& D support.

CRM, API software development, artificial intelligence (AI), research and development (R&D) platform integration solutions and more.

 

Current GZ6G development projects:

 

  ● VenuTrax – an in-venue and Saas platform cloud data analytics and artificial intelligent engine used to help venue owners communicate and monetization relevant information regarding user insights.

 

  ● CastWifi – An in Venue or cloud WIFI interactive broadcasting technology that allows public venue wireless networks to broadcast live content to their user audience in a closed loop setting like a similar to IPTV technology but over Wi-Fi.

 

Green Zebra Media, Corp (GZMC) operates as an independent advertising company that offers traditional advertising, digital marketing, digital advertising and sponsorship services in addition to supporting GZ6G smart solutions customers and partners with agency services that include advertising, marketing, sponsorship sales agency, and platform support team; this division will be broken into two main operations.

 

12

 

 

GZ6G Technologies envisions the creation of wireless ‘fiber-speed’ networks to meet the demands of wireless consumers and businesses. High-speed wireless networks enable the establishment of Wi-Fi networks in any location to meet demands of wireless users, and expand the content capabilities of hosts and sponsors, regardless of the distance to fiber rings.

 

GZ6G is an IoT company made up of four different supportive channels:

 

  ● Infrastructure

 

  ● Software Development

 

  ● Cyber Security

 

  ● Data Management

 

We are in the process of developing a global command center that will allow us to monitor all of our venues in one central place.  We will have technical engineers available in case any of the networks go down in any of the venues at any time.  We will be able to remotely navigate any issues arising at the venues so that service will be virtually uninterrupted.

 

Practice areas can either function independently to address a client’s specific functional IoT needs, or be combined to provide brands with a holistic service offering that will handle all of their needs.

 

From banner and social media advertisements and advertorials, to website and shopping portal purchase engagements, and product procurement, we will support venues in all of their touch points and engagement opportunities with their end audience.

 

We will offer the following core services:

 

We define venue as our target client, it can be a point of interest within a city, or it could be the city itself. Venues are a specific geographical location, such as a city, airport, university, stadium, racetrack, casino, or hospitality location (trade center, hotel etc.). When a venue connects to the network it is called a closed loop communication solution.

 

Qualify – Our infrastructure team goes into a new venue to ensure that they have the right infrastructure or bandwidth in place. This also means the team will be looking at whether the venue has the appropriate Wi-Fi capabilities in place, so the equipment will sync. Qualify also means that an evaluation has been completed to ensure that the venue has the correct Wi-Fi speed so marketing materials such as videos, graphics and content will present itself correctly.

 

The new GZ6G Wi-Fi broadcast network facilitates the Internet of Things to function in a way that it was projected to do years ago. Several possibilities with Wi-Fi apps are as follows:

 

  ● Instantly receive best location for emergency first aid with a selected route, walking or driving. Information on where closest drinking fountain, first aid station, among other things, is located.

 

  ● Police can receive optimal path to particular location and control any security cameras in different locations.

 

  ● Consumers receive information on where street parking is available in real time and which parking structures have spaces available.

 

  ● Travelers can be notified of flight changes, allowing more restaurant time.

 

  ● Real time information on shortest food lines at a stadium.

 

13

 

 

  ● 3-D images of museum, real-time information on lines at any venue.

 

  ● Cameras showing crowd at outdoor restaurant or parks. Control of access can change.

 

  ● Security system cameras only available to certain parties such as police or other security personnel.

 

  ● Short term restaurant or store specials when customer traffic is low.

 

All of this and more is possible with apps that do not require downloads from the cloud. It’s all available instantly because it is on the venue network. Each venue network can control which apps are available to which group of users, such that security cameras can be available to a select group. The possible apps are endless, and each venue network can customize its network page as it sees fit.

  

Our team will possess core capabilities and skill sets that help our clients execute on targeted growth plans that tap into the trillion-dollar tech market. We will serve clients across a wide range of industries and geographies.

 

Our growth will be through a multi-prong plan: (1) growing an in-house sales team; (2) leveraging strategic partners who are advisors to decision makers and owners of companies and will be conduits for introductions; and (3) client referrals.

 

We will build a core team of product developers, creative designers, sales professionals and account managers under each practice area to service existing and new clients.  Our philosophy is to develop “repeatable” software platforms around common business needs that can be productized to allow for us to scale development of new projects and grow revenues without relying on building large development teams.

 

Our expertise is IoT; we will help companies become relevant, agile and competitive in a global consumer commerce environment.  We will offer the ability for worldwide marketing and advertising through our developed software and available wifi at our venues.  Consumers want to be able to shop, among other things, anytime and anywhere, and on any device; our expertise allows for us to put our brands right in front of this consumer activity.

 

The global information technology industry is experiencing global growth and US companies have to be prepared to be competitive on a global marketplace.

 

The next generation Wi-Fi broadcast networks will bring fiber-like bandwidth capabilities to a wireless network.  Additional benefits of the GZ6G Wi-Fi broadcast network development is the ability to (a) wirelessly connect to fiber that may be at a distance from the facility, and (b) install high-speed bandwidth wireless to serve a community at a lower cost and much shorter deployment timeframe compared to fiber installations.

 

Employees and Consultants

 

Including our CEO, President and Director, Mr. William Coleman Smith, along with our two independent Directors, we have a total of 14 full time employees.  Mr. Rohan Potange continues to act as our Interim Chief Technology Officer.

 

Rohan Potange, Interim Chief Technology Officer

 

Rohan Potange has more than 13 years of experience in technology consulting, project management, operations, finance, strategic marketing, business expansion, and innovative product development. As a software industry expert, his responsibilities at GZ6G Technologies Corp. encompass expanding and managing the teams responsible for the development of VenuTrax for GZ6G Technologies’ Green Zebra Smart Labs division. VenuTrax will be a state-of-the-art logic management solution cloud (SaaS) platform intended to provide venues the ability to directly communicate with customers using 5G & Wi-Fi 6, as well as offer business intelligence such as data analytics and artificial intelligence for monetization purposes. 

 

14

 

 

Mr. Potange is also the Chief Executive Officer for GZ6G Technologies partner, Internet Soft, a digital transformation consultancy, and software development company that provides cutting-edge engineering solutions. Internet Soft assists Fortune 500 companies and enterprise clients solve complex issues that always emerge during their digital evolution journey. Internet Soft helps Green Zebra Smart Labs scale up workforce and technologies to meet the demand for the emerging 5G & Wi-Fi 6 industry.

 

Mr. Potange’s strong communication and mentoring skills allows him to lead teams in a way that promotes internal and external business relationships and strengthens customer confidence.

 

Mr. Potange received his Master’s in Computer Science from Savitribai Phule Pune University located in Pune, India.

 

The Company works with legal counsel, an accounting firm and an auditing firm on an as needed basis.  The Company is looking to hire technical, marketing and software development engineers/staff as soon as finances allow. We intend to add additional staff as we grow. Any such additions will be made at the discretion of management and to meet the Company’s then current needs, all subject to having available resources to attract and retain such staff.

 

Key Relationships

 

GZ6G has several strong relationships that are mutually beneficial to both partners; partners that will leverage the GZ6G capabilities to maintain and/or grow revenue streams for both entities.

 

Current Partnerships

 

Lumen Technologies/CenturyLink

 

Lumen Technologies: Lumen Technologies, previously CenturyLink, is one of the largest telecommunications organizations in the country focused on using their networks at cities, stadiums and universities. As a trusted third-party solutions partner, GZ6G Technologies offers the smart solution tools and expertise required for Lumen Technology to develop long term user engagement solutions.

 

Brand LTD – Brand LTD is our advertising and marketing partner/creative agency.

 

ViTech – ViTech is one of our IPTV Solutions providers for large venues and smart cities.

 

Aruba Wireless – Aruba is one of the partners for which we utilize their hardware for smart venues and smart cities.

 

Internetsoft – Internetsoft is our software development strategic partner that works with our internal development team to scale our software development projects for smart venues and smart cities.

  

Marketing Strategy

 

We plan to market directly to sports arenas, concert venues, universities, racetracks, casinos, and to smart cities using our existing relationships as well as deploying a number of popular online marketing tactics.  Additionally, we will be leveraging strategic partners who are advisors to decision makers, and owners of companies, and who will be conduits for introductions and client referrals.

 

GZ6G has relationships with national and regional Fortune 500 entities that are seeking targeted methods to reach existing and potential customers. These sponsors include commercial enterprises that desire to advertise or collect analytic data on users in high-density locations. National sponsors include the major network carriers, auto manufacturers, airlines, casinos, grocery stores, online retail, consumer discretionary goods and restaurant chains. Many of these seek exposure to consumers in specific areas.

 

With selective Wi-Fi markets, a sponsor can more effectively deploy advertising budgets. Local restaurants can advertise specials at football games. Casinos or restaurants can advertise to airport customers or smart-city users. Host entities can identify food specials at certain times when lines are low. Airports could provide flight updates in real time with notices to fliers that log in on their flight.

 

As the GZ6G network installation base grows, the Company will have the ability to offer sponsors a variety of venues for exposure.

 

15

 

 

Government Contracting Opportunities/Regulation

 

We have registered through US Federal Contractor Registration (USFCR) which will allow us to be included in the System for Award Management (SAM) which will allow us to be included in writing government contracts.  In the event we are awarded jobs through SAM, we will have to adhere to any requirements set forth by the United States Federal government.

 

Intellectual Property

 

We will regard our client lists and any intellectual property we may acquire, i.e., patents, trademarks, service marks, copyrights, and similar intellectual property that would be critical to our success, and we will rely on trademark, copyright and confidentiality and/or license agreements to protect our proprietary rights. Effective intellectual property protection may not be available in every area in which our products are made available. Furthermore, regulations governing domain names may not protect our trademarks and similar proprietary rights. We may be unable to prevent third parties from acquiring and using domain names that are similar to, infringe upon or diminish the value of our patents and other proprietary rights. We may be unable to prevent third parties from using and registering our trademarks, or trademarks that are similar to, or diminish the value of our trademark.

 

Competition

 

Telecommunication companies are talking about the 5G and Wi-Fi 6 connective speeds and required infrastructure requirements with various other technologies.  Connectivity is a commodity between all of them, they are and will be looking for alternative product and service providers to differentiate themselves.

 

Research and Development

 

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.

 

Available Information

 

Our principal executive offices are located at 1 Technology Drive, Bldg B, Suite B123, Irvine, CA 92618.

 

Our telephone number is (949) 872-1965. Our website address is www.GZ6G.com. Our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge through the investor relations page of our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. The information that is posted on or is accessible through our website is not incorporated by reference into this Annual Report on Form 10-K and should not be considered part of this or any other report that we file with or furnish to the SEC. Alternatively, these reports may be accessed at the SEC’s website at www.sec.gov

 

ITEM 1A – RISK FACTORS

 

As a smaller reporting company, we are not required to provide the information required by this Item.

 

For risks relating to our operations, see “Risk Factors” contained in our prospectus filed on Form S-1/A on February 7, 2023.

 

ITEM 1B – UNRESOLVED STAFF COMMENTS

 

Not Applicable

 

16

 

 

ITEM 2 – PROPERTIES

 

Our corporate headquarters is located at 1 Technology Drive, Bldg B, Suite B123, Irvine, CA 92618.

 

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.

 

We had a lease with IAC Apartment Development JV LLC to lease approximately 1,500 square feet of space at 861 Tularosa, Irvine, California for a one-year term expiring October 9, 2022 at a rental rate of $3,620 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp. Green Zebra uses the space for its operations. Upon expiry of the lease the Company continues to use the space on a month to month basis.

 

During fiscal 2020 the Company formed a partnership with one of its branding partners for shared office space in a 5,000 square foot office complex located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148. The shared use of the space by Green Zebra staff is currently provided free of charge as part of the shared contract work between Green Zebra, the Company and the branding partner.

 

We believe our facilities are adequate for our current needs.

 

ITEM 3 – LEGAL PROCEEDING

  

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 

  

As of December 31, 2020 and March 31, 2021, the Company was unaware of the judgement.  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 remitted a further $2,420 towards the outstanding balance. The Company has remitted a further $2,420 towards the outstanding balance. At December 31, 2022 and 2021, a total of $54,738 remained outstanding. The Company and the Plaintiff are currently in discussions regarding the claimed amount. 

 

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 4 – MINE SAFETY DISCLOSURE

 

Not Applicable

 

17

 

 

PART II

 

ITEM 5 – MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

  

Our shares of common stock are quoted on the OTCQB under the symbol “GZIC”. Such quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission, and may not represent actual transactions.

  

The last reported sales price of our common stock on the OTCQB on April 14, 2023 was $0.0057.

 

Holders

 

As of December 31, 2022, there were 23 stockholders of record of our common stock.

 

Dividends

  

The Company has never paid dividends on its common stock and does not anticipate that it will pay dividends in the foreseeable future. It intends to use any future earnings for the expansion of its business. Any future determination of applicable dividends will be made at the discretion of the board of directors and will depend on the results of operations, financial condition, capital requirements and other factors deemed relevant. 

  

Securities Authorized for Issuance under Equity Compensation Plans

  

The Company does not have any equity compensation plans as of December 31, 2022.

 

Purchases of Equity Securities by the Issuer or Affiliated Purchasers

 

There were no repurchases of shares of common stock made during the year ended December 31, 2022.

 

Securities Placed on Reserve Pursuant to Convertible Notes

 

The Company currently has a total of 774,167,393 shares of common stock on reserve pursuant to obligations to Convertible Notes. On March 1, 2023, the Company filed a Certificate of Amendment with the state of Nevada in order to increase the number of authorized common shares to 1,000,000,000, and to ensure the number of authorized shares would accommodate the number of shares on reserve.

 

ITEM 6 – [RESERVED]

 

18

 

 

ITEM 7 – MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

THE FOLLOWING DISCUSSION AND ANALYSIS SHOULD BE READ TOGETHER WITH OUR AUDITED CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2022 AND 2021, AND THE NOTES TO THOSE AUDITED FINANCIAL STATEMENTS.

 

THE FOLLOWING DISCUSSION CONTAINS FORWARD-LOOKING STATEMENTS THAT INVOVLE RISKS AND UNCERTAINTIES. OUR ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THE FORWARD-LOOKING STATEMENTS AS A RESULT OF VARIOUS FACTORS, INCLUDING, BUT NOT LIMITED TO, THOSE IDENTIFIED AND DISCUSSED IN OUR PROSPECTUS ON FORM S-1/A FILED WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) ON FEBRUARY 7, 2023 STARTING ON PAGE 7, “RISK FACTORS”, AND THE RISKS DISCUSSED IN OUR OTHER SEC FILINGS.

 

THE MANAGEMENT’S DISCUSSION AND ANALYSIS OF OUR FINANCIAL CONDITION AND RESULTS OF OPERATIONS ARE BASED UPON OUR AUDITED FINANCIAL STATEMENTS, WHICH HAVE BEEN PREPARED IN ACCORDANCE WITH ACCOUNTING PRINCIPLES GENERALLY ACCEPTED IN THE UNITED STATES OF AMERICA (“GAAP”). 

 

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

 

Revenue

 

Fiscal Year ended December 31, 2022 and 2021:

 

We reported revenues of $221,946 and $78,000 in the fiscal years ended December 31, 2022 and 2021, respectively. The increase in revenues in the year ended December 31, 2022 is directly related to two long term contracts entered into during the year under which the Company provides hardware installation services, professional design services and future monthly services with revenue sharing on certain sponsorship components.

 

Operating Expenses 

 

Years ended December 31, 2022 and 2021

  

  

Year Ended

December 31,

 
   2022   2021 
         
NET REVENUES  $221,946   $78,000 
           
OPERATING EXPENSES          
Cost of revenue   18,276    43,121 
Depreciation   125,424    20,429 
General and administrative   2,957,041    963,068 
General and administrative, related parties   480,000    330,000 
Professional fees   95,509    99,099 
Total operating expenses   3,676,250    1,455,717 
           
(Loss) from operations   (3,454,304)   (1,377,717)
           
Other income (expense)          
Interest expense   (7,094,839)   (8,051,277)
Gain (loss)   3,575,831    (714,973)
PPP loan forgiveness   46,091    - 
Total other income (expense)   (3,472,917)   (8,766,250)
           
Net income (loss)  $(6,927,221)  $(10,143,967)
           
Less: net income (loss) attributable to Non-controlling interest   (56,201)   (112,359)
Net income (loss) attributable to GZ6G Technologies Corp.  $(6,871,020)  $(10,031,608)

  

19

 

 

Total operating expenses for the year ended December 31, 2022, were $3,676,250 as compared to $1,455,717 for the year ended December 31, 2021. During the years ended December 31, 2022 and 2021, we reported costs of revenue of $18,276 and $43,121 respectively. The Company incurred $2,957,041 and $963,068 in general and administrative expenses in the years ended December 31, 2022 and 2021, respectively and general and administrative costs from related parties of $480,000 and $330,000, 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 $1,453,055 in payroll expenses for the year ended December 31, 2022 as compared to $527,778 for the year ended December 31, 2021, share based compensation to officers and directors in the current year of $65,070 as compared to $0 in the prior comparative year, investor relations expenses were $754,060 for the year ended December 31, 2022 as compared to $14,225 for the year ended December 31, 2021, advertising and promotional expenses increased substantially from $55,263 in the year ended December 31, 2021 to $118,772 for the year ended December 31, 2022, transfer agent and filing fees increased period over period as a result of equity financings in the period and associated share issuance costs from $41,204 for the year ended December 31, 2021 to $83,355 for the year ended December 31, 2022, software expenses were $59,863 for the year ended December 31, 2022 as compared to only $21,785 for the year December 31, 2021 as we worked to improve our product offerings, insurance expenses, including general, health and auto insurance were $42,799 as compared to $12,252 in December 31, 2021, and rent expense increased from $129,670 for the year ended December 31, 2021 to $220,676 for the year ended December 31, 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 increases in management fees to Mr. Smith in the year ended December 31, 2022. Professional fees in the year December 31, 2022, remained fairly constant totaling $95,509 in the current year as compared to $99,099 in the year ended December 31, 2021. Depreciation increased from $20,429, during the year December 31, 2021, to $125,424 during the year ended December 31, 2022, as a result of the acquisition of a new office space and associated furnishings and equipment.

 

Other expense

 

Other expense reported for the fiscal years ended December 31, 2022, and 2021 totaled $3,472,917 and $8,766,250, respectively. During the year ended December 31, 2021 the Company reported interest expenses of $8,051,277 including amortization of debt discount and issuance costs of $7,823,512 and interest expenses of $227,765 and a loss on conversion of certain notes to common stock of $714,973. During the year ended December 31, 2022 the Company reported interest expenses of $7,094,839 including amortization of debt discount and issuance costs of $5,864,374, financing costs of $920,227, including fees paid in cash as well as the issuance of warrants and common stock to financing agents, and interest expenses of $310,238, a gain on conversion of certain notes to common stock of $3,575,831 and a gain of $46,091 upon forgiveness of PPP loans.

 

We had a net loss of $6,927,221 in the year ended December 31, 2022 compared to a net loss of $10,143,967 in the year ended December 31, 2021.

 

20

 

 

Statement of Cash Flows

 

Years Ended December 31, 2022 and 2021

 

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

  

   December 31,
2022		   December 31,
2021		 
Net cash used in operating activities  $(2,514,937)  $(1,369,844)
Net cash used in investing activities   (77,909)   (251,993)
Net cash provided by financing activities   2,340,207    2,201,084 
Increase (decrease) in cash   (252,639)   579,247 
Cash end of year  $507,152   $759,791 

  

Cash Used in Operating Activities

 

Cash used in operating activities for the year ended December 31, 2021 was $1,369,844 as compared to $2,514,937 of cash used in operating activities in the year ended December 31, 2022.

 

Cash used in operating activities for the year ended December 31, 2022 was primarily the result of our net loss of $6,927,221 (December 31, 2021 – $10,143,967) offset by non-cash items including amortization of debt discount and offering costs of $5,864,374 (December 31, 2021- $7,823,512), a gain on conversion of certain notes to common stock of $3,575,831 (as compared to a loss on conversion of notes for the year ended December 31, 2021 of $714,973), depreciation of $125,424 (December 31, 2021- $20,429), and amortization of rights of use assets of $20,033 (December 31, 2021 - $910), as well as PPP loan forgiveness of $46,091, common stock issued as financing costs of $22,399, and common stock issued in satisfaction of consulting agreements of $794,070 all with no comparable transaction in fiscal 2021. In the fiscal year ended December 31, 2021 we also reported $4,990 due to a reclassification of fixed assets to advertising expense with no comparable amounts for this item in the fiscal year ended December 31, 2022.

 

Changes in operating activities in the year ended December 31, 2022 included an increase in prepaid expenses of $30,588 (2021 - $7,319), an increase to accounts payable of $387,972 (2021 - $100,264), an increase in related party payables of $237,382 (2021 - $179,659) and a decrease in customer deposits of $37,000 (2021 - $78,000). We also reported an increase in accounts receivable in the year ended December 31, 2022 of $57,845 (2021 - $0) and an increase in other current assets of $0 (2021 - $10,436).

 

Cash Used In Investing Activities

 

Cash used by investing activities for the years ended December 31, 2022 and 2021 related to equipment purchases and totaled $107,909 and $251,993, respectively offset by a credit for leasehold improvements in the year ended December 31, 2022 of $30,000 (2021 - $0)

 

Cash Provided by Financing Activities

 

During the year ended December 31, 2022, financing activities provided cash of $2,340,207 which was comprised of proceeds from private placements of $151,104, proceeds from the exercise of warrants of $53,751, proceeds from a related party of $450,100, PPP loan interest refund of $5,702, and proceeds from convertible notes of $1,960,550, offset by repayments of convertible notes of $281,000.

 

During the year ended December 31, 2021, financing activities provided cash of $2,201,084 which was comprised of proceeds from private placements of $100,000, subscriptions receivable of $150,000, and proceeds from convertible notes of $2,108,000, offset by repayment of debt of $151,854 and repayments of loans payable of $5,062.

 

Liquidity and Capital Resources

 

The Company has been in the start-up phase and has generated limited revenues from its operations, and while we have various contracts in place for future development, there is no assurance of future revenues. As of December 31, 2022, the Company had a working capital deficit of $8,906,205 with approximately $507,000 of cash on hand and an accumulated deficit of $23,078,343. While the Company received proceeds of approximately $1,960,000 from certain convertible notes, proceeds of approximately $53,000 from warrant exercises, proceeds from the sale of registered stock of approximately $151,000 and loans from its officer and director of $450,100, the Company is still not able to meet its operational overhead. The Company anticipates a need for a further $5,000,000 in fiscal 2023 to meet its upgraded infrastructure requirements and has filed a registration statement on Form S-1 to facilitate this requirement.  The issuance of additional securities may continue to result in significant dilution in the equity interests of our current stockholders. Obtaining loans, assuming these loans would be available, will increase our liabilities and future cash commitments. There is no assurance that we will be able to obtain further funds required for our continued operations or that additional financing will be available for use when needed or, if available, that it can be obtained on commercially reasonable terms.

  

21

 

 

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.

 

Going Concern

 

These audited 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. The Company anticipates a need for a further $5 million in fiscal 2023 to meet its upgraded infrastructure requirements. In addition to the remaining funding which may be provided to the Company under various loan agreements, the Company is in the process of filing a follow-on registration statement on Form S-1 to facilitate additional funding up to a maximum of $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.

 

Off Balance Sheet Arrangements

 

We currently have no off-balance sheet arrangements. 

 

Critical Accounting Policies and Estimates

 

The financial statements are prepared in accordance with accounting principles generally accepted in the U.S. (“GAAP”). The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenues, costs and expenses and related disclosures. We base our estimates on historical experience, as appropriate, and on various other assumptions that we believe are reasonable under the circumstances. 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 operations and cash flows will be affected. See Note 2 – Summary of Significant Accounting Policies.

 

Due to the COVID-19 pandemic, there has been uncertainty and disruption in the global economy and financial markets. The estimates used for, 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 value of our assets or liabilities as of the date of issuance of this Annual Report on Form 10-K. These estimates may change as new events occur and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

 

22

 

  

Policies

 

Revenue Recognition

 

We recognize revenue from installation, digital marketing, sponsorship and advertising fees and the sale of WiFi and communication solutions to customers. Our policy is to record revenue from installation services upon reaching identified milestones, “percentage of completion” as set out in our customer agreements. Revenue from marketing, sponsorship and advertising is recognized when the performance obligation is complete. Recurring revenue from WiFi and communication solutions is recognized monthly in accordance with the terms of the contract with the customer.

 

Research and Development Costs

 

Our policy is to 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, in which case these amounts are included in net sales with the related costs included in cost of sales in each of the respective periods.

 

Estimates

 

Stock-Based Compensation

 

We use the fair value method to account for Stock-based compensation cost for stock options or warrants, 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.  

 

Recent 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. Early adoption is permitted. For all other entities, this update is effective for fiscal years beginning after December 15, 2023, including interim periods therein. The Company adopted this ASU effective January 1, 2021.

 

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.

 

Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

 

Since inception, we have had no changes in or disagreements with our accountants. Our audited financial statements have been included in this prospectus in reliance upon Pinnacle Accountancy Group of Utah (a dba of Heaton & Company, PLLC), as experts in accounting and auditing.

 

ITEM 7A- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

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

 

23

 

 

ITEM 8 – FINANCIAL STATEMENTS AND SUPPLEMENTAL DATA

 

FINANCIAL STATEMENTS TABLE OF CONTENTS

 

GZ6G TECHNOLOGIES CORP.

 

 TABLE OF CONTENTS FOR AUDITED FINANCIAL STATEMENTS 

December 31, 2022 and 2021

 

  Page
Report of Independent Registered Public Accounting Firm (PCAOB ID No. 6117) F-2 - F-3
   
Consolidated Balance Sheets F-4
   
Consolidated Statements of Operations F-5
   
Consolidated Statement of Changes in Stockholders’ Deficit F-6
   
Consolidated Statements of Cash Flows F-7
   
Notes to Consolidated Financial Statements F-8 to F-26

 

F-1

 

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

GZ6G Technologies Corp.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of GZ6G Technologies Corp. (the Company) as of December 31, 2022 and 2021, and the related consolidated statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

 

Going Concern Considerations

 

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and negative working capital which raises substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

Critical Audit Matter

 

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

 

F-2

 

 

Going Concern – Disclosure

 

The consolidated financial statements of the Company are prepared on a going concern basis, which assumes that the Company will continue in operation for the foreseeable future and, accordingly, will be able to realize its assets and discharge its liabilities in the normal course of operations. As noted in “Going Concern Considerations” above, the Company has a negative working capital and has a history of recurring net losses. The Company has contractual obligations, such as commitments for repayments of accounts payable and accrued expenses, leases, related party payables, related party debt and convertible notes payable (collectively “obligations”). Currently, management’s forecasts and related assumptions illustrate their judgements as to the Company’s ability to meet its obligations through management of expenditures, implementation of planned business operations, obtaining additional debt financing, and issuance of capital stock for additional funding to meet its operating needs. Should there be constraints on the ability to implement its planned business operations or access financing through stock issuances, the Company will continue to manage cash outflows and meet the obligations through debt financing.

 

We identified management’s assessment of the Company’s ability to continue as a going concern as a critical audit matter. Management made judgments regarding the Company’s ability to effectively implement its plans to provide the necessary cash flows to fund the Company’s obligations as they become due. Specifically, the judgments with the highest degree of impact and subjectivity in determining the Company’s ability to effectively implement it include its ability to manage expenditures, its ability to access funding from the capital market, its ability to obtain debt financing, and the successful implementation of its planned business operations. Auditing the judgments made by management required a high degree of auditor judgment and an increased extent of audit effort.

 

Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included the following, among others evaluating the Company’s ability and intent to: (i) access funding from the capital market; (ii) manage expenditures and (iii) obtain debt financing.  

 

/s/ Pinnacle Accountancy Group of Utah

 

We have served as the Company’s auditor since 2019.

 

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

April 17, 2023

 

F-3

 

 

GZ6G TECHNOLOGIES CORP.

CONSOLIDATED BALANCE SHEETS

 

   December 31,
2022		   December 31,
2021		 
ASSETS          
Current assets          
Cash  $507,152   $759,791 
Accounts receivable, net   59,845    2,000 
Prepaid expenses   49,174    18,586 
Other current assets   15,949    15,949 
Total current assets   632,120    796,326 
           
Property and equipment, net   187,661    235,176 
Right of use assets   552,951    98,093 
TOTAL ASSETS  $1,372,732   $1,129,595 
           
LIABILITIES AND STOCKHOLDERS’ DEFICIT          
Current liabilities          
Accounts payable and accrued expenses  $565,857   $335,037 
Related party payables   417,151    179,769 
Deferred revenue   172,000    209,000 
Debt, current portion   3,767    44,156 
Debt, related parties   1,440,825    1,065,725 
Convertible notes, net of debt discount   6,847,121    5,075,840 
Lease liability, current portion   91,604    99,003 
Total current liabilities   9,538,325    7,008,530 
           
Debt, net of current portion   44,000    44,000 
Lease liability, net of current portion   482,290    - 
Total liabilities   10,064,615    7,052,530 
           
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, 70,837,511 and 25,177,973 shares issued and outstanding at December 31, 2022 and 2021, respectively   70,837    25,178 
Additional paid in capital   14,896,922    10,784,308 
Accumulated deficit   (22,963,551)   (16,092,531)
Total GZ6G Technologies Corp stockholders’ deficit   (7,975,792)   (5,263,045)
Non-controlling interest   (716,091)   (659,890)
Total stockholders’ deficit   (8,691,883)   (5,922,935)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT  $1,372,732   $1,129,595 

 

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

 

F-4

 

 

GZ6G TECHNOLOGIES CORP.

CONSOLIDATED STATEMENTS OF OPERATIONS 

                 
  

Year Ended

December 31,

 
   2022   2021 
         
NET REVENUES  $221,946   $78,000 
           
OPERATING EXPENSES          
Cost of revenue   18,276    43,121 
Depreciation   125,424    20,429 
General and administrative   2,957,041    963,068 
General and administrative, related parties   480,000    330,000 
Professional fees   95,509    99,099 
Total operating expenses   3,676,250    1,455,717 
           
(Loss) from operations   (3,454,304)   (1,377,717)
           
Other income (expense)          
Interest expense   (7,094,839)   (8,051,277)
Gain (loss) on debt extinguishment   3,575,831    (714,973)
PPP loan forgiveness   46,091    - 
Total other income (expense)   (3,472,917)   (8,766,250)
           
Net income (loss)  $(6,927,221)  $(10,143,967)
           
Less: net income (loss) attributable to Non-controlling interest   (56,201)   (112,359)
Net income (loss) attributable to GZ6G Technologies Corp.  $(6,871,020)  $(10,031,608)
           
Basic and diluted net loss per common share  $(0.19)  $(0.49)
           
Weighted average shares, basic and diluted   36,074,745    20,473,723 

 

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

 

F-5

 

 

GZ6G TECHNOLOGIES CORP.

CONSOLIDATED STATEMENT OF STOCKHOLDERS’ DEFICIT

For the Years Ended December 31, 2022 and 2021 

                                                                                 
  

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)
                                                   
Shares issued to acquire additional interest in subsidiary   -    -    -         10,000,000    10,000    (142,649)   -    132,649    - 
Discount on debt, convertible notes issued   -    -    -    -    -    -    504,027    -    -    504,027 
Convertible note proceeds allocated to warrants   -    -    -    -    -    -    503,973    -    -    503,973 
Warrants issued as financing cost   -    -    -    -    -    -    25,141    -    -    25,141 
Issuance of common stock for debt conversion   -    -    -    -    2,051,282    2,052    4,613,333    -    -    4,615,385 
Issuance of common stock for private placement   -    -    -    -    333,334    333    99,667    -    -    100,000 
Loss during the period   -    -    -    -    -    -    -    (10,031,608)   (112,359)   (10,143,967)
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)
                                                   
Discount on debt, convertible notes issued        -                         792,824              792,824 
Convertible note proceeds allocated to warrants        -                         606,142              606,142 
Warrants issued as financing cost        -                         707,985              707,985 
Shares issued as financing cost                       10,769    11    22,388              22,399 
Shares issued under consulting agreements        -               4,952,463    4,952    789,118              794,070 
Issuance of common stock for debt conversion        -               31,981,397    31,981    937,767              

969,748

 
Issuance of common stock for debt, related party        -               2,500,000    2,500    57,750              60,250 
Sale of common stock under equity agreement                       4,747,662    4,748    146,356              151,104 
Issuance of common stock for exercise of warrants        -               560,000    560    53,191              53,751 
Issuance of common stock for cashless exercise of warrants        -               907,247    907    (907)             - 
Loss during the period        -                              (6,871,020)   (56,201)   (6,927,221)
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)

 

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

 

F-6

 

 

GZ6G TECHNOLOGIES CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                 
  

Year Ended

December 31,

 
   2022   2021 
Cash flows from operating activities:          
Net Loss   (6,927,221)   (10,143,967)
Adjustments to reconcile net loss to net cash used in operating activities:          
PPP loan forgiveness   (46,091)   - 
(Gain) loss upon note conversions   (3,575,831)   714,973 
Amortization of debt discount and issuance cost   5,864,374    7,823,512 
Warrants issued as financing cost   707,985    25,141 
Common stock issued as financing cost   22,399    - 
Common stock issued under consulting agreement   794,070    - 
Depreciation   125,424    20,429 
Amortization of right of use assets   20,033    910 
Fixed assets reclassify to advertising expense   -    4,990 
Changes in operating assets and liabilities:          
Increase in accounts receivable   (57,845)   - 
Increase in prepaid expenses   (30,588)   (7,319)
Increase in other current assets   -    (10,436)
Increase in accounts payable and accrued expenses   387,972    100,264 
Increase in related party payables   237,382    179,659 
Decrease in deferred revenue   (37,000)   (78,000)
Net cash provided by (used in) operating activities   (2,514,937)   (1,369,844)
           
Cash Flows from Investing Activities:          
Proceeds from credit for leasehold improvements   30,000    - 
Purchase of equipment   (107,909)   (251,993)
Net cash used in investing activities   (77,909)   (251,993)
           
Cash flows from financing activities:          
Proceeds from sale of common stock, net   151,104    100,000 
Proceeds from exercise of warrants   53,751    - 
Proceeds from subscription receivable   -    150,000 
Proceeds from related party   450,100    - 
Repayment of debt, related party   -    (151,854)
Refund from PPP loan   5,702    - 
Repayment of loan payable   -    (5,062)
Proceeds from convertible notes   1,960,550    2,108,000 
Repayments of convertible notes   (281,000)   - 
Net cash provided by financing activities   2,340,207    2,201,084 
           
Net increase (decrease) in cash   (252,639)   579,247 
Cash-beginning of year   759,791    180,544 
Cash-end of year  $507,152   $759,791 
           
SUPPLEMENTAL DISCLOSURES          
Interest paid  $31,781   $1,393 
Income taxes paid  $-   $- 
           
NON-CASH INVESTING AND FINANCING ACTIVITIES          
Stock-settled debt liability for issued convertible debt  $566,317   $11,129,908 
Cashless warrant exercise  $907   $- 
Shares issued to settle debt, related party  $75,000   $- 
Shares issued under notices of conversion, principal  $510,851   $400,000 
Shares issued under notices of conversion, accrued interest payable  $124,742   $- 
Shares issued under notices of conversion, accounts payable  $32,408   $- 

Shares issued under notices of conversion, stock-settled debt liability

  $

3,562,826

      
Initial measurement of right to use assets and lease liability  $

645,441

   $157,462 
Debt discount related to convertible notes and warrants  $1,398,966   $1,008,000 

 

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

 

F-7

 

 

GZ6G TECHNOLOGIES CORP.

NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

For the Years Ended December 31, 2022 and 2021

 

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 audited 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. As of December 31, 2022, the Company had a working capital deficit of $8.9 million with approximately $0.5 million of cash on hand and an accumulated deficit of $23 million. During the year ended December 31, 2022 the Company received net cash proceeds of $1.96 million by way of a series of convertible promissory notes and $0.45 million in the form of related party loans. The Company anticipates a need for a further $5 million in fiscal 2023 to meet its upgraded infrastructure requirements. In addition to the remaining funding which may be provided to the Company under various loan agreements, the Company is in the process of filing a follow on registration statement on Form S-1 to facilitate additional funding up to a maximum of $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: 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.

 

F-8

 

 

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying 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”).

 

Consolidation

 

These consolidated financial statements include the accounts of GZ6G Technology Corp.  and its 60% controlled subsidiary, Green Zebra Media Corp. (“GZMC’), as of December 31, 2022 and December 31, 2021. 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.

 

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 December 31, 2022, the Company had $249,513 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.

 

F-9

 

 

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 service and sponsorship agreements, digital marketing and the sale of WiFi and communication solutions to customers across the 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.

 

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.

 

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.

 

F-10

 

 

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 December 31, 2022 and December 31, 2021, the Company had recorded within Convertible Notes, net of discount, the amount of $5,324,016 and $8,320,525 for the value of the stock settled debt with respect to certain convertible notes (see Note 6).

 

Leases

 

The Company follows ASC 842 Leases, which requires recognition of most leases on the 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.

 

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.

 

F-11

 

 

The computation of diluted loss per share for the years ended December 31, 2020 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 computation of net loss per share for the years ended December 31, 2022 and 2021 is the same for both basic and fully diluted.

 

The table below reflects the potentially dilutive securities that have not been included in the computation of diluted net loss per:

 

   December 31,
2022		   December 31,
2021		 
Convertible Notes   143,234,067    4,966,154 
Stock purchase warrants   90,429,360    

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 
Total   283,663,427    56,256,410 

 

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. Early adoption is permitted. The Company adopted this ASU effective January 1, 2021.

 

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:

 

   December 31,
2022		   December 31,
2021		 
Office equipment  $

192,647

   $166,372 
Leasehold improvements   12,813    31,919 
Software   143,070    72,330 
Total   348,530    270,621 
Less: accumulated depreciation and amortization   (160,869)   (35,445)
Total property and equipment, net  $187,661   $235,176 

 

Depreciation expense amounted to $125,424 and $20,429 for the years ended December 31, 2022, and 2021, respectively.

 

F-12

 

 

NOTE 4: PREPAID EXPENSES

 

Prepaid expenses at December 31, 2022 and 2021 consist of the following:

 

   December 31,
2022		   December 31,
2021		 
Reseller agreement (1)  $-   $3,467 
Other expenses (2)   49,174    15,119 
Total  $49,174   $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.  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: OTHER CURRENT ASSETS

 

Other current assets consist of the following at December 31, 2022 and 2021:

 

   December 31,
2022		   December 31,
2021		 
Security deposits  $14,691   $14,691 
Other deposits and receivables   1,258    1,258 
Total  $15,949   $15,949 

 

NOTE 6: 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.

  

During the 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 year ended December 31, 2022, the Company received a further $50,000 under this loan treaty. The Company recorded $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.

 

F-13

 

 

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.

 

On August 3, 2022, the Company issued 1,538,462 shares of common stock to the lender in consideration for $300,000 in loans provided under the terms of the Treaty Agreement at $0.195 per share.

 

The carrying value of funding tranches is as follows:

 

   December 31,
2022		   December 31,
2021		 
Principal  $500,000   $750,000 
Stock-settled liability   5,171,803    8,320,525 
Total   5,671,803    9,070,525 
Unamortized debt discount   (20,726)   (4,067,059)
Debt carrying value  $5,651,077   $5,003,466 

 

The interest expenses for the funding tranches are as follows:

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $53,907   $50,915 
Amortization of debt discount   4,406,591    7,751,138 
Total:  $4,460,498   $7,802,052 

 

The accrued interest payable is as follows:

         
Balance, December 31, 2020  $66 
Interest expense on the convertible notes   50,915 
Balance, December 31, 2021   50,981 
Interest expense on the convertible notes   53,907 
Balance, December 31, 2022  $104,888 

 

Gain related to extinguishment during the year ended December 31, 2022 and 2021:

 

   2022   2021 
Debt principal  $300,000   $400,000 
Stock-settled liability   3,508,980    3,500,412 
Total   3,808,980    3,900,412 
Issuance of 1,538,462 and 2,051 282 shares of common stock, respectively   (142,308)   (4,615,385)
Gain (loss) on extinguishment of debt upon conversion  $3,666,672   $(714,973)

 

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.

 

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.

 

F-14

 

 

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 debt discount of $616,027 is being amortized over the life of the Note for a total debt discount 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 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.

 

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 the year ended December 31, 2022, of $1,554,300 was allocated based on the relative fair values of the convertible notes and the warrants of $948,158 and $606,142, respectively. The Warrant was valued at $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 debt discount in the amount of $792,824 which was recorded as a debt discount which is being amortized over the life of the Note for a total debt discount of $1,571,666.

 

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

 

F-15

 

 

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.

 

The carrying value of the tranches is as follows:

 

   December 31,
2022		   December 31,
2021		 
Principal  $2,847,000   $1,120,000 
Shares issued under conversion   (410,851)   - 
Repaid to principal   (281,000)   - 
Total   2,155,149    1,120,000 
Unamortized debt discount   (1,280,068)   (1,047,626)
Debt carrying value  $875,081   $72,374 

 

The interest expenses related to the tranches are as follows:

 

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $178,374   $13,440 
Amortization of debt discount   1,339,224    72,374 
Total:  $1,517,598   $85,814 

 

The accrued interest payable is as follows:

 

Balance, December 31, 2020  $- 
Interest expense on the convertible notes   13,440 
Balance, December 31, 2021   13,440 
Interest expense on the convertible notes   178,374 
Shares issued under conversion   (124,742)
Repaid in cash   (31,781)
Balance, December 31, 2022  $35,291 

 

Loss related to extinguishment during the year ended December 31, 2022:

 

         
Debt principal  $410,851 
Accrued interest payable   124,742 
Transfer agent fee   32,408 
Total   568,001 
Issuance of 21,990,255 shares of common stock   (657,858)
(Loss) on extinguishment of debt upon conversion  $(89,857)

 

During the year ended December 31, 2022, the Company issued shares in respect to a Put notice (Note 10(5)) with a strike price of $0.020025 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

 

During the year ended December 31 2022, the Company entered into several Convertible Promissory Notes with an investor in which the investor agreed to lend the Company the accumulated principal amount of $321,500 for the purchase price of $306,250. 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 $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.

 

F-16

 

 

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.

 

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

 

   December 31,
2022		   December 31,
2021		 
Principal  $375,250   $- 
Stock-settled liability   206,059    - 
Issuance of 8,452,680 shares of common stock issued under notice of conversion:          
Principal   (100,000)     
Stock-settled liability   (53,846)     
Total   427,463    - 
Unamortized debt discount   (106,500)   - 
Debt carrying value  $320,963   $       - 

 

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

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on note  $16,077   $- 
Amortization of debt discount   118,559    - 
Total:  $134,636   $- 

 

The accrued interest payable is as follows:

 

         
Balance, December 31, 2021  $- 
Interest expense on the convertible note   16,077 
Balance, December 31, 2022  $16,077 

 

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, 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.

 

F-17

 

 

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

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $1,650   $1,650 

 

The accrued interest payable is as follows:

 

Balance, December 31, 2020  $1,022 
Addition: Interest expense   1,650 
Balance, December 31, 2021   2,672 
Addition: Interest expense   1,650 
Balance, December 31, 2022  $4,322 

 

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.

 

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 December 31, 2022, and December 31, 2021, there was an outstanding amount of $3,768 due and payable on the loan, and the loan was in default.

 

NOTE 7: 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.

 

F-18

 

 

The following table provides balances of customer receivables and contract liabilities as of December 31, 2022, and 2021:

 

   December 31,
2022		   December 31,
2021		 
Customer receivables (1)  $-   $- 
Contract liabilities (Customer deposits) (1), (2), (a), (b), (c)   $172,000   $209,000 

 

 

(1) The Company has deposits of $172,000 and $209,000, respectively as at December 31, 2022 and 2021, 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 year ended December 31, 2022, the Company recorded $12,000 as income relative to the above contracts and returned $25,000 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 year ended December 31, 2022, we have recognized $12,000 in revenue from customer deposits on hand (December 31,2021 - $78,000). 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.

 

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.  The 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.

 

(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 December 31, 2021, the Company had received partial payments of $130,000 against the initial deposit required, of which a total of $25,000 was returned during the 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 $12,000 was recorded as income during the year ended December 31, 2022, with the remaining $42,000 included in deferred income in relation to future service obligations under the contract which will be earned over the term of the service contract.

 

NOTE 8: 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 December 31, 2022 and 2021. The amount is reflected on the balance sheet in related party payables.

 

F-19

 

 

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, due on demand.

 

During the fiscal year ended December 31, 2021, the Company paid a total of $151,854 to ELOC to reduce the principal balance on the loan.

 

During the year ended 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.

 

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 in demand with bearing interest at 1%. 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 $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 
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 

 

The interest expenses related to above loans are as follows:

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $54,072   $55,713 

 

During the year ended December 31, 2022 the Company accrued $120,000 in management fees to ELOC and accrued $360,000 in management fees to Coleman Smith. The Company paid cash to accrued management fees to Coleman Smith of $295,000.  During the year ended December 31, 2021, the Company accrued $120,000 in management fees to ELOC, and paid management fees to Coleman Smith of $210,000.

 

F-20

 

 

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

 

   December 31,
2022		   December 31,
2021		 
Coleman Smith, President  $67,256   $3,946 
Interest payable   109,785    55,713 
ELOC Holdings Corp.   240,000    120,000 
Terrence Flowers   110    110 
   $417,151   $179,769 

 

On September 1, 2022, the Company issued 2,500,000 shares of restricted common stock, with a fair value $60,250, to William Coleman Smith for director services rendered during the first two quarters of 2022.

 

Stock Awards issued to independent directors

 

On September 1, 2022, the Company issued 100,000 shares of restricted common stock for directors’ services provided by each of Mr. Procniak and Mr. Hale, independent directors, with a fair value of $2,410, respectively. 

 

Sale of equity in GZMC

 

On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controlled 60% of GZMC.

 

NOTE 9: 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, which represented the present value of the remaining minimum lease payments using an estimated incremental borrowing rate of 6.75% on January 1, 2022. 

 

Future minimum lease payments in respect of the above leases as of December 31, 2022, as presented in accordance with ASC 842 were as follows:

         
2023   127,556 
2024   133,014 
2025   138,472 
2026   143,931 
2027   136,527 
Total future minimum lease payments   679,500 
Less: imputed interest   (105,601)
Total   573,894 
Current portion of operating lease   91,604 
Long term portion of operating lease  $482,290 

 

NOTE 10: 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:

 

         
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 

 

F-21

 

 

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 December 31, 2022 and 2021, 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 approximately $3,400 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp.   Green Zebra uses this space for its operations.  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 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 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. The Registration statement expired on September 24, 2022. No further shares will be sold under this financing agreement.

 

(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.

 

(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 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.

 

F-22

 

 

(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. Subsequent to the year ended December 31, 2022 the Company 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 and annual invoices to the Royals of $400,000 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.

 

NOTE 11: CAPITAL STOCK

 

The Company has authorized 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 year ended December 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 $22,399 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. Further, on July 19, 2022, 383,000 unregistered shares of the Company’s common stock were issued to Acorn Management Partners, LLC with a fair value of $69,000 as compensation 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 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.

 

F-23

 

 

On July 7, 2022 the Company issued 560,000 shares of common stock to Talos for total proceeds of $53,751 at $0.095985 per share pursuant to the exercise of a share purchase warrant.

 

On August 3, 2022, the Company issued 1,538,462 shares of common stock to lender eSilkroad Network Ltd. in consideration for $300,000 in loans previously provided under the terms of a convertible note agreement convertible at $0.195 per share.

 

On September 1, 2022, the Company issued 2,500,000 shares of restricted common stock to William Coleman Stock in partial payment of his promissory notes in the amount of $75,000, at $0.03 per share. The Company recorded a gain of $14,750 on settlement.

 

On September 1, 2022, the Company issued a cumulative 2,700,000 shares of restricted common stock for directors’ services provided by Mr. Smith, Mr. Procniak and Mr. Hale during the first two quarters of 2022, with a fair value of $65,070.

 

On December 1, 2022 the Company issued 550,883 shares of common stock as a result of the exercise of a cashless warrants.

 

The Company issued an accumulated 31,981,397 shares of common stock pursuant to Notice of Conversion from lenders in the principal amount of $510,851, and in the accrued interest payable of $124,742 with a fair value of $1,052,132 and fees with a fair value of $32,408.

 

The Company issued an accumulated 4,747,662 shares of common stock under an Equity Purchase Agreement with Mast Hill Fund, L.P. with net proceeds of $151,104 (Note 10(5)).

 

Shares of common stock issued during the year ended December 31, 2021:

 

On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controls 60% of GZMC. The transaction occurred between parties under common control and the value of the shares was recorded at par value or $0.001 per share, in addition as a result of the change in ownership percentage to account for the additional 9% interest the Company recorded a reduction to additional paid in capital of $142,649 as of the acquisition date.

 

On October 27, 2021, the Company issued 2,051,282 shares of common stock to lender eSilkroad Network Ltd. in consideration for $400,000 in loans previously provided under the terms of a convertible note agreement convertible at $0.195 per share.

 

On each of November 2, 2021, and November 3, 2021, the Company presented a Put to World Amber Corporation, pursuant to the Effective S-1 Registration Statement for $50,000 each Put, for a cumulative $100,000 in funds requiring the issuance of 333,334 shares of registered common stock at $0.30 per share.

 

As of December 31, 2022, and December 31, 2021, there were 70,837,511 and 25,177,973 shares of common stock issued and outstanding, respectively.

 

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 December 31, 2022 and December 31, 2021, 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 December 31, 2022 and December 31, 2021, there is 1 share of Series B Preferred stock issued and outstanding.

 

F-24

 

 

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 $360,967 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 Dec 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 year ended December 31, 2022, the Company issued a total of 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.

 

During the year ended December 31, 2022, 907,247 shares of common stock were issued from the exercise of 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.

 

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 year ended 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 $0.020025 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):

 

   Measurement date 
Dividend yield   0%
Expected volatility   265~297% 
Risk-free interest rate   0.83~4.36% 
Expected life (years)   3.00~5.00 
Stock Price   $0.017~$2.80 
Exercise Price   $0.10 ~ $1.00 

 

F-25

 

 

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

 

Exercise Price  

December 31,

2021

   Issued   Repricing   Exercised   December 31,
2022		  

Expiration

Date

$1.00    560,000              (560,000)   -    
$1.00    560,000         0.095985    (560,000)   -    
$1.00    10,487         0.020025         10,487   November 2026
$1.00         925,000    0.020025    (560,000)   365,000   April 2027
$1.20         16,417    0.020025         16,417   April 2027
$0.30         1,466,667    0.020025         1,466,667   May 2025
$0.36         66,000    0.020025         66,000   May 2027
$0.10         3,520,000    0.020025         3,520,000   September 2027
$0.12         79,200              79,200   September 2027
$0.10         8,260,000    0.020025         8,260,000   November 2027
$0.12         203,850    0.020025         203,850   November 2027
$0.10         5,860,000    0.020025         5,860,000   December 2027
$0.12         131,850    0.020025         131,850   December 31, 2022
      1,130,487    20,528,984         (1,680,000)   19,979,471    

 

A summary of the warrant activity for the period ended December 31, 2022 and 2021 is as follows:

 

       Weighted-
Average Exercise		  

Weighted-
Average Remaining

Contractual

  

Aggregate

Intrinsic

 
   Shares   Price   Term   Value 
Outstanding at December 31, 2021   1,130,487   $1.00    2.93   $- 
Grants   20,528,984    0.395    4.80    - 
Exercised   (1,680,000)   -    -    - 
Expired   -    -    -    - 
Outstanding at December 31, 2022   19,979,471   $0.020025    4.68   $- 
                     
Exercisable at December 31, 2022   19,979,471   $0.020025    4.68   $       - 

 

NOTE 12: SUBSEQUENT EVENTS

 

On January 23, 2023 we 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 8, 2023 we entered 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 $13,077.10 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.

 

On March 8, 2023 we 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 the terms of a finder’s fee agreement with J.H. Darbie the Company issued cumulative 527,400 stock purchase warrants for exercise at $0.06 per share for a term of five years from issue date.

Subsequent to the year ended December 31, 2022 the Company increased its authorized capital from 510,000,001 to 1,010,000,001 authorized shares of which there are authorized 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.

 

Subsequent to the year ended December 31, 2022 the Company issued 57,563,655 shares of common stock to various lenders upon receipt of notices of conversion at prices between $0.0035 and $0.195 per share.

 

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.

 

F-26

 

 

ITEM 9 – CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None

 

ITEM 9A – 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 December 31, 2022, 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 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.

 

Management’s Annual 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 December 31, 2022. 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 December 31, 2022, our internal control over financial reporting was not effective.

 

Our internal controls 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) the Company has just recently formed an audit committee with a financial expert, and thus the Company lacks the board oversight role within the financial reporting process.

 

24

 

 

In order to mitigate the foregoing material 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 Financial Reporting

 

There were no changes in our internal control over financial reporting during the year ended December 31, 2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to the exemption provided to issuers that are not “large, accelerated filers” nor “accelerated filers” under the Dodd-Frank Wall Street Reform and Consumer Protection Act.

 

ITEM 9B – OTHER INFORMATION

 

None

 

ITEM 9C- DISCLOSURE REGARDING FOREGIN JURISDICTIONS THAT PREVENT INSPECTIONS

 

Not Applicable

 

25

 

 

PART III

 

ITEM 10 – DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANACE

 

We are dependent on the efforts and abilities of senior management. The interruption of services of senior management could have a material adverse effect on our operations, profits and future development if suitable replacements are not promptly obtained. No assurance can be given that each executive will remain with us. All of our officers and directors will hold office until their resignation or removal.

 

The following table sets forth the names and ages of our current directors and executive officers as well as the principal offices and positions held by each person. Our Board of Directors appoints our executive officers. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of shareholders, death, resignation or removal by the Board of Directors.  Other than Mr. Smith, we have no promoters as Rule 405 of Regulation S-K defines that term.

  

NAME   AGE   POSITION
William Coleman Smith   61   Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director
Brian Scott Hale   56   Director
William Ray Procanik   51   Director

  

EXECUTIVE SUMMARIES

 

William Coleman Smith, Founder, Sole Officer and Director, Member of Audit Committee

 

Coleman Smith has more than 25 years in the telecommunication industry and as a tech entrepreneur. He established two of the largest global cloud-based application networks for the media and education industry, and developed sales channel partnerships to launch a global e-learning network that sold software (SaaS) products through partner resellers worldwide, which he eventually sold in 2005. Because of his global network, in 2006 he started a digital marketing agency which was the first web-based cloud, ad network that grew to over 6,500 publishing partners, which transformed online display advertising before selling in 2010.

 

April 29, 2018, to Present: 

 

Mr. Smith serves as the Chairman of the Board, Chief Executive Officer and President of Green Zebra Media Corp, the Company’s wholly owned subsidiary.

 

December 28, 2003, to Present:

 

Smith also serves as Chairman of the Board, CEO, and President of ELOC Holdings Corporation since its inception. ELOC Holdings Corporation is a digital media technology holdings company. Subsidiaries own and operate proprietary Web TV channels, social media network channels, 100’s of hours of documentaries, training and education programs, e-learning technology, digital content distribution technology, file sharing & collaboration technology, digital video production, and software development.

 

An experienced industry executive, Mr. Smith held numerous roles in Fortune 500 companies, including Major and National Account Representative for MCI Communications, Senior Clinical Representative for General Electric, and Senior Business Analyst for Dun and Bradstreet.

 

A recipient of numerous business awards such as the Ernst & Young Executive of the Year in 1999 and the Ernst & Young Entrepreneur of the Year in 1996, Smith also holds several ExecRank Certifications from “Understanding SEC Compliance” to “Translating Cybersecurity.” He’s also authored 13 Keep It Simple series books for Entrepreneurs.

 

In addition to his storied business career, Smith served as a military medic in the United States Navy from 1985 to 1990 and was honorably discharged.

 

Smith is a graduate of East Tennessee State University with a Bachelor of Science degree in Finance and also has his master’s degree in Business Administration from the University of Southern California.

 

26

 

 

Brian Scott Hale:  August 6, 2021 – Independent Director of GZ6G Technologies Corp., Member of Audit Committee

 

Mr. Hale has been the owner, and operator of Anchor Commercial Development, a commercial real estate development company, since August 2003, and continues to run Anchor Commercial Development on a daily basis, responsible for the day-to-day business operations. Mr. Hale has more than 20 years of commercial real estate development experience and has successfully founded, operated, and managed over a dozen multi-million-dollar companies with a focus on shopping center construction, renovation, maintenance, and management. Mr. Hale successfully opened, and was heavily involved, in every step of construction with his first shopping center, Dayco Crossing in 2003, a 44,000 sq. feet shopping center in Dayton, Tennessee. Today, he continues to build successful centers throughout the country with his company Anchor Commercial Development. Mr. Hale is poised to assist the facilitation of development for the company through technical analysis and creative solutions.

 

William Ray Procanik – August 6, 2021 - Independent Director – GZ6G Technologies Corp., Member of Audit Committee

 

Mr. Procanik has been the owner and operation of RIS Sales, an independent manufacturing company that consults and provides sales representation, for new retail products looking to supply a Big Box Retailer, since July 2014.  He continues to run RIS Sales on a daily basis, overseeing the day-to-day operations of the company. Mr. Procanik has been in sales management and business development for the past twenty-five years and has worked with Fortune 500 Companies, as well as start-up companies and family businesses.  In addition to sales management and business development, Mr. Procanik has experience in strategic planning, executive recruiting, contract negotiations, public relations and public speaking, and multi-store retail management.  Mr. Procanik attended college at Springfield College, in Springfield, Massachusetts from 1990-1994, and studied business and liberal arts.  He participated in College Varsity Football, Big Brothers/Big Sisters of Springfield MA and was involved in student government, and Young Entrepreneurs Organization.  Mr. Procanik currently resides in Connecticut.

 

During the past ten years, except as noted above, the officers and directors of the Company have not been the subject of the following events:

  

1. A petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

 

2. Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

3. The subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities;

 

  i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
     
  ii)

Engaging in any type of business practice; or

     
  iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

 

4.

The subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph 3.i in the preceding paragraph or to be associated with persons engaged in any such activity;

 

27

 

 

5.

Was found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

   
6.

Was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

   
7. Was the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

  

  i) Any Federal or State securities or commodities law or regulation; or
     
  ii)

Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or

     
  iii)

Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

     
8. Was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

  

Family Relationships

 

There are no family relationships among any of our officers or directors. 

 

Committees of the Board of Directors

 

The Company has an audit committee comprised of two independent directors.

  

We have recently formed an audit committee with a “financial expert” within the meaning of the rules and regulations of the SEC.

  

The Company has no nominating or compensation committees at this time. The entire Board participates in the nomination and audit oversight processes and considers executive and director compensation. Given the size of the Company and its stage of development, the entire Board is involved in such decision-making processes. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions. We are not aware of any other conflicts of interest with any of our executive officers or directors.

  

Code of Ethics

  

The Company has not as yet adopted a code of ethics applicable to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions as required by the Sarbanes-Oxley Act of 2002 due to our small size and limited resources and because management’s attention has been focused on matters pertaining to raising capital and the operation of the business.

 

Delinquent Section 16(a) Reports

  

Section 16 of the Securities Exchange Act requires our directors and executive officers and persons who own more than 10% of a registered class of our equity securities to file various reports with the SEC concerning their holdings of, and transactions in, our securities. Copies of these filings must be furnished to us. Based on a review of the copies of such forms furnished to us, we believe that each of Mr. William Coleman Smith, a director and our Chief Executive Officer and Chief Financial Officer, Mr. Brian Scott Hale, director and Mr. William Procanik. Director each have failed to file their initial report on Form 3 reporting his ownership of our shares of common stock and subsequently failed to file a Form 4 reporting the acquisition of additional shares during the year ended December 31, 2022.

 

28

 

 

Changes in Nominating Process

  

There are no material changes to the procedures by which security holders may recommend nominees to our Board. 

   

ITEM 11 – EXECUTIVE COMPENSATION

 

Summary Compensation Table.

 

The table set forth below summarizes the annual and long-term compensation for services in all capacities to us payable to our CEO (William Coleman Smith) during the years ended December 31, 2022 and 2021. Mr. Smith is the sole officer and director that received compensation from us for the years ended December 31, 2021 and 2021 in excess of $100,000. Our Board of Directors may adopt an Equity Incentive Plan for us that may result in the granting stock based compensation for our CEO.

  

Name and Title  Year  Salary
($)		  Bonus
($)		  Stock
Awards
($)		  Option
Awards ($)		  Non-Equity
Incentive Plan
($)		  Non-qualified
Deferred
($)		  All other
Compensation
($)		  Total
($)		 
William C. Smith
CEO, CFO,
Treasurer, Secretary		   2022  $480,000(1)  -0-   -0-   -0-   -0-   -0-   -0-  $480,000(1)
                                      
William C. Smith
CEO, CFO, Treasurer,
Secretary		   2021   330,000(2)

-0-

  -0-   -0-   -0-   -0-   -0- 

330,000

 

 

 

(1)Of this amount $120,000 is unpaid and accrued monthly to Mr. Smith’s controlled entity, ELOC Holdings, Corp. and a further $65,000 is accrued and unpaid to Mr. Smith directly under this employment contract.

 

(2)Of this amount $120,000 is unpaid and accrued monthly to Mr. Smith’s controlled entity, ELOC Holdings, Corp.

 

Notes to Summary Compensation Table:

 

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. whereby ELOC will provide the services of Mr. Smith for a fee of $10,000 per month. ELOC Holdings, Corp is a company controlled by Mr. Smith.

 

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 was required to pay an annual salary of $120,000 to Mr. Smith.

 

Effective April 1, 2021, the Company revised Mr. Smith’s compensation so that he receives $10,000 per month directly as an employee in addition to accrued monthly fees for management services provided through controlled entity ELOC of $10,000, and $10,000 in paid monthly salary from GZMC. His contract was further revised effective January 2022 so that Mr. Smith receives a total of $20,000 per month as an employee of the Company, in addition to accrued monthly fees for management services provided through controlled entity ELOC of $10,000, and $10,000 in paid monthly salary from GZMC for total paid and accrued monthly compensation of $40,000 per month.

 

29

 

 

Director Compensation

 

Currently, there is no formal compensation in any form including payments of cash or in equity paid for services rendered as Directors.

 

Each member of the Board of Directors received a stock award for services in fiscal 2022, however, at this time no other plan for compensation has been developed for either salary or equity compensation. It is contemplated that the registrant would develop and approve a plan as soon as it has adequate resources to do so.  Any future plans would be commensurate with the service provided and not exceed any industry standard for the size and performance of comparable companies in the same industry.

 

Directors may be compensated for out-of-pocket expenses associated with attending Board of Directors’ meetings.

 

Director’s compensation for the year ended December 31, 2022 is disclosed on the Director Compensation Table below:

 

Director Compensation Table

 

(a)  (b)   (c)   (d)   (e)   (f)   (g)   (h) 
                   Change in         
                   Pension Value          
   Fees
Earned or		           Non-Equity
Incentive		   and Nonqualified
Deferred		         
   Paid in
Cash		   Stock
Awards		   Option
Awards		   Plan
Compensation		   Compensation
Earnings		   All Other
Compensation		   Total 
Name  ($)   ($)   ($)   ($)   ($)   ($)   ($) 
William C. Smith (1)  0   60,250   0   0   0   0   60,250 
William Ray Procanik (2)  0   2,410   0   0   0   0   2,410 
Brian Scott Hale (3)  0   2,410   0   0   0   0   2,410 

 

 

(1) On September 1, 2022, Mr. Smith was issued 2,500,000 unregistered, restricted shares of common stock at $0.0241 per share in consideration of services provided as a director;

 

(2) On September 1, 2022, Mr. Procanik was issued 100,000 unregistered, restricted shares of common stock at $0.0241 per share in consideration of services provided as a director;

 

(3) On September 1, 2022, Mr. Hale was issued 100,000 unregistered, restricted shares of common stock at $0.0241 per share in consideration of services provided as a director;

 

There was no compensation for Director services during the fiscal years ended December 31, 2021 and 2020.

 

Code of Ethics

 

We have not adopted a Code of Ethics and plan to do so in the future.

 

Conflicts of Interest

 

The only conflicts that we foresee are that our officers and directors will devote time to projects that do not involve us.

 

Family Relationships

 

There are no family relationships between any director or executive officer.

 

30

 

 

Director Independence

 

Our board of directors is currently composed of three members, two of whom qualify as independent directors in accordance with the published listing requirements of the NASDAQ Global Market. The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to each director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by the directors and us with regard to each director’s business and personal activities and relationships as they may relate to our management and us.

 

Security Holders Recommendations to Board of Directors

 

We welcome comments and questions from our shareholders. Shareholders can direct communications to our Investor Relations team. However, while we appreciate all comments from shareholders, we may not be able to individually respond to all communications. We attempt to address shareholder questions and concerns in our press releases and documents filed with the SEC so that all shareholders have access to information about us at the same time. All communications addressed to our Director and Executive Officers will be reviewed by the appropriate Officer unless the communication is clearly frivolous.

 

Board Committees

 

We have recently formed an audit committee, consisting of our three board members, two of whom are independent.  We do not have any other board committees including a nominating, compensation, or executive committee. We currently have limited operating revenues. Presently, we have two independent directors. If we are able to grow our business and increase our operations in the future, then we will likely seek out and retain additional independent directors with additional financial expertise and expect to form, compensation, and other applicable committees. Further, we do not have a policy with regard to the consideration of any director candidates recommended by security holders. Our directors perform all functions that would otherwise be performed by committees.

 

Our board is actively involved in our risk oversight function and collectively undertakes risk oversight as part of our monthly management meetings. This review of our risk tolerances includes, but is not limited to, financial, legal and operational risks and other risks concerning our reputation and ethical standards.

 

Given our size, we do not have a nominating committee or a diversity policy. Our entire board monitors and assesses the need for and qualifications of additional directors. We may adopt a diversity policy in the future in connection with our anticipated growth.

 

Long-Term Incentive Plans

 

We do not have a Long-Term Incentive Plan that involves ongoing Restricted Stock and Stock Option grants of which are performance based. We have not issued any Stock Option grants.

 

ITEM 12 – SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The following table sets forth certain information at April 11, 2023, with respect to the beneficial ownership of shares of Common Stock and Series A Preferred Stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of Common Stock (based upon reports which have been filed and other information known to us), (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of April 11, 2023, we had 128,401,166 shares of Common Stock; 5,000,000 shares of Series A Preferred Stock issued and outstanding; and 1 share of Special 2018 Series B Preferred Stock issued and outstanding to our Directors and Executive Officers as a group.

 

31

 

 

Name and address of

beneficial owner

 

 

 

Common

Stock

  

 

Series A

Preferred

Stock (2)

   Series B Preferred Stock   Beneficial Ownership as Converted  

Percentage

of Class of Stock (1)

 

William Coleman Smith

3333 Michelson Dr., 3rd Floor

Irvine, California 92612

   67,500,000(2)(3)   5,000,000    1    

50,000,000 shares of common stock as to Series A(2)

Series B - No Rights of Conversion

    

37.84% Common 

100% Series Preferred A

100% Series B Preferred

 

William Ray Procniak(4)

58 Woodley Court, Unit 16, Meriden CT, 06450

   100,540    -    -    -    0.08% Common 

Brian Scott Hale (5)

3035 Rhea Hwy,

Suite 150

Dayton TN 37321

   700,000    -    -    -    0.55% Common 
Total   68,300,540    5,000,000    1         

 38.46% Common

100% Series Preferred A

100% Series B Preferred

 

 

 

(1) Based on 178,401,166 shares outstanding including 128,401,166 common shares currently issued and outstanding, and 50,000,000 shares of common stock available for conversion from 5,000,000 shares of Series A Preferred held by Mr. Smith.

 

(2) Includes 5,000,000 shares of Series A Preferred Stock as converted. Each shares of Series A Preferred Stock is convertible into 10 shares of Common Stock

 

(3) Includes the following shares issued effective September 1, 2022: 2,500,000 common shares to William Coleman Smith for services rendered as a board member during the first two quarters of 2022, and 2,500,000 restricted, unregistered shares of the Company’s common stock at $0.03 per share for total value of $75,000 in partial conversion of amounts due and payable under a Consolidated Promissory Note originally issued to Mr. Smith on December 31, 2020.

 

(4) On September 1, 2022, the Board of Directors issued 100,000 common shares to William Procanik for services rendered during the first two quarters of 2022.

 

(5) On September 1, 2022, the Board of Directors issued 100,000 common shares to Brian Scott Hale for services rendered during the first two quarters of 2022.

 

Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

 

32

 

 

The Series A Preferred Stock has a number of rights, privileges and preferences in accordance with the Certificate of Designations, Preferences and Rights of Series A Convertible Preferred Stock filed by us with the Nevada Secretary of State, including the following:

 

●Voting Rights: The Series A Preferred Stock have one vote for each share owned.

 

●Adverse Effects:  The Corporation shall not amend, alter or repeal the preferences, rights, powers or other terms of A Preferred Stock without the written consent of the holder(s) of the Series A Preferred Stock.

 

●Conversion: The shares of Series A Preferred Stock shall convert into common shares at the rate of 10 new shares for every one share of Special 2018 Series A Preferred Stock owned.  The holder of the Special 2018 Series A Preferred Stock can convert the shares into common shares at any time.

 

●Dividends:  The Series A Preferred Stock are not entitled to any dividends.

 

●No Impairment.  The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series A Preferred Stock.

 

The Special Series B Preferred Stock has a number of rights, privileges and preferences in accordance with the Certificate of Designations, Preferences and Rights of Special Series B Preferred Stock filed by us with the Nevada Secretary of State, including the following:

 

●Voting Rights: The Special 2018 Series B Preferred Stock stockholder is entitled to 51% of all votes (including, but not limited to, common stock, and preferred stock (including on an as converted basis) entitled to vote at each meeting of the stockholders of the Corporation (and written actions of the stockholders in lieu of meetings) with respect to any and all matters presented to the stockholders of the Corporation for their action or consideration.

 

●Adverse Effects: The Corporation cannot amend, alter, or repeal the preferences, rights, powers or other terms of the Special 2018 Series B Preferred Stock without the written consent or affirmative vote of the holder of the Special 2018 Series B Preferred Stock.

 

●Dividends: The Special 2018 Series B Preferred Stock shall not be entitled to any dividends.

 

●No Impairment: The Corporation shall not intentionally take any action which would impair the rights and privileges of the Special 2018 Series B Preferred Stock.

 

Change-in-Control Agreements

 

We are not aware of any arrangements that could result in a change of control. Mr. William Coleman Smith is currently the controlling shareholder of the Company and upon conversion of his Series A Preferred Shares would remain the controlling shareholder of the Company

 

ITEM 13 – CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

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. whereby ELOC will provide the services of Mr. Smith for a fee of $10,000 per month. ELOC Holdings, Corp is a company controlled by Mr. Smith.

 

33

 

 

On April 29, 2014, our 51% controlled subsidiary, GZMC, entered into a management and consulting agreement with Mr. Smith, the sole officer and director of GZMC whereunder GZMC was 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 for all amounts payable to each of ELOC and Smith, with a principal amount of $1,217,579 payable to ELOC.

 

During the fiscal year ended December 31, 2021, the Company paid a total of $151,854 to ELOC to pay down the principal balance on the loan.

 

During the year ended 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.

 

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 in demand with bearing interest at 1%. 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 $200,100 due and payable in 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 
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 

 

The interest expenses related to above loans are as follows:

 

   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $54,072   $55,713 

 

During the year ended December 31, the Company accrued $120,000 in management fees to ELOC and accrued $360,000 in management fees to Coleman Smith. The Company paid cash to accrued management fees to Coleman Smith of $295,000.  During the year ended December 31, 2021, the Company accrued $120,000 in management fees to ELOC, and paid management fees to Coleman Smith of $210,000.

 

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

 

   December 31,
2022		   December 31,
2021		 
Coleman Smith, President  $67,256   $3,946 
Interest payable   109,785    55,713 
ELOC Holdings Corp.   240,000    120,000 
Terrence Flowers   110    110 
   $417,151   $179,769 

 

On September 1, 2022, the Company issued 2,500,000 shares of restricted common stock, with a fair value $60,250, to William Coleman Smith for director services rendered during the first two quarters of 2022.

 

34

 

 

On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controlled 60% of GZMC.

 

Securities Purchase Agreement – William Coleman Smith

 

On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controlled 60% of GZMC.

 

Stock Awards issued to independent directors

 

On September 1, 2022, the Company issued 100,000 shares of restricted common stock for directors’ services provided by each of Mr. Procniak and Mr. Hale, independent directors, with a fair value of $2,410, respectively.

 

Other than the foregoing, none of the following persons has any direct or indirect material interest in any transaction to which we were or are a party since the beginning of our last fiscal year, or in any proposed transaction to which we propose to be a party:

 

(A) any of our director(s) or executive officer(s);

 

(B) any nominee for election as one of our directors;

 

(C) any person who is known by us to beneficially own, directly or indirectly, shares carrying more than 5% of the voting rights attached to our Common Stock; or

 

(D) any member of the immediate family (including spouse, parents, children, siblings and in-laws) of any of the foregoing persons named in paragraph (A), (B) or (C) above.

 

Insider Transactions Policies and Procedures

  

The Company does not currently have an insider transaction policy.

  

Director Independence

  

Our Board of Directors includes two independent directors.

 

RECENT SALES/ISSUANCE OF UNREGISTERED SECURITIES.

 

The Company issued the following unregistered securities subsequent to November 14, 2022 (the date of filing of our last Quarterly Report on Form 10-Q) which have not previously been disclosed in a Quarterly Report on Form 10-Q or a Current Report on Form 8-K:

 

On October 11, 2022 we entered into a Promissory Note with 1800 Diagonal Lending, LLC, a Virginia limited liability company, for the Principal Amount of $43,750. The total disbursement to GZ6G was $40,000, with a term of twelve months and an interest rate of 10%. The conversion rate of the note is 65% multiplied by the Market Price (as defined herein) (representing a discount rate of 35%). “Market Price” means the lowest Trading Price for the Common Stock during the ten (10) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date. .Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.

 

On November 3, 2022, the Company entered into a Promissory Note with Fourth Man LLC, a Nevada limited liability company in which Fourth Man has agreed to lend the Company the principal amount of $160,000; 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 $0.020025, subject to adjustment. The Promissory Note and accompanying documents were executed on November 9, 2022. Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.

 

On November 15, 2022, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $23,258.98 and the interest amount of $26,160.00 due and payable into 2,555,255 shares of the Company’s common stock at $0.020025 per share to reduce a total of $23,258.98 from the principal balance of a certain convertible promissory note. 

 

35

 

 

On November 23, 2022 we 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 $0.03 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.

 

On December 5, 2022, Mast Hill Fund LLP exercised certain warrants on a cashless basis and received a total of 550,883 shares of the Company’s common stock.

 

On December 5, 2022 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $20,000 due and payable into 1,183,432 shares of the Company’s common stock at $0.0169 per share and reduce a total of $20,000 from the principal balance of a certain convertible promissory note.

 

On December 6, 2022, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $23,258.98 and the interest amount of $26,160.00 due and payable into 2,555,255 shares of the Company’s common stock at $0.020025 per share to reduce a total of $23,258.98 from the principal balance of a certain convertible promissory note.

 

On December 12, 2022 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $20,000 due and payable into 1,709,402 shares of the Company’s common stock at $0.0117 per share and reduce a total of $20,000 from the principal balance of a certain convertible promissory note.

 

On December 15, 2022 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $30,000 due and payable into 2,702,703 shares of the Company’s common stock at $0.0111 per share and reduce a total of $30,000 from the principal balance of a certain convertible promissory note.

 

On December 15, 2022, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $62,077.50, including interest in the amount of $28,497.53 due and payable into 3,100,000 shares of the Company’s common stock at $0.020025 per share to reduce a total of $31,829.97 from the principal balance of a certain convertible promissory note.

 

On December 19, 2022 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $30,000 due and payable into 2,857,143 shares of the Company’s common stock at $0.0105 per share and reduce a total of $30,000 from the principal balance of a certain convertible promissory note.

 

On December 20, 2022 we 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 $0.015 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.

 

On January 5, 2023, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $34,650, including interest in the amount of $2,818.05 due and payable into 3,300,000 shares of the Company’s common stock at $0.0105 per share to reduce a total of $30,081.95 from the principal balance of a certain convertible promissory note.

 

On January 6, 2023 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $20,000 due and payable into 3,225,806 shares of the Company’s common stock at $0.0062 per share and reduce a total of $20,000 from the principal balance of a certain convertible promissory note.

 

On January 18, 2023 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $20,000 due and payable into 3,773,585 shares of the Company’s common stock at $0.0053 per share and reduce a total of $20,000 from the principal balance of a certain convertible promissory note.

 

36

 

 

On January 23, 2023 we 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.

 

On January 31, 2023, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $21,200, including interest in the amount of $3,231.88 due and payable into 4,000,000 shares of the Company’s common stock at $0.0053 per share to reduce a total of $16,218.12 from the principal balance of a certain convertible promissory note.

 

On February 1, 2023 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $16,800 due and payable into 4,000,000 shares of the Company’s common stock at $0.0042 per share and reduce a total of $16,800 from the principal balance of a certain convertible promissory note.

 

On February 7, 2023 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $11,200 due and payable into 2,666,667 shares of the Company’s common stock at $0.0042 per share and reduce a total of $11,200 in interest payable in respect to a certain convertible promissory note.

 

On February 8, 2023, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $18,020, including interest in the amount of $951.77 due and payable into 3,400,000 shares of the Company’s common stock at $0.0053 per share to reduce a total of $15,318.23 from the principal balance of a certain convertible promissory note.

 

On February 9, 2023 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $18,600 due and payable into 4,428,571 shares of the Company’s common stock at $0.0042 per share and reduce a total of $18,600 from the principal balance of a certain convertible promissory note.

 

On February 13, 2023 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $20,600 due and payable into 4,790,698 shares of the Company’s common stock at $0.0043 per share and reduce a total of $20,600 from the principal balance of a certain convertible promissory note.

 

On February 22, 2023 1800 Diagonal Lending LLC provided the Company with a Notice of Conversion whereunder they agreed to convert the principal amount of $27,737.50 due and payable into 5,043,182 shares of the Company’s common stock at $0.0055 per share and reduce a total of $24,550 from the principal balance of a certain convertible promissory note, and accrued interest of $3,187.50.

 

On February 23, 2023, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $23,220, including interest in the amount of $1,709.02 due and payable into 5,400,000 shares of the Company’s common stock at $0.0045 per share to reduce a total of $19,760.98 from the principal balance of a certain convertible promissory note.

 

On February 28, 2023, eSilkroad Network Limited provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $611,353.42, including interest in the amount of $111,353.42 due and payable into 3,135,146 shares of the Company’s common stock at $0.195 per share to extinguish the principal note balance in full in the amount of $500,000.

 

On March 6, 2023, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $15,050, including interest in the amount of $1,181.82 due and payable into 4,300,000 shares of the Company’s common stock at $0.0035 per share to reduce a total of $12,118.18 from the principal balance of a certain convertible promissory note.

 

On March 8, 2023 we entered 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 $13,077.10 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.

 

On March 8, 2023 we 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.

 

37

 

 

On March 17, 2023, Mast Hill Fund LLP provided the Company with a Notice of Conversion whereunder they agreed to convert a total of $21,350, including interest in the amount of $1,139.99 due and payable into 6,100,000 shares of the Company’s common stock at $0.0035 per share to reduce a total of $18,462.01 from the principal balance of a certain convertible promissory note.

 

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 14 – PRINCIAL ACCOUNTANT FEES AND SERVICES

 

Audit Fees

 

Audit fees consist of fees for professional services rendered for the audit of the Company’s consolidated financial statements included in the Company’s Annual Report on Form 10-K and the review of financial statements included in the Company’s Quarterly Reports on Form 10-Q. The aggregate fees billed for professional services rendered by our principal accountant, Heaton & Company, PLLC (doing business as Pinnacle Accountancy Group of Utah), for audit and review services for the years ended December 31, 2022 and 2021 were $36,490 and $28,500, respectively.

 

We incurred no non-audit related fees, tax fees or other fees for professional services rendered by our principal accountant for the years ended December 31, 2022 and 2021.

 

Administration of the Engagement; Pre-Approval of Audit and Permissible Non-Audit Services

  

We have established an audit committee. However, there are no formal pre-approval policies and procedures as at December 31, 2022. Nonetheless, the auditors engaged for these services are required to provide and uphold estimates for the cost of services to be rendered. The percentage of hours expended on Heaton & Company, PLLC’s respective engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full-time, permanent employees was 0%.

 

38

 

 

PART IV

 

ITEM 15 – EXHIBITS, FINANCIAL STATEMENTS AND SCHEDULES

 

(a)(1) Financial Statements.

 

The response to this portion of Item 15 is set forth under Item 8 above.

 

(a)(2) Financial Statement Schedules.

 

All schedules have been omitted because they are not required or because the required information is given in the Consolidated Financial Statements or Notes thereto set forth under Item 8 above.

 

(a)(3) Exhibits.

 

The exhibits listed below are filed or incorporated by reference as part of this Annual Report on Form 10-K.

 

EXHIBITS

 

3.1* Articles of Incorporation, as amended
3.2* Certificate of Amendment to Articles of Incorporation, as amended
3.3* Amended Bylaws
3.4* Certificate of Amendment to Articles of Incorporation, amended and restated articles
3.5* Certificate of Amendment to Articles of Incorporation
3.6* Certificate of Amendment to Articles of Incorporation
3.7* Certificate of Amendment to Articles of Incorporation
3.8* Certificate of Amendment to Articles of Incorporation
4.3* Certificate of Designation of Series A Preferred Stock
4.4* Certificate of Designation of Special 2018 Series B Preferred Stock
10.1* Management Agreement between Green Zebra Media Corp. and William Coleman Smith, (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 17, 2021)
10.2* Management Agreement between the Company and ELOC Holdings Corp. (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 17, 2021)
10.3* Stock Purchase Agreement between the Company, Green Zebra Media Corp. and William Coleman Smith dated April 8, 2021, (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 17, 2021)
10.4* Loan Treaty Agreement between the Company and eSilkroad Network Limited, (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 17, 2021)
10.5* Amendment to Loan Treaty Agreement between Esilkroad Network Limited and the Company dated April 6, 2021, (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 17, 2021)
10.6* Form of Convertible Promissory Note, Loan Treaty, (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 17, 2021)
10.7* Equity Purchase Agreement between the Company and World Amber Corp. dated April 25, 2021, (incorporated by reference to the Company’s Current Report on Form 8-K filed on May 17, 2021)
10.8* Equity Purchase Agreement between Mast Hill Fund, L.P. and GZ6G Technologies Corp. dated November 10, 2021, (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)
10.9* Securities Purchase Agreement between Mast Hill Fund, L.P. and GZ6G Technologies Corp. dated November 3, 2021, (incorporated by reference to the Company’s Current Report on Form 10-Q filed on November 15, 2021)
10.10* Promissory Note issued to Mast Hill Fund, L.P. dated November 3, 2021, (incorporated by reference to the Company’s Current Report on Form 10-Q filed on November 15, 2021)
10.11* Common Stock Purchase Warrant issued to Mast Hill Fund, L.P. dated November 10, 2021, , (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)
10.12* Amendment to Common Stock Purchase Warrant issued to Mast Hill Fund, L.P. dated December 7, 2021,  (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)
10.13* Registration Rights Agreement between Mast Hill Fund, L.P. and GZ6G Technologies Corp. dated December 16, 2021, (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)
10.14* Finder's Fee Agreement between GZ6G Technologies Corp. and J.H. Darbie & Co. Inc. dated November 7, 2021, (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)
10.15* Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated November 19, 2021, (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)

 

39

 

 

10.16* Securities Purchase Agreement between Talos Victory Fund LLC and GZ6G Technologies Corp. dated December 16, 2021, (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)
10.17* Promissory Note issued to Talos Victory Fund LLC dated December 16, 2021, (incorporated by reference to the Company’s Form S-1 filed on January 25, 2022)
10.18* Common Stock Purchase Warrant issued to Talos Victory Fund LLC dated December 16, 2021, (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)
10.19* Registration Rights Agreement between Talos Victory Fund LLC and GZ6G Technologies Corp. dated December 16, 2021, (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)
10.20* Engagement Agreement between GZ6G Technologies Corp. and Carter, Terry & Company dated December 8, 2021, (incorporated by reference to the Company’s Form S-1  filed on January 25, 2022)
10.21* Convertible Promissory Note between GZIC and 1800 Diagonal Lending LLC dated May 20, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 7, 2022)
10.22* Stock Purchase Agreement between GZIC and 1800 Diagonal Lending LLC dated May 20, 2022, incorporated by reference to the Company’s Current Report on Form 8-K filed on April 15, 2022)
10.23* Promissory Note between GZIC and Mast Hill Fund, L.P. dated April 4, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 15, 2022)
10.24* Securities Purchase Agreement between GZIC and Mast Hill Fund, L.P. dated April 4, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 15, 2022)
10.25* Common Stock Purchase Warrant between GZIC and Mast Hill Fund, L.P. dated April 4, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 15, 2022)
10.26* Promissory Note between the Company and William Coleman Smith dated May 3, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 7, 2022)
10.27* Promissory Note between the Company and William Coleman Smith dated May 18, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 7, 2022)
10.28* Promissory Note between the Company and William Coleman Smith dated June 1, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 7, 2022)
10.29* Consulting Agreement between the Company and Beyond Media SEZC dated May 19, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 7, 2022)
10.30* Securities Purchase Agreement between GZIC and Mast Hill Fund, L.P. dated May 23, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 7, 2022)
10.31* Common Stock Purchase Warrant between GZIC and Mast Hill Fund, L.P. dated May 23, 2022 , (incorporated by reference to the Company’s Current Report on Form 8-K filed on June 7, 2022)
10.32* Sponsorship & Services Agreement between the Company and Rangers Stadium Company LLC dated June 14, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 26, 2022)
10.33* Convertible Promissory Note between GZIC and 1800 Diagonal Lending LLC dated July 11, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 26, 2022)
10.34* Stock Purchase Agreement between GZIC and 1800 Diagonal Lending LLC dated July 11, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 26, 2022)
10.35* Professional Relations and Consulting Agreement between GZIC and Acorn Management Partners LLC (incorporated by reference to the Company’s Current Report on Form 8-K filed on April 15, 2022)

 

40

 

 

10.36* Addendum to Professional Relations and Consulting Agreement between GZIC and Acorn Management Partners LLC dated April 7, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on July 26, 2022)
10.37* Convertible Promissory Note between the Company and Mast Hill Fund, L.P, dated September 20, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 28, 2022)
10.38* Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated September 20, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 28, 2022)
10.39* Common Stock Purchase Warrant issued to Mast Hill Fund, L.P., dated September 20, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on September 28, 2022)
10.40* Board and Majority Shareholder Resolution dated September 1, 2022, (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 17, 2022)
10.41* Consolidated Promissory Note dated December 31, 2020. (incorporated by reference to the Company’s Current Report on Form 8-K filed on October 17, 2022)
10.42* Convertible Promissory Note between GZIC and 1800 Diagonal Lending LLC dated August 23, 2022 (incorporated by reference to the Company’s Form S-1  filed on November 3, 2022)
10.43* Stock Purchase Agreement between GZIC and 1800 Diagonal Lending LLC dated August 23, 2022(incorporated by reference to the Company’s Form S-1  filed on November 3, 2022)
10.44* Convertible Promissory Note between GZIC and 1800 Diagonal Lending LLC dated October 11, 2022(incorporated by reference to the Company’s Form S-1  filed on November 3, 2022)
10.45* Stock Purchase Agreement between GZIC and 1800 Diagonal Lending LLC dated October 11, 2022(incorporated by reference to the Company’s Form S-1  filed on November 3, 2022)
10.46* Promissory Note dated November 3, 2022 issued to Fourth Man LLC (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2022)
10.47* Securities Purchase Agreement dated November 3, 2022 between the Company and Fourth Man LLC (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2022)
10.48* Stock Purchase Warrant issued to Fourth Man LLC (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2022)
10.49* Convertible Promissory Note between the Company and Janbella Group LLC dated November 8, 2022 (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2022)
10.50* Securities Purchase Agreement dated November 8, 2022 between the Company and Janbella Group LLC (incorporated by reference to the Company’s Quarterly Report on Form 10-Q filed on November 14, 2022)
10.51* Convertible Promissory Note between the Company and Mast Hill Fund, L.P, dated November 23, 2022 (incorporated by reference to the Company’s Form S-1/A  filed on February 7, 2023)
10.52* Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated November 23, 2022 (incorporated by reference to the Company’s Form S-1/A  filed on February 7, 2023)
10.53* Common Stock Purchase Warrant issued to Mast Hill Fund, L.P., dated November 23, 2022, (incorporated by reference to the Company’s Form S-1/A  filed on February 7, 2023)
10.54* Convertible Promissory Note between the Company and Mast Hill Fund, L.P, dated December 20, 2022(incorporated by reference to the Company’s Form S-1/A  filed on February 7, 2023)
10.55* Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated December 20, 2022 (incorporated by reference to the Company’s Form S-1/A  filed on February 7, 2023)
10.56* Common Stock Purchase Warrant issued to Mast Hill Fund, L.P., dated December 20, 2022. (incorporated by reference to the Company’s Form S-1/A  filed on February 7, 2023)
10.57+ Convertible Promissory Note between the Company and Mast Hill Fund, L.P, dated January 23, 2023
10.58+ Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated January 23, 2023
10.59+ Common Stock Purchase Warrant issued to Mast Hill Fund, L.P., dated January 23, 2023
10.60+ Convertible Promissory Note between the Company and Mast Hill Fund, L.P, dated March 8, 2023
10.61+ Securities Purchase Agreement between the Company and Mast Hill Fund, L.P. dated March 8, 2023
10.62+ Common Stock Purchase Warrant issued to Mast Hill Fund, L.P., dated March 8, 2023
10.63+ Promissory Note between the Company and 1800 Diagonal Lending LLC, dated March 8, 2023
10.64+ Securities Purchase Agreement between the Company and 1800 Diagonal Lending LLC dated March 8, 2023
10.65+ Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated April 4, 2022
10.66+ Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated May 23, 2022
10.67+ Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated September 20, 2022
10.68+ Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated November 23, 2022
10.69+ Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated December 20, 2022
10.70+ Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated January 23, 2023
10.71+ Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated March 8, 2023
10.72+ Common Stock Purchase Warrant issued to J.H. Darbie & Co. Inc. dated November 3, 2022
21+ List of subsidiaries
31+ Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
32+ Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer
101+ Interactive Data Files

 

 

+Filed herewith
*Previously filed

 

41

 

 

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 INC.
     
Date: April 17, 2022   /s/ William Coleman Smith
    William Coleman Smith
    Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)

 

42

 

 EX-10.57 2 f10kexex10-57_gz6gtechno.htm EX-10.57

 

Exhibit 10.57

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

Principal Amount: $293,000.00 Issue Date: January 23, 2023
Actual Amount of Purchase Price: $263,700.00  

 

PROMISSORY NOTE

 

FOR VALUE RECEIVED, GZ6G TECHNOLOGIES CORP., a Nevada corporation (hereinafter called the “Borrower” or the “Company”) (Trading Symbol: GZIC), hereby promises to pay to the order of MAST HILL FUND, L.P., a Delaware limited partnership, or registered assigns (the “Holder”), in the form of lawful money of the United States of America, the principal sum of $293,000.00, which amount is the $263,700.00 actual amount of the purchase price (the “Consideration”) hereof plus an original issue discount in the amount of $29,300.00 (the “OID”) (subject to adjustment herein) (the “Principal Amount”) and to pay interest on the unpaid Principal Amount hereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”), and is the date upon which the Principal Amount (which includes the OID) and any accrued and unpaid interest and other fees, shall be due and payable.

 

This Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.

 

Any Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) sixteen percent (16%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

 

All payments due hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day.

 

Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase Agreement), provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

 

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

1

 

 

The following terms shall also apply to this Note:

 

ARTICLE I. CONVERSION RIGHTS

 

1.1 Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that notwithstanding anything to the contrary contained herein, the a Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).

 

2

 

  

1.2 Conversion Price.

 

(a) Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0035, subject to adjustment as provided in this Note. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents” means any securities of the Company or the Company’s subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

1.3 Authorized and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 83,714,285 shares of Common Stock or (b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) at the time of such calculation (taking into consideration any adjustments to the Conversion Price as provided in this Note) multiplied by (ii) three (3) (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates or cause the Company to electronically issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions of this Note.

 

If, at any time, the Borrower does not maintain the Reserved Amount, it will be considered an Event of Default (as defined in the Note) under this Note.

 

1.4 Method of Conversion.

 

(a) Mechanics of Conversion. This Note may be converted by the Holder in whole or in part, on any calendar day, at any time on or following the Issue Date, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time). Any Notice of Conversion submitted after 11:59 p.m., New York, New York time, shall be deemed to have been delivered and received on the next Trading Day.

 

3

 

 

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Principal Amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented by this Note may be less than the amount stated on the face hereof.

 

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

 

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) within three (3) Trading Days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Company, may void all or any portion of such Notice of Conversion; provided that the voiding of all or any portion of a Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.

 

4

 

 

(e) Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

 

(f) Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

 

1.5 Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

5

 

 

The legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

 

1.6 Effect of Certain Events.

 

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

 

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

6

 

 

(d) Purchase Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

 

(e) Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction (as defined in the Purchase Agreement)), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing.

 

(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of each respective adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. In addition, the Borrower shall, within one (1) calendar day after each written request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. For the avoidance of doubt, each adjustment or readjustment of the Conversion Price as a result of the events described in Section 1.6 of this Note shall occur without any action by the Holder and regardless of whether the Borrower complied with the notification provisions in Section 1.6 of this Note.

 

1.7 [Intentionally Omitted].

 

7

 

 

1.8 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other than the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this Note.

 

1.9 Prepayment. At any time prior to the date that an Event of Default occurs under this Note, the Borrower shall have the right, exercisable on three (3) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest then due under this Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be three (3) Trading Days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). The Holder shall have the right, during the period beginning on the date of Holder’s receipt of the Optional Prepayment Notice and until the Holder’s actual receipt of the full prepayment amount on the Optional Prepayment Date (the “Prepayment Conversion Period”), to instead convert all or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid by the Borrower in accordance with this Section 1.9. On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) $750.00 to reimburse Holder for administrative fees.

 

If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section 1.9.

 

1.10 Repayment from Proceeds. If, at any time after the full repayment or full conversion of all amounts owed under that certain promissory note in the principal amount of $560,000.00 issued by the Company on December 16, 2021, and prior to the full repayment or full conversion of all amounts owed under this Note, the Company receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Borrower, the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) of the Borrower, or the sale of assets, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply up to 50% of such proceeds to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period of time and at an agreed price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s or underwriter’s resale).

 

ARTICLE II. RANKING AND CERTAIN COVENANTS

 

2.1 Ranking and Security. This Note shall have priority over all unsecured indebtedness of the Borrower.

 

2.2 Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee any unsecured indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder, except with respect to indebtedness held by eSilkroad Network Limited.

 

8

 

 

2.3 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

 

2.4 Restriction on Stock Repurchases and Debt Repayments. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares, or repay any pari passu or subordinated indebtedness of Borrower.

 

2.5 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent by the Holder to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

2.6 Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the ordinary course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.

 

2.7 Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of a cash payment or added to the balance of this Note (under Holder’s and Borrower’s expectation that this amount will tack back to the Issue Date).

 

2.8 Preservation of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure of any material assets other than in the ordinary course of business; (c) enter into a Variable Rate Transaction; or (d) enter into any merchant cash advance transactions. In addition, so long as the Borrower shall have any obligation under this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

 

2.9 Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

 

9

 

 

2.10 Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note.

 

ARTICLE III. EVENTS OF DEFAULT

 

It shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:

 

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.

 

3.2 Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, (iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) Trading Days after the Holder shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its transfer agent (including but not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be added to the principal balance of the Note.

 

3.3 Breach of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the Purchase Agreement, Warrant (as defined in the Purchase Agreement) (the “Warrant”), this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.

 

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, Warrant, this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

3.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

 

3.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

 

10

 

 

3.8 Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

 

3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

3.11 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

 

3.12 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding.

 

3.13 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

3.14 Cross-Default. The declaration of an event of default by any lender or other extender of credit to the Company under any notes, loans, agreements or other instruments of the Company evidencing any indebtedness of the Company (including those filed as exhibits to or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.

 

3.15 Variable Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date.

 

3.16 Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.

 

3.17 Unavailability of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.

 

3.18 Delisting, Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on a Principal Market.

 

3.19 Rights and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by 125% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower. Holder may, in its sole discretion, determine to accept payment part in Common Stock and part in cash. For purposes of payments in Common Stock, the conversion formula set forth in Section 1.2 shall apply as well as all other provisions of this Note. The Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

 

11

 

 

Upon the occurrence of any Event of Default, and in addition to any other right or remedy of the Holder hereunder, under the related transaction documents, or otherwise at law or in equity, the Borrower hereby irrevocably authorizes and empowers Holder or its legal counsel, each as the Borrower’s attorney-in-fact, to appear ex parte and with notice to the Borrower to confess judgment against the Borrower for the unpaid amount of this Note. The judgment shall set forth the amount then due hereunder, plus attorney’s fees and cost of suit, and to release all errors, and waive all rights of appeal. The Borrower waives the right to contest Holder’s rights under this section, including without limitation the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing right and power to confess judgment will be deemed to exhaust such power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, and such power shall continue undiminished and may be exercised from time to time as the Holder may elect until all amounts owing on this Note have been paid in full.

 

ARTICLE IV. MISCELLANEOUS

 

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Borrower, to:

 

GZ6G TECHNOLOGIES CORP.

8925 West Post Road, Suite 102

Las Vegas, NV 89148

Attention: William Smith

e-mail: cole@greenzebra.net

 

If to the Holder:

 

MAST HILL FUND, L.P.

48 Parker Road

Wellesley, MA 02482

e-mail: admin@masthillfund.com

 

12

 

 

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written consent of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

 

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

 

4.6 Governing Law; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts located in the State of Nevada or federal courts located in the State of Nevada. The Borrower hereby irrevocably waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with this the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

 

4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

 

4.8 Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered into in connection herewith and therewith.

 

4.9 Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any change in control or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.

 

13

 

 

4.10 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

4.11 Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

 

4.12 Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability of the Company under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Holder’s election.

 

4.13 Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note.

 

4.14 Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably believes was not similarly provided to the Holder in this Note (even if the holder of such other security does not receive the benefit of such more favorable term until a default occurs under such other security), then (i) the Borrower shall notify the Holder of such additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower complied with the notification provision of this Section 4.14). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts.

 

14

 

 

4.15 Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit the disputed determinations or arithmetic calculations via facsimile (i) within one (1) Trading Day after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation within one (1) Trading Day of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower shall, within one (1) Trading Day, submit (a) the disputed determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than one (1) Trading Day from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable error.

 

4.16 Right of First Refusal. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital or financing from any 3rd party, that the Borrower intends to act upon, then the Borrower must first offer such opportunity to the Holder to provide such capital or financing to the Borrower on the same terms as each respective 3rd party’s terms. Should the Holder be unwilling or unable to provide such capital or financing to the Borrower within five (5) Trading Days from Holder’s receipt of written notice of the offer (the “Offer Notice”) from the Borrower, then the Borrower may obtain such capital or financing from that respective 3rd party upon the exact same terms and conditions offered by the Borrower to the Holder, which transaction must be completed within 30 days after the date of the Offer Notice. If the Borrower does not receive the capital or financing from the respective 3rd party within 30 days after the date of the respective Offer Notice, then the Borrower must again offer the capital or financing opportunity to the Holder as described above, and the process detailed above shall be repeated. The Offer Notice must be sent via electronic mail to admin@masthillfund.com.

 

 

[signature page follows]

 

15

 

 

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on January 23, 2023.

 

GZ6G TECHNOLOGIES CORP.

 

By:    
  Name: William Smith  
  Title: Chief Executive Officer  

 

16

 

 

EXHIBIT A -- NOTICE OF CONVERSION

 

The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of GZ6G TECHNOLOGIES CORP., a Nevada corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of January 23, 2023 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

 

Box Checked as to applicable instructions:

 

  ☐ The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
     
    Name of DTC Prime Broker:
    Account Number:

 

  ☐

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

 

  Date of Conversion:    
  Applicable Conversion Price: $  
 

Number of Shares of Common Stock to be
        Issued Pursuant to Conversion of the Note:

 

 

  
  Amount of Principal Balance Due remaining
        Under the Note after this conversion:

 

 

  

 

  By:    
  Name:    
  Title:    
  Date:    

 

 

 EX-10.58 3 f10kexex10-58_gz6gtechno.htm EX-10.58

 

Exhibit 10.58

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of January 23, 2023, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

 

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the aggregate principal amount of $293,000.00 (as the principal amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note; and

 

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth immediately below its name on the signature pages hereto; and

 

D. The Company wishes to issue a common stock purchase warrant to purchase 11,720,000 shares of Common Stock (the “Warrant”) to the Buyer as additional consideration for the purchase of the Note, which shall be earned in full as of the Closing Date, as further provided herein.

 

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:

 

1. Purchase and Sale of Note.

 

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.

 

b. Form of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price of $263,700.00 (the “Purchase Price”) for the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver such duly executed Note and Warrant on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing, the Buyer shall withhold a non-accountable sum of $5,000.00 from the Purchase Price to cover the Buyer’s legal fees in connection with the transactions contemplated by this Agreement.

 

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.

 

d. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).

 

1

 

 

e. Warrant. On or before the Closing Date, the Company shall issue the Warrant to the Buyer pursuant to the terms of contained therein.

 

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:

 

a. Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note and Warrant (the Note, Warrant, shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (the “Conversion Shares”), and shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrant (the “Exercise Shares”) shall collectively be referred to herein as the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

 

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below.

 

e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

 

2

 

 

f. Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

 

g. Legends. The Buyer understands that until such time as the Note, Warrant, Conversion Shares, and/or Exercise Shares, have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

 

3

 

 

h. Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

 

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:

 

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

 

b. Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Warrant, the Note, Conversion Shares, and the Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Exercise Shares issuable upon conversion of the Note and/or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii) this Agreement and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms.

 

c. Capitalization; Governing Documents. As of January 23, 2023, the authorized capital stock of the Company consists of: 500,000,000 authorized shares of Common Stock, of which 81,136,902 shares were issued and outstanding, and 10,000,001 authorized shares of preferred stock (consisting of 10,000,000 shares of Series A preferred stock and 1 share of Series B preferred stock), of which 5,000,001 shares were issued and outstanding (consisting of 5,000,000 shares of Series A preferred stock and 1 share of Series B preferred stock). All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

 

4

 

 

d. Issuance of Conversion Shares and Exercise Shares. The Conversion Shares and Exercise Shares are duly authorized and reserved for issuance and, upon conversion of the Note and/or exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

e. Issuance of Warrant. The issuance of the Warrant is duly authorized and will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

f. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares and Exercise Shares to the Common Stock upon the conversion of the Note and/or exercise of the Warrant. The Company further acknowledges that its obligation to issue, upon conversion of the Note and/or exercise of the Warrant, the Conversion Shares and/or Exercise Shares, are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

g. No Conflicts. The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares and Exercise Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities is subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution and/or ratchet provision contained in any other contract in which the Company is a party thereto or any security issued by the Company. Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and, upon conversion of the Note and/or exercise of the Warrant, issue Conversion Shares and/or Exercise Shares as applicable. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Principal Market (as defined herein) and does not reasonably anticipate that the Common Stock will be delisted by the Principal Market in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The “Principal Market” shall mean the principal securities exchange or trading market where such Common Stock is listed or traded, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.

 

5

 

 

h. SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. The Company has not been a “shell company” as described in Rule 144(i)(1)(i) since October 1, 2020.

 

i. Absence of Certain Changes. Since September 30, 2022, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

 

j. Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

k. Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

 

6

 

 

l. No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

 

m. Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

 

n. Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

 

o. Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

 

p. Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

7

 

 

q. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

 

r. No Brokers; No Solicitation. Except with respect to J. H. Darbie & Co., a registered broker-dealer (CRD#: 43520), the Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company acknowledges and agrees that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement.

 

s. Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since September 30, 2022, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

 

t. Environmental Matters.

 

(i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

 

(ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

 

(iii) There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

 

8

 

 

u. Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(u), if attached hereto, or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

 

v. Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage.

 

w. Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

x. Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

 

y. Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

z. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

 

aa. No Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

 

9

 

 

bb. No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

 

cc. Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

 

dd. Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

 

ee. Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

 

ff. Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section 3.4 of the Note.

 

4. ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

 

a. Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

 

b. Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

 

c. Use of Proceeds. The Company shall use the proceeds for business development, and not for any other purpose, including but not limited to (i) the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates, (ii) the repayment of any debt issued in corporate finance transactions, (iii) any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company’s currently existing operations), (iv) any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company, or (v) in violation or contravention of any applicable law, rule or regulation.

 

10

 

 

d. Right of Participation and First Refusal.

 

(i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).

 

(ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”).

 

(iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer.

 

(iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a Subsequent Placement at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment to the terms or conditions cannot occur during any Offer Period), the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of such new Offer shall expire at the end of the fifth (5th) Trading Day after the Buyer’s receipt of such new Offer Notice.

 

(v) Notwithstanding the foregoing, this Section 4(d) of this Agreement shall not apply to issuances of Common Stock that have been registered by the Company in its registration statement filed on May 17, 2021; effective September 27, 2021 as well as issuances to eSilkroad Network Limited pursuant to that certain loan treaty agreement dated on or around December 21, 2020.

 

e. Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated thereby for payments which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company may be obligated to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document, agreement or instrument contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note and any document, agreement or instrument contemplated thereby from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess shall be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Buyer’s election.

 

f. Restriction on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in full or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business.

 

11

 

 

g. Listing. The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Principal Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets electronic quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or electronic quotation systems on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

 

h. Corporate Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading or quotation on the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT.

 

i. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

j. Compliance with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note or Conversion Shares, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

 

k. Acknowledgement Regarding Buyer’s Trading Activity. Until the Note is fully repaid or fully converted, the Buyer shall not effect any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Common Stock which establishes a net short position with respect to the Common Stock.

 

l. Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

 

m. Piggy-back Registration Rights. The Company hereby grants to the Buyer the piggy-back registration rights set forth on Exhibit B hereto.

 

n. Most Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and unpaid, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor (even if the Other Investor does not receive the benefit of such more favorable term until a default occurs under such other security) than the rights and benefits established in favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights and benefits pursuant to a definitive written agreement or agreements between the Company and the Buyer.

 

12

 

 

o. Subsequent Variable Rate Transactions. From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

 

p. Non-Public Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide the Buyer or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis of, such material, non- public information, provided that the Buyer shall remain subject to applicable law. To the extent that any notice provided, information provided, or any other communications made by the Company, to the Buyer, constitutes or contains material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement or the related transaction documents, if the Company provides any material non-public information to the Buyer without their prior written consent, and it fails to immediately (no later than that business day) file a Form 8-K disclosing this material non-public information, it shall pay the Buyer as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information is disclosed to the Buyer and ending and including the day the Form 8-K disclosing this information is filed.

 

q. D&O Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf of the Company’s (including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to any losses, claims, damages, liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based on, or arises out of their status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.

 

r. Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section 4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section 3.3 of the Note.

 

13

 

 

5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates and/or issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of the Note and/or exercise of the Warrant, the Conversion Shares and Exercise Shares, in such amounts as specified from time to time by the Buyer to the Company in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to registration of the Conversion Shares and/or Exercise Shares under the 1933 Act or the date on which the Conversion Shares and/or Exercise Shares may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or upon exercise of or otherwise pursuant to the Warrant as and when required by the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or upon exercise of or otherwise pursuant to the Warrant as and when required by the Note, Warrant, and/or this Agreement and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within 6 hours of each conversion of the Note and/or exercise of the Warrant. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the case of the Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

 

6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

 

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

 

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

 

c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

 

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

7. Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

 

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

 

b. The Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance with Section 1(b) above.

 

14

 

 

c. The Company shall have delivered to the Buyer the Warrant.

 

d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

 

e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

 

f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

g. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

 

h. Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.

 

i. The Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

 

8. Governing Law; Miscellaneous.

 

a. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts located in the State of Nevada or in the federal courts located in the State of Nevada. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.

 

15

 

 

c. Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d. Severability. In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby.

 

e. Entire Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by the Buyer.

 

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

 

GZ6G TECHNOLOGIES CORP.

8925 West Post Road, Suite 102

Las Vegas, NV 89148

Attention: William Smith

e-mail: cole@greenzebra.net

 

If to the Buyer:

 

MAST HILL FUND, L.P.

48 Parker Road

Wellesley, MA 02482

e-mail: admin@masthillfund.com

 

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

 

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

16

 

 

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

j. Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

 

k. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

l. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

m. Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

 

n. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement, the Note, the Warrant, or any other agreement, certificate, instrument or document contemplated hereby or thereby will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, the Note, the Warrant, or any other agreement, certificate, instrument or document contemplated hereby or thereby, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement, the Note, the Warrant, or any other agreement, certificate, instrument or document contemplated hereby or thereby, and to enforce specifically the terms and provisions hereof and thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

17

 

 

o. Payment Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note, pursuant to the Warrant, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer enforces or exercises its rights hereunder, pursuant to the Note, pursuant to the Warrant, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof (including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action).

 

p. Failure or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

 

[Signature Page Follows]

 

18

 

 

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 

GZ6G TECHNOLOGIES CORP.

 

By:    
  Name: WILLIAM SMITH  
  Title: CHIEF EXECUTIVE OFFICER  

  

MAST HILL FUND, L.P.

 

By:    
  Name: PATRICK HASSANI  
  Title: CHIEF INVESTMENT OFFICER  

  

SUBSCRIPTION AMOUNT:

 

Principal Amount of Note: $293,000.00
Actual Amount of Purchase Price of Note: $263,700.00

 

19

 

 

EXHIBIT A

 

FORM OF NOTE

 

[attached hereto]

 

20

 

 

EXHIBIT B

 

PIGGYBACK REGISTRATION RIGHTS

 

All of the Conversion Shares and Exercise Shares shall be deemed “Registrable Securities” subject to the provisions of this Exhibit B. All capitalized terms used but not defined in this Exhibit B shall have the meanings ascribed to such terms in the Securities Purchase Agreement to which this Exhibit is attached.

 

1. Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration Statement is declared effective by the SEC).

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

21

 

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit B by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit B and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit B, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit B of which the Company is aware.

 

22

 

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

 

[End of Exhibit B]

 

23

 

 EX-10.59 4 f10kexex10-59_gz6gtechno.htm EX-10.59

 

Exhibit 10.59

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 11,720,000

Date of Issuance: January 23, 2023 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below)), Mast Hill Fund, L.P.., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), 11,720,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated January 23, 2023, by and among the Company and the Holder (the “Purchase Agreement”).

 

Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.05, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and deliver by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three business days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

1

 

 

If the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed a material breach under this Warrant, the Purchase Agreement, and Note (as defined in the Purchase Agreement) (the “Note”).

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X = Y (A-B)

      A

 

Where    X =         the number of Shares to be issued to Holder.

 

Y =         the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A =         the Market Price (at the date of such calculation).

 

B =         Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

(d) Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Company’s transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions of this Warrant (including but not limited to Section 1(a) above) pursuant to an exercise on or before the respective Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within one (1) business day of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder within one (1) business day of Holder’s request the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases, or effectuates a cashless exercise hereunder for, Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

3

 

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

4

 

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities (including but not limited to Common Stock Equivalents) entitling any person or entity (for purposes of clarification, including but not limited to the Holder pursuant to (i) any other security of the Company currently held by Holder, (ii) any other security of the Company issued to Holder on or after the Issuance Date (including but not limited to the Note), or (iii) any other agreement entered into between the Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation) multiplied by the Exercise Price in effect immediately prior to such adjustment). By way of example, if E is the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation), F is the Exercise Price in effect immediately prior to such adjustment, and G is the Base Share Price, the adjustment to the number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the number obtained from dividing [E x F] by G. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, regardless of whether (i) the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b) upon the occurrence of any Dilutive Issuance or (ii) the Holder accurately refers to the number of Warrant Shares or Base Share Price in the Exercise Notice, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price as well as the Base Share Price at all times on and after the date of such Dilutive Issuance.

 

(c) Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

5

 

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, three (3) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

6

 

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of Nevada or federal courts located in the State of Nevada. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

11. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

7

 

 

12. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) [Intentionally Omitted].

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Quotestream or other similar quotation service provider designated by the Holder, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Holder, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Quotestream or other similar quotation service provider designated by the Holder, or (iii) if no last trade price is reported for such security by Quotestream or other similar quotation service provider designated by the Holder, the average of the bid and ask prices of any market makers for such security as reported by Quotestream or other similar quotation service provider designated by the Holder. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, par value $0.001, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(f) “Principal Market” means the principal securities exchange or trading market where such Common Stock is listed or quoted, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.

 

(g) “Market Price” means the highest traded price of the Common Stock during the one hundred and fifty Trading Days prior to the date of the respective Exercise Notice.

 

(h) “Trading Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

 

* * * * * * *

 

8

 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G TECHNOLOGIES CORP.
   
   
  Name: William Smith
  Title: Chief Executive Officer

 

 

 

 

EXHIBIT A

 

EXERCISE NOTICE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase                                             of the shares of Common Stock (“Warrant Shares”) of GZ6G TECHNOLOGIES CORP., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐ a cash exercise with respect to                                    Warrant Shares; or

☐ by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $                                      to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder                                             Warrant Shares in accordance with the terms of the Warrant.

 

Date:                                            

  

     
  (Print Name of Registered Holder)
     
  By:  
  Name:  
  Title:  

 

 

 

 

EXHIBIT B

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto                                                 the right to purchase                                                shares of common stock of GZ6G TECHNOLOGIES CORP., to which the within Common Stock Purchase Warrant relates and appoints            , as attorney-in-fact, to transfer said right on the books of GZ6G TECHNOLOGIES CORP. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:                                               

 

   
  (Signature) *
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

 

 

 

 EX-10.60 5 f10kexex10-60_gz6gtechno.htm EX-10.60

 

Exhibit 10.60

 

NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE CONVERTIBLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A OR REGULATION S UNDER SAID ACT OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.

 

Principal Amount: $293,000.00 Issue Date: March 8, 2023
Actual Amount of Purchase Price: $263,700.00  

 

PROMISSORY NOTE

 

FOR VALUE RECEIVED, GZ6G TECHNOLOGIES CORP., a Nevada corporation (hereinafter called the “Borrower” or the “Company”) (Trading Symbol: GZIC), hereby promises to pay to the order of MAST HILL FUND, L.P., a Delaware limited partnership, or registered assigns (the “Holder”), in the form of lawful money of the United States of America, the principal sum of $293,000.00, which amount is the $263,700.00 actual amount of the purchase price (the “Consideration”) hereof plus an original issue discount in the amount of $29,300.00 (the “OID”) (subject to adjustment herein) (the “Principal Amount”) and to pay interest on the unpaid Principal Amount hereof at the rate of twelve percent (12%) (the “Interest Rate”) per annum from the date hereof (the “Issue Date”) until the same becomes due and payable, whether at maturity or upon acceleration or by prepayment or otherwise, as further provided herein. The maturity date shall be twelve (12) months from the Issue Date (the “Maturity Date”), and is the date upon which the Principal Amount (which includes the OID) and any accrued and unpaid interest and other fees, shall be due and payable.

 

This Note may not be prepaid or repaid in whole or in part except as otherwise explicitly set forth herein.

 

Any Principal Amount or interest on this Note which is not paid when due shall bear interest at the rate of the lesser of (i) sixteen percent (16%) per annum and (ii) the maximum amount permitted by law from the due date thereof until the same is paid (“Default Interest”). Interest and Default Interest shall be computed on the basis of a 365-day year and the actual number of days elapsed.

 

All payments due hereunder (to the extent not converted into shares of common stock, $0.001 par value per share, of the Borrower (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Whenever any amount expressed to be due by the terms of this Note is due on any day which is not a business day, the same shall instead be due on the next succeeding day which is a business day.

 

Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement, dated as of the Issue Date, pursuant to which this Note was originally issued (the “Purchase Agreement”). As used in this Note, the term “business day” shall mean any day other than a Saturday, Sunday or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed. As used herein, the term “Trading Day” means any day that shares of Common Stock are listed for trading or quotation on the Principal Market (as defined in the Purchase Agreement), provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

 

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

1

 

 

The following terms shall also apply to this Note:

 

ARTICLE I. CONVERSION RIGHTS

 

1.1 Conversion Right. The Holder shall have the right, on any calendar day, at any time on or following the Issue Date, to convert all or any portion of the then outstanding and unpaid Principal Amount and interest (including any Default Interest) into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified, at the Conversion Price (as defined below) determined as provided herein (a “Conversion”); provided, however, that notwithstanding anything to the contrary contained herein, the a Holder shall not have the right to convert any portion of this Note, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after conversion as set forth on the applicable Notice of Conversion, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons (as defined below) acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon conversion of this Note with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) conversion of the remaining, nonconverted portion of this Note beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1.1, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1.1, in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Note, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof. The limitations contained in this paragraph shall apply to a successor holder of this Note. The number of Conversion Shares to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit A (the “Notice of Conversion”), delivered to the Borrower or Borrower’s transfer agent by the Holder in accordance with Section 1.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time on such conversion date (the “Conversion Date”). The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the Principal Amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such Principal Amount at the Interest Rate to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2).

 

2

 

  

1.2 Conversion Price.

 

(a) Calculation of Conversion Price. The per share conversion price into which Principal Amount and interest (including any Default Interest) under this Note shall be convertible into shares of Common Stock hereunder (the “Conversion Price”) shall equal $0.0035, subject to adjustment as provided in this Note. If at any time the Conversion Price as determined hereunder for any conversion would be less than the par value of the Common Stock, then at the sole discretion of the Holder, the Conversion Price hereunder may equal such par value for such conversion and the Conversion Amount for such conversion may be increased to include Additional Principal, where “Additional Principal” means such additional amount to be added to the Conversion Amount to the extent necessary to cause the number of conversion shares issuable upon such conversion to equal the same number of conversion shares as would have been issued had the Conversion Price not been adjusted by the Holder to the par value price. Holder shall be entitled to deduct $1,750.00 from the conversion amount in each Notice of Conversion to cover Holder’s fees associated with each Notice of Conversion. All such Conversion Price determinations are to be appropriately adjusted for any stock dividend, stock split, stock combination, rights offerings, reclassification or similar transaction that proportionately decreases or increases the Common Stock. If the Company, at any time while this Note is outstanding: (i) pays a stock dividend or otherwise makes a distribution or distributions payable in shares of Common Stock on shares of Common Stock or any Common Stock Equivalents, (ii) subdivides outstanding shares of Common Stock into a larger number of shares, (iii) combines (including by way of a reverse stock split) outstanding shares of Common Stock into a smaller number of shares or (iv) issues, in the event of a reclassification of shares of the Common Stock, any shares of capital stock of the Company, then the Conversion Price shall be multiplied by a fraction of which the numerator shall be the number of shares of Common Stock (excluding any treasury shares of the Company) outstanding immediately before such event, and of which the denominator shall be the number of shares of Common Stock outstanding immediately after such event. Any adjustment made pursuant to the immediately preceding sentence shall become effective immediately after the record date for the determination of shareholders entitled to receive such dividend or distribution and shall become effective immediately after the effective date in the case of a subdivision, combination or re-classification. “Common Stock Equivalents” means any securities of the Company or the Company’s subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

1.3 Authorized and Reserved Shares. The Borrower covenants that at all times until the Note is satisfied in full, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of a number of Conversion Shares equal to the greater of: (a) 83,714,285 shares of Common Stock or (b) the sum of (i) the number of Conversion Shares issuable upon the full conversion of this Note (assuming no payment of Principal Amount or interest) at the time of such calculation (taking into consideration any adjustments to the Conversion Price as provided in this Note) multiplied by (ii) three (3) (the “Reserved Amount”). The Borrower represents that upon issuance, the Conversion Shares will be duly and validly issued, fully paid and non-assessable. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Conversion Shares or instructions to have the Conversion Shares issued as contemplated by Section 1.4(f) hereof, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates or cause the Company to electronically issue shares of Common Stock to execute and issue the necessary certificates for the Conversion Shares or cause the Conversion Shares to be issued as contemplated by Section 1.4(f) hereof in accordance with the terms and conditions of this Note.

 

If, at any time, the Borrower does not maintain the Reserved Amount, it will be considered an Event of Default (as defined in the Note) under this Note.

 

1.4 Method of Conversion.

 

(a) Mechanics of Conversion. This Note may be converted by the Holder in whole or in part, on any calendar day, at any time on or following the Issue Date, by submitting to the Borrower or Borrower’s transfer agent a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 11:59 p.m., New York, New York time). Any Notice of Conversion submitted after 11:59 p.m., New York, New York time, shall be deemed to have been delivered and received on the next Trading Day.

 

3

 

 

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid Principal Amount is so converted. The Holder and the Borrower shall maintain records showing the Principal Amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion. In the event of any dispute or discrepancy, such records of the Holder shall, prima facie, be controlling and determinative in the absence of manifest error. Notwithstanding the foregoing, if any portion of this Note is converted as aforesaid, the Holder may not transfer this Note unless the Holder first physically surrenders this Note to the Borrower, whereupon the Borrower will forthwith issue and deliver upon the order of the Holder a new Note of like tenor, registered as the Holder (upon payment by the Holder of any applicable transfer taxes) may request, representing in the aggregate the remaining unpaid Principal Amount of this Note. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that, by reason of the provisions of this paragraph, following conversion of a portion of this Note, the unpaid and unconverted Principal Amount of this Note represented by this Note may be less than the amount stated on the face hereof.

 

(c) Payment of Taxes. The Borrower shall not be required to pay any tax which may be payable in respect of any transfer involved in the issue and delivery of shares of Common Stock or other securities or property on conversion of this Note in a name other than that of the Holder (or in street name), and the Borrower shall not be required to issue or deliver any such shares or other securities or property unless and until the person or persons (other than the Holder or the custodian in whose street name such shares are to be held for the Holder’s account) requesting the issuance thereof shall have paid to the Borrower the amount of any such tax or shall have established to the satisfaction of the Borrower that such tax has been paid.

 

(d) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower or Borrower’s transfer agent from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 1.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) within three (3) Trading Days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid Principal Amount and interest (including any Default Interest) under this Note, surrender of this Note). If the Company shall fail for any reason or for no reason to issue to the Holder on or prior to the Deadline a certificate for the number of Conversion Shares or to which the Holder is entitled hereunder and register such Conversion Shares on the Company’s share register or to credit the Holder’s balance account with DTC (as defined below) for such number of Conversion Shares to which the Holder is entitled upon the Holder’s conversion of this Note (a “Conversion Failure”), then, in addition to all other remedies available to the Holder, (i) the Company shall pay in cash to the Holder on each day after the Deadline and during such Conversion Failure an amount equal to 2.0% of the product of (A) the sum of the number of Conversion Shares not issued to the Holder on or prior to the Deadline and to which the Holder is entitled and (B) the closing sale price of the Common Stock on the Trading Day immediately preceding the last possible date which the Company could have issued such Conversion Shares to the Holder without violating this Section 1.4(d); and (ii) the Holder, upon written notice to the Company, may void all or any portion of such Notice of Conversion; provided that the voiding of all or any portion of a Notice of Conversion shall not affect the Company’s obligations to make any payments which have accrued prior to the date of such notice. In addition to the foregoing, if on or prior to the Deadline the Company shall fail to issue and deliver a certificate to the Holder and register such Conversion Shares on the Company’s share register or credit the Holder’s balance account with DTC for the number of Conversion Shares to which the Holder is entitled upon the Holder’s exercise hereunder or pursuant to the Company’s obligation pursuant to clause (ii) below, and if on or after such Trading Day the Holder purchases (in an open market transaction or otherwise) shares of Common Stock to deliver in satisfaction of a sale by the Holder of shares of Common Stock issuable upon such exercise that the Holder anticipated receiving from the Company, then the Company shall, within two (2) Trading Days after the Holder’s request and in the Holder’s discretion, either (i) pay cash to the Holder in an amount equal to the Holder’s total purchase price (including brokerage commissions and other reasonable and customary out-of-pocket expenses, if any) for the shares of Common Stock so purchased (the “Buy-In Price”), at which point the Company’s obligation to deliver such certificate (and to issue such Conversion Shares) or credit such Holder’s balance account with DTC for such Conversion Shares shall terminate, or (ii) promptly honor its obligation to deliver to the Holder a certificate or certificates representing such Conversion Shares or credit such Holder’s balance account with DTC and pay cash to the Holder in an amount equal to the excess (if any) of the Buy-In Price over the product of (A) such number of shares of Common Stock, times (B) the closing sales price of the Common Stock on the date of exercise. Nothing shall limit the Holder’s right to pursue any other remedies available to it hereunder, at law or in equity, including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver certificates representing the Conversion Shares (or to electronically deliver such Conversion Shares) upon the conversion of this Note as required pursuant to the terms hereof.

 

4

 

 

(e) Obligation of Borrower to Deliver Common Stock. At the time that the Holder submits the Notice of Conversion to the Borrower or Borrower’s transfer agent, the Holder shall be deemed to be the holder of record of the Conversion Shares issuable upon such conversion, the outstanding Principal Amount and the amount of accrued and unpaid interest (including any Default Interest) under this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations under this Article I, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for the Conversion Shares (or cause the electronic delivery of the Conversion Shares as contemplated by Section 1.4(f) hereof) shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion. The Conversion Date specified in the Notice of Conversion shall be the Conversion Date so long as the Notice of Conversion is sent to the Borrower or Borrower’s transfer agent before 11:59 p.m., New York, New York time, on such date.

 

(f) Delivery of Conversion Shares by Electronic Transfer. In lieu of delivering physical certificates representing the Conversion Shares issuable upon conversion hereof, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer or Deposit/Withdrawal at Custodian programs, upon request of the Holder and its compliance with the provisions contained in Section 1.1 and in this Section 1.4, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Conversion Shares issuable upon conversion hereof to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit Withdrawal Agent Commission system.

 

1.5 Concerning the Shares. The Conversion Shares issuable upon conversion of this Note may not be sold or transferred unless (i) such shares are sold pursuant to an effective registration statement under the 1933 Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be the Legal Counsel Opinion (as defined in the Purchase Agreement)) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration or (iii) such shares are sold or transferred pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption, or (iv) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 1.5 and who is an Accredited Investor (as defined in the Purchase Agreement). Except as otherwise provided in the Purchase Agreement (and subject to the removal provisions set forth below), until such time as the Conversion Shares have been registered under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, each certificate for the Conversion Shares that has not been so included in an effective registration statement or that has not been sold pursuant to an effective registration statement or an exemption that permits removal of the legend, shall bear a legend substantially in the following form, as appropriate:

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH MAY BE THE LEGAL COUNSEL OPINION (AS DEFINED IN THE PURCHASE AGREEMENT)), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S UNDER SAID ACT, OR OTHER APPLICABLE EXEMPTION. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

5

 

 

The legend set forth above shall be removed and the Company shall issue to the Holder a certificate for the applicable Conversion Shares without such legend upon which it is stamped or (as requested by the Holder) issue the applicable Conversion Shares by electronic delivery by crediting the account of such holder’s broker with DTC, if, unless otherwise required by applicable state securities laws: (a) such Conversion Shares are registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Holder provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) of the Purchase Agreement) to the effect that a public sale or transfer of such Conversion Shares may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Holder agrees to sell all Conversion Shares, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Holder with respect to the transfer of Conversion Shares pursuant to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption, at the Deadline, notwithstanding that the conditions of Rule 144, Rule 144A, Regulation S, or other applicable exemption, as applicable, have been met, it will be considered an Event of Default under this Note.

 

1.6 Effect of Certain Events.

 

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall either: (i) be deemed to be an Event of Default pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in this Note) or (ii) be treated pursuant to Section 1.6(b) hereof. “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of this Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not effectuate any transaction described in this Section 1.6(b) unless (a) it first gives, to the extent practicable, at least thirty (30) days prior written notice (but in any event at least fifteen (15) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Section 1.6(b). The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

 

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

6

 

 

(d) Purchase Rights. If, at any time when all or any portion of this Note is issued and outstanding, the Borrower issues any convertible securities or rights to purchase stock, warrants, securities or other property (the “Purchase Rights”) pro rata to the record holders of any class of Common Stock, then the Holder of this Note will be entitled to acquire, upon the terms applicable to such Purchase Rights, the aggregate Purchase Rights which such Holder could have acquired if such Holder had held the number of shares of Common Stock acquirable upon complete conversion of this Note (without regard to any limitations on conversion contained herein) immediately before the date on which a record is taken for the grant, issuance or sale of such Purchase Rights or, if no such record is taken, the date as of which the record holders of Common Stock are to be determined for the grant, issue or sale of such Purchase Rights.

 

(e) Dilutive Issuance. If the Borrower, at any time while this Note or any amounts due hereunder are outstanding, issues, sells or grants (or has issued, sold or granted as of the Issue Date, as the case may be) any option to purchase, or sells or grants any right to reprice, or otherwise disposes of, or issues (or has sold or issued, as the case may be, or announces any sale, grant or any option to purchase or other disposition), any Common Stock or other securities convertible into, exercisable for, or otherwise entitle any person or entity the right to acquire, shares of Common Stock (including, without limitation, upon conversion of this Note, and any convertible notes or warrants outstanding as of or following the Issue Date), in each or any case at an effective price per share that is lower than the then Conversion Price (such lower price, the “Base Conversion Price” and such issuances, collectively, a “Dilutive Issuance”) (it being agreed that if the holder of the Common Stock or other securities so issued shall at any time, whether by operation of purchase price adjustments, reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled to receive shares of Common Stock at an effective price per share that is lower than the Conversion Price, such issuance shall be deemed to have occurred for less than the Conversion Price on such date of the Dilutive Issuance), then the Conversion Price shall be reduced, at the option of the Holder, to a price equal to the Base Conversion Price. Such adjustment shall be made whenever such Common Stock or other securities are issued. By way of example, and for the avoidance of doubt, if the Company issues a convertible promissory note (including but not limited to a Variable Rate Transaction (as defined in the Purchase Agreement)), and the holder of such convertible promissory note has the right to convert it into Common Stock at an effective price per share that is lower than the then Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock), then the Holder has the right to reduce the Conversion Price to such Base Conversion Price (including but not limited to a conversion price with a discount that varies with the trading prices of or quotations for the Common Stock) in perpetuity regardless of whether the holder of such convertible promissory note ever effectuated a conversion at the Base Conversion Price. In the event of an issuance of securities involving multiple tranches or closings, any adjustment pursuant to this Section 1.6(e) shall be calculated as if all such securities were issued at the initial closing.

 

(f) Notice of Adjustments. Upon the occurrence of each adjustment or readjustment of the Conversion Price as a result of the events described in Section 1.6 of this Note, the Borrower shall, at its expense and within one (1) calendar day after the occurrence of each respective adjustment or readjustment of the Conversion Price, compute such adjustment or readjustment and prepare and furnish to the Holder a certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. In addition, the Borrower shall, within one (1) calendar day after each written request from the Holder, furnish to such Holder a like certificate setting forth (i) the Conversion Price in effect at such time based upon the Dilutive Issuance, (ii) the number of shares of Common Stock and the amount, if any, of other securities or property which at the time would be received upon conversion of the Note, (iii) the detailed facts upon which such adjustment or readjustment is based, and (iv) copies of the documentation (including but not limited to relevant transaction documents) that evidences the adjustment or readjustment. For the avoidance of doubt, each adjustment or readjustment of the Conversion Price as a result of the events described in Section 1.6 of this Note shall occur without any action by the Holder and regardless of whether the Borrower complied with the notification provisions in Section 1.6 of this Note.

 

1.7 [Intentionally Omitted].

 

7

 

 

1.8 Status as Shareholder. Upon submission of a Notice of Conversion by a Holder, (i) the Conversion Shares covered thereby (other than the Conversion Shares, if any, which cannot be issued because their issuance would exceed such Holder’s allocated portion of the Reserved Amount or Maximum Share Amount) shall be deemed converted into shares of Common Stock and (ii) the Holder’s rights as a Holder of such converted portion of this Note shall cease and terminate, excepting only the right to receive certificates for such shares of Common Stock and to any remedies provided herein or otherwise available at law or in equity to such Holder because of a failure by the Borrower to comply with the terms of this Note. Notwithstanding the foregoing, if a Holder has not received certificates for all shares of Common Stock prior to the tenth (10th) business day after the expiration of the Deadline with respect to a conversion of any portion of this Note for any reason, then (unless the Holder otherwise elects to retain its status as a holder of Common Stock by so notifying the Borrower) the Holder shall regain the rights of a Holder of this Note with respect to such unconverted portions of this Note and the Borrower shall, as soon as practicable, return such unconverted Note to the Holder or, if the Note has not been surrendered, adjust its records to reflect that such portion of this Note has not been converted. In all cases, the Holder shall retain all of its rights and remedies for the Borrower’s failure to convert this Note.

 

1.9 Prepayment. At any time prior to the date that an Event of Default occurs under this Note, the Borrower shall have the right, exercisable on three (3) Trading Days prior written notice to the Holder of the Note, to prepay the outstanding Principal Amount and interest then due under this Note in accordance with this Section 1.9. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be three (3) Trading Days from the date of the Optional Prepayment Notice (the “Optional Prepayment Date”). The Holder shall have the right, during the period beginning on the date of Holder’s receipt of the Optional Prepayment Notice and until the Holder’s actual receipt of the full prepayment amount on the Optional Prepayment Date (the “Prepayment Conversion Period”), to instead convert all or any portion of the Note pursuant to the terms of this Note, including the amount of this Note to be prepaid by the Borrower in accordance with this Section 1.9. On the Optional Prepayment Date, the Borrower shall make payment of the amounts designated below to or upon the order of the Holder as specified by the Holder in writing to the Borrower. If the Borrower exercises its right to prepay the Note in accordance with this Section 1.9, the Borrower shall make payment to the Holder of an amount in cash equal to the sum of: (w) 100% multiplied by the Principal Amount then outstanding plus (x) accrued and unpaid interest on the Principal Amount to the Optional Prepayment Date plus (y) $750.00 to reimburse Holder for administrative fees.

 

If the Borrower delivers an Optional Prepayment Notice and fails to pay the applicable prepayment amount due to the Holder of the Note as provided in this Section 1.9, then the Borrower shall forever forfeit its right to prepay any part of the Note pursuant to this Section 1.9.

 

1.10 Repayment from Proceeds. If, at any time after the full repayment or full conversion of all amounts owed under that certain promissory note in the principal amount of $560,000.00 issued by the Company on December 16, 2021, and prior to the full repayment or full conversion of all amounts owed under this Note, the Company receives cash proceeds from any source or series of related or unrelated sources, including but not limited to, from payments from customers, the issuance of equity or debt, the conversion of outstanding warrants of the Borrower, the issuance of securities pursuant to an Equity Line of Credit (as defined in this Note) of the Borrower, or the sale of assets, the Borrower shall, within one (1) business day of Borrower’s receipt of such proceeds, inform the Holder of or publicly disclose such receipt, following which the Holder shall have the right in its sole discretion to require the Borrower to immediately apply up to 50% of such proceeds to repay all or any portion of the outstanding Principal Amount and interest (including any Default Interest) then due under this Note. Failure of the Borrower to comply with this provision shall constitute an Event of Default. “Equity Line of Credit” shall mean any transaction involving a written agreement between the Company and an investor or underwriter whereby the Company has the right to “put” its Common Stock to the investor or underwriter over an agreed period of time and at an agreed price or price formula (such Common Stock must be registered pursuant to a registration statement of the Company for the investor’s or underwriter’s resale).

 

ARTICLE II. RANKING AND CERTAIN COVENANTS

 

2.1 Ranking and Security. This Note shall have priority over all unsecured indebtedness of the Borrower.

 

2.2 Other Indebtedness. So long as the Borrower shall have any obligation under this Note, the Borrower shall not (directly or indirectly through any Subsidiary or affiliate) incur or suffer to exist or guarantee any unsecured indebtedness that is senior to or pari passu with (in priority of payment and performance) the Borrower’s obligations hereunder, except with respect to indebtedness held by eSilkroad Network Limited.

 

8

 

 

2.3 Distributions on Capital Stock. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent (a) pay, declare or set apart for such payment, any dividend or other distribution (whether in cash, property or other securities) on shares of capital stock other than dividends on shares of Common Stock solely in the form of additional shares of Common Stock or (b) directly or indirectly or through any subsidiary make any other payment or distribution in respect of its capital stock except for distributions pursuant to any shareholders’ rights plan which is approved by a majority of the Borrower’s disinterested directors.

 

2.4 Restriction on Stock Repurchases and Debt Repayments. So long as the Borrower shall have any obligation under this Note, the Borrower shall not without the Holder’s written consent redeem, repurchase or otherwise acquire (whether for cash or in exchange for property or other securities or otherwise) in any one transaction or series of related transactions any shares of capital stock of the Borrower or any warrants, rights or options to purchase or acquire any such shares, or repay any pari passu or subordinated indebtedness of Borrower.

 

2.5 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent by the Holder to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

2.6 Advances and Loans; Affiliate Transactions. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, lend money, give credit, make advances to or enter into any transaction with any person, firm, joint venture or corporation, including, without limitation, officers, directors, employees, subsidiaries and affiliates of the Borrower, except loans, credits or advances (a) in existence or committed on the Issue Date and which the Borrower has informed Holder in writing prior to the Issue Date, (b) in regard to transactions with unaffiliated third parties, made in the ordinary course of business or (c) in regard to transactions with unaffiliated third parties, not in excess of $100,000. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, repay any affiliate (as defined in Rule 144) of the Borrower in connection with any indebtedness or accrued amounts owed to any such party.

 

2.7 Section 3(a)(9) or 3(a)(10) Transaction. So long as this Note is outstanding, the Borrower shall not enter into any transaction or arrangement structured in accordance with, based upon, or related or pursuant to, in whole or in part, either Section 3(a)(9) of the Securities Act (a “3(a)(9) Transaction”) or Section 3(a)(10) of the Securities Act (a “3(a)(10) Transaction”). In the event that the Borrower does enter into, or makes any issuance of Common Stock related to a 3(a)(9) Transaction or a 3(a)(10) Transaction while this note is outstanding, a liquidated damages charge of 25% of the outstanding principal balance of this Note, but not less than $25,000, will be assessed and will become immediately due and payable to the Holder at its election in the form of a cash payment or added to the balance of this Note (under Holder’s and Borrower’s expectation that this amount will tack back to the Issue Date).

 

2.8 Preservation of Business and Existence, etc. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, (a) change the nature of its business; (b) sell, divest, change the structure of any material assets other than in the ordinary course of business; (c) enter into a Variable Rate Transaction; or (d) enter into any merchant cash advance transactions. In addition, so long as the Borrower shall have any obligation under this Note, the Borrower shall maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, its existence, rights and privileges, and become or remain, and cause each of its Subsidiaries (other than dormant Subsidiaries that have no or minimum assets) to become or remain, duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by it or in which the transaction of its business makes such qualification necessary.

 

2.9 Noncircumvention. The Company hereby covenants and agrees that the Company will not, by amendment of its Certificate or Articles of Incorporation or Bylaws, or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Note, and will at all times in good faith carry out all the provisions of this Note and take all action as may be required to protect the rights of the Holder.

 

9

 

 

2.10 Lost, Stolen or Mutilated Note. Upon receipt by the Company of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Note, and, in the case of loss, theft or destruction, of any indemnification undertaking by the Holder to the Company in customary form and, in the case of mutilation, upon surrender and cancellation of this Note, the Company shall execute and deliver to the Holder a new Note.

 

ARTICLE III. EVENTS OF DEFAULT

 

It shall be considered an event of default if any of the following events listed in this Article III (each, an “Event of Default”) shall occur:

 

3.1 Failure to Pay Principal or Interest. The Borrower fails to pay the Principal Amount hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise, or fails to fully comply with Section 1.10 of this Note.

 

3.2 Conversion and the Shares. The Borrower (i) fails to issue Conversion Shares to the Holder (or announces or threatens in writing that it will not honor its obligation to do so) upon exercise by the Holder of the conversion rights of the Holder in accordance with the terms of this Note, (ii) fails to transfer or cause its transfer agent to transfer (issue) (electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, (iii) fails to reserve the Reserved Amount at all times, (iv) the Borrower directs its transfer agent not to transfer or delays, impairs, and/or hinders its transfer agent in transferring (or issuing) (electronically or in certificated form) any certificate for the Conversion Shares issuable to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note, or fails to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Holder upon conversion of or otherwise pursuant to this Note as and when required by this Note (or makes any written announcement, statement or threat that it does not intend to honor the obligations described in this paragraph) and any such failure shall continue uncured (or any written announcement, statement or threat not to honor its obligations shall not be rescinded in writing) for two (2) Trading Days after the Holder shall have delivered a Notice of Conversion, and/or (v) fails to remain current in its obligations to its transfer agent (including but not limited to payment obligations to its transfer agent). It shall be an Event of Default of this Note, if a conversion of this Note is delayed, hindered or frustrated due to a balance owed by the Borrower to its transfer agent. If at the option of the Holder, the Holder advances any funds to the Borrower’s transfer agent in order to process a conversion, such advanced funds shall be added to the principal balance of the Note.

 

3.3 Breach of Agreements and Covenants. The Borrower breaches any covenant, agreement, or other term or condition contained in the Purchase Agreement, Warrant (as defined in the Purchase Agreement) (the “Warrant”), this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith.

 

3.4 Breach of Representations and Warranties. Any representation or warranty of the Borrower made in the Purchase Agreement, Warrant, this Note, Irrevocable Transfer Agent Instructions, or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith or therewith shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.5 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

3.6 Judgments. Any money judgment, writ or similar process shall be entered or filed against the Borrower or any subsidiary of the Borrower or any of its property or other assets for more than $100,000, and shall remain unvacated, unbonded or unstayed for a period of twenty (20) days unless otherwise consented to by the Holder, which consent will not be unreasonably withheld.

 

3.7 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

 

10

 

 

3.8 Failure to Comply with the 1934 Act. At any time after the Issue Date, the Borrower shall fail to comply with the reporting requirements of the 1934 Act and/or the Borrower shall cease to be subject to the reporting requirements of the 1934 Act.

 

3.9 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.10 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

3.11 Maintenance of Assets. The failure by Borrower to maintain any material intellectual property rights, personal, real property or other assets which are necessary to conduct its business (whether now or in the future).

 

3.12 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC for any date or period from two years prior to the Issue Date of this Note and until this Note is no longer outstanding.

 

3.13 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

3.14 Cross-Default. The declaration of an event of default by any lender or other extender of credit to the Company under any notes, loans, agreements or other instruments of the Company evidencing any indebtedness of the Company (including those filed as exhibits to or described in the Company’s filings with the SEC), after the passage of all applicable notice and cure or grace periods.

 

3.15 Variable Rate Transactions. The Borrower consummates a Variable Rate Transaction at any time on or after the Issue Date.

 

3.16 Inside Information. Any attempt by the Borrower or its officers, directors, and/or affiliates to transmit, convey, disclose, or any actual transmittal, conveyance, or disclosure by the Borrower or its officers, directors, and/or affiliates of, material non-public information concerning the Borrower, to the Holder or its successors and assigns, which is not immediately cured by Borrower’s filing of a Form 8-K pursuant to Regulation FD on that same date.

 

3.17 Unavailability of Rule 144. If, at any time on or after the date that is six (6) calendar months after the Issue Date, the Holder is unable to (i) obtain a standard “144 legal opinion letter” from an attorney reasonably acceptable to the Holder, the Holder’s brokerage firm (and respective clearing firm), and the Borrower’s transfer agent in order to facilitate the Holder’s conversion of any portion of the Note into free trading shares of the Borrower’s Common Stock pursuant to Rule 144, and/or (ii) thereupon deposit such shares into the Holder’s brokerage account.

 

3.18 Delisting, Suspension, or Quotation of Trading of Common Stock. If, at any time on or after the Issue Date, the Borrower’s Common Stock (i) is suspended from trading, (ii) halted from trading, and/or (iii) fails to be quoted or listed (as applicable) on a Principal Market.

 

3.19 Rights and Remedies Upon an Event of Default. Upon the occurrence of any Event of Default specified in this Article III, this Note shall become immediately due and payable, and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to the Principal Amount then outstanding plus accrued interest (including any Default Interest) through the date of full repayment multiplied by 150% (collectively the “Default Amount”), as well as all costs, including, without limitation, legal fees and expenses, of collection, all without demand, presentment or notice, all of which hereby are expressly waived by the Borrower. Holder may, in its sole discretion, determine to accept payment part in Common Stock and part in cash. For purposes of payments in Common Stock, the conversion formula set forth in Section 1.2 shall apply as well as all other provisions of this Note. The Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

 

11

 

 

Upon the occurrence of any Event of Default, and in addition to any other right or remedy of the Holder hereunder, under the related transaction documents, or otherwise at law or in equity, the Borrower hereby irrevocably authorizes and empowers Holder or its legal counsel, each as the Borrower’s attorney-in-fact, to appear ex parte and with notice to the Borrower to confess judgment against the Borrower for the unpaid amount of this Note. The judgment shall set forth the amount then due hereunder, plus attorney’s fees and cost of suit, and to release all errors, and waive all rights of appeal. The Borrower waives the right to contest Holder’s rights under this section, including without limitation the right to any stay of execution and the benefit of all exemption laws now or hereafter in effect. No single exercise of the foregoing right and power to confess judgment will be deemed to exhaust such power, whether or not any such exercise shall be held by any court to be invalid, voidable, or void, and such power shall continue undiminished and may be exercised from time to time as the Holder may elect until all amounts owing on this Note have been paid in full.

 

ARTICLE IV. MISCELLANEOUS

 

4.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Holder existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

4.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Borrower, to:

 

GZ6G TECHNOLOGIES CORP.

8925 West Post Road, Suite 102

Las Vegas, NV 89148

Attention: William Smith

e-mail: cole@greenzebra.net

 

If to the Holder:

 

MAST HILL FUND, L.P.

48 Parker Road

Wellesley, MA 02482

e-mail: admin@masthillfund.com

 

12

 

 

4.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

4.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. The Borrower shall not assign this Note or any rights or obligations hereunder without the prior written consent of the Holder. The Holder may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Holder or to any of its “affiliates”, as that term is defined under the 1934 Act, without the consent of the Borrower. Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement. The Holder and any assignee, by acceptance of this Note, acknowledge and agree that following conversion of a portion of this Note, the unpaid and unconverted principal amount of this Note represented by this Note may be less than the amount stated on the face hereof.

 

4.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

 

4.6 Governing Law; Venue; Attorney’s Fees. This Note shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts located in the State of Nevada or federal courts located in the State of Nevada. The Borrower hereby irrevocably waives any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. THE BORROWER HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS NOTE OR ANY TRANSACTIONS CONTEMPLATED HEREBY. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law. The prevailing party in any action or dispute brought in connection with this the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby shall be entitled to recover from the other party its reasonable attorney’s fees and costs.

 

4.7 Certain Amounts. Whenever pursuant to this Note the Borrower is required to pay an amount in excess of the outstanding Principal Amount (or the portion thereof required to be paid at that time) plus accrued and unpaid interest plus Default Interest on such interest, the Borrower and the Holder agree that the actual damages to the Holder from the receipt of cash payment on this Note may be difficult to determine and the amount to be so paid by the Borrower represents stipulated damages and not a penalty and is intended to compensate the Holder in part for loss of the opportunity to convert this Note and to earn a return from the sale of shares of Common Stock acquired upon conversion of this Note at a price in excess of the price paid for such shares pursuant to this Note. The Borrower and the Holder hereby agree that such amount of stipulated damages is not plainly disproportionate to the possible loss to the Holder from the receipt of a cash payment without the opportunity to convert this Note into shares of Common Stock.

 

4.8 Purchase Agreement. The Company and the Holder shall be bound by the applicable terms of the Purchase Agreement and the documents entered into in connection herewith and therewith.

 

4.9 Notice of Corporate Events. Except as otherwise provided below, the Holder of this Note shall have no rights as a Holder of Common Stock unless and only to the extent that it converts this Note into Common Stock. The Borrower shall provide the Holder with prior notification of any meeting of the Borrower’s shareholders (and copies of proxy materials and other information sent to shareholders). In the event of any taking by the Borrower of a record of its shareholders for the purpose of determining shareholders who are entitled to receive payment of any dividend or other distribution, any right to subscribe for, purchase or otherwise acquire (including by way of merger, consolidation, reclassification or recapitalization) any share of any class or any other securities or property, or to receive any other right, or for the purpose of determining shareholders who are entitled to vote in connection with any change in control or any proposed liquidation, dissolution or winding up of the Borrower, the Borrower shall mail a notice to the Holder, at least twenty (20) days prior to the record date specified therein (or thirty (30) days prior to the consummation of the transaction or event, whichever is earlier), of the date on which any such record is to be taken for the purpose of such dividend, distribution, right or other event, and a brief statement regarding the amount and character of such dividend, distribution, right or other event to the extent known at such time. The Borrower shall make a public announcement of any event requiring notification to the Holder hereunder substantially simultaneously with the notification to the Holder in accordance with the terms of this Section 4.9.

 

13

 

 

4.10 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

4.11 Construction; Headings. This Note shall be deemed to be jointly drafted by the Company and all the Holder and shall not be construed against any person as the drafter hereof. The headings of this Note are for convenience of reference and shall not form part of, or affect the interpretation of, this Note.

 

4.12 Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Holder in order to enforce any right or remedy under this Note. Notwithstanding any provision to the contrary contained in this Note, it is expressly agreed and provided that the total liability of the Company under this Note for payments which under the applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under the applicable law in the nature of interest that the Company may be obligated to pay under this Note exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by applicable law and applicable to this Note is increased or decreased by statute or any official governmental action subsequent to the Issue Date, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Note from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Holder with respect to indebtedness evidenced by this the Note, such excess shall be applied by the Holder to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Holder’s election.

 

4.13 Severability. In the event that any provision of this Note is invalid or unenforceable under any applicable statute or rule of law (including any judicial ruling), then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Note.

 

4.14 Terms of Future Financings. So long as this Note is outstanding, upon any issuance by the Borrower or any of its subsidiaries of any security, or amendment to a security that was originally issued before the Issue Date, with any term that the Holder reasonably believes is more favorable to the holder of such security or with a term in favor of the holder of such security that the Holder reasonably believes was not similarly provided to the Holder in this Note (even if the holder of such other security does not receive the benefit of such more favorable term until a default occurs under such other security), then (i) the Borrower shall notify the Holder of such additional or more favorable term within one (1) business day of the issuance and/or amendment (as applicable) of the respective security, and (ii) such term, at Holder’s option, shall become a part of the transaction documents with the Holder (regardless of whether the Borrower complied with the notification provision of this Section 4.14). The types of terms contained in another security that may be more favorable to the holder of such security include, but are not limited to, terms addressing prepayment rate, interest rates, and original issue discounts.

 

14

 

 

4.15 Dispute Resolution. In the case of a dispute as to the determination of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, Issue, Closing or Maturity Date, the closing bid price, or fair market value (as the case may be) or the arithmetic calculation of the Conversion Price or the applicable prepayment amount(s) (as the case may be), the Borrower or the Holder shall submit the disputed determinations or arithmetic calculations via facsimile (i) within one (1) Trading Day after receipt of the applicable notice giving rise to such dispute to the Borrower or the Holder or (ii) if no notice gave rise to such dispute, at any time after the Holder learned of the circumstances giving rise to such dispute. If the Holder and the Borrower are unable to agree upon such determination or calculation within one (1) Trading Day of such disputed determination or arithmetic calculation (as the case may be) being submitted to the Borrower or the Holder, then the Borrower shall, within one (1) Trading Day, submit (a) the disputed determination of the Conversion Price, the closing bid price, the or fair market value (as the case may be) to an independent, reputable investment bank selected by the Borrower and approved by the Holder or (b) the disputed arithmetic calculation of the Conversion Price, Conversion Amount, any prepayment amount or Default Amount, to an independent, outside accountant selected by the Holder that is reasonably acceptable to the Borrower. The Borrower shall cause at its expense the investment bank or the accountant to perform the determinations or calculations and notify the Borrower and the Holder of the results no later than one (1) Trading Day from the time it receives such disputed determinations or calculations. Such investment bank’s or accountant’s determination or calculation shall be binding upon all parties absent demonstrable error.

 

4.16 Right of First Refusal. If at any time while this Note is outstanding, the Borrower has a bona fide offer of capital or financing from any 3rd party, that the Borrower intends to act upon, then the Borrower must first offer such opportunity to the Holder to provide such capital or financing to the Borrower on the same terms as each respective 3rd party’s terms. Should the Holder be unwilling or unable to provide such capital or financing to the Borrower within five (5) Trading Days from Holder’s receipt of written notice of the offer (the “Offer Notice”) from the Borrower, then the Borrower may obtain such capital or financing from that respective 3rd party upon the exact same terms and conditions offered by the Borrower to the Holder, which transaction must be completed within 30 days after the date of the Offer Notice. If the Borrower does not receive the capital or financing from the respective 3rd party within 30 days after the date of the respective Offer Notice, then the Borrower must again offer the capital or financing opportunity to the Holder as described above, and the process detailed above shall be repeated. The Offer Notice must be sent via electronic mail to admin@masthillfund.com.

 

 

[signature page follows]

 

15

 

 

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer on March 8, 2023.

 

GZ6G TECHNOLOGIES CORP.

 

By:    
  Name: William Smith  
  Title: Chief Executive Officer  

 

16

 

 

EXHIBIT A -- NOTICE OF CONVERSION

 

The undersigned hereby elects to convert $ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of GZ6G TECHNOLOGIES CORP., a Nevada corporation (the “Borrower”), according to the conditions of the promissory note of the Borrower dated as of March 8, 2023 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

 

Box Checked as to applicable instructions:

 

  ☐ The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).
     
    Name of DTC Prime Broker:
    Account Number:

 

  ☐

The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

 

  Date of Conversion:    
  Applicable Conversion Price: $  
 

Number of Shares of Common Stock to be
        Issued Pursuant to Conversion of the Note:

 

 

  
  Amount of Principal Balance Due remaining
        Under the Note after this conversion:

 

 

  

 

  By:    
  Name:    
  Title:    
  Date:    

 

 

 EX-10.61 6 f10kexex10-61_gz6gtechno.htm EX-10.61

 

Exhibit 10.61

 

SECURITIES PURCHASE AGREEMENT

 

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 8, 2023, by and between GZ6G TECHNOLOGIES CORP., a Nevada corporation, with headquarters located at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and MAST HILL FUND, L.P., a Delaware limited partnership, with its address at 48 Parker Road, Wellesley, MA 02482 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by Section 4(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and Rule 506(b) promulgated by the United States Securities and Exchange Commission (the “SEC”) under the 1933 Act;

 

B. Buyer desires to purchase from the Company, and the Company desires to issue and sell to the Buyer, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the aggregate principal amount of $293,000.00 (as the principal amount thereof may be increased pursuant to the terms thereof, and together with any note(s) issued in replacement thereof or as a dividend thereon or otherwise with respect thereto in accordance with the terms thereof, in the form attached hereto as Exhibit A, the “Note”), convertible into shares of common stock, $0.001 par value per share, of the Company (the “Common Stock”), upon the terms and subject to the limitations and conditions set forth in such Note; and

 

C. The Buyer wishes to purchase, upon the terms and conditions stated in this Agreement, such principal amount of the Note as is set forth immediately below its name on the signature pages hereto; and

 

D. The Company wishes to issue a common stock purchase warrant to purchase 11,720,000 shares of Common Stock (the “Warrant”) to the Buyer as additional consideration for the purchase of the Note, which shall be earned in full as of the Closing Date, as further provided herein.

 

NOW THEREFORE, in consideration of the foregoing and of the agreements and covenants herein contained, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and the Buyer hereby agree as follows:

 

1. Purchase and Sale of Note.

 

a. Purchase of Note. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer, and the Buyer agrees to purchase from the Company, the Note, as further provided herein. As used in this Agreement, the term “business day” shall mean any day other than a Saturday, Sunday, or a day on which commercial banks in the city of New York, New York are authorized or required by law or executive order to remain closed.

 

b. Form of Payment. On the Closing Date: (i) the Buyer shall pay the purchase price of $263,700.00 (the “Purchase Price”) for the Note, to be issued and sold to it at the Closing (as defined below), by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Note, and (ii) the Company shall deliver such duly executed Note and Warrant on behalf of the Company, to the Buyer, against delivery of such Purchase Price. On the Closing, the Buyer shall withhold a non-accountable sum of $5,000.00 from the Purchase Price to cover the Buyer’s legal fees in connection with the transactions contemplated by this Agreement.

 

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Note pursuant to this Agreement (the “Closing Date”) shall be on the date that the Purchase Price for the Note is paid by Buyer pursuant to terms of this Agreement.

 

d. Closing. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties (including via exchange of electronic signatures).

 

1

 

 

e. Warrant. On or before the Closing Date, the Company shall issue the Warrant to the Buyer pursuant to the terms of contained therein.

 

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company as of the Closing Date that:

 

a. Investment Purpose. As of the Closing Date, the Buyer is purchasing the Note and Warrant (the Note, Warrant, shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (the “Conversion Shares”), and shares of Common Stock issuable upon exercise of or otherwise pursuant to the Warrant (the “Exercise Shares”) shall collectively be referred to herein as the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act; provided, however, that by making the representations herein, the Buyer does not agree to hold any of the Securities for any minimum or other specific term and reserves the right to dispose of the Securities at any time in accordance with or pursuant to a registration statement or an exemption under the 1933 Act.

 

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

 

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

d. Information. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, furnished with all materials relating to the business, finances and operations of the Company and materials relating to the offer and sale of the Securities which have been requested by the Buyer or its advisors. The Buyer and its advisors, if any, have been, and for so long as the Note remains outstanding will continue to be, afforded the opportunity to ask questions of the Company regarding its business and affairs. Notwithstanding the foregoing, the Company has not disclosed to the Buyer any material nonpublic information regarding the Company or otherwise and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer. Neither such inquiries nor any other due diligence investigation conducted by Buyer or any of its advisors or representatives shall modify, amend or affect Buyer’s right to rely on the Company’s representations and warranties contained in Section 3 below.

 

e. Governmental Review. The Buyer understands that no United States federal or state agency or any other government or governmental agency has passed upon or made any recommendation or endorsement of the Securities.

 

2

 

 

f. Transfer or Re-sale. The Buyer understands that (i) the sale or resale of the Securities has not been and is not being registered under the 1933 Act or any applicable state securities laws, and the Securities may not be transferred unless (a) the Securities are sold pursuant to an effective registration statement under the 1933 Act, (b) the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel (which may be the Legal Counsel Opinion (as defined below)) that shall be in form, substance and scope customary for opinions of counsel in comparable transactions to the effect that the Securities to be sold or transferred may be sold or transferred pursuant to an exemption from such registration, which opinion shall be accepted by the Company, (c) the Securities are sold or transferred to an “affiliate” (as defined in Rule 144 promulgated under the 1933 Act (or a successor rule) (“Rule 144”)) of the Buyer who agrees to sell or otherwise transfer the Securities only in accordance with this Section 2(f) and who is an Accredited Investor, (d) the Securities are sold pursuant to Rule 144 or other applicable exemption, or (e) the Securities are sold pursuant to Regulation S under the 1933 Act (or a successor rule) (“Regulation S”), and the Buyer shall have delivered to the Company, at the cost of the Company, an opinion of counsel that shall be in form, substance and scope customary for opinions of counsel in corporate transactions, which opinion shall be accepted by the Company; (ii) any sale of such Securities made in reliance on Rule 144 may be made only in accordance with the terms of said Rule and further, if said Rule is not applicable, any re-sale of such Securities under circumstances in which the seller (or the person through whom the sale is made) may be deemed to be an underwriter (as that term is defined in the 1933 Act) may require compliance with some other exemption under the 1933 Act or the rules and regulations of the SEC thereunder; and (iii) neither the Company nor any other person is under any obligation to register such Securities under the 1933 Act or any state securities laws or to comply with the terms and conditions of any exemption thereunder (in each case). Notwithstanding the foregoing or anything else contained herein to the contrary, the Securities may be pledged in connection with a bona fide margin account or other lending arrangement secured by the Securities, and such pledge of Securities shall not be deemed to be a transfer, sale or assignment of the Securities hereunder, and the Buyer in effecting such pledge of Securities shall be not required to provide the Company with any notice thereof or otherwise make any delivery to the Company pursuant to this Agreement or otherwise.

 

g. Legends. The Buyer understands that until such time as the Note, Warrant, Conversion Shares, and/or Exercise Shares, have been registered under the 1933 Act or may be sold pursuant to Rule 144, Rule 144A under the 1933 Act, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, the Securities may bear a restrictive legend in substantially the following form (and a stop-transfer order may be placed against transfer of such Securities):

 

“NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE [CONVERTIBLE/EXERCISABLE] HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144, RULE 144A, REGULATION S, OR OTHER APPLICABLE EXEMPTION UNDER SAID ACT. NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

 

The legend set forth above shall be removed and the Company shall issue a certificate or book entry statement for the applicable shares of Common Stock without such legend to the holder of any Security upon which it is stamped or (as requested by such holder) issue the applicable shares of Common Stock to such holder by electronic delivery by crediting the account of such holder’s broker with The Depository Trust Company (“DTC”), if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) the Company or the Buyer provides the Legal Counsel Opinion (as contemplated by and in accordance with Section 4(m) hereof) to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Company shall be responsible for the fees of its transfer agent and all DTC fees associated with any such issuance. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not accept the opinion of counsel provided by the Buyer with respect to the transfer of Securities pursuant to an exemption from registration, such as Rule 144, Rule 144A, Regulation S, or other applicable exemption at the Deadline (as defined in the Note), it will be considered an Event of Default pursuant to Section 3.2 of the Note.

 

3

 

 

h. Authorization; Enforcement. This Agreement has been duly and validly authorized by the Buyer and has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and except as may be limited by the exercise of judicial discretion in applying principles of equity.

 

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer as of the Closing Date that:

 

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. Schedule 3(a), if attached hereto, sets forth a list of all of the Subsidiaries of the Company and the jurisdiction in which each is incorporated. The Company and each of its Subsidiaries is duly qualified as a foreign corporation to do business and is in good standing in every jurisdiction in which its ownership or use of property or the nature of the business conducted by it makes such qualification necessary except where the failure to be so qualified or in good standing would not have a Material Adverse Effect. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

 

b. Authorization; Enforcement. The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note, and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Warrant, the Note, Conversion Shares, and the Exercise Shares by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note, Warrant, as well as the issuance and reservation for issuance of the Conversion Shares and Exercise Shares issuable upon conversion of the Note and/or exercise of the Warrant) have been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, its shareholders, or its debt holders is required, (iii) this Agreement and the Note (together with any other instruments executed in connection herewith or therewith) have been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement, the Note and the other instruments documents executed in connection herewith or therewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with their terms.

 

c. Capitalization; Governing Documents. As of March 8, 2023, the authorized capital stock of the Company consists of: 500,000,000 authorized shares of Common Stock, of which 114,866,020 shares were issued and outstanding, and 10,000,001 authorized shares of preferred stock (consisting of 10,000,000 shares of Series A preferred stock and 1 share of Series B preferred stock), of which 5,000,001 shares were issued and outstanding (consisting of 5,000,000 shares of Series A preferred stock and 1 share of Series B preferred stock). All of such outstanding shares of capital stock of the Company, the Conversion Shares, and the Exercise Shares are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. No shares of capital stock of the Company are subject to preemptive rights or any other similar rights of the shareholders of the Company or any liens or encumbrances imposed through the actions or failure to act of the Company. As of the effective date of this Agreement, other than as publicly announced prior to such date and reflected in the SEC Documents of the Company (i) there are no outstanding options, warrants, scrip, rights to subscribe for, puts, calls, rights of first refusal, agreements, understandings, claims or other commitments or rights of any character whatsoever relating to, or securities or rights convertible into or exchangeable for any shares of capital stock of the Company or any of its Subsidiaries, or arrangements by which the Company or any of its Subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its Subsidiaries, (ii) there are no agreements or arrangements under which the Company or any of its Subsidiaries is obligated to register the sale of any of its or their securities under the 1933 Act and (iii) there are no anti-dilution or price adjustment provisions contained in any security issued by the Company (or in any agreement providing rights to security holders) that will be triggered by the issuance of any of the Securities. The Company has furnished to the Buyer true and correct copies of the Company’s Certificate of Incorporation as in effect on the date hereof (“Certificate of Incorporation”), the Company’s By-laws, as in effect on the date hereof (the “By-laws”), and the terms of all securities convertible into or exercisable for Common Stock of the Company and the material rights of the holders thereof in respect thereto.

 

4

 

 

d. Issuance of Conversion Shares and Exercise Shares. The Conversion Shares and Exercise Shares are duly authorized and reserved for issuance and, upon conversion of the Note and/or exercise of the Warrant in accordance with its terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

e. Issuance of Warrant. The issuance of the Warrant is duly authorized and will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the holder thereof.

 

f. Acknowledgment of Dilution. The Company understands and acknowledges the potentially dilutive effect of the Conversion Shares and Exercise Shares to the Common Stock upon the conversion of the Note and/or exercise of the Warrant. The Company further acknowledges that its obligation to issue, upon conversion of the Note and/or exercise of the Warrant, the Conversion Shares and/or Exercise Shares, are absolute and unconditional regardless of the dilutive effect that such issuance may have on the ownership interests of other shareholders of the Company.

 

g. No Conflicts. The execution, delivery and performance of this Agreement and the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the issuance and reservation for issuance of the Conversion Shares and Exercise Shares) will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, note, evidence of indebtedness, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities is subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect), or (iv) trigger any anti-dilution and/or ratchet provision contained in any other contract in which the Company is a party thereto or any security issued by the Company. Neither the Company nor any of its Subsidiaries is in violation of its Certificate of Incorporation, By-laws or other organizational documents and neither the Company nor any of its Subsidiaries is in default (and no event has occurred which with notice or lapse of time or both could put the Company or any of its Subsidiaries in default) under, and neither the Company nor any of its Subsidiaries has taken any action or failed to take any action that would give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its Subsidiaries is a party or by which any property or assets of the Company or any of its Subsidiaries is bound or affected, except for possible defaults as would not, individually or in the aggregate, have a Material Adverse Effect. The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. Except as specifically contemplated by this Agreement and as required under the 1933 Act and any applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court, governmental agency, regulatory agency, self-regulatory organization or stock market or any third party in order for it to execute, deliver or perform any of its obligations under this Agreement and the Note in accordance with the terms hereof or thereof or to issue and sell the Note in accordance with the terms hereof and, upon conversion of the Note and/or exercise of the Warrant, issue Conversion Shares and/or Exercise Shares as applicable. All consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence have been obtained or effected on or prior to the date hereof. The Company is not in violation of the listing requirements of the Principal Market (as defined herein) and does not reasonably anticipate that the Common Stock will be delisted by the Principal Market in the foreseeable future. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing. The “Principal Market” shall mean the principal securities exchange or trading market where such Common Stock is listed or traded, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.

 

5

 

 

h. SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). As of their respective dates, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except as set forth in the financial statements of the Company included in the SEC Documents, the Company has no liabilities, contingent or otherwise, other than (i) liabilities incurred in the ordinary course of business subsequent to September 30, 2022, and (ii) obligations under contracts and commitments incurred in the ordinary course of business and not required under generally accepted accounting principles to be reflected in such financial statements, which, individually or in the aggregate, are not material to the financial condition or operating results of the Company. The Company is subject to the reporting requirements of the 1934 Act. The Company has not been a “shell company” as described in Rule 144(i)(1)(i) since October 1, 2020.

 

i. Absence of Certain Changes. Since September 30, 2022, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

 

j. Absence of Litigation. There is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The SEC Documents contain a complete list and summary description of any pending or, to the knowledge of the Company, threatened proceeding against or affecting the Company or any of its Subsidiaries, without regard to whether it would have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

k. Intellectual Property. The Company and each of its Subsidiaries owns or possesses the requisite licenses or rights to use all patents, patent applications, patent rights, inventions, know-how, trade secrets, trademarks, trademark applications, service marks, service names, trade names and copyrights (“Intellectual Property”) necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); there is no claim or action by any person pertaining to, or proceeding pending, or to the Company’s knowledge threatened, which challenges the right of the Company or of a Subsidiary with respect to any Intellectual Property necessary to enable it to conduct its business as now operated (and, as presently contemplated to be operated in the future); to the best of the Company’s knowledge, the Company’s or its Subsidiaries’ current and intended products, services and processes do not infringe on any Intellectual Property or other rights held by any person; and the Company is unaware of any facts or circumstances which might give rise to any of the foregoing. The Company and each of its Subsidiaries have taken reasonable security measures to protect the secrecy, confidentiality and value of their Intellectual Property.

 

6

 

 

l. No Materially Adverse Contracts, Etc. Neither the Company nor any of its Subsidiaries is subject to any charter, corporate or other legal restriction, or any judgment, decree, order, rule or regulation which in the judgment of the Company’s officers has or is expected in the future to have a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is a party to any contract or agreement which in the judgment of the Company’s officers has or is expected to have a Material Adverse Effect.

 

m. Tax Status. The Company and each of its Subsidiaries has made or filed all federal, state and foreign income and all other tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its Subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provisions reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim. The Company has not executed a waiver with respect to the statute of limitations relating to the assessment or collection of any foreign, federal, state or local tax. None of the Company’s tax returns is presently being audited by any taxing authority.

 

n. Transactions with Affiliates. Except for arm’s length transactions pursuant to which the Company or any of its Subsidiaries makes payments in the ordinary course of business upon terms no less favorable than the Company or any of its Subsidiaries could obtain from third parties and other than the grant of stock options described in the SEC Documents, none of the officers, directors, or employees of the Company is presently a party to any transaction with the Company or any of its Subsidiaries (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any corporation, partnership, trust or other entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner.

 

o. Disclosure. All information relating to or concerning the Company or any of its Subsidiaries set forth in this Agreement and provided to the Buyer pursuant to Section 2(d) hereof and otherwise in connection with the transactions contemplated hereby is true and correct in all material respects and the Company has not omitted to state any material fact necessary in order to make the statements made herein or therein, in light of the circumstances under which they were made, not misleading. No event or circumstance has occurred or exists with respect to the Company or any of its Subsidiaries or its or their business, properties, prospects, operations or financial conditions, which, under applicable law, rule or regulation, requires public disclosure or announcement by the Company but which has not been so publicly announced or disclosed (assuming for this purpose that the Company’s reports filed under the 1934 Act are being incorporated into an effective registration statement filed by the Company under the 1933 Act).

 

p. Acknowledgment Regarding Buyer’s Purchase of Securities. The Company acknowledges and agrees that the Buyer is acting solely in the capacity of arm’s length purchaser with respect to this Agreement and the transactions contemplated hereby. The Company further acknowledges that the Buyer is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to this Agreement and the transactions contemplated hereby and any statement made by the Buyer or any of its respective representatives or agents in connection with this Agreement and the transactions contemplated hereby is not advice or a recommendation and is merely incidental to the Buyer’s purchase of the Securities. The Company further represents to the Buyer that the Company’s decision to enter into this Agreement has been based solely on the independent evaluation of the Company and its representatives.

 

7

 

 

q. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

 

r. No Brokers; No Solicitation. Except with respect to J. H. Darbie & Co., a registered broker-dealer (CRD#: 43520), the Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby. The Company acknowledges and agrees that neither the Buyer nor its employee(s), member(s), beneficial owner(s), or partner(s) solicited the Company to enter into this Agreement and consummate the transactions described in this Agreement.

 

s. Permits; Compliance. The Company and each of its Subsidiaries is in possession of all franchises, grants, authorizations, licenses, permits, easements, variances, exemptions, consents, certificates, approvals and orders necessary to own, lease and operate its properties and to carry on its business as it is now being conducted (collectively, the “Company Permits”), and there is no action pending or, to the knowledge of the Company, threatened regarding suspension or cancellation of any of the Company Permits. Neither the Company nor any of its Subsidiaries is in conflict with, or in default or violation of, any of the Company Permits, except for any such conflicts, defaults or violations which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect. Since September 30, 2022, neither the Company nor any of its Subsidiaries has received any notification with respect to possible conflicts, defaults or violations of applicable laws, except for notices relating to possible conflicts, defaults or violations, which conflicts, defaults or violations would not have a Material Adverse Effect.

 

t. Environmental Matters.

 

(i) There are, to the Company’s knowledge, with respect to the Company or any of its Subsidiaries or any predecessor of the Company, no past or present violations of Environmental Laws (as defined below), releases of any material into the environment, actions, activities, circumstances, conditions, events, incidents, or contractual obligations which may give rise to any common law environmental liability or any liability under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 or similar federal, state, local or foreign laws and neither the Company nor any of its Subsidiaries has received any notice with respect to any of the foregoing, nor is any action pending or, to the Company’s knowledge, threatened in connection with any of the foregoing. The term “Environmental Laws” means all federal, state, local or foreign laws relating to pollution or protection of human health or the environment (including, without limitation, ambient air, surface water, groundwater, land surface or subsurface strata), including, without limitation, laws relating to emissions, discharges, releases or threatened releases of chemicals, pollutants contaminants, or toxic or hazardous substances or wastes (collectively, “Hazardous Materials”) into the environment, or otherwise relating to the manufacture, processing, distribution, use, treatment, storage, disposal, transport or handling of Hazardous Materials, as well as all authorizations, codes, decrees, demands or demand letters, injunctions, judgments, licenses, notices or notice letters, orders, permits, plans or regulations issued, entered, promulgated or approved thereunder.

 

(ii) Other than those that are or were stored, used or disposed of in compliance with applicable law, no Hazardous Materials are contained on or about any real property currently owned, leased or used by the Company or any of its Subsidiaries, and no Hazardous Materials were released on or about any real property previously owned, leased or used by the Company or any of its Subsidiaries during the period the property was owned, leased or used by the Company or any of its Subsidiaries, except in the normal course of the Company’s or any of its Subsidiaries’ business.

 

(iii) There are no underground storage tanks on or under any real property owned, leased or used by the Company or any of its Subsidiaries that are not in compliance with applicable law.

 

8

 

 

u. Title to Property. The Company and its Subsidiaries have good and marketable title in fee simple to all real property and good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case free and clear of all liens, encumbrances and defects except such as are described in Schedule 3(u), if attached hereto, or such as would not have a Material Adverse Effect. Any real property and facilities held under lease by the Company and its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as would not have a Material Adverse Effect.

 

v. Insurance. The Company and each of its Subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its Subsidiaries are engaged. Neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not have a Material Adverse Effect. Upon written request the Company will provide to the Buyer true and correct copies of all policies relating to directors’ and officers’ liability coverage, errors and omissions coverage, and commercial general liability coverage.

 

w. Internal Accounting Controls. The Company and each of its Subsidiaries maintain a system of internal accounting controls sufficient, in the judgment of the Company’s board of directors, to provide reasonable assurance that (i) transactions are executed in accordance with management’s general or specific authorizations, (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences.

 

x. Foreign Corrupt Practices. Neither the Company, nor any of its Subsidiaries, nor any director, officer, agent, employee or other person acting on behalf of the Company or any Subsidiary has, in the course of his actions for, or on behalf of, the Company, used any corporate funds for any unlawful contribution, gift, entertainment or other unlawful expenses relating to political activity; made any direct or indirect unlawful payment to any foreign or domestic government official or employee from corporate funds; violated or is in violation of any provision of the U.S. Foreign Corrupt Practices Act of 1977, as amended, or made any bribe, rebate, payoff, influence payment, kickback or other unlawful payment to any foreign or domestic government official or employee.

 

y. Solvency. The Company (after giving effect to the transactions contemplated by this Agreement) is solvent (i.e., its assets have a fair market value in excess of the amount required to pay its probable liabilities on its existing debts as they become absolute and matured) and currently the Company has no information that would lead it to reasonably conclude that the Company would not, after giving effect to the transaction contemplated by this Agreement, have the ability to, nor does it intend to take any action that would impair its ability to, pay its debts from time to time incurred in connection therewith as such debts mature. The Company’s financial statements for its most recent fiscal year end and interim financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

 

z. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

 

aa. No Off Balance Sheet Arrangements. There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

 

9

 

 

bb. No Disqualification Events. None of the Company, any of its predecessors, any affiliated issuer, any director, executive officer, other officer of the Company participating in the offering hereunder, any beneficial owner of 20% or more of the Company’s outstanding voting equity securities, calculated on the basis of voting power, nor any promoter (as that term is defined in Rule 405 under the 1933 Act) connected with the Company in any capacity at the time of sale (each, an “Issuer Covered Person”) is subject to any of the “Bad Actor” disqualifications described in Rule 506(d)(1)(i) to (viii) under the 1933 Act (a “Disqualification Event”), except for a Disqualification Event covered by Rule 506(d)(2) or (d)(3). The Company has exercised reasonable care to determine whether any Issuer Covered Person is subject to a Disqualification Event.

 

cc. Manipulation of Price. The Company has not, and to its knowledge no one acting on its behalf has: (i) taken, directly or indirectly, any action designed to cause or to result, or that could reasonably be expected to cause or result, in the stabilization or manipulation of the price of any security of the Company to facilitate the sale or resale of any of the Securities, (ii) sold, bid for, purchased, or paid any compensation for soliciting purchases of, any of the Securities, or (iii) paid or agreed to pay to any person any compensation for soliciting another to purchase any other securities of the Company.

 

dd. Bank Holding Company Act. Neither the Company nor any of its Subsidiaries is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”) and to regulation by the Board of Governors of the Federal Reserve System (the “Federal Reserve”). Neither the Company nor any of its Subsidiaries or affiliates owns or controls, directly or indirectly, five percent (5%) or more of the outstanding shares of any class of voting securities or twenty-five percent (25%) or more of the total equity of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve. Neither the Company nor any of its Subsidiaries or affiliates exercises a controlling influence over the management or policies of a bank or any entity that is subject to the BHCA and to regulation by the Federal Reserve.

 

ee. Illegal or Unauthorized Payments; Political Contributions. Neither the Company nor any of its Subsidiaries nor, to the Company’s knowledge, any of the officers, directors, employees, agents or other representatives of the Company or any of its Subsidiaries or any other business entity or enterprise with which the Company or any Subsidiary is or has been affiliated or associated, has, directly or indirectly, made or authorized any payment, contribution or gift of money, property, or services, whether or not in contravention of applicable law, (i) as a kickback or bribe to any person or (ii) to any political organization, or the holder of or any aspirant to any elective or appointive public office except for personal political contributions not involving the direct or indirect use of funds of the Company or any of its Subsidiaries.

 

ff. Breach of Representations and Warranties by the Company. The Company agrees that if the Company breaches any of the representations or warranties set forth in this Section 3 and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section 3.4 of the Note.

 

4. ADDITIONAL COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS.

 

a. Best Efforts. The parties shall use their best efforts to satisfy timely each of the conditions described in Section 6 and 7 of this Agreement.

 

b. Form D; Blue Sky Laws. The Company agrees to file a Form D with respect to the Securities if required under Regulation D and to provide a copy thereof to the Buyer promptly after such filing. The Company shall, on or before the Closing Date, take such action as the Company shall reasonably determine is necessary to qualify the Securities for sale to the Buyer at the applicable closing pursuant to this Agreement under applicable securities or “blue sky” laws of the states of the United States (or to obtain an exemption from such qualification), and shall provide evidence of any such action so taken to the Buyer on or prior to the Closing Date.

 

c. Use of Proceeds. The Company shall use the proceeds for business development, and not for any other purpose, including but not limited to (i) the repayment of any indebtedness owed to officers, directors or employees of the Company or their affiliates, (ii) the repayment of any debt issued in corporate finance transactions, (iii) any loan to or investment in any other corporation, partnership, enterprise or other person (except in connection with the Company’s currently existing operations), (iv) any loan, credit, or advance to any officers, directors, employees, or affiliates of the Company, or (v) in violation or contravention of any applicable law, rule or regulation.

 

10

 

 

d. Right of Participation and First Refusal.

 

(i) Other than arrangements that are in place or disclosed in SEC Documents prior to the date of this Agreement, from the date of this Agreement until the Note is extinguished in its entirety, the Company will not, (i) directly or indirectly, offer, sell, grant any option to purchase, or otherwise dispose of (or announce any offer, sale, grant or any option to purchase or other disposition of) any of its or its Subsidiaries’ debt, equity, or equity equivalent securities, including without limitation any debt, preferred shares or other instrument or security that is, at any time during its life and/or under any circumstances, convertible into, exchangeable, or exercisable for Common Stock (any such offer, sale, grant, disposition or announcement being referred to as a “Subsequent Placement”) or (ii) enter into any definitive agreement with regard to the foregoing, in each case unless the Company shall have first complied with this Section 4(d).

 

(ii) The Company shall deliver to the Buyer an irrevocable written notice (the “Offer Notice”) of any proposed or intended Subsequent Placement, which shall (w) identify and describe the Subsequent Placement, (x) describe the price and other terms upon which they are to be issued, sold or exchanged, and the number or amount of the securities in the Subsequent Placement to be issued, sold, or exchanged and (y) offer to issue and sell to or exchange with the Buyer at least one hundred percent (100%) of the securities in the Subsequent Placement (in each case, an “Offer”).

 

(iii) To accept an Offer, in whole or in part, the Buyer must deliver a written notice (the “Notice of Acceptance”) to the Company prior to the end of the fifth (5th) Trading Day (as defined in the Note) after the Buyer’s receipt of the Offer Notice (the “Offer Period”), setting forth the amount that the Buyer elects to purchase (the “Subscription Amount”). The Company shall complete the Subsequent Placement and issue and sell the Subscription Amount to the Buyer upon terms and conditions (including, without limitation, unit prices and interest rates) set forth in the Offer Notice, unless a change to such terms and conditions is agreed to in writing between the Company and Buyer.

 

(iv) Notwithstanding anything to the contrary contained herein, if the Company desires to modify or amend the terms or conditions of a Subsequent Placement at any time after the Offer Notice is given to Buyer (provided, however, that such modification or amendment to the terms or conditions cannot occur during any Offer Period), the Company shall deliver to the Buyer a new Offer Notice and the Offer Period of such new Offer shall expire at the end of the fifth (5th) Trading Day after the Buyer’s receipt of such new Offer Notice.

 

(v) Notwithstanding the foregoing, this Section 4(d) of this Agreement shall not apply to issuances of Common Stock that have been registered by the Company in its registration statement filed on May 17, 2021; effective September 27, 2021 as well as issuances to eSilkroad Network Limited pursuant to that certain loan treaty agreement dated on or around December 21, 2020.

 

e. Usury. To the extent it may lawfully do so, the Company hereby agrees not to insist upon or plead or in any manner whatsoever claim, and will resist any and all efforts to be compelled to take the benefit or advantage of, usury laws wherever enacted, now or at any time hereafter in force, in connection with any action or proceeding that may be brought by the Buyer in order to enforce any right or remedy under this Agreement, the Note and any document, agreement or instrument contemplated thereby. Notwithstanding any provision to the contrary contained in this Agreement, the Note and any document, agreement or instrument contemplated thereby, it is expressly agreed and provided that the total liability of the Company under this Agreement, the Note or any document, agreement or instrument contemplated thereby for payments which under applicable law are in the nature of interest shall not exceed the maximum lawful rate authorized under applicable law (the “Maximum Rate”), and, without limiting the foregoing, in no event shall any rate of interest or default interest, or both of them, when aggregated with any other sums which under applicable law in the nature of interest that the Company may be obligated to pay under this Agreement, the Note and any document, agreement or instrument contemplated thereby exceed such Maximum Rate. It is agreed that if the maximum contract rate of interest allowed by law applicable to this Agreement, the Note and any document, agreement or instrument contemplated thereby is increased or decreased by statute or any official governmental action subsequent to the date hereof, the new maximum contract rate of interest allowed by law will be the Maximum Rate applicable to this Agreement, the Note and any document, agreement or instrument contemplated thereby from the effective date thereof forward, unless such application is precluded by applicable law. If under any circumstances whatsoever, interest in excess of the Maximum Rate is paid by the Company to the Buyer with respect to indebtedness evidenced by this Agreement, the Note and any document, agreement or instrument contemplated thereby, such excess shall be applied by the Buyer to the unpaid principal balance of any such indebtedness or be refunded to the Company, the manner of handling such excess to be at the Buyer’s election.

 

f. Restriction on Activities. Commencing as of the date first above written, and until the earlier of payment of the Note in full or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business.

 

11

 

 

g. Listing. The Company will, so long as the Buyer owns any of the Securities, maintain the listing and trading of its Common Stock on the Principal Market or any equivalent replacement exchange or electronic quotation system (including but not limited to the Pink Sheets electronic quotation system) and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable. The Company shall promptly provide to the Buyer copies of any notices it receives from the Principal Market and any other exchanges or electronic quotation systems on which the Common Stock is then traded regarding the continued eligibility of the Common Stock for listing on such exchanges and quotation systems.

 

h. Corporate Existence. The Company will, so long as the Buyer beneficially owns any of the Securities, maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading or quotation on the Principal Market, any tier of the NASDAQ Stock Market, the New York Stock Exchange or the NYSE MKT.

 

i. No Integration. The Company shall not make any offers or sales of any security (other than the Securities) under circumstances that would require registration of the Securities being offered or sold hereunder under the 1933 Act or cause the offering of the Securities to be integrated with any other offering of securities by the Company for the purpose of any stockholder approval provision applicable to the Company or its securities.

 

j. Compliance with 1934 Act; Public Information Failures. For so long as the Buyer beneficially owns the Note or Conversion Shares, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

 

k. Acknowledgement Regarding Buyer’s Trading Activity. Until the Note is fully repaid or fully converted, the Buyer shall not effect any “short sale” (as such term is defined in Rule 200 of Regulation SHO of the 1934 Act) of the Common Stock which establishes a net short position with respect to the Common Stock.

 

l. Legal Counsel Opinions. Upon the request of the Buyer from to time to time, the Company shall be responsible (at its cost) for promptly supplying to the Company’s transfer agent and the Buyer a customary legal opinion letter of its counsel (the “Legal Counsel Opinion”) to the effect that the resale of the Conversion Shares and/or Exercise Shares by the Buyer or its affiliates, successors and assigns is exempt from the registration requirements of the 1933 Act pursuant to Rule 144 (provided the requirements of Rule 144 are satisfied and provided the Conversion Shares and/or Exercise Shares are not then registered under the 1933 Act for resale pursuant to an effective registration statement) or other applicable exemption (provided the requirements of such other applicable exemption are satisfied). In addition, the Buyer may (at the Company’s cost) at any time secure its own legal counsel to issue the Legal Counsel Opinion, and the Company will instruct its transfer agent to accept such opinion. The Company hereby agrees that it may never take the position that it is a “shell company” in connection with its obligations under this Agreement or otherwise.

 

m. Piggy-back Registration Rights. The Company hereby grants to the Buyer the piggy-back registration rights set forth on Exhibit B hereto.

 

n. Most Favored Nation. While the Note or any principal amount, interest or fees or expenses due thereunder remain outstanding and unpaid, the Company shall not enter into any public or private offering of its securities (including securities convertible into shares of Common Stock) with any individual or entity (an “Other Investor”) that has the effect of establishing rights or otherwise benefiting such Other Investor in a manner more favorable in any material respect to such Other Investor (even if the Other Investor does not receive the benefit of such more favorable term until a default occurs under such other security) than the rights and benefits established in favor of the Buyer by this Agreement or the Note unless, in any such case, the Buyer has been provided with such rights and benefits pursuant to a definitive written agreement or agreements between the Company and the Buyer.

 

12

 

 

o. Subsequent Variable Rate Transactions. From the date hereof until such time as the Note is fully converted or fully repaid, the Company shall be prohibited from effecting or entering into an agreement involving a Variable Rate Transaction. “Variable Rate Transaction” means a transaction in which the Company (i) issues or sells any debt or equity securities that are convertible into, exchangeable or exercisable for, or include the right to receive, additional shares of Common Stock either (A) at a conversion price, exercise price or exchange rate or other price that is based upon, and/or varies with, the trading prices of or quotations for the shares of Common Stock at any time after the initial issuance of such debt or equity securities or (B) with a conversion, exercise or exchange price that is subject to being reset at some future date after the initial issuance of such debt or equity security or upon the occurrence of specified or contingent events directly or indirectly related to the business of the Company or the market for the Common Stock or (ii) enters into any agreement, including, but not limited to, an equity line of credit, whereby the Company may issue securities at a future determined price. The Buyer shall be entitled to obtain injunctive relief against the Company to preclude any such issuance, which remedy shall be in addition to any right to collect damages.

 

p. Non-Public Information. The Company covenants and agrees that neither it, nor any other person acting on its behalf will provide the Buyer or its agents or counsel with any information that constitutes, or the Company reasonably believes constitutes, material non-public information, unless prior thereto the Buyer shall have consented to the receipt of such information and agreed with the Company to keep such information confidential. The Company understands and confirms that the Buyer shall be relying on the foregoing covenant in effecting transactions in securities of the Company. To the extent that the Company delivers any material, non-public information to the Buyer without such Buyer’s consent, the Company hereby covenants and agrees that such Buyer shall not have any duty of confidentiality to the Company, any of its Subsidiaries, or any of their respective officers, directors, agents, employees or affiliates, not to trade on the basis of, such material, non- public information, provided that the Buyer shall remain subject to applicable law. To the extent that any notice provided, information provided, or any other communications made by the Company, to the Buyer, constitutes or contains material non-public information regarding the Company or any Subsidiaries, the Company shall simultaneously file such notice or other material information with the SEC pursuant to a Current Report on Form 8-K. In addition to any other remedies provided by this Agreement or the related transaction documents, if the Company provides any material non-public information to the Buyer without their prior written consent, and it fails to immediately (no later than that business day) file a Form 8-K disclosing this material non-public information, it shall pay the Buyer as partial liquidated damages and not as a penalty a sum equal to $3,000 per day beginning with the day the information is disclosed to the Buyer and ending and including the day the Form 8-K disclosing this information is filed.

 

q. D&O Insurance. Within 60 calendar days of the Closing, the Company shall purchase director and officer insurance on behalf of the Company’s (including its subsidiary) officers and directors for a period of 18 months after the Closing with respect to any losses, claims, damages, liabilities, costs and expense in connection with any actual or threatened claim or proceeding that is based on, or arises out of their status as a director or officer of the Company. The insurance policy shall provide for two years of tail coverage.

 

r. Breach of Covenants. The Company acknowledges and agrees that if the Company breaches any of the covenants set forth in this Section 4, in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of Default under Section 3.3 of the Note.

 

13

 

 

5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to the Company’s transfer agent to issue certificates and/or issue shares electronically at the Buyer’s option, registered in the name of the Buyer or its nominee, upon conversion of the Note and/or exercise of the Warrant, the Conversion Shares and Exercise Shares, in such amounts as specified from time to time by the Buyer to the Company in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”). In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserved shares of Common Stock in the Reserved Amount (as defined in the Note)) signed by the successor transfer agent to the Company and the Company. Prior to registration of the Conversion Shares and/or Exercise Shares under the 1933 Act or the date on which the Conversion Shares and/or Exercise Shares may be sold pursuant to Rule 144, Rule 144A, Regulation S, or other applicable exemption without any restriction as to the number of Securities as of a particular date that can then be immediately sold, all such certificates or book entry shares shall bear the restrictive legend specified in Section 2(g) of this Agreement. The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5 will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Securities to be issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or upon exercise of or otherwise pursuant to the Warrant as and when required by the Note and this Agreement; (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Securities issued to the Buyer upon conversion of or otherwise pursuant to the Note and/or upon exercise of or otherwise pursuant to the Warrant as and when required by the Note, Warrant, and/or this Agreement and (iv) it will provide any required corporate resolutions and issuance approvals to its transfer agent within 6 hours of each conversion of the Note and/or exercise of the Warrant. Nothing in this Section shall affect in any way the Buyer’s obligations and agreement set forth in Section 2(g) hereof to comply with all applicable prospectus delivery requirements, if any, upon re-sale of the Securities. If the Buyer provides the Company, at the cost of the Company, with (i) an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act and such sale or transfer is effected or (ii) the Buyer provides reasonable assurances that the Securities can be sold pursuant to 144, Rule 144A, Regulation S, or other applicable exemption, the Company shall permit the transfer, and, in the case of the Securities, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

 

6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Note to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date, of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

 

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

 

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

 

c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date, as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

 

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

7. Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Note, on the Closing Date, is subject to the satisfaction, at or before the Closing Date, of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

 

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

 

b. The Company shall have delivered to the Buyer the duly executed Note in such denominations as the Buyer shall request and in accordance with Section 1(b) above.

 

14

 

 

c. The Company shall have delivered to the Buyer the Warrant.

 

d. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

 

e. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of Closing Date, as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date.

 

f. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

g. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

 

h. Trading in the Common Stock on the Principal Market shall not have been suspended by the SEC, FINRA or the Principal Market.

 

i. The Company shall have delivered to the Buyer (i) a certificate evidencing the formation and good standing of the Company and each of its Subsidiaries in such entity’s jurisdiction of formation issued by the Secretary of State (or comparable office) of such jurisdiction, as of a date within ten (10) days of the Closing Date and (ii) resolutions adopted by the Company’s Board of Directors at a duly called meeting or by unanimous written consent authorizing this Agreement and all other documents, instruments and transactions contemplated hereby.

 

8. Governing Law; Miscellaneous.

 

a. Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby shall be brought only in the state courts located in the State of Nevada or in the federal courts located in the State of Nevada. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT OR ANY TRANSACTIONS CONTEMPLATED HEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party. A facsimile or .pdf signature shall be considered due execution and shall be binding upon the signatory thereto with the same force and effect as if the signature were an original, not a facsimile or .pdf signature. Delivery of a counterpart signature hereto by facsimile or email/.pdf transmission shall be deemed validly delivery thereof.

 

15

 

 

c. Construction; Headings. This Agreement shall be deemed to be jointly drafted by the Company and the Buyer and shall not be construed against any person as the drafter hereof. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d. Severability. In the event that any provision of this Agreement, the Note, or any other agreement or instrument delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of this Agreement, the Note, or any other agreement, certificate, instrument or document contemplated hereby or thereby.

 

e. Entire Agreement; Amendments. This Agreement, the Note, and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement or any agreement or instrument contemplated hereby may be waived or amended other than by an instrument in writing signed by the Buyer.

 

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, e-mail or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by e-mail or facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Company, to:

 

GZ6G TECHNOLOGIES CORP.

8925 West Post Road, Suite 102

Las Vegas, NV 89148

Attention: William Smith

e-mail: cole@greenzebra.net

 

If to the Buyer:

 

MAST HILL FUND, L.P.

48 Parker Road

Wellesley, MA 02482

e-mail: admin@masthillfund.com

 

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. The Company shall not assign this Agreement or any rights or obligations hereunder without the prior written consent of the Buyer. The Buyer may assign its rights hereunder to any “accredited investor” (as defined in Rule 501(a) of the 1933 Act) in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

 

h. Third Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto and their respective permitted successors and assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.

 

16

 

 

i. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

j. Publicity. The Company, and the Buyer shall have the right to review a reasonable period of time before issuance of any press releases, SEC, Principal Market or FINRA filings, or any other public statements with respect to the transactions contemplated hereby; provided, however, that the Company shall be entitled, without the prior approval of the Buyer, to make any press release or SEC, Principal Market (or other applicable trading market) or FINRA filings with respect to such transactions as is required by applicable law and regulations (although the Buyer shall be consulted by the Company in connection with any such press release prior to its release and shall be provided with a copy thereof and be given an opportunity to comment thereon).

 

k. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

l. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

m. Indemnification. In consideration of the Buyer’s execution and delivery of this Agreement and acquiring the Securities hereunder, and in addition to all of the Company’s other obligations under this Agreement or the Note, the Company shall defend, protect, indemnify and hold harmless the Buyer and its stockholders, partners, members, officers, directors, employees and direct or indirect investors and any of the foregoing persons’ agents or other representatives (including, without limitation, those retained in connection with the transactions contemplated by this Agreement) (collectively, the “Indemnitees”) from and against any and all actions, causes of action, suits, claims, losses, costs, penalties, fees, liabilities and damages, and expenses in connection therewith (irrespective of whether any such Indemnitee is a party to the action for which indemnification hereunder is sought), and including reasonable attorneys’ fees and disbursements (the “Indemnified Liabilities”), incurred by any Indemnitee as a result of, or arising out of, or relating to (a) any misrepresentation or breach of any representation or warranty made by the Company in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (b) any breach of any covenant, agreement or obligation of the Company contained in this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby or (c) any cause of action, suit or claim brought or made against such Indemnitee by a third party (including for these purposes a derivative action brought on behalf of the Company) and arising out of or resulting from (i) the execution, delivery, performance or enforcement of this Agreement, the Note or any other agreement, certificate, instrument or document contemplated hereby or thereby, (ii) any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the issuance of the Securities, or (iii) the status of the Buyer or holder of the Securities as an investor in the Company pursuant to the transactions contemplated by this Agreement. To the extent that the foregoing undertaking by the Company may be unenforceable for any reason, the Company shall make the maximum contribution to the payment and satisfaction of each of the Indemnified Liabilities that is permissible under applicable law.

 

n. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement, the Note, the Warrant, or any other agreement, certificate, instrument or document contemplated hereby or thereby will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, the Note, the Warrant, or any other agreement, certificate, instrument or document contemplated hereby or thereby, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement, the Note, the Warrant, or any other agreement, certificate, instrument or document contemplated hereby or thereby, and to enforce specifically the terms and provisions hereof and thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

17

 

 

o. Payment Set Aside. To the extent that the (i) Company makes a payment or payments to the Buyer hereunder, pursuant to the Note, pursuant to the Warrant, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby, or (ii) the Buyer enforces or exercises its rights hereunder, pursuant to the Note, pursuant to the Warrant, or pursuant to any other agreement, certificate, instrument or document contemplated hereby or thereby, and such payment or payments or the proceeds of such enforcement or exercise or any part thereof (including but not limited to the sale of the Securities) are for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) are required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action), then (i) to the extent of any such restoration the obligation or part thereof originally intended to be satisfied shall be revived and continued in full force and effect as if such payment had not been made or such enforcement or setoff had not occurred and (ii) the Company shall immediately pay to the Buyer a dollar amount equal to the amount that was for any reason (i) subsequently invalidated, declared to be fraudulent or preferential, set aside, recovered from, or disgorged by the Buyer, or (ii) required to be refunded, repaid or otherwise restored to the Company, a trustee, receiver, government entity, or any other person or entity under any law (including, without limitation, any bankruptcy law, foreign, state or federal law, common law or equitable cause of action).

 

p. Failure or Indulgence Not Waiver. No failure or delay on the part of the Buyer in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies of the Buyer existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

 

[Signature Page Follows]

 

18

 

 

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 

GZ6G TECHNOLOGIES CORP.

 

By:    
  Name: WILLIAM SMITH  
  Title: CHIEF EXECUTIVE OFFICER  

  

MAST HILL FUND, L.P.

 

By:    
  Name: PATRICK HASSANI  
  Title: CHIEF INVESTMENT OFFICER  

  

SUBSCRIPTION AMOUNT:

 

Principal Amount of Note: $293,000.00
Actual Amount of Purchase Price of Note: $263,700.00

 

19

 

 

EXHIBIT A

 

FORM OF NOTE

 

[attached hereto]

 

20

 

 

EXHIBIT B

 

PIGGYBACK REGISTRATION RIGHTS

 

All of the Conversion Shares and Exercise Shares shall be deemed “Registrable Securities” subject to the provisions of this Exhibit B. All capitalized terms used but not defined in this Exhibit B shall have the meanings ascribed to such terms in the Securities Purchase Agreement to which this Exhibit is attached.

 

1. Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof (with the understanding that the Company shall file the initial prospectus covering the Buyer’s sale of the Registrable Securities at prevailing market prices on the same date that the Registration Statement is declared effective by the SEC).

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

21

 

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit B by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit B and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit B, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit B of which the Company is aware.

 

22

 

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

 

[End of Exhibit B]

 

23

 

 EX-10.62 7 f10kexex10-62_gz6gtechno.htm EX-10.62

 

Exhibit 10.62

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 11,720,000

Date of Issuance: March 8, 2023 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received (in connection with the execution of the Purchase Agreement (as defined below)), Mast Hill Fund, L.P.., a Delaware limited partnership (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date of issuance hereof, to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), 11,720,000 shares of Common Stock (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated March 8, 2023, by and among the Company and the Holder (the “Purchase Agreement”).

 

Capitalized terms used in this Warrant shall have the meanings set forth in the Purchase Agreement unless otherwise defined in the body of this Warrant or in Section 12 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.05, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the five-year anniversary thereof.

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit A (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and deliver by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three business days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

1

 

 

If the Company fails to cause its transfer agent to issue to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder will have the right to rescind such exercise in Holder’s sole discretion in addition to all other rights and remedies at law, under this Warrant, or otherwise, and such failure shall also be deemed a material breach under this Warrant, the Purchase Agreement, and Note (as defined in the Purchase Agreement) (the “Note”).

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, then the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and an Exercise Notice, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X = Y (A-B)

      A

 

Where    X =         the number of Shares to be issued to Holder.

 

Y =         the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A =         the Market Price (at the date of such calculation).

 

B =         Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Exercise Notice, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Company’s transfer agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

(d) Compensation for Buy-In on Failure to Timely Deliver Warrant Shares Upon Exercise. In addition to any other rights available to the Holder, if the Company fails to cause the Company’s transfer agent to transmit to the Holder the Warrant Shares in accordance with the provisions of this Warrant (including but not limited to Section 1(a) above) pursuant to an exercise on or before the respective Warrant Share Delivery Date, and if after such date the Holder is required by its broker to purchase (in an open market transaction or otherwise) or the Holder’s brokerage firm otherwise purchases, shares of Common Stock to deliver in satisfaction of a sale by the Holder of the Warrant Shares which the Holder anticipated receiving upon such exercise (a “Buy-In”), then the Company shall (A) pay in cash to the Holder, within one (1) business day of Holder’s request, the amount, if any, by which (x) the Holder’s total purchase price (including brokerage commissions, if any) for the shares of Common Stock so purchased exceeds (y) the product of (1) the number of Warrant Shares that the Company was required to deliver to the Holder in connection with the exercise at issue times (2) the price at which the sell order giving rise to such purchase obligation was executed, and (B) at the option of the Holder, either reinstate the portion of the Warrant and equivalent number of Warrant Shares for which such exercise was not honored (in which case such exercise shall be deemed rescinded) or deliver to the Holder within one (1) business day of Holder’s request the number of shares of Common Stock that would have been issued had the Company timely complied with its exercise and delivery obligations hereunder. For example, if the Holder purchases, or effectuates a cashless exercise hereunder for, Common Stock having a total purchase price of $11,000 to cover a Buy-In with respect to an attempted exercise of shares of Common Stock with an aggregate sale price giving rise to such purchase obligation of $10,000, under clause (A) of the immediately preceding sentence, the Company shall be required to pay the Holder $1,000. The Holder shall provide the Company written notice indicating the amounts payable to the Holder in respect of the Buy-In and, upon request of the Company, evidence of the amount of such loss. Nothing herein shall limit a Holder’s right to pursue any other remedies available to it hereunder, at law or in equity including, without limitation, a decree of specific performance and/or injunctive relief with respect to the Company’s failure to timely deliver shares of Common Stock upon exercise of the Warrant as required pursuant to the terms hereof.

 

3

 

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

4

 

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities (including but not limited to Common Stock Equivalents) entitling any person or entity (for purposes of clarification, including but not limited to the Holder pursuant to (i) any other security of the Company currently held by Holder, (ii) any other security of the Company issued to Holder on or after the Issuance Date (including but not limited to the Note), or (iii) any other agreement entered into between the Company and Holder) to acquire shares of Common Stock (upon conversion, exercise or otherwise), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price, and the number of Warrant Shares issuable hereunder shall be increased such that the aggregate Exercise Price payable hereunder, after taking into account the decrease in the Exercise Price, shall be equal to the aggregate Exercise Price prior to such adjustment (for the avoidance of doubt, the aggregate Exercise Price prior to such adjustment is calculated as follows: the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation) multiplied by the Exercise Price in effect immediately prior to such adjustment). By way of example, if E is the total number of Warrant Shares issuable upon exercise of this Warrant immediately prior to such adjustment (without regard to the Beneficial Ownership Limitation), F is the Exercise Price in effect immediately prior to such adjustment, and G is the Base Share Price, the adjustment to the number of Warrant Shares can be expressed in the following formula: Total number of Warrant Shares after such Dilutive Issuance = the number obtained from dividing [E x F] by G. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, regardless of whether (i) the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b) upon the occurrence of any Dilutive Issuance or (ii) the Holder accurately refers to the number of Warrant Shares or Base Share Price in the Exercise Notice, the Holder is entitled to receive a number of Warrant Shares based upon the Base Share Price as well as the Base Share Price at all times on and after the date of such Dilutive Issuance.

 

(c) Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

5

 

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, three (3) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

6

 

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the State of Nevada or federal courts located in the State of Nevada. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS WARRANT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Warrant or any other transaction document entered into in connection with this Warrant by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under the Purchase Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

11. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

7

 

 

12. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) [Intentionally Omitted].

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Quotestream or other similar quotation service provider designated by the Holder, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Quotestream or other similar quotation service provider designated by the Holder, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Quotestream or other similar quotation service provider designated by the Holder, or (iii) if no last trade price is reported for such security by Quotestream or other similar quotation service provider designated by the Holder, the average of the bid and ask prices of any market makers for such security as reported by Quotestream or other similar quotation service provider designated by the Holder. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, par value $0.001, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(f) “Principal Market” means the principal securities exchange or trading market where such Common Stock is listed or quoted, including but not limited to any tier of the OTC Markets, any tier of the NASDAQ Stock Market (including NASDAQ Capital Market), or the NYSE American, or any successor to such markets.

 

(g) “Market Price” means the highest traded price of the Common Stock during the one hundred and fifty Trading Days prior to the date of the respective Exercise Notice.

 

(h) “Trading Day” means any day on which the Common Stock is listed or quoted on its Principal Market, provided, however, that if the Common Stock is not then listed or quoted on any Principal Market, then any calendar day.

 

* * * * * * *

 

8

 

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G TECHNOLOGIES CORP.
   
   
  Name: William Smith
  Title: Chief Executive Officer

 

 

 

 

EXHIBIT A

 

EXERCISE NOTICE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase                                             of the shares of Common Stock (“Warrant Shares”) of GZ6G TECHNOLOGIES CORP., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐ a cash exercise with respect to                                    Warrant Shares; or

☐ by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $                                      to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder                                             Warrant Shares in accordance with the terms of the Warrant.

 

Date:                                            

  

     
  (Print Name of Registered Holder)
     
  By:  
  Name:  
  Title:  

 

 

 

 

EXHIBIT B

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto                                                 the right to purchase                                                shares of common stock of GZ6G TECHNOLOGIES CORP., to which the within Common Stock Purchase Warrant relates and appoints            , as attorney-in-fact, to transfer said right on the books of GZ6G TECHNOLOGIES CORP. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:                                               

 

   
  (Signature) *
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust or other entity, please indicate your position(s) and title(s) with such entity.

 

 

 

 EX-10.63 8 f10kexex10-63_gz6gtechno.htm EX-10.63

 

Exhibit 10.63

 

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

 

THE ISSUE PRICE OF THIS NOTE IS $116,760.00

THE ORIGINAL ISSUE DISCOUNT IS $12,510.00

 

Principal Amount: $116,760.00

 Issue Date: March 2, 2023
Purchase Price: $104,250.00  



PROMISSORY NOTE

 

FOR VALUE RECEIVED, GZ6G Technologies Corp., a Nevada corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $116,760.00 together with any interest as set forth herein, on March 2, 2024 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, $0.001 par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

 

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

 

The following terms shall apply to this Note:

 

Article I. GENERAL TERMS

 

1.1 Interest. A one-time interest charge of twelve percent (12%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($116,760.00 *.12 = $14,011.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid Interest and outstanding principal, subject to adjustment, shall be paid in ten (10) payments each in the amount of $13,077.10 (a total payback to the Holder of $130,771.00). The first payment shall be due April 15, 2023 with nine (9) subsequent payments each month thereafter. The Company shall have a five (5) day grace period with respect to each payment. The Company has right to accelerate payments or prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

 

1

 

 

1.3 Security. This Note shall not be secured by any collateral or any assets pledged to the Holder

 

Article II. CERTAIN COVENANTS

 

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

 

Article III. EVENTS OF DEFAULT

 

If any of the following events of default (each, an “Event of Default”) shall occur:

 

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) days after written notice from the Holder.

 

3.2 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

 

3.3 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.4 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

 

3.5 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

 

3.6 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

 

2

 

 

3.7 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

 

3.8 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

 

3.9 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

 

3.10 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

 

3.11 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

 

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity. 

 

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, to convert the balance owed pursuant to the note including the Default Amount into shares of common stock of the Company as set forth herein.

 

3

 

 

Article IV. CONVERSION RIGHTS

 

4.1 Conversion Right. At any time following an Event of Default, the Holder shall have the right, to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 4.4 hereof.

 

4.2 Conversion Price. The conversion price (the “Conversion Price”) shall mean 75% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date (representing a discount rate of 25%) (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events). “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

 

4

 

 

4.3 Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved six times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time initially 182675358 shares) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

 

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

 

4.4 Method of Conversion.

 

(a) Mechanics of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance due pursuant to this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

 

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

 

5

 

 

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

 

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

 

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note. The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are justified.

 

4.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

 

6

 

 

Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), it will be considered an Event of Default pursuant to this Note.

 

4.6 Effect of Certain Events.

 

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

 

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

 

7

 

 

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

 

Article V. Miscellaneous

 

5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

 

5.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

 

If to the Borrower, to:

 

GZ6G Technologies Corp.

8925 West Post Road, Suite 102

Las Vegas, NV 89148

Attn: William Coleman Smith, Chief Executive Officer

Email: Cole@greenzebra.net

 

If to the Holder:

 

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer@sixthstreetlending.com

 

8

 

 

5.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

 

5.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

 

5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

 

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the state courts of Virginia or in the federal courts located in the state and city of Alexandria, Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney’s fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

 

5.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

 

9

 

 

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on March 2, 2023

 

GZ6G Technologies Corp.

 

By: 
 William Coleman Smith 
 Chief Executive Officer 

 

10

 


EXHIBIT A – WIRE INSTRUCTIONS

 

[to be provided via email]

 

11

 

 

EXHIBIT B -- NOTICE OF CONVERSION

 

The undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of GZ6G Technologies Corp., a Nevada corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of March 2, 2023 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

 

Box Checked as to applicable instructions:

 

☐The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

 

Name of DTC Prime Broker:

Account Number:

 

☐The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

 

Date of conversion:                                                             ____________

Applicable Conversion Price:                                           $____________

Number of shares of common stock to be issued

pursuant to conversion of the Notes:                      ____________

Amount of Principal Balance due remaining

under the Note after this conversion:                      ____________

 

1800 DIAGONAL LENDING LLC

 

By:_____________________________

Name: Curt Kramer

Title: President

Date: __________________

 

12

 

 

 

 EX-10.64 9 f10kexex10-64_gz6gtechno.htm EX-10.64

 

Exhibit 10.64

 

SECURITIES PURCHASE AGREEMENT

This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of March 2, 2023, by and between GZ6G Technologies Corp., a Nevada corporation, with its address at 8925 West Post Road, Suite 102, Las Vegas, NV 89148 (the “Company”), and 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, with its address at 1800 Diagonal Road, Suite 623, Alexandria VA 22314 (the “Buyer”).

 

WHEREAS:

 

A. The Company and the Buyer are executing and delivering this Agreement in reliance upon the exemption from securities registration afforded by the rules and regulations as promulgated by the United States Securities and Exchange Commission (the “SEC”) under the Securities Act of 1933, as amended (the “1933 Act”); and

 

B. Buyer desires to purchase and the Company desires to issue and sell, upon the terms and conditions set forth in this Agreement, a promissory note of the Company, in the form attached hereto as Exhibit A, in the aggregate principal amount of $116,760.00 (including $12,510.00 of Original Issue Discount) (the “Note”).

 

NOW THEREFORE, the Company and the Buyer severally (and not jointly) hereby agree as follows:

 

1. Purchase and Sale of the Securities.

 

a. Purchase of the Securities. On the Closing Date (as defined below), the Company shall issue and sell to the Buyer and the Buyer agrees to purchase from the Company the Securities as is set forth immediately below the Buyer’s name on the signature pages hereto.

 

b. Form of Payment. On the Closing Date (as defined below), (i) the Buyer shall pay the purchase price for the Securities be issued and sold to it at the Closing (as defined below) (the “Purchase Price”) by wire transfer of immediately available funds to the Company, in accordance with the Company’s written wiring instructions, against delivery of the Securities, and (ii) the Company shall deliver such duly executed Note on behalf of the Company against delivery of such Purchase Price.

 

c. Closing Date. Subject to the satisfaction (or written waiver) of the conditions thereto set forth in Section 6 and Section 7 below, the date and time of the issuance and sale of the Securities pursuant to this Agreement (the “Closing Date”) shall be 12:00 noon, Eastern Standard Time on or about March 3, 2023, or such other mutually agreed upon time. The closing of the transactions contemplated by this Agreement (the “Closing”) shall occur on the Closing Date at such location as may be agreed to by the parties.

 

1

 

 

2. Buyer’s Representations and Warranties. The Buyer represents and warrants to the Company that:

 

a. Investment Purpose. As of the date hereof, the Buyer is purchasing the Note and the shares of Common Stock issuable upon conversion of or otherwise pursuant to the Note (such shares of Common Stock being collectively referred to herein as the “Conversion Shares” and, collectively with the Note, the “Securities”) for its own account and not with a present view towards the public sale or distribution thereof, except pursuant to sales registered or exempted from registration under the 1933 Act.

 

b. Accredited Investor Status. The Buyer is an “accredited investor” as that term is defined in Rule 501(a) of Regulation D (an “Accredited Investor”).

 

c. Reliance on Exemptions. The Buyer understands that the Securities are being offered and sold to it in reliance upon specific exemptions from the registration requirements of United States federal and state securities laws and that the Company is relying upon the truth and accuracy of, and the Buyer’s compliance with, the representations, warranties, agreements, acknowledgments and understandings of the Buyer set forth herein in order to determine the availability of such exemptions and the eligibility of the Buyer to acquire the Securities.

 

d. Information. The Company has not disclosed to the Buyer any material nonpublic information and will not disclose such information unless such information is disclosed to the public prior to or promptly following such disclosure to the Buyer.

 

e. Legends. The Buyer understands that the Securities have not been registered under the 1933 Act; and may bear a restrictive legend in substantially the following form:

 

"THE SECURITIES REPRESENTED BY THIS INSTRUMENT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED UNLESS (1) A REGISTRATION STATEMENT WITH RESPECT THERETO IS EFFECTIVE UNDER THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR (2) THE ISSUER OF SUCH SECURITIES RECEIVES AN OPINION OF COUNSEL TO THE BUYER OF SUCH SECURITIES, WHICH COUNSEL AND OPINION ARE REASONABLY ACCEPTABLE TO THE ISSUER’S TRANSFER AGENT, THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS."

 

2

 

 

The legend set forth above shall be removed and the Company shall issue a certificate without such legend to the Buyer of any Security upon which it is stamped, if, unless otherwise required by applicable state securities laws, (a) such Security is registered for sale under an effective registration statement filed under the 1933 Act or otherwise may be sold pursuant to an exemption from registration without any restriction as to the number of securities as of a particular date that can then be immediately sold, or (b) such Buyer provides the Company with an opinion of counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that a public sale or transfer of such Security may be made without registration under the 1933 Act, which opinion shall be accepted by the Company so that the sale or transfer is effected. The Buyer agrees to sell all Securities, including those represented by a certificate(s) from which the legend has been removed, in compliance with applicable prospectus delivery requirements, if any. In the event that the Company does not reasonably accept the opinion of counsel that properly conforms to applicable securities laws provided by the Buyer with respect to the transfer of any Securities pursuant to an exemption from registration, such as Rule 144, at the Deadline, it will be considered an Event of Default pursuant to Section 3.2 of the Note.

 

f. Authorization; Enforcement. This Agreement has been duly and validly authorized. This Agreement has been duly executed and delivered on behalf of the Buyer, and this Agreement constitutes a valid and binding agreement of the Buyer enforceable in accordance with its terms.

 

3. Representations and Warranties of the Company. The Company represents and warrants to the Buyer that:

 

a. Organization and Qualification. The Company and each of its Subsidiaries (as defined below), if any, is a corporation duly organized, validly existing and in good standing under the laws of the jurisdiction in which it is incorporated, with full power and authority (corporate and other) to own, lease, use and operate its properties and to carry on its business as and where now owned, leased, used, operated and conducted. “Subsidiaries” means any corporation or other organization, whether incorporated or unincorporated, in which the Company owns, directly or indirectly, any equity or other ownership interest.

 

b. Authorization; Enforcement. (i) The Company has all requisite corporate power and authority to enter into and perform this Agreement, the Note and to consummate the transactions contemplated hereby and thereby and to issue the Securities, in accordance with the terms hereof and thereof, (ii) the execution and delivery of this Agreement, the Note by the Company and the consummation by it of the transactions contemplated hereby and thereby (including without limitation, the issuance of the Note has been duly authorized by the Company’s Board of Directors and no further consent or authorization of the Company, its Board of Directors, or its shareholders is required, (iii) this Agreement has been duly executed and delivered by the Company by its authorized representative, and such authorized representative is the true and official representative with authority to sign this Agreement and the other documents executed in connection herewith and bind the Company accordingly, and (iv) this Agreement constitutes, and upon execution and delivery by the Company of the Note, each of such instruments will constitute, a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

 

c. Capitalization. As of the date hereof, the authorized common stock of the Company consists of 500,000,000 authorized shares of Common Stock, $0.001 par value per share, of which 114866020 shares are issued and outstanding. All of such outstanding shares of capital stock are, or upon issuance will be, duly authorized, validly issued, fully paid and non-assessable. .

 

3

 

 

d. Issuance of Shares. The Securities are duly authorized and reserved for issuance in accordance with its respective terms, will be validly issued, fully paid and non-assessable, and free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Company and will not impose personal liability upon the Buyer thereof.

 

e. No Conflicts. The execution, delivery and performance of this Agreement, the Note by the Company and the consummation by the Company of the transactions contemplated hereby and thereby will not (i) conflict with or result in a violation of any provision of the Certificate of Incorporation or By-laws, or (ii) violate or conflict with, or result in a breach of any provision of, or constitute a default (or an event which with notice or lapse of time or both could become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture, patent, patent license or instrument to which the Company or any of its Subsidiaries is a party, or (iii) result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations and regulations of any self-regulatory organizations to which the Company or its securities are subject) applicable to the Company or any of its Subsidiaries or by which any property or asset of the Company or any of its Subsidiaries is bound or affected (except for such conflicts, defaults, terminations, amendments, accelerations, cancellations and violations as would not, individually or in the aggregate, have a Material Adverse Effect). The businesses of the Company and its Subsidiaries, if any, are not being conducted, and shall not be conducted so long as the Buyer owns any of the Securities, in violation of any law, ordinance or regulation of any governmental entity. “Material Adverse Effect” means any material adverse effect on the business, operations, assets, financial condition or prospects of the Company or its Subsidiaries, if any, taken as a whole, or on the transactions contemplated hereby or by the agreements or instruments to be entered into in connection herewith.

 

f. SEC Documents; Financial Statements. The Company has filed all reports, schedules, forms, statements and other documents required to be filed by it with the SEC pursuant to the reporting requirements of the Securities Exchange Act of 1934, as amended (the “1934 Act”) (all of the foregoing filed prior to the date hereof and all exhibits included therein and financial statements and schedules thereto and documents (other than exhibits to such documents) incorporated by reference therein, being hereinafter referred to herein as the “SEC Documents”). Upon written request the Company will deliver to the Buyer true and complete copies of the SEC Documents, except for such exhibits and incorporated documents. As of their respective dates or if amended, as of the dates of the amendments, the SEC Documents complied in all material respects with the requirements of the 1934 Act and the rules and regulations of the SEC promulgated thereunder applicable to the SEC Documents, and none of the SEC Documents, at the time they were filed with the SEC, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. None of the statements made in any such SEC Documents is, or has been, required to be amended or updated under applicable law (except for such statements as have been amended or updated in subsequent filings prior the date hereof). As of their respective dates or if amended, as of the dates of the amendments, the financial statements of the Company included in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. Such financial statements have been prepared in accordance with United States generally accepted accounting principles, consistently applied, during the periods involved and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). The Company is subject to the reporting requirements of the 1934 Act.

 

4

 

 

g. Absence of Certain Changes. Since September 30, 2022, except as set forth in the SEC Documents, there has been no material adverse change and no material adverse development in the assets, liabilities, business, properties, operations, financial condition, results of operations, prospects or 1934 Act reporting status of the Company or any of its Subsidiaries.

 

h. Absence of Litigation. Except as set forth in the SEC Documents, there is no action, suit, claim, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its Subsidiaries, threatened against or affecting the Company or any of its Subsidiaries, or their officers or directors in their capacity as such, that could have a Material Adverse Effect. The Company and its Subsidiaries are unaware of any facts or circumstances which might give rise to any of the foregoing.

 

i. No Integrated Offering. Neither the Company, nor any of its affiliates, nor any person acting on its or their behalf, has directly or indirectly made any offers or sales in any security or solicited any offers to buy any security under circumstances that would require registration under the 1933 Act of the issuance of the Securities to the Buyer. The issuance of the Securities to the Buyer will not be integrated with any other issuance of the Company’s securities (past, current or future) for purposes of any shareholder approval provisions applicable to the Company or its securities.

 

j. No Brokers. The Company has taken no action which would give rise to any claim by any person for brokerage commissions, transaction fees or similar payments relating to this Agreement or the transactions contemplated hereby.

 

k. No Investment Company. The Company is not, and upon the issuance and sale of the Securities as contemplated by this Agreement will not be an “investment company” required to be registered under the Investment Company Act of 1940 (an “Investment Company”). The Company is not controlled by an Investment Company.

 

l. Breach of Representations and Warranties by the Company. If the Company breaches any of the material representations or warranties set forth in this Section 3 which is continuing after the applicable cure period as set forth in the Note, if any, and in addition to any other remedies available to the Buyer pursuant to this Agreement, it will be considered an Event of default under Section 4.4 of the Note.

 

5

 

 

4. COVENANTS.

 

a. Best Efforts. The Company shall use its reasonable commercial efforts to satisfy timely each of the conditions described in Section 7 of this Agreement.

 

b. Use of Proceeds. The Company shall use the proceeds for general working capital purposes.

 

c. Expenses. At the Closing, the Company’s obligation with respect to the transactions contemplated by this Agreement is to reimburse Buyer’ expenses shall be $4,250.00 for Buyer’s legal fees and due diligence fee.

 

d. Corporate Existence. So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except with the prior written consent of the Buyer.

 

e. Breach of Covenants. If the Company breaches any of the material covenants set forth in this Section 4, and in addition to any other remedies available to the Buyer pursuant to this Agreement which is continuing after the applicable cure period as set forth in the Note, it will be considered an event of default under Section 4.4 of the Note.

 

f. Failure to Comply with the 1934 Act. So long as the Buyer beneficially owns the Note, the Company shall comply with the reporting requirements of the 1934 Act; and the Company shall continue to be subject to the reporting requirements of the 1934 Act.

 

g. The Buyer is Not a “Dealer”.  The Buyer and the Company hereby acknowledge and agree that the Buyer has not: (i) acted as an underwriter; (ii) acted as a market maker or specialist; (iii) acted as “de facto” market maker; or (iv) conducted any other professional market activities such as providing investment advice, extending credit and lending securities in connection; and thus that the Buyer is not a “Dealer” as such term is defined in the 1934 Act.

 

6

 

 

5. Transfer Agent Instructions. The Company shall issue irrevocable instructions to its transfer agent to issue certificates, registered in the name of the Buyer or its nominee, for the shares underlying any conversion of the Note upon default of the Note (the “Conversion Shares”) in such amounts as specified from time to time by the Buyer to the Company upon conversion of the Note in accordance with the terms thereof (the “Irrevocable Transfer Agent Instructions”).  In the event that the Company proposes to replace its transfer agent, the Company shall provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to this Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount as such term is defined in the Note) signed by the successor transfer agent to Company and the Company. Prior to registration of the Conversion Shares under the 1933 Act or the date on which the Conversion Shares may be sold pursuant to an exemption from registration, all such certificates shall bear the restrictive legend specified in Section 2(e) of this Agreement.  The Company warrants that: (i) no instruction other than the Irrevocable Transfer Agent Instructions referred to in this Section 5, will be given by the Company to its transfer agent and that the Securities shall otherwise be freely transferable on the books and records of the Company as and to the extent provided in this Agreement and the Note; (ii) it will not direct its transfer agent not to transfer or delay, impair, and/or hinder its transfer agent in transferring (or issuing)(electronically or in certificated form) any certificate for Conversion Shares to be issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and this Agreement; and (iii) it will not fail to remove (or directs its transfer agent not to remove or impairs, delays, and/or hinders its transfer agent from removing) any restrictive legend (or to withdraw any stop transfer instructions in respect thereof) on any certificate for any Conversion Shares issued to the Buyer upon conversion of or otherwise pursuant to the Note as and when required by the Note and/or this Agreement.  If the Buyer provides the Company and the Company’s transfer, at the cost of the Buyer, with an opinion of counsel in form, substance and scope customary for opinions in comparable transactions, to the effect that a public sale or transfer of such Securities may be made without registration under the 1933 Act, the Company shall permit the transfer, and, in the case of the Conversion Shares, promptly instruct its transfer agent to issue one or more certificates, free from restrictive legend, in such name and in such denominations as specified by the Buyer.  The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer, by vitiating the intent and purpose of the transactions contemplated hereby.  Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Section 5 may be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Section, that the Buyer shall be entitled, in addition to all other available remedies, to an injunction restraining any breach and requiring immediate transfer, without the necessity of showing economic loss and without any bond or other security being required.

 

6. Conditions to the Company’s Obligation to Sell. The obligation of the Company hereunder to issue and sell the Securities to the Buyer at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions thereto, provided that these conditions are for the Company’s sole benefit and may be waived by the Company at any time in its sole discretion:

 

a. The Buyer shall have executed this Agreement and delivered the same to the Company.

 

b. The Buyer shall have delivered the Purchase Price in accordance with Section 1(b) above.

 

c. The representations and warranties of the Buyer shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time (except for representations and warranties that speak as of a specific date), and the Buyer shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Buyer at or prior to the Closing Date.

 

7

 

 

d. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

7. Conditions to The Buyer’s Obligation to Purchase. The obligation of the Buyer hereunder to purchase the Securities at the Closing is subject to the satisfaction, at or before the Closing Date of each of the following conditions, provided that these conditions are for the Buyer’s sole benefit and may be waived by the Buyer at any time in its sole discretion:

 

a. The Company shall have executed this Agreement and delivered the same to the Buyer.

 

b. The Company shall have delivered to the Buyer the duly executed Note, in accordance with Section 1(b) above.

 

c. The Irrevocable Transfer Agent Instructions, in form and substance satisfactory to the Buyer, shall have been delivered to and acknowledged in writing by the Company’s Transfer Agent.

 

d. The representations and warranties of the Company shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at such time (except for representations and warranties that speak as of a specific date) and the Company shall have performed, satisfied and complied in all material respects with the covenants, agreements and conditions required by this Agreement to be performed, satisfied or complied with by the Company at or prior to the Closing Date. The Buyer shall have received a certificate or certificates, executed by the chief executive officer of the Company, dated as of the Closing Date, to the foregoing effect and as to such other matters as may be reasonably requested by the Buyer including, but not limited to certificates with respect to the Board of Directors’ resolutions relating to the transactions contemplated hereby.

 

e. No litigation, statute, rule, regulation, executive order, decree, ruling or injunction shall have been enacted, entered, promulgated or endorsed by or in any court or governmental authority of competent jurisdiction or any self-regulatory organization having authority over the matters contemplated hereby which prohibits the consummation of any of the transactions contemplated by this Agreement.

 

f. No event shall have occurred which could reasonably be expected to have a Material Adverse Effect on the Company including but not limited to a change in the 1934 Act reporting status of the Company or the failure of the Company to be timely in its 1934 Act reporting obligations.

 

8

 

 

8. Governing Law; Miscellaneous.

 

a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Agreement shall be brought only in the state courts of Virginia or in the federal courts located in the state and city of Alexandria. The parties to this Agreement hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Company and Buyer waive trial by jury. The Buyer shall be entitled to recover from the Company its reasonable attorney's fees and costs. In the event that any provision of this Agreement or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement, the Note or any related document or agreement by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

b. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement and shall become effective when counterparts have been signed by each party and delivered to the other party.

 

c. Headings. The headings of this Agreement are for convenience of reference only and shall not form part of, or affect the interpretation of, this Agreement.

 

d. Severability. In the event that any provision of this Agreement is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any provision hereof which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision hereof.

 

e. Entire Agreement; Amendments. This Agreement and the instruments referenced herein contain the entire understanding of the parties with respect to the matters covered herein and therein and, except as specifically set forth herein or therein, neither the Company nor the Buyer makes any representation, warranty, covenant or undertaking with respect to such matters. No provision of this Agreement may be waived or amended other than by an instrument in writing signed by the majority in interest of the Buyer.

 

9

 

 

f. Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be as set forth in the heading of this Agreement with a copy by fax only to (which copy shall not constitute notice) to Naidich Wurman LLP, 111 Great Neck Road, Suite 214, Great Neck, NY 11021, Attn: Allison Naidich, facsimile: 516-466-3555, e-mail: allison@nwlaw.com. Each party shall provide notice to the other party of any change in address.

 

g. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties and their successors and assigns. Neither the Company nor the Buyer shall assign this Agreement or any rights or obligations hereunder without the prior written consent of the other. Notwithstanding the foregoing, the Buyer may assign its rights hereunder to any person that purchases Securities in a private transaction from the Buyer or to any of its “affiliates,” as that term is defined under the 1934 Act, without the consent of the Company.

 

h. Survival. The representations and warranties of the Company and the agreements and covenants set forth in this Agreement shall survive the closing hereunder notwithstanding any due diligence investigation conducted by or on behalf of the Buyer. The Company agrees to indemnify and hold harmless the Buyer and all their officers, directors, employees and agents for loss or damage arising as a result of or related to any breach or alleged breach by the Company of any of its representations, warranties and covenants set forth in this Agreement or any of its covenants and obligations under this Agreement, including advancement of expenses as they are incurred.

 

i. Further Assurances. Each party shall do and perform, or cause to be done and performed, all such further acts and things, and shall execute and deliver all such other agreements, certificates, instruments and documents, as the other party may reasonably request in order to carry out the intent and accomplish the purposes of this Agreement and the consummation of the transactions contemplated hereby.

 

j. No Strict Construction. The language used in this Agreement will be deemed to be the language chosen by the parties to express their mutual intent, and no rules of strict construction will be applied against any party.

 

10

 

 

k. Remedies. The Company acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Buyer by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Company acknowledges that the remedy at law for a breach of its obligations under this Agreement will be inadequate and agrees, in the event of a breach or threatened breach by the Company of the provisions of this Agreement, that the Buyer shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Agreement and to enforce specifically the terms and provisions hereof, without the necessity of showing economic loss and without any bond or other security being required.

 

[THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK]

 

11

 

 

IN WITNESS WHEREOF, the undersigned Buyer and the Company have caused this Agreement to be duly executed as of the date first above written.

 

GZ6G Technologies Corp.

 

By: 

William Coleman Smith

Chief Executive Officer

  

1800 DIAGONAL LENDING LLC

 

By: 

Curt Kramer

President

 

Aggregate Principal Amount of Note: $116,760.00
Original Issue Discount $12,510.00
Aggregate Purchase Price: $104,250.00

 

12

 EX-10.65 10 f10kexex10-65_gz6gtechno.htm EX-10.65

 

Exhibit 10.65

 

Form of Warrant 

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 16,417

Date of Issuance: April 11, 2022 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 16,417 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions ofthis Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated April 11, 2022, by and among the Company and the Introduced Party (as defined in the Fee Agreement).

 

Terms used in this Warrant shall have the meanings set forth in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $1.20, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date which is 5 years after the Issuance Date.

 

1

 

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases ofa portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format ifrequested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X= Y (A-B)

     A

 

Where    X = the number of Shares to be issued to Holder.

 

Y= the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A= the Market Price (at the date of such calculation).

 

B= Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

3

 

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

 

Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

4

 

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one and a half(l.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

5

 

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State ofNevada without regard to principles of conflicts oflaws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

6

 

 

11. PIGGYBACK REGISTRATION RIGHTS. The Company hereby grants to the Buyer the registration rights set forth on Exhibit D hereto.

 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Nasdaq” means www.Nasdaq.com.

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) [Intentionally Omitted].

 

(f) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded

 

(h) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

 

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

 

7

 

 

*******

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G Technologies Corp.
     
  By: /s/ Coleman Smith
  Name: Coleman Smith
  Title: CEO

 

8

 

 

EXHIBIT B

 

NOTICE OF EXERCISE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of GZ6G Technologies Corp., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐a cash exercise with respect to Warrant Shares; or

 

☐by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $               to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder                   Warrant Shares in accordance with the terms of the Warrant.

 

Date:

 

   
  (Print Name of Registered Holder)
     
  By:
  Name:
  Title:

 

9

 

 

EXHIBIT C

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase                  shares of common stock of GZ6G Technologies Corp., to which the within Common Stock Purchase Warrant relates and appoints                                      , as attorney-in-fact, to transfer said right on the books of GZ6G Technologies Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:                                              

 

 

   
  (Signature)
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

* The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, please indicate your position(s) and title(s) with such entity.

 

10

 

 

EXHIBIT D

 

REGISTRATION RIGHTS

 

All of the shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to the provisions of this Exhibit C.

 

1. Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten ( I 0) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

11

 

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit D by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit D and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit D, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit D of which the Company is aware.

 

12

 

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

[End of Exhibit D]

 

13

 

 EX-10.66 11 f10kexex10-66_gz6gtechno.htm EX-10.66

 

Exhibit 10.66

 

Form of Warrant

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 66,000

Date of Issuance: May 23, 2022 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 66,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated May 23, 2022, by and among the Company and the Introduced Party (as defined in the Fee Agreement).

 

Terms used in this Warrant shall have the meanings set forth in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.36, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date which is five years after the Issuance Date.

 

 

 

 

Form of Warrant

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X =  Y (A-B)  
     
  A  

 

  Where X =the number of Shares to be issued to Holder.

 

Y =the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A =the Market Price (at the date of such calculation).

 

B =Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

Form of Warrant

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

3

 

 

Form of Warrant

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

 

Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

4

 

 

Form of Warrant

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one and a half (1.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

5

 

 

Form of Warrant

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

6

 

 

Form of Warrant

 

11. PIGGYBACK REGISTRATION RIGHTS. The Company hereby grants to the Buyer the registration rights set forth on Exhibit D hereto.

 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Nasdaq” means www.Nasdaq.com.

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) [Intentionally Omitted].

 

(f) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

 

(h) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

 

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

 

* * * * * * *

 

7

 

 

Form of Warrant

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G Technologies Corp.
     
  By:  
  Name: William Coleman Smith, Jr.
  Title: CEO

 

8

 

 

Form of Warrant

 

EXHIBIT B

 

NOTICE OF EXERCISE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of GZ6G Technologies Corp., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐a cash exercise with respect to Warrant Shares; or

 

☐by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $____________________ to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder ____________________ Warrant Shares in accordance with the terms of the Warrant.

 

Date:    

 

   
  (Print Name of Registered Holder)
     
  By:  
  Name:  
  Title:  

 

9

 

 

Form of Warrant

 

EXHIBIT C

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase ____________________ shares of common stock of GZ6G Technologies Corp., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of GZ6G Technologies Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:    

 

   
  (Signature)
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

*The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, please indicate your position(s) and title(s) with such entity.

 

10

 

 

Form of Warrant

 

EXHIBIT D

 

REGISTRATION RIGHTS

 

All of the shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to the provisions of this Exhibit C.

 

1.Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy- Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

11

 

 

Form of Warrant

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit D by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit D and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit D, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit D of which the Company is aware.

 

12

 

 

Form of Warrant

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

[End of Exhibit D]

 

13

 EX-10.67 12 f10kexex10-67_gz6gtechno.htm EX-10.67

 

Exhibit 10.67

 

Form of Warrant

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 79,200

Date of Issuance: September 23, 2022 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 79,200 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated September 23, 2022, by and among the Company and the Introduced Party (as defined in the Fee Agreement).

 

Terms used in this Warrant shall have the meanings set forth in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.12, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date which is five years after the Issuance Date.

 

 

 

 

Form of Warrant

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X =  Y (A-B)  
     
  A  

 

  Where X =the number of Shares to be issued to Holder.

 

Y =the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A =the Market Price (at the date of such calculation).

 

B =Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

Form of Warrant

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

3

 

 

Form of Warrant

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

 

Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

4

 

 

Form of Warrant

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one and a half (1.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

5

 

 

Form of Warrant

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

6

 

 

Form of Warrant

 

11. PIGGYBACK REGISTRATION RIGHTS. The Company hereby grants to the Buyer the registration rights set forth on Exhibit D hereto.

 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Nasdaq” means www.Nasdaq.com.

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) [Intentionally Omitted].

 

(f) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

 

(h) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

 

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

 

* * * * * * *

 

7

 

 

Form of Warrant

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G Technologies Corp.
     
  By:  
  Name: William Coleman Smith, Jr.
  Title: CEO

 

8

 

 

Form of Warrant

 

EXHIBIT B

 

NOTICE OF EXERCISE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of GZ6G Technologies Corp., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐a cash exercise with respect to Warrant Shares; or

 

☐by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $____________________ to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder ____________________ Warrant Shares in accordance with the terms of the Warrant.

 

Date:    

 

   
  (Print Name of Registered Holder)
     
  By:  
  Name:  
  Title:  

 

9

 

 

Form of Warrant

 

EXHIBIT C

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase ____________________ shares of common stock of GZ6G Technologies Corp., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of GZ6G Technologies Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:    

 

   
  (Signature)
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

*The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, please indicate your position(s) and title(s) with such entity.

 

10

 

 

Form of Warrant

 

EXHIBIT D

 

REGISTRATION RIGHTS

 

All of the shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to the provisions of this Exhibit C.

 

1.Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy- Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

11

 

 

Form of Warrant

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit D by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit D and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit D, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit D of which the Company is aware.

 

12

 

 

Form of Warrant

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

[End of Exhibit D]

 

13

 EX-10.68 13 f10kexex10-68_gz6gtechno.htm EX-10.68

 

Exhibit 10.68

 

Form of Warrant

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 131,850

Date of Issuance: November 23, 2022 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 131,850 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated November 23, 2022, by and among the Company and the Introduced Party (as defined in the Fee Agreement).

 

Terms used in this Warrant shall have the meanings set forth in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.12, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date which is five years after the Issuance Date.

 

 

 

 

Form of Warrant

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X =  Y (A-B)  
     
  A  

 

  Where X =the number of Shares to be issued to Holder.

 

Y =the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A =the Market Price (at the date of such calculation).

 

B =Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

Form of Warrant

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

3

 

 

Form of Warrant

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

 

Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

4

 

 

Form of Warrant

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one and a half (1.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

5

 

 

Form of Warrant

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

6

 

 

Form of Warrant

 

11. PIGGYBACK REGISTRATION RIGHTS. The Company hereby grants to the Buyer the registration rights set forth on Exhibit D hereto.

 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Nasdaq” means www.Nasdaq.com.

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) [Intentionally Omitted].

 

(f) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

 

(h) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

 

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

 

* * * * * * *

 

7

 

 

Form of Warrant

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G Technologies Corp.
     
  By: /s/ William Coleman Smith, Jr.
  Name: William Coleman Smith, Jr.
  Title: CEO

 

8

 

 

Form of Warrant

 

EXHIBIT B

 

NOTICE OF EXERCISE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of GZ6G Technologies Corp., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐a cash exercise with respect to Warrant Shares; or

 

☐by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $____________________ to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder ____________________ Warrant Shares in accordance with the terms of the Warrant.

 

Date:    

 

   
  (Print Name of Registered Holder)
     
  By:  
  Name:  
  Title:  

 

9

 

 

Form of Warrant

 

EXHIBIT C

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase ____________________ shares of common stock of GZ6G Technologies Corp., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of GZ6G Technologies Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:    

 

   
  (Signature)
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

*The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, please indicate your position(s) and title(s) with such entity.

 

10

 

 

Form of Warrant

 

EXHIBIT D

 

REGISTRATION RIGHTS

 

All of the shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to the provisions of this Exhibit C.

 

1.Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy- Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

11

 

 

Form of Warrant

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit D by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit D and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit D, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit D of which the Company is aware.

 

12

 

 

Form of Warrant

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

[End of Exhibit D]

 

13

 EX-10.69 14 f10kexex10-69_gz6gtechno.htm EX-10.69

 

Exhibit 10.69

 

Form of Warrant

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 131,850

Date of Issuance: December 20, 2022 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 131,850 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated December 20, 2022, by and among the Company and the Introduced Party (as defined in the Fee Agreement).

 

Terms used in this Warrant shall have the meanings set forth in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.12, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date which is five years after the Issuance Date.

 

 

 

 

Form of Warrant

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X =  Y (A-B)  
     
  A  

 

  Where X =the number of Shares to be issued to Holder.

 

Y =the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A =the Market Price (at the date of such calculation).

 

B =Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

Form of Warrant

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

3

 

 

Form of Warrant

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

 

Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

4

 

 

Form of Warrant

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one and a half (1.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

5

 

 

Form of Warrant

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

6

 

 

Form of Warrant

 

11. PIGGYBACK REGISTRATION RIGHTS. The Company hereby grants to the Buyer the registration rights set forth on Exhibit D hereto.

 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Nasdaq” means www.Nasdaq.com.

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) [Intentionally Omitted].

 

(f) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

 

(h) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

 

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

 

* * * * * * *

 

7

 

 

Form of Warrant

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G Technologies Corp.
     
  By: /s/ William Coleman Smith, Jr.
  Name: William Coleman Smith, Jr.
  Title: CEO

 

8

 

 

Form of Warrant

 

EXHIBIT B

 

NOTICE OF EXERCISE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of GZ6G Technologies Corp., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐a cash exercise with respect to Warrant Shares; or

 

☐by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $____________________ to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder ____________________ Warrant Shares in accordance with the terms of the Warrant.

 

Date:    

 

   
  (Print Name of Registered Holder)
     
  By:  
  Name:  
  Title:  

 

9

 

 

Form of Warrant

 

EXHIBIT C

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase ____________________ shares of common stock of GZ6G Technologies Corp., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of GZ6G Technologies Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:    

 

   
  (Signature)
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

*The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, please indicate your position(s) and title(s) with such entity.

 

10

 

 

Form of Warrant

 

EXHIBIT D

 

REGISTRATION RIGHTS

 

All of the shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to the provisions of this Exhibit C.

 

1.Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy- Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

11

 

 

Form of Warrant

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit D by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit D and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit D, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit D of which the Company is aware.

 

12

 

 

Form of Warrant

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

[End of Exhibit D]

 

13

 EX-10.70 15 f10kexex10-70_gz6gtechno.htm EX-10.70

 

Exhibit 10.70

 

Form of Warrant

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 263,700

Date of Issuance: January 23, 2023 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 263,700 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated January 23, 2023, by and among the Company and the Introduced Party (as defined in the Fee Agreement).

 

Terms used in this Warrant shall have the meanings set forth in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.06, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date which is five years after the Issuance Date.

 

 

 

 

Form of Warrant

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X =  Y (A-B)  
     
  A  

 

  Where X =the number of Shares to be issued to Holder.

 

Y =the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A =the Market Price (at the date of such calculation).

 

B =Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

Form of Warrant

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

3

 

 

Form of Warrant

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

 

Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

4

 

 

Form of Warrant

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one and a half (1.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

5

 

 

Form of Warrant

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

6

 

 

Form of Warrant

 

11. PIGGYBACK REGISTRATION RIGHTS. The Company hereby grants to the Buyer the registration rights set forth on Exhibit D hereto.

 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Nasdaq” means www.Nasdaq.com.

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) [Intentionally Omitted].

 

(f) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

 

(h) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

 

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

 

* * * * * * *

 

7

 

 

Form of Warrant

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G Technologies Corp.
     
  By: /s/ William Coleman Smith, Jr.
  Name: William Coleman Smith, Jr.
  Title: CEO

 

8

 

 

Form of Warrant

 

EXHIBIT B

 

NOTICE OF EXERCISE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of GZ6G Technologies Corp., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐a cash exercise with respect to Warrant Shares; or

 

☐by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $____________________ to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder ____________________ Warrant Shares in accordance with the terms of the Warrant.

 

Date:    

 

   
  (Print Name of Registered Holder)
     
  By:  
  Name:  
  Title:  

 

9

 

 

Form of Warrant

 

EXHIBIT C

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase ____________________ shares of common stock of GZ6G Technologies Corp., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of GZ6G Technologies Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:    

 

   
  (Signature)
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

*The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, please indicate your position(s) and title(s) with such entity.

 

10

 

 

Form of Warrant

 

EXHIBIT D

 

REGISTRATION RIGHTS

 

All of the shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to the provisions of this Exhibit C.

 

1.Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy- Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

11

 

 

Form of Warrant

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit D by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit D and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit D, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit D of which the Company is aware.

 

12

 

 

Form of Warrant

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

[End of Exhibit D]

 

13

 EX-10.71 16 f10kexex10-71_gz6gtechno.htm EX-10.71

 

Exhibit 10.71

 

Form of Warrant

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 263,700

Date of Issuance: March 16, 2023 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 263,700 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated March 16, 2023, by and among the Company and the Introduced Party (as defined in the Fee Agreement).

 

Terms used in this Warrant shall have the meanings set forth in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.06, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date which is five years after the Issuance Date.

 

 

 

 

Form of Warrant

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X =  Y (A-B)  
     
  A  

 

  Where X =the number of Shares to be issued to Holder.

 

Y =the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A =the Market Price (at the date of such calculation).

 

B =Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

Form of Warrant

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

3

 

 

Form of Warrant

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

 

Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

4

 

 

Form of Warrant

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one and a half (1.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

5

 

 

Form of Warrant

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

6

 

 

Form of Warrant

 

11. PIGGYBACK REGISTRATION RIGHTS. The Company hereby grants to the Buyer the registration rights set forth on Exhibit D hereto.

 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Nasdaq” means www.Nasdaq.com.

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) [Intentionally Omitted].

 

(f) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

 

(h) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

 

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

 

* * * * * * *

 

7

 

 

Form of Warrant

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G Technologies Corp.
     
  By:  
  Name: William Coleman Smith, Jr.
  Title: CEO

 

8

 

 

Form of Warrant

 

EXHIBIT B

 

NOTICE OF EXERCISE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of GZ6G Technologies Corp., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐a cash exercise with respect to Warrant Shares; or

 

☐by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $____________________ to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder ____________________ Warrant Shares in accordance with the terms of the Warrant.

 

Date:    

 

   
  (Print Name of Registered Holder)
     
  By:  
  Name:  
  Title:  

 

9

 

 

Form of Warrant

 

EXHIBIT C

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase ____________________ shares of common stock of GZ6G Technologies Corp., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of GZ6G Technologies Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:    

 

   
  (Signature)
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

*The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, please indicate your position(s) and title(s) with such entity.

 

10

 

 

Form of Warrant

 

EXHIBIT D

 

REGISTRATION RIGHTS

 

All of the shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to the provisions of this Exhibit C.

 

1.Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy- Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

11

 

 

Form of Warrant

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit D by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit D and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit D, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit D of which the Company is aware.

 

12

 

 

Form of Warrant

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

[End of Exhibit D]

 

13

 EX-10.72 17 f10kexex10-72_gz6gtechno.htm EX-10.72

 

Exhibit 10.72

 

Form of Warrant

 

NEITHER THIS SECURITY NOR THE SECURITIES AS TO WHICH THIS SECURITY MAY BE EXERCISED HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. THIS SECURITY AND THE SECURITIES ISSUABLE UPON EXERCISE OF THIS SECURITY MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN SECURED BY SUCH SECURITIES.

 

COMMON STOCK PURCHASE WARRANT

 

GZ6G TECHNOLOGIES CORP.

 

Warrant Shares: 72,000

Date of Issuance: November 3, 2022 (“Issuance Date”)

 

This COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for services provided according to Fee Agreement dated September 7, 2021, J.H. Darbie & Co., Inc., a New York corporation (including any permitted and registered assigns, the “Holder”), is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time during the Exercise Period (as defined below), to purchase from GZ6G Technologies Corp., a Nevada corporation (the “Company”), up to 72,000 shares of Common Stock (as defined below) (the “Warrant Shares”) (whereby such number may be adjusted from time to time pursuant to the terms and conditions of this Warrant) at the Exercise Price per share then in effect. This Warrant is issued by the Company as of the date hereof in connection with that certain securities purchase agreement dated November 3, 2022, by and among the Company and the Introduced Party (as defined in the Fee Agreement).

 

Terms used in this Warrant shall have the meanings set forth in Section 13 below. For purposes of this Warrant, the term “Exercise Price” shall mean $0.12, subject to adjustment as provided herein (including but not limited to cashless exercise), and the term “Exercise Period” shall mean the period commencing on the Issuance Date and ending on 5:00 p.m. eastern standard time on the date which is five years after the Issuance Date.

 

 

 

 

Form of Warrant

 

1. EXERCISE OF WARRANT.

 

(a) Mechanics of Exercise. Subject to the terms and conditions hereof, the rights represented by this Warrant may be exercised in whole or in part at any time or times during the Exercise Period by delivery of a written notice, in the form attached hereto as Exhibit B (the “Exercise Notice”), of the Holder’s election to exercise this Warrant. The Holder shall not be required to deliver the original Warrant in order to effect an exercise hereunder. Partial exercises of this Warrant resulting in purchases of a portion of the total number of Warrant Shares available hereunder shall have the effect of lowering the outstanding number of Warrant Shares purchasable hereunder in an amount equal to the applicable number of Warrant Shares purchased. On or before the second Trading Day (the “Warrant Share Delivery Date”) following the date on which the Holder sent the Exercise Notice to the Company or the Company’s transfer agent, and upon receipt by the Company of payment to the Company of an amount equal to the applicable Exercise Price multiplied by the number of Warrant Shares as to which all or a portion of this Warrant is being exercised (the “Aggregate Exercise Price” and together with the Exercise Notice, the “Exercise Delivery Documents”) in cash or by wire transfer of immediately available funds (or by cashless exercise, in which case there shall be no Aggregate Exercise Price provided), the Company shall (or direct its transfer agent to) issue and dispatch by overnight courier to the address as specified in the Exercise Notice, a certificate, registered in the Company’s share register in the name of the Holder or its designee, for the number of shares of Common Stock to which the Holder is entitled pursuant to such exercise (or deliver such shares of Common Stock in electronic format if requested by the Holder). Upon delivery of the Exercise Delivery Documents, the Holder shall be deemed for all corporate purposes to have become the holder of record of the Warrant Shares with respect to which this Warrant has been exercised, irrespective of the date of delivery of the certificates evidencing such Warrant Shares. If this Warrant is submitted in connection with any exercise and the number of Warrant Shares represented by this Warrant submitted for exercise is greater than the number of Warrant Shares being acquired upon an exercise, then the Company shall as soon as practicable and in no event later than three Business Days after any exercise and at its own expense, issue a new Warrant (in accordance with Section 6) representing the right to purchase the number of Warrant Shares purchasable immediately prior to such exercise under this Warrant, less the number of Warrant Shares with respect to which this Warrant is exercised.

 

If the Company fails to cause its transfer agent to transmit to the Holder the respective shares of Common Stock by the respective Warrant Share Delivery Date, then the Holder shall have, in addition to all other rights and remedies at law or otherwise, the right to rescind such exercise in Holder’s sole discretion, and such failure shall be deemed an event of default under the Note.

 

If the Market Price of one share of Common Stock is greater than the Exercise Price, the Holder may elect to receive Warrant Shares pursuant to a cashless exercise, in lieu of a cash exercise, equal to the value of this Warrant determined in the manner described below (or of any portion thereof remaining unexercised) by surrender of this Warrant and a Notice of Exercise, in which event the Company shall issue to Holder a number of Common Stock computed using the following formula:

 

X =  Y (A-B)  
     
  A  

 

  Where X =the number of Shares to be issued to Holder.

 

Y =the number of Warrant Shares that the Holder elects to purchase under this Warrant (at the date of such calculation).

 

A =the Market Price (at the date of such calculation).

 

B =Exercise Price (as adjusted to the date of such calculation).

 

(b) No Fractional Shares. No fractional shares shall be issued upon the exercise of this Warrant as a consequence of any adjustment pursuant hereto. All Warrant Shares (including fractions) issuable upon exercise of this Warrant may be aggregated for purposes of determining whether the exercise would result in the issuance of any fractional share. If, after aggregation, the exercise would result in the issuance of a fractional share, the Company shall, in lieu of issuance of any fractional share, pay the Holder otherwise entitled to such fraction a sum in cash equal to the product resulting from multiplying the then-current fair market value of a Warrant Share by such fraction.

 

2

 

 

Form of Warrant

 

(c) Holder’s Exercise Limitations. Notwithstanding anything to the contrary contained herein, the Company shall not effect any exercise of this Warrant, and a Holder shall not have the right to exercise any portion of this Warrant, pursuant to Section 1 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s affiliates (the “Affiliates”), and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates (such Persons, “Attribution Parties”)), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and Attribution Parties shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates or Attribution Parties and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates or Attribution Parties. Except as set forth in the preceding sentence, for purposes of this Section 1(c), beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Holder is solely responsible for any schedules required to be filed in accordance therewith. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 1(c), in determining the number of outstanding shares of Common Stock, a Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company or (C) a more recent written notice by the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written or oral request of a Holder, the Company shall within two Trading Days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates or Attribution Parties since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 4.99% of the number of shares of the Common Stock outstanding at the time of the respective calculation hereunder. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

 

2. ADJUSTMENTS. The Exercise Price and the number of Warrant Shares shall be adjusted from time to time as follows:

 

(a) Distribution of Assets. If the Company shall declare or make any dividend or other distribution of its assets (or rights to acquire its assets) to holders of shares of Common Stock, by way of return of capital or otherwise (including without limitation any distribution of cash, stock or other securities, property or options by way of a dividend, spin off, reclassification, corporate rearrangement or other similar transaction) (a “Distribution”), at any time after the issuance of this Warrant, then, in each such case:

 

(i) any Exercise Price in effect immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution shall be reduced, effective as of the close of business on such record date, to a price determined by multiplying such Exercise Price by a fraction (i) the numerator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date minus the value of the Distribution (as determined in good faith by the Company’s Board of Directors) applicable to one share of Common Stock, and (ii) the denominator of which shall be the Closing Sale Price of the shares of Common Stock on the Trading Day immediately preceding such record date; and

 

3

 

 

Form of Warrant

 

(ii) the number of Warrant Shares shall be increased to a number of shares equal to the number of shares of Common Stock obtainable immediately prior to the close of business on the record date fixed for the determination of holders of shares of Common Stock entitled to receive the Distribution multiplied by the reciprocal of the fraction set forth in the immediately preceding clause (i); provided, however, that in the event that the Distribution is of shares of common stock of a company (other than the Company) whose common stock is traded on a national securities exchange or a national automated quotation system (“Other Shares of Common Stock”), then the Holder may elect to receive a warrant to purchase Other Shares of Common Stock in lieu of an increase in the number of Warrant Shares, the terms of which shall be identical to those of this Warrant, except that such warrant shall be exercisable into the number of shares of Other Shares of Common Stock that would have been payable to the Holder pursuant to the Distribution had the Holder exercised this Warrant immediately prior to such record date and with an aggregate exercise price equal to the product of the amount by which the exercise price of this Warrant was decreased with respect to the Distribution pursuant to the terms of the immediately preceding clause (i) and the number of Warrant Shares calculated in accordance with the first part of this clause (ii).

 

(b) Anti-Dilution Adjustments to Exercise Price. If the Company or any Subsidiary thereof, as applicable, at any time while this Warrant is outstanding, shall sell or grant any option to purchase, or sell or grant any right to reprice, or otherwise dispose of or issue (or announce any offer, sale, grant or any option to purchase or other disposition) any Common Stock or securities entitling any person or entity to acquire shares of Common Stock (upon conversion, exercise or otherwise) (including but not limited to the price at which Common Stock is issuable under the Note), at an effective price per share less than the then Exercise Price (such lower price, the “Base Share Price” and such issuances collectively, a “Dilutive Issuance”) (if the holder of the Common Stock or Common Stock Equivalents so issued shall at any time, whether by operation of purchase price adjustments, elimination of an applicable floor price for any reason in the future (including but not limited to the passage of time or satisfaction of certain condition(s)), reset provisions, floating conversion, exercise or exchange prices or otherwise, or due to warrants, options or rights per share which are issued in connection with such issuance, be entitled or potentially entitled to receive shares of Common Stock at an effective price per share which is less than the Exercise Price at any time while such Common Stock or Common Stock Equivalents are in existence, such issuance shall be deemed to have occurred for less than the Exercise Price on such date of the Dilutive Issuance (regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price), then the Exercise Price shall be reduced at the option of the Holder and only reduced to equal the Base Share Price. Such adjustment shall be made whenever such Common Stock or Common Stock Equivalents are issued, regardless of whether the Common Stock or Common Stock Equivalents are (i) subsequently redeemed or retired by the Company after the date of the Dilutive Issuance or (ii) actually converted or exercised at such Base Share Price by the holder thereof (for the avoidance of doubt, the Holder may utilize the Base Share Price even if the Company did not actually issue shares of its common stock at the Base Share Price under the respective Common stock Equivalents). The Company shall notify the Holder in writing, no later than the Trading Day following the issuance of any Common Stock or Common Stock Equivalents subject to this Section 2(b), indicating therein the applicable issuance price, or applicable reset price, exchange price, conversion price and other pricing terms (such notice the “Dilutive Issuance Notice”). For purposes of clarification, whether or not the Company provides a Dilutive Issuance Notice pursuant to this Section 2(b), upon the occurrence of any Dilutive Issuance, after the date of such Dilutive Issuance the Holder is entitled to the Base Share Price regardless of whether the Holder accurately refers to the Base Share Price in the Notice of Exercise.

 

Subdivision or Combination of Common Stock. If the Company at any time on or after the Issuance Date subdivides (by any stock split, stock dividend, recapitalization or otherwise) one or more classes of its outstanding shares of Common Stock into a greater number of shares, the Exercise Price in effect immediately prior to such subdivision will be proportionately reduced and the number of Warrant Shares will be proportionately increased. If the Company at any time on or after the Issuance Date combines (by combination, reverse stock split or otherwise) one or more classes of its outstanding shares of Common Stock into a smaller number of shares, the Exercise Price in effect immediately prior to such combination will be proportionately increased and the number of Warrant Shares will be proportionately decreased. Any adjustment under this Section 2(c) shall become effective at the close of business on the date the subdivision or combination becomes effective. Each such adjustment of the Exercise Price shall be calculated to the nearest one-hundredth of a cent. Such adjustment shall be made successively whenever any event covered by this Section 2(c) shall occur.

 

4

 

 

Form of Warrant

 

3. FUNDAMENTAL TRANSACTIONS. If, at any time while this Warrant is outstanding, (i) the Company effects any merger of the Company with or into another entity and the Company is not the surviving entity (such surviving entity, the “Successor Entity”), (ii) the Company effects any sale of all or substantially all of its assets in one or a series of related transactions, (iii) any tender offer or exchange offer (whether by the Company or by another individual or entity, and approved by the Company) is completed pursuant to which holders of Common Stock are permitted to tender or exchange their shares of Common Stock for other securities, cash or property and the holders of at least 50% of the Common Stock accept such offer, or (iv) the Company effects any reclassification of the Common Stock or any compulsory share exchange pursuant to which the Common Stock is effectively converted into or exchanged for other securities, cash or property (other than as a result of a subdivision or combination of shares of Common Stock) (in any such case, a “Fundamental Transaction”), then, upon any subsequent exercise of this Warrant, the Holder shall have the right to receive the number of shares of Common Stock of the Successor Entity or of the Company and any additional consideration (the “Alternate Consideration”) receivable upon or as a result of such reorganization, reclassification, merger, consolidation or disposition of assets by a holder of the number of shares of Common Stock for which this Warrant is exercisable immediately prior to such event (disregarding any limitation on exercise contained herein solely for the purpose of such determination). For purposes of any such exercise, the determination of the Exercise Price shall be appropriately adjusted to apply to such Alternate Consideration based on the amount of Alternate Consideration issuable in respect of one share of Common Stock in such Fundamental Transaction, and the Company shall apportion the Exercise Price among the Alternate Consideration in a reasonable manner reflecting the relative value of any different components of the Alternate Consideration. If holders of Common Stock are given any choice as to the securities, cash or property to be received in a Fundamental Transaction, then the Holder shall be given the same choice as to the Alternate Consideration it receives upon any exercise of this Warrant following such Fundamental Transaction. To the extent necessary to effectuate the foregoing provisions, any Successor Entity in such Fundamental Transaction shall issue to the Holder a new warrant consistent with the foregoing provisions and evidencing the Holder’s right to exercise such warrant into Alternate Consideration.

 

4. NON-CIRCUMVENTION. The Company covenants and agrees that it will not, by amendment of its certificate of incorporation, bylaws or through any reorganization, transfer of assets, consolidation, merger, scheme of arrangement, dissolution, issue or sale of securities, or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of this Warrant, and will at all times in good faith carry out all the provisions of this Warrant and take all action as may be required to protect the rights of the Holder. Without limiting the generality of the foregoing, the Company (i) shall not increase the par value of any shares of Common Stock receivable upon the exercise of this Warrant above the Exercise Price then in effect, (ii) shall take all such actions as may be necessary or appropriate in order that the Company may validly and legally issue fully paid and non-assessable shares of Common Stock upon the exercise of this Warrant, and (iii) shall, for so long as this Warrant is outstanding, have authorized and reserved, free from preemptive rights, one and a half (1.5) times the number of shares of Common Stock into which the Warrants are then exercisable into to provide for the exercise of the rights represented by this Warrant (without regard to any limitations on exercise).

 

5. WARRANT HOLDER NOT DEEMED A STOCKHOLDER. Except as otherwise specifically provided herein, this Warrant, in and of itself, shall not entitle the Holder to any voting rights or other rights as a stockholder of the Company. In addition, nothing contained in this Warrant shall be construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by creditors of the Company.

 

5

 

 

Form of Warrant

 

6. REISSUANCE.

 

(a) Lost, Stolen or Mutilated Warrant. If this Warrant is lost, stolen, mutilated or destroyed, the Company will, on such terms as to indemnity or otherwise as it may reasonably impose (which shall, in the case of a mutilated Warrant, include the surrender thereof), issue a new Warrant of like denomination and tenor as this Warrant so lost, stolen, mutilated or destroyed.

 

(b) Issuance of New Warrants. Whenever the Company is required to issue a new Warrant pursuant to the terms of this Warrant, such new Warrant shall be of like tenor with this Warrant, and shall have an issuance date, as indicated on the face of such new Warrant which is the same as the Issuance Date.

 

7. TRANSFER. This Warrant shall be binding upon the Company and its successors and assigns and shall inure to be the benefit of the Holder and its successors and assigns. Notwithstanding anything to the contrary herein, the rights, interests or obligations of the Company hereunder may not be assigned, by operation of law or otherwise, in whole or in part, by the Company without the prior signed written consent of the Holder, which consent may be withheld at the sole discretion of the Holder (any such assignment or transfer shall be null and void if the Company does not obtain the prior signed written consent of the Holder). This Warrant or any of the severable rights and obligations inuring to the benefit of or to be performed by Holder hereunder may be assigned by Holder to a third party, in whole or in part, without the need to obtain the Company’s consent thereto.

 

8. NOTICES. Whenever notice is required to be given under this Warrant, unless otherwise provided herein, such notice shall be given in accordance with the notice provisions contained in the Purchase Agreement. The Company shall provide the Holder with prompt written notice (i) immediately upon any adjustment of the Exercise Price, setting forth in reasonable detail, the calculation of such adjustment and (ii) at least 20 days prior to the date on which the Company closes its books or takes a record (A) with respect to any dividend or distribution upon the shares of Common Stock, (B) with respect to any grants, issuances or sales of any stock or other securities directly or indirectly convertible into or exercisable or exchangeable for shares of Common Stock or other property, pro rata to the holders of shares of Common Stock or (C) for determining rights to vote with respect to any Fundamental Transaction, dissolution or liquidation, provided in each case that such information shall be made known to the public prior to or in conjunction with such notice being provided to the Holder.

 

9. AMENDMENT AND WAIVER. The terms of this Warrant may be amended or waived (either generally or in a particular instance and either retroactively or prospectively) only with the written consent of the Company and the Holder.

 

10. GOVERNING LAW AND VENUE. This Warrant shall be governed by and construed in accordance with the laws of the State of Nevada without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Warrant shall be brought only in the state courts located in the Commonwealth of Massachusetts or federal courts located in Commonwealth of Massachusetts. The parties to this Warrant hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO, AND AGREES NOT TO REQUEST, A JURY TRIAL FOR THE ADJUDICATION OF ANY DISPUTE HEREUNDER OR UNDER ANY OTHER TRANSACTION DOCUMENT ENTERED INTO IN CONNECTION WITH OR ARISING OUT OF THIS AGREEMENT, ANY OTHER TRANSACTION DOCUMENT OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. The prevailing party shall be entitled to recover from the other party its reasonable attorney’s fees and costs. In the event that any provision of this Warrant or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Agreement or any other Transaction Document by mailing a copy thereof via registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Agreement and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

 

6

 

 

Form of Warrant

 

11. PIGGYBACK REGISTRATION RIGHTS. The Company hereby grants to the Buyer the registration rights set forth on Exhibit D hereto.

 

12. ACCEPTANCE. Receipt of this Warrant by the Holder shall constitute acceptance of and agreement to all of the terms and conditions contained herein.

 

13. CERTAIN DEFINITIONS. For purposes of this Warrant, the following terms shall have the following meanings:

 

(a) “Nasdaq” means www.Nasdaq.com.

 

(b) “Closing Sale Price” means, for any security as of any date, (i) the last closing trade price for such security on the Principal Market, as reported by Nasdaq, or, if the Principal Market begins to operate on an extended hours basis and does not designate the closing trade price, then the last trade price of such security prior to 4:00 p.m., New York time, as reported by Nasdaq, or (ii) if the foregoing does not apply, the last trade price of such security in the over-the-counter market for such security as reported by Nasdaq, or (iii) if no last trade price is reported for such security by Nasdaq, the average of the bid and ask prices of any market makers for such security as reported by the OTC Markets. If the Closing Sale Price cannot be calculated for a security on a particular date on any of the foregoing bases, the Closing Sale Price of such security on such date shall be the fair market value as mutually determined by the Company and the Holder. All such determinations to be appropriately adjusted for any stock dividend, stock split, stock combination or other similar transaction during the applicable calculation period.

 

(c) “Common Stock” means the Company’s common stock, and any other class of securities into which such securities may hereafter be reclassified or changed.

 

(d) “Common Stock Equivalents” means any securities of the Company that would entitle the holder thereof to acquire at any time Common Stock, including without limitation any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

 

(e) [Intentionally Omitted].

 

(f) “Person” and “Persons” means an individual, a limited liability company, a partnership, a joint venture, a corporation, a trust, an unincorporated organization, any other entity and any governmental entity or any department or agency thereof.

 

(g) “Principal Market” means the primary national securities exchange on which the Common Stock is then traded.

 

(h) “Market Price” means the highest traded price of the Common Stock during the one hundred fifty Trading Days prior to the date of the respective Exercise Notice.

 

(i) “Trading Day” means (i) any day on which the Common Stock is listed or quoted and traded on its Principal Market, (ii) if the Common Stock is not then listed or quoted and traded on any national securities exchange, then a day on which trading occurs on any over-the-counter markets, or (iii) if trading does not occur on the over-the-counter markets, any Business Day.

 

* * * * * * *

 

7

 

 

Form of Warrant

 

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed as of the Issuance Date set forth above.

 

  GZ6G Technologies Corp.
     
  By: /s/ William Coleman Smith, Jr.
  Name: William Coleman Smith, Jr.
  Title: CEO

 

8

 

 

Form of Warrant

 

EXHIBIT B

 

NOTICE OF EXERCISE

 

(To be executed by the registered holder to exercise this Common Stock Purchase Warrant)

 

THE UNDERSIGNED holder hereby exercises the right to purchase of the shares of Common Stock (“Warrant Shares”) of GZ6G Technologies Corp., a Nevada corporation (the “Company”), evidenced by the attached copy of the Common Stock Purchase Warrant (the “Warrant”). Capitalized terms used herein and not otherwise defined shall have the respective meanings set forth in the Warrant.

 

1.Form of Exercise Price. The Holder intends that payment of the Exercise Price shall be made as (check one):

 

☐a cash exercise with respect to Warrant Shares; or

 

☐by cashless exercise pursuant to the Warrant.

 

2.Payment of Exercise Price. If cash exercise is selected above, the holder shall pay the applicable Aggregate Exercise Price in the sum of $____________________ to the Company in accordance with the terms of the Warrant.

 

3.Delivery of Warrant Shares. The Company shall deliver to the holder ____________________ Warrant Shares in accordance with the terms of the Warrant.

 

Date:    

 

   
  (Print Name of Registered Holder)
     
  By:  
  Name:  
  Title:  

 

9

 

 

Form of Warrant

 

EXHIBIT C

 

ASSIGNMENT OF WARRANT

 

(To be signed only upon authorized transfer of the Warrant)

 

FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto the right to purchase ____________________ shares of common stock of GZ6G Technologies Corp., to which the within Common Stock Purchase Warrant relates and appoints ____________________, as attorney-in-fact, to transfer said right on the books of GZ6G Technologies Corp. with full power of substitution and re-substitution in the premises. By accepting such transfer, the transferee has agreed to be bound in all respects by the terms and conditions of the within Warrant.

 

Dated:    

 

   
  (Signature)
   
   
  (Name)
   
   
  (Address)
   
   
  (Social Security or Tax Identification No.)

 

*The signature on this Assignment of Warrant must correspond to the name as written upon the face of the Common Stock Purchase Warrant in every particular without alteration or enlargement or any change whatsoever. When signing on behalf of a corporation, partnership, trust, or other entity, please indicate your position(s) and title(s) with such entity.

 

10

 

 

Form of Warrant

 

EXHIBIT D

 

REGISTRATION RIGHTS

 

All of the shares into which the Warrant is exercisable into will be deemed “Registrable Securities” subject to the provisions of this Exhibit C.

 

1.Piggy-Back Registration.

 

1.1 Piggy-Back Rights. If at any time on or after the date of the Closing the Company proposes to file any Registration Statement under the 1933 Act (a “Registration Statement”) with respect to any offering of equity securities, or securities or other obligations exercisable or exchangeable for, or convertible into, equity securities, by the Company for its own account or for shareholders of the Company for their account (or by the Company and by shareholders of the Company), other than a Registration Statement (i) filed in connection with any employee stock option or other benefit plan on Form S-8, (ii) for a dividend reinvestment plan or (iii) in connection with a merger or acquisition, then the Company shall (x) give written notice of such proposed filing to the holders of Registrable Securities appearing on the books and records of the Company as such a holder as soon as practicable but in no event less than ten (10) days before the anticipated filing date of the Registration Statement, which notice shall describe the amount and type of securities to be included in such Registration Statement, the intended method(s) of distribution, and the name of the proposed managing underwriter or underwriters, if any, of the offering, and (y) offer to the holders of Registrable Securities in such notice the opportunity to register the sale of such number of Registrable Securities as such holders may request in writing within three (3) days following receipt of such notice (a “Piggy-Back Registration”). The Company shall cause such Registrable Securities to be included in such registration and shall cause the managing underwriter or underwriters of a proposed underwritten offering to permit the Registrable Securities requested to be included in a Piggy-Back Registration on the same terms and conditions as any similar securities of the Company and to permit the sale or other disposition of such Registrable Securities in accordance with the intended method(s) of distribution thereof. All holders of Registrable Securities proposing to distribute their securities through a Piggy- Back Registration that involves an underwriter or underwriters shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such Piggy-Back Registration.

 

1.2 Withdrawal. Any holder of Registrable Securities may elect to withdraw such holder’s request for inclusion of Registrable Securities in any Piggy-Back Registration by giving written notice to the Company of such request to withdraw prior to the effectiveness of the Registration Statement. The Company (whether on its own determination or as the result of a withdrawal by persons making a demand pursuant to written contractual obligations) may withdraw a Registration Statement at any time prior to the effectiveness of such Registration Statement. Notwithstanding any such withdrawal, the Company shall pay all expenses incurred by the holders of Registrable Securities in connection with such Piggy-Back Registration as provided in Section 1.5 below.

 

1.3 The Company shall notify the holders of Registrable Securities at any time when a prospectus relating to such holder’s Registrable Securities is required to be delivered under the 1933 Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such Registration Statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. At the request of such holder, the Company shall also prepare, file and furnish to such holder a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of the Registrable Securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in light of the circumstances then existing. The holders of Registrable Securities shall not to offer or sell any Registrable Securities covered by the Registration Statement after receipt of such notification until the receipt of such supplement or amendment.

 

11

 

 

Form of Warrant

 

1.4 The Company may request a holder of Registrable Securities to furnish the Company such information with respect to such holder and such holder’s proposed distribution of the Registrable Securities pursuant to the Registration Statement as the Company may from time to time reasonably request in writing or as shall be required by law or by the SEC in connection therewith, and such holders shall furnish the Company with such information.

 

1.5 All fees and expenses incident to the performance of or compliance with this Exhibit D by the Company shall be borne by the Company whether or not any Registrable Securities are sold pursuant to a Registration Statement. The fees and expenses referred to in the foregoing sentence shall include, without limitation, (i) all registration and filing fees (including, without limitation, fees and expenses of the Company’s counsel and independent registered public accountants) (A) with respect to filings made with the SEC, (B) with respect to filings required to be made with any trading market on which the Common Stock is then listed for trading, (C) in compliance with applicable state securities or Blue Sky laws reasonably agreed to by the Company in writing (including, without limitation, fees and disbursements of counsel for the Company in connection with Blue Sky qualifications or exemptions of the Registrable Securities) and (D) with respect to any filing that may be required to be made by any broker through which a holder of Registrable Securities intends to make sales of Registrable Securities with the FINRA, (ii) printing expenses, (iii) messenger, telephone and delivery expenses, (iv) fees and disbursements of counsel for the Company, (v) 1933 Act liability insurance, if the Company so desires such insurance, (vi) fees and expenses of all other persons or entities retained by the Company in connection with the consummation of the transactions contemplated by this Exhibit D and (vii) reasonable fees and disbursements of a single special counsel for the holders of Registrable Securities (selected by holders of the majority of the Registrable Securities requesting such registration). In addition, the Company shall be responsible for all of its internal expenses incurred in connection with the consummation of the transactions contemplated by this Agreement (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expense of any annual audit and the fees and expenses incurred in connection with the listing of the Registrable Securities on any securities exchange as required hereunder. In no event shall the Company be responsible for any broker or similar commissions of any holder of Registrable Securities.

 

1.6 The Company and its successors and assigns shall indemnify and hold harmless the Buyer, each holder of Registrable Securities, the officers, directors, members, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each of them, each individual or entity who controls the Buyer or any such holder of Registrable Securities (within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act) and the officers, directors, members, stockholders, partners, agents and employees (and any other individuals or entities with a functionally equivalent role of a person holding such titles, notwithstanding a lack of such title or any other title) of each such controlling individual or entity (each, an “Indemnified Party”), to the fullest extent permitted by applicable law, from and against any and all losses, claims, damages, liabilities, costs (including, without limitation, reasonable attorneys’ fees) and expenses (collectively, “Losses”), as incurred, arising out of or relating to (1) any untrue or alleged untrue statement of a material fact contained in a Registration Statement, any related prospectus or any form of prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or arising out of or relating to any omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein (in the case of any such prospectus or supplement thereto, in light of the circumstances under which they were made) not misleading or (2) any violation or alleged violation by the Company of the 1933 Act, the 1934 Act or any state securities law, or any rule or regulation thereunder, in connection with the performance of its obligations under this Exhibit D, except to the extent, but only to the extent, that (i) such untrue statements or omissions are based upon information regarding the Buyer or such holder of Registrable Securities furnished to the Company by such party for use therein. The Company shall notify the Buyer and each holder of Registrable Securities promptly of the institution, threat or assertion of any proceeding arising from or in connection with the transactions contemplated by this Exhibit D of which the Company is aware.

 

12

 

 

Form of Warrant

 

1.7 If the indemnification under Section 1.6 is unavailable to an Indemnified Party or insufficient to hold an Indemnified Party harmless for any Losses, then the Company shall contribute to the amount paid or payable by such Indemnified Party, in such proportion as is appropriate to reflect the relative fault of the Company and Indemnified Party in connection with the actions, statements or omissions that resulted in such Losses as well as any other relevant equitable considerations. The relative fault of the Company and Indemnified Party shall be determined by reference to, among other things, whether any action in question, including any untrue or alleged untrue statement of a material fact or omission or alleged omission of a material fact, has been taken or made by, or relates to information supplied by, the Company or the Indemnified Party, and the parties’ relative intent, knowledge, access to information and opportunity to correct or prevent such action, statement or omission. The amount paid or payable by a party as a result of any Losses shall be deemed to include any reasonable attorneys’ or other fees or expenses incurred by such party in connection with any proceeding to the extent such party would have been indemnified for such fees or expenses if the indemnification provided for in Section 1.6 was available to such party in accordance with its terms. It is agreed that it would not be just and equitable if contribution pursuant to this Section 1.7 were determined by pro rata allocation or by any other method of allocation that does not take into account the equitable considerations referred to in the immediately preceding sentence. Notwithstanding the provisions of this Section 1.7, neither the Buyer nor any holder of Registrable Securities shall be required to contribute, in the aggregate, any amount in excess of the amount by which the net proceeds actually received by such party from the sale of all of their Registrable Securities pursuant to such Registration Statement or related prospectus exceeds the amount of any damages that such party has otherwise been required to pay by reason of such untrue or alleged untrue statement or omission or alleged omission.

 

[End of Exhibit D]

 

13

 EX-21 18 f10kex21_gz6gtechno.htm EX-21

 

Exhibit 21

 

LIST OF SUBSIDIARIES

 

Green Zebra Media Corp. – 60% controlled

 

 

 

 EX-31 19 f10kex31_gz6gtechno.htm EX-31

 

Exhibit 31

 

Certification Pursuant to pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the

Securities Exchange Act of 1934, as amended

 

I, William Coleman Smith, (Principal Executive Officer and Principal Financial and Accounting Officer), certify that:

 

1. I have reviewed this annual report on Form 10-K of GZ6G Technologies Corp. (the “Company);

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

 

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

 

4. As the registrant’s certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15-d-15 (f) for the registrant and I have:

 

  a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

 

  b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

 

  c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

 

  d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

 

5. As the registrant’s certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

 

  a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

 

  b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

By: /s/ William Coleman Smith  
  William Coleman Smith  
  Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)  
     
Date: April 17, 2023  

 

 

 

 EX-32 20 f10kex32_gz6gtechno.htm EX-32

 

Exhibit 32

 

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

 

The undersigned, William Coleman Smith, Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer) of GZ6G Technologies Corp. (the “Company”), certifies, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, 18 U.S.C. Section 1350) that, to his knowledge, the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022 (the “Report”):

 

  (1) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

  (2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

By: /s/William Coleman Smith  
  William Coleman Smith  
  Chief Executive Officer and Chief Financial Officer (Principal Executive Officer and Principal Financial and Accounting Officer)  
     
Date: April 17, 2023  

 

 

 GRAPHIC 21 image_001.jpg GRAPHIC begin 644 image_001.jpg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end GRAPHIC 22 image_002.jpg GRAPHIC begin 644 image_002.jpg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end GRAPHIC 23 image_003.jpg GRAPHIC begin 644 image_003.jpg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image_004.jpg GRAPHIC begin 644 image_004.jpg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Â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end GRAPHIC 25 image_005.jpg GRAPHIC begin 644 image_005.jpg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gzic-20221231.xsd XBRL SCHEMA FILE 00000001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 00000002 - Statement - Condensed Consolidated Balance Sheets link:presentationLink link:calculationLink link:definitionLink 00000003 - Statement - Condensed Consolidated Balance Sheets (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 00000004 - Statement - Condensed Consolidated Statements of Operations link:presentationLink link:calculationLink link:definitionLink 00000005 - Statement - Consolidated Statement of Stockholders Equity Deficit link:presentationLink link:calculationLink link:definitionLink 00000006 - Statement - Condensed Consolidated Statement of Cash Flows link:presentationLink link:calculationLink link:definitionLink 00000007 - Disclosure - ORGANIZATION AND DESCRIPTION OF BUSINESS link:presentationLink link:calculationLink link:definitionLink 00000008 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES link:presentationLink link:calculationLink link:definitionLink 00000009 - Disclosure - PROPERTY AND EQUIPMENT link:presentationLink link:calculationLink link:definitionLink 00000010 - Disclosure - PREPAID EXPENSES link:presentationLink link:calculationLink link:definitionLink 00000011 - Disclosure - OTHER CURRENT ASSETS link:presentationLink link:calculationLink link:definitionLink 00000012 - Disclosure - DEBT link:presentationLink link:calculationLink link:definitionLink 00000013 - Disclosure - CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES link:presentationLink link:calculationLink link:definitionLink 00000014 - Disclosure - RELATED PARTY TRANSACTIONS link:presentationLink link:calculationLink link:definitionLink 00000015 - Disclosure - OPERATING LEASE link:presentationLink link:calculationLink link:definitionLink 00000016 - Disclosure - COMMITMENTS link:presentationLink link:calculationLink link:definitionLink 00000017 - Disclosure - CAPITAL STOCK link:presentationLink link:calculationLink link:definitionLink 00000018 - Disclosure - SUBSEQUENT EVENTS link:presentationLink link:calculationLink link:definitionLink 00000019 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) link:presentationLink link:calculationLink link:definitionLink 00000020 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000021 - Disclosure - PROPERTY AND EQUIPMENT (Tables) link:presentationLink link:calculationLink link:definitionLink 00000022 - Disclosure - PREPAID EXPENSES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000023 - Disclosure - OTHER CURRENT ASSETS (Tables) link:presentationLink link:calculationLink link:definitionLink 00000024 - Disclosure - DEBT (Tables) link:presentationLink link:calculationLink link:definitionLink 00000025 - Disclosure - CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Tables) link:presentationLink link:calculationLink link:definitionLink 00000026 - Disclosure - RELATED PARTY TRANSACTIONS (Tables) link:presentationLink link:calculationLink link:definitionLink 00000027 - Disclosure - OPERATING LEASE (Tables) link:presentationLink link:calculationLink link:definitionLink 00000028 - Disclosure - COMMITMENTS (Tables) link:presentationLink link:calculationLink link:definitionLink 00000029 - Disclosure - CAPITAL STOCK (Tables) link:presentationLink link:calculationLink link:definitionLink 00000030 - Disclosure - the potentially dilutive securities that have not been included in the computation of diluted net loss (Details) link:presentationLink link:calculationLink link:definitionLink 00000031 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000032 - Disclosure - Property and equipment, net consists of the following (Details) link:presentationLink link:calculationLink link:definitionLink 00000033 - Disclosure - PROPERTY AND EQUIPMENT (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000034 - Disclosure - Prepaid expenses (Details) link:presentationLink link:calculationLink link:definitionLink 00000035 - Disclosure - PREPAID EXPENSES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000036 - Disclosure - Other current assets consist of the following (Details) link:presentationLink link:calculationLink link:definitionLink 00000037 - Disclosure - The carrying value of funding tranches is as follows (Details) link:presentationLink link:calculationLink link:definitionLink 00000038 - Disclosure - The interest expenses for the funding tranches are as follows (Details) link:presentationLink link:calculationLink link:definitionLink 00000039 - Disclosure - The accrued interest payable is as follows (Details) link:presentationLink link:calculationLink link:definitionLink 00000040 - Disclosure - Gain related to extinguishment (Details) link:presentationLink link:calculationLink link:definitionLink 00000041 - Disclosure - Schedule of the carrying value of the tranches (Details) link:presentationLink link:calculationLink link:definitionLink 00000042 - Disclosure - Schedule of the interest expense related to the tranches (Details) link:presentationLink link:calculationLink link:definitionLink 00000043 - Disclosure - Schedule of the accrued interest payable (Details) link:presentationLink link:calculationLink link:definitionLink 00000044 - Disclosure - Schedule of loss related to extinguishment (Details) link:presentationLink link:calculationLink link:definitionLink 00000045 - Disclosure - The carrying value of this convertible promissory note is as follows (Details) link:presentationLink link:calculationLink link:definitionLink 00000046 - Disclosure - The interest expenses for the convertible promissory note are as follows (Details) link:presentationLink link:calculationLink link:definitionLink 00000047 - Disclosure - Schedule of the accrued interest payable convertible promissory note (Details) link:presentationLink link:calculationLink link:definitionLink 00000048 - Disclosure - The interest expenses related to the SBA loan are as follows (Details) link:presentationLink link:calculationLink link:definitionLink 00000049 - Disclosure - DEBT (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000050 - Disclosure - The following table provides balances of customer receivables and contract liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 00000051 - Disclosure - CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000052 - Disclosure - The following amounts are included in debt to related party on our Balance Sheets (Details) link:presentationLink link:calculationLink link:definitionLink 00000053 - Disclosure - The interest expenses related to above loans are as follows (Details) link:presentationLink link:calculationLink link:definitionLink 00000054 - Disclosure - The following amounts are included in related party payables (Details) link:presentationLink link:calculationLink link:definitionLink 00000055 - Disclosure - RELATED PARTY TRANSACTIONS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000056 - Disclosure - Future minimum lease payments in respect of the above leases (Details) link:presentationLink link:calculationLink link:definitionLink 00000057 - Disclosure - OPERATING LEASE (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000058 - Disclosure - Schedule of default judgement (Details) link:presentationLink link:calculationLink link:definitionLink 00000059 - Disclosure - COMMITMENTS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000060 - Disclosure - the fair value of the outstanding common stock purchase warrants (Details) link:presentationLink link:calculationLink link:definitionLink 00000061 - Disclosure - summary of the warrant activity for the period (Details) link:presentationLink link:calculationLink link:definitionLink 00000062 - Disclosure - CAPITAL STOCK (Details Narrative) link:presentationLink link:calculationLink link:definitionLink 00000063 - Disclosure - SUBSEQUENT EVENTS (Details Narrative) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 27 gzic-20221231_cal.xml XBRL CALCULATION FILE EX-101.DEF 28 gzic-20221231_def.xml XBRL DEFINITION FILE EX-101.LAB 29 gzic-20221231_lab.xml XBRL LABEL FILE Class of Stock [Axis] Series A Preferred Stock [Member] Series B Preferred Stock [Member] Equity Components [Axis] Preferred Stock [Member] Common Stock [Member] Additional Paid-in Capital [Member] Retained Earnings [Member] Noncontrolling Interest [Member] Ownership [Axis] Green Zebra Media Corp [Member] Convertible Notes [Member] Stock Purchase Warrants [Member] Series A Preferred Stocks [Member] Award Type [Axis] Treaty Agreement [Member] Vesting [Axis] Share-based Payment Arrangement, Tranche One [Member] Debt Instrument [Axis] Convertible Debts [Member] Convertible Promissory Note [Member] Small Business Administration [Member] Paycheck Protection Program [Member] Legal Entity [Axis] National Funding Inc [Member] Loan Treaty Agreement [Member] Finite-Lived Intangible Assets by Major Class [Axis] Sponsorship Marketing Agreement [Member] Related Party [Axis] Terrence Flowers [Member] E L O C [Member] William Coleman Smith [Member] Coleman Smith [Member] Coleman Smith, President [Member] Interest Payable [Member] ELOC Holdings Corp. [Member] World Amber Corporation [Member] Acom Management Partners [Member] J H Derbie [Member] Mast Hill [Member] Plan Name [Axis] Share Purchase Warrants [Member] Statistical Measurement [Axis] Minimum [Member] Maximum [Member] Subsequent Event Type [Axis] Subsequent Event [Member] Mast Hill Fund L P [Member] Diagonal Lending L L C [Member] Cover [Abstract] Document Type Amendment Flag Amendment Description Document Registration Statement Document Annual Report Document Quarterly Report Document Transition Report Document Shell Company Report Document Shell Company Event Date Document Period Start Date Document Period End Date Document Fiscal Period Focus Document Fiscal Year Focus Current Fiscal Year End Date Entity File Number Entity Registrant Name Entity Central Index Key Entity Primary SIC Number Entity Tax Identification Number Entity Incorporation, State or Country Code Entity Address, Address Line One Entity Address, Address Line Two Entity Address, Address Line Three Entity Address, City or Town Entity Address, State or Province Entity Address, Country Entity Address, Postal Zip Code Country Region City Area Code Local Phone Number Extension Written Communications Soliciting Material Pre-commencement Tender Offer Pre-commencement Issuer Tender Offer Title of 12(b) Security No Trading Symbol Flag Trading Symbol Security Exchange Name Title of 12(g) Security Security Reporting Obligation Annual Information Form Audited Annual Financial Statements Entity Well-known Seasoned Issuer Entity Voluntary Filers Entity Current Reporting Status Entity Interactive Data Current Entity Filer Category Entity Small Business Entity Emerging Growth Company Elected Not To Use the Extended Transition Period Document Accounting Standard Other Reporting Standard Item Number Entity Shell Company Entity Public Float Entity Bankruptcy Proceedings, Reporting Current Entity Common Stock, Shares Outstanding Documents Incorporated by Reference [Text Block] Auditor Firm ID Auditor Name Auditor Location Statement of Financial Position [Abstract] ASSETS Current assets Cash Accounts receivable, net Prepaid expenses Other current assets Total current assets Property and equipment, net Right of use assets TOTAL ASSETS LIABILITIES AND STOCKHOLDERS’ DEFICIT Current liabilities Accounts payable and accrued expenses Related party payables Deferred revenue Debt, current portion Debt, related parties Convertible notes, net of debt discount Lease liability, current portion Total current liabilities Debt, net of current portion Lease liability, net of current portion Total liabilities Stockholders’ deficit Common stock, $0.001 par, 1,000,000,000 shares authorized, 70,837,511 and 25,177,973 shares issued and outstanding at December 31, 2022 and 2021, respectively Additional paid in capital Accumulated deficit Total GZ6G Technologies Corp stockholders’ deficit Non-controlling interest Total stockholders’ deficit TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT Statement [Table] Statement [Line Items] Preferred Stock, par value Preferred Stock, shares authorized Preferred stock, shares issued Preferred stock, shares outstanding Common Stock, par value Common Stock, shares authorized Common Stock, shares issued Common Stock, shares outstanding Income Statement [Abstract] NET REVENUES OPERATING EXPENSES Cost of revenue Depreciation General and administrative General and administrative, related parties Professional fees Total operating expenses (Loss) from operations Other income (expense) Interest expense Gain (loss) on debt extinguishment PPP loan forgiveness Total other income (expense) Net income (loss) Less: net income (loss) attributable to Non-controlling interest Net income (loss) attributable to GZ6G Technologies Corp. Basic and diluted net loss per common share Weighted average shares, basic and diluted Beginning balance, value Shares, Outstanding, Beginning Balance Shares issued to acquire additional interest in subsidiary Shares issued to acquire additional interest in subsidiary, shares Discount on debt, convertible notes issued Convertible note proceeds allocated to warrants Warrants issued as financing cost Issuance of common stock for debt conversion Issuance of common stock for debt conversion, shares Issuance of common stock for private placement Issuance of common stock for private placement Loss during the period Shares issued as financing cost Shares issued as financing cost, shares Shares issued under consulting agreements Shares issued under consulting agreements, shares Issuance of common stock for debt, related party Issuance of common stock for debt, related party, shares Sale of common stock under equity agreement Sale of common stock under equity agreement, shares Issuance of common stock for exercise of warrants Issuance of common stock for exercise of warrants, shares Issuance of common stock for cashless exercise of warrants Issuance of common stock for cashless exercise of warrants, shares Ending balance, value Shares, Outstanding, Ending Balance Statement of Cash Flows [Abstract] Cash flows from operating activities: Net Loss Adjustments to reconcile net loss to net cash used in operating activities: PPP loan forgiveness (Gain) loss upon note conversions Amortization of debt discount and issuance cost Warrants issued as financing cost Common stock issued as financing cost Common stock issued under consulting agreement Amortization of right of use assets Fixed assets reclassify to advertising expense Changes in operating assets and liabilities: Increase in accounts receivable Increase in prepaid expenses Increase in other current assets Increase in accounts payable and accrued expenses Increase in related party payables Decrease in deferred revenue Net cash provided by (used in) operating activities Cash Flows from Investing Activities: Proceeds from credit for leasehold improvements Purchase of equipment Net cash used in investing activities Cash flows from financing activities: Proceeds from sale of common stock, net Proceeds from exercise of warrants Proceeds from subscription receivable Proceeds from related party Repayment of debt, related party Refund from PPP loan Repayment of loan payable Proceeds from convertible notes Repayments of convertible notes Net cash provided by financing activities Net increase (decrease) in cash Cash-beginning of year Cash-end of year SUPPLEMENTAL DISCLOSURES Interest paid Income taxes paid NON-CASH INVESTING AND FINANCING ACTIVITIES Stock-settled debt liability for issued convertible debt Cashless warrant exercise Shares issued to settle debt, related party Shares issued under notices of conversion, principal Shares issued under notices of conversion, accrued interest payable Shares issued under notices of conversion, accounts payable Initial measurement of right to use assets and lease liability Debt discount related to convertible notes and warrants Accounting Policies [Abstract] ORGANIZATION AND DESCRIPTION OF BUSINESS SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Property, Plant and Equipment [Abstract] PROPERTY AND EQUIPMENT Prepaid Expenses PREPAID EXPENSES Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract] OTHER CURRENT ASSETS Debt Disclosure [Abstract] DEBT Customer Deposits Contract Receivables And Contract Liabilities CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES Related Party Transactions [Abstract] RELATED PARTY TRANSACTIONS Operating Lease OPERATING LEASE Commitments and Contingencies Disclosure [Abstract] COMMITMENTS Equity [Abstract] CAPITAL STOCK Subsequent Events [Abstract] SUBSEQUENT EVENTS Basis of Presentation Consolidation Use of Estimates Cash and Cash Equivalents Concentration of Credit Risk Property and Equipment Research and Development Costs Revenue Recognition Stock-Based Compensation Debt Issue Costs Original Issue Discount Stock Settled Debt Leases Fair Value of Financial Instruments Income Taxes Basic and Diluted Net Income (Loss) Per Share Recently Issued Accounting Pronouncements the potentially dilutive securities that have not been included in the computation of diluted net loss Property and equipment, net consists of the following Prepaid expenses Other current assets consist of the following Schedule of Short-term Debt [Table] Short-term Debt [Line Items] The carrying value of funding tranches is as follows The interest expenses for the funding tranches are as follows The accrued interest payable is as follows Gain related to extinguishment Schedule of the carrying value of the tranches Schedule of the interest expense related to the tranches Schedule of the accrued interest payable Schedule of loss related to extinguishment The carrying value of this convertible promissory note is as follows The interest expenses for the convertible promissory note are as follows Schedule of the accrued interest payable convertible promissory note The interest expenses related to the SBA loan are as follows The following table provides balances of customer receivables and contract liabilities The following amounts are included in debt to related party on our Balance Sheets The interest expenses related to above loans are as follows The following amounts are included in related party payables Future minimum lease payments in respect of the above leases Schedule of default judgement the fair value of the outstanding common stock purchase warrants summarizes information with respect to outstanding warrants to purchase common stock summary of the warrant activity for the period Antidilutive securities Eecluded from computation shares amount Ownership Percentage FDIC insured limit excess amount Stock settled debt Office equipment Leasehold improvements Software Total Less: accumulated depreciation and amortization Total property and equipment, net Depreciation expense Reseller agreement (1) Other expenses (2) Total Accelerated Share Repurchases, Settlement (Payment) or Receipt Security deposits Other deposits and receivables Total Principal Stock-settled liability Total Unamortized debt discount Debt carrying value Interest expense on notes Amortization of debt discount Total: Balance, December 31, 2020 Interest expense on the convertible notes Balance, December 31, 2021 Interest expense on the convertible notes Balance, December 31, 2022 Debt principal Stock-settled liability Total Issuance of 1,538,462 and 2,051 282 shares of common stock, respectively Gain (loss) on extinguishment of debt upon conversion Shares issued under conversion Repaid to principal Total Beginning Balance Interest expense on the convertible notes Shares issued under conversion Repaid in cash Ending Balance Accrued interest payable Transfer agent fee Issuance of 21,990,255 shares of common stock (Loss) on extinguishment of debt upon conversion Principal Stock-settled liability Interest expense on note Interest expense on the convertible note Additional: Interest expense Promissory notes increments Interest rate Received tranche deposits for aggregate amount Liability on stock settled debt Net loan amount funded Number of shares issued for conversion Value of shares issued for conversion Issuance Price per share Net amount of convertible note Convertible promissory note Interest percentage Convertible note fair value Debt discount amortized Debt discount Net cash settlement of the outstanding principal amount Interest payable settlement amount Number of accumulated shares issued for conversion of interest payable Loan repayment amount Paycheck protection program received amount xdx_90D_eus-gaap--DebtInstrumentPeriodicPaymentPrincipal_c20220101__20220930__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_zUrUcQupNi9b Loan repayment interest Short term borrowings Origination fee Repayments of short term debt Repayments of daily short term debt Following Table Provides Balances Of Customer Receivables And Contract Liabilities Customer receivables (1) Contract liabilities (Customer deposits) (1), (2), (a), (b), (c) Schedule of Finite-Lived Intangible Assets [Table] Finite-Lived Intangible Assets [Line Items] [custom:ContractLiabilities-0] [custom:IncomeRelatedToContractsRevenue] Revenues Revenue from related parties Revenue due from to related party Revenue remaining performance obligation Deferred revenue Revenues Deferred income Beginning Balance Payments on loan Ending Balance Shares issued to settle debt Promissory Notes for funding provided Balance Interest expense on notes Schedule of Related Party Transactions, by Related Party [Table] Related Party Transaction [Line Items] Due to related parties Due to note payable Due amount Annual principal payment Payment down of principal amount Promissory note Accrued management fee Management fees Number of restricted common stock issued Number of restricted common stock issued value Future Minimum Lease Payments In Respect Of Above Leases 2023 2024 2025 2026 2027 Total future minimum lease payments Less: imputed interest Total Current portion of operating lease Long term portion of operating lease Basic month of first year Basic rent after six months of lease Approximate rent end of the year Damages Prejudgment interest at the annual rate of 10% Attorney fees Other costs Total judgement value Litigation settlement amount Outstanding of claim amount Remained outstanding balance Annual initial payment Common Stock, Shares Maximum commited amount for stock Commitment price per share Number of common stock issued, amount Number of common stock issued, shares Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Dividend yield Expected volatility Risk-free interest rate Stock Price Exercise Price Shares outstanding Beginning balance Weighted Average Shares Exercise Price, Outstanding, begining balance Shares Grants Weighted Average Shares Exercise Price, Grants Shares Excercised Weighted Average Exercise Price, Excercised Shares Expired Weighted Average Shares Exercise Price, Expired Shares Outstanding Ending Balance Weighted Average Shares Exercise Price, Outstanding, ending balance Shares Excercisable Weighted Average Shares Exercise Price, Excercisable Accumulated Other Comprehensive Income (Loss) [Table] Accumulated Other Comprehensive Income (Loss) [Line Items] Shares issued for services, shares Shares issued for services Shares issued under consulting agreement, shares Shares issued under consulting agreement Excercise warrants, shares Exercise warrants Share price per share Issuance of common stock for settlement of debt related party, shares Issuance of common stock for settlement of debt, related party Shares issued excercise of a cashless warrants, shares Accrued interest fair value Accrued interest payable fee of fair value Number of accumulated common stock issued, shares Number of accumulated common stock issued Number of shares issued in the time of conversion, shares Number of shares issued in the time of conversion Common stock issued for conversion Number of cashless warrants exercise Number of cashless warrants exercise Subsequent Event [Table] Subsequent Event [Line Items] Promissory note principal amount Convertible promissory note purchase price Conversion rate per share Total disbursement of convertible note Interest rate Number of share issued for conversion of debt A amount of fixed assets reclassify advertising expense. A amount of increase in related parties payables. Increase Decrease In Customer Deposits1 A amount of Proceeds from subscription receivable. A amount of stock-settled debt liability. Amount before accumulated depreciation of additions oroffice equipment to assets held under a lease arrangement. Amount before accumulated depreciation of additions orsoftware to assets held under a lease arrangement. Amount of Reseller agreement. Amount of Contract liabilities. Amount of debt, related party. Amount of Received tranche deposits for aggregate amount. Common Stock Commitment Per Share Price. Assets, Current Assets Liabilities, Current Liabilities Stockholders' Equity Attributable to Parent Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Liabilities and Equity Operating Expenses Interest Expense Other Nonoperating Income (Expense) Net Income (Loss) Attributable to Parent Shares, Outstanding LoanForgiveness FinancingCostWarrantIssued Increase (Decrease) in Prepaid Expense Increase (Decrease) in Other Current Assets Net Cash Provided by (Used in) Operating Activities Payments to Acquire Property, Plant, and Equipment Net Cash Provided by (Used in) Investing Activities Proceeds from (Repayments of) Related Party Debt Repayments of Convertible Debt Net Cash Provided by (Used in) Financing Activities Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block] Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment LongTermDebtGross Debt Instrument, Unamortized Discount InterestPayablesCurrentAndNoncurrent Gain (Loss) on Extinguishment of Debt DebtInstrumentRepaidPrincipal DebtCarryingLongTermNet InterestsPayablesCurrentAndNoncurrent InterestOnConvertibleDebtSharesIssued DebtInstrumentConvertiblePromissoryNotePrincipal DebtInstrumentStockSettledLiability Deferred Revenue Payments of Loan Costs PaymentsOfSharesIssuedToSettleDebt PaymentsOfCovertibleNoteLoanCosts Interest Expense, Related Party Operating Lease, Liability Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesCommonStock EX-101.PRE 30 gzic-20221231_pre.xml XBRL PRESENTATION FILE XML 31 R1.htm IDEA: XBRL DOCUMENT v3.23.1
Cover - USD ($)
 12 Months Ended
Dec. 31, 2022
Apr. 14, 2023
Jun. 30, 2022
Cover [Abstract]      
Document Type 10-K    
Amendment Flag false    
Document Annual Report true    
Document Transition Report false    
Document Period End Date Dec. 31, 2022    
Document Fiscal Period Focus FY    
Document Fiscal Year Focus 2022    
Current Fiscal Year End Date --12-31    
Entity File Number 000-51007    
Entity Registrant Name GZ6G Technologies Corp.    
Entity Central Index Key 0001286648    
Entity Tax Identification Number 20-0452700    
Entity Incorporation, State or Country Code NV    
Entity Address, Address Line One 1 Technology Drive    
Entity Address, Address Line Two Bldg B    
Entity Address, Address Line Three Suite no. B123    
Entity Address, City or Town Irvine    
Entity Address, State or Province CA    
Entity Address, Postal Zip Code 92618    
City Area Code (949)    
Local Phone Number 872-1965    
Entity Well-known Seasoned Issuer No    
Entity Voluntary Filers No    
Entity Current Reporting Status Yes    
Entity Interactive Data Current Yes    
Entity Filer Category Non-accelerated Filer    
Entity Small Business true    
Entity Emerging Growth Company true    
Elected Not To Use the Extended Transition Period false    
Entity Shell Company false    
Entity Public Float     $ 10,770,079
Entity Common Stock, Shares Outstanding   128,401,166  
Auditor Firm ID 6117    
Auditor Name Pinnacle Accountancy Group of Utah    
Auditor Location Farmington    

XML 32 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Condensed Consolidated Balance Sheets - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Current assets    
Cash $ 507,152 $ 759,791
Accounts receivable, net 59,845 2,000
Prepaid expenses 49,174 18,586
Other current assets 15,949 15,949
Total current assets 632,120 796,326
Property and equipment, net 187,661 235,176
Right of use assets 552,951 98,093
TOTAL ASSETS 1,372,732 1,129,595
Current liabilities    
Accounts payable and accrued expenses 565,857 335,037
Related party payables 417,151 179,769
Deferred revenue 172,000 209,000
Debt, current portion 3,767 44,156
Debt, related parties 1,440,825 1,065,725
Convertible notes, net of debt discount 6,847,121 5,075,840
Lease liability, current portion 91,604 99,003
Total current liabilities 9,538,325 7,008,530
Debt, net of current portion 44,000 44,000
Lease liability, net of current portion 482,290
Total liabilities 10,064,615 7,052,530
Stockholders’ deficit    
Common stock, $0.001 par, 1,000,000,000 shares authorized, 70,837,511 and 25,177,973 shares issued and outstanding at December 31, 2022 and 2021, respectively 70,837 25,178
Additional paid in capital 14,896,922 10,784,308
Accumulated deficit (22,963,551) (16,092,531)
Total GZ6G Technologies Corp stockholders’ deficit (7,975,792) (5,263,045)
Non-controlling interest (716,091) (659,890)
Total stockholders’ deficit (8,691,883) (5,922,935)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $ 1,372,732 $ 1,129,595
XML 33 R3.htm IDEA: XBRL DOCUMENT v3.23.1
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares
Dec. 31, 2022
Dec. 31, 2021
Common Stock, par value $ 0.001 $ 0.001
Common Stock, shares authorized 1,000,000,000 1,000,000,000
Common Stock, shares issued 70,837,511 25,177,973
Common Stock, shares outstanding 70,837,511 25,177,973
Series A Preferred Stock [Member]    
Preferred Stock, par value $ 0.004 $ 0.004
Preferred Stock, shares authorized 10,000,000 10,000,000
Preferred stock, shares issued 5,000,000 5,000,000
Preferred stock, shares outstanding 5,000,000 5,000,000
Series B Preferred Stock [Member]    
Preferred Stock, par value $ 0.001 $ 0.001
Preferred Stock, shares authorized 1 1
Preferred stock, shares issued 1 1
Preferred stock, shares outstanding 1 1
XML 34 R4.htm IDEA: XBRL DOCUMENT v3.23.1
Condensed Consolidated Statements of Operations - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Income Statement [Abstract]    
NET REVENUES $ 221,946 $ 78,000
OPERATING EXPENSES    
Cost of revenue 18,276 43,121
Depreciation 125,424 20,429
General and administrative 2,957,041 963,068
General and administrative, related parties 480,000 330,000
Professional fees 95,509 99,099
Total operating expenses 3,676,250 1,455,717
(Loss) from operations (3,454,304) (1,377,717)
Other income (expense)    
Interest expense (7,094,839) (8,051,277)
Gain (loss) on debt extinguishment 3,575,831 (714,973)
PPP loan forgiveness 46,091
Total other income (expense) (3,472,917) (8,766,250)
Net income (loss) (6,927,221) (10,143,967)
Less: net income (loss) attributable to Non-controlling interest (56,201) (112,359)
Net income (loss) attributable to GZ6G Technologies Corp. $ (6,871,020) $ (10,031,608)
Basic and diluted net loss per common share $ (0.19) $ (0.49)
Weighted average shares, basic and diluted 36,074,745 20,473,723
XML 35 R5.htm IDEA: XBRL DOCUMENT v3.23.1
Consolidated Statement of Stockholders Equity Deficit - USD ($)
Preferred Stock [Member]
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Noncontrolling Interest [Member]
Total
Beginning balance, value at Dec. 31, 2020 $ 20,000 $ 12,793 $ 5,180,816 $ (6,060,923) $ (680,180) $ (1,527,494)
Shares, Outstanding, Beginning Balance at Dec. 31, 2020   12,793,357        
Shares issued to acquire additional interest in subsidiary $ 10,000 (142,649) 132,649
Shares issued to acquire additional interest in subsidiary, shares   10,000,000        
Discount on debt, convertible notes issued 504,027 504,027
Convertible note proceeds allocated to warrants 503,973 503,973
Warrants issued as financing cost 25,141 25,141
Issuance of common stock for debt conversion $ 2,052 4,613,333 4,615,385
Issuance of common stock for debt conversion, shares   2,051,282        
Issuance of common stock for private placement $ 333 99,667 100,000
Issuance of common stock for private placement   333,334        
Loss during the period (10,031,608) (112,359) (10,143,967)
Ending balance, value at Dec. 31, 2021 20,000 $ 25,178 10,784,308 (16,092,531) (659,890) (5,922,935)
Shares, Outstanding, Ending Balance at Dec. 31, 2021   25,177,973        
Discount on debt, convertible notes issued   792,824     792,824
Convertible note proceeds allocated to warrants   606,142     606,142
Warrants issued as financing cost   707,985     707,985
Issuance of common stock for debt conversion $ 31,981 937,767     969,748
Issuance of common stock for debt conversion, shares   31,981,397        
Issuance of common stock for private placement           $ 151,104
Issuance of common stock for private placement           4,747,662
Loss during the period     (6,871,020) (56,201) $ (6,927,221)
Shares issued as financing cost   $ 11 22,388     22,399
Shares issued as financing cost, shares   10,769        
Shares issued under consulting agreements $ 4,952 789,118     794,070
Shares issued under consulting agreements, shares   4,952,463        
Issuance of common stock for debt, related party $ 2,500 57,750     60,250
Issuance of common stock for debt, related party, shares   2,500,000        
Sale of common stock under equity agreement   $ 4,748 146,356     151,104
Sale of common stock under equity agreement, shares   4,747,662        
Issuance of common stock for exercise of warrants $ 560 53,191     53,751
Issuance of common stock for exercise of warrants, shares   560,000        
Issuance of common stock for cashless exercise of warrants $ 907 (907)    
Issuance of common stock for cashless exercise of warrants, shares   907,247        
Ending balance, value at Dec. 31, 2022 $ 20,000 $ 70,837 $ 14,896,922 $ (22,963,551) $ (716,091) $ (8,691,883)
Shares, Outstanding, Ending Balance at Dec. 31, 2022   70,837,511        
XML 36 R6.htm IDEA: XBRL DOCUMENT v3.23.1
Condensed Consolidated Statement of Cash Flows - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Cash flows from operating activities:    
Net Loss $ (6,927,221) $ (10,143,967)
Adjustments to reconcile net loss to net cash used in operating activities:    
PPP loan forgiveness (46,091)
(Gain) loss upon note conversions (3,575,831) 714,973
Amortization of debt discount and issuance cost 5,864,374 7,823,512
Warrants issued as financing cost 707,985 25,141
Common stock issued as financing cost 22,399
Common stock issued under consulting agreement 794,070
Depreciation 125,424 20,429
Amortization of right of use assets 20,033 910
Fixed assets reclassify to advertising expense 4,990
Changes in operating assets and liabilities:    
Increase in accounts receivable (57,845)
Increase in prepaid expenses (30,588) (7,319)
Increase in other current assets (10,436)
Increase in accounts payable and accrued expenses 387,972 100,264
Increase in related party payables 237,382 179,659
Decrease in deferred revenue (37,000) (78,000)
Net cash provided by (used in) operating activities (2,514,937) (1,369,844)
Cash Flows from Investing Activities:    
Proceeds from credit for leasehold improvements 30,000
Purchase of equipment (107,909) (251,993)
Net cash used in investing activities (77,909) (251,993)
Cash flows from financing activities:    
Proceeds from sale of common stock, net 151,104 100,000
Proceeds from exercise of warrants 53,751
Proceeds from subscription receivable 150,000
Proceeds from related party 450,100
Repayment of debt, related party (151,854)
Refund from PPP loan 5,702
Repayment of loan payable (5,062)
Proceeds from convertible notes 1,960,550 2,108,000
Repayments of convertible notes (281,000)
Net cash provided by financing activities 2,340,207 2,201,084
Net increase (decrease) in cash (252,639) 579,247
Cash-beginning of year 759,791 180,544
Cash-end of year 507,152 759,791
SUPPLEMENTAL DISCLOSURES    
Interest paid 31,781 1,393
Income taxes paid
NON-CASH INVESTING AND FINANCING ACTIVITIES    
Stock-settled debt liability for issued convertible debt 566,317 11,129,908
Cashless warrant exercise 907
Shares issued to settle debt, related party 75,000
Shares issued under notices of conversion, principal 510,851 400,000
Shares issued under notices of conversion, accrued interest payable 124,742
Shares issued under notices of conversion, accounts payable 32,408
Initial measurement of right to use assets and lease liability 645,441 157,462
Debt discount related to convertible notes and warrants $ 1,398,966 $ 1,008,000
XML 37 R7.htm IDEA: XBRL DOCUMENT v3.23.1
ORGANIZATION AND DESCRIPTION OF BUSINESS
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
ORGANIZATION AND DESCRIPTION OF BUSINESS

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 audited 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. As of December 31, 2022, the Company had a working capital deficit of $8.9 million with approximately $0.5 million of cash on hand and an accumulated deficit of $23 million. During the year ended December 31, 2022 the Company received net cash proceeds of $1.96 million by way of a series of convertible promissory notes and $0.45 million in the form of related party loans. The Company anticipates a need for a further $5 million in fiscal 2023 to meet its upgraded infrastructure requirements. In addition to the remaining funding which may be provided to the Company under various loan agreements, the Company is in the process of filing a follow on registration statement on Form S-1 to facilitate additional funding up to a maximum of $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: 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.

 

 
XML 38 R8.htm IDEA: XBRL DOCUMENT v3.23.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The accompanying 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”).

 

Consolidation

 

These consolidated financial statements include the accounts of GZ6G Technology Corp.  and its 60% controlled subsidiary, Green Zebra Media Corp. (“GZMC’), as of December 31, 2022 and December 31, 2021. 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.

 

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 December 31, 2022, the Company had $249,513 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.

 

 

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 service and sponsorship agreements, digital marketing and the sale of WiFi and communication solutions to customers across the 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.

 

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.

 

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 December 31, 2022 and December 31, 2021, the Company had recorded within Convertible Notes, net of discount, the amount of $5,324,016 and $8,320,525 for the value of the stock settled debt with respect to certain convertible notes (see Note 6).

 

Leases

 

The Company follows ASC 842 Leases, which requires recognition of most leases on the 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.

 

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.

 

 

The computation of diluted loss per share for the years ended December 31, 2020 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 computation of net loss per share for the years ended December 31, 2022 and 2021 is the same for both basic and fully diluted.

 

The table below reflects the potentially dilutive securities that have not been included in the computation of diluted net loss per:

 

   December 31,
2022		   December 31,
2021		 
Convertible Notes   143,234,067    4,966,154 
Stock purchase warrants   90,429,360    

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 
Total   283,663,427    56,256,410 

 

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. Early adoption is permitted. The Company adopted this ASU effective January 1, 2021.

 

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.

 
XML 39 R9.htm IDEA: XBRL DOCUMENT v3.23.1
PROPERTY AND EQUIPMENT
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
PROPERTY AND EQUIPMENT

NOTE 3: PROPERTY AND EQUIPMENT

 

Property and equipment, net consists of the following:

 

   December 31,
2022		   December 31,
2021		 
Office equipment  $

192,647

   $166,372 
Leasehold improvements   12,813    31,919 
Software   143,070    72,330 
Total   348,530    270,621 
Less: accumulated depreciation and amortization   (160,869)   (35,445)
Total property and equipment, net  $187,661   $235,176 

 

Depreciation expense amounted to $125,424 and $20,429 for the years ended December 31, 2022, and 2021, respectively.

 

 
XML 40 R10.htm IDEA: XBRL DOCUMENT v3.23.1
PREPAID EXPENSES
 12 Months Ended
Dec. 31, 2022
Prepaid Expenses  
PREPAID EXPENSES

NOTE 4: PREPAID EXPENSES

 

Prepaid expenses at December 31, 2022 and 2021 consist of the following:

 

   December 31,
2022		   December 31,
2021		 
Reseller agreement (1)  $-   $3,467 
Other expenses (2)   49,174    15,119 
Total  $49,174   $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.  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.

 
XML 41 R11.htm IDEA: XBRL DOCUMENT v3.23.1
OTHER CURRENT ASSETS
 12 Months Ended
Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
OTHER CURRENT ASSETS

NOTE 5: OTHER CURRENT ASSETS

 

Other current assets consist of the following at December 31, 2022 and 2021:

 

   December 31,
2022		   December 31,
2021		 
Security deposits  $14,691   $14,691 
Other deposits and receivables   1,258    1,258 
Total  $15,949   $15,949 

 
XML 42 R12.htm IDEA: XBRL DOCUMENT v3.23.1
DEBT
 12 Months Ended
Dec. 31, 2022
Debt Disclosure [Abstract]  
DEBT

NOTE 6: 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.

  

During the 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 year ended December 31, 2022, the Company received a further $50,000 under this loan treaty. The Company recorded $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.

 

On August 3, 2022, the Company issued 1,538,462 shares of common stock to the lender in consideration for $300,000 in loans provided under the terms of the Treaty Agreement at $0.195 per share.

 

The carrying value of funding tranches is as follows:

 

   December 31,
2022		   December 31,
2021		 
Principal  $500,000   $750,000 
Stock-settled liability   5,171,803    8,320,525 
Total   5,671,803    9,070,525 
Unamortized debt discount   (20,726)   (4,067,059)
Debt carrying value  $5,651,077   $5,003,466 

 

The interest expenses for the funding tranches are as follows:

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $53,907   $50,915 
Amortization of debt discount   4,406,591    7,751,138 
Total:  $4,460,498   $7,802,052 

 

The accrued interest payable is as follows:

         
Balance, December 31, 2020  $66 
Interest expense on the convertible notes   50,915 
Balance, December 31, 2021   50,981 
Interest expense on the convertible notes   53,907 
Balance, December 31, 2022  $104,888 

 

Gain related to extinguishment during the year ended December 31, 2022 and 2021:

 

   2022   2021 
Debt principal  $300,000   $400,000 
Stock-settled liability   3,508,980    3,500,412 
Total   3,808,980    3,900,412 
Issuance of 1,538,462 and 2,051 282 shares of common stock, respectively   (142,308)   (4,615,385)
Gain (loss) on extinguishment of debt upon conversion  $3,666,672   $(714,973)

 

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.

 

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 debt discount of $616,027 is being amortized over the life of the Note for a total debt discount 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 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.

 

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 the year ended December 31, 2022, of $1,554,300 was allocated based on the relative fair values of the convertible notes and the warrants of $948,158 and $606,142, respectively. The Warrant was valued at $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 debt discount in the amount of $792,824 which was recorded as a debt discount which is being amortized over the life of the Note for a total debt discount of $1,571,666.

 

During the year ended December 31, 2022, the Company paid $281,000 in cash to settle a portion of the outstanding principal and $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.

 

The carrying value of the tranches is as follows:

 

   December 31,
2022		   December 31,
2021		 
Principal  $2,847,000   $1,120,000 
Shares issued under conversion   (410,851)   - 
Repaid to principal   (281,000)   - 
Total   2,155,149    1,120,000 
Unamortized debt discount   (1,280,068)   (1,047,626)
Debt carrying value  $875,081   $72,374 

 

The interest expenses related to the tranches are as follows:

 

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $178,374   $13,440 
Amortization of debt discount   1,339,224    72,374 
Total:  $1,517,598   $85,814 

 

The accrued interest payable is as follows:

 

Balance, December 31, 2020  $- 
Interest expense on the convertible notes   13,440 
Balance, December 31, 2021   13,440 
Interest expense on the convertible notes   178,374 
Shares issued under conversion   (124,742)
Repaid in cash   (31,781)
Balance, December 31, 2022  $35,291 

 

Loss related to extinguishment during the year ended December 31, 2022:

 

         
Debt principal  $410,851 
Accrued interest payable   124,742 
Transfer agent fee   32,408 
Total   568,001 
Issuance of 21,990,255 shares of common stock   (657,858)
(Loss) on extinguishment of debt upon conversion  $(89,857)

 

During the year ended December 31, 2022, the Company issued shares in respect to a Put notice (Note 10(5)) with a strike price of $0.020025 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

 

During the year ended December 31 2022, the Company entered into several Convertible Promissory Notes with an investor in which the investor agreed to lend the Company the accumulated principal amount of $321,500 for the purchase price of $306,250. 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 $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 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.

 

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

 

   December 31,
2022		   December 31,
2021		 
Principal  $375,250   $- 
Stock-settled liability   206,059    - 
Issuance of 8,452,680 shares of common stock issued under notice of conversion:          
Principal   (100,000)     
Stock-settled liability   (53,846)     
Total   427,463    - 
Unamortized debt discount   (106,500)   - 
Debt carrying value  $320,963   $       - 

 

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

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on note  $16,077   $- 
Amortization of debt discount   118,559    - 
Total:  $134,636   $- 

 

The accrued interest payable is as follows:

 

         
Balance, December 31, 2021  $- 
Interest expense on the convertible note   16,077 
Balance, December 31, 2022  $16,077 

 

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, 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:

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $1,650   $1,650 

 

The accrued interest payable is as follows:

 

Balance, December 31, 2020  $1,022 
Addition: Interest expense   1,650 
Balance, December 31, 2021   2,672 
Addition: Interest expense   1,650 
Balance, December 31, 2022  $4,322 

 

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.

 

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 December 31, 2022, and December 31, 2021, there was an outstanding amount of $3,768 due and payable on the loan, and the loan was in default.

 
XML 43 R13.htm IDEA: XBRL DOCUMENT v3.23.1
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES
 12 Months Ended
Dec. 31, 2022
Customer Deposits Contract Receivables And Contract Liabilities  
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES

NOTE 7: 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 December 31, 2022, and 2021:

 

   December 31,
2022		   December 31,
2021		 
Customer receivables (1)  $-   $- 
Contract liabilities (Customer deposits) (1), (2), (a), (b), (c)   $172,000   $209,000 

 

 

(1) The Company has deposits of $172,000 and $209,000, respectively as at December 31, 2022 and 2021, 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 year ended December 31, 2022, the Company recorded $12,000 as income relative to the above contracts and returned $25,000 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 year ended December 31, 2022, we have recognized $12,000 in revenue from customer deposits on hand (December 31,2021 - $78,000). 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.

 

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.  The 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.

 

(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 December 31, 2021, the Company had received partial payments of $130,000 against the initial deposit required, of which a total of $25,000 was returned during the 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 $12,000 was recorded as income during the year ended December 31, 2022, with the remaining $42,000 included in deferred income in relation to future service obligations under the contract which will be earned over the term of the service contract.

 
XML 44 R14.htm IDEA: XBRL DOCUMENT v3.23.1
RELATED PARTY TRANSACTIONS
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
RELATED PARTY TRANSACTIONS

NOTE 8: 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 December 31, 2022 and 2021. The amount is reflected on the balance sheet in related party payables.

 

 

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, due on demand.

 

During the fiscal year ended December 31, 2021, the Company paid a total of $151,854 to ELOC to reduce the principal balance on the loan.

 

During the year ended 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.

 

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 in demand with bearing interest at 1%. 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 $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 
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 

 

The interest expenses related to above loans are as follows:

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $54,072   $55,713 

 

During the year ended December 31, 2022 the Company accrued $120,000 in management fees to ELOC and accrued $360,000 in management fees to Coleman Smith. The Company paid cash to accrued management fees to Coleman Smith of $295,000.  During the year ended December 31, 2021, the Company accrued $120,000 in management fees to ELOC, and paid management fees to Coleman Smith of $210,000.

 

 

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

 

   December 31,
2022		   December 31,
2021		 
Coleman Smith, President  $67,256   $3,946 
Interest payable   109,785    55,713 
ELOC Holdings Corp.   240,000    120,000 
Terrence Flowers   110    110 
   $417,151   $179,769 

 

On September 1, 2022, the Company issued 2,500,000 shares of restricted common stock, with a fair value $60,250, to William Coleman Smith for director services rendered during the first two quarters of 2022.

 

Stock Awards issued to independent directors

 

On September 1, 2022, the Company issued 100,000 shares of restricted common stock for directors’ services provided by each of Mr. Procniak and Mr. Hale, independent directors, with a fair value of $2,410, respectively. 

 

Sale of equity in GZMC

 

On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controlled 60% of GZMC.

 
XML 45 R15.htm IDEA: XBRL DOCUMENT v3.23.1
OPERATING LEASE
 12 Months Ended
Dec. 31, 2022
Operating Lease  
OPERATING LEASE

NOTE 9: 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, which represented the present value of the remaining minimum lease payments using an estimated incremental borrowing rate of 6.75% on January 1, 2022. 

 

Future minimum lease payments in respect of the above leases as of December 31, 2022, as presented in accordance with ASC 842 were as follows:

         
2023   127,556 
2024   133,014 
2025   138,472 
2026   143,931 
2027   136,527 
Total future minimum lease payments   679,500 
Less: imputed interest   (105,601)
Total   573,894 
Current portion of operating lease   91,604 
Long term portion of operating lease  $482,290 

 
XML 46 R16.htm IDEA: XBRL DOCUMENT v3.23.1
COMMITMENTS
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
COMMITMENTS

NOTE 10: 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:

 

         
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 December 31, 2022 and 2021, 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 approximately $3,400 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp.   Green Zebra uses this space for its operations.  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 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 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. The Registration statement expired on September 24, 2022. No further shares will be sold under this financing agreement.

 

(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.

 

(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 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. Subsequent to the year ended December 31, 2022 the Company 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 and annual invoices to the Royals of $400,000 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.

 
XML 47 R17.htm IDEA: XBRL DOCUMENT v3.23.1
CAPITAL STOCK
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
CAPITAL STOCK

NOTE 11: CAPITAL STOCK

 

The Company has authorized 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 year ended December 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 $22,399 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. Further, on July 19, 2022, 383,000 unregistered shares of the Company’s common stock were issued to Acorn Management Partners, LLC with a fair value of $69,000 as compensation 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 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.

 

 

On July 7, 2022 the Company issued 560,000 shares of common stock to Talos for total proceeds of $53,751 at $0.095985 per share pursuant to the exercise of a share purchase warrant.

 

On August 3, 2022, the Company issued 1,538,462 shares of common stock to lender eSilkroad Network Ltd. in consideration for $300,000 in loans previously provided under the terms of a convertible note agreement convertible at $0.195 per share.

 

On September 1, 2022, the Company issued 2,500,000 shares of restricted common stock to William Coleman Stock in partial payment of his promissory notes in the amount of $75,000, at $0.03 per share. The Company recorded a gain of $14,750 on settlement.

 

On September 1, 2022, the Company issued a cumulative 2,700,000 shares of restricted common stock for directors’ services provided by Mr. Smith, Mr. Procniak and Mr. Hale during the first two quarters of 2022, with a fair value of $65,070.

 

On December 1, 2022 the Company issued 550,883 shares of common stock as a result of the exercise of a cashless warrants.

 

The Company issued an accumulated 31,981,397 shares of common stock pursuant to Notice of Conversion from lenders in the principal amount of $510,851, and in the accrued interest payable of $124,742 with a fair value of $1,052,132 and fees with a fair value of $32,408.

 

The Company issued an accumulated 4,747,662 shares of common stock under an Equity Purchase Agreement with Mast Hill Fund, L.P. with net proceeds of $151,104 (Note 10(5)).

 

Shares of common stock issued during the year ended December 31, 2021:

 

On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controls 60% of GZMC. The transaction occurred between parties under common control and the value of the shares was recorded at par value or $0.001 per share, in addition as a result of the change in ownership percentage to account for the additional 9% interest the Company recorded a reduction to additional paid in capital of $142,649 as of the acquisition date.

 

On October 27, 2021, the Company issued 2,051,282 shares of common stock to lender eSilkroad Network Ltd. in consideration for $400,000 in loans previously provided under the terms of a convertible note agreement convertible at $0.195 per share.

 

On each of November 2, 2021, and November 3, 2021, the Company presented a Put to World Amber Corporation, pursuant to the Effective S-1 Registration Statement for $50,000 each Put, for a cumulative $100,000 in funds requiring the issuance of 333,334 shares of registered common stock at $0.30 per share.

 

As of December 31, 2022, and December 31, 2021, there were 70,837,511 and 25,177,973 shares of common stock issued and outstanding, respectively.

 

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 December 31, 2022 and December 31, 2021, 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 December 31, 2022 and December 31, 2021, 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 $360,967 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 Dec 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 year ended December 31, 2022, the Company issued a total of 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.

 

During the year ended December 31, 2022, 907,247 shares of common stock were issued from the exercise of 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.

 

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 year ended 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 $0.020025 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):

 

   Measurement date 
Dividend yield   0%
Expected volatility   265~297% 
Risk-free interest rate   0.83~4.36% 
Expected life (years)   3.00~5.00 
Stock Price   $0.017~$2.80 
Exercise Price   $0.10 ~ $1.00 

 

 

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

 

Exercise Price  

December 31,

2021

   Issued   Repricing   Exercised   December 31,
2022		  

Expiration

Date

$1.00    560,000              (560,000)   -    
$1.00    560,000         0.095985    (560,000)   -    
$1.00    10,487         0.020025         10,487   November 2026
$1.00         925,000    0.020025    (560,000)   365,000   April 2027
$1.20         16,417    0.020025         16,417   April 2027
$0.30         1,466,667    0.020025         1,466,667   May 2025
$0.36         66,000    0.020025         66,000   May 2027
$0.10         3,520,000    0.020025         3,520,000   September 2027
$0.12         79,200              79,200   September 2027
$0.10         8,260,000    0.020025         8,260,000   November 2027
$0.12         203,850    0.020025         203,850   November 2027
$0.10         5,860,000    0.020025         5,860,000   December 2027
$0.12         131,850    0.020025         131,850   December 31, 2022
      1,130,487    20,528,984         (1,680,000)   19,979,471    

 

A summary of the warrant activity for the period ended December 31, 2022 and 2021 is as follows:

 

       Weighted-
Average Exercise		  

Weighted-
Average Remaining

Contractual

  

Aggregate

Intrinsic

 
   Shares   Price   Term   Value 
Outstanding at December 31, 2021   1,130,487   $1.00    2.93   $- 
Grants   20,528,984    0.395    4.80    - 
Exercised   (1,680,000)   -    -    - 
Expired   -    -    -    - 
Outstanding at December 31, 2022   19,979,471   $0.020025    4.68   $- 
                     
Exercisable at December 31, 2022   19,979,471   $0.020025    4.68   $       - 

 
XML 48 R18.htm IDEA: XBRL DOCUMENT v3.23.1
SUBSEQUENT EVENTS
 12 Months Ended
Dec. 31, 2022
Subsequent Events [Abstract]  
SUBSEQUENT EVENTS

NOTE 12: SUBSEQUENT EVENTS

 

On January 23, 2023 we 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 8, 2023 we entered 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 $13,077.10 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.

 

On March 8, 2023 we 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 the terms of a finder’s fee agreement with J.H. Darbie the Company issued cumulative 527,400 stock purchase warrants for exercise at $0.06 per share for a term of five years from issue date.

Subsequent to the year ended December 31, 2022 the Company increased its authorized capital from 510,000,001 to 1,010,000,001 authorized shares of which there are authorized 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.

 

Subsequent to the year ended December 31, 2022 the Company issued 57,563,655 shares of common stock to various lenders upon receipt of notices of conversion at prices between $0.0035 and $0.195 per share.

 

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.
XML 49 R19.htm IDEA: XBRL DOCUMENT v3.23.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
Basis of Presentation

Basis of Presentation

 

The accompanying 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”).

 
Consolidation

Consolidation

 

These consolidated financial statements include the accounts of GZ6G Technology Corp.  and its 60% controlled subsidiary, Green Zebra Media Corp. (“GZMC’), as of December 31, 2022 and December 31, 2021. All significant intercompany accounting transactions have been eliminated as a result of consolidation.

 
Use of Estimates

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.

 
Cash and Cash Equivalents

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

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 December 31, 2022, the Company had $249,513 in excess of the FDIC insured limit.

 
Property and Equipment

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

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.

 

 
Revenue Recognition

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 service and sponsorship agreements, digital marketing and the sale of WiFi and communication solutions to customers across the 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.

 

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

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.

 
Debt Issue Costs

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

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

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 December 31, 2022 and December 31, 2021, the Company had recorded within Convertible Notes, net of discount, the amount of $5,324,016 and $8,320,525 for the value of the stock settled debt with respect to certain convertible notes (see Note 6).

 
Leases

Leases

 

The Company follows ASC 842 Leases, which requires recognition of most leases on the 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

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

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.

 
Basic and Diluted Net Income (Loss) Per Share

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.

 

 

The computation of diluted loss per share for the years ended December 31, 2020 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 computation of net loss per share for the years ended December 31, 2022 and 2021 is the same for both basic and fully diluted.

 

The table below reflects the potentially dilutive securities that have not been included in the computation of diluted net loss per:

 

   December 31,
2022		   December 31,
2021		 
Convertible Notes   143,234,067    4,966,154 
Stock purchase warrants   90,429,360    

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 
Total   283,663,427    56,256,410 

 
Recently Issued Accounting Pronouncements

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. Early adoption is permitted. The Company adopted this ASU effective January 1, 2021.

 

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.
XML 50 R20.htm IDEA: XBRL DOCUMENT v3.23.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)
 12 Months Ended
Dec. 31, 2022
Accounting Policies [Abstract]  
the potentially dilutive securities that have not been included in the computation of diluted net loss

The table below reflects the potentially dilutive securities that have not been included in the computation of diluted net loss per:

 

   December 31,
2022		   December 31,
2021		 
Convertible Notes   143,234,067    4,966,154 
Stock purchase warrants   90,429,360    

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 
Total   283,663,427    56,256,410 
XML 51 R21.htm IDEA: XBRL DOCUMENT v3.23.1
PROPERTY AND EQUIPMENT (Tables)
 12 Months Ended
Dec. 31, 2022
Property, Plant and Equipment [Abstract]  
Property and equipment, net consists of the following

Property and equipment, net consists of the following:

 

   December 31,
2022		   December 31,
2021		 
Office equipment  $

192,647

   $166,372 
Leasehold improvements   12,813    31,919 
Software   143,070    72,330 
Total   348,530    270,621 
Less: accumulated depreciation and amortization   (160,869)   (35,445)
Total property and equipment, net  $187,661   $235,176 
XML 52 R22.htm IDEA: XBRL DOCUMENT v3.23.1
PREPAID EXPENSES (Tables)
 12 Months Ended
Dec. 31, 2022
Prepaid Expenses  
Prepaid expenses

Prepaid expenses at December 31, 2022 and 2021 consist of the following:

 

   December 31,
2022		   December 31,
2021		 
Reseller agreement (1)  $-   $3,467 
Other expenses (2)   49,174    15,119 
Total  $49,174   $18,586 
XML 53 R23.htm IDEA: XBRL DOCUMENT v3.23.1
OTHER CURRENT ASSETS (Tables)
 12 Months Ended
Dec. 31, 2022
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Other current assets consist of the following

Other current assets consist of the following at December 31, 2022 and 2021:

 

   December 31,
2022		   December 31,
2021		 
Security deposits  $14,691   $14,691 
Other deposits and receivables   1,258    1,258 
Total  $15,949   $15,949 
XML 54 R24.htm IDEA: XBRL DOCUMENT v3.23.1
DEBT (Tables)
 12 Months Ended
Dec. 31, 2022
Loan Treaty Agreement [Member]  
Short-term Debt [Line Items]  
The carrying value of funding tranches is as follows

The carrying value of funding tranches is as follows:

 

   December 31,
2022		   December 31,
2021		 
Principal  $500,000   $750,000 
Stock-settled liability   5,171,803    8,320,525 
Total   5,671,803    9,070,525 
Unamortized debt discount   (20,726)   (4,067,059)
Debt carrying value  $5,651,077   $5,003,466 
The interest expenses for the funding tranches are as follows

The interest expenses for the funding tranches are as follows:

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $53,907   $50,915 
Amortization of debt discount   4,406,591    7,751,138 
Total:  $4,460,498   $7,802,052 
The accrued interest payable is as follows

The accrued interest payable is as follows:

         
Balance, December 31, 2020  $66 
Interest expense on the convertible notes   50,915 
Balance, December 31, 2021   50,981 
Interest expense on the convertible notes   53,907 
Balance, December 31, 2022  $104,888 
Gain related to extinguishment

Gain related to extinguishment during the year ended December 31, 2022 and 2021:

 

   2022   2021 
Debt principal  $300,000   $400,000 
Stock-settled liability   3,508,980    3,500,412 
Total   3,808,980    3,900,412 
Issuance of 1,538,462 and 2,051 282 shares of common stock, respectively   (142,308)   (4,615,385)
Gain (loss) on extinguishment of debt upon conversion  $3,666,672   $(714,973)
Convertible Debts [Member]  
Short-term Debt [Line Items]  
Schedule of the carrying value of the tranches

The carrying value of the tranches is as follows:

 

   December 31,
2022		   December 31,
2021		 
Principal  $2,847,000   $1,120,000 
Shares issued under conversion   (410,851)   - 
Repaid to principal   (281,000)   - 
Total   2,155,149    1,120,000 
Unamortized debt discount   (1,280,068)   (1,047,626)
Debt carrying value  $875,081   $72,374 
Schedule of the interest expense related to the tranches

The interest expenses related to the tranches are as follows:

 

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $178,374   $13,440 
Amortization of debt discount   1,339,224    72,374 
Total:  $1,517,598   $85,814 
Schedule of the accrued interest payable

The accrued interest payable is as follows:

 

Balance, December 31, 2020  $- 
Interest expense on the convertible notes   13,440 
Balance, December 31, 2021   13,440 
Interest expense on the convertible notes   178,374 
Shares issued under conversion   (124,742)
Repaid in cash   (31,781)
Balance, December 31, 2022  $35,291 
Schedule of loss related to extinguishment

Loss related to extinguishment during the year ended December 31, 2022:

 

         
Debt principal  $410,851 
Accrued interest payable   124,742 
Transfer agent fee   32,408 
Total   568,001 
Issuance of 21,990,255 shares of common stock   (657,858)
(Loss) on extinguishment of debt upon conversion  $(89,857)
Convertible Promissory Note [Member]  
Short-term Debt [Line Items]  
The carrying value of this convertible promissory note is as follows

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

 

   December 31,
2022		   December 31,
2021		 
Principal  $375,250   $- 
Stock-settled liability   206,059    - 
Issuance of 8,452,680 shares of common stock issued under notice of conversion:          
Principal   (100,000)     
Stock-settled liability   (53,846)     
Total   427,463    - 
Unamortized debt discount   (106,500)   - 
Debt carrying value  $320,963   $       - 
The interest expenses for the convertible promissory note are as follows

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

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on note  $16,077   $- 
Amortization of debt discount   118,559    - 
Total:  $134,636   $- 
Schedule of the accrued interest payable convertible promissory note

The accrued interest payable is as follows:

 

         
Balance, December 31, 2021  $- 
Interest expense on the convertible note   16,077 
Balance, December 31, 2022  $16,077 
Small Business Administration [Member]  
Short-term Debt [Line Items]  
The interest expenses related to the SBA loan are as follows

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

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $1,650   $1,650 

 

The accrued interest payable is as follows:

 

Balance, December 31, 2020  $1,022 
Addition: Interest expense   1,650 
Balance, December 31, 2021   2,672 
Addition: Interest expense   1,650 
Balance, December 31, 2022  $4,322 
XML 55 R25.htm IDEA: XBRL DOCUMENT v3.23.1
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Tables)
 12 Months Ended
Dec. 31, 2022
Customer Deposits Contract Receivables And Contract Liabilities  
The following table provides balances of customer receivables and contract liabilities

The following table provides balances of customer receivables and contract liabilities as of December 31, 2022, and 2021:

 

   December 31,
2022		   December 31,
2021		 
Customer receivables (1)  $-   $- 
Contract liabilities (Customer deposits) (1), (2), (a), (b), (c)   $172,000   $209,000 
XML 56 R26.htm IDEA: XBRL DOCUMENT v3.23.1
RELATED PARTY TRANSACTIONS (Tables)
 12 Months Ended
Dec. 31, 2022
Related Party Transactions [Abstract]  
The following amounts are included in debt to related party on our Balance Sheets

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 
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 
The interest expenses related to above loans are as follows

The interest expenses related to above loans are as follows:

                 
   Year Ended 
   December 31, 
   2022   2021 
Interest expense on notes  $54,072   $55,713 
The following amounts are included in related party payables

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

 

   December 31,
2022		   December 31,
2021		 
Coleman Smith, President  $67,256   $3,946 
Interest payable   109,785    55,713 
ELOC Holdings Corp.   240,000    120,000 
Terrence Flowers   110    110 
   $417,151   $179,769 
XML 57 R27.htm IDEA: XBRL DOCUMENT v3.23.1
OPERATING LEASE (Tables)
 12 Months Ended
Dec. 31, 2022
Operating Lease  
Future minimum lease payments in respect of the above leases

Future minimum lease payments in respect of the above leases as of December 31, 2022, as presented in accordance with ASC 842 were as follows:

         
2023   127,556 
2024   133,014 
2025   138,472 
2026   143,931 
2027   136,527 
Total future minimum lease payments   679,500 
Less: imputed interest   (105,601)
Total   573,894 
Current portion of operating lease   91,604 
Long term portion of operating lease  $482,290 
XML 58 R28.htm IDEA: XBRL DOCUMENT v3.23.1
COMMITMENTS (Tables)
 12 Months Ended
Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]  
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 
XML 59 R29.htm IDEA: XBRL DOCUMENT v3.23.1
CAPITAL STOCK (Tables)
 12 Months Ended
Dec. 31, 2022
Equity [Abstract]  
the fair value of the outstanding common stock purchase warrants

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):

 

   Measurement date 
Dividend yield   0%
Expected volatility   265~297% 
Risk-free interest rate   0.83~4.36% 
Expected life (years)   3.00~5.00 
Stock Price   $0.017~$2.80 
Exercise Price   $0.10 ~ $1.00 
summarizes information with respect to outstanding warrants to purchase common stock

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

 

Exercise Price  

December 31,

2021

   Issued   Repricing   Exercised   December 31,
2022		  

Expiration

Date

$1.00    560,000              (560,000)   -    
$1.00    560,000         0.095985    (560,000)   -    
$1.00    10,487         0.020025         10,487   November 2026
$1.00         925,000    0.020025    (560,000)   365,000   April 2027
$1.20         16,417    0.020025         16,417   April 2027
$0.30         1,466,667    0.020025         1,466,667   May 2025
$0.36         66,000    0.020025         66,000   May 2027
$0.10         3,520,000    0.020025         3,520,000   September 2027
$0.12         79,200              79,200   September 2027
$0.10         8,260,000    0.020025         8,260,000   November 2027
$0.12         203,850    0.020025         203,850   November 2027
$0.10         5,860,000    0.020025         5,860,000   December 2027
$0.12         131,850    0.020025         131,850   December 31, 2022
      1,130,487    20,528,984         (1,680,000)   19,979,471    
summary of the warrant activity for the period

A summary of the warrant activity for the period ended December 31, 2022 and 2021 is as follows:

 

       Weighted-
Average Exercise		  

Weighted-
Average Remaining

Contractual

  

Aggregate

Intrinsic

 
   Shares   Price   Term   Value 
Outstanding at December 31, 2021   1,130,487   $1.00    2.93   $- 
Grants   20,528,984    0.395    4.80    - 
Exercised   (1,680,000)   -    -    - 
Expired   -    -    -    - 
Outstanding at December 31, 2022   19,979,471   $0.020025    4.68   $- 
                     
Exercisable at December 31, 2022   19,979,471   $0.020025    4.68   $       - 
XML 60 R30.htm IDEA: XBRL DOCUMENT v3.23.1
the potentially dilutive securities that have not been included in the computation of diluted net loss (Details) - shares
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Antidilutive securities Eecluded from computation shares amount 283,663,427 56,256,410
Convertible Notes [Member]    
Antidilutive securities Eecluded from computation shares amount 143,234,067 4,966,154
Stock Purchase Warrants [Member]    
Antidilutive securities Eecluded from computation shares amount 90,429,360 1,130,487
Series A Preferred Stocks [Member]    
Antidilutive securities Eecluded from computation shares amount 50,000,000  
Series A Preferred Stock [Member]    
Antidilutive securities Eecluded from computation shares amount   50,000,000
XML 61 R31.htm IDEA: XBRL DOCUMENT v3.23.1
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
FDIC insured limit excess amount $ 249,513  
Stock settled debt $ 5,324,016 $ 8,320,525
Green Zebra Media Corp [Member]    
Ownership Percentage 60.00%  
XML 62 R32.htm IDEA: XBRL DOCUMENT v3.23.1
Property and equipment, net consists of the following (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Abstract]    
Office equipment $ 192,647 $ 166,372
Leasehold improvements 12,813 31,919
Software 143,070 72,330
Total 348,530 270,621
Less: accumulated depreciation and amortization (160,869) (35,445)
Total property and equipment, net $ 187,661 $ 235,176
XML 63 R33.htm IDEA: XBRL DOCUMENT v3.23.1
PROPERTY AND EQUIPMENT (Details Narrative) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Property, Plant and Equipment [Abstract]    
Depreciation expense $ 125,424 $ 20,429
XML 64 R34.htm IDEA: XBRL DOCUMENT v3.23.1
Prepaid expenses (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Prepaid Expenses    
Reseller agreement (1) $ 3,467
Other expenses (2) 49,174 15,119
Total $ 49,174 $ 18,586
XML 65 R35.htm IDEA: XBRL DOCUMENT v3.23.1
PREPAID EXPENSES (Details Narrative)
Jan. 31, 2017
USD ($)
Prepaid Expenses  
Accelerated Share Repurchases, Settlement (Payment) or Receipt $ 52,000
XML 66 R36.htm IDEA: XBRL DOCUMENT v3.23.1
Other current assets consist of the following (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Security deposits $ 14,691 $ 14,691
Other deposits and receivables 1,258 1,258
Total $ 15,949 $ 15,949
XML 67 R37.htm IDEA: XBRL DOCUMENT v3.23.1
The carrying value of funding tranches is as follows (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Short-term Debt [Line Items]    
Stock-settled liability $ 5,324,016 $ 8,320,525
Loan Treaty Agreement [Member]    
Short-term Debt [Line Items]    
Principal 500,000 750,000
Stock-settled liability 5,171,803 8,320,525
Total 5,671,803 9,070,525
Unamortized debt discount (20,726) (4,067,059)
Debt carrying value $ 5,651,077 $ 5,003,466
XML 68 R38.htm IDEA: XBRL DOCUMENT v3.23.1
The interest expenses for the funding tranches are as follows (Details) - Loan Treaty Agreement [Member] - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Short-term Debt [Line Items]    
Interest expense on notes $ 53,907 $ 50,915
Amortization of debt discount 4,406,591 7,751,138
Total: $ 4,460,498 $ 7,802,052
XML 69 R39.htm IDEA: XBRL DOCUMENT v3.23.1
The accrued interest payable is as follows (Details) - Loan Treaty Agreement [Member]
 12 Months Ended
Dec. 31, 2022
USD ($)
Short-term Debt [Line Items]  
Balance, December 31, 2020 $ 66
Interest expense on the convertible notes 50,915
Balance, December 31, 2021 50,981
Interest expense on the convertible notes 53,907
Balance, December 31, 2022 $ 104,888
XML 70 R40.htm IDEA: XBRL DOCUMENT v3.23.1
Gain related to extinguishment (Details) - Loan Treaty Agreement [Member] - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Short-term Debt [Line Items]    
Debt principal $ 300,000 $ 400,000
Stock-settled liability 3,508,980 3,500,412
Total 3,808,980 3,900,412
Issuance of 1,538,462 and 2,051 282 shares of common stock, respectively (142,308) (4,615,385)
Gain (loss) on extinguishment of debt upon conversion $ 3,666,672 $ (714,973)
XML 71 R41.htm IDEA: XBRL DOCUMENT v3.23.1
Schedule of the carrying value of the tranches (Details) - Convertible Debts [Member] - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Short-term Debt [Line Items]    
Principal $ 2,847,000 $ 1,120,000
Shares issued under conversion (410,851)
Repaid to principal (281,000)
Total 2,155,149 1,120,000
Unamortized debt discount (1,280,068) (1,047,626)
Debt carrying value $ 875,081 $ 72,374
XML 72 R42.htm IDEA: XBRL DOCUMENT v3.23.1
Schedule of the interest expense related to the tranches (Details) - Convertible Debts [Member] - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Short-term Debt [Line Items]    
Interest expense on notes $ 178,374 $ 13,440
Amortization of debt discount 1,339,224 72,374
Total: $ 1,517,598 $ 85,814
XML 73 R43.htm IDEA: XBRL DOCUMENT v3.23.1
Schedule of the accrued interest payable (Details) - Convertible Debts [Member] - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Short-term Debt [Line Items]    
Beginning Balance $ 13,440
Interest expense on the convertible notes 178,374 13,440
Shares issued under conversion (124,742)  
Repaid in cash (31,781)  
Ending Balance $ 35,291 $ 13,440
XML 74 R44.htm IDEA: XBRL DOCUMENT v3.23.1
Schedule of loss related to extinguishment (Details) - Convertible Debts [Member]
 12 Months Ended
Dec. 31, 2022
USD ($)
Short-term Debt [Line Items]  
Debt principal $ 410,851
Accrued interest payable 124,742
Transfer agent fee 32,408
Total 568,001
Issuance of 21,990,255 shares of common stock (657,858)
(Loss) on extinguishment of debt upon conversion $ (89,857)
XML 75 R45.htm IDEA: XBRL DOCUMENT v3.23.1
The carrying value of this convertible promissory note is as follows (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Short-term Debt [Line Items]    
Stock-settled liability $ 5,324,016 $ 8,320,525
Convertible Promissory Note [Member]    
Short-term Debt [Line Items]    
Principal 375,250
Stock-settled liability 206,059
Principal (100,000)  
Stock-settled liability (53,846)  
Total 427,463
Unamortized debt discount (106,500)
Debt carrying value $ 320,963
XML 76 R46.htm IDEA: XBRL DOCUMENT v3.23.1
The interest expenses for the convertible promissory note are as follows (Details) - Convertible Promissory Note [Member] - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Short-term Debt [Line Items]    
Interest expense on note $ 16,077
Amortization of debt discount 118,559
Total: $ 134,636
XML 77 R47.htm IDEA: XBRL DOCUMENT v3.23.1
Schedule of the accrued interest payable convertible promissory note (Details) - Convertible Promissory Note [Member]
 12 Months Ended
Dec. 31, 2022
USD ($)
Short-term Debt [Line Items]  
Balance, December 31, 2021
Interest expense on the convertible note 16,077
Balance, December 31, 2022 $ 16,077
XML 78 R48.htm IDEA: XBRL DOCUMENT v3.23.1
The interest expenses related to the SBA loan are as follows (Details) - Small Business Administration [Member] - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Short-term Debt [Line Items]    
Interest expense on notes $ 1,650 $ 1,650
Beginning Balance 2,672 1,022
Additional: Interest expense 1,650 1,650
Ending Balance $ 4,322 $ 2,672
XML 79 R49.htm IDEA: XBRL DOCUMENT v3.23.1
DEBT (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Nov. 03, 2022
Aug. 03, 2022
Apr. 04, 2022
Nov. 11, 2021
Nov. 02, 2021
Jan. 05, 2018
Dec. 20, 2022
Nov. 23, 2022
Sep. 20, 2022
May 23, 2022
Dec. 16, 2021
Oct. 27, 2021
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
May 14, 2021
Dec. 21, 2020
May 19, 2020
Short-term Debt [Line Items]                                      
Convertible notes, net of debt discount                           $ 6,847,121 $ 5,075,840        
Received tranche deposits for aggregate amount                           50,000 1,100,000        
Value of shares issued for conversion                           969,748 4,615,385        
Issuance Price per share                         $ 0.03            
National Funding Inc [Member]                                      
Short-term Debt [Line Items]                                      
Short term borrowings           $ 20,625             $ 3,768            
Origination fee           412                          
Repayments of short term debt           26,400                          
Repayments of daily short term debt           $ 150                          
Convertible Debts [Member]                                      
Short-term Debt [Line Items]                                      
Number of shares issued for conversion 2,400,000   365,000 560,000     5,860,000 5,860,000 3,520,000 1,466,667 560,000                
Issuance Price per share $ 0.02   $ 1.00 $ 1.00     $ 0.015 $ 0.02 $ 0.03 $ 0.30 $ 1.00                
Net amount of convertible note $ 160,000   $ 365,000 $ 560,000     $ 293,000 $ 293,000 $ 176,000 $ 440,000 $ 560,000                
Convertible promissory note $ 144,000   $ 328,500 $ 504,000     $ 263,700 $ 263,700 $ 158,400 $ 396,000 $ 504,000                
Interest percentage 12.00%   12.00% 12.00%     12.00% 12.00% 12.00% 12.00% 12.00%                
Convertible note fair value                           1,554,300 1,008,000        
Debt discount amortized                           792,824 616,027        
Debt discount                           1,571,666 1,120,000        
Net cash settlement of the outstanding principal amount                           281,000          
Interest payable settlement amount                           $ 31,781          
Number of accumulated shares issued for conversion of interest payable                           21,990,255          
Convertible Promissory Note [Member]                                      
Short-term Debt [Line Items]                                      
Net amount of convertible note                           $ 321,500          
Convertible promissory note                           $ 306,250          
Interest percentage                           10.00%          
Small Business Administration [Member]                                      
Short-term Debt [Line Items]                                      
Interest percentage                                     3.75%
Loan repayment amount                             215        
Paycheck Protection Program [Member]                                      
Short-term Debt [Line Items]                                      
Loan repayment amount                         46,091   5,702        
Paycheck protection program received amount                                 $ 45,450    
xdx_90D_eus-gaap--DebtInstrumentPeriodicPaymentPrincipal_c20220101__20220930__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_zUrUcQupNi9b                         45,450   5,061        
Loan repayment interest                         $ 641   641        
Treaty Agreement [Member]                                      
Short-term Debt [Line Items]                                      
Convertible notes, net of debt discount                               $ 25,000   $ 450,000  
Promissory notes increments                               $ 100,000      
Interest rate                               8.00%      
Liability on stock settled debt                           $ 360,258 $ 11,656,833        
Net loan amount funded                           $ 250,000          
Number of shares issued for conversion   1,538,462     333,334             2,051,282              
Value of shares issued for conversion   $ 300,000     $ 100,000             $ 400,000              
Issuance Price per share   $ 0.195     $ 0.30             $ 0.195              
Treaty Agreement [Member] | Share-based Payment Arrangement, Tranche One [Member]                                      
Short-term Debt [Line Items]                                      
Convertible notes, net of debt discount                                   $ 25,000  
XML 80 R50.htm IDEA: XBRL DOCUMENT v3.23.1
The following table provides balances of customer receivables and contract liabilities (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Customer Deposits Contract Receivables And Contract Liabilities    
Customer receivables (1)
Contract liabilities (Customer deposits) (1), (2), (a), (b), (c) $ 172,000 $ 209,000
XML 81 R51.htm IDEA: XBRL DOCUMENT v3.23.1
CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Details Narrative) - USD ($)
 12 Months Ended
Jul. 11, 2019
Dec. 31, 2022
Dec. 31, 2021
Oct. 06, 2020
Finite-Lived Intangible Assets [Line Items]        
[custom:ContractLiabilities-0]   $ 172,000 $ 209,000  
[custom:IncomeRelatedToContractsRevenue]   12,000    
Revenues   12,000 78,000  
Deferred revenue       $ 132,000
Revenues   221,946 $ 78,000  
Deferred income   $ 42,000    
Sponsorship Marketing Agreement [Member]        
Finite-Lived Intangible Assets [Line Items]        
Revenue from related parties $ 100,000      
Revenue due from to related party 65,000      
Revenue remaining performance obligation $ 35,000      
XML 82 R52.htm IDEA: XBRL DOCUMENT v3.23.1
The following amounts are included in debt to related party on our Balance Sheets (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Related Party Transactions [Abstract]    
Beginning Balance $ 1,065,725 $ 1,217,579
Payments on loan   (151,854)
Ending Balance 1,440,825 1,065,725
Shares issued to settle debt (75,000)  
Promissory Notes for funding provided 450,100  
Balance $ 1,440,825 $ 1,065,725
XML 83 R53.htm IDEA: XBRL DOCUMENT v3.23.1
The interest expenses related to above loans are as follows (Details) - USD ($)
 12 Months Ended
Dec. 31, 2022
Dec. 31, 2021
Related Party Transactions [Abstract]    
Interest expense on notes $ 54,072 $ 55,713
XML 84 R54.htm IDEA: XBRL DOCUMENT v3.23.1
The following amounts are included in related party payables (Details) - USD ($)
Dec. 31, 2022
Dec. 31, 2021
Related Party Transaction [Line Items]    
Due to related parties $ 417,151 $ 179,769
Coleman Smith, President [Member]    
Related Party Transaction [Line Items]    
Due to related parties 67,256 3,946
Interest Payable [Member]    
Related Party Transaction [Line Items]    
Due to related parties 109,785 55,713
ELOC Holdings Corp. [Member]    
Related Party Transaction [Line Items]    
Due to related parties 240,000 120,000
Terrence Flowers [Member]    
Related Party Transaction [Line Items]    
Due to related parties $ 110 $ 110
XML 85 R55.htm IDEA: XBRL DOCUMENT v3.23.1
RELATED PARTY TRANSACTIONS (Details Narrative) - USD ($)
 1 Months Ended 12 Months Ended
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Dec. 31, 2019
Apr. 29, 2014
Related Party Transaction [Line Items]            
Annual principal payment           $ 120,000
Payment down of principal amount     $ 151,854      
Terrence Flowers [Member]            
Related Party Transaction [Line Items]            
Due to note payable       $ 11,000 $ 11,110  
Due amount   $ 110        
E L O C [Member]            
Related Party Transaction [Line Items]            
Annual principal payment       $ 1,217,579    
Accrued management fee   120,000 120,000      
William Coleman Smith [Member]            
Related Party Transaction [Line Items]            
Annual principal payment   2,500,000        
Payment down of principal amount   75,000        
Promissory note   250,000        
Coleman Smith [Member]            
Related Party Transaction [Line Items]            
Accrued management fee   360,000        
Management fees   $ 295,000 $ 210,000      
Number of restricted common stock issued 2,500,000          
Number of restricted common stock issued value $ 60,250          
XML 86 R56.htm IDEA: XBRL DOCUMENT v3.23.1
Future minimum lease payments in respect of the above leases (Details)
Dec. 31, 2022
USD ($)
Operating Lease  
2023 $ 127,556
2024 133,014
2025 138,472
2026 143,931
2027 136,527
Total future minimum lease payments 679,500
Less: imputed interest (105,601)
Total 573,894
Current portion of operating lease 91,604
Long term portion of operating lease $ 482,290
XML 87 R57.htm IDEA: XBRL DOCUMENT v3.23.1
OPERATING LEASE (Details Narrative)
 1 Months Ended
May 19, 2021
USD ($)
Operating Lease  
Basic month of first year $ 9,097
Basic rent after six months of lease 9,487
Approximate rent end of the year $ 10,592
XML 88 R58.htm IDEA: XBRL DOCUMENT v3.23.1
Schedule of default judgement (Details)
 12 Months Ended
Dec. 31, 2022
USD ($)
Commitments and Contingencies Disclosure [Abstract]  
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
XML 89 R59.htm IDEA: XBRL DOCUMENT v3.23.1
COMMITMENTS (Details Narrative) - USD ($)
 1 Months Ended 3 Months Ended 9 Months Ended
Apr. 07, 2022
Nov. 03, 2021
Apr. 30, 2021
Sep. 30, 2022
Mar. 31, 2022
Sep. 30, 2022
Dec. 31, 2022
Dec. 31, 2021
Apr. 25, 2021
Sep. 14, 2020
Litigation settlement amount     $ 16,282              
Outstanding of claim amount             $ 2,420      
Remained outstanding balance               $ 54,738    
Annual initial payment                   $ 94,000
Common Stock, Shares                 16,666,667  
Maximum commited amount for stock                 $ 5,000,000  
Commitment price per share                 $ 0.30  
Number of common stock issued, amount       $ 65,070 $ 22,399          
Issuance Price per share       $ 0.03   $ 0.03        
World Amber Corporation [Member]                    
Number of common stock issued, amount   $ 100,000                
Number of common stock issued, shares   333,334                
Issuance Price per share   $ 0.30                
Acom Management Partners [Member]                    
Number of common stock issued, amount $ 120,000         $ 60,000        
XML 90 R60.htm IDEA: XBRL DOCUMENT v3.23.1
the fair value of the outstanding common stock purchase warrants (Details) - Share Purchase Warrants [Member]
 12 Months Ended
Dec. 31, 2022
$ / shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Dividend yield 0.00%
Minimum [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Expected volatility 265.00%
Risk-free interest rate 0.83%
Stock Price $ 0.017
Exercise Price $ 0.10
Maximum [Member]  
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Expected volatility 297.00%
Risk-free interest rate 4.36%
Stock Price $ 2.80
Exercise Price $ 1.00
XML 91 R61.htm IDEA: XBRL DOCUMENT v3.23.1
summary of the warrant activity for the period (Details) - Share Purchase Warrants [Member]
 12 Months Ended
Dec. 31, 2022
$ / shares
shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
Shares outstanding Beginning balance | shares 1,130,487
Weighted Average Shares Exercise Price, Outstanding, begining balance | $ / shares $ 1.00
Shares Grants | shares 20,528,984
Weighted Average Shares Exercise Price, Grants | $ / shares $ 0.395
Shares Excercised | shares (1,680,000)
Weighted Average Exercise Price, Excercised | $ / shares
Shares Expired | shares
Weighted Average Shares Exercise Price, Expired | $ / shares
Shares Outstanding Ending Balance | shares 19,979,471
Weighted Average Shares Exercise Price, Outstanding, ending balance | $ / shares $ 0.020025
Shares Excercisable | shares 19,979,471
Weighted Average Shares Exercise Price, Excercisable | $ / shares $ 0.020025
XML 92 R62.htm IDEA: XBRL DOCUMENT v3.23.1
CAPITAL STOCK (Details Narrative) - USD ($)
 1 Months Ended 2 Months Ended 3 Months Ended 12 Months Ended
Nov. 03, 2022
Aug. 03, 2022
Apr. 07, 2022
Apr. 04, 2022
Nov. 11, 2021
Nov. 02, 2021
Dec. 31, 2022
Dec. 20, 2022
Nov. 23, 2022
Sep. 20, 2022
May 23, 2022
Dec. 16, 2021
Oct. 27, 2021
May 31, 2022
Dec. 31, 2021
Sep. 30, 2022
Jun. 30, 2022
Mar. 31, 2022
Dec. 31, 2022
Dec. 31, 2021
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Shares issued for services                               $ 65,070   $ 22,399    
Shares issued under consulting agreement                                     $ 794,070  
Exercise warrants                               $ 53,751     53,751  
Value of shares issued for conversion                                     969,748 $ 4,615,385
Share price per share                               $ 0.03        
Issuance of common stock for settlement of debt, related party                               $ 75,000     $ 60,250  
Number of accumulated common stock issued, shares                                     4,747,662  
Number of accumulated common stock issued                                     $ 151,104 $ 100,000
Number of shares issued in the time of conversion, shares         10,487   14,120,000     3,520,000       1,831,667 1,120,000          
Number of shares issued in the time of conversion         $ 25,141   $ 192,473     $ 52,702       $ 360,967 $ 503,973          
Number of cashless warrants exercise                                     1,120,000  
Number of cashless warrants exercise                                     560,000  
J H Derbie [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Number of shares issued in the time of conversion, shares                                     497,317  
Number of shares issued in the time of conversion                                     $ 68,356  
Mast Hill [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Number of shares issued in the time of conversion, shares                                     560,000  
Number of shares issued in the time of conversion                                     $ 639,620  
Series A Preferred Stock [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Preferred Stock, shares authorized             10,000,000               10,000,000       10,000,000 10,000,000
Preferred Stock, par value             $ 0.004               $ 0.004       $ 0.004 $ 0.004
Convertible Debts [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Number of shares issued for conversion 2,400,000     365,000 560,000     5,860,000 5,860,000 3,520,000 1,466,667 560,000                
Share price per share $ 0.02     $ 1.00 $ 1.00     $ 0.015 $ 0.02 $ 0.03 $ 0.30 $ 1.00                
Number of accumulated shares issued for conversion of interest payable                                     21,990,255  
Debt principal                                     $ 410,851  
Accrued interest payable                                     $ 124,742  
Treaty Agreement [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Number of shares issued for conversion   1,538,462       333,334             2,051,282              
Value of shares issued for conversion   $ 300,000       $ 100,000             $ 400,000              
Share price per share   $ 0.195       $ 0.30             $ 0.195              
Common Stock [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Shares issued for services, shares                               2,700,000   10,769    
Shares issued under consulting agreement, shares     51,282               1,818,181               4,952,463  
Shares issued under consulting agreement     $ 60,000               $ 600,000               $ 4,952  
Number of shares issued for conversion                                 356,364      
Excercise warrants, shares                               560,000     560,000  
Exercise warrants                                     $ 560  
Value of shares issued for conversion                                     $ 31,981 $ 2,052
Issuance of common stock for settlement of debt related party, shares                               2,500,000     2,500,000  
Issuance of common stock for settlement of debt, related party                                     $ 2,500  
Shares issued excercise of a cashless warrants, shares                               550,883        
Number of accumulated common stock issued, shares                                       333,334
Number of accumulated common stock issued                                       $ 333
Common stock issued for conversion                                     907,247  
Common Stock [Member] | Convertible Debts [Member]                                        
Accumulated Other Comprehensive Income (Loss) [Line Items]                                        
Number of accumulated shares issued for conversion of interest payable                                     31,981,397  
Debt principal                                     $ 510,851  
Accrued interest payable                                     124,742  
Accrued interest fair value                                     1,052,132  
Accrued interest payable fee of fair value                                     $ 32,408  
XML 93 R63.htm IDEA: XBRL DOCUMENT v3.23.1
SUBSEQUENT EVENTS (Details Narrative) - USD ($)
 1 Months Ended
Mar. 08, 2023
Jan. 23, 2023
Sep. 30, 2022
Subsequent Event [Line Items]      
Conversion rate per share     $ 0.03
Subsequent Event [Member] | Mast Hill Fund L P [Member]      
Subsequent Event [Line Items]      
Promissory note principal amount $ 293,000 $ 293,000  
Convertible promissory note purchase price $ 263,700 $ 263,700  
Conversion rate per share $ 0.0035 $ 0.0035  
Total disbursement of convertible note $ 250,789 $ 250,789  
Interest rate 1200.00% 1200.00%  
Number of share issued for conversion of debt 11,720,000 11,720,000  
Subsequent Event [Member] | Diagonal Lending L L C [Member]      
Subsequent Event [Line Items]      
Promissory note principal amount $ 116,760    
Convertible promissory note purchase price 104,250    
Total disbursement of convertible note $ 100,000    
Interest rate 1200.00%    
XML 94 f10k_gz6gtechnolog_htm.xml IDEA: XBRL DOCUMENT 0001286648 2022-01-01 2022-12-31 0001286648 2022-06-30 0001286648 2023-04-14 0001286648 2022-12-31 0001286648 2021-12-31 0001286648 us-gaap:SeriesAPreferredStockMember 2022-12-31 0001286648 us-gaap:SeriesAPreferredStockMember 2021-12-31 0001286648 us-gaap:SeriesBPreferredStockMember 2022-12-31 0001286648 us-gaap:SeriesBPreferredStockMember 2021-12-31 0001286648 2021-01-01 2021-12-31 0001286648 us-gaap:PreferredStockMember 2020-12-31 0001286648 us-gaap:CommonStockMember 2020-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001286648 us-gaap:RetainedEarningsMember 2020-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2020-12-31 0001286648 2020-12-31 0001286648 us-gaap:PreferredStockMember 2021-12-31 0001286648 us-gaap:CommonStockMember 2021-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001286648 us-gaap:RetainedEarningsMember 2021-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2021-12-31 0001286648 us-gaap:PreferredStockMember 2021-01-01 2021-12-31 0001286648 us-gaap:CommonStockMember 2021-01-01 2021-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2021-01-01 2021-12-31 0001286648 us-gaap:RetainedEarningsMember 2021-01-01 2021-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2021-01-01 2021-12-31 0001286648 us-gaap:PreferredStockMember 2022-01-01 2022-12-31 0001286648 us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001286648 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001286648 us-gaap:PreferredStockMember 2022-12-31 0001286648 us-gaap:CommonStockMember 2022-12-31 0001286648 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001286648 us-gaap:RetainedEarningsMember 2022-12-31 0001286648 us-gaap:NoncontrollingInterestMember 2022-12-31 0001286648 gzic:GreenZebraMediaCorpMember 2022-12-31 0001286648 gzic:ConvertibleNotesMember 2022-01-01 2022-12-31 0001286648 gzic:ConvertibleNotesMember 2021-01-01 2021-12-31 0001286648 gzic:StockPurchaseWarrantsMember 2022-01-01 2022-12-31 0001286648 gzic:StockPurchaseWarrantsMember 2021-01-01 2021-12-31 0001286648 gzic:SeriesAPreferredStocksMember 2022-01-01 2022-12-31 0001286648 us-gaap:SeriesAPreferredStockMember 2021-01-01 2021-12-31 0001286648 2017-01-31 0001286648 gzic:TreatyAgreementMember 2020-12-21 0001286648 gzic:TreatyAgreementMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-12-21 0001286648 gzic:TreatyAgreementMember 2020-12-31 0001286648 gzic:TreatyAgreementMember 2020-01-01 2020-12-31 0001286648 gzic:TreatyAgreementMember 2021-12-31 0001286648 gzic:TreatyAgreementMember 2022-12-31 0001286648 gzic:TreatyAgreementMember 2022-01-01 2022-12-31 0001286648 gzic:TreatyAgreementMember 2021-10-01 2021-10-27 0001286648 gzic:TreatyAgreementMember 2021-10-27 0001286648 gzic:TreatyAgreementMember 2022-08-01 2022-08-03 0001286648 gzic:TreatyAgreementMember 2022-08-03 0001286648 gzic:ConvertibleDebtsMember 2021-11-11 0001286648 gzic:ConvertibleDebtsMember 2021-11-01 2021-11-11 0001286648 gzic:ConvertibleDebtsMember 2021-12-16 0001286648 gzic:ConvertibleDebtsMember 2021-12-01 2021-12-16 0001286648 gzic:ConvertibleDebtsMember 2021-12-31 0001286648 gzic:ConvertibleDebtsMember 2022-04-04 0001286648 gzic:ConvertibleDebtsMember 2022-04-01 2022-04-04 0001286648 gzic:ConvertibleDebtsMember 2022-05-23 0001286648 gzic:ConvertibleDebtsMember 2022-05-01 2022-05-23 0001286648 gzic:ConvertibleDebtsMember 2022-09-20 0001286648 gzic:ConvertibleDebtsMember 2022-09-01 2022-09-20 0001286648 gzic:ConvertibleDebtsMember 2022-11-03 0001286648 gzic:ConvertibleDebtsMember 2022-11-01 2022-11-03 0001286648 gzic:ConvertibleDebtsMember 2022-11-23 0001286648 gzic:ConvertibleDebtsMember 2022-11-01 2022-11-23 0001286648 gzic:ConvertibleDebtsMember 2022-12-20 0001286648 gzic:ConvertibleDebtsMember 2022-12-01 2022-12-20 0001286648 gzic:ConvertibleDebtsMember 2022-12-31 0001286648 gzic:ConvertibleDebtsMember 2022-01-01 2022-12-31 0001286648 gzic:ConvertiblePromissoryNoteMember 2022-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2021-01-01 2021-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2020-05-19 0001286648 gzic:PaycheckProtectionProgramMember 2021-05-14 0001286648 gzic:PaycheckProtectionProgramMember 2021-01-01 2021-12-31 0001286648 gzic:PaycheckProtectionProgramMember 2022-01-01 2022-09-30 0001286648 gzic:NationalFundingIncMember 2018-01-05 0001286648 gzic:NationalFundingIncMember 2018-01-04 2018-01-05 0001286648 gzic:NationalFundingIncMember 2022-09-30 0001286648 gzic:LoanTreatyAgreementMember 2022-01-01 2022-12-31 0001286648 gzic:ConvertiblePromissoryNoteMember 2022-01-01 2022-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2022-01-01 2022-12-31 0001286648 gzic:LoanTreatyAgreementMember 2022-12-31 0001286648 gzic:LoanTreatyAgreementMember 2021-12-31 0001286648 gzic:LoanTreatyAgreementMember 2021-01-01 2021-12-31 0001286648 gzic:ConvertibleDebtsMember 2021-01-01 2021-12-31 0001286648 gzic:ConvertibleDebtsMember 2020-12-31 0001286648 gzic:ConvertiblePromissoryNoteMember 2021-12-31 0001286648 gzic:ConvertiblePromissoryNoteMember 2021-01-01 2021-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2020-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2021-12-31 0001286648 gzic:SmallBusinessAdministrationMember 2022-12-31 0001286648 gzic:SponsorshipMarketingAgreementMember 2019-07-10 2019-07-11 0001286648 gzic:SponsorshipMarketingAgreementMember 2019-07-11 0001286648 2020-10-06 0001286648 gzic:TerrenceFlowersMember 2019-12-31 0001286648 gzic:TerrenceFlowersMember 2020-12-31 0001286648 gzic:TerrenceFlowersMember 2022-12-31 0001286648 2014-04-29 0001286648 gzic:ELOCMember 2020-12-31 0001286648 gzic:WilliamColemanSmithMember 2022-12-31 0001286648 gzic:WilliamColemanSmithMember 2022-01-01 2022-12-31 0001286648 gzic:ELOCMember 2022-01-01 2022-12-31 0001286648 gzic:ColemanSmithMember 2022-01-01 2022-12-31 0001286648 gzic:ELOCMember 2021-01-01 2021-12-31 0001286648 gzic:ColemanSmithMember 2021-01-01 2021-12-31 0001286648 gzic:ColemanSmithMember 2022-09-01 2022-09-30 0001286648 gzic:ColemanSmithPresidentMember 2022-12-31 0001286648 gzic:ColemanSmithPresidentMember 2021-12-31 0001286648 gzic:InterestPayableMember 2022-12-31 0001286648 gzic:InterestPayableMember 2021-12-31 0001286648 gzic:ELOCHoldingsCorpMember 2022-12-31 0001286648 gzic:ELOCHoldingsCorpMember 2021-12-31 0001286648 gzic:TerrenceFlowersMember 2021-12-31 0001286648 2021-05-01 2021-05-19 0001286648 2021-04-01 2021-04-30 0001286648 2020-09-14 0001286648 2021-04-25 0001286648 gzic:WorldAmberCorporationMember 2021-11-01 2021-11-03 0001286648 gzic:WorldAmberCorporationMember 2021-11-03 0001286648 gzic:AcomManagementPartnersMember 2022-04-01 2022-04-07 0001286648 gzic:AcomManagementPartnersMember 2022-01-01 2022-09-30 0001286648 us-gaap:CommonStockMember 2022-01-01 2022-03-31 0001286648 2022-01-01 2022-03-31 0001286648 us-gaap:CommonStockMember 2022-04-01 2022-04-07 0001286648 us-gaap:CommonStockMember 2022-05-01 2022-05-23 0001286648 us-gaap:CommonStockMember 2022-04-01 2022-06-30 0001286648 us-gaap:CommonStockMember 2022-07-01 2022-09-30 0001286648 2022-07-01 2022-09-30 0001286648 2022-09-30 0001286648 gzic:ConvertibleDebtsMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001286648 gzic:TreatyAgreementMember 2021-11-01 2021-11-02 0001286648 gzic:TreatyAgreementMember 2021-11-02 0001286648 2021-11-01 2021-11-11 0001286648 2021-11-01 2021-12-31 0001286648 2022-04-01 2022-05-31 0001286648 2022-09-01 2022-09-20 0001286648 2022-12-01 2022-12-31 0001286648 gzic:JHDerbieMember 2022-01-01 2022-12-31 0001286648 gzic:MastHillMember 2022-01-01 2022-12-31 0001286648 gzic:SharePurchaseWarrantsMember 2022-01-01 2022-12-31 0001286648 srt:MinimumMember gzic:SharePurchaseWarrantsMember 2022-01-01 2022-12-31 0001286648 srt:MaximumMember gzic:SharePurchaseWarrantsMember 2022-01-01 2022-12-31 0001286648 gzic:SharePurchaseWarrantsMember 2021-12-31 0001286648 gzic:SharePurchaseWarrantsMember 2022-12-31 0001286648 us-gaap:SubsequentEventMember gzic:MastHillFundLPMember 2023-01-23 0001286648 us-gaap:SubsequentEventMember gzic:MastHillFundLPMember 2023-01-01 2023-01-23 0001286648 us-gaap:SubsequentEventMember gzic:DiagonalLendingLLCMember 2023-03-08 0001286648 us-gaap:SubsequentEventMember gzic:MastHillFundLPMember 2023-03-08 0001286648 us-gaap:SubsequentEventMember gzic:MastHillFundLPMember 2023-03-01 2023-03-08 iso4217:USD shares iso4217:USD shares pure 0001286648 false --12-31 2022 FY true true true 10-K 2022-12-31 false 000-51007 GZ6G Technologies Corp. NV 20-0452700 1 Technology Drive Bldg B Suite no. B123 Irvine CA 92618 (949) 872-1965 No No Yes Yes Non-accelerated Filer false false 10770079 128401166 6117 Pinnacle Accountancy Group of Utah Farmington 507152 759791 59845 2000 49174 18586 15949 15949 632120 796326 187661 235176 552951 98093 1372732 1129595 565857 335037 417151 179769 172000 209000 3767 44156 1440825 1065725 6847121 5075840 91604 99003 9538325 7008530 44000 44000 482290 10064615 7052530 0.004 0.004 10000000 10000000 5000000 5000000 5000000 5000000 0.001 0.001 1 1 1 1 1 1 0.001 0.001 1000000000 1000000000 70837511 70837511 25177973 25177973 70837 25178 14896922 10784308 -22963551 -16092531 -7975792 -5263045 -716091 -659890 -8691883 -5922935 1372732 1129595 221946 78000 18276 43121 125424 20429 2957041 963068 480000 330000 95509 99099 3676250 1455717 -3454304 -1377717 7094839 8051277 3575831 -714973 46091 -3472917 -8766250 -6927221 -10143967 -56201 -112359 -6871020 -10031608 -0.19 -0.49 36074745 20473723 20000 12793357 12793 5180816 -6060923 -680180 -1527494 10000000 10000 -142649 132649 504027 504027 503973 503973 25141 25141 2051282 2052 4613333 4615385 333334 333 99667 100000 -10031608 -112359 -10143967 20000 25177973 25178 10784308 -16092531 -659890 -5922935 792824 792824 606142 606142 707985 707985 10769 11 22388 22399 4952463 4952 789118 794070 31981397 31981 937767 969748 2500000 2500 57750 60250 4747662 4748 146356 151104 560000 560 53191 53751 907247 907 -907 -6871020 -56201 -6927221 20000 70837511 70837 14896922 -22963551 -716091 -8691883 -6927221 -10143967 -46091 -3575831 714973 5864374 7823512 707985 25141 22399 794070 125424 20429 20033 910 4990 -57845 30588 7319 10436 387972 100264 237382 179659 -37000 -78000 -2514937 -1369844 30000 107909 251993 -77909 -251993 151104 100000 53751 150000 450100 151854 5702 -5062 1960550 2108000 281000 2340207 2201084 -252639 579247 759791 180544 507152 759791 31781 1393 566317 11129908 907 75000 510851 400000 124742 32408 645441 157462 1398966 1008000 <p id="xdx_809_eus-gaap--OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock_zrLIXqedeKPi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 1: <span id="xdx_82E_zBnLP272AVNb">ORGANIZATION AND DESCRIPTION OF BUSINESS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline">Going Concern</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">These audited 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. As of December 31, 2022, the Company had a working capital deficit of $8.9 million with approximately $0.5 million of cash on hand and an accumulated deficit of $23 million. <span style="background-color: white">During the year ended December 31, 2022 the Company received net cash proceeds of $1.96 million by way of a series of convertible promissory notes and $0.45 million in the form of related party loans. The Company anticipates a need for a further $5 million in fiscal 2023 to meet its upgraded infrastructure requirements. In addition to the remaining funding which may be provided to the Company under various loan agreements, the Company is in the process of filing a follow on registration statement on Form S-1 to facilitate additional funding up to a maximum of $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.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i>Covid-19 Pandemic</i></b>: 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_801_eus-gaap--SignificantAccountingPoliciesTextBlock_zaF0Lx52bSqb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 2: <span id="xdx_828_zr1LR2E1Dkx1">SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_zw6Th3QiEt75" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86F_zmIg3dMapaX8">Basis of Presentation</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The accompanying 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”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--ConsolidationPolicyTextBlock_zakIjyrcIadc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_861_z3aDj7G84zaj">Consolidation</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">These consolidated financial statements include the accounts of GZ6G Technology Corp.  and its <span id="xdx_90C_eus-gaap--MinorityInterestOwnershipPercentageByParent_iI_dp_uPure_c20221231__srt--OwnershipAxis__custom--GreenZebraMediaCorpMember_zFjgAFAgnj6c" title="Ownership Percentage">60</span>% controlled subsidiary, Green Zebra Media Corp. (“GZMC’), as of December 31, 2022 and December 31, 2021. All significant intercompany accounting transactions have been eliminated as a result of consolidation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_845_eus-gaap--UseOfEstimates_z4aB8Xjukhaa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86B_zrOf923A2Vwf">Use of Estimates</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_z7R93nieA0B4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_866_zN57TgBBRae2">Cash and Cash Equivalents</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_846_eus-gaap--ConcentrationRiskCreditRisk_z87qNgbhcCU9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_864_zOlCBSxs3rCi">Concentration of Credit Risk</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 December 31, 2022, the Company had $<span id="xdx_905_eus-gaap--CashFDICInsuredAmount_iI_c20221231_zddVhYKnPoLe" title="FDIC insured limit excess amount">249,513</span> in excess of the FDIC insured limit.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_846_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_zfovFfN9rKJ8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86E_zZBBK6UjQhqk">Property and Equipment</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_845_eus-gaap--InProcessResearchAndDevelopmentPolicy_zaqZWUs6bHse" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_862_zOJhkyp0ybi">Research and Development Costs</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_840_eus-gaap--RevenueRecognitionPolicyTextBlock_zG2Hjq6RIgAf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86F_zgE85hFQBtpc">Revenue Recognition</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="background-color: white">We earn revenue from service and sponsorship agreements, digital marketing and the sale of WiFi and communication solutions to customers across the 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--CompensationRelatedCostsPolicyTextBlock_zZmZLax7dtkh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_861_z5GRHv7daTLf">Stock-Based Compensation</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_843_eus-gaap--DebtPolicyTextBlock_zWWX52LJY3G8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86B_zgWkp4BF8Zvj">Debt Issue Costs</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_ecustom--OriginalIssueDiscountPolicyTextBlock_zI5pdTbPdOl4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_869_zpMI1ar5ktSa">Original Issue Discount</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_ecustom--StockSettledDebtPolicyTextBlock_zx6auh5MR6S" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86A_zvBW3tuz1lh6">Stock Settled Debt</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 December 31, 2022 and December 31, 2021, the Company had recorded within Convertible Notes, net of discount, the amount of $<span id="xdx_900_eus-gaap--DebtInstrumentUnamortizedDiscountCurrent_iI_c20221231_zi4UD2xH5sS1" title="Stock settled debt">5,324,016</span> and $<span id="xdx_902_eus-gaap--DebtInstrumentUnamortizedDiscountCurrent_iI_c20211231_znw8G2Yfkjlb" title="Stock settled debt">8,320,525</span> for the value of the stock settled debt with respect to certain convertible notes (see Note 6).<b/></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_840_eus-gaap--LesseeLeasesPolicyTextBlock_z9xtiDYoeOe7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86E_zzJXe5VvXjOd">Leases</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="background-color: white">The Company follows ASC 842 Leases, which requires recognition of most leases on the 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. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--FairValueOfFinancialInstrumentsPolicy_zuuH54jyjGNg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_864_zRCyVC8GrQmb">Fair Value of Financial Instruments</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Level 1 </i>– Quoted prices in active markets for identical assets or liabilities.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Level 2 </i>– 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Level 3 </i>– 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_849_eus-gaap--IncomeTaxPolicyTextBlock_zspH8oQi6ns9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_869_zOHz2ZAhJsq3">Income Taxes</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_844_eus-gaap--EarningsPerSharePolicyTextBlock_zUCd75Uoy0B4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_868_z38q9QrWX4X7">Basic and Diluted Net Income (Loss) Per Share</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="background-color: white">The computation of diluted loss per share for the years ended December 31, 2020 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 computation of net loss per share for the years ended December 31, 2022 and 2021 is the same for both basic and fully diluted.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p id="xdx_899_eus-gaap--ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock_zyCrfWNU6J5c" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="background-color: white">The table below reflects <span id="xdx_8BA_zcIoXOKelYk2">the potentially dilutive securities that have not been included in the computation of diluted net loss</span> per:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Convertible Notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_98F_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231__us-gaap--StatementClassOfStockAxis__custom--ConvertibleNotesMember_zfm7yro8MuU7" style="width: 9%; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">143,234,067</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_984_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231__us-gaap--StatementClassOfStockAxis__custom--ConvertibleNotesMember_zHR42Pr4nj9f" style="width: 9%; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">4,966,154</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Stock purchase warrants</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231__us-gaap--StatementClassOfStockAxis__custom--StockPurchaseWarrantsMember_zaUV6pCueQM2" style="text-align: right">90,429,360</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p id="xdx_982_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231__us-gaap--StatementClassOfStockAxis__custom--StockPurchaseWarrantsMember_zc2uJG2Hbtde" style="font: 10pt Times New Roman, Times, Serif; margin: 0">1,130,487</p></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231__us-gaap--StatementClassOfStockAxis__custom--SeriesAPreferredStocksMember_z6sp45ctJbx3" style="border-bottom: Black 1pt solid; text-align: right">50,000,000</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zJbhm4EMEqhi" style="border-bottom: Black 1pt solid; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">50,000,000</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_983_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231_zJTyjCr6u9ee" style="border-bottom: Black 2.5pt double; text-align: right">283,663,427</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_98D_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231_zXpdKSuj3bli" style="border-bottom: Black 2.5pt double; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">56,256,410</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AA_zzvvqbPiL2ei" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_843_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zschku95yHDh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_867_zH2UNhgdoUt3">Recently Issued Accounting Pronouncements</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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. Early adoption is permitted. The Company adopted this ASU effective January 1, 2021.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p id="xdx_853_zesKWhD2Nj31" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p id="xdx_84A_eus-gaap--BasisOfAccountingPolicyPolicyTextBlock_zw6Th3QiEt75" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86F_zmIg3dMapaX8">Basis of Presentation</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The accompanying 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”).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--ConsolidationPolicyTextBlock_zakIjyrcIadc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_861_z3aDj7G84zaj">Consolidation</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">These consolidated financial statements include the accounts of GZ6G Technology Corp.  and its <span id="xdx_90C_eus-gaap--MinorityInterestOwnershipPercentageByParent_iI_dp_uPure_c20221231__srt--OwnershipAxis__custom--GreenZebraMediaCorpMember_zFjgAFAgnj6c" title="Ownership Percentage">60</span>% controlled subsidiary, Green Zebra Media Corp. (“GZMC’), as of December 31, 2022 and December 31, 2021. All significant intercompany accounting transactions have been eliminated as a result of consolidation.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 0.60 <p id="xdx_845_eus-gaap--UseOfEstimates_z4aB8Xjukhaa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86B_zrOf923A2Vwf">Use of Estimates</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_eus-gaap--CashAndCashEquivalentsPolicyTextBlock_z7R93nieA0B4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_866_zN57TgBBRae2">Cash and Cash Equivalents</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_846_eus-gaap--ConcentrationRiskCreditRisk_z87qNgbhcCU9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_864_zOlCBSxs3rCi">Concentration of Credit Risk</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 December 31, 2022, the Company had $<span id="xdx_905_eus-gaap--CashFDICInsuredAmount_iI_c20221231_zddVhYKnPoLe" title="FDIC insured limit excess amount">249,513</span> in excess of the FDIC insured limit.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 249513 <p id="xdx_846_eus-gaap--PropertyPlantAndEquipmentPolicyTextBlock_zfovFfN9rKJ8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86E_zZBBK6UjQhqk">Property and Equipment</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_845_eus-gaap--InProcessResearchAndDevelopmentPolicy_zaqZWUs6bHse" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_862_zOJhkyp0ybi">Research and Development Costs</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_840_eus-gaap--RevenueRecognitionPolicyTextBlock_zG2Hjq6RIgAf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86F_zgE85hFQBtpc">Revenue Recognition</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="background-color: white">We earn revenue from service and sponsorship agreements, digital marketing and the sale of WiFi and communication solutions to customers across the 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_eus-gaap--CompensationRelatedCostsPolicyTextBlock_zZmZLax7dtkh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_861_z5GRHv7daTLf">Stock-Based Compensation</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_843_eus-gaap--DebtPolicyTextBlock_zWWX52LJY3G8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86B_zgWkp4BF8Zvj">Debt Issue Costs</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84F_ecustom--OriginalIssueDiscountPolicyTextBlock_zI5pdTbPdOl4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_869_zpMI1ar5ktSa">Original Issue Discount</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84A_ecustom--StockSettledDebtPolicyTextBlock_zx6auh5MR6S" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86A_zvBW3tuz1lh6">Stock Settled Debt</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 December 31, 2022 and December 31, 2021, the Company had recorded within Convertible Notes, net of discount, the amount of $<span id="xdx_900_eus-gaap--DebtInstrumentUnamortizedDiscountCurrent_iI_c20221231_zi4UD2xH5sS1" title="Stock settled debt">5,324,016</span> and $<span id="xdx_902_eus-gaap--DebtInstrumentUnamortizedDiscountCurrent_iI_c20211231_znw8G2Yfkjlb" title="Stock settled debt">8,320,525</span> for the value of the stock settled debt with respect to certain convertible notes (see Note 6).<b/></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 5324016 8320525 <p id="xdx_840_eus-gaap--LesseeLeasesPolicyTextBlock_z9xtiDYoeOe7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_86E_zzJXe5VvXjOd">Leases</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="background-color: white">The Company follows ASC 842 Leases, which requires recognition of most leases on the 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. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_84C_eus-gaap--FairValueOfFinancialInstrumentsPolicy_zuuH54jyjGNg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_864_zRCyVC8GrQmb">Fair Value of Financial Instruments</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Level 1 </i>– Quoted prices in active markets for identical assets or liabilities.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Level 2 </i>– 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Level 3 </i>– 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_849_eus-gaap--IncomeTaxPolicyTextBlock_zspH8oQi6ns9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_869_zOHz2ZAhJsq3">Income Taxes</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_844_eus-gaap--EarningsPerSharePolicyTextBlock_zUCd75Uoy0B4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_868_z38q9QrWX4X7">Basic and Diluted Net Income (Loss) Per Share</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="background-color: white">The computation of diluted loss per share for the years ended December 31, 2020 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 computation of net loss per share for the years ended December 31, 2022 and 2021 is the same for both basic and fully diluted.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"> </p> <p id="xdx_899_eus-gaap--ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock_zyCrfWNU6J5c" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="background-color: white">The table below reflects <span id="xdx_8BA_zcIoXOKelYk2">the potentially dilutive securities that have not been included in the computation of diluted net loss</span> per:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Convertible Notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_98F_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231__us-gaap--StatementClassOfStockAxis__custom--ConvertibleNotesMember_zfm7yro8MuU7" style="width: 9%; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">143,234,067</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_984_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231__us-gaap--StatementClassOfStockAxis__custom--ConvertibleNotesMember_zHR42Pr4nj9f" style="width: 9%; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">4,966,154</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Stock purchase warrants</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231__us-gaap--StatementClassOfStockAxis__custom--StockPurchaseWarrantsMember_zaUV6pCueQM2" style="text-align: right">90,429,360</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p id="xdx_982_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231__us-gaap--StatementClassOfStockAxis__custom--StockPurchaseWarrantsMember_zc2uJG2Hbtde" style="font: 10pt Times New Roman, Times, Serif; margin: 0">1,130,487</p></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231__us-gaap--StatementClassOfStockAxis__custom--SeriesAPreferredStocksMember_z6sp45ctJbx3" style="border-bottom: Black 1pt solid; text-align: right">50,000,000</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zJbhm4EMEqhi" style="border-bottom: Black 1pt solid; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">50,000,000</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_983_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231_zJTyjCr6u9ee" style="border-bottom: Black 2.5pt double; text-align: right">283,663,427</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_98D_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231_zXpdKSuj3bli" style="border-bottom: Black 2.5pt double; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">56,256,410</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AA_zzvvqbPiL2ei" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_899_eus-gaap--ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock_zyCrfWNU6J5c" style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="background-color: white">The table below reflects <span id="xdx_8BA_zcIoXOKelYk2">the potentially dilutive securities that have not been included in the computation of diluted net loss</span> per:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Convertible Notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_98F_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231__us-gaap--StatementClassOfStockAxis__custom--ConvertibleNotesMember_zfm7yro8MuU7" style="width: 9%; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">143,234,067</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td id="xdx_984_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231__us-gaap--StatementClassOfStockAxis__custom--ConvertibleNotesMember_zHR42Pr4nj9f" style="width: 9%; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">4,966,154</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Stock purchase warrants</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231__us-gaap--StatementClassOfStockAxis__custom--StockPurchaseWarrantsMember_zaUV6pCueQM2" style="text-align: right">90,429,360</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><p id="xdx_982_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231__us-gaap--StatementClassOfStockAxis__custom--StockPurchaseWarrantsMember_zc2uJG2Hbtde" style="font: 10pt Times New Roman, Times, Serif; margin: 0">1,130,487</p></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Series A Preferred shares (convertible to common at a ratio of 10 common for each 1 preferred)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231__us-gaap--StatementClassOfStockAxis__custom--SeriesAPreferredStocksMember_z6sp45ctJbx3" style="border-bottom: Black 1pt solid; text-align: right">50,000,000</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zJbhm4EMEqhi" style="border-bottom: Black 1pt solid; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">50,000,000</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_983_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20220101__20221231_zJTyjCr6u9ee" style="border-bottom: Black 2.5pt double; text-align: right">283,663,427</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_98D_eus-gaap--AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount_pid_uShares_c20210101__20211231_zXpdKSuj3bli" style="border-bottom: Black 2.5pt double; text-align: right" title="Antidilutive securities Eecluded from computation shares amount">56,256,410</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 143234067 4966154 90429360 1130487 50000000 50000000 283663427 56256410 <p id="xdx_843_eus-gaap--NewAccountingPronouncementsPolicyPolicyTextBlock_zschku95yHDh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span style="text-decoration: underline"><span id="xdx_867_zH2UNhgdoUt3">Recently Issued Accounting Pronouncements</span></span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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. Early adoption is permitted. The Company adopted this ASU effective January 1, 2021.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p id="xdx_805_eus-gaap--PropertyPlantAndEquipmentDisclosureTextBlock_zSEx0WUP8aXl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 3: <span id="xdx_828_zBP0khyju2Ph">PROPERTY AND EQUIPMENT</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_893_eus-gaap--PropertyPlantAndEquipmentTextBlock_zxVUMxBpJOD4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B9_zzT47RJMPR6c">Property and equipment, net consists of the following</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_498_20221231_zySV5CY3VINg" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_496_20211231_zeJ33Jhbsybc" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_402_ecustom--OfficeEquipmentGross_iI_zcgGpUFIRFSi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Office equipment</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0">192,647</p></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">166,372</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--LeaseholdImprovementsGross_iI_zP6mfHdiDhQj" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Leasehold improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">12,813</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">31,919</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--SoftwareGross_iI_zOaIB9aZiWk5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Software</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">143,070</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">72,330</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--PropertyPlantAndEquipmentGross_iI_ze5v6WrkOqHe" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">348,530</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">270,621</td><td style="text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_di_zueWzADQqtlg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Less: accumulated depreciation and amortization</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(160,869</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(35,445</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_401_eus-gaap--PropertyPlantAndEquipmentNet_iI_z8wGkS8pgHT6" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total property and equipment, net</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">187,661</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">235,176</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AB_zLxJ7JFUlfg7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Depreciation expense amounted to $<span id="xdx_90B_eus-gaap--Depreciation_c20220101__20221231_zx1UZdFzXw05" title="Depreciation expense">125,424</span> and $<span id="xdx_90F_eus-gaap--Depreciation_c20210101__20211231_zLvQvSS0yXfa" title="Depreciation expense">20,429</span> for the years ended December 31, 2022, and 2021, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_893_eus-gaap--PropertyPlantAndEquipmentTextBlock_zxVUMxBpJOD4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B9_zzT47RJMPR6c">Property and equipment, net consists of the following</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_498_20221231_zySV5CY3VINg" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_496_20211231_zeJ33Jhbsybc" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_402_ecustom--OfficeEquipmentGross_iI_zcgGpUFIRFSi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Office equipment</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0">192,647</p></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">166,372</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--LeaseholdImprovementsGross_iI_zP6mfHdiDhQj" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Leasehold improvements</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">12,813</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">31,919</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--SoftwareGross_iI_zOaIB9aZiWk5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Software</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">143,070</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">72,330</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--PropertyPlantAndEquipmentGross_iI_ze5v6WrkOqHe" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">348,530</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">270,621</td><td style="text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment_iNI_di_zueWzADQqtlg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Less: accumulated depreciation and amortization</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(160,869</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(35,445</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_401_eus-gaap--PropertyPlantAndEquipmentNet_iI_z8wGkS8pgHT6" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total property and equipment, net</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">187,661</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">235,176</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 192647 166372 12813 31919 143070 72330 348530 270621 160869 35445 187661 235176 125424 20429 <p id="xdx_80D_ecustom--PrepaidExpensesDisclosureTextBlock_zMzekRu3BRM2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 4: <span id="xdx_82E_zPJ420nG63Sj">PREPAID EXPENSES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_892_eus-gaap--DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock_zQVYx3hLYKy8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B5_zj9IagYpepwl">Prepaid expenses</span> at December 31, 2022 and 2021 consist of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_493_20221231_zrEZAo4LBNIh" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_492_20211231_zEAJRBJDgPff" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40E_ecustom--ResellerAgreement_iI_maPECzC5Z_zzBbzfT4Qpo9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Reseller agreement (1)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0652">-</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,467</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--OtherPrepaidExpenseCurrent_iI_maPECzC5Z_zfLoTN12Me64" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Other expenses (2)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">49,174</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">15,119</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--PrepaidExpenseCurrent_iI_ziB47Cguwwch" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">49,174</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">18,586</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A3_zRAvgt5a2Abe" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <div style="margin-top: 0pt; margin-bottom: 0pt; width: 25%"><div style="border-top: Black 1pt solid; font-size: 1pt"> </div></div> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_907_eus-gaap--AcceleratedShareRepurchasesSettlementPaymentOrReceipt_iI_c20170131_zX92215G9Pk">52,000</span>.  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.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Other prepaid expenses include annual subscription fees for software, insurance, prepaid term marketing expenses and office security services.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_892_eus-gaap--DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock_zQVYx3hLYKy8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B5_zj9IagYpepwl">Prepaid expenses</span> at December 31, 2022 and 2021 consist of the following:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_493_20221231_zrEZAo4LBNIh" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_492_20211231_zEAJRBJDgPff" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40E_ecustom--ResellerAgreement_iI_maPECzC5Z_zzBbzfT4Qpo9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Reseller agreement (1)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0652">-</span></td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">3,467</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--OtherPrepaidExpenseCurrent_iI_maPECzC5Z_zfLoTN12Me64" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Other expenses (2)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">49,174</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">15,119</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--PrepaidExpenseCurrent_iI_ziB47Cguwwch" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">49,174</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">18,586</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 3467 49174 15119 49174 18586 52000 <p id="xdx_80F_eus-gaap--OtherCurrentAssetsTextBlock_zcC92VSUmBy5" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 5: <span id="xdx_820_zTYsMIrZKf5g">OTHER CURRENT ASSETS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_890_eus-gaap--ScheduleOfOtherCurrentAssetsTableTextBlock_zsCF2DOIuPr2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BA_zNipDGzX5fp6">Other current assets consist of the following</span> at December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_493_20221231_z8g1Sw9xNdwf" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_492_20211231_zVfWYJLw8MX4" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_409_eus-gaap--Deposits_iI_zP8mriMQ9ck2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Security deposits</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">14,691</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">14,691</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--OtherReceivables_iI_zcaoZSm2m7H4" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Other deposits and receivables</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">1,258</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">1,258</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--OtherAssetsCurrent_iI_zGvK605eKXbi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">15,949</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">15,949</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A3_zWvfXeNWJvYl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_890_eus-gaap--ScheduleOfOtherCurrentAssetsTableTextBlock_zsCF2DOIuPr2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BA_zNipDGzX5fp6">Other current assets consist of the following</span> at December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_493_20221231_z8g1Sw9xNdwf" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_492_20211231_zVfWYJLw8MX4" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_409_eus-gaap--Deposits_iI_zP8mriMQ9ck2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Security deposits</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">14,691</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">14,691</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40C_eus-gaap--OtherReceivables_iI_zcaoZSm2m7H4" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Other deposits and receivables</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">1,258</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">1,258</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--OtherAssetsCurrent_iI_zGvK605eKXbi" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">15,949</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">15,949</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 14691 14691 1258 1258 15949 15949 <p id="xdx_802_eus-gaap--DebtDisclosureTextBlock_zFsSfrwMYF6k" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 6: <span id="xdx_821_zMvbl9oW55Gb">DEBT</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">Loan Treaty Agreement</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_907_eus-gaap--ConvertibleNotesPayableCurrent_iI_c20201221__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zCKnbemMCKD4" title="Convertible notes, net of debt discount">450,000</span> to the Company in $<span id="xdx_901_eus-gaap--ConvertibleNotesPayableCurrent_iI_c20201221__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember__us-gaap--VestingAxis__us-gaap--ShareBasedCompensationAwardTrancheOneMember_zLSPL9s8FpO8" title="Convertible notes, net of debt discount">25,000</span> tranches, deposited weekly, memorialized by promissory notes in increments of $<span id="xdx_909_eus-gaap--NotesPayable_iI_c20201231__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_z1jhbdXusQ6i" title="Promissory notes increments">100,000</span>. Each amount deposited has a term of 12 months for repayment and shall bear an interest rate of <span id="xdx_908_eus-gaap--DebtInstrumentInterestRateDuringPeriod_dp_uPure_c20200101__20201231__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zpWvwnWF8Pb5" title="Interest rate">8</span>% per annum. In addition, at the option of the Lender, each $<span id="xdx_90C_eus-gaap--ConvertibleNotesPayableCurrent_iI_c20201231__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_z8lahGBPAnAe" title="Convertible notes, net of debt discount">25,000</span> 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"> </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2021, the Company received weekly tranche deposits for an aggregate of $<span id="xdx_908_ecustom--ReceivedTrancheDepositsForAggregateAmount_c20210101__20211231_z8wMhUZiaL0j" title="Received tranche deposits for aggregate amount">1,100,000</span>. The Company recorded $<span id="xdx_90E_ecustom--DebtInstrumentsUnamortizedDiscount_iI_c20211231__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zdI4NXMTJ2ej" title="Liability on stock settled debt">11,656,833</span> as the liability on stock settled debt associated with the tranches which amount is amortized over the terms of the notes.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2022, the Company received a further $<span id="xdx_90C_ecustom--ReceivedTrancheDepositsForAggregateAmount_c20220101__20221231_zTr0nGleMLRk" title="Received tranche deposits for aggregate amount">50,000</span> under this loan treaty. The Company recorded $<span id="xdx_903_ecustom--DebtInstrumentsUnamortizedDiscount_iI_c20221231__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zoZzvqsqm6Ra" title="Liability on stock settled debt">360,258</span>, as the liability on stock settled debt associated with the tranche which amount is amortized over the terms of the notes. A total of $<span id="xdx_90D_ecustom--DuringPeriodLoanPayableNet_c20220101__20221231__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_ztvjmnQyDrqd" title="Net loan amount funded">250,000</span> remains to be funded under the terms of this Treaty Agreement.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On October 27, 2021, the Company issued <span id="xdx_905_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20211001__20211027__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zAv3WLeASAk4" title="Number of shares issued for conversion">2,051,282</span> shares of common stock to the lender in consideration for $<span id="xdx_909_eus-gaap--StockIssuedDuringPeriodValueConversionOfConvertibleSecurities_c20211001__20211027__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zkQ9Sq9VtPQ9" title="Value of shares issued for conversion">400,000</span> in loans provided under the terms of the Treaty Agreement at $<span id="xdx_907_eus-gaap--SharePrice_iI_c20211027__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zAe1nmdFDtNf" title="Issuance Price per share">0.195</span> per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On August 3, 2022, the Company issued <span id="xdx_901_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20220801__20220803__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zOCQzw1kQdXb" title="Number of shares issued for conversion">1,538,462</span> shares of common stock to the lender in consideration for $<span id="xdx_905_eus-gaap--StockIssuedDuringPeriodValueConversionOfConvertibleSecurities_c20220801__20220803__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_ztxvoFcC5hE" title="Value of shares issued for conversion">300,000</span> in loans provided under the terms of the Treaty Agreement at $<span id="xdx_900_eus-gaap--SharePrice_iI_c20220803__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_z2raVHibUX53" title="Issuance Price per share">0.195</span> per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89A_eus-gaap--ScheduleOfDebtTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_z5jLL8kL7ZAh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BD_zOYPrvAMt25l">The carrying value of funding tranches is as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49B_20221231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zam06iBaKn5i" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_496_20211231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_z9iaP7W0pcw6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--DebtInstrumentCarryingAmount_iI_zQwdi9pw12J5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-indent: 0pt; padding-left: 0pt">Principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">500,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">750,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--DebtInstrumentUnamortizedDiscountCurrent_iI_z1vk1SONyPN3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Stock-settled liability</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">5,171,803</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">8,320,525</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_405_ecustom--LongTermDebtGross_iI_zKmByydwTgH5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,671,803</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,070,525</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--DebtInstrumentUnamortizedDiscount_iNI_di_zBdzyHN8rXA4" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Unamortized debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(20,726</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(4,067,059</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_403_eus-gaap--LongTermDebt_iI_zf95RAgcnV4e" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Debt carrying value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">5,651,077</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">5,003,466</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AF_zJvNOoMho1fd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_895_eus-gaap--InterestIncomeAndInterestExpenseDisclosureTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_z8GjOLAFervg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B0_zt9WWCxg8Ua6">The interest expenses for the funding tranches are as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_49E_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zhkvWsxHQIz7"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_495_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_z2vioO1GECN1"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40C_eus-gaap--AmortizationOfFinancingCosts_zTLAJCnO2y21" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">53,907</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">50,915</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--InterestExpenseDebtExcludingAmortization_zJrRSDS0hhM7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Amortization of debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">4,406,591</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">7,751,138</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--InterestExpenseDebt_zJp2wdL3i4uj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total:</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">4,460,498</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,802,052</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A1_zujGKT7VuGZh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"> </span></p> <p id="xdx_892_eus-gaap--ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zuPOPvokKjL2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B3_zS7vbHMg8FY2">The accrued interest payable is as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_497_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zHETdCd5cuBd"> </td> <td> </td></tr> <tr id="xdx_407_ecustom--InterestPayablesCurrentAndNoncurrentPreviousPeriods_zdw4gA7r3Tu7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">66</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_402_ecustom--InterestOnConvertibleDebtsNetOfTaxPreviousPeriod_zEoB4flSNJK7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible notes</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">50,915</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_40C_ecustom--InterestPayablesCurrentAndNoncurrent_iS_z39qJfiXHLie" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50,981</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--InterestOnConvertibleDebtsNetOfTax_zsoa86Tt0Bp1" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible notes</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">53,907</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_40E_ecustom--InterestPayablesCurrentAndNoncurrent_iE_zrZ7qiN0G6Oc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2022</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">104,888</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AA_zck8kdhSyVKg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p id="xdx_894_ecustom--GainLossOnExtinguishmentOfDebtTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zG3HM11k8pud" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B9_zcwonYhUFwu2">Gain related to extinguishment</span> during the year ended December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49E_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zivid2nvo6Bc" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49F_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zlOpSe5GGrOd" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40A_eus-gaap--ExtinguishmentOfDebtAmount_z4ea9pe2ArDd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Debt principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">300,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">400,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_406_ecustom--GainsLossesOnExtinguishmentOfDebtStockSettledLiability_z7XGBbUYPDZ2" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Stock-settled liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,508,980</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,500,412</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--GainsLossesOnExtinguishmentOfDebt_zLmAq5FwR1xc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,808,980</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,900,412</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_ecustom--ExtinguishmentOfDebtGainLossCommonStock_za60wZHyXdel" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Issuance of 1,538,462 and 2,051 282 shares of common stock, respectively</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(142,308</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(4,615,385</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--ExtinguishmentOfDebtGainLossNetOfTax_zeY4RZMdevJg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Gain (loss) on extinguishment of debt upon conversion</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,666,672</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(714,973</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> <p id="xdx_8AE_ze6h4kxLGEAb" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">Convertible Debt with Warrant Agreement</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_90C_eus-gaap--ConvertibleDebt_iI_c20211111__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_znJuJIJuX197" title="Net amount of convertible note">560,000</span> for the purchase price of $<span id="xdx_90B_eus-gaap--ConvertibleNotesPayable_iI_c20211111__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zNWeMLSXeueg" title="Convertible promissory note">504,000</span>. The Term of the Note is twelve months with an interest rate of <span id="xdx_903_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20211111__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z5WnHjKyo1d8" title="Interest percentage">12</span>%. The conversion rate of the Note is fixed at $<span id="xdx_90A_eus-gaap--SharePrice_iI_c20211111__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zkuc50JqmD16" title="Issuance Price per share">1.00</span> per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional <span id="xdx_909_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20211101__20211111__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zbPoXmDUzCX2" title="Number of shares issued for conversion">560,000</span> common shares at $<span id="xdx_90B_eus-gaap--SharePrice_iI_c20211111__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zQ1fyZfc9Xqk" title="Issuance Price per share">1.00</span> per share for a term of three (3) years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_906_eus-gaap--ConvertibleDebt_iI_c20211216__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zlRa62dGDzO" title="Net amount of convertible note">560,000</span> for the purchase price of $<span id="xdx_907_eus-gaap--ConvertibleNotesPayable_iI_c20211216__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zMdwrNqO7uhe" title="Convertible promissory note">504,000</span>. The Term of the Note is twelve months with an interest rate of <span id="xdx_906_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20211216__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zqFXlfWmBFZg" title="Interest percentage">12</span>%. The conversion rate of the Note is fixed at $<span id="xdx_909_eus-gaap--SharePrice_iI_c20211216__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z1kx3AQ0alKf" title="Issuance Price per share">1.00</span> per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20211201__20211216__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zb78oknnpm9d" title="Number of shares issued for conversion">560,000</span> common shares at $<span id="xdx_905_eus-gaap--SharePrice_iI_c20211216__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z8WGHrGWBRhf" title="Issuance Price per share">1.00</span> per share for a term of three (3) years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In accordance with ASC 470 – Debt, the proceeds in fiscal year 2021 of $<span id="xdx_900_eus-gaap--NotesPayableFairValueDisclosure_iI_c20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zjbLmvI5ku49" title="Convertible note fair value">1,008,000</span> 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 <span style="background-color: white">a debt discount of </span> $<span id="xdx_90E_ecustom--DebtInstrumentAmortizedDiscountNoncurrent_iI_c20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zPnj4SrCo0kc" title="Debt discount amortized">616,027</span> is being amortized over the life of the Note for a total debt discount of $<span id="xdx_902_eus-gaap--DebtInstrumentUnamortizedDiscountNoncurrent_iI_c20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zGatZLmVqDH1" title="Debt discount">1,120,000</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_901_eus-gaap--ConvertibleDebt_iI_c20220404__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zeH8HFt5CMr9" title="Net amount of convertible note">365,000</span> for the purchase price of $<span id="xdx_90B_eus-gaap--ConvertibleNotesPayable_iI_c20220404__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zHrOIdunJ587" title="Convertible promissory note">328,500</span>. The Term of the Note is twelve months with an interest rate of <span id="xdx_90F_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20220404__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z3Zhi1W8CmB1" title="Interest percentage">12</span>%. The conversion rate of the Note is fixed at $<span id="xdx_905_eus-gaap--SharePrice_iI_c20220404__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zgC4VFYn4p8g" title="Issuance Price per share">1.00</span> per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional <span id="xdx_900_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20220401__20220404__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z3e8pPyyfwR1" title="Number of shares issued for conversion">365,000</span> common shares at $<span id="xdx_909_eus-gaap--SharePrice_iI_c20220404__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zE8XMzgSJZgk" title="Issuance Price per share">1.00</span> per share for a term of five (5) years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_90A_eus-gaap--ConvertibleDebt_iI_c20220523__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zBJM9qF0yyfb" title="Net amount of convertible note">440,000</span> for the purchase price of $<span id="xdx_906_eus-gaap--ConvertibleNotesPayable_iI_c20220523__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zab6siLahsnc" title="Convertible promissory note">396,000</span>. The Term of the Note is twelve months with an interest rate of <span id="xdx_909_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20220523__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z2GGrq9CyPMj" title="Interest percentage">12</span>%. The conversion rate of the Note is fixed at $<span id="xdx_909_eus-gaap--SharePrice_iI_c20220523__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zq3UcNfxhHpf" title="Issuance Price per share">0.30</span> per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional <span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20220501__20220523__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z2Rq0wnSLyqb" title="Number of shares issued for conversion">1,466,667</span> common shares at $<span id="xdx_90C_eus-gaap--SharePrice_iI_c20220523__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zmzwRPKaw3Ol" title="Issuance Price per share">0.30</span> per share for a term of three (3) years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_902_eus-gaap--ConvertibleDebt_iI_c20220920__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zSb28MfUkZk" title="Net amount of convertible note">176,000</span> for the purchase price of $<span id="xdx_901_eus-gaap--ConvertibleNotesPayable_iI_c20220920__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zajWPdG4BjJ7" title="Convertible promissory note">158,400</span>. The Term of the Note is twelve months with an interest rate of <span id="xdx_900_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20220920__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zFtwP1ZUszel" title="Interest percentage">12</span>%. The conversion rate of the Note is fixed at $<span id="xdx_90F_eus-gaap--SharePrice_iI_c20220920__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zYq4RWJZ6ow1" title="Issuance Price per share">0.03</span> per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional <span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20220901__20220920__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z8Q6YE9q8BJf" title="Number of shares issued for conversion">3,520,000</span> common shares at $0.10 per share for a term of five (5) years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_905_eus-gaap--ConvertibleDebt_iI_c20221103__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zOZbKLhMxbxi" title="Net amount of convertible note">160,000</span> for the purchase price of $<span id="xdx_903_eus-gaap--ConvertibleNotesPayable_iI_c20221103__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zx0WHT592mya" title="Convertible promissory note">144,000</span>. The Term of the Note is twelve months with an interest rate of <span id="xdx_904_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20221103__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z411m8jACvUf" title="Interest percentage">12</span>%. The conversion rate of the Note is fixed at $<span id="xdx_904_eus-gaap--SharePrice_iI_c20221103__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zXWIOqi7PVRc" title="Issuance Price per share">0.02</span> per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional <span id="xdx_90F_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20221101__20221103__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z5CeJJJlVnV1" title="Number of shares issued for conversion">2,400,000</span> common shares at $0.10 per share for a term of five (5) years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_904_eus-gaap--ConvertibleDebt_iI_c20221123__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zvVflNcWow1i" title="Net amount of convertible note">293,000</span> for the purchase price of $<span id="xdx_90E_eus-gaap--ConvertibleNotesPayable_iI_c20221123__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_ziIxAOkbjnR" title="Convertible promissory note">263,700</span>. The Term of the Note is twelve months with an interest rate of <span id="xdx_900_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20221123__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z1Bt2Fbvzeq6" title="Interest percentage">12</span>%. The conversion rate of the Note is fixed at $<span id="xdx_90D_eus-gaap--SharePrice_iI_c20221123__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zsAobBUeILrk" title="Issuance Price per share">0.02</span> per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20221101__20221123__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z8aw6uAoHfcg" title="Number of shares issued for conversion">5,860,000</span> common shares at $0.10 per share for a term of five (5) years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_90C_eus-gaap--ConvertibleDebt_iI_c20221220__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zVaArh1cLa6i" title="Net amount of convertible note">293,000</span> for the purchase price of $<span id="xdx_902_eus-gaap--ConvertibleNotesPayable_iI_c20221220__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z73ytxoEKK64" title="Convertible promissory note">263,700</span>. The Term of the Note is twelve months with an interest rate of <span id="xdx_90B_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20221220__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zrYrFCJWsf7b" title="Interest percentage">12</span>%. The conversion rate of the Note is fixed at $<span id="xdx_901_eus-gaap--SharePrice_iI_c20221220__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zjCoZhGidk91" title="Issuance Price per share">0.015</span> per share. The Company concurrently entered into a Warrant Agreement for the purchase of an additional <span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20221201__20221220__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zjVYYZ3XKBRk" title="Number of shares issued for conversion">5,860,000</span> common shares at $0.10 per share for a term of five (5) years.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In accordance with ASC 470 – Debt, the proceeds in the year ended December 31, 2022, of $<span id="xdx_90A_eus-gaap--NotesPayableFairValueDisclosure_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z0R5XAKYxO9c" title="Convertible note fair value">1,554,300</span> was allocated based on the relative fair values of the convertible notes and the warrants of $948,158 and $606,142, respectively. The Warrant was valued at $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 debt discount <span style="background-color: white">in the amount of </span> $<span id="xdx_90A_ecustom--DebtInstrumentAmortizedDiscountNoncurrent_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z3jqaIrFFukc" title="Debt discount amortized">792,824</span> which was recorded as a debt discount which is being amortized over the life of the Note <span style="background-color: white">for a total debt discount of </span> $<span id="xdx_90B_eus-gaap--DebtInstrumentUnamortizedDiscountNoncurrent_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zgH1wzm2zxe" title="Debt discount">1,571,666</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2022, the Company paid $<span id="xdx_90B_ecustom--ConvertibleDebtPrincipalPayment_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z1c90W2cAoO2" title="Net cash settlement of the outstanding principal amount">281,000</span> in cash to settle a portion of the outstanding principal and $<span id="xdx_908_ecustom--ConvertibleDebtInterestPayable_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zVLpMyoNhWjl" title="Interest payable settlement amount">31,781</span> in cash to settle interest payable related to the December 16, 2021, convertible note.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2022, the Company issued an accumulated <span id="xdx_907_ecustom--StockIssuedDuringPeriodSharesConversionOfConvertibleDebtSecurities_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zoSzXabb0dh1" title="Number of accumulated shares issued for conversion of interest payable">21,990,255</span> shares of common stock </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">pursuant to Notice of Conversion from lenders to settle certain portion of principal together with accrued interest payable and fees.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_891_ecustom--ScheduleOfDebtCarryingValueTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zCw0Iw30tvH7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The carrying value of the tranches is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B4_z9ToRq096Sag" style="display: none">Schedule of the carrying value of the tranches</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_498_20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zk4oMRdH4zV5" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49B_20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_ziMyl4aA3Rh1" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_402_eus-gaap--DebtInstrumentCarryingAmount_iI_zNkzHsr9EPe9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-indent: 0pt; padding-left: 0pt">Principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,847,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,120,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_402_ecustom--ConvertibleDebtCurrentAndNonCurrent_iI_zveSN62O3f7i" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Shares issued under conversion</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(410,851</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0878"> </span></td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--DebtInstrumentRepaidPrincipal_iNI_di_zJ2rrv3ncIik" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Repaid to principal</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(281,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0881"> </span></td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_ecustom--DebtCarryingLongTermNet_iI_zMnxL9S3Jmgh" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,155,149</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,120,000</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--DebtInstrumentUnamortizedDiscount_iNI_di_zTEHDKraLJal" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Unamortized debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(1,280,068</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(1,047,626</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_402_eus-gaap--LongTermDebt_iI_zlroPRI8F36c" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Debt carrying value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">875,081</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">72,374</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AD_zQcoa8gq7ll9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_895_ecustom--InterestIncomeInterestExpenseDisclosureTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z2QITUf1H7oa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The interest expenses related to the tranches are as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_z6IX5SinK2ob" style="display: none">Schedule of the interest expense related to the tranches</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_492_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z7KMNM4U0gza"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_490_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zz4eoCMpHgtl"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center"> Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40D_eus-gaap--AmortizationOfFinancingCosts_zelXaXja9nvl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">178,374</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">13,440</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--InterestExpenseDebtExcludingAmortization_zAWpukZoGhZg" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Amortization of debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">1,339,224</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">72,374</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--InterestExpenseDebt_zk6azVRZJEFd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total:</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,517,598</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">85,814</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AD_z2ZGc25jBM64" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_893_eus-gaap--ScheduleOfAccruedLiabilitiesTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zFgZqe0RUGCf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The accrued interest payable is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B3_zdmMHNo0xqic" style="display: none">Schedule of the accrued interest payable</span> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2020</td><td> </td> <td style="text-align: left">$</td><td id="xdx_984_ecustom--InterestsPayablesCurrentAndNoncurrent_iS_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zgJsmbIVFFK4" style="text-align: right" title="Beginning Balance"><span style="-sec-ix-hidden: xdx2ixbrl0905">-</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 88%; text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible notes</td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td id="xdx_983_eus-gaap--InterestOnConvertibleDebtNetOfTax_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zELijTAU8JOf" style="border-bottom: Black 1pt solid; width: 9%; text-align: right">13,440</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td id="xdx_987_ecustom--InterestsPayablesCurrentAndNoncurrent_iS_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zGvVj38xm1Ef" style="text-align: right" title="Beginning Balance">13,440</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible notes</td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_eus-gaap--InterestOnConvertibleDebtNetOfTax_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zEOmuuRMsGti" style="text-align: right" title="Interest expense on the convertible notes">178,374</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Shares issued under conversion</td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_ecustom--InterestOnConvertibleDebtSharesIssued_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zq1NEfhK7SO8" style="text-align: right" title="Shares issued under conversion">(124,742</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Repaid in cash</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98C_ecustom--RepaidInterestOnConvertibleDebtNetOfTax_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zqzIB1NZgOzi" style="border-bottom: Black 1pt solid; text-align: right" title="Repaid in cash">(31,781</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2022</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_986_ecustom--InterestsPayablesCurrentAndNoncurrent_iE_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zAw5arwNpuqe" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending Balance">35,291</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A0_zhemTe50TNOh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p id="xdx_897_ecustom--LossOnExtinguishmentOfDebtTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zNAKEz7ZEZZ3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Loss related to extinguishment during the year ended December 31, 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B0_zOpp2bLQOTpj" style="display: none">Schedule of loss related to extinguishment</span> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_493_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z7wQEMfSMGte"> </td> <td> </td></tr> <tr id="xdx_403_eus-gaap--ExtinguishmentOfDebtAmount_z4rBdYlWWoAe" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Debt principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">410,851</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_405_ecustom--ExtinguishmentOfDebtGainLossInterestPayable_znGnkyJ78qoi" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Accrued interest payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">124,742</td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--ExtinguishmentOfDebtGainLossServiceFee_z4ZUK5IljDlf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Transfer agent fee</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,408</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--GainsLossesOnExtinguishmentOfDebt_zaLNN6D9uYKh" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">568,001</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_ecustom--ExtinguishmentOfDebtGainLossCommonStock_zJMAISec8czl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Issuance of 21,990,255 shares of common stock</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(657,858</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_407_eus-gaap--ExtinguishmentOfDebtGainLossNetOfTax_zK1UyUJ9Ah47" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">(Loss) on extinguishment of debt upon conversion</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(89,857</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> <p id="xdx_8A6_zfTHv28nYcp" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">During the year ended December 31, 2022, the Company issued shares in respect to a Put notice (Note 10(5)) with a strike price of $0.020025 <span style="background-color: white">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.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">Convertible Promissory Note</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31 2022, the Company entered into several Convertible Promissory Notes with an investor in which the investor agreed to lend the Company the accumulated principal amount of $<span id="xdx_909_eus-gaap--ConvertibleDebt_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zt6OXfwZCHYk" title="Net amount of convertible note">321,500</span> for the purchase price of $<span id="xdx_904_eus-gaap--ConvertibleNotesPayable_iI_c20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_ziIKH99XlR2d" title="Convertible promissory note">306,250</span>. The Term of these Notes is twelve months with an interest rate of <span id="xdx_909_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zJkWYleJhcei" title="Interest percentage">10</span>%. 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 </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">pursuant to Notice of Conversion from lenders to settle certain portion of principal.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_896_ecustom--ScheduleOfPromissoryNotetCarryingValueTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zPmg3mJlYkN3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B9_zJTLBCz5qSzj">The carrying value of this convertible promissory note is as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_499_20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zg1cWaoCFjp6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_497_20211231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zJ6xJoEtMwG7" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--DebtInstrumentCarryingAmount_iI_zmLdWTHveiIl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-indent: 0pt; padding-left: 0pt">Principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">375,250</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0941">-</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--DebtInstrumentUnamortizedDiscountCurrent_iI_zkojpFhb7x" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Stock-settled liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">206,059</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0944"> </span></td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Issuance of 8,452,680 shares of common stock issued under notice of conversion:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_ecustom--DebtInstrumentConvertiblePromissoryNotePrincipal_iI_zMamfopughui" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0.125in">Principal</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(100,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--DebtInstrumentStockSettledLiability_iI_zKnW7Bc14ZE8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0.125in">Stock-settled liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(53,846</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--LongTermDebtGross_iI_zi9NDgHFbG7c" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">427,463</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0953"> </span></td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--DebtInstrumentUnamortizedDiscount_iNI_di_z8hN57DCotr2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Unamortized debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(106,500</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0956"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--LongTermDebt_iI_znho7QponPv4" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Debt carrying value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">320,963</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">      <span style="-sec-ix-hidden: xdx2ixbrl0959"> </span>-</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A8_zvz5jxc1IkE4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89A_ecustom--InterestIncomeInterestExpensePromissoryNoteDisclosureTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zwKF0yVSktN7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BE_zCMka4jkxee1">The interest expenses for the convertible promissory note are as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_496_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zY75i86pg4w6"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_494_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zTRHacVw3KV8"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center"> Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40C_eus-gaap--AmortizationOfFinancingCosts_z9hVavXKoFj9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on note</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">16,077</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0964">-</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--InterestExpenseDebtExcludingAmortization_zruDOiUsy9Tb" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Amortization of debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">118,559</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0967">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--InterestExpenseDebt_zyjwXKkFxIMe" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total:</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">134,636</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0970">-</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AD_z9C3CsiwfvC4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"> </span></p> <p id="xdx_89B_ecustom--ScheduleOfAccountsPayableAndAccruedLiabilitiesPromissoryNoteTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zYPIMWX9uPJk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The accrued interest payable is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BB_z08jzf99U1f" style="display: none">Schedule of the accrued interest payable convertible promissory note</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_49A_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zGA5JjnG78n7"> </td> <td> </td></tr> <tr id="xdx_40C_ecustom--InterestPayablesCurrentAndNoncurrent_iS_zL0VUL3ICR49" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2021</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0974">-</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--InterestOnConvertibleDebtsNetOfTax_zciHTVkEi93g" style="vertical-align: bottom; background-color: White"> <td style="width: 88%; text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible note</td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">16,077</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_40E_ecustom--InterestPayablesCurrentAndNoncurrent_iE_zJQ0fKzYAYFd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2022</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">16,077</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A1_zrwo7Wzk5pj1" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">SBA</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On May 19, 2020, the Company received a long-term loan from U.S. Small Business Administration (SBA) in the amount of $44,000, upon the following conditions:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Payment</i>: Installment payments, including principal and interest, of $<span id="xdx_900_eus-gaap--DebtInstrumentPeriodicPayment_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zpMNpaTSiJlf" title="Loan repayment amount">215</span> 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Interest</i>: Interest accrues at the rate of <span id="xdx_908_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_dp_uPure_c20200519__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zTeQE02Bbfj3" title="Interest percentage">3.75</span>% per annum and will accrue only on funds actually advanced from the date(s) of each advance.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Payment terms: </i>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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_890_ecustom--ShortTermDebtInterestIncomesAndInterestExpensesDisclosureTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zGLjUHWMrZtc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BD_zV9dDeu8raG4">The interest expenses related to the SBA loan are as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_49A_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zHTE0hePvM82"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_498_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_ztXGmKhJoUc3"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40D_eus-gaap--AmortizationOfFinancingCosts_zXhZ2viqOyL7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,650</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,650</td><td style="width: 1%; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The accrued interest payable is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_98C_ecustom--InterestsPayablesCurrentAndNoncurrent_iS_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zNatz8UMoaf5" style="width: 9%; text-align: right" title="Beginning Balance">1,022</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Addition: Interest expense</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_eus-gaap--InterestOnConvertibleDebtNetOfTax_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zWl37LbL1eOj" style="text-align: right" title="Additional: Interest expense">1,650</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_ecustom--InterestsPayablesCurrentAndNoncurrent_iS_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zpj5G4I4Qkr8" style="text-align: right" title="Beginning Balance">2,672</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Addition: Interest expense</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_983_eus-gaap--InterestOnConvertibleDebtNetOfTax_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zNxAxWiwd4Ta" style="border-bottom: Black 1pt solid; text-align: right" title="Additional: Interest expense">1,650</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2022</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98F_ecustom--InterestsPayablesCurrentAndNoncurrent_iE_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zoTG204CvdSj" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending Balance">4,322</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AC_zghdgYVjmslc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">PPP funds</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">An interest rate of 1% per annum;</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Loans issued prior to June 5, 2020, have a maturity of 2 years, with loans issued thereafter having a maturity of 5 years;</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Loan payments are deferred for six months;</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">No collateral or personal guarantees are required; and</span></td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"> </td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"> </td></tr> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">●</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Neither the government nor lenders will charge small businesses any fees.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On May 14, 2020, the Company received PPP proceeds of $<span id="xdx_903_eus-gaap--DebtInstrumentFaceAmount_iI_c20210514__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_zvje2ZsfKnNh" title="Paycheck protection program received amount">45,450</span>. As of December 31, 2021, the Company paid $<span id="xdx_90B_eus-gaap--DebtInstrumentPeriodicPayment_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_zHSO2j1JegO4" title="Loan repayment amount">5,702</span> including $<span id="xdx_90F_eus-gaap--DebtInstrumentPeriodicPaymentPrincipal_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_z9piwy1gefZb" title="Loan repayment principal">5,061</span> in principal and $<span id="xdx_90B_eus-gaap--DebtInstrumentPeriodicPaymentInterest_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_z8Gtx0PSqJsl" title="Loan repayment interest">641</span> 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 $<span id="xdx_901_eus-gaap--DebtInstrumentPeriodicPaymentPrincipal_c20220101__20220930__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_zGk1grB3Tomf" title="xdx_90D_eus-gaap--DebtInstrumentPeriodicPaymentPrincipal_c20220101__20220930__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_zUrUcQupNi9b">45,450</span> with the interest amount of $<span id="xdx_908_eus-gaap--DebtInstrumentPeriodicPaymentInterest_c20220101__20220930__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_zfwrbjq3hRv4" title="Loan repayment interest">641</span> was forgiven in full in the three months ended March 31, 2022. As a result, the Company recorded the full amount of $<span id="xdx_90E_eus-gaap--DebtInstrumentPeriodicPayment_c20220101__20220930__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_z9Jtsk9lITEb" title="Loan repayment amount">46,091</span> that had been received as other income.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i>Other Short-term loans</i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On January 5, 2018, GZMC entered into a loan agreement with National Funding Inc. whereby the Company acquired funding in the amount of $<span id="xdx_900_eus-gaap--ShortTermBorrowings_iI_c20180105__dei--LegalEntityAxis__custom--NationalFundingIncMember_zdlrxvnIdoYj" title="Short term borrowings">20,625</span>.   The terms of the loan called for the Company to pay an origination fee of $<span id="xdx_90E_eus-gaap--DebtInstrumentFeeAmount_iI_c20180105__dei--LegalEntityAxis__custom--NationalFundingIncMember_zvCAIUkda7Tf" title="Origination fee">412</span> and to repay $<span id="xdx_902_eus-gaap--RepaymentsOfShortTermDebt_c20180104__20180105__dei--LegalEntityAxis__custom--NationalFundingIncMember_zjMY21SaUU4e" title="Repayments of short term debt">26,400</span> by way of 176 daily payments of $<span id="xdx_907_ecustom--RepaymentsOfDaliyDebtMaturing_iI_c20180105__dei--LegalEntityAxis__custom--NationalFundingIncMember_zOGSTVzgITHh" title="Repayments of daily short term debt">150</span>.   As of December 31, 2022, and December 31, 2021, there was an outstanding amount of $<span id="xdx_904_eus-gaap--ShortTermBorrowings_iI_c20220930__dei--LegalEntityAxis__custom--NationalFundingIncMember_zjcMStKyDlrd" title="Short term borrowings">3,768</span> due and payable on the loan, and the loan was in default.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> 450000 25000 100000 0.08 25000 1100000 11656833 50000 360258 250000 2051282 400000 0.195 1538462 300000 0.195 <p id="xdx_89A_eus-gaap--ScheduleOfDebtTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_z5jLL8kL7ZAh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BD_zOYPrvAMt25l">The carrying value of funding tranches is as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49B_20221231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zam06iBaKn5i" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_496_20211231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_z9iaP7W0pcw6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--DebtInstrumentCarryingAmount_iI_zQwdi9pw12J5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-indent: 0pt; padding-left: 0pt">Principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">500,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">750,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--DebtInstrumentUnamortizedDiscountCurrent_iI_z1vk1SONyPN3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Stock-settled liability</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">5,171,803</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">8,320,525</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_405_ecustom--LongTermDebtGross_iI_zKmByydwTgH5" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,671,803</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,070,525</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--DebtInstrumentUnamortizedDiscount_iNI_di_zBdzyHN8rXA4" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Unamortized debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(20,726</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(4,067,059</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_403_eus-gaap--LongTermDebt_iI_zf95RAgcnV4e" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Debt carrying value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">5,651,077</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">5,003,466</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 500000 750000 5171803 8320525 5671803 9070525 20726 4067059 5651077 5003466 <p id="xdx_895_eus-gaap--InterestIncomeAndInterestExpenseDisclosureTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_z8GjOLAFervg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B0_zt9WWCxg8Ua6">The interest expenses for the funding tranches are as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_49E_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zhkvWsxHQIz7"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_495_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_z2vioO1GECN1"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40C_eus-gaap--AmortizationOfFinancingCosts_zTLAJCnO2y21" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">53,907</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">50,915</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--InterestExpenseDebtExcludingAmortization_zJrRSDS0hhM7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Amortization of debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">4,406,591</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">7,751,138</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--InterestExpenseDebt_zJp2wdL3i4uj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total:</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">4,460,498</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">7,802,052</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 53907 50915 4406591 7751138 4460498 7802052 <p id="xdx_892_eus-gaap--ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zuPOPvokKjL2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B3_zS7vbHMg8FY2">The accrued interest payable is as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_497_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zHETdCd5cuBd"> </td> <td> </td></tr> <tr id="xdx_407_ecustom--InterestPayablesCurrentAndNoncurrentPreviousPeriods_zdw4gA7r3Tu7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">66</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_402_ecustom--InterestOnConvertibleDebtsNetOfTaxPreviousPeriod_zEoB4flSNJK7" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible notes</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">50,915</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_40C_ecustom--InterestPayablesCurrentAndNoncurrent_iS_z39qJfiXHLie" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">50,981</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--InterestOnConvertibleDebtsNetOfTax_zsoa86Tt0Bp1" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible notes</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">53,907</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_40E_ecustom--InterestPayablesCurrentAndNoncurrent_iE_zrZ7qiN0G6Oc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2022</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">104,888</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 66 50915 50981 53907 104888 <p id="xdx_894_ecustom--GainLossOnExtinguishmentOfDebtTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zG3HM11k8pud" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B9_zcwonYhUFwu2">Gain related to extinguishment</span> during the year ended December 31, 2022 and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49E_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zivid2nvo6Bc" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49F_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--LoanTreatyAgreementMember_zlOpSe5GGrOd" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40A_eus-gaap--ExtinguishmentOfDebtAmount_z4ea9pe2ArDd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Debt principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">300,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">400,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_406_ecustom--GainsLossesOnExtinguishmentOfDebtStockSettledLiability_z7XGBbUYPDZ2" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Stock-settled liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,508,980</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,500,412</td><td style="text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--GainsLossesOnExtinguishmentOfDebt_zLmAq5FwR1xc" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,808,980</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,900,412</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_ecustom--ExtinguishmentOfDebtGainLossCommonStock_za60wZHyXdel" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Issuance of 1,538,462 and 2,051 282 shares of common stock, respectively</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(142,308</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(4,615,385</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_409_eus-gaap--ExtinguishmentOfDebtGainLossNetOfTax_zeY4RZMdevJg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Gain (loss) on extinguishment of debt upon conversion</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">3,666,672</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(714,973</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> 300000 400000 3508980 3500412 3808980 3900412 -142308 -4615385 3666672 -714973 560000 504000 0.12 1.00 560000 1.00 560000 504000 0.12 1.00 560000 1.00 1008000 616027 1120000 365000 328500 0.12 1.00 365000 1.00 440000 396000 0.12 0.30 1466667 0.30 176000 158400 0.12 0.03 3520000 160000 144000 0.12 0.02 2400000 293000 263700 0.12 0.02 5860000 293000 263700 0.12 0.015 5860000 1554300 792824 1571666 281000 31781 21990255 <p id="xdx_891_ecustom--ScheduleOfDebtCarryingValueTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zCw0Iw30tvH7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The carrying value of the tranches is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B4_z9ToRq096Sag" style="display: none">Schedule of the carrying value of the tranches</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_498_20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zk4oMRdH4zV5" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49B_20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_ziMyl4aA3Rh1" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_402_eus-gaap--DebtInstrumentCarryingAmount_iI_zNkzHsr9EPe9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-indent: 0pt; padding-left: 0pt">Principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">2,847,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,120,000</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_402_ecustom--ConvertibleDebtCurrentAndNonCurrent_iI_zveSN62O3f7i" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Shares issued under conversion</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(410,851</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0878"> </span></td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--DebtInstrumentRepaidPrincipal_iNI_di_zJ2rrv3ncIik" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Repaid to principal</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(281,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0881"> </span></td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_ecustom--DebtCarryingLongTermNet_iI_zMnxL9S3Jmgh" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">2,155,149</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,120,000</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--DebtInstrumentUnamortizedDiscount_iNI_di_zTEHDKraLJal" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Unamortized debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(1,280,068</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(1,047,626</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_402_eus-gaap--LongTermDebt_iI_zlroPRI8F36c" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Debt carrying value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">875,081</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">72,374</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 2847000 1120000 -410851 281000 2155149 1120000 1280068 1047626 875081 72374 <p id="xdx_895_ecustom--InterestIncomeInterestExpenseDisclosureTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z2QITUf1H7oa" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The interest expenses related to the tranches are as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_z6IX5SinK2ob" style="display: none">Schedule of the interest expense related to the tranches</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_492_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z7KMNM4U0gza"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_490_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zz4eoCMpHgtl"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center"> Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40D_eus-gaap--AmortizationOfFinancingCosts_zelXaXja9nvl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">178,374</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">13,440</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_402_eus-gaap--InterestExpenseDebtExcludingAmortization_zAWpukZoGhZg" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Amortization of debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">1,339,224</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">72,374</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--InterestExpenseDebt_zk6azVRZJEFd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total:</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">1,517,598</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">85,814</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 178374 13440 1339224 72374 1517598 85814 <p id="xdx_893_eus-gaap--ScheduleOfAccruedLiabilitiesTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zFgZqe0RUGCf" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The accrued interest payable is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B3_zdmMHNo0xqic" style="display: none">Schedule of the accrued interest payable</span> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2020</td><td> </td> <td style="text-align: left">$</td><td id="xdx_984_ecustom--InterestsPayablesCurrentAndNoncurrent_iS_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zgJsmbIVFFK4" style="text-align: right" title="Beginning Balance"><span style="-sec-ix-hidden: xdx2ixbrl0905">-</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="width: 88%; text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible notes</td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td id="xdx_983_eus-gaap--InterestOnConvertibleDebtNetOfTax_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zELijTAU8JOf" style="border-bottom: Black 1pt solid; width: 9%; text-align: right">13,440</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td id="xdx_987_ecustom--InterestsPayablesCurrentAndNoncurrent_iS_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zGvVj38xm1Ef" style="text-align: right" title="Beginning Balance">13,440</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible notes</td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_eus-gaap--InterestOnConvertibleDebtNetOfTax_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zEOmuuRMsGti" style="text-align: right" title="Interest expense on the convertible notes">178,374</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Shares issued under conversion</td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_ecustom--InterestOnConvertibleDebtSharesIssued_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zq1NEfhK7SO8" style="text-align: right" title="Shares issued under conversion">(124,742</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Repaid in cash</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98C_ecustom--RepaidInterestOnConvertibleDebtNetOfTax_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zqzIB1NZgOzi" style="border-bottom: Black 1pt solid; text-align: right" title="Repaid in cash">(31,781</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2022</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_986_ecustom--InterestsPayablesCurrentAndNoncurrent_iE_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zAw5arwNpuqe" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending Balance">35,291</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 13440 13440 178374 -124742 -31781 35291 <p id="xdx_897_ecustom--LossOnExtinguishmentOfDebtTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_zNAKEz7ZEZZ3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Loss related to extinguishment during the year ended December 31, 2022:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8B0_zOpp2bLQOTpj" style="display: none">Schedule of loss related to extinguishment</span> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_493_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember_z7wQEMfSMGte"> </td> <td> </td></tr> <tr id="xdx_403_eus-gaap--ExtinguishmentOfDebtAmount_z4rBdYlWWoAe" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Debt principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">410,851</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_405_ecustom--ExtinguishmentOfDebtGainLossInterestPayable_znGnkyJ78qoi" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Accrued interest payable</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">124,742</td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--ExtinguishmentOfDebtGainLossServiceFee_z4ZUK5IljDlf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Transfer agent fee</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">32,408</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--GainsLossesOnExtinguishmentOfDebt_zaLNN6D9uYKh" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">568,001</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_ecustom--ExtinguishmentOfDebtGainLossCommonStock_zJMAISec8czl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Issuance of 21,990,255 shares of common stock</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(657,858</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_407_eus-gaap--ExtinguishmentOfDebtGainLossNetOfTax_zK1UyUJ9Ah47" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">(Loss) on extinguishment of debt upon conversion</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">(89,857</td><td style="padding-bottom: 2.5pt; text-align: left">)</td></tr> </table> 410851 124742 32408 568001 -657858 -89857 321500 306250 0.10 <p id="xdx_896_ecustom--ScheduleOfPromissoryNotetCarryingValueTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zPmg3mJlYkN3" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B9_zJTLBCz5qSzj">The carrying value of this convertible promissory note is as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_499_20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zg1cWaoCFjp6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_497_20211231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zJ6xJoEtMwG7" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_400_eus-gaap--DebtInstrumentCarryingAmount_iI_zmLdWTHveiIl" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-indent: 0pt; padding-left: 0pt">Principal</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">375,250</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0941">-</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--DebtInstrumentUnamortizedDiscountCurrent_iI_zkojpFhb7x" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Stock-settled liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">206,059</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0944"> </span></td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Issuance of 8,452,680 shares of common stock issued under notice of conversion:</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_ecustom--DebtInstrumentConvertiblePromissoryNotePrincipal_iI_zMamfopughui" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0.125in">Principal</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(100,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--DebtInstrumentStockSettledLiability_iI_zKnW7Bc14ZE8" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0.125in">Stock-settled liability</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(53,846</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr id="xdx_405_ecustom--LongTermDebtGross_iI_zi9NDgHFbG7c" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">427,463</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0953"> </span></td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr id="xdx_40A_eus-gaap--DebtInstrumentUnamortizedDiscount_iNI_di_z8hN57DCotr2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Unamortized debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(106,500</td><td style="padding-bottom: 1pt; text-align: left">)</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"><span style="-sec-ix-hidden: xdx2ixbrl0956"> </span></td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--LongTermDebt_iI_znho7QponPv4" style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Debt carrying value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">320,963</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">      <span style="-sec-ix-hidden: xdx2ixbrl0959"> </span>-</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 375250 206059 -100000 -53846 427463 106500 320963 <p id="xdx_89A_ecustom--InterestIncomeInterestExpensePromissoryNoteDisclosureTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zwKF0yVSktN7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BE_zCMka4jkxee1">The interest expenses for the convertible promissory note are as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_496_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zY75i86pg4w6"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_494_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zTRHacVw3KV8"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center"> Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40C_eus-gaap--AmortizationOfFinancingCosts_z9hVavXKoFj9" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on note</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">16,077</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0964">-</span></td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--InterestExpenseDebtExcludingAmortization_zruDOiUsy9Tb" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Amortization of debt discount</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">118,559</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0967">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_408_eus-gaap--InterestExpenseDebt_zyjwXKkFxIMe" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total:</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">134,636</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0970">-</span></td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 16077 118559 134636 <p id="xdx_89B_ecustom--ScheduleOfAccountsPayableAndAccruedLiabilitiesPromissoryNoteTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zYPIMWX9uPJk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The accrued interest payable is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BB_z08jzf99U1f" style="display: none">Schedule of the accrued interest payable convertible promissory note</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_49A_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertiblePromissoryNoteMember_zGA5JjnG78n7"> </td> <td> </td></tr> <tr id="xdx_40C_ecustom--InterestPayablesCurrentAndNoncurrent_iS_zL0VUL3ICR49" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2021</td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl0974">-</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_402_ecustom--InterestOnConvertibleDebtsNetOfTax_zciHTVkEi93g" style="vertical-align: bottom; background-color: White"> <td style="width: 88%; text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Interest expense on the convertible note</td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">16,077</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_40E_ecustom--InterestPayablesCurrentAndNoncurrent_iE_zJQ0fKzYAYFd" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2022</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">16,077</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 16077 16077 215 0.0375 <p id="xdx_890_ecustom--ShortTermDebtInterestIncomesAndInterestExpensesDisclosureTableTextBlock_hus-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zGLjUHWMrZtc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BD_zV9dDeu8raG4">The interest expenses related to the SBA loan are as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_49A_20220101__20221231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zHTE0hePvM82"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_498_20210101__20211231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_ztXGmKhJoUc3"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40D_eus-gaap--AmortizationOfFinancingCosts_zXhZ2viqOyL7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,650</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">1,650</td><td style="width: 1%; text-align: left"> </td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The accrued interest payable is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2020</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_98C_ecustom--InterestsPayablesCurrentAndNoncurrent_iS_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zNatz8UMoaf5" style="width: 9%; text-align: right" title="Beginning Balance">1,022</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Addition: Interest expense</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98A_eus-gaap--InterestOnConvertibleDebtNetOfTax_c20210101__20211231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zWl37LbL1eOj" style="text-align: right" title="Additional: Interest expense">1,650</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2021</td><td> </td> <td style="text-align: left"> </td><td id="xdx_981_ecustom--InterestsPayablesCurrentAndNoncurrent_iS_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zpj5G4I4Qkr8" style="text-align: right" title="Beginning Balance">2,672</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Addition: Interest expense</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_983_eus-gaap--InterestOnConvertibleDebtNetOfTax_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zNxAxWiwd4Ta" style="border-bottom: Black 1pt solid; text-align: right" title="Additional: Interest expense">1,650</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance, December 31, 2022</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98F_ecustom--InterestsPayablesCurrentAndNoncurrent_iE_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--SmallBusinessAdministrationMember_zoTG204CvdSj" style="border-bottom: Black 2.5pt double; text-align: right" title="Ending Balance">4,322</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 1650 1650 1022 1650 2672 1650 4322 45450 5702 5061 641 45450 641 46091 20625 412 26400 150 3768 <p id="xdx_80C_ecustom--CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock_zTW6UHl90YSd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 7: <span id="xdx_822_zE1OjQgGyKx6">CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89E_ecustom--ScheduleOfContractWithCustomerReceivablesAndContractLiabilitiesTableTextBlock_zV2pzV4ZtBdd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BA_zg9Bbfn0Vr9b">The following table provides balances of customer receivables and contract liabilities</span> as of December 31, 2022, and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49A_20221231_zyCGam6apMq7" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_492_20211231_zvXGfirOmClb" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_407_eus-gaap--CustomerFunds_iI_zemyg1tQEpu7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer receivables <sup>(1)</sup></span></td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1027">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1028">-</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_404_ecustom--ContractLiabilities_iI_zH5o5hrVcwR7" style="vertical-align: bottom; background-color: White"> <td style="width: 76%; text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Contract liabilities (Customer deposits) <sup>(1), (2), (a), (b), (c) </sup></span></td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">172,000</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">209,000</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> </table> <p id="xdx_8AD_zNGlRZ2SS6ql" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <div style="margin-top: 0pt; margin-bottom: 0pt; width: 25%"><div style="border-top: Black 1pt solid; font-size: 1pt"> </div></div> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">The Company has deposits of $<span id="xdx_902_ecustom--ContractLiabilities_iI_c20221231_z0V9zLBv7mda">172,000</span></span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> and $<span id="xdx_906_ecustom--ContractLiabilities_iI_c20211231_zOosE8BIShTc">209,000</span></span>, respectively as at December 31, 2022 and 2021, 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 year ended December 31, 2022, the Company recorded $<span id="xdx_90E_ecustom--IncomeRelatedToContractsRevenue_c20220101__20221231_zXSVBMzkatBj">12,000 as income relative to the above contracts and returned $25,000 in previously paid deposits to one of its customers.  </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 year ended December 31, 2022, we have recognized $<span id="xdx_909_ecustom--IncomeRelatedToContract_c20220101__20221231_zYke5PxXeJL1" title="Revenues">12,000</span> in revenue from customer deposits on hand (December 31,2021 - $<span id="xdx_901_ecustom--IncomeRelatedToContract_c20210101__20211231_zYHaYwXcJs3k" title="Revenues">78,000</span>). 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.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b> </b><i/></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Performance Obligations</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.  The Company is currently in negotiations to determine the best way to proceed with the delayed implementation of these contracts, or their termination.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">(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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">(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 $<span id="xdx_902_eus-gaap--RevenueFromRelatedParties_c20190710__20190711__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--SponsorshipMarketingAgreementMember_zBZBjKhSbFY1" title="Revenue from related parties">100,000</span> for each of 13 venues, whereby $<span id="xdx_905_eus-gaap--RelatedPartyTransactionDueFromToRelatedParty_iI_c20190711__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--SponsorshipMarketingAgreementMember_zf7gZoHIaVic" title="Revenue due from to related party">65,000</span> per venue is due on receipt of the invoice and the remaining $<span id="xdx_90D_eus-gaap--RevenueRemainingPerformanceObligation_iI_c20190711__us-gaap--FiniteLivedIntangibleAssetsByMajorClassAxis__custom--SponsorshipMarketingAgreementMember_zv7XOFwKpJye" title="Revenue remaining performance obligation">35,000</span> is due sixty days thereafter. As at December 31, 2021, the Company had received partial payments of $130,000 against the initial deposit required, of which a total of $25,000 was returned during the 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">(c) On October 6, 2020, the Company received a purchase order in the amount of $<span id="xdx_90F_eus-gaap--DeferredRevenue_iI_c20201006_z9DPAG7DuBLe" title="Deferred revenue">132,000</span> 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 $<span id="xdx_90A_eus-gaap--Revenues_c20210101__20211231_zT6HFQfmxaRa" title="Revenues">78,000</span> has been reflected as revenue as at December 31, 2021. A further $12,000 was recorded as income during the year ended December 31, 2022, with the remaining $<span id="xdx_903_eus-gaap--DeferredIncome_iI_c20221231_zsfKL5jBvyn5" title="Deferred income">42,000</span> included in deferred income in relation to future service obligations under the contract which will be earned over the term of the service contract.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89E_ecustom--ScheduleOfContractWithCustomerReceivablesAndContractLiabilitiesTableTextBlock_zV2pzV4ZtBdd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BA_zg9Bbfn0Vr9b">The following table provides balances of customer receivables and contract liabilities</span> as of December 31, 2022, and 2021:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_49A_20221231_zyCGam6apMq7" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" id="xdx_492_20211231_zvXGfirOmClb" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_407_eus-gaap--CustomerFunds_iI_zemyg1tQEpu7" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Customer receivables <sup>(1)</sup></span></td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1027">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left">$</td><td style="text-align: right"><span style="-sec-ix-hidden: xdx2ixbrl1028">-</span></td><td style="text-align: left"> </td></tr> <tr id="xdx_404_ecustom--ContractLiabilities_iI_zH5o5hrVcwR7" style="vertical-align: bottom; background-color: White"> <td style="width: 76%; text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">Contract liabilities (Customer deposits) <sup>(1), (2), (a), (b), (c) </sup></span></td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">172,000</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">209,000</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> </table> 172000 209000 172000 209000 12000 12000 78000 100000 65000 35000 132000 78000 42000 <p id="xdx_801_eus-gaap--RelatedPartyTransactionsDisclosureTextBlock_zZMKgfgpKSs9" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 8: <span id="xdx_82E_zYaEtwEIK8P8">RELATED PARTY TRANSACTIONS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">Terrence Flowers</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">As at December 31, 2019, a total of $<span id="xdx_903_eus-gaap--NotesPayableRelatedPartiesCurrentAndNoncurrent_iI_c20191231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerrenceFlowersMember_zjX1NzQufhVa" title="Due to note payable">11,110</span> 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 $<span id="xdx_90C_eus-gaap--NotesPayableRelatedPartiesCurrentAndNoncurrent_iI_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerrenceFlowersMember_zxaecpdhFipl" title="Due to note payable">11,000</span> to Mr. Flowers, leaving a balance due of $<span id="xdx_904_eus-gaap--DueToEmployeesCurrentAndNoncurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerrenceFlowersMember_z3FKpTvpYwm2" title="Due amount">110</span> at December 31, 2022 and 2021. The amount is reflected on the balance sheet in related party payables.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"/> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">Coleman Smith and ELOC Holdings Corp.</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_904_eus-gaap--DebtInstrumentAnnualPrincipalPayment_iI_c20140429_zXtqB2wVRcCd" title="Annual principal payment">120,000</span> to Mr. Smith.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_901_eus-gaap--DebtInstrumentAnnualPrincipalPayment_iI_c20201231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ELOCMember_zOlWNyI4qAa5" title="Annual principal payment">1,217,579</span> payable to ELOC<span style="background-color: white">, due on demand</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the fiscal year ended December 31, 2021, the Company paid a total of $<span id="xdx_907_eus-gaap--ProceedsFromLoanAndLeaseOriginationsAndPrincipalCollections1_c20210101__20211231_z8j33Zk2sQVf" title="Payment down of principal amount">151,854</span> to ELOC to reduce the principal balance on the loan.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2022, the Company issued <span id="xdx_90C_eus-gaap--DebtInstrumentAnnualPrincipalPayment_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WilliamColemanSmithMember_zmi2DwLfao72" title="Annual principal payment">2,500,000</span> shares of restricted common stock in partial payment of his promissory notes in the amount of $<span id="xdx_908_eus-gaap--ProceedsFromLoanAndLeaseOriginationsAndPrincipalCollections1_c20220101__20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WilliamColemanSmithMember_z4kgsJ1R3msf" title="Payment down of principal amount">75,000</span>, at $0.03 per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_90D_eus-gaap--NotesPayableRelatedPartiesClassifiedCurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--WilliamColemanSmithMember_z777Ei3Zond6" title="Promissory note">250,000</span> due and payable in demand with bearing interest at 1%. 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 $200,100 due and payable on demand with bearing interest at 12%.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_894_eus-gaap--ScheduleOfRelatedPartyTransactionsTableTextBlock_zL9ahg7bxm94" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BA_znYJyQdGBfBd">The following amounts are included in debt to related party on our Balance Sheets</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2020, Debt, related party</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_98C_ecustom--DebtRelatedParty_iS_c20210101__20211231_zVPjf6HjUE7f" style="width: 9%; text-align: right" title="Beginning Balance">1,217,579</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Payments on loan</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_989_eus-gaap--PaymentsOfLoanCosts_iN_di_c20210101__20211231_z9y1u7lW1kGg" style="border-bottom: Black 1pt solid; text-align: right" title="Payments on loan">(151,854</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2021, Debt, related party.</td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_ecustom--DebtRelatedParty_iE_c20210101__20211231_zZyORkU7E7xj" style="text-align: right" title="Ending Balance">1,065,725</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Shares issued to settle debt</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_ecustom--PaymentsOfSharesIssuedToSettleDebt_iN_di_c20220101__20221231_zx3QTSu7PP7d" style="text-align: right" title="Shares issued to settle debt">(75,000</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Promissory Notes for funding provided</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_985_ecustom--PaymentsOfCovertibleNoteLoanCosts_iN_di_c20220101__20221231_zhP8PwsW8hC4" style="border-bottom: Black 2.5pt double; text-align: right" title="Promissory Notes for funding provided">450,100</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2022, Debt, related party.</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98D_ecustom--DebtRelatedParty_iI_c20221231_z7dAsi56by2k" style="border-bottom: Black 2.5pt double; text-align: right" title="Balance">1,440,825</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AF_zYQeynWG4uFh" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_895_ecustom--InterestExpenseRelatedPartyDisclosureTableTextBlock_zJAeywkkeRnl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B2_zQPGOrHfoMD9">The interest expenses related to above loans are as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_494_20220101__20221231_zA8DkHK7TN07"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_495_20210101__20211231_zbCXe7uN18l6"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40E_eus-gaap--InterestExpenseRelatedParty_zjEfvtEDyYN6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">54,072</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">55,713</td><td style="width: 1%; text-align: left"> </td></tr> </table> <p id="xdx_8A2_zYY8fU98zL9c" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2022 the Company accrued $<span id="xdx_90F_ecustom--InsuranceAgencyManagementFeeAccrued_c20220101__20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ELOCMember_zNJf5rARxnDb" title="Accrued management fee">120,000</span> in management fees to ELOC and accrued $<span id="xdx_903_ecustom--InsuranceAgencyManagementFeeAccrued_c20220101__20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ColemanSmithMember_zth8YxHXu2T3" title="Accrued management fee">360,000</span> in management fees to Coleman Smith. The Company paid cash to accrued management fees to Coleman Smith of $<span id="xdx_902_eus-gaap--InsuranceAgencyManagementFee_c20220101__20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ColemanSmithMember_z90snCHImXN3" title="Management fees">295,000</span>.  During the year ended December 31, 2021, the Company accrued $<span id="xdx_902_ecustom--InsuranceAgencyManagementFeeAccrued_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ELOCMember_zLf8MRmJj1Pj" title="Accrued management fee">120,000</span> in management fees to ELOC, and paid management fees to Coleman Smith of $<span id="xdx_90A_eus-gaap--InsuranceAgencyManagementFee_c20210101__20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ColemanSmithMember_zpRPEV91jsWi" title="Management fees">210,000</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_897_ecustom--ScheduleOfRelatedPartyPayablesTransactionsTableTextBlock_zSMZ9KAzCZs2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B5_zDxWtMyAkmhg">The following amounts are included in related party payables</span> on our Balance Sheets: </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Coleman Smith, President</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_989_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ColemanSmithPresidentMember_zCcNDZrsZW2a" style="width: 9%; text-align: right" title="Due to related parties">67,256</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_982_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ColemanSmithPresidentMember_zqKr2CKPvcK3" style="width: 9%; text-align: right" title="Due to related parties">3,946</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Interest payable</td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--InterestPayableMember_zrmA5zCalGba" style="text-align: right" title="Due to related parties">109,785</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--InterestPayableMember_zrRFPhJbk9xk" style="text-align: right" title="Due to related parties">55,713</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">ELOC Holdings Corp.</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ELOCHoldingsCorpMember_zwPyXAfVBLG1" style="text-align: right" title="Due to related parties">240,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ELOCHoldingsCorpMember_zoFNAYGRARKl" style="text-align: right" title="Due to related parties">120,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Terrence Flowers</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerrenceFlowersMember_zyBPdj32NfHf" style="border-bottom: Black 1pt solid; text-align: right" title="Due to related parties">110</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerrenceFlowersMember_zq2AgiCbkmW5" style="border-bottom: Black 1pt solid; text-align: right" title="Due to related parties">110</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231_zQGtgGFxT3M6" style="border-bottom: Black 2.5pt double; text-align: right" title="Due to related parties">417,151</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231_zwBAJJOhtTfi" style="border-bottom: Black 2.5pt double; text-align: right" title="Due to related parties">179,769</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AF_zokCrHYspnHg" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><i> </i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 1, 2022, the Company issued <span id="xdx_90F_eus-gaap--StockIssuedDuringPeriodSharesRestrictedStockAwardGross_c20220901__20220930__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ColemanSmithMember_zGUZ0OnnTdAj" title="Number of restricted common stock issued">2,500,000</span> shares of restricted common stock, with a fair value $<span id="xdx_900_eus-gaap--StockIssuedDuringPeriodValueRestrictedStockAwardGross_c20220901__20220930__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ColemanSmithMember_zfThlZmwIRXi" title="Number of restricted common stock issued value">60,250</span>, to William Coleman Smith for director services rendered during the first two quarters of 2022.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/> </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i><span style="text-decoration: underline">Stock Awards issued to independent directors</span></i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><b><i> </i></b></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify">On September 1, 2022, the Company issued 100,000 shares of restricted common stock for directors’ services provided by each of Mr. Procniak and Mr. Hale, independent directors, with a fair value of $2,410, respectively. </p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i><span style="text-decoration: underline">Sale of equity in GZMC</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controlled 60% of GZMC.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 11110 11000 110 120000 1217579 151854 2500000 75000 250000 <p id="xdx_894_eus-gaap--ScheduleOfRelatedPartyTransactionsTableTextBlock_zL9ahg7bxm94" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BA_znYJyQdGBfBd">The following amounts are included in debt to related party on our Balance Sheets</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2020, Debt, related party</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_98C_ecustom--DebtRelatedParty_iS_c20210101__20211231_zVPjf6HjUE7f" style="width: 9%; text-align: right" title="Beginning Balance">1,217,579</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Payments on loan</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_989_eus-gaap--PaymentsOfLoanCosts_iN_di_c20210101__20211231_z9y1u7lW1kGg" style="border-bottom: Black 1pt solid; text-align: right" title="Payments on loan">(151,854</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2021, Debt, related party.</td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_ecustom--DebtRelatedParty_iE_c20210101__20211231_zZyORkU7E7xj" style="text-align: right" title="Ending Balance">1,065,725</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Shares issued to settle debt</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_ecustom--PaymentsOfSharesIssuedToSettleDebt_iN_di_c20220101__20221231_zx3QTSu7PP7d" style="text-align: right" title="Shares issued to settle debt">(75,000</td><td style="text-align: left">)</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Promissory Notes for funding provided</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td id="xdx_985_ecustom--PaymentsOfCovertibleNoteLoanCosts_iN_di_c20220101__20221231_zhP8PwsW8hC4" style="border-bottom: Black 2.5pt double; text-align: right" title="Promissory Notes for funding provided">450,100</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Balance at December 31, 2022, Debt, related party.</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98D_ecustom--DebtRelatedParty_iI_c20221231_z7dAsi56by2k" style="border-bottom: Black 2.5pt double; text-align: right" title="Balance">1,440,825</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 1217579 151854 1065725 75000 -450100 1440825 <p id="xdx_895_ecustom--InterestExpenseRelatedPartyDisclosureTableTextBlock_zJAeywkkeRnl" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B2_zQPGOrHfoMD9">The interest expenses related to above loans are as follows</span>:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_494_20220101__20221231_zA8DkHK7TN07"> </td> <td> </td> <td> </td> <td> </td> <td id="xdx_495_20210101__20211231_zbCXe7uN18l6"> </td> <td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold"> </td> <td colspan="6" style="font-weight: bold; text-align: center">Year Ended</td><td style="font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="6" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr id="xdx_40E_eus-gaap--InterestExpenseRelatedParty_zjEfvtEDyYN6" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Interest expense on notes</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">54,072</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">55,713</td><td style="width: 1%; text-align: left"> </td></tr> </table> 54072 55713 120000 360000 295000 120000 210000 <p id="xdx_897_ecustom--ScheduleOfRelatedPartyPayablesTransactionsTableTextBlock_zSMZ9KAzCZs2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8B5_zDxWtMyAkmhg">The following amounts are included in related party payables</span> on our Balance Sheets: </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: center"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2021</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 76%; text-align: left; text-indent: 0pt; padding-left: 0pt">Coleman Smith, President</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_989_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ColemanSmithPresidentMember_zCcNDZrsZW2a" style="width: 9%; text-align: right" title="Due to related parties">67,256</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td id="xdx_982_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ColemanSmithPresidentMember_zqKr2CKPvcK3" style="width: 9%; text-align: right" title="Due to related parties">3,946</td><td style="width: 1%; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Interest payable</td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--InterestPayableMember_zrmA5zCalGba" style="text-align: right" title="Due to related parties">109,785</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--InterestPayableMember_zrRFPhJbk9xk" style="text-align: right" title="Due to related parties">55,713</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">ELOC Holdings Corp.</td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ELOCHoldingsCorpMember_zwPyXAfVBLG1" style="text-align: right" title="Due to related parties">240,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_984_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--ELOCHoldingsCorpMember_zoFNAYGRARKl" style="text-align: right" title="Due to related parties">120,000</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Terrence Flowers</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerrenceFlowersMember_zyBPdj32NfHf" style="border-bottom: Black 1pt solid; text-align: right" title="Due to related parties">110</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--TerrenceFlowersMember_zq2AgiCbkmW5" style="border-bottom: Black 1pt solid; text-align: right" title="Due to related parties">110</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_987_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20221231_zQGtgGFxT3M6" style="border-bottom: Black 2.5pt double; text-align: right" title="Due to related parties">417,151</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td id="xdx_98D_eus-gaap--DueToRelatedPartiesCurrentAndNoncurrent_iI_c20211231_zwBAJJOhtTfi" style="border-bottom: Black 2.5pt double; text-align: right" title="Due to related parties">179,769</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 67256 3946 109785 55713 240000 120000 110 110 417151 179769 2500000 60250 <p id="xdx_800_eus-gaap--LesseeOperatingLeasesTextBlock_z8ceSnCakeH7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 9: <span id="xdx_82A_zuAvSqFUwvta">OPERATING LEASE</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_907_ecustom--RentExpense_c20210501__20210519_zU2xhgUFAoAd" title="Basic month of first year">9,097</span> per month, and $<span id="xdx_900_ecustom--RentExpenseSecondTermPayment_c20210501__20210519_zJHgTBbfSYMi" title="Basic rent after six months of lease">9,487</span> 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 $<span id="xdx_906_ecustom--RentExpenseCurrentFiscalEnd_c20210501__20210519_zQGHQXGuw53a" title="Approximate rent end of the year">10,592</span>, 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 – <i>Topic 842 Leases, </i>the Company recognized a lease liability and right-to-use asset of approximately $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. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_893_eus-gaap--LesseeOperatingLeaseLiabilityMaturityTableTextBlock_z7I4jwAgQCZi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BE_zvhLF7Zp99Gj">Future minimum lease payments in respect of the above leases</span> as of December 31, 2022, as presented in accordance with ASC 842 were as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_492_20221231_zGW5eqLbXAsc"> </td> <td> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_zNzU4Jj5o0L" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; text-indent: 0pt; padding-left: 0pt">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">127,556</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_zkCLqhvnRRE8" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">133,014</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearThree_iI_zAuAjbepLyqf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">138,472</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFour_iI_z44YxNLrZSPk" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">143,931</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFive_iI_zRlr6nA6YfAj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">2027</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">136,527</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iI_zYIoy1qsGhI" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Total future minimum lease payments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">679,500</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_ecustom--LesseeOperatingLeaseLiabilityPaymentsImuptedInterest_iI_zNTLsCoPfoi1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Less: imputed interest</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(105,601</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_407_eus-gaap--OperatingLeaseLiability_iI_zHVU6b9VQ3p1" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">573,894</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--OperatingLeaseLiabilityCurrent_iI_zgSfBvkq6dgj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Current portion of operating lease</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">91,604</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--OperatingLeaseLiabilityNoncurrent_iI_zV5gugkrBzM3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Long term portion of operating lease</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">482,290</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8A2_zVrm8t4AdGk8" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> 9097 9487 10592 <p id="xdx_893_eus-gaap--LesseeOperatingLeaseLiabilityMaturityTableTextBlock_z7I4jwAgQCZi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><span id="xdx_8BE_zvhLF7Zp99Gj">Future minimum lease payments in respect of the above leases</span> as of December 31, 2022, as presented in accordance with ASC 842 were as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_492_20221231_zGW5eqLbXAsc"> </td> <td> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths_iI_zNzU4Jj5o0L" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: left; text-indent: 0pt; padding-left: 0pt">2023</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right">127,556</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_406_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearTwo_iI_zkCLqhvnRRE8" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">2024</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">133,014</td><td style="text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearThree_iI_zAuAjbepLyqf" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">2025</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">138,472</td><td style="text-align: left"> </td></tr> <tr id="xdx_407_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFour_iI_z44YxNLrZSPk" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">2026</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">143,931</td><td style="text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDueYearFive_iI_zRlr6nA6YfAj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">2027</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">136,527</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_401_eus-gaap--LesseeOperatingLeaseLiabilityPaymentsDue_iI_zYIoy1qsGhI" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; text-indent: 0pt; padding-left: 0pt">Total future minimum lease payments</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">679,500</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_ecustom--LesseeOperatingLeaseLiabilityPaymentsImuptedInterest_iI_zNTLsCoPfoi1" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Less: imputed interest</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">(105,601</td><td style="padding-bottom: 1pt; text-align: left">)</td></tr> <tr id="xdx_407_eus-gaap--OperatingLeaseLiability_iI_zHVU6b9VQ3p1" style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt">Total</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">573,894</td><td style="text-align: left"> </td></tr> <tr id="xdx_403_eus-gaap--OperatingLeaseLiabilityCurrent_iI_zgSfBvkq6dgj" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Current portion of operating lease</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">91,604</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_404_eus-gaap--OperatingLeaseLiabilityNoncurrent_iI_zV5gugkrBzM3" style="vertical-align: bottom; background-color: White"> <td style="text-align: left; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Long term portion of operating lease</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">482,290</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 127556 133014 138472 143931 136527 679500 -105601 573894 91604 482290 <p id="xdx_802_eus-gaap--CommitmentsDisclosureTextBlock_zrdKgDX5FYl6" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 10: <span id="xdx_822_zISqqCePltab">COMMITMENTS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(1)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $61,899.62. The Court approved a default judgement on January 23, 2020, with respect to the aforementioned claim, including the following:</span></td></tr> </table> <p id="xdx_89F_ecustom--ScheduleOfDefaultJudgementTableTextBlock_zR54JASL3B57" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zVxqghvs4s9i" style="display: none">Schedule of default judgement</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_495_20220101__20221231_zP7j0n3lk2Oi"> </td> <td> </td></tr> <tr id="xdx_406_eus-gaap--LossContingencyDamagesPaidValue_zE279yCxobwg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Damages</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">61,890</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--LitigationSettlementInterest_zJ7FJZCpMZhc" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Prejudgment interest at the annual rate of 10%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,835</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--LegalFees_ziAnL26US8z2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Attorney fees</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,200</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--LitigationSettlementExpense_zMaYHr1cyCD3" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Other costs</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">505</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--LitigationSettlementAmountAwardedToOtherParty_zCNz5DdoFk15" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total judgement value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">73,430</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> <p id="xdx_8AE_z0DoCoJGEoWd" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 $<span id="xdx_90B_eus-gaap--LitigationSettlementAmountAwardedFromOtherParty_c20210401__20210430_zKn1NjhACtYf" title="Litigation settlement amount">16,282</span>, 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 $<span id="xdx_90A_ecustom--OutstandingClaimBalance_iI_c20221231_zN5hhJg1GMO2" title="Outstanding of claim amount">2,420</span> towards the outstanding balance. At December 31, 2022 and 2021, a total of $<span id="xdx_90C_ecustom--RemainedOutstandingBalance_iI_c20211231_z3yF844xd0Jh" title="Remained outstanding balance">54,738</span> remained outstanding. The Company and the Plaintiff are currently in discussions regarding the claimed amount.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(2)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 approximately $3,400 per month, plus utilities, for the Company’s subsidiary, Green Zebra Media Corp.   Green Zebra uses this space for its operations.  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 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. </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(3)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_901_eus-gaap--CapitalLeaseObligationsNoncurrent_iI_c20200914_zK38WbJMslk7" title="Annual initial payment">94,000</span> 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 2023 based on acquiring the various bonds and licenses as may be required and the official commencement of venue services. </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(4)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-indent: 0pt"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 <span id="xdx_905_eus-gaap--TreasuryStockCommonShares_iI_pid_uShares_c20210425_zNqOfiByc7Lh" title="Common Stock, Shares">16,666,667</span> shares of the Company’s common stock for a maximum commitment amount of $<span id="xdx_906_ecustom--CommonStockCommitmentRemainingAmountCommitted_iI_c20210425_zrsq2iHDBeGe" title="Maximum commited amount for stock">5,000,000</span> at $<span id="xdx_905_ecustom--CommonStockCommitmentPerSharePrice_iI_c20210425_z90rlIDvGWTa" title="Commitment price per share">0.30</span> 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 $<span id="xdx_90D_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20211101__20211103__dei--LegalEntityAxis__custom--WorldAmberCorporationMember_zPOx70lhdL2j" title="Number of common stock issued, amount">100,000</span> in funds resulted in the issuance of <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20211101__20211103__dei--LegalEntityAxis__custom--WorldAmberCorporationMember_zVk2PEUqCBhb" title="Number of common stock issued, shares">333,334</span> shares of registered common stock at $<span id="xdx_90D_eus-gaap--SharePrice_iI_c20211103__dei--LegalEntityAxis__custom--WorldAmberCorporationMember_zuiItMezDfo3" title="Issuance Price per share">0.30</span> per share. The Registration statement expired on September 24, 2022. No further shares will be sold under this financing agreement.</span></p></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(5)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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 <span style="background-color: white">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.</span> 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 “<span style="text-decoration: underline">Securities Act</span>”), and applicable state securities laws. The Registration was deemed effective on May 11, 2022.  <span style="background-color: white">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.</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(6)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">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, $<span id="xdx_901_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20220401__20220407__dei--LegalEntityAxis__custom--AcomManagementPartnersMember_zkcZAxHVqPVb" title="Number of common stock issued, amount">120,000</span> worth of the Company’s restricted common stock in three tranches, total shares equivalent to $<span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20220101__20220930__dei--LegalEntityAxis__custom--AcomManagementPartnersMember_zq8xNJethNAl" title="Number of common stock issued, amount">60,000</span> 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 worth of common stock under the terms of the Agreement which shares are valued at fair market value on the date of issue.  <span style="background-color: white">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.</span></span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b/></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(7)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On July 7, 2022, effective June 14, 2022, the Company entered into a Sponsorship &amp; 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. Subsequent to the year ended December 31, 2022 the Company remitted the first semi-annual installment of $187,500 under the terms of the contract.</span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; width: 100%"> <tr style="font: 10pt Times New Roman, Times, Serif; vertical-align: top"> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; width: 0.25in; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">(8)</span></td> <td style="font: 10pt Times New Roman, Times, Serif; padding: 0pt; text-align: justify; text-indent: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2022, the Company entered into a Sponsorship &amp; 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 and annual invoices to the Royals of $400,000 payable in four equal installments during fiscal 2023 and three equal installments during fiscal 2024 through 2027. In consideration for the fees paid the Company will have sponsorship rights, within the venue, across IPTV (internet protocol television) and fans’ mobile devices during live games and other events. </span></td></tr> </table> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_89F_ecustom--ScheduleOfDefaultJudgementTableTextBlock_zR54JASL3B57" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> <span id="xdx_8BF_zVxqghvs4s9i" style="display: none">Schedule of default judgement</span></span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr> <td> </td> <td> </td> <td> </td> <td id="xdx_495_20220101__20221231_zP7j0n3lk2Oi"> </td> <td> </td></tr> <tr id="xdx_406_eus-gaap--LossContingencyDamagesPaidValue_zE279yCxobwg" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Damages</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left">$</td><td style="width: 9%; text-align: right">61,890</td><td style="width: 1%; text-align: left"> </td></tr> <tr id="xdx_405_eus-gaap--LitigationSettlementInterest_zJ7FJZCpMZhc" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Prejudgment interest at the annual rate of 10%</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">9,835</td><td style="text-align: left"> </td></tr> <tr id="xdx_40E_eus-gaap--LegalFees_ziAnL26US8z2" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Attorney fees</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,200</td><td style="text-align: left"> </td></tr> <tr id="xdx_40D_eus-gaap--LitigationSettlementExpense_zMaYHr1cyCD3" style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Other costs</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">505</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr id="xdx_40B_eus-gaap--LitigationSettlementAmountAwardedToOtherParty_zCNz5DdoFk15" style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt">Total judgement value</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left">$</td><td style="border-bottom: Black 2.5pt double; text-align: right">73,430</td><td style="padding-bottom: 2.5pt; text-align: left"> </td></tr> </table> 61890 9835 1200 505 73430 16282 2420 54738 94000 16666667 5000000 0.30 100000 333334 0.30 120000 60000 <p id="xdx_80C_eus-gaap--StockholdersEquityNoteDisclosureTextBlock_zfj4Yj0EdDb4" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 11: <span id="xdx_82B_zxITQdMug4k9">CAPITAL STOCK</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The Company has authorized 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">Common Stock</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Shares of common stock issued during the year ended December 31, 2022:</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On February 8, 2022, pursuant to an Engagement Agreement with Carter, Terry &amp; Company, an authorized, registered broker dealer, the Company issued a total of <span id="xdx_909_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20220101__20220331__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zkklP0FzOJO4" title="Shares issued as financing costs, shares">10,769</span> shares of common stock as compensation. The Company recorded $<span id="xdx_906_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20220101__20220331_zOZUgrxiPqPj" title="Shares issued as financing costs">22,399</span> as financing cost.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On April 7, 2022, pursuant to an Engagement Agreement with Acorn Management Partners, LLC, the Company issued a total of <span id="xdx_903_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20220401__20220407__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_z5ftO6kdvr7a" title="Shares issued under consulting agreement, shares">51,282</span> shares of common stock as compensation. The Company recorded $<span id="xdx_901_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_c20220401__20220407__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zZ1KuRRTe8K6" title="Shares issued under consulting agreement">60,000</span> as investor relations services. Further, on July 19, 2022, 383,000 unregistered shares of the Company’s common stock were issued to Acorn Management Partners, LLC with a fair value of $69,000 as compensation 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On May 23, 2022 pursuant to an Engagement Agreement with Beyond Media SEZC, the Company issued a total of <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesIssuedForServices_c20220501__20220523__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_ze0IEtdczf17" title="Shares issued under consulting agreement, shares">1,818,181</span> shares of common stock as compensation. The Company recorded $<span id="xdx_900_eus-gaap--StockIssuedDuringPeriodValueIssuedForServices_c20220501__20220523__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zhA9WStmpZ96" title="Shares issued under consulting agreement">600,000</span> as investor relationship expenses.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On May 27, 2022 the Company issued <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20220401__20220630__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zirRbhSyjzCc" title="Cashless warrants exercise, shares">356,364</span> shares of common stock as a result of the exercise of a cashless warrants.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On July 7, 2022 the Company issued <span id="xdx_900_eus-gaap--StockIssuedDuringPeriodSharesEmployeeStockOwnershipPlan_c20220701__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zFfXNCeAkLYg" title="Excercise warrants, shares">560,000</span> shares of common stock to Talos for total proceeds of $<span id="xdx_905_eus-gaap--StockIssuedDuringPeriodValueEmployeeStockOwnershipPlan_c20220701__20220930_zRuwhn4qUEW9" title="Exercise warrants">53,751</span> at $0.095985 per share pursuant to the exercise of a share purchase warrant.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On August 3, 2022, the Company issued <span id="xdx_906_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20220801__20220803__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zkKGevXDuV2b" title="Number of shares issued for conversion">1,538,462</span> shares of common stock to lender eSilkroad Network Ltd. in consideration for $<span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodValueConversionOfConvertibleSecurities_c20220801__20220803__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zroncV6LeVQ4" title="Value of shares issued for conversion">300,000</span> in loans previously provided under the terms of a convertible note agreement convertible at $<span id="xdx_90D_eus-gaap--SharePrice_iI_c20220803__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zmHmq8a7hZM8" title="Issuance Price per share">0.195</span> per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="background-color: white">On September 1, 2022, the Company issued <span id="xdx_906_ecustom--StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesToRelatedParties_c20220701__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zYuDJUix1yy3" title="Issuance of common stock for settlement of debt related party, shares">2,500,000</span> shares of restricted common stock to William Coleman Stock in partial payment of his promissory notes in the amount of $<span id="xdx_906_ecustom--StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesToRelatedParties_c20220701__20220930_zzNF3OYHKN15" title="Issuance of common stock for settlement of debt, related party">75,000</span>, at $<span id="xdx_907_eus-gaap--SharePrice_iI_c20220930_ziiKkqMLeA22" title="Share price per share">0.03</span> per share. The Company recorded a gain of $14,750 on settlement. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On September 1, 2022, the Company issued a cumulative <span id="xdx_908_eus-gaap--StockIssuedDuringPeriodSharesNewIssues_c20220701__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zNJMKOERx5of" title="Shares issued for services, shares">2,700,000</span> shares of restricted common stock for directors’ services provided by Mr. Smith, Mr. Procniak and Mr. Hale during the first two quarters of 2022, with a fair value of $<span id="xdx_900_eus-gaap--StockIssuedDuringPeriodValueNewIssues_c20220701__20220930_zOjArNnXTj8a" title="Shares issued for services">65,070</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">On December 1, 2022 the Company issued <span id="xdx_90F_ecustom--StockIssuedDuringPeriodSharesExcerciseCashlessWarrants_c20220701__20220930__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zKz5Gq1TzT3h" title="Shares issued excercise of a cashless warrants, shares">550,883</span> shares of common stock as a result of the exercise of a cashless warrants.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The Company issued an accumulated <span id="xdx_900_ecustom--StockIssuedDuringPeriodSharesConversionOfConvertibleDebtSecurities_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zJCQf97VY5m9" title="Number of accumulated shares issued for conversion of interest payable">31,981,397</span> shares of common stock </span><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">pursuant to Notice of Conversion from lenders in the principal amount of $<span id="xdx_909_eus-gaap--ExtinguishmentOfDebtAmount_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zOX7MwzjHsfd" title="Debt principal">510,851</span>, and in the accrued interest payable of $<span id="xdx_906_ecustom--ExtinguishmentOfDebtGainLossInterestPayable_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zefjWAo6ID25" title="Accrued interest payable">124,742</span> with a fair value of $<span id="xdx_90E_ecustom--ExtinguishmentOfDebtGainLossInterestPayableFairValue_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_z08p9wDFW0Ne" title="Accrued interest fair value">1,052,132</span> and fees with a fair value of $<span id="xdx_90F_ecustom--ExtinguishmentOfDebtGainLossInterestPayableFeeOfFairValue_c20220101__20221231__us-gaap--DebtInstrumentAxis__custom--ConvertibleDebtsMember__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zONNp323nsj7" title="Accrued interest payable fee of fair value">32,408</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The Company issued an accumulated <span id="xdx_901_eus-gaap--SaleOfStockNumberOfSharesIssuedInTransaction_c20220101__20221231_zSjDh2rNLcOi" title="Number of accumulated common stock issued, shares">4,747,662</span> shares of common stock under an Equity Purchase Agreement with Mast Hill Fund, L.P. with net proceeds of $<span id="xdx_900_eus-gaap--SaleOfStockConsiderationReceivedPerTransaction_c20220101__20221231_z08xVd18jV37" title="Number of accumulated common stock issued">151,104</span> (Note 10(5)).</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><i>Shares of common stock issued during the year ended December 31, 2021:</i></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On April 8, 2021, the Company and William Coleman Smith, officer and director entered into a securities purchase agreement whereunder Mr. Smith sold an additional 9% interest in GZMC to the Company for consideration of 10 million unregistered, restricted shares of common stock. On the conclusion of the transaction, the Company controls 60% of GZMC. The transaction occurred between parties under common control and the value of the shares was recorded at par value or $0.001 per share, in addition as a result of the change in ownership percentage to account for the additional 9% interest the Company recorded a reduction to additional paid in capital of $142,649 as of the acquisition date.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On October 27, 2021, the Company issued <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20211001__20211027__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zoeM71CxSGfa" title="Number of shares issued for conversion">2,051,282</span> shares of common stock to lender eSilkroad Network Ltd. in consideration for $<span id="xdx_905_eus-gaap--StockIssuedDuringPeriodValueConversionOfConvertibleSecurities_c20211001__20211027__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zOduCNcBeBvc" title="Value of shares issued for conversion">400,000</span> in loans previously provided under the terms of a convertible note agreement convertible at $<span id="xdx_90B_eus-gaap--SharePrice_iI_c20211027__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zElDTsWEZbV3" title="Share price per share">0.195</span> per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On each of November 2, 2021, and November 3, 2021, the Company presented a Put to World Amber Corporation, pursuant to the Effective S-1 Registration Statement for $50,000 each Put, for a cumulative $<span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodValueConversionOfConvertibleSecurities_c20211101__20211102__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zMq6XbQ36hSd" title="Value of shares issued for conversion">100,000</span> in funds requiring the issuance of <span id="xdx_909_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20211101__20211102__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zlbZsZNABqKe" title="Number of shares issued for conversion">333,334</span> shares of registered common stock at $<span id="xdx_900_eus-gaap--SharePrice_iI_c20211102__us-gaap--AwardTypeAxis__custom--TreatyAgreementMember_zH29Nd5q4wV3" title="Share price per share">0.30</span> per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">As of December 31, 2022, and December 31, 2021, there were 70,837,511 and 25,177,973 shares of common stock issued and outstanding, respectively.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b> </b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">Series A Preferred Stock</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The total number of Series A Preferred stock that may be issued by the Company is <span id="xdx_901_eus-gaap--PreferredStockSharesAuthorized_iI_c20221231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_znlMPNgwHHYk" title="Preferred Stock, shares authorized">10,000,000</span> shares with a par value of $<span id="xdx_908_eus-gaap--PreferredStockParOrStatedValuePerShare_iI_c20221231__us-gaap--StatementClassOfStockAxis__us-gaap--SeriesAPreferredStockMember_zbYGy8J6RMXl" title="Preferred Stock, par value">0.004</span>.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">As of December 31, 2022 and December 31, 2021, there are a total of 5,000,000 shares of Series A Preferred Stock issued and outstanding. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">Series B Preferred Stock</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">As of December 31, 2022 and December 31, 2021, there is 1 share of Series B Preferred stock issued and outstanding.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i/></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i> </i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b><i><span style="text-decoration: underline">Share Purchase Warrants</span></i></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 <span id="xdx_90C_eus-gaap--StockIssuedDuringPeriodSharesConversionOfUnits_c20211101__20211111_z4snjM6I9Kyc" title="Number of shares issued in the time of conversion, shares">10,487</span> 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 $<span id="xdx_909_eus-gaap--StockIssuedDuringPeriodValueConversionOfUnits_c20211101__20211111_zRq2WXtrNjIa" title="Number of shares issued in the time of conversion">25,141</span> using the Black-Scholes pricing model</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In November and December 2021, the Company issued cumulative <span id="xdx_900_eus-gaap--StockIssuedDuringPeriodSharesConversionOfUnits_c20211101__20211231_zCvcho7iapCl" title="Number of shares issued in the time of conversion, shares">1,120,000</span> 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 $<span id="xdx_903_eus-gaap--StockIssuedDuringPeriodValueConversionOfUnits_c20211101__20211231_zF5Mx0jHEssb" title="Number of shares issued in the time of conversion">503,973</span> using the Black-Scholes pricing model.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In April and May 2022, the Company issued a total of <span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodSharesConversionOfUnits_c20220401__20220531_znYHpS2ejNsa" title="Number of shares issued in the time of conversion, shares">1,831,667</span> 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 $<span id="xdx_90E_eus-gaap--StockIssuedDuringPeriodValueConversionOfUnits_c20220401__20220531_zOpUlmnnFZ33" title="Number of shares issued in the time of conversion">360,967</span> using the Black-Scholes pricing model.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In September 2022, the Company issued a total of <span id="xdx_909_eus-gaap--StockIssuedDuringPeriodSharesConversionOfUnits_c20220901__20220920_zOvX9FeTOU94" title="Number of shares issued in the time of conversion, shares">3,520,000</span> 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 $<span id="xdx_905_eus-gaap--StockIssuedDuringPeriodValueConversionOfUnits_c20220901__20220920_zjmQuuAdNjia" title="Number of shares issued in the time of conversion">52,702</span> using the Black-Scholes pricing model.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In November and Dec 2022, the Company issued a total of <span id="xdx_90F_eus-gaap--StockIssuedDuringPeriodSharesConversionOfUnits_c20221201__20221231_zztKECwxLsW" title="Number of shares issued in the time of conversion, shares">14,120,000</span> 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 $<span id="xdx_904_eus-gaap--StockIssuedDuringPeriodValueConversionOfUnits_c20221201__20221231_zrkYbTF9Lo92" title="Number of shares issued in the time of conversion">192,473</span> using the Black-Scholes pricing model.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2022, the Company issued a total of <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesConversionOfUnits_c20220101__20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JHDerbieMember_zbDfJZifLcrh" title="Number of shares issued in the time of conversion, shares">497,317</span> 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 $<span id="xdx_90A_eus-gaap--StockIssuedDuringPeriodValueConversionOfUnits_c20220101__20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--JHDerbieMember_zGSy2IwKIpKj" title="Number of shares issued in the time of conversion">68,356</span> using the Black-Scholes pricing model.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2022, the Company issued a total of <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesConversionOfUnits_c20220101__20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MastHillMember_z84LNZB7UNWg" title="Number of shares issued in the time of conversion, shares">560,000</span> warrants to Mast Hill as financing cost. The fair value of the warrants granted was estimated at $<span id="xdx_90B_eus-gaap--StockIssuedDuringPeriodValueConversionOfUnits_c20220101__20221231__us-gaap--RelatedPartyTransactionsByRelatedPartyAxis__custom--MastHillMember_zwWhPD4mKPNe" title="Number of shares issued in the time of conversion">639,620</span> using the Black-Scholes pricing model.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">During the year ended December 31, 2022, <span id="xdx_90F_ecustom--StockIssuedDuringPeriodSharesIssuedForConversion_c20220101__20221231__us-gaap--StatementEquityComponentsAxis__us-gaap--CommonStockMember_zsCFAHLJZNV1" title="Common stock issued for conversion">907,247</span> shares of common stock were issued from the exercise of <span id="xdx_903_ecustom--StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesWarrants_c20220101__20221231_zTHN9BOsGJe7" title="Number of cashless warrants exercise">1,120,000</span> cashless warrants. <span id="xdx_907_ecustom--StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesCommonStock_c20220101__20221231_zv6VBZC1534e" title="Number of cashless warrants exercise">560,000</span> shares of common stock issued at $0.095985 per share pursuant to the exercise of a share purchase warrant.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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 year ended 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 $0.020025 per share.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_898_eus-gaap--ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock_zwkA7g72OfD2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In accordance with authoritative accounting guidance, <span id="xdx_8BD_zhxRBPudm5D2">the fair value of the outstanding common stock purchase warrants</span> was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><b> </b></td><td style="padding-bottom: 1pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1pt solid; text-align: center"><b>Measurement date</b></td><td style="padding-bottom: 1pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Dividend yield</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"><span id="xdx_903_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zxcaCRKM5qMe" title="Dividend yield">0</span></td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Expected volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_dp_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MinimumMember_zXwFSFED4rjc" title="Expected volatility">265</span>~<span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_dp_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MaximumMember_z3tB2PTJse31" title="Expected volatility">297</span>%</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Risk-free interest rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_dp_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MinimumMember_zVPG01XAB4b3" title="Risk-free interest rate">0.83</span>~<span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_dp_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MaximumMember_zlqP11VCR9wi" title="Risk-free interest rate">4.36</span>%</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Expected life (years)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.00~5.00</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Stock Price</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$<span id="xdx_902_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValuePerShare_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MinimumMember_z0NSLOVSCIU4" title="Stock Price">0.017</span>~$<span id="xdx_90E_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValuePerShare_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MaximumMember_zlhByUXpYgFk" title="Stock Price">2.80</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Exercise Price</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$<span id="xdx_90E_eus-gaap--ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MinimumMember_zN0aVpq4TRM2" title="Exercise Price">0.10</span> ~ $<span id="xdx_90A_eus-gaap--ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MaximumMember_zmqWPMQIReTb" title="Exercise Price">1.00</span></span></td><td style="text-align: left"> </td></tr> </table> <p id="xdx_8A2_zWasUjbXMdLi" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_890_eus-gaap--ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock_zF53bHEFEB0i" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The following table <span id="xdx_8BD_zm3bZzeFYDF3">summarizes information with respect to outstanding warrants to purchase common stock</span> of the Company at December 31, 2022 and 2021: </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Exercise Price</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31,</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></p></td><td style="padding-bottom: 1pt"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Issued</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Repricing</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Exercised</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Expiration</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Date</b></span></p></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 1%; text-align: left">$</td><td style="width: 12%; text-align: right">1.00</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 12%; text-align: right">560,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 12%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right">(560,000</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right">-</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 13%; text-align: center; text-indent: 0pt; padding-left: 0pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">1.00</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">560,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.095985</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(560,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">1.00</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">10,487</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">10,487</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">November 2026</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">1.00</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">925,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(560,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">365,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">April 2027</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">1.20</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,417</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,417</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">April 2027</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">0.30</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,466,667</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,466,667</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">May 2025</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.36</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">66,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">66,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">May 2027</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">0.10</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,520,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,520,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">September 2027</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.12</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">79,200</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">79,200</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">September 2027</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">0.10</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,260,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,260,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">November 2027</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.12</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">203,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">203,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">November 2027</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">0.10</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,860,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,860,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">December 2027</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.12</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">131,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">131,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">December 31, 2022</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"> </td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">1,130,487</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">20,528,984</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"> </td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">(1,680,000</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">19,979,471</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: center; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt"> </td></tr> </table> <p id="xdx_8A1_zV0OnaiDPYD7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p id="xdx_895_eus-gaap--ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock_zbZ6BVkuVWX7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">A <span id="xdx_8B7_zxRokbrkfboa">summary of the warrant activity for the period</span> ended December 31, 2022 and 2021 is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Weighted-<br/> Average Exercise</td><td style="font-weight: bold"> </td><td> </td> <td colspan="2" style="text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-<br/> Average Remaining</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Contractual</b></span></p></td><td> </td><td> </td> <td colspan="2" style="text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Aggregate</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Intrinsic</b></span></p></td><td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Shares</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Price</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Term</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Value</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Outstanding at December 31, 2021</td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zGY7hIN4XOwd" style="border-bottom: Black 1pt solid; width: 9%; text-align: right" title="Shares outstanding Beginning balance">1,130,487</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zGF5O3CoZnsl" style="border-bottom: Black 1pt solid; width: 9%; text-align: right" title="Weighted Average Shares Exercise Price, Outstanding, begining balance">1.00</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">2.93</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">-</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt">Grants</td><td> </td> <td style="text-align: left"> </td><td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zmsYanxK6P3" style="text-align: right" title="Shares Grants">20,528,984</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zW1KPmmD6qJe" style="text-align: right" title="Weighted Average Shares Exercise Price, Grants">0.395</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4.80</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Exercised</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_iN_di_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_z1sNV0NWMAog" style="text-align: right" title="Shares Excercised">(1,680,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zvu9XYW3l3ci" style="text-align: right" title="Weighted Average Exercise Price, Excercised"><span style="-sec-ix-hidden: xdx2ixbrl1331">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Expired</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zCgj0BGzHz1g" style="border-bottom: Black 1pt solid; text-align: right" title="Shares Expired"><span style="-sec-ix-hidden: xdx2ixbrl1333">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zMz15lD7kmv6" style="border-bottom: Black 1pt solid; text-align: right" title="Weighted Average Shares Exercise Price, Expired"><span style="-sec-ix-hidden: xdx2ixbrl1335">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Outstanding at December 31, 2022</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_z3ok5MsBGeg6" style="border-bottom: Black 1pt solid; text-align: right" title="Shares Outstanding Ending Balance">19,979,471</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zDIKAsyJ9wyc" style="border-bottom: Black 1pt solid; text-align: right" title="Weighted Average Shares Exercise Price, Outstanding, ending balance">0.020025</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">4.68</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Exercisable at December 31, 2022</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iI_c20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zC4V4oNnwDTb" style="border-bottom: Black 1pt solid; text-align: right" title="Shares Excercisable">19,979,471</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iI_c20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zWWgpxVSVRv9" style="border-bottom: Black 1pt solid; text-align: right" title="Weighted Average Shares Exercise Price, Excercisable">0.020025</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">4.68</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td style="border-bottom: Black 1pt solid; text-align: right">       -</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> </table> <p id="xdx_8A5_zvtDAiwAYRzc" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> 10769 22399 51282 60000 1818181 600000 356364 560000 53751 1538462 300000 0.195 2500000 75000 0.03 2700000 65070 550883 31981397 510851 124742 1052132 32408 4747662 151104 2051282 400000 0.195 100000 333334 0.30 10000000 0.004 10487 25141 1120000 503973 1831667 360967 3520000 52702 14120000 192473 497317 68356 560000 639620 907247 1120000 560000 <p id="xdx_898_eus-gaap--ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock_zwkA7g72OfD2" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In accordance with authoritative accounting guidance, <span id="xdx_8BD_zhxRBPudm5D2">the fair value of the outstanding common stock purchase warrants</span> was calculated using the Black-Scholes option-pricing model with the following assumptions at the measurement date(s):</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td style="text-align: justify"><b> </b></td><td style="padding-bottom: 1pt"><b> </b></td> <td colspan="2" style="border-bottom: Black 1pt solid; text-align: center"><b>Measurement date</b></td><td style="padding-bottom: 1pt"><b> </b></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 88%; text-align: justify; text-indent: 0pt; padding-left: 0pt">Dividend yield</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 9%; text-align: right"><span id="xdx_903_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zxcaCRKM5qMe" title="Dividend yield">0</span></td><td style="width: 1%; text-align: left">%</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Expected volatility</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_901_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_dp_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MinimumMember_zXwFSFED4rjc" title="Expected volatility">265</span>~<span id="xdx_909_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate_dp_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MaximumMember_z3tB2PTJse31" title="Expected volatility">297</span>%</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Risk-free interest rate</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><span id="xdx_90C_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_dp_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MinimumMember_zVPG01XAB4b3" title="Risk-free interest rate">0.83</span>~<span id="xdx_90F_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate_dp_uPure_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MaximumMember_zlqP11VCR9wi" title="Risk-free interest rate">4.36</span>%</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Expected life (years)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">3.00~5.00</span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Stock Price</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$<span id="xdx_902_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValuePerShare_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MinimumMember_z0NSLOVSCIU4" title="Stock Price">0.017</span>~$<span id="xdx_90E_ecustom--ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValuePerShare_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MaximumMember_zlhByUXpYgFk" title="Stock Price">2.80</span></span></td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: justify; text-indent: 0pt; padding-left: 0pt">Exercise Price</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">$<span id="xdx_90E_eus-gaap--ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MinimumMember_zN0aVpq4TRM2" title="Exercise Price">0.10</span> ~ $<span id="xdx_90A_eus-gaap--ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember__srt--RangeAxis__srt--MaximumMember_zmqWPMQIReTb" title="Exercise Price">1.00</span></span></td><td style="text-align: left"> </td></tr> </table> 0 2.65 2.97 0.0083 0.0436 0.017 2.80 0.10 1.00 <p id="xdx_890_eus-gaap--ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock_zF53bHEFEB0i" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">The following table <span id="xdx_8BD_zm3bZzeFYDF3">summarizes information with respect to outstanding warrants to purchase common stock</span> of the Company at December 31, 2022 and 2021: </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Exercise Price</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>December 31,</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>2021</b></span></p></td><td style="padding-bottom: 1pt"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Issued</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Repricing</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Exercised</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">December 31,<br/> 2022</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Expiration</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Date</b></span></p></td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 1%; text-align: left">$</td><td style="width: 12%; text-align: right">1.00</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 12%; text-align: right">560,000</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 12%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right"> </td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right">(560,000</td><td style="width: 1%; text-align: left">)</td><td style="width: 1%"> </td> <td style="width: 1%; text-align: left"> </td><td style="width: 11%; text-align: right">-</td><td style="width: 1%; text-align: left"> </td><td style="width: 1%"> </td> <td style="width: 13%; text-align: center; text-indent: 0pt; padding-left: 0pt"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">1.00</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">560,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.095985</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(560,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">1.00</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">10,487</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">10,487</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">November 2026</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">1.00</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">925,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">(560,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">365,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">April 2027</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">1.20</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,417</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">16,417</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">April 2027</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">0.30</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,466,667</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">1,466,667</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">May 2025</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.36</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">66,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">66,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">May 2027</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">0.10</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,520,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">3,520,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">September 2027</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.12</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">79,200</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">79,200</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">September 2027</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">0.10</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,260,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">8,260,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">November 2027</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.12</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">203,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">203,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">November 2027</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-align: left">$</td><td style="text-align: right">0.10</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,860,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">5,860,000</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">December 2027</td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-align: left">$</td><td style="text-align: right">0.12</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">131,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">0.020025</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">131,850</td><td style="text-align: left"> </td><td> </td> <td style="text-align: center; text-indent: 0pt; padding-left: 0pt">December 31, 2022</td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"> </td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">1,130,487</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">20,528,984</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt; text-align: right"> </td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">(1,680,000</td><td style="padding-bottom: 2.5pt; text-align: left">)</td><td style="padding-bottom: 2.5pt"> </td> <td style="border-bottom: Black 2.5pt double; text-align: left"> </td><td style="border-bottom: Black 2.5pt double; text-align: right">19,979,471</td><td style="padding-bottom: 2.5pt; text-align: left"> </td><td style="padding-bottom: 2.5pt"> </td> <td style="text-align: center; padding-bottom: 2.5pt; text-indent: 0pt; padding-left: 0pt"> </td></tr> </table> <p id="xdx_895_eus-gaap--ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock_zbZ6BVkuVWX7" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">A <span id="xdx_8B7_zxRokbrkfboa">summary of the warrant activity for the period</span> ended December 31, 2022 and 2021 is as follows:</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <table cellpadding="0" cellspacing="0" style="font: 10pt Times New Roman, Times, Serif; border-collapse: collapse; width: 100%"> <tr style="vertical-align: bottom"> <td> </td><td> </td> <td colspan="2" style="text-align: center"> </td><td> </td><td style="font-weight: bold"> </td> <td colspan="2" style="font-weight: bold; text-align: center">Weighted-<br/> Average Exercise</td><td style="font-weight: bold"> </td><td> </td> <td colspan="2" style="text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Weighted-<br/> Average Remaining</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Contractual</b></span></p></td><td> </td><td> </td> <td colspan="2" style="text-align: center"><p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Aggregate</b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: center"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"><b>Intrinsic</b></span></p></td><td> </td></tr> <tr style="vertical-align: bottom"> <td> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Shares</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Price</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Term</td><td style="padding-bottom: 1pt; font-weight: bold"> </td><td style="font-weight: bold; padding-bottom: 1pt"> </td> <td colspan="2" style="border-bottom: Black 1pt solid; font-weight: bold; text-align: center">Value</td><td style="padding-bottom: 1pt; font-weight: bold"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="width: 52%; padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Outstanding at December 31, 2021</td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td id="xdx_987_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iS_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zGY7hIN4XOwd" style="border-bottom: Black 1pt solid; width: 9%; text-align: right" title="Shares outstanding Beginning balance">1,130,487</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td id="xdx_986_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iS_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zGF5O3CoZnsl" style="border-bottom: Black 1pt solid; width: 9%; text-align: right" title="Weighted Average Shares Exercise Price, Outstanding, begining balance">1.00</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left"> </td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">2.93</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td><td style="width: 1%; padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; width: 1%; text-align: left">$</td><td style="border-bottom: Black 1pt solid; width: 9%; text-align: right">-</td><td style="width: 1%; padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt">Grants</td><td> </td> <td style="text-align: left"> </td><td id="xdx_980_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zmsYanxK6P3" style="text-align: right" title="Shares Grants">20,528,984</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td id="xdx_98E_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zW1KPmmD6qJe" style="text-align: right" title="Weighted Average Shares Exercise Price, Grants">0.395</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">4.80</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="text-indent: 0pt; padding-left: 0pt">Exercised</td><td> </td> <td style="text-align: left"> </td><td id="xdx_983_eus-gaap--StockIssuedDuringPeriodSharesStockOptionsExercised_iN_di_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_z1sNV0NWMAog" style="text-align: right" title="Shares Excercised">(1,680,000</td><td style="text-align: left">)</td><td> </td> <td style="text-align: left"> </td><td id="xdx_982_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zvu9XYW3l3ci" style="text-align: right" title="Weighted Average Exercise Price, Excercised"><span style="-sec-ix-hidden: xdx2ixbrl1331">-</span></td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right">-</td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Expired</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zCgj0BGzHz1g" style="border-bottom: Black 1pt solid; text-align: right" title="Shares Expired"><span style="-sec-ix-hidden: xdx2ixbrl1333">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zMz15lD7kmv6" style="border-bottom: Black 1pt solid; text-align: right" title="Weighted Average Shares Exercise Price, Expired"><span style="-sec-ix-hidden: xdx2ixbrl1335">-</span></td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Outstanding at December 31, 2022</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber_iE_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_z3ok5MsBGeg6" style="border-bottom: Black 1pt solid; text-align: right" title="Shares Outstanding Ending Balance">19,979,471</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td id="xdx_981_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice_iE_c20220101__20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zDIKAsyJ9wyc" style="border-bottom: Black 1pt solid; text-align: right" title="Weighted Average Shares Exercise Price, Outstanding, ending balance">0.020025</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">4.68</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td style="border-bottom: Black 1pt solid; text-align: right">-</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: White"> <td style="text-indent: 0pt; padding-left: 0pt"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td><td> </td> <td style="text-align: left"> </td><td style="text-align: right"> </td><td style="text-align: left"> </td></tr> <tr style="vertical-align: bottom; background-color: rgb(204,238,255)"> <td style="padding-bottom: 1pt; text-indent: 0pt; padding-left: 0pt">Exercisable at December 31, 2022</td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td id="xdx_98B_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber_iI_c20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zC4V4oNnwDTb" style="border-bottom: Black 1pt solid; text-align: right" title="Shares Excercisable">19,979,471</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td id="xdx_983_eus-gaap--ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice_iI_c20221231__us-gaap--PlanNameAxis__custom--SharePurchaseWarrantsMember_zWWgpxVSVRv9" style="border-bottom: Black 1pt solid; text-align: right" title="Weighted Average Shares Exercise Price, Excercisable">0.020025</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left"> </td><td style="border-bottom: Black 1pt solid; text-align: right">4.68</td><td style="padding-bottom: 1pt; text-align: left"> </td><td style="padding-bottom: 1pt"> </td> <td style="border-bottom: Black 1pt solid; text-align: left">$</td><td style="border-bottom: Black 1pt solid; text-align: right">       -</td><td style="padding-bottom: 1pt; text-align: left"> </td></tr> </table> 1130487 1.00 20528984 0.395 1680000 19979471 0.020025 19979471 0.020025 <p id="xdx_804_eus-gaap--SubsequentEventsTextBlock_zR4EWSk4kCrk" style="font: 10pt Times New Roman, Times, Serif; margin: 0pt"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"><b>NOTE 12: <span id="xdx_821_zNbYxwidwEFd">SUBSEQUENT EVENTS</span></b></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"/> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On January 23, 2023 we entered into a Promissory Note with Mast Hill Fund, L.P. for the Principal Amount of $<span id="xdx_908_eus-gaap--ConvertibleDebt_iI_c20230123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_z4cRITxkpDTi" title="Promissory note principal amount">293,000</span>, and an Actual Amount of Purchase Price of $<span id="xdx_901_eus-gaap--ConvertibleNotesPayable_iI_c20230123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_zFb5LaC19AV8" title="Convertible promissory note purchase price">263,700</span>. The Conversion rate on the note is $<span id="xdx_908_eus-gaap--SharePrice_iI_c20230123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_z4XTCK7DuvRk" title="Conversion rate per share">0.0035</span> per share, subject to adjustments. The total disbursement to GZ6G was $<span id="xdx_909_ecustom--ConvertibleNotesPayableNetDisbursement_iI_c20230123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_zS0uXn6JpgVd" title="Total disbursement of convertible note">250,789</span>, with a term of twelve months and an interest rate of <span id="xdx_900_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_c20230123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_zc5cbMYWdLE7" title="Interest rate">12</span>%. <span style="background-color: white">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 <span id="xdx_902_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20230101__20230123__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_zq2RfSy7T1cb" title="Number of share issued for conversion of debt">11,720,000</span> shares of common stock at an exercise price of $0.05 per share for a term of five years. </span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 8, 2023 we entered into a Promissory Note with 1800 Diagonal Lending LLC for the Principal Amount of $<span id="xdx_900_eus-gaap--ConvertibleDebt_iI_c20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--DiagonalLendingLLCMember_zh3fAx5DoGhf" title="Promissory note principal amount">116,760</span> and an Actual Amount of Purchase Price of $<span id="xdx_902_eus-gaap--ConvertibleNotesPayable_iI_c20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--DiagonalLendingLLCMember_zKBiT9e258c5" title="Convertible promissory note purchase price">104,250</span>. The total disbursement to GZ6G was $<span id="xdx_900_ecustom--ConvertibleNotesPayableNetDisbursement_iI_c20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--DiagonalLendingLLCMember_zimUdfGcV1Fk" title="Total disbursement of convertible note">100,000</span>, with a term of twelve months and an interest rate of <span id="xdx_909_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_c20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--DiagonalLendingLLCMember_zhNxASbMoY2" title="Interest rate">12</span>%. The note requires 10 monthly payments of $13,077.10 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. <span style="background-color: white">Proceeds will be used, for operating costs and further execution of GZ6G’s business plans.</span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt">On March 8, 2023 we entered into a Promissory Note with Mast Hill Fund, L.P. for the Principal Amount of $<span id="xdx_902_eus-gaap--ConvertibleDebt_iI_c20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_zOIPZeykPWLa" title="Promissory note principal amount">293,000</span>, and an Actual Amount of Purchase Price of $<span id="xdx_901_eus-gaap--ConvertibleNotesPayable_iI_c20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_zjg79bkqUA8f" title="Convertible promissory note purchase price">263,700</span>. The Conversion rate on the note is $<span id="xdx_904_eus-gaap--SharePrice_iI_c20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_zAKNDhof7xv2" title="Conversion rate per share">0.0035</span> per share, subject to adjustments. The total disbursement to GZ6G was $<span id="xdx_90C_ecustom--ConvertibleNotesPayableNetDisbursement_iI_c20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_z9jYLVpe8dX3" title="Total disbursement of convertible note">250,789</span>, with a term of twelve months and an interest rate of <span id="xdx_90A_eus-gaap--DebtInstrumentInterestRateStatedPercentage_iI_c20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_z5vbNTzAooc6" title="Interest rate">12</span>%. <span style="background-color: white">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 <span id="xdx_905_eus-gaap--StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities_c20230301__20230308__us-gaap--SubsequentEventTypeAxis__us-gaap--SubsequentEventMember__dei--LegalEntityAxis__custom--MastHillFundLPMember_zDdKlMcb5gs7" title="Number of share issued for conversion of debt">11,720,000</span> shares of common stock at an exercise price of $0.05 per share for a term of five years. </span></span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">In accordance with the terms of a finder’s fee agreement with J.H. Darbie the Company issued cumulative 527,400 stock purchase warrants for exercise at $0.06 per share for a term of five years from issue date. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">Subsequent to the year ended December 31, 2022 the Company increased its authorized capital from 510,000,001 to 1,010,000,001 authorized shares of which there are authorized 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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="background-color: white">Subsequent to the year ended December 31, 2022 the Company issued 57,563,655 shares of common stock to various lenders upon receipt of notices of conversion at prices between $0.0035 and $0.195 per share. </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white"/></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"> </span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; text-align: justify"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt; background-color: white">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.</span></p> <p style="font: 10pt Times New Roman, Times, Serif; margin: 0pt; background-color: white"><span style="font-family: Times New Roman, Times, Serif; font-size: 10pt"/></p> 293000 263700 0.0035 250789 12 11720000 116760 104250 100000 12 293000 263700 0.0035 250789 12 11720000 EXCEL 95 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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�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how.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 97 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 98 FilingSummary.xml IDEA: XBRL DOCUMENT 3.23.1 html 154 342 1 false 37 0 false 4 false false R1.htm 00000001 - Document - Cover Sheet http://gz6gtechnologies.com/role/Cover Cover Cover 1 false false R2.htm 00000002 - Statement - Condensed Consolidated Balance Sheets Sheet http://gz6gtechnologies.com/role/BalanceSheets Condensed Consolidated Balance Sheets Statements 2 false false R3.htm 00000003 - Statement - Condensed Consolidated Balance Sheets (Parenthetical) Sheet http://gz6gtechnologies.com/role/BalanceSheetsParenthetical Condensed Consolidated Balance Sheets (Parenthetical) Statements 3 false false R4.htm 00000004 - Statement - Condensed Consolidated Statements of Operations Sheet http://gz6gtechnologies.com/role/StatementsOfOperations Condensed Consolidated Statements of Operations Statements 4 false false R5.htm 00000005 - Statement - Consolidated Statement of Stockholders Equity Deficit Sheet http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit Consolidated Statement of Stockholders Equity Deficit Statements 5 false false R6.htm 00000006 - Statement - Condensed Consolidated Statement of Cash Flows Sheet http://gz6gtechnologies.com/role/StatementOfCashFlows Condensed Consolidated Statement of Cash Flows Statements 6 false false R7.htm 00000007 - Disclosure - ORGANIZATION AND DESCRIPTION OF BUSINESS Sheet http://gz6gtechnologies.com/role/OrganizationAndDescriptionOfBusiness ORGANIZATION AND DESCRIPTION OF BUSINESS Notes 7 false false R8.htm 00000008 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Sheet http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Notes 8 false false R9.htm 00000009 - Disclosure - PROPERTY AND EQUIPMENT Sheet http://gz6gtechnologies.com/role/PropertyAndEquipment PROPERTY AND EQUIPMENT Notes 9 false false R10.htm 00000010 - Disclosure - PREPAID EXPENSES Sheet http://gz6gtechnologies.com/role/PrepaidExpenses PREPAID EXPENSES Notes 10 false false R11.htm 00000011 - Disclosure - OTHER CURRENT ASSETS Sheet http://gz6gtechnologies.com/role/OtherCurrentAssets OTHER CURRENT ASSETS Notes 11 false false R12.htm 00000012 - Disclosure - DEBT Sheet http://gz6gtechnologies.com/role/Debt DEBT Notes 12 false false R13.htm 00000013 - Disclosure - CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES Sheet http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilities CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES Notes 13 false false R14.htm 00000014 - Disclosure - RELATED PARTY TRANSACTIONS Sheet http://gz6gtechnologies.com/role/RelatedPartyTransactions RELATED PARTY TRANSACTIONS Notes 14 false false R15.htm 00000015 - Disclosure - OPERATING LEASE Sheet http://gz6gtechnologies.com/role/OperatingLease OPERATING LEASE Notes 15 false false R16.htm 00000016 - Disclosure - COMMITMENTS Sheet http://gz6gtechnologies.com/role/Commitments COMMITMENTS Notes 16 false false R17.htm 00000017 - Disclosure - CAPITAL STOCK Sheet http://gz6gtechnologies.com/role/CapitalStock CAPITAL STOCK Notes 17 false false R18.htm 00000018 - Disclosure - SUBSEQUENT EVENTS Sheet http://gz6gtechnologies.com/role/SubsequentEvents SUBSEQUENT EVENTS Notes 18 false false R19.htm 00000019 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Sheet http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) Policies 19 false false R20.htm 00000020 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Sheet http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesTables SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) Tables http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPolicies 20 false false R21.htm 00000021 - Disclosure - PROPERTY AND EQUIPMENT (Tables) Sheet http://gz6gtechnologies.com/role/PropertyAndEquipmentTables PROPERTY AND EQUIPMENT (Tables) Tables http://gz6gtechnologies.com/role/PropertyAndEquipment 21 false false R22.htm 00000022 - Disclosure - PREPAID EXPENSES (Tables) Sheet http://gz6gtechnologies.com/role/PrepaidExpensesTables PREPAID EXPENSES (Tables) Tables http://gz6gtechnologies.com/role/PrepaidExpenses 22 false false R23.htm 00000023 - Disclosure - OTHER CURRENT ASSETS (Tables) Sheet http://gz6gtechnologies.com/role/OtherCurrentAssetsTables OTHER CURRENT ASSETS (Tables) Tables http://gz6gtechnologies.com/role/OtherCurrentAssets 23 false false R24.htm 00000024 - Disclosure - DEBT (Tables) Sheet http://gz6gtechnologies.com/role/DebtTables DEBT (Tables) Tables http://gz6gtechnologies.com/role/Debt 24 false false R25.htm 00000025 - Disclosure - CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Tables) Sheet http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesTables CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Tables) Tables http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilities 25 false false R26.htm 00000026 - Disclosure - RELATED PARTY TRANSACTIONS (Tables) Sheet http://gz6gtechnologies.com/role/RelatedPartyTransactionsTables RELATED PARTY TRANSACTIONS (Tables) Tables http://gz6gtechnologies.com/role/RelatedPartyTransactions 26 false false R27.htm 00000027 - Disclosure - OPERATING LEASE (Tables) Sheet http://gz6gtechnologies.com/role/OperatingLeaseTables OPERATING LEASE (Tables) Tables http://gz6gtechnologies.com/role/OperatingLease 27 false false R28.htm 00000028 - Disclosure - COMMITMENTS (Tables) Sheet http://gz6gtechnologies.com/role/CommitmentsTables COMMITMENTS (Tables) Tables http://gz6gtechnologies.com/role/Commitments 28 false false R29.htm 00000029 - Disclosure - CAPITAL STOCK (Tables) Sheet http://gz6gtechnologies.com/role/CapitalStockTables CAPITAL STOCK (Tables) Tables http://gz6gtechnologies.com/role/CapitalStock 29 false false R30.htm 00000030 - Disclosure - the potentially dilutive securities that have not been included in the computation of diluted net loss (Details) Sheet http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails the potentially dilutive securities that have not been included in the computation of diluted net loss (Details) Details 30 false false R31.htm 00000031 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) Sheet http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) Details http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesTables 31 false false R32.htm 00000032 - Disclosure - Property and equipment, net consists of the following (Details) Sheet http://gz6gtechnologies.com/role/PropertyAndEquipmentNetConsistsOfFollowingDetails Property and equipment, net consists of the following (Details) Details 32 false false R33.htm 00000033 - Disclosure - PROPERTY AND EQUIPMENT (Details Narrative) Sheet http://gz6gtechnologies.com/role/PropertyAndEquipmentDetailsNarrative PROPERTY AND EQUIPMENT (Details Narrative) Details http://gz6gtechnologies.com/role/PropertyAndEquipmentTables 33 false false R34.htm 00000034 - Disclosure - Prepaid expenses (Details) Sheet http://gz6gtechnologies.com/role/PrepaidExpensesDetails Prepaid expenses (Details) Details 34 false false R35.htm 00000035 - Disclosure - PREPAID EXPENSES (Details Narrative) Sheet http://gz6gtechnologies.com/role/PrepaidExpensesDetailsNarrative PREPAID EXPENSES (Details Narrative) Details http://gz6gtechnologies.com/role/PrepaidExpensesTables 35 false false R36.htm 00000036 - Disclosure - Other current assets consist of the following (Details) Sheet http://gz6gtechnologies.com/role/OtherCurrentAssetsConsistOfFollowingDetails Other current assets consist of the following (Details) Details 36 false false R37.htm 00000037 - Disclosure - The carrying value of funding tranches is as follows (Details) Sheet http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails The carrying value of funding tranches is as follows (Details) Details 37 false false R38.htm 00000038 - Disclosure - The interest expenses for the funding tranches are as follows (Details) Sheet http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails The interest expenses for the funding tranches are as follows (Details) Details 38 false false R39.htm 00000039 - Disclosure - The accrued interest payable is as follows (Details) Sheet http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails The accrued interest payable is as follows (Details) Details 39 false false R40.htm 00000040 - Disclosure - Gain related to extinguishment (Details) Sheet http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails Gain related to extinguishment (Details) Details 40 false false R41.htm 00000041 - Disclosure - Schedule of the carrying value of the tranches (Details) Sheet http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails Schedule of the carrying value of the tranches (Details) Details 41 false false R42.htm 00000042 - Disclosure - Schedule of the interest expense related to the tranches (Details) Sheet http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails Schedule of the interest expense related to the tranches (Details) Details 42 false false R43.htm 00000043 - Disclosure - Schedule of the accrued interest payable (Details) Sheet http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails Schedule of the accrued interest payable (Details) Details 43 false false R44.htm 00000044 - Disclosure - Schedule of loss related to extinguishment (Details) Sheet http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails Schedule of loss related to extinguishment (Details) Details 44 false false R45.htm 00000045 - Disclosure - The carrying value of this convertible promissory note is as follows (Details) Sheet http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails The carrying value of this convertible promissory note is as follows (Details) Details 45 false false R46.htm 00000046 - Disclosure - The interest expenses for the convertible promissory note are as follows (Details) Sheet http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails The interest expenses for the convertible promissory note are as follows (Details) Details 46 false false R47.htm 00000047 - Disclosure - Schedule of the accrued interest payable convertible promissory note (Details) Sheet http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableConvertiblePromissoryNoteDetails Schedule of the accrued interest payable convertible promissory note (Details) Details 47 false false R48.htm 00000048 - Disclosure - The interest expenses related to the SBA loan are as follows (Details) Sheet http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails The interest expenses related to the SBA loan are as follows (Details) Details 48 false false R49.htm 00000049 - Disclosure - DEBT (Details Narrative) Sheet http://gz6gtechnologies.com/role/DebtDetailsNarrative DEBT (Details Narrative) Details http://gz6gtechnologies.com/role/DebtTables 49 false false R50.htm 00000050 - Disclosure - The following table provides balances of customer receivables and contract liabilities (Details) Sheet http://gz6gtechnologies.com/role/FollowingTableProvidesBalancesOfCustomerReceivablesAndContractLiabilitiesDetails The following table provides balances of customer receivables and contract liabilities (Details) Details 50 false false R51.htm 00000051 - Disclosure - CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Details Narrative) Sheet http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Details Narrative) Details http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesTables 51 false false R52.htm 00000052 - Disclosure - The following amounts are included in debt to related party on our Balance Sheets (Details) Sheet http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInDebtToRelatedPartyOnOurBalanceSheetsDetails The following amounts are included in debt to related party on our Balance Sheets (Details) Details 52 false false R53.htm 00000053 - Disclosure - The interest expenses related to above loans are as follows (Details) Sheet http://gz6gtechnologies.com/role/InterestExpensesRelatedToAboveLoansAreAsFollowsDetails The interest expenses related to above loans are as follows (Details) Details 53 false false R54.htm 00000054 - Disclosure - The following amounts are included in related party payables (Details) Sheet http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails The following amounts are included in related party payables (Details) Details 54 false false R55.htm 00000055 - Disclosure - RELATED PARTY TRANSACTIONS (Details Narrative) Sheet http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative RELATED PARTY TRANSACTIONS (Details Narrative) Details http://gz6gtechnologies.com/role/RelatedPartyTransactionsTables 55 false false R56.htm 00000056 - Disclosure - Future minimum lease payments in respect of the above leases (Details) Sheet http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails Future minimum lease payments in respect of the above leases (Details) Details 56 false false R57.htm 00000057 - Disclosure - OPERATING LEASE (Details Narrative) Sheet http://gz6gtechnologies.com/role/OperatingLeaseDetailsNarrative OPERATING LEASE (Details Narrative) Details http://gz6gtechnologies.com/role/OperatingLeaseTables 57 false false R58.htm 00000058 - Disclosure - Schedule of default judgement (Details) Sheet http://gz6gtechnologies.com/role/ScheduleOfDefaultJudgementDetails Schedule of default judgement (Details) Details 58 false false R59.htm 00000059 - Disclosure - COMMITMENTS (Details Narrative) Sheet http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative COMMITMENTS (Details Narrative) Details http://gz6gtechnologies.com/role/CommitmentsTables 59 false false R60.htm 00000060 - Disclosure - the fair value of the outstanding common stock purchase warrants (Details) Sheet http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails the fair value of the outstanding common stock purchase warrants (Details) Details 60 false false R61.htm 00000061 - Disclosure - summary of the warrant activity for the period (Details) Sheet http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails summary of the warrant activity for the period (Details) Details 61 false false R62.htm 00000062 - Disclosure - CAPITAL STOCK (Details Narrative) Sheet http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative CAPITAL STOCK (Details Narrative) Details http://gz6gtechnologies.com/role/CapitalStockTables 62 false false R63.htm 00000063 - Disclosure - SUBSEQUENT EVENTS (Details Narrative) Sheet http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative SUBSEQUENT EVENTS (Details Narrative) Details http://gz6gtechnologies.com/role/SubsequentEvents 63 false false All Reports Book All Reports [dq-0542-Deprecated-Concept] Concept AccountsPayableRelatedPartiesCurrent in us-gaap/2021 used in 2 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. f10k_gz6gtechnolog.htm 5159, 5160 [dq-0542-Deprecated-Concept] Concept RevenueFromRelatedParties in us-gaap/2021 used in 1 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. f10k_gz6gtechnolog.htm 7580 [dq-0542-Deprecated-Concept] Concept RelatedPartyTransactionDueFromToRelatedParty in us-gaap/2021 used in 1 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. f10k_gz6gtechnolog.htm 7580 [dq-0542-Deprecated-Concept] Concept NotesPayableRelatedPartiesCurrentAndNoncurrent in us-gaap/2021 used in 2 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. f10k_gz6gtechnolog.htm 7610, 7611 [dq-0542-Deprecated-Concept] Concept DueToEmployeesCurrentAndNoncurrent in us-gaap/2021 used in 1 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. f10k_gz6gtechnolog.htm 7612 [dq-0542-Deprecated-Concept] Concept NotesPayableRelatedPartiesClassifiedCurrent in us-gaap/2021 used in 1 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. f10k_gz6gtechnolog.htm 7669 [dq-0542-Deprecated-Concept] Concept InterestExpenseRelatedParty in us-gaap/2021 used in 2 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. f10k_gz6gtechnolog.htm 7732, 7733 [dq-0542-Deprecated-Concept] Concept DueToRelatedPartiesCurrentAndNoncurrent in us-gaap/2021 used in 10 facts was deprecated in us-gaap/2023 as of 2023 and should not be used. f10k_gz6gtechnolog.htm 7767, 7768, 7771, 7772, 7775, 7776, 7779, 7780, 7783, 7784 [dq-0540-EntityEmergingGrowthCompany-Value] In submission type 10-K, EntityEmergingGrowthCompany value "True", is not equivalent to header element emergingGrowthCompanyFlag value "false" in the Required Context. f10k_gz6gtechnolog.htm 34 [ix-0514-Hidden-Fact-Eligible-For-Transform] WARN: 4 fact(s) appearing in ix:hidden were eligible for transformation: dei:CurrentFiscalYearEndDate, dei:DocumentAnnualReport, dei:EntityEmergingGrowthCompany, dei:EntitySmallBusiness - f10k_gz6gtechnolog.htm 29, 32, 33, 34 f10k_gz6gtechnolog.htm f10kex21_gz6gtechno.htm f10kex31_gz6gtechno.htm f10kex32_gz6gtechno.htm f10kexex10-57_gz6gtechno.htm f10kexex10-58_gz6gtechno.htm f10kexex10-59_gz6gtechno.htm f10kexex10-60_gz6gtechno.htm f10kexex10-61_gz6gtechno.htm f10kexex10-62_gz6gtechno.htm f10kexex10-63_gz6gtechno.htm f10kexex10-64_gz6gtechno.htm f10kexex10-65_gz6gtechno.htm f10kexex10-66_gz6gtechno.htm f10kexex10-67_gz6gtechno.htm f10kexex10-68_gz6gtechno.htm f10kexex10-69_gz6gtechno.htm f10kexex10-70_gz6gtechno.htm f10kexex10-71_gz6gtechno.htm f10kexex10-72_gz6gtechno.htm gzic-20221231.xsd gzic-20221231_cal.xml gzic-20221231_def.xml gzic-20221231_lab.xml gzic-20221231_pre.xml image_001.jpg image_002.jpg image_003.jpg image_004.jpg image_005.jpg http://fasb.org/us-gaap/2021-01-31 http://xbrl.sec.gov/dei/2021q4 true true JSON 101 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "f10k_gz6gtechnolog.htm": { "axisCustom": 0, "axisStandard": 12, "baseTaxonomies": { "http://fasb.org/us-gaap/2021-01-31": 544, "http://xbrl.sec.gov/dei/2021q4": 35 }, "contextCount": 154, "dts": { "calculationLink": { "local": [ "gzic-20221231_cal.xml" ] }, "definitionLink": { "local": [ "gzic-20221231_def.xml" ] }, "inline": { "local": [ "f10k_gz6gtechnolog.htm" ] }, "labelLink": { "local": [ "gzic-20221231_lab.xml" ] }, "presentationLink": { "local": [ "gzic-20221231_pre.xml" ] }, "schema": { "local": [ "gzic-20221231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-roles-2021-01-31.xsd", "https://xbrl.fasb.org/srt/2021/elts/srt-types-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-gaap-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-roles-2021-01-31.xsd", "https://xbrl.fasb.org/us-gaap/2021/elts/us-types-2021-01-31.xsd", "https://xbrl.sec.gov/country/2021/country-2021.xsd", "https://xbrl.sec.gov/dei/2021q4/dei-2021q4.xsd" ] } }, "elementCount": 473, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2021-01-31": 37, "http://gz6gtechnologies.com/20221231": 37, "http://xbrl.sec.gov/dei/2021q4": 8, "total": 82 }, "keyCustom": 102, "keyStandard": 240, "memberCustom": 26, "memberStandard": 11, "nsprefix": "gzic", "nsuri": "http://gz6gtechnologies.com/20221231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "b", "span", "p", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "00000001 - Document - Cover", "menuCat": "Cover", "order": "1", "role": "http://gz6gtechnologies.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "b", "span", "p", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "gzic:PrepaidExpensesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000010 - Disclosure - PREPAID EXPENSES", "menuCat": "Notes", "order": "10", "role": "http://gz6gtechnologies.com/role/PrepaidExpenses", "shortName": "PREPAID EXPENSES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "gzic:PrepaidExpensesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherCurrentAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000011 - Disclosure - OTHER CURRENT ASSETS", "menuCat": "Notes", "order": "11", "role": "http://gz6gtechnologies.com/role/OtherCurrentAssets", "shortName": "OTHER CURRENT ASSETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OtherCurrentAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000012 - Disclosure - DEBT", "menuCat": "Notes", "order": "12", "role": "http://gz6gtechnologies.com/role/Debt", "shortName": "DEBT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "gzic:CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000013 - Disclosure - CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES", "menuCat": "Notes", "order": "13", "role": "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilities", "shortName": "CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "gzic:CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000014 - Disclosure - RELATED PARTY TRANSACTIONS", "menuCat": "Notes", "order": "14", "role": "http://gz6gtechnologies.com/role/RelatedPartyTransactions", "shortName": "RELATED PARTY TRANSACTIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000015 - Disclosure - OPERATING LEASE", "menuCat": "Notes", "order": "15", "role": "http://gz6gtechnologies.com/role/OperatingLease", "shortName": "OPERATING LEASE", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000016 - Disclosure - COMMITMENTS", "menuCat": "Notes", "order": "16", "role": "http://gz6gtechnologies.com/role/Commitments", "shortName": "COMMITMENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000017 - Disclosure - CAPITAL STOCK", "menuCat": "Notes", "order": "17", "role": "http://gz6gtechnologies.com/role/CapitalStock", "shortName": "CAPITAL STOCK", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000018 - Disclosure - SUBSEQUENT EVENTS", "menuCat": "Notes", "order": "18", "role": "http://gz6gtechnologies.com/role/SubsequentEvents", "shortName": "SUBSEQUENT EVENTS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000019 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "menuCat": "Policies", "order": "19", "role": "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000002 - Statement - Condensed Consolidated Balance Sheets", "menuCat": "Statements", "order": "2", "role": "http://gz6gtechnologies.com/role/BalanceSheets", "shortName": "Condensed Consolidated Balance Sheets", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "us-gaap:EarningsPerSharePolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000020 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "menuCat": "Tables", "order": "20", "role": "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesTables", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:EarningsPerSharePolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000021 - Disclosure - PROPERTY AND EQUIPMENT (Tables)", "menuCat": "Tables", "order": "21", "role": "http://gz6gtechnologies.com/role/PropertyAndEquipmentTables", "shortName": "PROPERTY AND EQUIPMENT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "gzic:PrepaidExpensesDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000022 - Disclosure - PREPAID EXPENSES (Tables)", "menuCat": "Tables", "order": "22", "role": "http://gz6gtechnologies.com/role/PrepaidExpensesTables", "shortName": "PREPAID EXPENSES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "gzic:PrepaidExpensesDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "us-gaap:OtherCurrentAssetsTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000023 - Disclosure - OTHER CURRENT ASSETS (Tables)", "menuCat": "Tables", "order": "23", "role": "http://gz6gtechnologies.com/role/OtherCurrentAssetsTables", "shortName": "OTHER CURRENT ASSETS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:OtherCurrentAssetsTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_LoanTreatyAgreementMember", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000024 - Disclosure - DEBT (Tables)", "menuCat": "Tables", "order": "24", "role": "http://gz6gtechnologies.com/role/DebtTables", "shortName": "DEBT (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_LoanTreatyAgreementMember", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "gzic:CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "gzic:ScheduleOfContractWithCustomerReceivablesAndContractLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000025 - Disclosure - CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Tables)", "menuCat": "Tables", "order": "25", "role": "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesTables", "shortName": "CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "gzic:CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "gzic:ScheduleOfContractWithCustomerReceivablesAndContractLiabilitiesTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000026 - Disclosure - RELATED PARTY TRANSACTIONS (Tables)", "menuCat": "Tables", "order": "26", "role": "http://gz6gtechnologies.com/role/RelatedPartyTransactionsTables", "shortName": "RELATED PARTY TRANSACTIONS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000027 - Disclosure - OPERATING LEASE (Tables)", "menuCat": "Tables", "order": "27", "role": "http://gz6gtechnologies.com/role/OperatingLeaseTables", "shortName": "OPERATING LEASE (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "us-gaap:CommitmentsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "gzic:ScheduleOfDefaultJudgementTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000028 - Disclosure - COMMITMENTS (Tables)", "menuCat": "Tables", "order": "28", "role": "http://gz6gtechnologies.com/role/CommitmentsTables", "shortName": "COMMITMENTS (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:CommitmentsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "gzic:ScheduleOfDefaultJudgementTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000029 - Disclosure - CAPITAL STOCK (Tables)", "menuCat": "Tables", "order": "29", "role": "http://gz6gtechnologies.com/role/CapitalStockTables", "shortName": "CAPITAL STOCK (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "span", "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "USDPShares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000003 - Statement - Condensed Consolidated Balance Sheets (Parenthetical)", "menuCat": "Statements", "order": "3", "role": "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical", "shortName": "Condensed Consolidated Balance Sheets (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "span", "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:CommonStockParOrStatedValuePerShare", "reportCount": 1, "unique": true, "unitRef": "USDPShares", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "us-gaap:EarningsPerSharePolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "Shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000030 - Disclosure - the potentially dilutive securities that have not been included in the computation of diluted net loss (Details)", "menuCat": "Details", "order": "30", "role": "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails", "shortName": "the potentially dilutive securities that have not been included in the computation of diluted net loss (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "us-gaap:EarningsPerSharePolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "reportCount": 1, "unique": true, "unitRef": "Shares", "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:ConcentrationRiskCreditRisk", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashFDICInsuredAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000031 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)", "menuCat": "Details", "order": "31", "role": "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:ConcentrationRiskCreditRisk", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:CashFDICInsuredAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "p", "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "gzic:OfficeEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000032 - Disclosure - Property and equipment, net consists of the following (Details)", "menuCat": "Details", "order": "32", "role": "http://gz6gtechnologies.com/role/PropertyAndEquipmentNetConsistsOfFollowingDetails", "shortName": "Property and equipment, net consists of the following (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "p", "td", "tr", "table", "us-gaap:PropertyPlantAndEquipmentTextBlock", "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "gzic:OfficeEquipmentGross", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Depreciation", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000033 - Disclosure - PROPERTY AND EQUIPMENT (Details Narrative)", "menuCat": "Details", "order": "33", "role": "http://gz6gtechnologies.com/role/PropertyAndEquipmentDetailsNarrative", "shortName": "PROPERTY AND EQUIPMENT (Details Narrative)", "subGroupType": "details", "uniqueAnchor": null }, "R34": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "gzic:PrepaidExpensesDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2021-12-31", "decimals": "0", "first": true, "lang": null, "name": "gzic:ResellerAgreement", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000034 - Disclosure - Prepaid expenses (Details)", "menuCat": "Details", "order": "34", "role": "http://gz6gtechnologies.com/role/PrepaidExpensesDetails", "shortName": "Prepaid expenses (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "gzic:PrepaidExpensesDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2021-12-31", "decimals": "0", "first": true, "lang": null, "name": "gzic:ResellerAgreement", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "span", "span", "td", "tr", "table", "gzic:PrepaidExpensesDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2017-01-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AcceleratedShareRepurchasesSettlementPaymentOrReceipt", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000035 - Disclosure - PREPAID EXPENSES (Details Narrative)", "menuCat": "Details", "order": "35", "role": "http://gz6gtechnologies.com/role/PrepaidExpensesDetailsNarrative", "shortName": "PREPAID EXPENSES (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "td", "tr", "table", "gzic:PrepaidExpensesDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2017-01-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AcceleratedShareRepurchasesSettlementPaymentOrReceipt", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "us-gaap:OtherCurrentAssetsTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Deposits", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000036 - Disclosure - Other current assets consist of the following (Details)", "menuCat": "Details", "order": "36", "role": "http://gz6gtechnologies.com/role/OtherCurrentAssetsConsistOfFollowingDetails", "shortName": "Other current assets consist of the following (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfOtherCurrentAssetsTableTextBlock", "us-gaap:OtherCurrentAssetsTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Deposits", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "span", "span", "p", "gzic:StockSettledDebtPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentUnamortizedDiscountCurrent", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000037 - Disclosure - The carrying value of funding tranches is as follows (Details)", "menuCat": "Details", "order": "37", "role": "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "shortName": "The carrying value of funding tranches is as follows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31_custom_LoanTreatyAgreementMember", "decimals": "0", "lang": null, "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:InterestIncomeAndInterestExpenseDisclosureTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_LoanTreatyAgreementMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000038 - Disclosure - The interest expenses for the funding tranches are as follows (Details)", "menuCat": "Details", "order": "38", "role": "http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails", "shortName": "The interest expenses for the funding tranches are as follows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:InterestIncomeAndInterestExpenseDisclosureTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_LoanTreatyAgreementMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_LoanTreatyAgreementMember", "decimals": "0", "first": true, "lang": null, "name": "gzic:InterestPayablesCurrentAndNoncurrentPreviousPeriods", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000039 - Disclosure - The accrued interest payable is as follows (Details)", "menuCat": "Details", "order": "39", "role": "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails", "shortName": "The accrued interest payable is as follows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_LoanTreatyAgreementMember", "decimals": "0", "first": true, "lang": null, "name": "gzic:InterestPayablesCurrentAndNoncurrentPreviousPeriods", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:Revenues", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000004 - Statement - Condensed Consolidated Statements of Operations", "menuCat": "Statements", "order": "4", "role": "http://gz6gtechnologies.com/role/StatementsOfOperations", "shortName": "Condensed Consolidated Statements of Operations", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "lang": null, "name": "us-gaap:CostOfRevenue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:GainLossOnExtinguishmentOfDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_LoanTreatyAgreementMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ExtinguishmentOfDebtAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000040 - Disclosure - Gain related to extinguishment (Details)", "menuCat": "Details", "order": "40", "role": "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "shortName": "Gain related to extinguishment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:GainLossOnExtinguishmentOfDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_LoanTreatyAgreementMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ExtinguishmentOfDebtAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfDebtCarryingValueTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31_custom_ConvertibleDebtsMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000041 - Disclosure - Schedule of the carrying value of the tranches (Details)", "menuCat": "Details", "order": "41", "role": "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails", "shortName": "Schedule of the carrying value of the tranches (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfDebtCarryingValueTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31_custom_ConvertibleDebtsMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:InterestIncomeInterestExpenseDisclosureTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_ConvertibleDebtsMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000042 - Disclosure - Schedule of the interest expense related to the tranches (Details)", "menuCat": "Details", "order": "42", "role": "http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails", "shortName": "Schedule of the interest expense related to the tranches (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:InterestIncomeInterestExpenseDisclosureTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_ConvertibleDebtsMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2021-12-31_custom_ConvertibleDebtsMember", "decimals": "0", "first": true, "lang": null, "name": "gzic:InterestsPayablesCurrentAndNoncurrent", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000043 - Disclosure - Schedule of the accrued interest payable (Details)", "menuCat": "Details", "order": "43", "role": "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails", "shortName": "Schedule of the accrued interest payable (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfAccruedLiabilitiesTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_ConvertibleDebtsMember", "decimals": "0", "lang": null, "name": "us-gaap:InterestOnConvertibleDebtNetOfTax", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:LossOnExtinguishmentOfDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_ConvertibleDebtsMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ExtinguishmentOfDebtAmount", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000044 - Disclosure - Schedule of loss related to extinguishment (Details)", "menuCat": "Details", "order": "44", "role": "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails", "shortName": "Schedule of loss related to extinguishment (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:LossOnExtinguishmentOfDebtTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_ConvertibleDebtsMember", "decimals": "0", "lang": null, "name": "gzic:ExtinguishmentOfDebtGainLossServiceFee", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "span", "p", "gzic:StockSettledDebtPolicyTextBlock", "us-gaap:SignificantAccountingPoliciesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentUnamortizedDiscountCurrent", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000045 - Disclosure - The carrying value of this convertible promissory note is as follows (Details)", "menuCat": "Details", "order": "45", "role": "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "shortName": "The carrying value of this convertible promissory note is as follows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfPromissoryNotetCarryingValueTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31_custom_ConvertiblePromissoryNoteMember", "decimals": "0", "lang": null, "name": "us-gaap:DebtInstrumentCarryingAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:InterestIncomeInterestExpensePromissoryNoteDisclosureTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_ConvertiblePromissoryNoteMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000046 - Disclosure - The interest expenses for the convertible promissory note are as follows (Details)", "menuCat": "Details", "order": "46", "role": "http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails", "shortName": "The interest expenses for the convertible promissory note are as follows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:InterestIncomeInterestExpensePromissoryNoteDisclosureTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_ConvertiblePromissoryNoteMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfAccountsPayableAndAccruedLiabilitiesPromissoryNoteTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_ConvertiblePromissoryNoteMember", "decimals": "0", "first": true, "lang": null, "name": "gzic:InterestOnConvertibleDebtsNetOfTax", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000047 - Disclosure - Schedule of the accrued interest payable convertible promissory note (Details)", "menuCat": "Details", "order": "47", "role": "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableConvertiblePromissoryNoteDetails", "shortName": "Schedule of the accrued interest payable convertible promissory note (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfAccountsPayableAndAccruedLiabilitiesPromissoryNoteTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_ConvertiblePromissoryNoteMember", "decimals": "0", "first": true, "lang": null, "name": "gzic:InterestOnConvertibleDebtsNetOfTax", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ShortTermDebtInterestIncomesAndInterestExpensesDisclosureTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_SmallBusinessAdministrationMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000048 - Disclosure - The interest expenses related to the SBA loan are as follows (Details)", "menuCat": "Details", "order": "48", "role": "http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails", "shortName": "The interest expenses related to the SBA loan are as follows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ShortTermDebtInterestIncomesAndInterestExpensesDisclosureTableTextBlock", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_SmallBusinessAdministrationMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:AmortizationOfFinancingCosts", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ConvertibleNotesPayableCurrent", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000049 - Disclosure - DEBT (Details Narrative)", "menuCat": "Details", "order": "49", "role": "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "shortName": "DEBT (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:DebtDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "lang": null, "name": "gzic:ReceivedTrancheDepositsForAggregateAmount", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2020-12-31_us-gaap_PreferredStockMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000005 - Statement - Consolidated Statement of Stockholders Equity Deficit", "menuCat": "Statements", "order": "5", "role": "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit", "shortName": "Consolidated Statement of Stockholders Equity Deficit", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2020-12-31_us-gaap_PreferredStockMember", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfContractWithCustomerReceivablesAndContractLiabilitiesTableTextBlock", "gzic:CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "gzic:ContractLiabilities", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000050 - Disclosure - The following table provides balances of customer receivables and contract liabilities (Details)", "menuCat": "Details", "order": "50", "role": "http://gz6gtechnologies.com/role/FollowingTableProvidesBalancesOfCustomerReceivablesAndContractLiabilitiesDetails", "shortName": "The following table provides balances of customer receivables and contract liabilities (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R51": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfContractWithCustomerReceivablesAndContractLiabilitiesTableTextBlock", "gzic:CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "gzic:ContractLiabilities", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000051 - Disclosure - CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Details Narrative)", "menuCat": "Details", "order": "51", "role": "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative", "shortName": "CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "gzic:CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "lang": null, "name": "gzic:IncomeRelatedToContractsRevenue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2021-12-31", "decimals": "0", "first": true, "lang": null, "name": "gzic:DebtRelatedParty", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000052 - Disclosure - The following amounts are included in debt to related party on our Balance Sheets (Details)", "menuCat": "Details", "order": "52", "role": "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInDebtToRelatedPartyOnOurBalanceSheetsDetails", "shortName": "The following amounts are included in debt to related party on our Balance Sheets (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfRelatedPartyTransactionsTableTextBlock", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2020-12-31", "decimals": "0", "lang": null, "name": "gzic:DebtRelatedParty", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R53": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:InterestExpenseRelatedPartyDisclosureTableTextBlock", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:InterestExpenseRelatedParty", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000053 - Disclosure - The interest expenses related to above loans are as follows (Details)", "menuCat": "Details", "order": "53", "role": "http://gz6gtechnologies.com/role/InterestExpensesRelatedToAboveLoansAreAsFollowsDetails", "shortName": "The interest expenses related to above loans are as follows (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:InterestExpenseRelatedPartyDisclosureTableTextBlock", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:InterestExpenseRelatedParty", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfRelatedPartyPayablesTransactionsTableTextBlock", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DueToRelatedPartiesCurrentAndNoncurrent", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000054 - Disclosure - The following amounts are included in related party payables (Details)", "menuCat": "Details", "order": "54", "role": "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails", "shortName": "The following amounts are included in related party payables (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfRelatedPartyPayablesTransactionsTableTextBlock", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DueToRelatedPartiesCurrentAndNoncurrent", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2014-04-29", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentAnnualPrincipalPayment", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000055 - Disclosure - RELATED PARTY TRANSACTIONS (Details Narrative)", "menuCat": "Details", "order": "55", "role": "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative", "shortName": "RELATED PARTY TRANSACTIONS (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2014-04-29", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:DebtInstrumentAnnualPrincipalPayment", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000056 - Disclosure - Future minimum lease payments in respect of the above leases (Details)", "menuCat": "Details", "order": "56", "role": "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails", "shortName": "Future minimum lease payments in respect of the above leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2021-05-012021-05-19", "decimals": "0", "first": true, "lang": null, "name": "gzic:RentExpense", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000057 - Disclosure - OPERATING LEASE (Details Narrative)", "menuCat": "Details", "order": "57", "role": "http://gz6gtechnologies.com/role/OperatingLeaseDetailsNarrative", "shortName": "OPERATING LEASE (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:LesseeOperatingLeasesTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2021-05-012021-05-19", "decimals": "0", "first": true, "lang": null, "name": "gzic:RentExpense", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfDefaultJudgementTableTextBlock", "us-gaap:CommitmentsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LossContingencyDamagesPaidValue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000058 - Disclosure - Schedule of default judgement (Details)", "menuCat": "Details", "order": "58", "role": "http://gz6gtechnologies.com/role/ScheduleOfDefaultJudgementDetails", "shortName": "Schedule of default judgement (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "gzic:ScheduleOfDefaultJudgementTableTextBlock", "us-gaap:CommitmentsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LossContingencyDamagesPaidValue", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:CommitmentsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2021-04-012021-04-30", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LitigationSettlementAmountAwardedFromOtherParty", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000059 - Disclosure - COMMITMENTS (Details Narrative)", "menuCat": "Details", "order": "59", "role": "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative", "shortName": "COMMITMENTS (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:CommitmentsDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2021-04-012021-04-30", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:LitigationSettlementAmountAwardedFromOtherParty", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "00000006 - Statement - Condensed Consolidated Statement of Cash Flows", "menuCat": "Statements", "order": "6", "role": "http://gz6gtechnologies.com/role/StatementOfCashFlows", "shortName": "Condensed Consolidated Statement of Cash Flows", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": "0", "lang": null, "name": "gzic:LoanForgiveness", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_SharePurchaseWarrantsMember", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "reportCount": 1, "unique": true, "unitRef": "Pure", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000060 - Disclosure - the fair value of the outstanding common stock purchase warrants (Details)", "menuCat": "Details", "order": "60", "role": "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails", "shortName": "the fair value of the outstanding common stock purchase warrants (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-012022-12-31_custom_SharePurchaseWarrantsMember", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "reportCount": 1, "unique": true, "unitRef": "Pure", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2021-12-31_custom_SharePurchaseWarrantsMember", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "Shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000061 - Disclosure - summary of the warrant activity for the period (Details)", "menuCat": "Details", "order": "61", "role": "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails", "shortName": "summary of the warrant activity for the period (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "td", "tr", "table", "us-gaap:ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2021-12-31_custom_SharePurchaseWarrantsMember", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "reportCount": 1, "unique": true, "unitRef": "Shares", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-07-012022-09-30", "decimals": "0", "first": true, "lang": null, "name": "us-gaap:StockIssuedDuringPeriodValueNewIssues", "reportCount": 1, "unitRef": "USD", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000062 - Disclosure - CAPITAL STOCK (Details Narrative)", "menuCat": "Details", "order": "62", "role": "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "shortName": "CAPITAL STOCK (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-07-012022-09-30", "decimals": "0", "lang": null, "name": "us-gaap:StockIssuedDuringPeriodValueEmployeeStockOwnershipPlan", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:StockholdersEquityNoteDisclosureTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2022-09-30", "decimals": "INF", "first": true, "lang": null, "name": "us-gaap:SharePrice", "reportCount": 1, "unitRef": "USDPShares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000063 - Disclosure - SUBSEQUENT EVENTS (Details Narrative)", "menuCat": "Details", "order": "63", "role": "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative", "shortName": "SUBSEQUENT EVENTS (Details Narrative)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "span", "p", "us-gaap:SubsequentEventsTextBlock", "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "AsOf2023-03-08_us-gaap_SubsequentEventMember_custom_MastHillFundLPMember", "decimals": "0", "lang": null, "name": "us-gaap:ConvertibleDebt", "reportCount": 1, "unique": true, "unitRef": "USD", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000007 - Disclosure - ORGANIZATION AND DESCRIPTION OF BUSINESS", "menuCat": "Notes", "order": "7", "role": "http://gz6gtechnologies.com/role/OrganizationAndDescriptionOfBusiness", "shortName": "ORGANIZATION AND DESCRIPTION OF BUSINESS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000008 - Disclosure - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "menuCat": "Notes", "order": "8", "role": "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPolicies", "shortName": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "00000009 - Disclosure - PROPERTY AND EQUIPMENT", "menuCat": "Notes", "order": "9", "role": "http://gz6gtechnologies.com/role/PropertyAndEquipment", "shortName": "PROPERTY AND EQUIPMENT", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "body", "html" ], "baseRef": "f10k_gz6gtechnolog.htm", "contextRef": "From2022-01-01to2022-12-31", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } } }, "segmentCount": 37, "tag": { "dei_AmendmentDescription": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Description of changes contained within amended document.", "label": "Amendment Description" } } }, "localname": "AmendmentDescription", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "stringItemType" }, "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AnnualInformationForm": { "auth_ref": [ "r410" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag with value true on a form if it is an annual report containing an annual information form.", "label": "Annual Information Form" } } }, "localname": "AnnualInformationForm", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AuditedAnnualFinancialStatements": { "auth_ref": [ "r410" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag with value true on a form if it is an annual report containing audited financial statements.", "label": "Audited Annual Financial Statements" } } }, "localname": "AuditedAnnualFinancialStatements", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r407", "r409", "r410" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r407", "r409", "r410" ], "lang": { "en-us": { "role": { "label": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r407", "r409", "r410" ], "lang": { "en-us": { "role": { "label": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CountryRegion": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Region code of country", "label": "Country Region" } } }, "localname": "CountryRegion", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAccountingStandard": { "auth_ref": [ "r409" ], "lang": { "en-us": { "role": { "documentation": "The basis of accounting the registrant has used to prepare the financial statements included in this filing This can either be 'U.S. GAAP', 'International Financial Reporting Standards', or 'Other'.", "label": "Document Accounting Standard" } } }, "localname": "DocumentAccountingStandard", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "accountingStandardItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r407", "r409", "r410" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentPeriodStartDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The start date of the period covered in the document, in YYYY-MM-DD format.", "label": "Document Period Start Date" } } }, "localname": "DocumentPeriodStartDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentQuarterlyReport": { "auth_ref": [ "r408" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an quarterly report.", "label": "Document Quarterly Report" } } }, "localname": "DocumentQuarterlyReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentRegistrationStatement": { "auth_ref": [ "r396" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a registration statement.", "label": "Document Registration Statement" } } }, "localname": "DocumentRegistrationStatement", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentShellCompanyEventDate": { "auth_ref": [ "r409" ], "lang": { "en-us": { "role": { "documentation": "Date of event requiring a shell company report.", "label": "Document Shell Company Event Date" } } }, "localname": "DocumentShellCompanyEventDate", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentShellCompanyReport": { "auth_ref": [ "r409" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true for a Shell Company Report pursuant to section 13 or 15(d) of the Exchange Act.", "label": "Document Shell Company Report" } } }, "localname": "DocumentShellCompanyReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r411" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r399" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressAddressLine2": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 2 such as Street or Suite number", "label": "Entity Address, Address Line Two" } } }, "localname": "EntityAddressAddressLine2", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressAddressLine3": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 3 such as an Office Park", "label": "Entity Address, Address Line Three" } } }, "localname": "EntityAddressAddressLine3", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCountry": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "ISO 3166-1 alpha-2 country code.", "label": "Entity Address, Country" } } }, "localname": "EntityAddressCountry", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "countryCodeItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityBankruptcyProceedingsReportingCurrent": { "auth_ref": [ "r402" ], "lang": { "en-us": { "role": { "documentation": "For registrants involved in bankruptcy proceedings during the preceding five years, the value Yes indicates that the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court; the value No indicates the registrant has not. Registrants not involved in bankruptcy proceedings during the preceding five years should not report this element.", "label": "Entity Bankruptcy Proceedings, Reporting Current" } } }, "localname": "EntityBankruptcyProceedingsReportingCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have 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 registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains." } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityExTransitionPeriod": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Indicate if an emerging growth company has elected not to use the extended transition period for complying with any new or revised financial accounting standards.", "label": "Elected Not To Use the Extended Transition Period" } } }, "localname": "EntityExTransitionPeriod", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r412" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityPrimarySicNumber": { "auth_ref": [ "r410" ], "lang": { "en-us": { "role": { "documentation": "Primary Standard Industrial Classification (SIC) Number for the Entity.", "label": "Entity Primary SIC Number" } } }, "localname": "EntityPrimarySicNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "sicNumberItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r413" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_Extension": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Extension number for local phone number.", "label": "Extension" } } }, "localname": "Extension", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_NoTradingSymbolFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a security having no trading symbol.", "label": "No Trading Symbol Flag" } } }, "localname": "NoTradingSymbolFlag", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "trueItemType" }, "dei_OtherReportingStandardItemNumber": { "auth_ref": [ "r409" ], "lang": { "en-us": { "role": { "documentation": "\"Item 17\" or \"Item 18\" specified when the basis of accounting is neither US GAAP nor IFRS.", "label": "Other Reporting Standard Item Number" } } }, "localname": "OtherReportingStandardItemNumber", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "otherReportingStandardItemNumberItemType" }, "dei_PreCommencementIssuerTenderOffer": { "auth_ref": [ "r403" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.", "label": "Pre-commencement Issuer Tender Offer" } } }, "localname": "PreCommencementIssuerTenderOffer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_PreCommencementTenderOffer": { "auth_ref": [ "r404" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.", "label": "Pre-commencement Tender Offer" } } }, "localname": "PreCommencementTenderOffer", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r397" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_Security12gTitle": { "auth_ref": [ "r401" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(g) registered security.", "label": "Title of 12(g) Security" } } }, "localname": "Security12gTitle", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r400" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_SecurityReportingObligation": { "auth_ref": [ "r405" ], "lang": { "en-us": { "role": { "documentation": "15(d), indicating whether the security has a reporting obligation under that section of the Exchange Act.", "label": "Security Reporting Obligation" } } }, "localname": "SecurityReportingObligation", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "securityReportingObligationItemType" }, "dei_SolicitingMaterial": { "auth_ref": [ "r406" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.", "label": "Soliciting Material" } } }, "localname": "SolicitingMaterial", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "dei_WrittenCommunications": { "auth_ref": [ "r414" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.", "label": "Written Communications" } } }, "localname": "WrittenCommunications", "nsuri": "http://xbrl.sec.gov/dei/2021q4", "presentation": [ "http://gz6gtechnologies.com/role/Cover" ], "xbrltype": "booleanItemType" }, "gzic_AcomManagementPartnersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Acom Management Partners [Member]" } } }, "localname": "AcomManagementPartnersMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_AdjustmentsToAdditionalPaidInCapitalConvertibleNoteAllocatedToWarrants": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Convertible note proceeds allocated to warrants" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalConvertibleNoteAllocatedToWarrants", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gzic_AdjustmentsToAdditionalPaidInCapitalDiscountDebtConvertibleNote": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Discount on debt, convertible notes issued" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalDiscountDebtConvertibleNote", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gzic_AdjustmentsToAdditionalPaidInCapitalWarrantIssuedFinancingCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Warrants issued as financing cost" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalWarrantIssuedFinancingCosts", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gzic_ColemanSmithMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Coleman Smith [Member]" } } }, "localname": "ColemanSmithMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_ColemanSmithPresidentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Coleman Smith, President [Member]" } } }, "localname": "ColemanSmithPresidentMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails" ], "xbrltype": "domainItemType" }, "gzic_CommonStockCommitmentPerSharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock Commitment Per Share Price.", "label": "Commitment price per share" } } }, "localname": "CommonStockCommitmentPerSharePrice", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "perShareItemType" }, "gzic_CommonStockCommitmentRemainingAmountCommitted": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Maximum commited amount for stock" } } }, "localname": "CommonStockCommitmentRemainingAmountCommitted", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_ConsultingAgreementExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Common stock issued under consulting agreement" } } }, "localname": "ConsultingAgreementExpense", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_ContractLiabilities": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Contract liabilities.", "label": "Contract liabilities (Customer deposits)\u00a0(1), (2), (a), (b), (c)", "verboseLabel": "[custom:ContractLiabilities-0]" } } }, "localname": "ContractLiabilities", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative", "http://gz6gtechnologies.com/role/FollowingTableProvidesBalancesOfCustomerReceivablesAndContractLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "gzic_ConversionOfStockBeneficialConversionFeature": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Debt discount related to convertible notes and warrants" } } }, "localname": "ConversionOfStockBeneficialConversionFeature", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_ConversionOfStockCashlessWarrants": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Cashless warrant exercise" } } }, "localname": "ConversionOfStockCashlessWarrants", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_ConvertibleDebtCurrentAndNonCurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Shares issued under conversion" } } }, "localname": "ConvertibleDebtCurrentAndNonCurrent", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails" ], "xbrltype": "monetaryItemType" }, "gzic_ConvertibleDebtInterestPayable": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Interest payable settlement amount" } } }, "localname": "ConvertibleDebtInterestPayable", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_ConvertibleDebtPrincipalPayment": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Net cash settlement of the outstanding principal amount" } } }, "localname": "ConvertibleDebtPrincipalPayment", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_ConvertibleDebtsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Convertible Debts [Member]" } } }, "localname": "ConvertibleDebtsMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/DebtTables", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails", "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "domainItemType" }, "gzic_ConvertibleNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Convertible Notes [Member]" } } }, "localname": "ConvertibleNotesMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails" ], "xbrltype": "domainItemType" }, "gzic_ConvertibleNotesPayableNetDisbursement": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Total disbursement of convertible note" } } }, "localname": "ConvertibleNotesPayableNetDisbursement", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_ConvertiblePromissoryNoteMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Convertible Promissory Note [Member]" } } }, "localname": "ConvertiblePromissoryNoteMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/DebtTables", "http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableConvertiblePromissoryNoteDetails" ], "xbrltype": "domainItemType" }, "gzic_CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "CUSTOMER DEPOSITS, CONTRACT RECEIVABLES AND CONTRACT LIABILITIES" } } }, "localname": "CustomerDepositsContractReceivablesAndContractLiabilitiesTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilities" ], "xbrltype": "textBlockItemType" }, "gzic_DebtCarryingLongTermNet": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "DebtCarryingLongTermNet", "verboseLabel": "Total" } } }, "localname": "DebtCarryingLongTermNet", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails" ], "xbrltype": "monetaryItemType" }, "gzic_DebtConversionOriginalDebtAmountToRelatedParties": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Shares issued to settle debt, related party" } } }, "localname": "DebtConversionOriginalDebtAmountToRelatedParties", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_DebtConversionSharesIssuedAccruedInterestPayable": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Shares issued under notices of conversion, accrued interest payable" } } }, "localname": "DebtConversionSharesIssuedAccruedInterestPayable", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_DebtConversionSharesIssuedOriginalDebtPrincipalAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Shares issued under notices of conversion, principal" } } }, "localname": "DebtConversionSharesIssuedOriginalDebtPrincipalAmount", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_DebtConversionSharesIssuedToTransferAgent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Shares issued under notices of conversion, accounts payable" } } }, "localname": "DebtConversionSharesIssuedToTransferAgent", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_DebtForgiveness": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 3.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "label": "PPP loan forgiveness" } } }, "localname": "DebtForgiveness", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "gzic_DebtInstrumentAmortizedDiscountNoncurrent": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Debt discount amortized" } } }, "localname": "DebtInstrumentAmortizedDiscountNoncurrent", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_DebtInstrumentConvertiblePromissoryNotePrincipal": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "DebtInstrumentConvertiblePromissoryNotePrincipal", "verboseLabel": "Principal" } } }, "localname": "DebtInstrumentConvertiblePromissoryNotePrincipal", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails" ], "xbrltype": "monetaryItemType" }, "gzic_DebtInstrumentRepaidPrincipal": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "DebtInstrumentRepaidPrincipal", "negatedLabel": "Repaid to principal" } } }, "localname": "DebtInstrumentRepaidPrincipal", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails" ], "xbrltype": "monetaryItemType" }, "gzic_DebtInstrumentStockSettledLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "DebtInstrumentStockSettledLiability", "verboseLabel": "Stock-settled liability" } } }, "localname": "DebtInstrumentStockSettledLiability", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails" ], "xbrltype": "monetaryItemType" }, "gzic_DebtInstrumentsUnamortizedDiscount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Liability on stock settled debt" } } }, "localname": "DebtInstrumentsUnamortizedDiscount", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_DebtRelatedParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of debt, related party.", "label": "Balance", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance" } } }, "localname": "DebtRelatedParty", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInDebtToRelatedPartyOnOurBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "gzic_DiagonalLendingLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Diagonal Lending L L C [Member]" } } }, "localname": "DiagonalLendingLLCMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_DisclosureCustomerDepositsContractReceivablesAndContractLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Customer Deposits Contract Receivables And Contract Liabilities", "verboseLabel": "Following Table Provides Balances Of Customer Receivables And Contract Liabilities" } } }, "localname": "DisclosureCustomerDepositsContractReceivablesAndContractLiabilitiesAbstract", "nsuri": "http://gz6gtechnologies.com/20221231", "xbrltype": "stringItemType" }, "gzic_DisclosureOperatingLeaseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Lease", "verboseLabel": "Future Minimum Lease Payments In Respect Of Above Leases" } } }, "localname": "DisclosureOperatingLeaseAbstract", "nsuri": "http://gz6gtechnologies.com/20221231", "xbrltype": "stringItemType" }, "gzic_DisclosurePrepaidExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Prepaid Expenses" } } }, "localname": "DisclosurePrepaidExpensesAbstract", "nsuri": "http://gz6gtechnologies.com/20221231", "xbrltype": "stringItemType" }, "gzic_DuringPeriodLoanPayableNet": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Net loan amount funded" } } }, "localname": "DuringPeriodLoanPayableNet", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_ELOCHoldingsCorpMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ELOC Holdings Corp. [Member]" } } }, "localname": "ELOCHoldingsCorpMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails" ], "xbrltype": "domainItemType" }, "gzic_ELOCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "E L O C [Member]" } } }, "localname": "ELOCMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_EarningsPerSharesBasicAndDiluted": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Basic and diluted net loss per common share" } } }, "localname": "EarningsPerSharesBasicAndDiluted", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "perShareItemType" }, "gzic_ExtinguishmentOfDebtGainLossCommonStock": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Issuance of 1,538,462\u00a0and 2,051 282 shares of common stock, respectively", "verboseLabel": "Issuance of 21,990,255\u00a0shares of common stock" } } }, "localname": "ExtinguishmentOfDebtGainLossCommonStock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "monetaryItemType" }, "gzic_ExtinguishmentOfDebtGainLossInterestPayable": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Accrued interest payable" } } }, "localname": "ExtinguishmentOfDebtGainLossInterestPayable", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "monetaryItemType" }, "gzic_ExtinguishmentOfDebtGainLossInterestPayableFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Accrued interest fair value" } } }, "localname": "ExtinguishmentOfDebtGainLossInterestPayableFairValue", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_ExtinguishmentOfDebtGainLossInterestPayableFeeOfFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Accrued interest payable fee of fair value" } } }, "localname": "ExtinguishmentOfDebtGainLossInterestPayableFeeOfFairValue", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_ExtinguishmentOfDebtGainLossServiceFee": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Transfer agent fee" } } }, "localname": "ExtinguishmentOfDebtGainLossServiceFee", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "monetaryItemType" }, "gzic_FinancingCost": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Common stock issued as financing cost" } } }, "localname": "FinancingCost", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_FinancingCostWarrantIssued": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "FinancingCostWarrantIssued", "verboseLabel": "Warrants issued as financing cost" } } }, "localname": "FinancingCostWarrantIssued", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_FixedAssetsReclassifyAdvertisingExpense": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "A amount of fixed assets reclassify advertising expense.", "label": "Fixed assets reclassify to advertising expense" } } }, "localname": "FixedAssetsReclassifyAdvertisingExpense", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_GainLossOnDisposition": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 2.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "label": "Gain (loss) on debt extinguishment" } } }, "localname": "GainLossOnDisposition", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "gzic_GainLossOnExtinguishmentOfDebtTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Gain related to extinguishment" } } }, "localname": "GainLossOnExtinguishmentOfDebtTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "gzic_GainsLossesOnConversionOfNotes": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "(Gain) loss upon note conversions" } } }, "localname": "GainsLossesOnConversionOfNotes", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_GainsLossesOnExtinguishmentOfDebtStockSettledLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Stock-settled liability" } } }, "localname": "GainsLossesOnExtinguishmentOfDebtStockSettledLiability", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails" ], "xbrltype": "monetaryItemType" }, "gzic_GeneralAdministrativeToRelatedParties": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 4.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "General and administrative, related parties" } } }, "localname": "GeneralAdministrativeToRelatedParties", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "gzic_GreenZebraMediaCorpMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Green Zebra Media Corp [Member]" } } }, "localname": "GreenZebraMediaCorpMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_IncomeRelatedToContract": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Revenues" } } }, "localname": "IncomeRelatedToContract", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_IncomeRelatedToContractsRevenue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "[custom:IncomeRelatedToContractsRevenue]" } } }, "localname": "IncomeRelatedToContractsRevenue", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_IncreaseDecreaseInCustomerDeposits1": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase Decrease In Customer Deposits1", "label": "Decrease in\u00a0deferred revenue" } } }, "localname": "IncreaseDecreaseInCustomerDeposits1", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_IncreaseDecreaseInRelatedPartiesPayables": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "A amount of increase in related parties payables.", "label": "Increase in\u00a0related party payables" } } }, "localname": "IncreaseDecreaseInRelatedPartiesPayables", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_InsuranceAgencyManagementFeeAccrued": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Accrued management fee" } } }, "localname": "InsuranceAgencyManagementFeeAccrued", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_InterestExpenseRelatedPartyDisclosureTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "The interest expenses related to above loans are as follows" } } }, "localname": "InterestExpenseRelatedPartyDisclosureTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsTables" ], "xbrltype": "textBlockItemType" }, "gzic_InterestIncomeInterestExpenseDisclosureTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of the interest expense related to the tranches" } } }, "localname": "InterestIncomeInterestExpenseDisclosureTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "gzic_InterestIncomeInterestExpensePromissoryNoteDisclosureTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "The interest expenses for the convertible promissory note are as follows" } } }, "localname": "InterestIncomeInterestExpensePromissoryNoteDisclosureTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "gzic_InterestOnConvertibleDebtSharesIssued": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "InterestOnConvertibleDebtSharesIssued", "verboseLabel": "Shares issued under conversion" } } }, "localname": "InterestOnConvertibleDebtSharesIssued", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails" ], "xbrltype": "monetaryItemType" }, "gzic_InterestOnConvertibleDebtsNetOfTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Interest expense on the convertible note", "verboseLabel": "Interest expense on the convertible notes" } } }, "localname": "InterestOnConvertibleDebtsNetOfTax", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableConvertiblePromissoryNoteDetails" ], "xbrltype": "monetaryItemType" }, "gzic_InterestOnConvertibleDebtsNetOfTaxPreviousPeriod": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Interest expense on the convertible notes" } } }, "localname": "InterestOnConvertibleDebtsNetOfTaxPreviousPeriod", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails" ], "xbrltype": "monetaryItemType" }, "gzic_InterestPayableMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Interest Payable [Member]" } } }, "localname": "InterestPayableMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails" ], "xbrltype": "domainItemType" }, "gzic_InterestPayablesCurrentAndNoncurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "InterestPayablesCurrentAndNoncurrent", "periodEndLabel": "Balance, December 31, 2022", "periodStartLabel": "Balance, December 31, 2021" } } }, "localname": "InterestPayablesCurrentAndNoncurrent", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableConvertiblePromissoryNoteDetails" ], "xbrltype": "monetaryItemType" }, "gzic_InterestPayablesCurrentAndNoncurrentPreviousPeriods": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Balance, December 31, 2020" } } }, "localname": "InterestPayablesCurrentAndNoncurrentPreviousPeriods", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails" ], "xbrltype": "monetaryItemType" }, "gzic_InterestsPayablesCurrentAndNoncurrent": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "InterestsPayablesCurrentAndNoncurrent", "periodEndLabel": "Ending Balance", "periodStartLabel": "Beginning Balance" } } }, "localname": "InterestsPayablesCurrentAndNoncurrent", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails" ], "xbrltype": "monetaryItemType" }, "gzic_JHDerbieMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "J H Derbie [Member]" } } }, "localname": "JHDerbieMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_LesseeOperatingLeaseLiabilityPaymentsImuptedInterest": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Less: imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsImuptedInterest", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "gzic_LoanForgiveness": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "LoanForgiveness", "verboseLabel": "PPP loan forgiveness" } } }, "localname": "LoanForgiveness", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_LoanTreatyAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Loan Treaty Agreement [Member]" } } }, "localname": "LoanTreatyAgreementMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/DebtTables", "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails" ], "xbrltype": "domainItemType" }, "gzic_LongTermDebtGross": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "LongTermDebtGross", "verboseLabel": "Total" } } }, "localname": "LongTermDebtGross", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails" ], "xbrltype": "monetaryItemType" }, "gzic_LossOnExtinguishmentOfDebtTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of loss related to extinguishment" } } }, "localname": "LossOnExtinguishmentOfDebtTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "gzic_MastHillFundLPMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Mast Hill Fund L P [Member]" } } }, "localname": "MastHillFundLPMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_MastHillMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Mast Hill [Member]" } } }, "localname": "MastHillMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_NationalFundingIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "National Funding Inc [Member]" } } }, "localname": "NationalFundingIncMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_OfficeEquipmentGross": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation of additions oroffice equipment to assets held under a lease arrangement.", "label": "Office equipment" } } }, "localname": "OfficeEquipmentGross", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/PropertyAndEquipmentNetConsistsOfFollowingDetails" ], "xbrltype": "monetaryItemType" }, "gzic_OriginalIssueDiscountPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Original Issue Discount" } } }, "localname": "OriginalIssueDiscountPolicyTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "gzic_OutstandingClaimBalance": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Outstanding of claim amount" } } }, "localname": "OutstandingClaimBalance", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_PaycheckProtectionProgramMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Paycheck Protection Program [Member]" } } }, "localname": "PaycheckProtectionProgramMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_PaymentsOfCovertibleNoteLoanCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "PaymentsOfCovertibleNoteLoanCosts", "negatedLabel": "Promissory Notes for funding provided" } } }, "localname": "PaymentsOfCovertibleNoteLoanCosts", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInDebtToRelatedPartyOnOurBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "gzic_PaymentsOfSharesIssuedToSettleDebt": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "PaymentsOfSharesIssuedToSettleDebt", "negatedLabel": "Shares issued to settle debt" } } }, "localname": "PaymentsOfSharesIssuedToSettleDebt", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInDebtToRelatedPartyOnOurBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "gzic_PrepaidExpensesDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "PREPAID EXPENSES" } } }, "localname": "PrepaidExpensesDisclosureTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/PrepaidExpenses" ], "xbrltype": "textBlockItemType" }, "gzic_ProceedFromCreditOfLeaseholderImprovement": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Proceeds from credit for leasehold improvements" } } }, "localname": "ProceedFromCreditOfLeaseholderImprovement", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_ProceedsFromSubscriptionReceivable": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "A amount of Proceeds from subscription receivable.", "label": "Proceeds from subscription receivable" } } }, "localname": "ProceedsFromSubscriptionReceivable", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_ReceivedTrancheDepositsForAggregateAmount": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of Received tranche deposits for aggregate amount.", "label": "Received tranche deposits for aggregate amount" } } }, "localname": "ReceivedTrancheDepositsForAggregateAmount", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_RefundOfRepaymentLoant": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "label": "Refund from PPP loan" } } }, "localname": "RefundOfRepaymentLoant", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_RelatedPartyDebtCurrent": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 5.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "label": "Debt, related parties" } } }, "localname": "RelatedPartyDebtCurrent", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "gzic_RemainedOutstandingBalance": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Remained outstanding balance" } } }, "localname": "RemainedOutstandingBalance", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_RentExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Basic month of first year" } } }, "localname": "RentExpense", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/OperatingLeaseDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_RentExpenseCurrentFiscalEnd": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Approximate rent end of the year" } } }, "localname": "RentExpenseCurrentFiscalEnd", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/OperatingLeaseDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_RentExpenseSecondTermPayment": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Basic rent after six months of lease" } } }, "localname": "RentExpenseSecondTermPayment", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/OperatingLeaseDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_RepaidInterestOnConvertibleDebtNetOfTax": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Repaid in cash" } } }, "localname": "RepaidInterestOnConvertibleDebtNetOfTax", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails" ], "xbrltype": "monetaryItemType" }, "gzic_RepaymentsOfDaliyDebtMaturing": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "label": "Repayments of daily short term debt" } } }, "localname": "RepaymentsOfDaliyDebtMaturing", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "gzic_RepaymentsOfLongTermLonePayables": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Repayment of loan payable" } } }, "localname": "RepaymentsOfLongTermLonePayables", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_ResellerAgreement": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Reseller agreement.", "label": "Reseller agreement (1)" } } }, "localname": "ResellerAgreement", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/PrepaidExpensesDetails" ], "xbrltype": "monetaryItemType" }, "gzic_ScheduleOfAccountsPayableAndAccruedLiabilitiesPromissoryNoteTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of the accrued interest payable convertible promissory note" } } }, "localname": "ScheduleOfAccountsPayableAndAccruedLiabilitiesPromissoryNoteTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "gzic_ScheduleOfContractWithCustomerReceivablesAndContractLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "The following table provides balances of customer receivables and contract liabilities" } } }, "localname": "ScheduleOfContractWithCustomerReceivablesAndContractLiabilitiesTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesTables" ], "xbrltype": "textBlockItemType" }, "gzic_ScheduleOfDebtCarryingValueTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of the carrying value of the tranches" } } }, "localname": "ScheduleOfDebtCarryingValueTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "gzic_ScheduleOfDefaultJudgementTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Schedule of default judgement" } } }, "localname": "ScheduleOfDefaultJudgementTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsTables" ], "xbrltype": "textBlockItemType" }, "gzic_ScheduleOfPromissoryNotetCarryingValueTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "The carrying value of this convertible promissory note is as follows" } } }, "localname": "ScheduleOfPromissoryNotetCarryingValueTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "gzic_ScheduleOfRelatedPartyPayablesTransactionsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "The following amounts are included in related party payables" } } }, "localname": "ScheduleOfRelatedPartyPayablesTransactionsTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsTables" ], "xbrltype": "textBlockItemType" }, "gzic_SeriesAPreferredStocksMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Series A Preferred Stocks [Member]" } } }, "localname": "SeriesAPreferredStocksMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails" ], "xbrltype": "domainItemType" }, "gzic_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValuePerShare": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stock Price" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValuePerShare", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails" ], "xbrltype": "perShareItemType" }, "gzic_SharePurchaseWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share Purchase Warrants [Member]" } } }, "localname": "SharePurchaseWarrantsMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails", "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "domainItemType" }, "gzic_ShortTermDebtInterestIncomesAndInterestExpensesDisclosureTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "The interest expenses related to the SBA loan are as follows" } } }, "localname": "ShortTermDebtInterestIncomesAndInterestExpensesDisclosureTableTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "gzic_SmallBusinessAdministrationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Small Business Administration [Member]" } } }, "localname": "SmallBusinessAdministrationMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/DebtTables", "http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails" ], "xbrltype": "domainItemType" }, "gzic_SoftwareGross": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation of additions orsoftware to assets held under a lease arrangement.", "label": "Software" } } }, "localname": "SoftwareGross", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/PropertyAndEquipmentNetConsistsOfFollowingDetails" ], "xbrltype": "monetaryItemType" }, "gzic_SponsorshipMarketingAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Sponsorship Marketing Agreement [Member]" } } }, "localname": "SponsorshipMarketingAgreementMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_StockIssuedDuringPeriodSharesConversionOfConvertibleDebtSecurities": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Number of accumulated shares issued for conversion of interest payable" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleDebtSecurities", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "sharesItemType" }, "gzic_StockIssuedDuringPeriodSharesConversionOfConvertibleNote": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Issuance of common stock for debt conversion, shares" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleNote", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "gzic_StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesCommonStock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesCommonStock", "verboseLabel": "Number of cashless warrants exercise" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesCommonStock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "sharesItemType" }, "gzic_StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesToRelatedParties": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Issuance of common stock for debt, related party, shares", "verboseLabel": "Issuance of common stock for settlement of debt related party, shares" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesToRelatedParties", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "gzic_StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesWarrants": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Number of cashless warrants exercise" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecuritiesWarrants", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "sharesItemType" }, "gzic_StockIssuedDuringPeriodSharesEmployeeBenefitCashlessExcerciseWarrants": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Issuance of common stock for cashless exercise of warrants, shares" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeBenefitCashlessExcerciseWarrants", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "gzic_StockIssuedDuringPeriodSharesExcerciseCashlessWarrants": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Shares issued excercise of a cashless warrants, shares" } } }, "localname": "StockIssuedDuringPeriodSharesExcerciseCashlessWarrants", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "sharesItemType" }, "gzic_StockIssuedDuringPeriodSharesFinancingCosts": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Shares issued as financing cost, shares" } } }, "localname": "StockIssuedDuringPeriodSharesFinancingCosts", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "gzic_StockIssuedDuringPeriodSharesIssuedForConversion": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Common stock issued for conversion" } } }, "localname": "StockIssuedDuringPeriodSharesIssuedForConversion", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "sharesItemType" }, "gzic_StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesToRelatedParties": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Issuance of common stock for debt, related party", "verboseLabel": "Issuance of common stock for settlement of debt, related party" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfConvertibleSecuritiesToRelatedParties", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gzic_StockIssuedDuringPeriodValueEmployeeBenefitCashlessExcercise": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Issuance of common stock for cashless exercise of warrants" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeBenefitCashlessExcercise", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gzic_StockIssuedDuringPeriodValueFinancingCosts": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "label": "Shares issued as financing cost" } } }, "localname": "StockIssuedDuringPeriodValueFinancingCosts", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "gzic_StockPurchaseWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stock Purchase Warrants [Member]" } } }, "localname": "StockPurchaseWarrantsMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails" ], "xbrltype": "domainItemType" }, "gzic_StockSettledDebtLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "A amount of stock-settled debt liability.", "label": "Stock-settled debt liability for issued convertible debt" } } }, "localname": "StockSettledDebtLiability", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "gzic_StockSettledDebtPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stock Settled Debt" } } }, "localname": "StockSettledDebtPolicyTextBlock", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "gzic_TerrenceFlowersMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Terrence Flowers [Member]" } } }, "localname": "TerrenceFlowersMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails", "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_TreatyAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Treaty Agreement [Member]" } } }, "localname": "TreatyAgreementMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_WeightedAverageNumbesrOfSharesOutstandingBasicAndDiluted": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Weighted average shares, basic and diluted" } } }, "localname": "WeightedAverageNumbesrOfSharesOutstandingBasicAndDiluted", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "sharesItemType" }, "gzic_WilliamColemanSmithMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "William Coleman Smith [Member]" } } }, "localname": "WilliamColemanSmithMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "domainItemType" }, "gzic_WorldAmberCorporationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "World Amber Corporation [Member]" } } }, "localname": "WorldAmberCorporationMember", "nsuri": "http://gz6gtechnologies.com/20221231", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r300", "r348", "r366", "r375", "r376", "r390", "r391", "r395", "r434", "r443", "r444", "r445", "r446", "r447", "r448" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r300", "r348", "r366", "r375", "r376", "r390", "r391", "r395", "r434", "r443", "r444", "r445", "r446", "r447", "r448" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r298", "r300", "r347", "r348", "r366", "r375", "r376", "r390", "r391", "r395", "r434", "r444", "r445", "r446", "r447", "r448" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r298", "r300", "r347", "r348", "r366", "r375", "r376", "r390", "r391", "r395", "r434", "r444", "r445", "r446", "r447", "r448" ], "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AcceleratedShareRepurchasesSettlementPaymentOrReceipt": { "auth_ref": [ "r97" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash receipt from (payment to) bank; or stock received from (issuance to) bank in the settlement of the accelerated share repurchase agreement.", "label": "Accelerated Share Repurchases, Settlement (Payment) or Receipt" } } }, "localname": "AcceleratedShareRepurchasesSettlementPaymentOrReceipt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PrepaidExpensesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountingPoliciesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Accounting Policies [Abstract]" } } }, "localname": "AccountingPoliciesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrent": { "auth_ref": [ "r29" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date and due within one year (or the operating cycle, if longer), including liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received, taxes, interest, rent and utilities, accrued salaries and bonuses, payroll taxes and fringe benefits.", "label": "Accounts payable and accrued expenses" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsPayableRelatedPartiesCurrent": { "auth_ref": [ "r27", "r135", "r136", "r424" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount for accounts payable to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Related party payables" } } }, "localname": "AccountsPayableRelatedPartiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNetCurrent": { "auth_ref": [ "r170", "r233", "r234", "r379" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business, classified as current.", "label": "Accounts receivable, net" } } }, "localname": "AccountsReceivableNetCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r23", "r83" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedLabel": "Less: accumulated depreciation and amortization" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PropertyAndEquipmentNetConsistsOfFollowingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Accumulated Other Comprehensive Income (Loss) [Line Items]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_AccumulatedOtherComprehensiveIncomeLossTable": { "auth_ref": [ "r175", "r176", "r323", "r324", "r325", "r326", "r327", "r328" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about components of accumulated other comprehensive income (loss).", "label": "Accumulated Other Comprehensive Income (Loss) [Table]" } } }, "localname": "AccumulatedOtherComprehensiveIncomeLossTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r15", "r304", "r394" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional paid in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r301", "r302", "r303", "r425", "r426", "r427", "r436" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to reconcile net loss to net cash used in operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_AmortizationOfFinancingCosts": { "auth_ref": [ "r43", "r276", "r331", "r420" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt issuance costs.", "label": "Interest expense on notes", "verboseLabel": "Interest expense on note" } } }, "localname": "AmortizationOfFinancingCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AmortizationOfFinancingCostsAndDiscounts": { "auth_ref": [ "r276", "r331", "r388", "r389", "r420" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to debt discount (premium) and debt issuance costs.", "label": "Amortization of debt discount and issuance cost" } } }, "localname": "AmortizationOfFinancingCostsAndDiscounts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount": { "auth_ref": [ "r209" ], "lang": { "en-us": { "role": { "documentation": "Securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) or earnings per unit (EPU) in the future that were not included in the computation of diluted EPS or EPU because to do so would increase EPS or EPU amounts or decrease loss per share or unit amounts for the period presented.", "label": "Antidilutive securities Eecluded from computation shares amount" } } }, "localname": "AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_Assets": { "auth_ref": [ "r137", "r150", "r188", "r221", "r224", "r228", "r235", "r243", "r244", "r246", "r247", "r248", "r249", "r250", "r252", "r253", "r314", "r318", "r322", "r394", "r432", "r433", "r441" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "TOTAL ASSETS" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "ASSETS" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsCurrent": { "auth_ref": [ "r1", "r3", "r41", "r188", "r235", "r243", "r244", "r246", "r247", "r248", "r249", "r250", "r252", "r253", "r314", "r318", "r322", "r394", "r432", "r433", "r441" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are expected to be realized in cash, sold, or consumed within one year (or the normal operating cycle, if longer). Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Current", "totalLabel": "Total current assets" } } }, "localname": "AssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current assets" } } }, "localname": "AssetsCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r101", "r117" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CapitalLeaseObligationsNoncurrent": { "auth_ref": [ "r164", "r165", "r166" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount equal to the present value (the principal) at the beginning of the lease term of minimum lease payments during the lease term (excluding that portion of the payments representing executory costs such as insurance, maintenance, and taxes to be paid by the lessor, together with any profit thereon) net of payments or other amounts applied to the principal, through the balance sheet date and due to be paid more than one year (or one operating cycle, if longer) after the balance sheet date.", "label": "Annual initial payment" } } }, "localname": "CapitalLeaseObligationsNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r5", "r64" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents": { "auth_ref": [ "r57", "r63", "r69" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage. Excludes amount for disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents", "periodEndLabel": "Cash-end of year", "periodStartLabel": "Cash-beginning of year" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalents", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect": { "auth_ref": [ "r57", "r129" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; excluding effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash and Restricted Cash Equivalents, Period Increase (Decrease), Excluding Exchange Rate Effect", "totalLabel": "Net increase (decrease) in cash" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashEquivalentsAtCarryingValue": { "auth_ref": [ "r20" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash" } } }, "localname": "CashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFDICInsuredAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of cash deposited in financial institutions as of the balance sheet date that is insured by the Federal Deposit Insurance Corporation.", "label": "FDIC insured limit excess amount" } } }, "localname": "CashFDICInsuredAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "NON-CASH INVESTING AND FINANCING ACTIVITIES" } } }, "localname": "CashFlowNoncashInvestingAndFinancingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r188", "r203", "r204", "r207", "r208", "r211", "r212", "r235", "r243", "r246", "r247", "r248", "r252", "r253", "r283", "r284", "r286", "r290", "r322", "r377", "r416", "r421", "r428" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock." } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical", "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsDisclosureTextBlock": { "auth_ref": [ "r86" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant arrangements with third parties, which includes operating lease arrangements and arrangements in which the entity has agreed to expend funds to procure goods or services, or has agreed to commit resources to supply goods or services, and operating lease arrangements. Descriptions may include identification of the specific goods and services, period of time covered, minimum quantities and amounts, and cancellation rights.", "label": "COMMITMENTS" } } }, "localname": "CommitmentsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/Commitments" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r425", "r426", "r436" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, par value" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, shares authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, shares issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r14", "r94" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, shares outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r14", "r394" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common stock, $0.001\u00a0par,\u00a01,000,000,000\u00a0shares authorized, 70,837,511\u00a0and\u00a025,177,973 shares issued and outstanding at December 31, 2022 and 2021, respectively" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_CompensationRelatedCostsPolicyTextBlock": { "auth_ref": [ "r103" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for salaries, bonuses, incentive awards, postretirement and postemployment benefits granted to employees, including equity-based arrangements; discloses methodologies for measurement, and the bases for recognizing related assets and liabilities and recognizing and reporting compensation expense.", "label": "Stock-Based Compensation" } } }, "localname": "CompensationRelatedCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConcentrationRiskCreditRisk": { "auth_ref": [ "r148", "r215" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for credit risk.", "label": "Concentration of Credit Risk" } } }, "localname": "ConcentrationRiskCreditRisk", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r122", "r380" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConvertibleDebt": { "auth_ref": [ "r11", "r139", "r153" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Including the current and noncurrent portions, carrying amount of debt identified as being convertible into another form of financial instrument (typically the entity's common stock) as of the balance sheet date, which originally required full repayment more than twelve months after issuance or greater than the normal operating cycle of the company.", "label": "Net amount of convertible note", "verboseLabel": "Promissory note principal amount" } } }, "localname": "ConvertibleDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleDebtCurrent": { "auth_ref": [ "r9" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 4.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of the carrying value of long-term convertible debt as of the balance sheet date that is scheduled to be repaid within one year or in the normal operating cycle if longer. Convertible debt is a financial instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.", "label": "Debt, current portion" } } }, "localname": "ConvertibleDebtCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleNotesPayable": { "auth_ref": [ "r11", "r139", "r152", "r160" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Including the current and noncurrent portions, carrying value as of the balance sheet date of a written promise to pay a note, initially due after one year or beyond the operating cycle if longer, which can be exchanged for a specified amount of one or more securities (typically common stock), at the option of the issuer or the holder.", "label": "Convertible promissory note", "verboseLabel": "Convertible promissory note purchase price" } } }, "localname": "ConvertibleNotesPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ConvertibleNotesPayableCurrent": { "auth_ref": [ "r32" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 6.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of the portion of long-term debt due within one year or the operating cycle if longer identified as Convertible Notes Payable. Convertible Notes Payable is a written promise to pay a note which can be exchanged for a specified amount of another, related security, at the option of the issuer and the holder.", "label": "Convertible notes, net of debt discount" } } }, "localname": "ConvertibleNotesPayableCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets", "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostOfRevenue": { "auth_ref": [ "r45", "r188", "r235", "r243", "r244", "r246", "r247", "r248", "r249", "r250", "r252", "r253", "r322", "r432" ], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate cost of goods produced and sold and services rendered during the reporting period.", "label": "Cost of revenue" } } }, "localname": "CostOfRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_CustomerFunds": { "auth_ref": [ "r25" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of amounts received from and refundable to customers unless used by them to obtain goods and services from the entity.", "label": "Customer receivables\u00a0(1)" } } }, "localname": "CustomerFunds", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FollowingTableProvidesBalancesOfCustomerReceivablesAndContractLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r93", "r186", "r259", "r260", "r261", "r262", "r263", "r264", "r265", "r270", "r277", "r278", "r279" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "DEBT" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/Debt" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAnnualPrincipalPayment": { "auth_ref": [ "r11" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the total principal payments made during the annual reporting period.", "label": "Annual principal payment" } } }, "localname": "DebtInstrumentAnnualPrincipalPayment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r9", "r10", "r11", "r138", "r139", "r149", "r189", "r254", "r255", "r256", "r257", "r258", "r260", "r266", "r267", "r268", "r269", "r271", "r272", "r273", "r274", "r275", "r276", "r332", "r385", "r386", "r387", "r388", "r389", "r422" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/DebtTables", "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableConvertiblePromissoryNoteDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails", "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentCarryingAmount": { "auth_ref": [ "r11", "r139", "r149", "r280" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, before unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but is not limited to, notes payable, bonds payable, commercial loans, mortgage loans, convertible debt, subordinated debt and other types of debt.", "label": "Principal" } } }, "localname": "DebtInstrumentCarryingAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r131", "r133", "r254", "r332", "r386", "r387" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Paycheck protection program received amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentFeeAmount": { "auth_ref": [ "r35" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the fee that accompanies borrowing money under the debt instrument.", "label": "Origination fee" } } }, "localname": "DebtInstrumentFeeAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateDuringPeriod": { "auth_ref": [ "r34", "r131", "r273" ], "lang": { "en-us": { "role": { "documentation": "The average effective interest rate during the reporting period.", "label": "Interest rate" } } }, "localname": "DebtInstrumentInterestRateDuringPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r34", "r255" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Interest percentage", "verboseLabel": "Interest rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r36", "r189", "r254", "r255", "r256", "r257", "r258", "r260", "r266", "r267", "r268", "r269", "r271", "r272", "r273", "r274", "r275", "r276", "r332", "r385", "r386", "r387", "r388", "r389", "r422" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities." } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/DebtTables", "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableConvertiblePromissoryNoteDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails", "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentPeriodicPayment": { "auth_ref": [ "r36", "r147" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the required periodic payments including both interest and principal payments.", "label": "Loan repayment amount" } } }, "localname": "DebtInstrumentPeriodicPayment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentPeriodicPaymentInterest": { "auth_ref": [ "r36" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the required periodic payments applied to interest.", "label": "Loan repayment interest" } } }, "localname": "DebtInstrumentPeriodicPaymentInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentPeriodicPaymentPrincipal": { "auth_ref": [ "r36" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the required periodic payments applied to principal.", "label": "xdx_90D_eus-gaap--DebtInstrumentPeriodicPaymentPrincipal_c20220101__20220930__us-gaap--DebtInstrumentAxis__custom--PaycheckProtectionProgramMember_zUrUcQupNi9b" } } }, "localname": "DebtInstrumentPeriodicPaymentPrincipal", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscount": { "auth_ref": [ "r130", "r133", "r435" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of debt discount.", "label": "Debt Instrument, Unamortized Discount", "negatedLabel": "Unamortized debt discount" } } }, "localname": "DebtInstrumentUnamortizedDiscount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscountCurrent": { "auth_ref": [ "r130", "r133" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of debt discount to be amortized within one year or within the normal operating cycle, if longer.", "label": "Stock settled debt", "verboseLabel": "Stock-settled liability" } } }, "localname": "DebtInstrumentUnamortizedDiscountCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscountNoncurrent": { "auth_ref": [ "r130", "r133" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of debt discount to be amortized after one year or the normal operating cycle, if longer.", "label": "Debt discount" } } }, "localname": "DebtInstrumentUnamortizedDiscountNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtPolicyTextBlock": { "auth_ref": [ "r90" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy related to debt. Includes, but is not limited to, debt issuance costs, the effects of refinancings, method of amortizing debt issuance costs and original issue discount, and classifications of debt.", "label": "Debt Issue Costs" } } }, "localname": "DebtPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]" } } }, "localname": "DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock": { "auth_ref": [ "r25" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the amounts paid in advance for capitalized costs that will be expensed with the passage of time or the occurrence of a triggering event, and will be charged against earnings within one year or the normal operating cycle, if longer; the aggregate carrying amount of current assets, not separately presented elsewhere in the balance sheet; and other deferred costs.", "label": "Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Table Text Block]", "verboseLabel": "Prepaid expenses" } } }, "localname": "DeferredCostsCapitalizedPrepaidAndOtherAssetsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PrepaidExpensesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_DeferredIncome": { "auth_ref": [ "r431" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income excluding obligation to transfer product and service to customer for which consideration has been received or is receivable.", "label": "Deferred income" } } }, "localname": "DeferredIncome", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenue": { "auth_ref": [ "r171" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable.", "label": "Deferred Revenue", "verboseLabel": "Deferred revenue" } } }, "localname": "DeferredRevenue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredRevenueCurrent": { "auth_ref": [ "r171" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income and obligation to transfer product and service to customer for which consideration has been received or is receivable, classified as current.", "label": "Deferred revenue" } } }, "localname": "DeferredRevenueCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_Deposits": { "auth_ref": [ "r142" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate of all deposit liabilities held by the entity, including foreign and domestic, interest and noninterest bearing; may include demand deposits, saving deposits, Negotiable Order of Withdrawal (NOW) and time deposits among others.", "label": "Security deposits" } } }, "localname": "Deposits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/OtherCurrentAssetsConsistOfFollowingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Depreciation": { "auth_ref": [ "r61", "r81" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense recognized in the current period that reflects the allocation of the cost of tangible assets over the assets' useful lives. Includes production and non-production related depreciation.", "label": "Depreciation", "verboseLabel": "Depreciation expense" } } }, "localname": "Depreciation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PropertyAndEquipmentDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfCashFlows", "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueToEmployeesCurrentAndNoncurrent": { "auth_ref": [ "r134", "r144", "r158" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amounts due to employees, not to include stockholders or officers.", "label": "Due amount" } } }, "localname": "DueToEmployeesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueToRelatedPartiesCurrentAndNoncurrent": { "auth_ref": [ "r143", "r158", "r245", "r246", "r247", "r251", "r252", "r253", "r341", "r424" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying amount as of the balance sheet date of obligations due all related parties.", "label": "Due to related parties" } } }, "localname": "DueToRelatedPartiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerSharePolicyTextBlock": { "auth_ref": [ "r72", "r73" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for computing basic and diluted earnings or loss per share for each class of common stock and participating security. Addresses all significant policy factors, including any antidilutive items that have been excluded from the computation and takes into account stock dividends, splits and reverse splits that occur after the balance sheet date of the latest reporting period but before the issuance of the financial statements.", "label": "Basic and Diluted Net Income (Loss) Per Share" } } }, "localname": "EarningsPerSharePolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_EquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Equity [Abstract]" } } }, "localname": "EquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r94", "r167", "r175", "r176", "r177", "r190", "r191", "r192", "r194", "r199", "r201", "r210", "r236", "r296", "r301", "r302", "r303", "r311", "r312", "r320", "r323", "r324", "r325", "r326", "r327", "r328", "r367", "r368", "r369", "r378" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc." } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_ExtinguishmentOfDebtAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Gross amount of debt extinguished.", "label": "Debt principal" } } }, "localname": "ExtinguishmentOfDebtAmount", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ExtinguishmentOfDebtGainLossNetOfTax": { "auth_ref": [ "r91" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The difference between the reacquisition price and the net carrying amount of the extinguished debt recognized currently as a component of income in the period of extinguishment, net of tax.", "label": "Gain (loss) on extinguishment of debt upon conversion", "verboseLabel": "(Loss) on extinguishment of debt upon conversion" } } }, "localname": "ExtinguishmentOfDebtGainLossNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueOfFinancialInstrumentsPolicy": { "auth_ref": [ "r127", "r128" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for determining the fair value of financial instruments.", "label": "Fair Value of Financial Instruments" } } }, "localname": "FairValueOfFinancialInstrumentsPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinanceLeaseLiabilityCurrent": { "auth_ref": [ "r334" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 7.0, "parentTag": "us-gaap_LiabilitiesCurrent", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as current.", "label": "Lease liability, current portion" } } }, "localname": "FinanceLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityNoncurrent": { "auth_ref": [ "r334" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease, classified as noncurrent.", "label": "Lease liability, net of current portion" } } }, "localname": "FinanceLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAsset": { "auth_ref": [ "r333" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of right-of-use asset from finance lease.", "label": "Right of use assets" } } }, "localname": "FinanceLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_FiniteLivedIntangibleAssetsByMajorClassAxis": { "auth_ref": [ "r239", "r240", "r241", "r242", "r350", "r351" ], "lang": { "en-us": { "role": { "documentation": "Information by major type or class of finite-lived intangible assets.", "label": "Finite-Lived Intangible Assets by Major Class [Axis]" } } }, "localname": "FiniteLivedIntangibleAssetsByMajorClassAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Finite-Lived Intangible Assets [Line Items]" } } }, "localname": "FiniteLivedIntangibleAssetsLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_FiniteLivedIntangibleAssetsMajorClassNameDomain": { "auth_ref": [ "r79", "r80" ], "lang": { "en-us": { "role": { "documentation": "The major class of finite-lived intangible asset (for example, patents, trademarks, copyrights, etc.) A major class is composed of intangible assets that can be grouped together because they are similar, either by their nature or by their use in the operations of a company." } } }, "localname": "FiniteLivedIntangibleAssetsMajorClassNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_GainsLossesOnExtinguishmentOfDebt": { "auth_ref": [ "r61", "r91", "r92" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Difference between the fair value of payments made and the carrying amount of debt which is extinguished prior to maturity.", "label": "Gain (Loss) on Extinguishment of Debt", "verboseLabel": "Total" } } }, "localname": "GainsLossesOnExtinguishmentOfDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_GeneralAndAdministrativeExpense": { "auth_ref": [ "r47" ], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate total of expenses of managing and administering the affairs of an entity, including affiliates of the reporting entity, which are not directly or indirectly associated with the manufacture, sale or creation of a product or product line.", "label": "General and administrative" } } }, "localname": "GeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_InProcessResearchAndDevelopmentPolicy": { "auth_ref": [ "r24", "r119" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for costs assigned to identifiable tangible and intangible assets of an acquired entity to be used in the research and development activities of the combined enterprise. An entity also may disclose the appraisal method or significant assumptions used to value acquired research and development assets.", "label": "Research and Development Costs" } } }, "localname": "InProcessResearchAndDevelopmentPolicy", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments": { "auth_ref": [ "r221", "r223", "r227", "r229", "r384" ], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 1.0, "parentTag": "us-gaap_ProfitLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations before deduction of income tax expense (benefit) and income (loss) attributable to noncontrolling interest, and addition of income (loss) from equity method investments.", "label": "(Loss) from operations" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesMinorityInterestAndIncomeLossFromEquityMethodInvestments", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r174", "r305", "r306", "r307", "r308", "r309", "r310" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Taxes" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxesPaid": { "auth_ref": [ "r58", "r65" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income.", "label": "Income taxes paid" } } }, "localname": "IncomeTaxesPaid", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsPayable": { "auth_ref": [ "r60" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the aggregate amount of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business.", "label": "Increase in accounts payable and accrued expenses" } } }, "localname": "IncreaseDecreaseInAccountsPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInAccountsReceivable": { "auth_ref": [ "r60" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in amount due within one year (or one business cycle) from customers for the credit sale of goods and services.", "label": "Increase in accounts receivable" } } }, "localname": "IncreaseDecreaseInAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingCapitalAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Changes in operating assets and liabilities:" } } }, "localname": "IncreaseDecreaseInOperatingCapitalAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherCurrentAssets": { "auth_ref": [ "r419" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in current assets classified as other.", "label": "Increase (Decrease) in Other Current Assets", "negatedLabel": "Increase in other current assets" } } }, "localname": "IncreaseDecreaseInOtherCurrentAssets", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInPrepaidExpense": { "auth_ref": [ "r60" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the amount of outstanding money paid in advance for goods or services that bring economic benefits for future periods.", "label": "Increase (Decrease) in Prepaid Expense", "negatedLabel": "Increase in prepaid expenses" } } }, "localname": "IncreaseDecreaseInPrepaidExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_InsuranceAgencyManagementFee": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fees earned during the period for providing management services.", "label": "Management fees" } } }, "localname": "InsuranceAgencyManagementFee", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r132", "r146", "r178", "r220", "r330" ], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 1.0, "parentTag": "us-gaap_OtherNonoperatingIncomeExpense", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "negatedLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseDebt": { "auth_ref": [ "r48", "r274", "r282", "r388", "r389" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense for debt.", "label": "Total:" } } }, "localname": "InterestExpenseDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseDebtExcludingAmortization": { "auth_ref": [ "r50", "r275", "r388", "r389" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Represents the portion of interest incurred in the period on debt arrangements that was charged against earnings, excluding amortization of debt discount (premium) and financing costs.", "label": "Amortization of debt discount" } } }, "localname": "InterestExpenseDebtExcludingAmortization", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpenseRelatedParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of interest expense incurred on a debt or other obligation to related party.", "label": "Interest Expense, Related Party", "verboseLabel": "Interest expense on notes" } } }, "localname": "InterestExpenseRelatedParty", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/InterestExpensesRelatedToAboveLoansAreAsFollowsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestIncomeAndInterestExpenseDisclosureTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of interest income and expense, including, but not limited to, interest income and expense from investments, loans, and securities.", "label": "The interest expenses for the funding tranches are as follows" } } }, "localname": "InterestIncomeAndInterestExpenseDisclosureTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_InterestOnConvertibleDebtNetOfTax": { "auth_ref": [ "r202", "r205", "r208" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after tax, of interest recognized on convertible debt instrument excluding interest on principal required to be paid in cash.", "label": "Additional: Interest expense", "verboseLabel": "Interest expense on the convertible notes" } } }, "localname": "InterestOnConvertibleDebtNetOfTax", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r180", "r183", "r184" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest paid" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseholdImprovementsGross": { "auth_ref": [ "r4", "r82" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation of additions or improvements to assets held under a lease arrangement.", "label": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PropertyAndEquipmentNetConsistsOfFollowingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LegalFees": { "auth_ref": [ "r46" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings.", "label": "Attorney fees" } } }, "localname": "LegalFees", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfDefaultJudgementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r335" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Leases" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r438" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Future minimum lease payments in respect of the above leases" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/OperatingLeaseTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r336" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Total future minimum lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r336" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r336" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "2027" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r336" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r336" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r336" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r337" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "OPERATING LEASE" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/OperatingLease" ], "xbrltype": "textBlockItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r31", "r188", "r235", "r243", "r244", "r246", "r247", "r248", "r249", "r250", "r252", "r253", "r315", "r318", "r319", "r322", "r383", "r432", "r441", "r442" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r19", "r141", "r156", "r394", "r423", "r429", "r437" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "TOTAL LIABILITIES AND STOCKHOLDERS\u2019 DEFICIT" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "LIABILITIES AND STOCKHOLDERS\u2019 DEFICIT" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LiabilitiesCurrent": { "auth_ref": [ "r33", "r188", "r235", "r243", "r244", "r246", "r247", "r248", "r249", "r250", "r252", "r253", "r315", "r318", "r319", "r322", "r394", "r432", "r441", "r442" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total obligations incurred as part of normal operations that are expected to be paid during the following twelve months or within one business cycle, if longer.", "label": "Liabilities, Current", "totalLabel": "Total current liabilities" } } }, "localname": "LiabilitiesCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesCurrentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current liabilities" } } }, "localname": "LiabilitiesCurrentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_LitigationSettlementAmountAwardedFromOtherParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount awarded from other party in judgment or settlement of litigation.", "label": "Litigation settlement amount" } } }, "localname": "LitigationSettlementAmountAwardedFromOtherParty", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_LitigationSettlementAmountAwardedToOtherParty": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount awarded to other party in judgment or settlement of litigation.", "label": "Total judgement value" } } }, "localname": "LitigationSettlementAmountAwardedToOtherParty", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfDefaultJudgementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LitigationSettlementExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of litigation expense, including but not limited to legal, forensic, accounting, and investigative fees.", "label": "Other costs" } } }, "localname": "LitigationSettlementExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfDefaultJudgementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LitigationSettlementInterest": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Interest expense (income) directly attributable to an award in settlement of litigation.", "label": "Prejudgment interest at the annual rate of 10%" } } }, "localname": "LitigationSettlementInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfDefaultJudgementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r11", "r139", "r153", "r267", "r281", "r386", "r387" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Debt carrying value" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtNoncurrent": { "auth_ref": [ "r36" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount after unamortized (discount) premium and debt issuance costs of long-term debt classified as noncurrent and excluding amounts to be repaid within one year or the normal operating cycle, if longer. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.", "label": "Debt, net of current portion" } } }, "localname": "LongTermDebtNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_LossContingencyDamagesPaidValue": { "auth_ref": [ "r87", "r88", "r89" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of damages paid to the plaintiff in the legal matter.", "label": "Damages" } } }, "localname": "LossContingencyDamagesPaidValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/ScheduleOfDefaultJudgementDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterest": { "auth_ref": [ "r39", "r140", "r155", "r188", "r235", "r243", "r246", "r247", "r248", "r252", "r253", "r322" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).", "label": "Non-controlling interest" } } }, "localname": "MinorityInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByParent": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The parent entity's interest in net assets of the subsidiary, expressed as a percentage.", "label": "Ownership Percentage" } } }, "localname": "MinorityInterestOwnershipPercentageByParent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "xbrltype": "percentItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r182" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash flows from financing activities:" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r182" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash used in investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash Flows from Investing Activities:" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r57", "r59", "r62" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseExcludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash provided by (used in) operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Cash flows from\u00a0operating activities:" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r42", "r62", "r145", "r159", "r169", "r172", "r173", "r177", "r188", "r193", "r195", "r196", "r197", "r198", "r200", "r201", "r206", "r221", "r223", "r227", "r229", "r235", "r243", "r244", "r246", "r247", "r248", "r249", "r250", "r252", "r253", "r321", "r322", "r384", "r432" ], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "totalLabel": "Net income (loss) attributable to GZ6G Technologies Corp." } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r123", "r125", "r172", "r173", "r200", "r201", "r417" ], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Less: net income (loss) attributable to Non-controlling interest" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "Recently Issued Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncashOrPartNoncashAcquisitionValueOfAssetsAcquired1": { "auth_ref": [ "r66", "r67", "r68" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The value of an asset or business acquired in a noncash (or part noncash) acquisition. Noncash is defined as information about all investing and financing activities of an enterprise during a period that affect recognized assets or liabilities but that do not result in cash receipts or cash payments in the period. \"Part noncash\" refers to that portion of the transaction not resulting in cash receipts or cash payments in the period.", "label": "Initial measurement of right to use assets and lease liability" } } }, "localname": "NoncashOrPartNoncashAcquisitionValueOfAssetsAcquired1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_NoncontrollingInterestMember": { "auth_ref": [ "r120", "r296", "r425", "r426", "r427" ], "lang": { "en-us": { "role": { "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest.", "label": "Noncontrolling Interest [Member]" } } }, "localname": "NoncontrollingInterestMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_NotesPayable": { "auth_ref": [ "r11", "r139", "r153" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Including the current and noncurrent portions, aggregate carrying amount of all types of notes payable, as of the balance sheet date, with initial maturities beyond one year or beyond the normal operating cycle, if longer.", "label": "Promissory notes increments" } } }, "localname": "NotesPayable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesPayableFairValueDisclosure": { "auth_ref": [ "r30" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of notes payable.", "label": "Convertible note fair value" } } }, "localname": "NotesPayableFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesPayableRelatedPartiesClassifiedCurrent": { "auth_ref": [ "r26", "r135", "r424" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount for notes payable (written promise to pay), due to related parties. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer).", "label": "Promissory note" } } }, "localname": "NotesPayableRelatedPartiesClassifiedCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_NotesPayableRelatedPartiesCurrentAndNoncurrent": { "auth_ref": [ "r134", "r158", "r424" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount for notes payable (written promise to pay), due to related parties.", "label": "Due to note payable" } } }, "localname": "NotesPayableRelatedPartiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total operating expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "OPERATING EXPENSES" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r334" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "verboseLabel": "Total" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityCurrent": { "auth_ref": [ "r334" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as current.", "label": "Current portion of operating lease" } } }, "localname": "OperatingLeaseLiabilityCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiabilityNoncurrent": { "auth_ref": [ "r334" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease, classified as noncurrent.", "label": "Long term portion of operating lease" } } }, "localname": "OperatingLeaseLiabilityNoncurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FutureMinimumLeasePaymentsInRespectOfAboveLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAssetAmortizationExpense": { "auth_ref": [ "r420" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense for right-of-use asset from operating lease.", "label": "Amortization of right of use assets" } } }, "localname": "OperatingLeaseRightOfUseAssetAmortizationExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock": { "auth_ref": [ "r70", "r71", "r77", "r126" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the general note to the financial statements for the reporting entity which may include, descriptions of the basis of presentation, business description, significant accounting policies, consolidations, reclassifications, new pronouncements not yet adopted and changes in accounting principles.", "label": "ORGANIZATION AND DESCRIPTION OF BUSINESS" } } }, "localname": "OrganizationConsolidationBasisOfPresentationBusinessDescriptionAndAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/OrganizationAndDescriptionOfBusiness" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherAssetsCurrent": { "auth_ref": [ "r40", "r394" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 4.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current assets classified as other.", "label": "Other current assets", "verboseLabel": "Total" } } }, "localname": "OtherAssetsCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets", "http://gz6gtechnologies.com/role/OtherCurrentAssetsConsistOfFollowingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherCurrentAssetsTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for other current assets.", "label": "OTHER CURRENT ASSETS" } } }, "localname": "OtherCurrentAssetsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/OtherCurrentAssets" ], "xbrltype": "textBlockItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r49" ], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 2.0, "parentTag": "us-gaap_ProfitLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "totalLabel": "Total other income (expense)" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpenseAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Other income (expense)" } } }, "localname": "OtherNonoperatingIncomeExpenseAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "stringItemType" }, "us-gaap_OtherPrepaidExpenseCurrent": { "auth_ref": [ "r0", "r2", "r430" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for other costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Other expenses (2)" } } }, "localname": "OtherPrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PrepaidExpensesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherReceivables": { "auth_ref": [ "r40" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount due from parties in nontrade transactions, classified as other.", "label": "Other deposits and receivables" } } }, "localname": "OtherReceivables", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/OtherCurrentAssetsConsistOfFollowingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfLoanCosts": { "auth_ref": [ "r56" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for loan origination associated cost which is usually collected through escrow.", "label": "Payments of Loan Costs", "negatedLabel": "Payments on loan" } } }, "localname": "PaymentsOfLoanCosts", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInDebtToRelatedPartyOnOurBalanceSheetsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r52" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Purchase of equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r101", "r117" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails", "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement." } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails", "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Preferred shares may provide a preferential dividend to the dividend on common stock and may take precedence over common stock in the event of a liquidation. Preferred shares typically represent an ownership interest in the company.", "label": "Preferred Stock [Member]" } } }, "localname": "PreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r13", "r283" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, par value" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical", "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, shares authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical", "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r13", "r283" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred stock, shares issued" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r13" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred stock, shares outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PrepaidExpenseCurrent": { "auth_ref": [ "r0", "r2", "r237", "r238" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_AssetsCurrent", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of asset related to consideration paid in advance for costs that provide economic benefits within a future period of one year or the normal operating cycle, if longer.", "label": "Prepaid expenses", "verboseLabel": "Total" } } }, "localname": "PrepaidExpenseCurrent", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets", "http://gz6gtechnologies.com/role/PrepaidExpensesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromConvertibleDebt": { "auth_ref": [ "r54" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the issuance of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.", "label": "Proceeds from convertible notes" } } }, "localname": "ProceedsFromConvertibleDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfCommonStock": { "auth_ref": [ "r53" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the additional capital contribution to the entity.", "label": "Proceeds from sale of common stock, net" } } }, "localname": "ProceedsFromIssuanceOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLoanAndLeaseOriginationsAndPrincipalCollections1": { "auth_ref": [ "r51" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Cash inflow related to a loan origination (the process when securing a mortgage for a piece of real property), lease origination, and principal collections.", "label": "Payment down of principal amount" } } }, "localname": "ProceedsFromLoanAndLeaseOriginationsAndPrincipalCollections1", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromRelatedPartyDebt": { "auth_ref": [ "r54" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a long-term borrowing made from related parties where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth. Alternate caption: Proceeds from Advances from Affiliates.", "label": "Proceeds from related party" } } }, "localname": "ProceedsFromRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromRepaymentsOfRelatedPartyDebt": { "auth_ref": [], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from long-term debt by a related party. Related parties, include, but are not limited to, affiliates, owners or officers and their immediate families, and pension trusts.", "label": "Proceeds from (Repayments of) Related Party Debt", "negatedLabel": "Repayment of debt, related party" } } }, "localname": "ProceedsFromRepaymentsOfRelatedPartyDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromWarrantExercises": { "auth_ref": [ "r418" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow associated with the amount received from holders exercising their stock warrants.", "label": "Proceeds from exercise of warrants" } } }, "localname": "ProceedsFromWarrantExercises", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfessionalFees": { "auth_ref": [ "r161", "r163" ], "calculation": { "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 5.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "A fee charged for services from professionals such as doctors, lawyers and accountants. The term is often expanded to include other professions, for example, pharmacists charging to maintain a medicinal profile of a client or customer.", "label": "Professional fees" } } }, "localname": "ProfessionalFees", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r169", "r172", "r173", "r181", "r188", "r193", "r200", "r201", "r221", "r223", "r227", "r229", "r235", "r243", "r244", "r246", "r247", "r248", "r249", "r250", "r252", "r253", "r313", "r316", "r317", "r321", "r322", "r364", "r384", "r392", "r393", "r417", "r432" ], "calculation": { "http://gz6gtechnologies.com/role/StatementOfCashFlows": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://gz6gtechnologies.com/role/StatementsOfOperations": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net income (loss)", "terseLabel": "Net Loss", "verboseLabel": "Loss during the period" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit", "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r85", "r372", "r373", "r374" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "PROPERTY AND EQUIPMENT" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PropertyAndEquipment" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r22", "r82" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Total" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PropertyAndEquipmentNetConsistsOfFollowingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r6", "r7", "r84", "r157", "r365", "r394" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property and equipment, net", "verboseLabel": "Total property and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets", "http://gz6gtechnologies.com/role/PropertyAndEquipmentNetConsistsOfFollowingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentPolicyTextBlock": { "auth_ref": [ "r21", "r84", "r372", "r373" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property and Equipment" } } }, "localname": "PropertyPlantAndEquipmentPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r6", "r84" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property and equipment, net consists of the following" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/PropertyAndEquipmentTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r299", "r340", "r341" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests." } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails", "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionDueFromToRelatedParty": { "auth_ref": [ "r245", "r246", "r247", "r251", "r252", "r253", "r424", "r439" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Receivables to be collected from (obligations owed to) related parties, net as of the balance sheet date where one party can exercise control or significant influence over another party; including affiliates, owners or officers and their immediate families, pension trusts, and so forth.", "label": "Revenue due from to related party" } } }, "localname": "RelatedPartyTransactionDueFromToRelatedParty", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails", "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r299", "r340", "r352", "r353", "r354", "r355", "r356", "r357", "r358", "r359", "r360", "r361", "r362", "r363", "r440" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails", "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r338", "r339", "r341", "r342", "r343" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "RELATED PARTY TRANSACTIONS" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfConvertibleDebt": { "auth_ref": [ "r55" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow from the repayment of a long-term debt instrument which can be exchanged for a specified amount of another security, typically the entity's common stock, at the option of the issuer or the holder.", "label": "Repayments of Convertible Debt", "negatedLabel": "Repayments of convertible notes" } } }, "localname": "RepaymentsOfConvertibleDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfShortTermDebt": { "auth_ref": [ "r55" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for a borrowing having initial term of repayment within one year or the normal operating cycle, if longer.", "label": "Repayments of short term debt" } } }, "localname": "RepaymentsOfShortTermDebt", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r16", "r96", "r154", "r304", "r370", "r371", "r394" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Accumulated deficit" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r167", "r190", "r191", "r192", "r194", "r199", "r201", "r236", "r301", "r302", "r303", "r311", "r312", "r320", "r367", "r369" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "domainItemType" }, "us-gaap_RevenueFromRelatedParties": { "auth_ref": [ "r44", "r162", "r245", "r246", "r247", "r251", "r252", "r253" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue, fees and commissions earned from transactions between (a) a parent company and its subsidiaries; (b) subsidiaries of a common parent; (c) an entity and trusts for the benefit of employees, for example, but not limited to, pension and profit-sharing trusts that are managed by or under the trusteeship of the entity's management; (d) an entity and its principal, owners, management, or members of their immediate families; and (e) affiliates.", "label": "Revenue from related parties" } } }, "localname": "RevenueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenueRecognitionPolicyTextBlock": { "auth_ref": [ "r381", "r382" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for revenue. Includes revenue from contract with customer and from other sources.", "label": "Revenue Recognition" } } }, "localname": "RevenueRecognitionPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RevenueRemainingPerformanceObligation": { "auth_ref": [ "r297" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of transaction price allocated to performance obligation that has not been recognized as revenue.", "label": "Revenue remaining performance obligation" } } }, "localname": "RevenueRemainingPerformanceObligation", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r179", "r188", "r218", "r219", "r222", "r225", "r226", "r230", "r231", "r232", "r235", "r243", "r244", "r246", "r247", "r248", "r249", "r250", "r252", "r253", "r322", "r364", "r432" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "NET REVENUES", "verboseLabel": "Revenues" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative", "http://gz6gtechnologies.com/role/StatementsOfOperations" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockConsiderationReceivedPerTransaction": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration received by subsidiary or equity investee in exchange for shares of stock issued or sold. Includes amount of cash received, fair value of noncash assets received, and fair value of liabilities assumed by the investor.", "label": "Issuance of common stock for private placement", "verboseLabel": "Number of accumulated common stock issued" } } }, "localname": "SaleOfStockConsiderationReceivedPerTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNumberOfSharesIssuedInTransaction": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The number of shares issued or sold by the subsidiary or equity method investee per stock transaction.", "label": "Number of accumulated common stock issued, shares", "verboseLabel": "Issuance of common stock for private placement" } } }, "localname": "SaleOfStockNumberOfSharesIssuedInTransaction", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the (a) carrying value as of the balance sheet date of liabilities incurred (and for which invoices have typically been received) and payable to vendors for goods and services received that are used in an entity's business (accounts payable); (b) other payables; and (c) accrued liabilities. Examples include taxes, interest, rent and utilities. Used to reflect the current portion of the liabilities (due within one year or within the normal operating cycle if longer). An alternative caption includes accrued expenses.", "label": "The accrued interest payable is as follows" } } }, "localname": "ScheduleOfAccountsPayableAndAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAccruedLiabilitiesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of accrued liabilities.", "label": "Schedule of the accrued interest payable" } } }, "localname": "ScheduleOfAccruedLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock": { "auth_ref": [ "r72" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of securities (including those issuable pursuant to contingent stock agreements) that could potentially dilute basic earnings per share (EPS) in the future that were not included in the computation of diluted EPS because to do so would increase EPS amounts or decrease loss per share amounts for the period presented, by antidilutive securities.", "label": "the potentially dilutive securities that have not been included in the computation of diluted net loss" } } }, "localname": "ScheduleOfAntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.", "label": "The carrying value of funding tranches is as follows" } } }, "localname": "ScheduleOfDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFiniteLivedIntangibleAssetsTable": { "auth_ref": [ "r79", "r80", "r350" ], "lang": { "en-us": { "role": { "documentation": "Schedule of assets, excluding financial assets and goodwill, lacking physical substance with a finite life.", "label": "Schedule of Finite-Lived Intangible Assets [Table]" } } }, "localname": "ScheduleOfFiniteLivedIntangibleAssetsTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CustomerDepositsContractReceivablesAndContractLiabilitiesDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfOtherCurrentAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the carrying amounts of other current assets.", "label": "Other current assets consist of the following" } } }, "localname": "ScheduleOfOtherCurrentAssetsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/OtherCurrentAssetsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r135", "r136" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FollowingAmountsAreIncludedInRelatedPartyPayablesDetails", "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of related party transactions. Examples of related party transactions include, but are not limited to, transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners and (d) affiliates.", "label": "The following amounts are included in debt to related party on our Balance Sheets" } } }, "localname": "ScheduleOfRelatedPartyTransactionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r101", "r117" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails", "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock": { "auth_ref": [ "r104", "r110", "r111" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure for stock option plans. Includes, but is not limited to, outstanding awards at beginning and end of year, grants, exercises, forfeitures, and weighted-average grant date fair value.", "label": "summary of the warrant activity for the period" } } }, "localname": "ScheduleOfShareBasedCompensationStockOptionsActivityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock": { "auth_ref": [ "r112" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of employee stock purchase plans, including, but not limited to: (a) expected term, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "summarizes information with respect to outstanding warrants to purchase common stock" } } }, "localname": "ScheduleOfShareBasedPaymentAwardEmployeeStockPurchasePlanValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock": { "auth_ref": [ "r112" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the significant assumptions used during the year to estimate the fair value of stock options, including, but not limited to: (a) expected term of share options and similar instruments, (b) expected volatility of the entity's shares, (c) expected dividends, (d) risk-free rate(s), and (e) discount for post-vesting restrictions.", "label": "the fair value of the outstanding common stock purchase warrants" } } }, "localname": "ScheduleOfShareBasedPaymentAwardStockOptionsValuationAssumptionsTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShortTermDebtTable": { "auth_ref": [ "r28" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to borrowings under which repayment was required in less than twelve months (or normal operating cycle, if longer) after its issuance. It may include: (1) description of the short-term debt arrangement; (2) identification of the lender or type of lender; (3) repayment terms; (4) weighted average interest rate; (5) carrying amount of funds borrowed under the specified short-term debt arrangement as of the balance sheet date and measures of the maximum and average amount outstanding during the period; (6) description of the refinancing of a short-term obligation when that obligation is excluded from current liabilities in the balance sheet; and (7) amount of a short-term obligation that has been excluded from current liabilities in the balance sheet because of a refinancing of the obligation.", "label": "Schedule of Short-term Debt [Table]" } } }, "localname": "ScheduleOfShortTermDebtTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/DebtTables", "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableConvertiblePromissoryNoteDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails", "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SeriesAPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable series A preferred stock or outstanding series A preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Series A Preferred Stock [Member]" } } }, "localname": "SeriesAPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical", "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SeriesBPreferredStockMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Outstanding nonredeemable series B preferred stock or outstanding series B preferred stock. Classified within stockholders' equity if nonredeemable or redeemable solely at the option of the issuer. Classified within temporary equity if redemption is outside the control of the issuer.", "label": "Series B Preferred Stock [Member]" } } }, "localname": "SeriesBPreferredStockMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate": { "auth_ref": [ "r114" ], "lang": { "en-us": { "role": { "documentation": "The estimated dividend rate (a percentage of the share price) to be paid (expected dividends) to holders of the underlying shares over the option's term.", "label": "Dividend yield" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedDividendRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate": { "auth_ref": [ "r113" ], "lang": { "en-us": { "role": { "documentation": "The estimated measure of the percentage by which a share price is expected to fluctuate during a period. Volatility also may be defined as a probability-weighted measure of the dispersion of returns about the mean. The volatility of a share price is the standard deviation of the continuously compounded rates of return on the share over a specified period. That is the same as the standard deviation of the differences in the natural logarithms of the stock prices plus dividends, if any, over the period.", "label": "Expected volatility" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsExpectedVolatilityRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate": { "auth_ref": [ "r115" ], "lang": { "en-us": { "role": { "documentation": "The risk-free interest rate assumption that is used in valuing an option on its own shares.", "label": "Risk-free interest rate" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardFairValueAssumptionsRiskFreeInterestRate", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails", "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber": { "auth_ref": [ "r107" ], "lang": { "en-us": { "role": { "documentation": "The number of shares into which fully or partially vested stock options outstanding as of the balance sheet date can be currently converted under the option plan.", "label": "Shares Excercisable" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice": { "auth_ref": [ "r107" ], "lang": { "en-us": { "role": { "documentation": "The weighted-average price as of the balance sheet date at which grantees can acquire the shares reserved for issuance on vested portions of options outstanding and currently exercisable under the stock option plan.", "label": "Weighted Average Shares Exercise Price, Excercisable" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExercisableWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod": { "auth_ref": [ "r109" ], "lang": { "en-us": { "role": { "documentation": "Number of options or other stock instruments for which the right to exercise has lapsed under the terms of the plan agreements.", "label": "Shares Expired" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsExpirationsInPeriod", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gross number of share options (or share units) granted during the period.", "label": "Shares Grants" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsGrantsInPeriodGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber": { "auth_ref": [ "r106", "r117" ], "lang": { "en-us": { "role": { "documentation": "Number of options outstanding, including both vested and non-vested options.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number", "periodEndLabel": "Shares Outstanding Ending Balance", "periodStartLabel": "Shares outstanding Beginning balance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingNumber", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice": { "auth_ref": [ "r105" ], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees can acquire the shares reserved for issuance under the stock option plan.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price", "periodEndLabel": "Weighted Average Shares Exercise Price, Outstanding, ending balance", "periodStartLabel": "Weighted Average Shares Exercise Price, Outstanding, begining balance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardOptionsOutstandingWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r100", "r102" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement." } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which option holders acquired shares when converting their stock options into shares.", "label": "Weighted Average Exercise Price, Excercised" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExercisesInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average price at which grantees could have acquired the underlying shares with respect to stock options of the plan that expired.", "label": "Weighted Average Shares Exercise Price, Expired" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsExpirationsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average per share amount at which grantees can acquire shares of common stock by exercise of options.", "label": "Weighted Average Shares Exercise Price, Grants" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardOptionsGrantsInPeriodWeightedAverageExercisePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-based Payment Arrangement, Tranche One [Member]" } } }, "localname": "ShareBasedCompensationAwardTrancheOneMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit": { "auth_ref": [ "r116" ], "lang": { "en-us": { "role": { "documentation": "The floor of a customized range of exercise prices for purposes of disclosing shares potentially issuable under outstanding stock option awards on all stock option plans and other required information pertaining to awards in the customized range.", "label": "Exercise Price" } } }, "localname": "ShareBasedCompensationSharesAuthorizedUnderStockOptionPlansExercisePriceRangeLowerRangeLimit", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/FairValueOfOutstandingCommonStockPurchaseWarrantsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Issuance Price per share", "terseLabel": "Conversion rate per share", "verboseLabel": "Share price per share" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "perShareItemType" }, "us-gaap_SharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued which are neither cancelled nor held in the treasury.", "label": "Shares, Outstanding", "periodEndLabel": "Shares, Outstanding, Ending Balance", "periodStartLabel": "Shares, Outstanding, Beginning Balance" } } }, "localname": "SharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_ShortTermBorrowings": { "auth_ref": [ "r8", "r138", "r151", "r394" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Reflects the total carrying amount as of the balance sheet date of debt having initial terms less than one year or the normal operating cycle, if longer.", "label": "Short term borrowings" } } }, "localname": "ShortTermBorrowings", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShortTermDebtLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Short-term Debt [Line Items]" } } }, "localname": "ShortTermDebtLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/AccruedInterestPayableIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfFundingTranchesIsAsFollowsDetails", "http://gz6gtechnologies.com/role/CarryingValueOfThisConvertiblePromissoryNoteIsAsFollowsDetails", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/DebtTables", "http://gz6gtechnologies.com/role/GainRelatedToExtinguishmentDetails", "http://gz6gtechnologies.com/role/InterestExpensesForConvertiblePromissoryNoteAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesForFundingTranchesAreAsFollowsDetails", "http://gz6gtechnologies.com/role/InterestExpensesRelatedToSbaLoanAreAsFollowsDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableConvertiblePromissoryNoteDetails", "http://gz6gtechnologies.com/role/ScheduleOfAccruedInterestPayableDetails", "http://gz6gtechnologies.com/role/ScheduleOfCarryingValueOfTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfInterestExpenseRelatedToTranchesDetails", "http://gz6gtechnologies.com/role/ScheduleOfLossRelatedToExtinguishmentDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r70", "r185" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for all significant accounting policies of the reporting entity.", "label": "SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES" } } }, "localname": "SignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r12", "r13", "r14", "r94", "r188", "r203", "r204", "r207", "r208", "r211", "r212", "r235", "r243", "r246", "r247", "r248", "r252", "r253", "r283", "r284", "r286", "r290", "r322", "r377", "r416", "r421", "r428" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical", "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r38", "r94", "r167", "r175", "r176", "r177", "r190", "r191", "r192", "r194", "r199", "r201", "r210", "r236", "r296", "r301", "r302", "r303", "r311", "r312", "r320", "r323", "r324", "r325", "r326", "r327", "r328", "r367", "r368", "r369", "r378" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical", "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative", "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit", "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementOfStockholdersEquityAbstract": { "auth_ref": [], "localname": "StatementOfStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r190", "r191", "r192", "r210", "r349" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheetsParenthetical", "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative", "http://gz6gtechnologies.com/role/PotentiallyDilutiveSecuritiesThatHaveNotBeenIncludedInComputationOfDilutedNetLossDetails", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit", "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_StockIssuedDuringPeriodSharesAcquisitions": { "auth_ref": [ "r13", "r14", "r96" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of stock issued during the period pursuant to acquisitions.", "label": "Shares issued to acquire additional interest in subsidiary, shares" } } }, "localname": "StockIssuedDuringPeriodSharesAcquisitions", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities": { "auth_ref": [ "r37", "r94", "r95", "r96", "r271" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of the conversion of convertible securities.", "label": "Number of shares issued for conversion", "verboseLabel": "Number of share issued for conversion of debt" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesConversionOfUnits": { "auth_ref": [ "r13", "r14", "r94", "r95", "r96" ], "lang": { "en-us": { "role": { "documentation": "The number of shares issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).", "label": "Number of shares issued in the time of conversion, shares" } } }, "localname": "StockIssuedDuringPeriodSharesConversionOfUnits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesEmployeeStockOwnershipPlan": { "auth_ref": [ "r13", "r14", "r94", "r96", "r118" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of capital stock issued (purchased by employees) in connection with an employee stock ownership plan.", "label": "Issuance of common stock for exercise of warrants, shares", "verboseLabel": "Excercise warrants, shares" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeStockOwnershipPlan", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans": { "auth_ref": [ "r13", "r14", "r94", "r96" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued during the period as a result of an employee stock purchase plan.", "label": "Sale of common stock under equity agreement, shares" } } }, "localname": "StockIssuedDuringPeriodSharesEmployeeStockPurchasePlans", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesIssuedForServices": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of shares issued in lieu of cash for services contributed to the entity. Number of shares includes, but is not limited to, shares issued for services contributed by vendors and founders.", "label": "Shares issued under consulting agreements, shares", "verboseLabel": "Shares issued under consulting agreement, shares" } } }, "localname": "StockIssuedDuringPeriodSharesIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesNewIssues": { "auth_ref": [ "r13", "r14", "r94", "r96" ], "lang": { "en-us": { "role": { "documentation": "Number of new stock issued during the period.", "label": "Number of common stock issued, shares", "verboseLabel": "Shares issued for services, shares" } } }, "localname": "StockIssuedDuringPeriodSharesNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesRestrictedStockAwardGross": { "auth_ref": [ "r94", "r96" ], "lang": { "en-us": { "role": { "documentation": "Total number of shares issued during the period, including shares forfeited, as a result of Restricted Stock Awards.", "label": "Number of restricted common stock issued" } } }, "localname": "StockIssuedDuringPeriodSharesRestrictedStockAwardGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodSharesStockOptionsExercised": { "auth_ref": [ "r13", "r14", "r94", "r96", "r108" ], "lang": { "en-us": { "role": { "documentation": "Number of share options (or share units) exercised during the current period.", "label": "Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period", "negatedLabel": "Shares Excercised" } } }, "localname": "StockIssuedDuringPeriodSharesStockOptionsExercised", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfWarrantActivityForPeriodDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfConvertibleSecurities": { "auth_ref": [ "r38", "r94", "r96" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The gross value of stock issued during the period upon the conversion of convertible securities.", "label": "Issuance of common stock for debt conversion", "verboseLabel": "Value of shares issued for conversion" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfConvertibleSecurities", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/DebtDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueConversionOfUnits": { "auth_ref": [ "r38", "r94", "r96" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued during the period upon the conversion of units. An example of a convertible unit is an umbrella partnership real estate investment trust unit (UPREIT unit).", "label": "Number of shares issued in the time of conversion" } } }, "localname": "StockIssuedDuringPeriodValueConversionOfUnits", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueEmployeeStockOwnershipPlan": { "auth_ref": [ "r13", "r14", "r94", "r96", "r118" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate value of stock issued during the period as a result of employee stock ownership plan (ESOP).", "label": "Issuance of common stock for exercise of warrants", "verboseLabel": "Exercise warrants" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeStockOwnershipPlan", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueEmployeeStockPurchasePlan": { "auth_ref": [ "r13", "r14", "r94", "r96" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate change in value for stock issued during the period as a result of employee stock purchase plan.", "label": "Sale of common stock under equity agreement" } } }, "localname": "StockIssuedDuringPeriodValueEmployeeStockPurchasePlan", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueIssuedForServices": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Value of stock issued in lieu of cash for services contributed to the entity. Value of the stock issued includes, but is not limited to, services contributed by vendors and founders.", "label": "Shares issued under consulting agreements", "verboseLabel": "Shares issued under consulting agreement" } } }, "localname": "StockIssuedDuringPeriodValueIssuedForServices", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueNewIssues": { "auth_ref": [ "r13", "r14", "r94", "r96" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of new stock issued during the period. Includes shares issued in an initial public offering or a secondary public offering.", "label": "Number of common stock issued, amount", "verboseLabel": "Shares issued for services" } } }, "localname": "StockIssuedDuringPeriodValueNewIssues", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStockDetailsNarrative", "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockIssuedDuringPeriodValueRestrictedStockAwardGross": { "auth_ref": [ "r13", "r14", "r94", "r96" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate value of stock related to Restricted Stock Awards issued during the period.", "label": "Number of restricted common stock issued value" } } }, "localname": "StockIssuedDuringPeriodValueRestrictedStockAwardGross", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/RelatedPartyTransactionsDetailsNarrative" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockRepurchasedAndRetiredDuringPeriodValue": { "auth_ref": [ "r13", "r14", "r94", "r96" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of stock that has been repurchased and retired during the period. The excess of the purchase price over par value can be charged against retained earnings (once the excess is fully allocated to additional paid in capital).", "label": "Shares issued to acquire additional interest in subsidiary" } } }, "localname": "StockRepurchasedAndRetiredDuringPeriodValue", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquity": { "auth_ref": [ "r14", "r17", "r18", "r78", "r394", "r423", "r429", "r437" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which are attributable to the parent. The amount of the economic entity's stockholders' equity attributable to the parent excludes the amount of stockholders' equity which is allocable to that ownership interest in subsidiary equity which is not attributable to the parent (noncontrolling interest, minority interest). This excludes temporary equity and is sometimes called permanent equity.", "label": "Stockholders' Equity Attributable to Parent", "totalLabel": "Total GZ6G Technologies Corp stockholders\u2019 deficit" } } }, "localname": "StockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders\u2019 deficit" } } }, "localname": "StockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r120", "r121", "r124", "r167", "r168", "r176", "r190", "r191", "r192", "r194", "r199", "r236", "r296", "r301", "r302", "r303", "r311", "r312", "r320", "r323", "r324", "r328", "r368", "r369", "r378", "r423", "r429", "r437" ], "calculation": { "http://gz6gtechnologies.com/role/BalanceSheets": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "periodEndLabel": "Ending balance, value", "periodStartLabel": "Beginning balance, value", "totalLabel": "Total stockholders\u2019 deficit" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/BalanceSheets", "http://gz6gtechnologies.com/role/StatementOfStockholdersEquityDeficit" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityNoteDisclosureTextBlock": { "auth_ref": [ "r99", "r187", "r284", "r285", "r286", "r287", "r288", "r289", "r290", "r291", "r292", "r293", "r294", "r295", "r296" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.", "label": "CAPITAL STOCK" } } }, "localname": "StockholdersEquityNoteDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CapitalStock" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r329", "r345" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r329", "r345" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r329", "r345" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r329", "r345" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued." } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SubsequentEventsDetailsNarrative" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r344", "r346" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "SUBSEQUENT EVENTS" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "SUPPLEMENTAL DISCLOSURES" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/StatementOfCashFlows" ], "xbrltype": "stringItemType" }, "us-gaap_TreasuryStockCommonShares": { "auth_ref": [ "r98" ], "lang": { "en-us": { "role": { "documentation": "Number of previously issued common shares repurchased by the issuing entity and held in treasury.", "label": "Common Stock, Shares" } } }, "localname": "TreasuryStockCommonShares", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/CommitmentsDetailsNarrative" ], "xbrltype": "sharesItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r74", "r75", "r76", "r213", "r214", "r216", "r217" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/SummaryOfSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_VestingAxis": { "auth_ref": [ "r117" ], "lang": { "en-us": { "role": { "documentation": "Information by vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Axis]" } } }, "localname": "VestingAxis", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "stringItemType" }, "us-gaap_VestingDomain": { "auth_ref": [ "r117" ], "lang": { "en-us": { "role": { "documentation": "Vesting schedule of award under share-based payment arrangement." } } }, "localname": "VestingDomain", "nsuri": "http://fasb.org/us-gaap/2021-01-31", "presentation": [ "http://gz6gtechnologies.com/role/DebtDetailsNarrative" ], "xbrltype": "domainItemType" } }, "unitCount": 4 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5047-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a),(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b),(f(1))", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)-(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(4)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r112": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=120381028&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "25", "SubTopic": "40", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=109244457&loc=d3e16649-113920", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "730", "URI": "http://asc.fasb.org/extlink&oid=6420387&loc=d3e23199-108380", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4568447-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4568740-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r126": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "http://asc.fasb.org/topic&trid=2197479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "60", "SubTopic": "10", "Topic": "820", "URI": "http://asc.fasb.org/extlink&oid=7493716&loc=d3e21868-110260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r128": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123594938&loc=d3e13279-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.12)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(3),(4))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120398452&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "(c)", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "825", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=123345438&loc=d3e61044-112788", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16)(a)(1))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16)(a))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(24))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.17)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400017&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.6-04(13))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401414&loc=d3e603758-122996", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "220", "Subparagraph": "(k)", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=124433917&loc=SL114874205-224268", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07.1(c))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.6-07.2(a),(b),(c),(d))", "Topic": "946", "URI": "http://asc.fasb.org/extlink&oid=120401555&loc=SL114874292-224272", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=123406127&loc=d3e45023-112735", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "840", "URI": "http://asc.fasb.org/extlink&oid=123386454&loc=d3e45280-112737", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "http://asc.fasb.org/extlink&oid=124434974&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "http://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(5))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124509347&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(1))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(31))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3367-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3000-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4297-108586", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18726-107790", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(c))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(e)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6787-107765", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.1)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1505-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1252-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1278-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e1930-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.13)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.14)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=124259787&loc=d3e4531-111522", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "http://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "05", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=123349782&loc=d3e5879-108316", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.15)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)(1)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.17)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a)(5))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r262": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466204&loc=SL6036836-161870", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(g)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496180-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "606", "URI": "http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6801-107765", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19,20,22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(g)(2)", "Topic": "718", "URI": "http://asc.fasb.org/extlink&oid=121322162&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "http://asc.fasb.org/extlink&oid=123459177&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123454820&loc=SL4569616-111683", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.20)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "http://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.21)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "http://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918666-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918701-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r337": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/subtopic&trid=77888251", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r343": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "http://asc.fasb.org/topic&trid=2122745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "http://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r346": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "http://asc.fasb.org/topic&trid=2122774", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "http://asc.fasb.org/extlink&oid=123353855&loc=SL119991595-234733", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(b))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "926", "URI": "http://asc.fasb.org/extlink&oid=120154696&loc=d3e54445-107959", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "340", "Topic": "928", "URI": "http://asc.fasb.org/extlink&oid=6473545&loc=d3e61844-108004", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "http://asc.fasb.org/extlink&oid=123377692&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "http://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-30)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99779-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=d3e99893-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "http://asc.fasb.org/extlink&oid=120429125&loc=SL120174063-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "http://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "http://asc.fasb.org/extlink&oid=123360121&loc=d3e27327-108691", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r377": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=123372394&loc=d3e18823-107790", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "http://asc.fasb.org/extlink&oid=123359005&loc=d3e8924-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.31)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "http://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "http://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "http://asc.fasb.org/extlink&oid=124504033&loc=SL117819544-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r396": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r397": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r398": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r399": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=124098289&loc=d3e6812-107765", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.8)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r400": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r401": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "g", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r402": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12, 13, 15d", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r403": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "13e", "Subsection": "4c", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r404": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "14d", "Subsection": "2b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r405": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "15", "Subsection": "d", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r406": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "14a", "Subsection": "12", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r407": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r408": { "Name": "Form 10-Q", "Number": "240", "Publisher": "SEC", "Section": "308", "Subsection": "a", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r409": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.9)", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r410": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r411": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r412": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r413": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r414": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "425", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r415": { "Name": "Securities Act", "Number": "7A", "Publisher": "SEC", "Section": "B", "Subsection": "2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "http://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r42": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r421": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "http://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=125511455&loc=d3e2626-109256", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "http://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(8))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "340", "URI": "http://asc.fasb.org/extlink&oid=6387103&loc=d3e6435-108320", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=28183603&loc=d3e692-112598", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=124359900&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "http://asc.fasb.org/extlink&oid=123482062&loc=SL123482106-238011", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "http://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "http://asc.fasb.org/extlink&oid=123408670&loc=SL77918701-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.1(e))", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "http://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "http://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "http://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.2)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r46": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.3)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.8)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "8", "Topic": "220", "URI": "http://asc.fasb.org/extlink&oid=123367319&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r51": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3179-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r52": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r55": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3521-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3536-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123570139&loc=d3e3044-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4273-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4297-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4304-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4313-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=d3e4332-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "http://asc.fasb.org/extlink&oid=123431023&loc=SL98516268-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r70": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "http://asc.fasb.org/topic&trid=2122369", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r71": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "250", "URI": "http://asc.fasb.org/topic&trid=2122394", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "http://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r74": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r75": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r76": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "http://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r77": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "275", "URI": "http://asc.fasb.org/topic&trid=2134479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.E)", "Topic": "310", "URI": "http://asc.fasb.org/extlink&oid=122038336&loc=d3e74512-122707", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16265-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19)(a))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "350", "URI": "http://asc.fasb.org/extlink&oid=66006027&loc=d3e16323-109275", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r81": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "http://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r85": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "http://asc.fasb.org/topic&trid=2155823", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r86": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "http://asc.fasb.org/topic&trid=2144648", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14326-108349", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "450", "URI": "http://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123465755&loc=d3e1835-112601", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123467658&loc=d3e12317-112629", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "40", "SubTopic": "50", "Topic": "470", "URI": "http://asc.fasb.org/extlink&oid=123467658&loc=d3e12355-112629", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r93": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "http://asc.fasb.org/topic&trid=2208564", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21463-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=123467817&loc=d3e21475-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "25", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405686&loc=d3e22802-112653", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "505", "URI": "http://asc.fasb.org/extlink&oid=6405813&loc=d3e23239-112655", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r99": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "505", "URI": "http://asc.fasb.org/topic&trid=2208762", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" } }, "version": "2.2" } ZIP 102 0001903596-23-000319-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001903596-23-000319-xbrl.zip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

??F&./K@5WOFM*Z+GUMR)=M=H;9_S[VF81/P::%7JAT<( M?)"'#5/>L1MWN^5-<,7VMAJK^CS?,2][D).M85"'T!C.T!W/NIF9]!P!Q2J9 M'O1JOK3O[=M;:D9%1CA$C8AFH1M:=Z^VLP^> WBHLZ+-9M'ET&]KZO%4,6@5 MGO$-57A'R0[ZKN<<6#^K4>>?KX)W))KVM M!$.=]>XO"+OALY+36YCC7!OU]GI$9&CM]DGV##:FHL9'_<[R-N]Q*V/DX.SZ MXI[X'"^7AMR45N:DP;5;#NVZ!158K)CM,%/\#+UT$C< ,G1Y6*1]G&VI+D8]'K>NM)A5F6 MF%FLNEAV3>7&3$6HU/?,1MDOS^6V9YQ_6;SG2GJ6997;,>9!670J"+GMGNCK M>P;@QS)JBQ(W*@@*L3@X-_GM,I ?NM OPCF9@[/6QP1#/_77%C8M[AWF:YRD M^SW5?NW>]Z[9.>-&\ZHKB*[X/B,_'2<#NQ[[XB=E8,UR/#?>'WX$TQ__M17NO'WC/" MQ" R1J"[F;2SZ<,XD/]0T+%^[T*K.7CJ"[U5>QF>-$<8.P

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

CJO!O7:4YZZ7C-]2 M6VL?<#\%_7LJ6?S4FX7!2.,U#=D1M,M(()%QS\O4Y?D\?D5=]5P:%I$N/G!, M*S+6.)V^#4HOT505;^UJTE2E/>H;K+'TQGP5(FV=AY782DY YG\'UBPL,$,/ M7)8B]:>GT;=8;\X?G*^P70AZM,R$'P^$_@.]@U5&A_)S#)&',(.G>$8L9-=L M6@NRFR"'(EX%!EE3W8HN DZ5S(K@CG.B^87AD'VHA59/PKFP8HHRWGB!UPR&V5_C6V8_N0H6SV= M-_Z34=R)&*25V[,M5_-TDJ:[8=0SCV@7%W4OU87)!S M7"#?;XSF6D]7DZ.M;@9C<\WS1<7'?FW5OW.^6ZX7]$(I:TUV $]_7V9F*31 MFNFCT)7I8:=E^S&C,FAHZ)=IAD+ONST/[A^XJ*Q;\Z7$Q)]H@GB7\Y7S :8_, ;)3T((QQP*K%YC0IU??\Y[-7&,I@X MO70MZ)>GU4ZC&HE6*!Z-9%$Y*^STQSQ?NM;LEX2K=41V>GR;'1V14J7%>0%H MZ!;[!C(\A5;&MIE49_*$_26OX@PR-SI@-=/V=E.JS,UO3VJ-/^3:\*20G-D1 MM,F,3/I<'].!G\3/4$[E/P_F7A3T8R?OT< '$,K'7NG9=?7W3S>K'H.BR 8LKN'5;]E M<->&)1UFKD\ESZA_7N/9O!N(-M]"I<4XW1S[$IF[HN!;6IV"\+UG_J7],7,@ M&!<0YZ-Y->3 CLNBHFJ[!QK.BU]]4:$A*J?_?J\X]7MCPO]VV6WYES0Q@XV; M;7SR*^A!/Z)XR62!&IC9LAVY7A<'"/#Q\/2FG2^'VJ7W=Z9PEQX(Y4I?+> >13V&U[+R7=]W5BQ#ZR&= MZ4S[[Z2)#:7[+BV_&FP\/P^7#R"1+78E1I\M%P:U.VY7R;4]UL]+PPGX+1_#>"]\?=>[DC\#?3GY+O^S/)CS$SN7! MQ3KTT%+\@@WX/G0(JP<7VX9D.*5"%#!'\4\J>98EP%L 2YXYR^94$8!HQS:J MP=EJ@Y0!8'W@[>U6[J%?5H'%?N%]B$*\/K+QPOEZ8*]=69%?_UCJ@BVN M&\R TZH=1'4/GM7!W4S@N+)_+Y:''_Y48R:)GA@PN*_?RV[5JBU7)YDLI'!^ MUE+-M 5J@!;W+-J=&I:*<&IA$=.G;"T4*!@EF(<#?5K1O2-9KLV*3]S5H)L1 MR1@^X)CK^8+549P.7B3*1,'4>JA+>.8VB!4Z/YR&.8;Y;QLD+=B%-J((M =9 MEKT0N1">YQPW73D "U[[,8I114.HZ#WX(!.O"H;F[.66:$FOK0G[ =GCI]W: M,KLG+X"']+\(IM_W-&&Z9(DA4Z10!/<2[]"\6-WT#$PKI'?UWM.,PC*2YKQ' ML7F/O[U4CN^LYVM6?='QQE6\K%:/X1E3U=4)XA*FIDL^^VK\1\^]&._#.E:) M%9I=2ZOZ=:V.!V'M+=4)/;"([G3@>,5 ('Y&Z--VUB?5)YFI&J8?".PX26RK M9;=\=7AGR4 Q;\7<&IT_5T]A!M>G-"MHR30UY@H0.L;,9T>CX:\Q8KQK_#=F MKFRM7L%.8)R5<(&EGD=WV@5$_!^JSCV>Z?^-^RN5))1CB%5$.79P/BT)22SD M'"N2PQK):1BKY'PJA2*'M\CJ&@T%JET&O^G?"ZI2 M/82)UF,:H70#I?9!GKJGVW(9?:+F"XN[H,:#T"D>&$*,'OK8;2-V07ZP\4Z7 MCA.A64%R$Z("QP9>8J2_S$EH%('I?6BUY_VL?*L6N#W]J=MD776K/:50H8>3 O-N9B :;>4%/:X92C(6KQYT/ [,.!#2I1Y M^;!_"Z8LDP\RL);F%/',R\_[K&-9/-;>);GZ4Z=F3;Z[(0+^<3+%(ICUJ0,$ MNN)W4'!PKY2"M%['L3[ORO)7=TZ[$ 4E0"?]O!^FZ#E>_G9-Y7'\P4MV(_ON M1GKT%]$G JN^LO@#I)YF>.$XI5P!U)LWW*TU[D"D0C9(8VAMKNT2;(MZ<_\N M:*:HW3 2>A//>0NY-Y=V/%2T?W;"RP*=U*/_5>^XI5%_2DI=D' G MF<#LZ"K%RVMST/KH9!MM-J5G#JNN@AK M@'R6N@@2^):NV2WSRN[9 ;G<%X4/;!ZBI4SD8G\6&@,.3.7/%-CRG4A$!=#W M>>H,HSN^OY>^A_&@ Q=!U"\/V?_:P<^G81Q;4ZI-5_:"@(MIU:+[C0::D M?3<5XZS9HQ)<9SH6^ Z>I>W_=3+:.30KPL;P]*\0&K(DP3>AVZ)0]]"*.4#9_D3PG"$ M#R/"+R(C9B>O]0S_,;:^,8PR];FC('=A46]5(]3#Z=_@W*[/% ML\#)>:-'IE%2-F(6C+'9^78]ID[B6[@Z34!Y"%&[ =F+29YI;&2.N->E"?U@ M>E:'E;BXNB_> M9F%;4I>BBBRQXHX.M^J;O#X>U=V;RMMTT9@'T[>F MYRF^B>^:;534CW/:#5E]1<-_=2*S(EW7M@FYGW[C T]&R-,;9=O6/:-BQ7DE MT.KR[7_7HS\H6#U>!U/(M"BEE5_*[ NIYX[/[.W:&@CQZJ."V>)//*8# 3G6 M*E^@ MU]386A:)G_8!BJP39H7EB)6:=-=1^PC.KP 3S]3 M$\]4-Z'":[=Z%?N"D:B>N+=.Y:J43@VK2LOQ'MW6P+J2D2_LI8R/J /!F42G MS\Z."R/%5'W%L;+ODSCKDOG(Z1[T7X5IB5W0$L ]-C;;W,S2HCBNY(<)E^Q0F6\>,Z)I3,(74#]O@&,K';4W.4JX:$]]9+:&H M[]%E0_RI/'X70Q;4!2F,H+01=3\G7-T6/BSB)=T M>*IQ]&5&9@+!%Y;FAB,D:?>UJ=Y@!N)F)JRGA8 VLCUH9K6\[7STX=70VWV MQEC:CRZCKC5K#;9EIP)0"P]-U^81;;@>RABSH7,!W7'5",$C$FB2LPDMS]X!8CH4NU8EK%U;26.J! R[U-FZKLZTFYW-& MG(>,'# +E0MD3YXR/+G946H*]V69LV\QU!O3U;6JTX,ZPR5SS^^"O/W:]P.6 M%4NY%&@J6S^8P=VV&L8VK!YVA;%=R2OM_3H8S91-:]@QM\D!3N7=,WPKF@?G MP0R' CXHP*1Q8MKWL2^WC&W GNPD?H8(+BI \8R,U."0"HH'RE-F+BF4/.S3 M,A*:+NM,"LWD S(6?WT-P\PW>VPXBZD$'MX3.0 M=MJ:TE!OQI80F.CFE$[M]]]<6I(+NLI;6S0Q*K;-MY88!#_0@LJ]#8X*D((Q M'"H:(.!)0/ SKUP5?JQ>> &\!!S,"-;$,%KJ5B+Q V 0) J/@J0BEM5\K5TW M^SCVFH(MZNR$IU!T,]C11HU39JTF M(DS;#T8M-O)7N8VA:@ MQL8]USX\#CIXZ$OW\]QMI'V&ZTB@SL6+2L-=.:=Q-9<.8A'O;E@)"K6>/Z-& M5_KM,GL(^\=*,?\1/RK+),)0C$$GL\6MMQXPEJ[$*DX!!.KI,NYSVNH1/UVN M,:/_I^24XF#K_M/TQK0P=27C(TM2]XT@T>4!-P(D:3I$#L M'3S" ")@T9SF[/^@9^%>TD0G4S?_$MAS"+8'Z3ZU9*)Y(ZOY\Y#9A MSZF>.QR<+<*0LL.?M- [?$]:0>Z'RPR:JIW M6O[7NUR@\ )R%[1)7GN^"^)7KH"(HF];*(H:05BW-(S-=D%$_4!%W^,7#OL" MCQ?B8&.]^L?X+IVMJL"F@G;C5I!<*65V)89M4IB-Y !N?X.,#&?[JN'N>^!W(GQ0 ME)Q<]6]-B'O_71F:,#O\L.],LZ%7=LF5NIH-33G/=.C-5C+ZMHC(DHG&D%JH M8.2FG/TP6GB1-!!=&<"5B9ZT& I-C4ZW'W <:;6CUHETJ!U1PRN89CKAFW-H MT9A&(&*F]G58#*)-XT-AM\*8RR\Y+IF]C?1;D\Z6ZF4V02CS7S+B[KPA=-Z#H[="I\;,JB$_B_WDE&:KV% MBBD?^KCM?2UMQ';%'NV2DA5LH\B5G?;F:# /E4.MC0OCT<77+Q;-I7 N,#/RF?;3U+K4C:"CL203 :9P8@W2 MVY&$8(N]ZS>IBZ2Q2F*-(B**N\.W!DW+7":7F@MQD499DU=> "^NM37B/N9^ M?6(%T3(Y<997=05[KM1],]+$OAAY%/IW_<6//=-X*[J+MS\YLM!MTF"A:B,H M2FNA[/X5W9MBJY[^6&9^)PHE]IU%MWI&(I5 M(V%P-FWB?AC![1S,CFML/V$M"+(7LIR..K<+&E6^4L<#!$@!LG%YQI13R-VO MUT,"]!E?& ]!O%^B:JZP[P%QW^T,H6@;](T1KISQ+B@1&L,]")ZU5>6L2@7M M'.KB3+MV\=+&Z;:XG3DH]G(LB>RI_X'SWL@]@O%M%V0[W'["E)>.&\Q\P-)Q M#"=RV-_@7C86W4E-1FBK?Y!T[W]^/HS:;HBZ MPOG(5BYC@\=B1<91JDQ/C#\C 4"V4#-3?!DZU MYE>#:V!@IQY+):N'$@XC_Y!-N=^9Y1BY?C83&6W3A%N$W&_9!8$6IG&P+MXI MII@H-#$RB?V&7(&OL]6K,LB[_#)O2P-2T&3HU8+BB;+C!T5/5!5 1L[X("<2920YCA MRTO06<,8/>M28&JUJ_D>MBP@M]GGS2+A;HREM>,+%\(4XWLE#UKVXYF$Q(;I M))@0X9XOL!?E0%V"IG@JVW@@<"V0!(/IXG:4WS6U&;BIN*7)L8R_+[_N56%]//0D0$ M'NZFG[O=6.B70.G\=79K9Y2^:9,D6245(6U+V.+ M1#/6M&!PD[5KL25 0*]Y!I2?API15W)?X!:)\&7TH5#"C\29U:0Y3FV[(#N& M4[P+\HMD'ZUT04*ZVL&,'FPY\AUE;;T;?-C(>C9&>!?4O1,SD(#2KUBB01/S M?.:V=.HBJF]Q,J:MAS>B?1\O%YX&<=0Y;Y0Y5;4./3F[()QN0KO0PHN%1A.1 M?.H*EE&@Z=4X-GV#$5] SBP;#9UT<"8'-HR4(H>W;PTU6)-:<#S7?$.S5HT& M;\J#8N"_T/*QDY /JYUGZ:%UZ3!QK>DXKFJ^%>-/9?#,@.R/Q?= 0@]:PB^B M4&E8B]]#@VCWOHVI"D38MI,"M3QTME;6)FQQ.2M7NPQ=F_+1P%FI9=.+DY0^ MEBG@UNW7)? M[DC\*?'&?&=._514Y*,OJM(<>3&1PNU-+0:\N]T2>X0@5Q@#J:V.-)&]_C)_ MFDKA;HBW3$+"IKK@-0*C8/3B#TZ[T,-H@N@"V+M!)Q%EWZ^V=BEGY-4OPO^^ MIB#J3 5F,J2\[]9LPIO= YIBW. M.]*'^E5C;TX^,\KD"O!16TF49WY[CGD7 C.MW M01*)26N00ZS"=NE_G?>\N<="MJ)[H8 Y+I-SWAP MK-PB/@J2:114#!BLWTA03=5OM48V*[TVLO^/Q)QU);B$AC['.(AV:*]=OU5\ ME#T/]7G'\W3M"CCK79#($D6CQ>NK;-F?=)Y4A]>\..M7$*A6GB=I=5,R+?'D M9[721_X[9$_5Z%\LCAL)]NR+5[>;,=NE&KCRB1A^@'J$:R5?/! M/U7X7F7=?>YUXEBVT(,QY+Q5\Q$B*7/-]F&98HM2R1E"GF>"0]@+U'.,]M U M^S@W1&AI$3;S@UGE/'&]]%[FVSN]3=QL9G;NLBQ#"IJCKWX7P#_O_.;5$)0) MD?Y=?\5>IQ,?@J1=W7<(9"=@DV]QT,C9CU"_O;RI")>OGK%DGBJM-%+H-E%D M!B6;MR9_T9EU)FM*GK 5./I( /0\[T9UQLM<$\DT3?+$NGLT971$Z6+M=MG! M;Y9]@9&ZG^G%#^F^WNAN9TMH$+;U5*N\E"5W>.; N87:Q M6+;SR;49Y\0E GYUN9*Z,$5:G=6-#UJUGUPA$8E#BSRKER4>DWX:ATD(G72C MS4B#'(^4B*43?TO+%Y2S]P#*);63$*KE(X6^[I.1[+,E4U__7"H[]=RGM:$I M^ZZY(O_4\6VO2/E,C)^!4D:AY^O2A2BO?3?/8GZXN99W;#OF4([U=*3M>51R MW/Y-\ K[ W%DPEDF&YP].2M)_NFPU>^WT#MV#5;%SDP=8(L';=F)\AC\*;'G M%D,1FTRRS<]VUOW]'8SJ+#&Y,W^JCH9$A#Q)/6 M,\,"8"KF:;LQRFS8!/RX$6Z**.VMLJ[P)V5I?"89.-7YW*N6Z7FFZ.D%*?&' M?!!9'BCU$+J$DF+HU%=QWLDVDE".)>:S0E[P+[J1NA\#8L\BW+:LN]6Z;FE- M>>7 M!@$E,K")S"U#2[_\K3Q \;\FH=]L2T;K(PF]$PW.R\65_.V6VH$#6V3.L]7? M5Q$\WGTB:G/2T66@J^Y@S[+[XZ[FO*-OT@(_F[3*;'[A'F&KQ(<3&2.?SU4J MODSMF )?LOIN)>@EI:RLW Y5UO:;"$R?$E^U>D.Y(O9H.$ BX<2_KRTM*WXGK/Q0Y1;__9 VV'!NS> M$^)]Z]MPK8\_XN'N29CD%J::[?S/$*(\;CU[==F7I1QPRJ>)\Z9=*)8S_B<: MG5@H_2'+XJ&U5-8 M/'E$RM%217;6$_]/SZ#^>G9AZ3\?2CR0WG+ V_^!)*X4^*F>M?-ABE&NXY/+ZS: M6D/BAD:D]Q^3./',8JK -I\EQ?W6;!?"_SDST=E&"RZ.<1V\P]R3I^43EN%0 MVU[VY]0'!41,7Y/IK['UV3Q4P[G!7-N #]GYBW]O%]5.)D:M!H2.K,PI-V:E MH#,2\^K8XM M3Y*).M)W)I.(EEJ$R+2B:4)^?MLDPH$-=4N:.PM0@); M;&:5O^6[Z,!<>G"1=42NNS_4=?ED4%E]ATBL_@TW^?M0UJ+6B,]'_0[!66VK,B]_ ME>93^K4:1U??JIVR\?(GYZQ M+S&Z=VPE#_;YY.H@G\L-]F' ,"B^$?"9\9-(/7\$";.,MS+*\?1(5 M*V=2Q&.-#AFG@>4!?L ;>O[,39TH^=>!BP6/D-BQST:,J_LV%X/C=0N_+5;U M5384OL\Y53;9K%2R=(_K8^.S-)-S(:C&][B1UGJ /?IQSR0;"03Q64OD5%8L MD8_4NZJW\@(#[?:J?? ;:&3CZ^!KOK-)U=2O?ZVZ0W(A\K6M"Z>&N8?9_F,* M'F6!SAV5I<0383^-ZNC]EM;YOV=,@&=Q/]9AETKMBF]>N7+SAH3CW@K0_CV7 M% (J0'M&Y/06E 8ODJ=?L.,E'C1A71K6]>ZL5FWIN5B5^92$833:KRK ^ \4 MC?YVK)ZFT (427W7SJ7C8Z!YF72I+6DTK1@P9&),/YJ^#CMK)$[I+P45"A8) MP^!2US%9/:J1>VO_/"P.68P]"E0RMGO/2;?JT@J4=JYVP%,/O!D/P!N;6G-. M_54/4Y46KSR/GS)O9NLH_K0,]T_PFQU#F65.S M/9Z'A[1;6NY9/N'"'>-N7)(U<1U5]Q3L:;S]]B[^8H/HV5,NK^[5;[E.2>L[ M]%+/[YQ>KK_IG1A!8'/>GCV-&'Y OML?4^ON6F:DCE*.I"XV+_GZ+-X.H/J-RWD1\[+K+M MO0MJ=R90;4,_-I->AAPF"+[C_#RW>M27M*GB%+^\6I51<7,NQU2O3R"U]F]! M.?,H<6'D)\;BG5M09%NHR0,8!4/5NF/R$P4OR_WL.-I^'+DRE*A_\B40^I+O MB9DW*&3 HT6$ I]Q*COY1#/94Q[_R7Q="3]ZK^C:I\<6?())N#,(Q<%KI5P>?G:]<2J:B0]M3>LLS_*V/I\T51'P8L_H_ZF] M^"%6CC)DD----)$9#T1[K1@\8+72&K\;OC96R[:+\847NTY4AVAU;M&N#GF0 M!'3H$"L_Y^;TK=2R:;@,;$NI,L(;;E)2*OBI;A?T4=,GWI/V>:JSGAB..*V^ MIRE94C]%ZI+X8[>C$Z:B5>;BP:?.W+QR*:6J5:7B^/X;Y_;.[!GADSBOU^,. M3@CA2I3S"[UVZ'+&9ORGD!Q_M4?K_>A[9LFU=-Q#^X<%;EG1NF=/CWO^]E*] MHVQ;8*0C>M-'\K<]SFT-ZX0=>QEY\^PP9G];B;1U?J2[65^L0=\OU%&@UR3X M%UL5B->(,2(<7%PM8H<33A'N%3C,:LD+ <=""4\IT.38XPO3[WV)Z3#J7$8) MP_.U2:-(S\?R16=[),R1V49.5J\K'=3T:F!0$XE1L7&B;E"MG>PM/+-?_%SL M>^ZPZ%_P1T(O#Z3F,CO0*?:\@"+P+=5Q5-=3/\?*#QDY[X+V#0-6Q4 ^[3J8 MOT'(*4Q##V+5,64)+S[:98QFD1>)AO,=RJ6=411.N'.S+YGVS\ZZ..Q\O; ME+_8[VZ,WJH$DF?J4IQWIMEB%ZEHXG323@2Q+I%L!"?$S=W]C/2FPMOQY:=N(W<:K4WGDY??'^RUZ31L!,UH1 MR)TG%&X-14(HAR:F-B'Y!( IX3V]TE2%A!(+^49;Y>X?42@]6,.57VAF-R:>@^OJ M#D'ERG(329'%70L;043"N-C6*T9=6F@,O >&W\YL15.M/0R[26Z]<3@/2=&\ M3B2&BNV-J\FRL9(9?<56IPG06VV*OV_U(0GC0U]CU%>P%5-3F#.$]P2ZU(&G M7'$\IZ7];*:P/_=0 Z,H 5O6T&20_L)_6G@5)>VMA*ONKB@OPU+*V]#!L];5 M34%BM]I'%9\,+]W((]N.>.-!E.%V<11T* R6WOR[:'FDP:"2C70">T21^ MC3WLUR[0QDQ.I04EL76I?9/0WBC?%+9I"(+: @.Y(:.[H]Z$%QYM:"9IT4V' MU-5_7]6J8%_>[IG&E0XO\JR?K8C3CM?)?T^G:R DGTG(@2I4ZES7A@!]5:-P8$(HE@G&:B6JA MG ,PX$Q$=UMTYY:HOTQ,SHLJ(,06/ZH%$5B0R2BZ,+\#2]I8H)+"$)Z[("(C MH%V$P)1*#M2LJU4+JP.NFJ9V-3L5A1=P",OYK&L=,YJ"@ %L(HZF4U(YOPLZ MP@ZC>83T&"2DWFV>:J&"11>DW)P36R\>S]D[.-Y/+<\RMCV#R5J_;F/OGC]A M4QV$H5S:,V-R8CC6D!TPVAMGHHCNN-@N[T\01'DP)0VA*6[ITTE*'YG:O(SU M32$1N:(M=\JM,)X!0_XYY-RHB.10EBR3/_5^%GMBHJ\8-U<$OPP\9CDC@]R; M22N$F6QY:9BDGY04Q2E^MNYP0*&$.SWV&YFZV2"YO44B7;".H%8CG!801N # M],OTDX,;?6TZD?M_YAPA-,U/U]?U""HR;Y/0\* D@[$M J3CY4C87\0]F3^I M96S-X=50>M1WDG7J4KZL]2Y(5N=MF#JI!>/FOABPKMV]08ZXEB6L8,F)1_M- MZCJWK!."ZM+()N)%EYL;$DV3960;F'*D@LIDE'589;]V_^^QKD*%MH], =R3 ME+90D?&HF"NZ#DO%:N(:>$X"5R@#O VV7N0:#R?OM1 MN)O-)_PPRAL3, 4N5*T[[L\%/UGSJPD*=1S;! OZE\"LZ=[6\:OE^)Q.Z[\S MT IMV+CE%IR,,L< &$= F<%==1[!;K;XCO+=WM(MQO!%D3>51 4'*A/J;T)]U]8##5,!KD;I#5CT]M6WE9] M;EZN7]3<=@2AL+0VI>&^K0%. F*#Y0Z7@U@,0OR65 5E7;($W56OMLLNX/$D M_#,+2;W;3_:[O$O1%CQNA;MD!RO7_EL]^Q55-P';DKOU>.L5VM\:%:KLV_FC M-H3,+P^]=/$[-(JC\G_[W1-T>+7J[;^+.T^\@)1>JC&9+1X/\1WXX+_-/9\X M\XMP?+-:[I1/>QN.P4).HDXU2I%RG??3U=C:G):MFWEZ$EHO'@XUX"=V058@ MOL>P3$+CGQ?>%;'CL'H4>?P#7'S:S3N:&1*.@L5D=R M*OUH]MT7+HUIJ_&%8AH/O,*3VDDG.'MH,1?-<(P_C5L1#,S3NGO#J\L;=4>G M%F3VA>?IU$?ZJ^.?5_R7F[. >(!O3L./X%X^C<'>F'AR^%%FHE:=X+_!Q<7< M'S%V$)]HNHD>&J^E%Z1U+&@U<%69\;MK'6F["W+2<8LIRTRD,5$+^XN23M7G M<">(._=!'1&G?_]\SW845B0ZII4=KN.WSAX_^]#LM3%8-5W6,(*U$K(+JHO< MC&Y^7>BKD\?5\$W/)A$$"R(WQT,W31X-_FNC"NCD.N1_&U8G>*DF_R:JA;"A MH9IOO ,6330N=]&/F>]C'.0[5CN\M,4KFW$ASZ!P=!FW8_!ENM D=K4')DSY M*FX_&T1Y^XFY;-^9_OF.2K'*@Y]BGL$,B#6G5!LLCES9GIU^@O:=5/ZL- T% M"ZEQCT],P-N5&MI2KL@, W5.!C[MV:$IJR$(61>B:*]V04O/P::"4_/_QN.* MS"MO!0,<%22:2+O#"**9NJ+?;]1=1#)RJNR>OAN\6E.SQUFDZ>K/@]UFM/L& MW2/%:ZC31YO?=G.M5PW MRR[[W4A*5\\%&RN,E&1A94A? MI#HW=?_+&^9!Z^?6[,YU/0RO[B'X6MTMVD(!$D;_T=6F#W"/ M]2NT2(9GP?;[9?S^L?:?M>A_D8HO2&TY!(NXUE-T>+?_Q)70R39W1-\48N4G M#IUZQUS<\=_8P3U_XY@"ZC@1X.Q8[8MH."+F[B[HO?KLS_$I=V*$;[#<=.]7 M;&G*'PI5,<&O].JXO+["W0=7;\._L%&[(/G0((HPN:-=BI,:*X$R![1]HV<0 M8E1"MW6?YG(J)-%3AL36]]D%"0K/.>LPIR-S"N5XP'YP8U+3HD$S* 1C5HH= M<0D@6[4P1VB0)UQQ=(>5D3]3EJ9#"*(&[44*<@4J?6DP<>2311)W34C9&DIQ M=DV);L0-TS4W99^].[>_+;V@?S3-T>O)Y0=&$5O)#6.:L5KS7)-$[B$!VL"C M(D$VHH0MQYS*GUF""'EVS!@;=A[U]U09='8E\Q@NZLJ4+$.NJ*O?GB:]L10D MYNFOLX-O>A>3L= ^:1S_'I1).U#&,EOR- %2J3_0,[FPPT:N,P.';@%D*(.< M8F2#11K H:E#DS;>/.???+6Q/O<&XW=FZH:[R$?W'\B$KI]+?O&X2O@NB&$U+;28Z]P<\6A5(\U$@_%TI_?I@;JJ7JH'FEAQR%JC M:EH$)>*]OZ/)NMI*4WV*:&7M4H/U44W:\4TDC6^*"*,[/%OU2R<"FD/KYR/D M3S.=B=58V&5&[F.$=MN%#$IK!D]'XV%.CK:;_VGIZ*C'GB'HU*),I#0:T9S_SKIM2O'IME5>&7) 5 MSVJ_C:A8[-P?=_/93\J%+PSSD,"SIK-@2DNGB5KN%<8T6[276DH0#JQ16Q4= M(1I,)19[3"#+#5D\A$!:>XQMJE\F35]N;1AJE[=6;TS>0!CTS#HQOB='/]!: MFK0E;:J)S-<6L2RY S)X+*)X 2UO(KQH\/O7UE9.LWIF5Z: 1P!9U[GQ/@+ALI,:A;Z M_;H"^FMMP]P%T4\R8=U%(C5<=72'MI'2U&&F2.J)!F91DI%S'8"^P00_0C1D M"IN'^=+^#&WFJU9'?T*LR(]T&EP?7-R[Z!K*L;U*$E*)T>HG+GEJ80_WB"6#/\KA$KODKFEF% EKPS7C/<6"CJ,L M)QN9#DA+HF E^JX@QTU$*-V)JE%DW_W&0/&H3=V %GY)./=$TZ.O@;-; MM9Q<];OM"4M;SP$IA,FKW L!YWZB;C)N/?QQ.N>%5)*FVXHNR9'>71@??.!C MZ%V0:7F_W'+\[0>_^&AU:0:K]/-W:)JR"R;__F![R%8#NF<@(LA=$,V1'+>B M+;#A8>C(+$M\VH#=NTK-33KUL9 4HVO5S*QM#"FGN",S^UFHLS/I@0@'VP_K M6MZ:"E4P[E"X@02>P,\6AZFL;I M:,?HI^DE%G<*(7#(^/- -75-$T/VA6&-33FU108%&=?M%I%8BZ6C&[0X9TRK MW)="7*Q* E8K TB2SP&TD[MZ>.2]9T2,E1QV]!DH@G!0>S6I\ P FT$?8=]B M9-<]XBH'4(1PTQD\E'FPG>,IRQ1L+4(,(S3O9IE%!R&>NJQ*6F3,W_-+2C'G M&]38!X\V_*U56T&E5B@U%GU[S7Y-RY'J>OXA'5X'K+'8\M+T<+;O#]C>'DT4U,V'6 MG==WYLG!H_]1(UEH*6JY4;$Y= M /]X:!?,DN=^=SBK]X*:D_?YV1[0HD'QO-X7A4'69@TTB9)+=WZ'TXDNY6=22L+>L63L;.'I?UP0HLK19XT@O>3:J8P9C< MK-([[:^5]==O]>W:)IE>/5.Q@HF&36AR#YFBWU*$#JA.'_&?TDA94X7WQVX[ MC]#OBYFE$G/E3WUJ?Q*CF+]TIH$:XR-'+^B?+'6Z.#$)W81\+I)>@C7P/_8% M'C,&MH8X3;Z,C=@S3*FGIW.["PWK!S?]P@@"T^D0EZ?^;HE/E<\&R9&\4R+Y MI!_=47R@Y]>;@72@P=CB8*>CQN1E.J/$]G7H-&C1.2N@47)'3'LZ22O&:[W+ M2BH[##50Z>_VNS:=2K\W*!JJ*6R+LD2$5"Y^D),$O^<>(G3/4F.NLN$-#%Q1 MJGN7KJY3.%=HA%;/X+3'QY3[2^5L.:WD7NQ'1V "LN R,5MEX3G;4EB$4$=: M*W,QX>[@;Y M/M<2VPTY&JOF7X2WS(SE1Q)F85T#J?)"15O>#$*WL0J9AMA.#(-/2G4Q4?:\ M30B3+5"U'VK5+O90;R\I$](Q[+,>USSI6C-3.([XE?=K@ 6&I: _F%>^X![2 MGS7LE.*(;9UF_-KS<7T7A&&',@6SM^TXA>U$@G(1Y1M'+'%IK,M'[]H81B7; M]\"W\_SZ\]_5KO_WPV?< M8]Q,I@6QQ9>H4%X(QX[P$(7_J1%:J:D:N1=Z.'9D.Z_NR?U6&YHQGSD)UV(C M0L7VQ-4LO@>B'8=_$9H'6ZO'1MJ'%*L#FK/G9(4M.A$8X^AZ MC<2LH%(@C.6X].W-;?^=L,1.#Q6:$U=-?:KESK%>V3+I.8EUE(=;+3@QQ&TT MP#;;Y8":>#"8M@=F9=SGBJA-,8YEQD]L3:XQHR]'>T3I96T_A,[ D&NO/8_8V8""A/+CS9 M#F.MAIRZZ@69^6$CW[H)9*:-=8R"QVC#I)NZ(APO%2$3&N%FGI-?_5,MY)IF M&!(;^F/5Y+^U?I8($TWTU& 6$45DD=#/L2^U*GC]J$5(YWE 8( M1OL^)(O=FA\VK^H6)^&W)1UD!;"UGK*8#,-JCQX:)&TU]CBZPT*KJ2'=\!JP MP""X#H<6[#UV;_3M\*:ZKCU),S.-S]HW?*IG!L10T2E_IRD08RZQU7P6)HKN,&I70CH0 MF^7:7U?V/YB6,O+VTO)0=AC1-KY,F86]L",_F^0\QC9L,E47=+:/^ TN!AO$ MU%)/-V0NKLJS10#EFMBO[6K !'5U+Y#;T7YBE.#;,I!,.9W"-@/B]_,,'A:VQL)KQ13JKQ8VV*C#JMGIL(BQ&8Y6X0X62 M3/G,=TN%QT9K&T0$ ,<-(<-N)[RW YZ)R/B@VA5:X#:\:IMO-72[J1N/ M*?7P]%BTMZP^C] MIN;W5T69R$-(5(R_U>R9YJRW&=VCJ1CZ'1&?,V-YT^Y:>?#0H]_.,3N]E=WW MFYZA+NFIO+INI(21<0CP[S2XWS#B&!K;$-MO,#:=#/&%/BH\26C*6V-Y !<9 MO2ZMK9^>__[4W#S:*O'.$QIL]$$R4JG0E>)Z]WEJR\>+HE;:=!RUZ*-$:SCL M8\1G0;W7GJJP)P1![&QH3T\&F&\^N$23I59QL#=@VX!;^&[5XD5T\\WIZ8.Z MP$]N9'696_6[2N-P5@@+^W>_N)W;D7])CQS8/82K,D#N*QJUISLNL:F!Z*XH9M*S,R'0>1;E&O@-RUCL+><9[+K%P M$9;HO#,5'^/O^X[BVDMM,Z3[JPK9K]\8V^BVPMY/U1Y8$4EIU2Y%#A#E%1CH M)'7*JBG3,ZX&"7?'6=U]O!*:'@']-+RI&EIXZD/GB.NDC4R?K-KS'.&G%YY MC+5$ *6(>"/EM_-<*0:&'KT+VK^7,9U@I%\^/M\NQUAYSG* ,_S=Y)/+)WI] MR_UE[E_P"[&22"CP%=?)";;2JA,_TI-@,9&UYR^:T7B=88Q)T*PQLODW0UJ0 MNBJ*K&\UH_UA0.-:T4$8>+ORV 9'L$M>9C0TB(]MBL^%#4,^HL(J^J@$R46R M\X.%O-B2DFF ].V[G C=^=F2&M7\J-DX&;232#[IJ$H,L7\=WI=6A%1)RH]S0TQF4Y*WPM$ M7\K;!3E]XOCM@A(C7'=!0TN[H(XK!*;*YC1Z)Y>S"S)=?37!%1@_$ *F=_QK M#9/ZAHH.\+"X@5Q(+3KT';3C7;BQ9[V 0!]A>I&A0ZM&UJS#W,&M.>=&AMF$ M'+_U*.YU'S+79E0S['&5'YXKQ3NY7!.9Z/VXIA%MPY;YV;91M0;6Y+W^I[E9 M-K.$"3AM@ CC X)ZN:J<3.Y9JS(A..T:RO8# _L?5[$)\*=F"KG/.[7O(:UJ M!&K9'%IRE==GBB0W+,78;U\9Q%F##\W+Z*;BQKW;&X>RRW9T((!R1>HQSB?T MS%MZYM\%EO7KD![]Z9ER9?)2O]LN* 'DE2E>A"?0.4;VJI:*SI &]>PN>XM% MQ]D<_=:#?8J!I=4E!YSW)>P3/,(\9J,/E3L.\8L 2R M6ZX=HRVGX-W\N\X)A_:FC\-8G.8Q-XI'!ZJ1(+.2_ MQ=S>7_ E[:F\- MUZ)O@RFO%AP(<9Y]78/(>SO3EAE@B5XO#7JMUVBH->+AGSFB:+K?DFZ]7[A3 MO2SBU/<_@@(XAV#^A2W30Q8/OM7P"=7HGKE_H= QT<+AVS/37\X#/%R&+M!' M!8LFXKB'!"MTSMGTTL7@!TV #PSM>OZ?NOS9$VZS6\(-(#X6+';J^J4.;Y;U MTJ7ZS9.AVC?0DS>,*_@H%762O%,4YF%I21NG%JF(758LH@:\#?G%G00SH,B03+PG=]3.6Z%(>29]F<.O+&O(FBV+?>?< M%%HJ5V0/RS5\P+@[#,K"P--H+R!OBI@B5@H6]2;=X8Q MEZP-EQ.=A7Y,9+FM7[[H[Q^FEJ6F,_*?J.:Y7D5TX(T]YN(W]L">P1I??A"9 ML-S2>'QUK0S8PPKL4WG^'3""LN1J4+.@/:ISQ8IU9;'MY)YIWCJ6[U"AE)#N MHD/LZ&CF11JADR"+.CG$541&\*@4<*_SS[M";N;OMFH5"*'U*WLTC&T@ @;L M\'FKU('XE9K\KPEP?:S2V9/NB6[KZ]>UF*\.VTKF7PNK_&3Z=?RLH1L',1]" MFV^UD,<>:W@S,QP$7\G\BJ;D0AE!;!5C6'>[P0L'#RGJ6%?LN?/^GG(,\._&M&'D%]+&#FU/2-VGW*&YSP**2.7FS.,(S6*Q77W^ M53J5+$_N4%1@-BWHH$M'#7"OSX,YEZP6RC(^A0!WN#4;:Y(HN MQ*:0[*V@IU,GACB.J /BE MMA9_:^O0'?,WNB*G:^X= %J5#\W.=XQ4N@E4ZH M4-,HA3@X=MZZ?-'MPD+.CG##INT4&-T3+*(VTMK98:Q-(00;6*9E![BK1:HQ&14902"=50 MRI@IY4[3)F/MH$WL:XB*K:,:M=868JT]L<2W1'+3Y_XR]S^X/WQ^>'\[YSGO M.9]SSO.\[\<-G&YE3@>\45\U@T*:)N7:]ZP+_ESQRB@56J0'H)$UKVN1&670 M&%FH'-FQ*)%BYNTZ_ULRR\.+>ZTMY@7,TRO[F5Z;"P7]K@/A.)YCA!A%1[ZC M(!X_\W&AJ*3G3W(:'6$&QX$=N*T8%(Q@\MC,;P3Q;,"=*5\K!DGB*1N06K?= M$:<3$2#/JR5/XV1CO-]"C>JA\"2&>1YPPQ'3@-^O';""%R.7S!2BK(>V:(@W MA5<>W*?_<6%QK"F!EL.\G%8=V'3E_+HC(:6_*^@S4UO20;A^E613?,=,%1WO MP^,D[&3!'R'AW5[1WG WOB.^A6PKJ/H.(!<$W0%+SW/73&9ZXL;#XXHG?$.\ M$-J7Y*)NQ:&CI=:>Z#KD[B MIUE;H(J?Y0SLY O]@5Y>W(QG"DN)]W#7$_"?\3]_K6*$(0=.6[="HU]AH%Y5 M>1BOJHE/,0_7E]?[14JX<(WH[\#YZ*88A$.-?=#?0PD-\?%6[)0,3R(W6:0?D0F< M55V[V2%-]$NMH*?@$05 C\W!2VN-NY2S?6%6AM%%&*AG M<=FM<&ST= .%*!_ ,-LK]>5PEMROWKG1LW^CJ:S3YZ+X?\/#(COIDR*QKVK (I1"# MUREZ,ZC2&'D"1J(]4\@H:K2!R*S"^*&WP3Q70\E%"\\&["?VMGBS].5?8&?A MY6)0A_ F\:VD00W)^TQ@\_#4$6X7?+'O)J@??H7LSA_;ZX3'# 6TR%E9+$$A/3PI!Y7(L;=3]ZPSQZA?U8?5 MB%N';#23>!+R2VSY'C"Q!Q[P1EA(8I)0F5N_?JM/:%X,FZA%1GK7Y9X@];-T M\R(>Q)VJ;VEL:,AQ?E)2B/[YW@_RAU?"_KDFY(.!0'HJ?#L>7 ,7'18:BT$+ MW^23!;I EK[))3%(86#?P_#EL0H5592\H]PY2*@-#G1<^[RFHMKRQ3DIG.C( MJ_\^HH@5@]K.ERU.,KD_\G5=9K>/[\(>*+:Z)!' !U1KQ1BIZ2Y2#2P"V=<" M_NR8[[.BJ=.8O!LPE#D69ABV8X!<&./TY$WSJALWDHGHYF][3>M?URC8KD7=A;"_$YKT4[K6AK=8)CZ]N=?%SV_ M"9=V28&'K28PRWO'([^0!5F 4]H1*S&HIX#R0@Q"]CUYBZKS*TV?JL"^T&DP MZMEWQEML*8_9:B8L47?]$V5.S@4RHTIDV0$.N)"4MHOF0H J.DK=[CC(D'A- MO2<&M"5S$\%P&YGXDA:@A#@1Y>M#-P:?H+/!@KPPW(Q(+;IQ3Q=H-X MVYFKUMHA(@/*O"I+H.)<_ D]%O2)Q.%?RS4W/U<>I)6=.?+3O9@],-+8V.$5 MJC-MEQ?CY*,/LS(]W./TO%HY&HW[F4._L1Q[["Q+T0E24IRG<)K<5!4ME' 2 M+5%LSAZP.5I S58S45NNMFTG]_$Z"1R>4 Z59ND MQKPJ;=NJ$;O(7QIYHP?B8C2?\?R?RF3'KN>-&F)"9X;,&<% M8FZN#+1S%[C([.R27NV)H)K^6/0"P$>CG>[) M3HLS2:@*H(N^X+(%J=E<20"04YOG\IEK>QE3-,:D&.0^Y1?4GC;\/@1F\%IO M6PRJ4P/F@_=-OGY#4A0LZN,[K!Z_\Z?P(9L%KB84OC<2$G 9VX5V)GTR;#\^ MVY*O+##Y6M;P=CR9#*%4E.1\:@"+QW 1T6VY2!(] 7Y7M:FB;F1[)0.*Z;E# MG0D5+"P,6R:9UE/43J%__U<%(RY;-")%>7EQ42B"/S/PL%!/1GN0G!X$Z4 C M,JZ:ZG%,GEQ/?QI1,^"XK,=/4?)XE.=N]->LQ=_&?MFKLSH].@3/ @0=X0*5 MA(JS+\3YE]7!X ;MN4?PP:]!I]?J7NQCM] MY)R=_WL[5Q+YKNGGZI<_@F8I!_ N2,W.1R<]G4I'0_NGJ(<.O;7CV W=N8,; M6)$!Z9C;-=NO(\/_,63$H_\!4$L#!!0 ( ,*)D5:>.#-7->( /KG - M :6UA9V5?,# T+FIP9ZRZ9U13T?XRSQ]XYY\R]YEYKSI-#^TG#@=B-#8P,0*=.G0(]HG]!M'F0WG]Z_T>? M_YSD__0I,QRG:#T@, ATBO&_3P#]C\^ITV<8 M&,\RG6,^ST*?T, ..GWJS)G3#&<8&1D8Z*/A]'$0 PYS!\S7?7C MOO$JI>"DY)64E9155/7T+NC;V!X MU\C8\H&5M8WM0SOGIRZN;NX>G@&!02^"X2&A$9%1T3&QIT\'\F<# P7E$\ MRWG;G.FQ']?5&Z_.<>NF%'SN8A:]:4'D>>(_=IY73 DO3OH/M/^&['\/V.O_ M3\C^)[#_A6L.=.',*7KPSG" (" J]5IA/.C_?4N[[)>_-[-[^/?:*??B;P?@ M=R4?;!QG%E_'^QP]Q/_\N R9M0=G=089:CH36WC\-38;3Y-TJ?_NF6[8Y] MC7B/H$NVK'X#_3HY$V7\YOKSD&^-+7/6=/!M. M9P''4EO/T.UT7+C*A W)\<@S=#K[PZR]>TL0M:CXH<.OH3+/QC+]Z1(W!C\! M\=0@VV&D$88B+$KD]9-,.;Z*G+ZBD-V/9_NY$,NZ:=\J9:G(F9;J]]?;ZB>J]WL:)HO'Y:N>DIAB MLH0&2IJ)?1]WU_A4/\\O# F9G$\#=N(Z+KL*"R0.EN$]\+D7O*7WJJS;!=-+ MF"W][M]/4LG-#JW;$]$BW MF6:X]4K-]O"!K)5U7;M&@/NGW5M \_KY76,>Q M[0D!!JB%D<.>=Y+B48UW/)=ZJ'R -/?>Y#NJZC>U_D=&8+LI7T!-!L=?ZWT+ M.;C4J&DG^M'_7@<;8/*[5_1"9 :^XWJ"^Z]DW38\^G&R%REYGEP^F75D^ 4P M)U;8A]1OS+,X:HQVM^CGR%5Z\MF%S:W/I7>-_VEIB3$S"4LP\6)YT7 ;L]!> M(&_U%'(+#OV*$J""'0#[[BR;:*000G>L=T[[)'7#UZW@E[U7A^AXD(=2E3W6 MIM;!?7Q)IT)V_T2T)SC+NZ_5I32A_9K]/%AE 7F&A<#'02A!2']]4%HEF)I\ MAF.4>:!:?T"ZPB*Q>G[%M+BA830)"\_/>_*'6OW)Z@J?QZ":1GE7T],<%W/5 M\),%BZV ?4GJ59&3O-M7:" 7MGG5)(P,'OI:7B4ON1GX4[P]*NP?\&JQJI<& M8KI '4F5"CB6H7D/S#(W!_ MTYBLTC$J E9G]L:W(2G41 ZY.(I-]6SBR)4_8JG3RG0GK4OP5U5_25[:(BXQ M>M1OJ(NHBH21SBQ#>Z"GX9[]EM-M+,0+ML/+5F/5@6P7L1X5L+66I'9TC'+M M4>:LK+W)? @K^E$C7Y7NU"#,HLH[T&=QJC%]IW!F)>! @DX+&[*[ MZ4OD,+C1801@O$*4[&J$#X5/HE0)]2;-K=(WTT9+PF(V%^B4+SG)A7CXHF%L M$+=P)KSJE@!QKX\&XGY,>IK'/JDC 6A^M8-%U[@2?6(D8QNRI1K +)1[I*B5 MAB7R,U_E"A.,[,V6^B=!CTY1X3/DHJGAO#J78&(1;OB71C4ZJ,B^#BYJUI2I MEWPTZ_VG;;PDFN&];V)9T[!?@.R(S] [.X87L6,TT.LP^Y EX@/?GTJR!8S5 MY:2C)]][[Q5"(K+BE0SSWW6<#!:I7\[3]^W.4W 3..1<>:C5@;%G2RJW4%Z? MZ+8IL,A*="@:VA(CB,OXMJQ[8#O$7&<;PS-6DO#2CTE6DN';Z;M&NZ[M1V>_CS[IG#M0,[NX+0)*O M0W2]@-LT4$1")H1HN7-.(Y$&ZA,$A/RZ<*CN>>!]TWQ._K>TG5V$]_LGNWG" M_81/RH["5ORWQ\M2$4DC4H,C&_H+-\FC1?WGG^9X+?=??+[*\0%.$>>A(U+4NVI.?PPZ1[!O].>11M/K6 M?*.?>3Z@)DH]#S"PT$ J3)1#1IHDVBHWM\M9QNN 1;>[X;)W9E.>4:2* M:F*U'B[[<@$7X'I=5*ZQWZW1W2P[[$"V'6FJ(Q=3M;5/>OC37JETYWZ+\\7B M&RT\L ]*:. :A,*[\9"$BD6"2UN/V3WRE(C3D7ER[<3M!DA,X-#&$H-)47]U M+Z']\C")H1>%FYEXRG4II/CUN'JJO<>%@+[[2![D0(<$,.I+LC$!G(F.;:+E M7F#!ZL":,YY.%P%TB8?&*K:3CR7\=E"NR%*OQHLF7S\7_O$@3?W)^@5S7LV% M&UL7IM.*-*-/SI%LZ+S"8/SD7ZM(*RW+^^3]MV^O ML+H/-(.-*?1PORZ@L\"C0Q-NTING#O@%'$LXP>V[6K96HY4OV=@2%_*B>/YT MNCR6*)?(+RZA@="%83W9IG$[L@?,^HWO0_A9?$-W/R4WRZ !&2B%[\:07EK/ M(809<3Y/,,$DW*]AYB2'8AO855A\]N]ZIT=$WTATSYQ46[(5TW#M\.;C*JM2 ML"CE"O&0PIU-=@=" FB@\WNXBJX/P'SOHDI+TYB/%@\>Q@6?Z%X4'R?4$X/C M?0RCQ;^DV4\$%GB7/?1H5&E)2J[$'T15U7QH:GJ(:V[^ 0.CNJSE7">52P%G MDLALF[A"3)M5A=PJ=D%E6@8&&'1<@B?@HS-VW6>@H$F<"*?&?I.=3NYC^$RF M"FI>E5>.^_G@?']\W4[EF!4)<=N0&K2K/2J)6_8$GADG7C'@(:A-]'X9]&5?OS9P'$], M=*@*WC] 4WCVJ"P!Y5WX["H(7@%[? P5F/VU+L+5W'22T_9\#!X#K:\WV:A< M4,SLBW=M?-T[?;#R6##;P/[=P,N8BGPN.K/J(,2';*_? #JKRTU1'2"X"@3\ MUW09A;G^:\*48X9KE.QNKMI*K+HS#-C)>F"(FUH(U$CV'O$(ZI%P?ZN7= MZT^ Q["\KK)A>[3:R+]!9U9ES]^0/G41R.7$%RR4S]:=RU? M@)30J68:R$U%37V>.-0S>&I4&-7MOV X(XP. -[K(U"4.\G7::""=L/5S;4E M&N@N+.4X_D@*X,Z=87BL \^QAQV%@!MOH+JZ842+>\@-JD"#F2$70H&DFEF(1.%*G!E4-\=2)MFBJ')G"K8[V6\?4OJ-*9:%:231 M1)%_[3 *GRD-M)7H];<<9S5/ YD3/3H2N.*-0I%D>@X]GB'Z4EE/TU%%PC,) M,YLD')C_)W5D+B82*8T( RR)-3VD-1$0R3JSROXO$D)RS(RIV:D/.T8++=EW ME=GI![HVJJK8W.?C3]5B-Z2?D.MYP,NSV@'?P$Z0HRFJ'80!FS^'(JMB6X></'.Y^I/B=R7]BB$%HDKC.ISS,L#:\- M>3Z%(QS^6N0:QP>M6^6XF0\6E\@]L#!Y2OZ5$7^M9@RZ\J8P_AKHOS>]_5'1 M?\DHULXH$ )S[$GA ,#'AM01,+O..>J8DZS.><"&=%I;!&M/8D J3&BQH3 + M:RW3^=5_=]>)%VZY+XC7_>X(RN9 BO?"(=< MRF>O>O=9/&9+D?AJ-X0A'Z*/"!C5_B?1SD=EU1Q_=M#YLQ^7WE'DYEUF6[-5 M1&3VV:QYG+P^LBR3@&;O_N%H-R*X",^YQS>8*X:^8EMPF8,R,$2LP8>U^@#> M1,H*6@$WRJIS2KN?[&.F\49=3;2\I@1?YBBGQ+GAKBZGS]Q>>3L M^\5&$I)Z'7'J)+)-]YDW111' [%?,AN].[9UL*4Q@^M(KS)%*4=-GNE%*D_( M[>=?W/"_7>(T;ZK5*"A?'%@Z[MR0;+_1EP7??/ILJ6YGTR!#2IO\OOSO&]-R MA[ZYI-&OQS+#(C-0ZS&PECD'ANOG;>+?&P?N<_CWMSU I+#"-KI\XV M3ZY9%Q9.I4V;8T@RLZ7[P>WHZ7\H7"J,"&UM#3-QI6^6MPAHZN)7LT:557(D MP*QEK;MNZ1A-*YWDEUQ1]Y;-G")S>[<]O;!>Z4 QMQ?X_K>%RS_H4/%K]<=0&8C MR/>_T&O=\@X#/#1LAV,.2+M7UT(,I($N?JQIJ)+10UMX^7)X\MU?6V2)GK:_ M)#W(\EYT6C[HHN*\=;*I"^(_^4"]>/WQCWWBM/I.,H!SYMF&U#%1N)C(W(#X\5V*%$#" MH>>P?9W<.J(()12//@YR'D@C&&)]V==N>NK<_.%*_%-RTSWK;,KC\G55U&SJ M\*4<18=-(_Y6O2OW9?[U ,/$0[*GCL)C(@P[9UV)DZK?$+C<1&)ZM;F_I7=O MTCFQ*\Q-9NGA^YH[HYQ+)=_#'B5 ME61Y] FH^/+.O"BA2-J?;!8:T&=>FAO_(,&NN7+BW K' L0^&J_3!. M*AA0,&]I.K9J0">TN>!'+R[^LO=13'CGK9QD/+)LRU*ID"OL+;+B"0\LT=W#(R7B&R16N;T@R= 9M#R$C,\ MH)?>PPI26$T821(Q&*^QAT;@'M\X*?TC)?D)8 M48B#,&I=!$IP?9K:/ M3#ZZL737JGK+_KFE\-@72Z-)^L69.9E:VENC\4V2YN$ MR-*WOJ[C/G/5L=05/)1)40N*K8>_%AC64M;X7*E0J:5481HFI59?,LH]WS"U MV3C]G=J-WM([5B*?%%#/)A[20%%U.+#/TCSE"'D)^ ;QH(%F,6HT4'0T(&BT M#NW-/P6"EJ*: +6M@YTLJD@]+":?UX1WC,J _(94'PN2<^[A6J,J_T HX.!M MD+.)=D$_\(V?#+UUB1Y_A)Y^"6QN:YY\VMQLWQP8X'U^@)L&NM#I?I6XEHH< M1M5>VCSM[>%#L5&(UKHIW-WK(PR$KK.Q&9;>TIE5_G!V]]N(M_Y\^+MU9E^6 M]8 B(B4E,ZS3-:/:6UU[K=W=P)+HNTP16;CNYHVKZV$K>HJJAHG8+.UZ36% M4T\N3=@MN*/\F8_O(4!SD)X/I0$P:)G5W&HV#;N#@;BPAQ7%>>M?:*!8B7-U5'=*P9%UPR,7,;_Q.?DA+P-;RS7W+/;DAO=5D>Y0U^F MOA8%%HAQ=:]V*7>)SKNA%RZZ[X:Q'LS"G?NIC*1/S;YGZ>H]3\Y>06$K!BMR M=5P9[_$G]?-)V9I-)O*6O]#CS$?/A+GBJ9I*.]%.C*T3@;-MMXD3^-J-),S< MI0>V@ )VP$WDP_3?F92'[Y6FW\[U/A\W9$Y9>,]A^_F;,EF2PK%J-JZE2M\Z M_"\QPR$TT#,.STL#Q5,TW.>VV677V7F M;A*YFY["(:A;ICC[%:GV&+X46X2=W+7[(EB1'IK68\)S?I].U.T2_C)=N3WM MO.% -;71KDW#$BP2>1BCTP6H1P,J*^H/*]<;%O8AF'6I4\*$ M.@Y@-1\&HX&LY)#[2/G_DP<6E_G5U\/R8=@2U#D8T<_D/02'R1-P %T^2=8! M%^5I#)%@RY$1&]UO;H2N_IPYA#_'JHUB?&M*4,+Y1(>EGV[D8>#@&/&WDQ=Y MAOJ=!N+HN('02B-[$2&OMK5,<94T$$B\ 1VO!!6AW)HZN'AU=X9>U8F]^_[] MF(U0[\%AQGKRN.PQ0]?4&T2P"(ZD1N7[_NF=,5?/$QE=#HQQC@-&@IX97]C_ M[9JH%!SF'<^( &A<-=1$S4)_X1?)>1'F.ZKTW-%BV:8"%SMMP4*6PO!E<0S M41[9;#&$1RUUH6I0"12DMEK-"@UT(!-/ _TU2J:[5D[(#(:P&C%, PU@\>\V MBJAC11.#.T>30$;\\5/Z^ VZY"[";'(=ZW+-\\$88[=F(/R0"Q>0]4GT*D_W M!:\S(F@@";9C/0*UH^-\#94L?!2\L?7@BTQ\5B=90ANB 3EIP%)%5R,\O)8E M+RY1L6LG\N-VWRBQ:D+P^YQ[[Q-B-YZB!:&-'O^XK1XH*H%!.43TII?#X52Q2 M5('>&HH((+H<@?&DJLQ0>;%5++!X%?;YC46>224Y-V.3FO-5VYGX\& ;=]E' M8P2T7OS04/(O2A$-Q/KM/S[G,X%\[J0 =-@,R.6=T$#XY\D:;F>TGNN'_!%BL9$!S<01K8X*0J$,*P)NE86>+S(\LD]5IWU:A3D;2T?^K@1REB3 MY$V]4I-4M7\)9I%E4J5WUS$\<+Y.-@5ZIAM1M^\ P5),,J'LG]];H\P2"T+O M=ZF;-_@$#4OI&\^L6)MB7-,\^U=T). I> CW^-#ZTS9G?)[D]1)'+%_<,D]4 MG_WI\@?W,<:6$>4\@A/(\>LYXM+^J8F%!^&]T72CP>A<"_2Z>6#6[;;0L6P) M;=YAI0CK!*P.0\*MB0-T+)D(0/H^>62M36#7/GGQO5!18>J:7GQ MBO-+:4# M4*[\:>]I3K=/S&P4GFWJO ,I)DZ^S4J2(DX]WPY$X<,#>G2$@;#JC="W(F#B M5CZV9)K*U^7"2&[ L_%MB'!/%TZ(3M8?:PN9S\C5K'[)W59F_OV^65V' =7E MO]+9-/GT) ?EF=G< +R7[!-Z[H,$554@C-(,1"[I7%,YLWQ_8F[U&'S"\2QK MMOZMOZ_H)[[$&:8/7P!ZP6/\^X5(3<,'G>1#/#4O<=T9W]X/OS%_EV[Z TW> MR2DDY[FE',B)+C-F8(++(DK6EMRF:Q0DIS9[:UE,_@8/_ EG\&\;J\C?1+AQ MKTCU:1']O#%\ C+%XZ9SIE*!/M\H(S7*;2R W[3Y,"L MG0N>,4&"2W8!=;/U"=D M#W : $4$U!;'L2["B$@OYU06BMOT5#TJ(K1J^WT17 G0ZZ;R?2$VUI5^U8*$ MNX3.L:(Q3K\<9V^[G&2+!4_\*G:Z[6(I\102 J3A#BE\T-[:A8[68R7DN*I, M. 9;ZC1OYX&JN'*E$DHS5>KR<_S.,_'I:RV@YU]F<=+:S$NI'-!9H MT':S:G\E231\Q%]P[5FXI711]6PU\L> MW<7%E1-])=(6)5(!NV5=K4X>QB;Z$M4'=X^WF4EGNK_S>M;I2"RS,7WZF:.M MP7.#8L,VF2[K(FPE;8'MLY*V-D\P+U"?*)%IML3(.^:,OG*O:8JA<'%1S]N% MT->+%0"TDPZ[=FF"ZF"R36&D M%X;5KITCM39%&BA&&OP'T4\4.WM23@,Y@X=:0;5F"$2>.KY;?G0,CR)QZ"W5O/ON)?Y$LIL?Z;TO<@K[,S.4'?M/TQ&:1$H-) &E5Z+<(3Y MC7 %\FV I0SF@'4N_DF= S/4!-D?EW(\M)V[[;W9_4#40#H=JAPWD01XI FTT MD%0&'U-<3Y\ 8K(D!COUL4C2FORV?#P+ZN:%F9Z&Y"(>=S_Q4Q]Q^OO8CV?R MNMEND4&5%>^?A>Q(L8QYAR--O%LOC(=RF71I-%Y+A&Q4X;BF*JA$ \UQ_!IB MKOW24M_N73B^/1B4XB,K]Q-)Z;W*%+TL]23EQTDYOC.6!N*F7J%[K^ 65-_H MZSE(_([W094C@J]R+=0GPJ_P)ZRD)FI;X6I;@$BZ%THXU"<[P./IKOTP-V>N M;C>OB=$@%4H#=2\!9H9@SC;F"2:J="ZXVI!?-3QD8%0DMPS,T\$]E [FT&*6 M0+J"B6GNO[D&5^):YK^P96J]41/X5[DK7(OA<-E?B__/"NGU\ M%SN%./ MGK-,K,VF7>0G\>^A)[\R^4RD6ION:^7WPR[IJ"+4IO>/E8 4/)C+Y*-'44]F M,)7W\\1V?8/&=-&R?>L2Z\*PB'..W8+747XN7Z:0Y/MGY5>\'HLB$:CN'X U M!D+\A#BO$412B64;](>L[)1IK5:';%@H]-!S@5HW0I=XVX$&8HL+]&?^S3OH M>*EG]^: MAK/3%*OFQ5!-7K@YC.)JP_6NJT*#'EWSGN:^[VUYE1$C+T(G@EK M#+2I>C_5^6EP3Y!'_%RWE;-9^S_G(#>>F'CZN/?Z0;@9\=2(AEMBJM_(K0%) M_KZS1GTWC-25*XGK$$URP4GTE3,O:*!Y&,[ X/DM4Q.KM.<$=/,,4?F/Y'(, M5@LU<(OXZ QX[X:'8UA0"__6_ 3/) 5,6HU0KIGK)_/5_D \Q)_XFL/F-7'/ M-AX7K3>&YN[I9F64I7UOS/ ?5HSF]I\8JAN*\A_GL1KV_?K>S)OU!IZBCVB] M9,;^W<,L2/JQ(GM\:_!;C+1YO%WC]K@*7K85S"HY4#'9]:2\6^W(OUP=OV$@ M!0LQFC"W:WJQF6E)'B730!GJ$%P%A'.9X?WE$[3.N4P0VULH";PL8 8]3!?* MN> L*;;<\1CX7+JFT81%"K2^P-I)8N' T1(3C4:537 ZK\+V"C3^02,=03 M7.N[>7(V12&N(4R.5^@@H@_%+=[!R[G.92\^V^AQ557&9USI[-VA"CX'"CF_ M'OKUYNM.02K/ZW.7T9> @,L1?6SDZ-M,3*+\:G^*^AQ:53+CFJ,A+.E_U"H" M%\\6ENLQQ^9(2@?BI725/<;*618>SC96[T/FH,Q^_YYIZ0P1W^7T,^H&78F+ MB'IF>LY,WC_'5SJ@DEF\SN@GA3*!N$FTMQH+1&_!Z'JV?C%;J^-J1&\+)B[0 MKTH?GA5I<_E;ZMITAD9HQ_L@B8:+W^=X\XOLYV[?4)YZ:[TW:W)]F\KFGG^N M&O$8KYG/BKA^4B":L;.U?9]NID3?TE7=1% M;,G2O0W99UEO0[VW]K#^,IN]=,//P'F:X@TX/+_%3SJ,N2LL[!\DS(JY+(+) M\T0!L$X&,3K'N_\ 3]=O_><@&#^N\OJ<0ZZA$/(^7$UM80>F %,>E;&L8L(* MS*4;_ LI2/1[_:)E!CWX6,.?NC"8_7HF VXE]<(&WFHP M9#*W_8VR27*I>2WW&^U(6NU"S77)_ID.R@=WE<%=]I,L-GH$*8MBM<1ZC? > M$:YQ.65O2[-LH\DK'8UIO>!.XF*VET2*L]BYS#03T374Z2K9H"TV*@]T2]&W MU$-5(SRINEHIZ8G+EJ!8ED],"5:Y;;S]M[5_3%O+N/([A:M3 M\J(M:?OZ2!T$^P +*1L?O7VSJ1\I/'KO0DK9D7#0CH5"OV_$A3.2?6PQLJ ^ MPV0EB6[<(S;@'4B].U-X^BK=>-_98O5&^53JY&^:>7?)]([2V>\>:R7OBUHR13IA#H*+([ M)S,$E]]OUUE>O&@@]6CRRFN3NUG\-1]RF O;DV]4!J:^DAX15K-A8"N#X%+] M-%%=QA OYF\@PV-1RNG&BXFKPT $Z>P3-I]^@:V='(H>#<0RBBM0A_#I")T. M.&SSPE..=Z+[^9KR_TXY+AOJ9G\Q-.IS[7 M^:__>Z]/ MK!XJ>#\V"*F^FL3.N2/V^<-]S<_RUQ73\F^G&@KL#8<1(-W0"X9:U*O >YS< M>9E'R!]'30E*,FR2EQ"C]4L&HJ):T0)=H\8C5A[8AV8]]U,FY%D<";V*CQ+#DM>J/P]#"/_ M/4'O2UG(F9#? '2;M3J8K"#LKHJ^0I5+F74:&3%\_B'MQ]/E-KWE50J/ OD^ MX(=#<\$Q6*02*EZP)F;_L+.).!JIM.51/'U:0_:SO=>AG0-2N&%62&M8>;N$ M05;T6BI?H-ZPY?4N\T2,)9>!XFO_M%6+6J/&.?3-,8G]>P>?[Y)G'=*C51=-3*,C*D>-S,PL31$3T.NB6FLIB2#YI13PDGCUBNMPH-P#EI%W1E#N,#23Y*-1RF3:Y&[(.O1,"6(DI.^?DQ&4R2YPG7"- MX*QJ7"I0;:]K+-=DKK^^./T7.83O')M(1!CTN/V4AN?PZB7AY_:O Q1Y#\'D MBO+8B!QU9)7&)[_?-KZYI5E>0R<:;9.$52CJW07D4]=W$HDBY_?^8FF@*4H= M[(_LC,Y5YPP 3:K/MSR^17D!.>+K"D M/BQ@>AQA71IY527(<2>-.B(&:WH&2GQ.NM34 P;_!#*7KWIIE$:$E.V,49+. MTT!FS7MO]#W(K0-%3;Z23,O6]LG5?^]_?=(\Z:*P:%5@)I,QO&CA ;/RH8'" M=)9BD;&(AU@UQG=_'$S3VF[60%D[*B._*UJ%K"]E[*_I6JX<.BYDVXE7&M% M']C3SQUO_(M8ZS<+18\4?0?EOT<^81;J$KB<]S(OU$WDUW)GA.82(/FO?88J MXFXGN86N?KA(,;W-%Q-8Y4R. 58K%DI&,G'AX-ZC#=AZ:'#/105H;=Y* _03 MW/=NRVN6RHTE^;ZPT1N:";U-1:@N=>5W03N2O4N-$@T8N#,42/+&^;)O9/'U M=R9GCG[H/DI.*!T(^*A20+K1-Z0_7>TZ_79-4/M[9LHZ+UDU,P46HGAZ$7VT M=G:SMDW/S%AKB.MUK;?DBY-*8XW*QO26ZB5Q&HCST-$BR*6OV<%E=T6'.HPNDF!IZ# M*T>ASDV^R**SG1$#='6?@Y2,GH%.K9Q\"@H'&TXIG]B;O?8.(_3W:X:UALEI MP'@$KJ;+(:\Y](8O5UZ$=.^$U0"N?>82[[)*WSJW?SFVN[+'-HLE!P%04HPQ M$%$#WR!_!0:(2WK X^4M";DPVU:@GU2H'D2W7WE7F]K' Q78X?:Z+:3]HYRY M9>#'&N_<2':@W25-[$QF<$WM-O]>_A'IMC4F)N.AG;*,_F"^BN39M$0;I6SD M6*]8^H'GT4/5@FEJLGKD)_ZV033?"I HSSB6+//SZ>Q^Q41Z:-X@!QG*+&!F M5G2_GON?O9F9HJ?A$?.9<^ -;I$E'6BSP*6043._ XQO0N(W-MCR^LTE2O+B M%$6<8G42V2:.@UZ$5GB@&IN2Y.4I/$6>-!"Q3L$'Y=#8G?3\&[A+-\ MU;".(WAYF^U 3?)Y;>U,*]>#:\O#3,W '7(,(B"'4 [P6^X46%L4:F^?JJG1"E>:R6)L2/K7,;X3&)Q\ MM/N'*7E[<'HAU6 :\9C1?.*AH^MR&N)+&Y=)%MG,N,*N?GS>JCWY&OR,!3P4 MGMGW/DC9?$ W]QXZ5M0R@U4^H&DRM[#@VO &TC#,T9:Z.M2;R!2;M^["3VUO M+]?Z=LRCMM:P&Q:X-3\92*[!ILI9UK:S"'XJARG3FM$Q@_E\_AW5+&/?5)>=*:=(-:I\&*@+BT;KS M,I_NXCUWXGB=A#X!5LO0.#X89]L54@U!>Z4]9;R>9>')D%F^P2127&O6!&>U2I7T0U5VC>JH:^/IAF:<7_OGS!1K3"N> MO\6(K0P)^ \8'N]ZB/8%?U ?92W:DP03WD@%]R[\$'EW@[4M[$3#[EM&J@G WEUTB<;.TT& MLV_YBA+;TS.B3I_4F$5*4,H MXA=DC*?$VDFC6VRD">Q1:3G/8832J*!IP ?;GPB+3E-?,Q6N]2&O(->A*U]^ M^#[#1,E;RK5]Z948'ZP/APD)@X]]EI]-&NESY@BN! M!'DG#ZC8LECYH(]BI+2]PMLB]69] RUT>(B%-RJP=7DDN%J3'7<4*GRB<4@N MS8@E;(,!_J^K#'OH_K57PRA&)X63""T3'!N+$WRH!]+8T2 2@0%T5_LXDT0) MAUMNAO9$0(EJNGLHVOD65E%T4&SL0H!A>3,IK L^*\DW;10;S^I5\K%6H M@"=0F0*;FS#-MVV)G[<>H[CP8'H, M^)Q$/^O.N!G^^--@PL*\*5_M6TW]0=*';.2J?J>!:C>JK7@G>A^];79#6F5@P6/[[V-.<6;E5?U^I*\"LC,XX<%]>9&\@= MI;1X*LXP90:!($+@YVB@4\D1N\5GV9&NB7X#A:0"@[N,A$R-RZA,@4-,O%'4/YJC+CQ"$6_[+@VBYQ""5%4"?E" M2P *FJ+U\-B4'Y'>>IMPIJRNKSLIK6I]:9^33[[UT6+ M7_ ;EW0>EWVL5HHH*V^KY#"S+-RPM.QY?'7=TN*^#UM^^O&P>$VX=>,T9FR] MWGV4"YI\(]%46FT]!"GYTR5DP0BOR'/-A(M_V>,C1)N[S,#2NWM#?W >K7H8 M\HZ/_XU_2$_1S,_]U?E7$6NZ)_GU%3JU;.NH=-39#J636(0]<>E!C#')=ZN_ M9DW5+C-)ZR9.FU>1U$^.:4MIV.'UR(JBYE"OVL/BN/3Q)SQ//]O**S=EFD\4 MQ)-'0EP,/>0(4^.=CVD@X8TETK5Q&NA9)]D@9KSW\\![BVOY8=;MDO.+E^ 9_X)&.4Q#Y]S(+]!!%;.W&DG\?_(/%ID; M3M(+PQTHE_ZW/0[DQXBCXR>=46PL M=+>KC90!"OOQCGO(.55R"@)JDSI51;_/?'361T%W06]RD1BSGQN)71\5]H3\ MI-^V*;W^]\2.O+/MG]9D=6'$*<()I!_%1@DF@$\[(ER!]FH'N&9/5E.,Q'0@ M>HZ+$-677C%0XF3B>C@7F$_\['+1(VCEWZ=&LKB0>)Q8WCVW6-MGC&I3/2OP MP>?EROP-]BPJ]#AAS?P][.;J6YV.1+8-]ZV&X6D"]F?22!U&<3V/_VH<>(S* MCUR[-F[E*.*B92"2(W92Z+>2N"+?UM:81@,9[VC(NGV''F^@1\'CZ4\-&%X7 M!^%?_;T1$#%_*;Q_NO-[#AS=1\#T0I,%MO+1G4+?UEY>1UY.^1?D+;9 MS"T2.!:A6^M);@R>2VI/\&A$^:;+_VF(>NI!5ODG&W=F28]1^>9KVE4Z34 !CA? $U)K(&Z7"++9QH:3J&%/OKQ/%C?^&% M-VIY-8&B7/%WNM&NX\T&MZ!5$W9(6\&*]"NN[/O3V,7U.=C9L. \8:3J34%L_A[1:?EOR!_3K9BTA?MUB,N, @FXV0L69- MB/Z"MD+#=.)Q14J<,$&GC<"#528\G;YP?$XT-QNE95/KH2-&I+8+9-^9WD]Z E(-F;,N<2GK322(;ZZ^ MOS4J,'*S+Z#W"5YMA[G&=D"A8UK#V2DQG6"=[2BGMK%6L^KL&>_^/ P]2KE5 M\FTUI=\I-#QY7QG#'';@WPI^.[X02M84>)8I-+9JVSN MO?-HYK6FUGA;1,^O%T:?:KIRY739>6VGBR>W!"BJ?@_"S9G0VJX!7V3/J"!_IWYAMZD:R[QCL,NW\CA M R (ST79SVKR)9K@%JIUAHAH?&ZC1GC^USR^F$NA(:&>A"8HJG^RK)0(!+>? M!P,2F320#-^G(AI(QYTN;"M@)3>'P;B=;O53;$0LGB UG[O(0B2<67L32%BZ M9'B?R=S2%B$&V)3"9M>S?+$PT,]U:ZZ$[(O&0UU4D?K.SU]NZ3K8.6(Q_0'> M&BOI+J\?I.@)7V>(^%MOD2P8"5-R'TLP6^M+%YLI>C !"Z=TW2_,G9*FFXT; M)::0]MO"U!(\](+7S:KI&OPPBU7+ ]OI5?/QC[X^#)Y&#[@<;HN]XD[5]9F[ M\5Q]]?0&'M*]L7G2A.]\I: :OM, -[SU9>%@[QD8DA2\;RZK(N(]&'AM!&J] M:OPV&^GSX/?2<%VALI?^M;X&VUYO_JE*[G;.LM1_HH.C7T=?QZ@#$&+]:C7B M%-XR[\M(8%Y8T&%9-D[U*_EXZ2R2N_,_43#:.=D273N:^3AFLO[.]XBI@"X$ MK]% NX7M[:BCQ]9]6JPG>=DSJSSN^,B9MX$ M3.2;OD-R4F2;T$,1>,S+RVCT A;/QM8+YN\?$,GA2_[E]PKMJUL8$]G=3MP' MGWRE7V$P8GZ9]V?\!I5@?2)=-"I$)U\_&(*%@)KJX(;8++N+G".Z M18FWY'=3.8DST:L=MJE'WDQZX_MQ-:(OZVYE^GN0/VD/ZCYL*WZ?8]C\=[Z&\QCOEH[/6>^:\2./1P23E9HK1DB)5U?$ MT'/@N"7!#FZ*X!A;+%**OC[=U#/CJOS+K23YSRZE)[6/'H3G=;/$,8X4^?=. M64P/"FP_=;5*EG"]C[2"S3O#2,?\-)";PFP30;5/*.1IX&?2B^92>X0(X/>" MR\\K <6), P7M6JO%;H=OV%,'"D7/OYA_Z_UE79P-^QG#:X?VV[')@+/N&A" MD.P3>)EM 323(BQ$E$AIOVI3I/]N(2.,B.FIE?R/)A RI>[DY_,?_4+\M_;8 M?MZ:-P!!I1X@BL_PWV^[\(C]W*76HS!VVY8U][,N0 MF]F-,:7OIRCXR6PUPO!8!SF:9=HG%G^1ZRX)TMN%/,9IHADIXC]*DOJZ M&*P[.(C?-=H4/SZ5^#-3ZO][,$KL;,C,1 V]_/L-JD,G']U@WS66GFL\5=%>O!J;GO_QBK1?W7J53\:-C)"D2(?K M[^Z=9=78/8')?%C75PTZ/MK_;)639E2N7BY9$6:/SP8#DC:; Z(?%Z_]0/B1 M6'%W'F? 8E&\'9) N\_]W]LM#5-M-MIO1U.70B=??7GY@N244D#MH>MZWQC! MR35(76?WW;RA[(?;"+8"3U6./#/D1-F:?\C/<9:@EP=)R8Y2Y9L? MR;6>I2[OZJ>:K3PG"4.N54/&2D5-+HV9=O:OQJD<"-DQQ1,T@B.1E(,2QS_9NW$ M[#S#99I,!6;_%9S>@[8US'':VV=[B$6[OV.$O\/HZ@?%_B6<#\TY67GB%Y%3 MJ;J:WZ]$ ;$R802JK 3EU(XU?.249L15^00DLEY$97FN80*GDU<%^YR=U1X< M+2I:8=0F,:IQ/7L3YLLPO_"@;EI93,Z@63^+I>&#LW-"1? ]WQWKEB ML6F)2 YHZ4S(S !M5RKIF\>?^=,7[/WMPCGG-UW^&H29+!K(!!JWQ(*\1/$@ M*L12^2FV1%@T]2I"DQ05.X&PQ-7PK:FT+$53;C^2C%_Q5O:6/E+W]KUL$GLY M5S1+Q2J+_S?HAA28CT[24A0NJPA,B@37^3+XT:M]*_:I7Z+;"8LDZ2AGIL?/ ME\DD3H39O,>R:Z*KSR_12N3IY-R+Q$>%'](_9LJEG CA?,?/BG#\6#Y'J'6 ML=N,*BHI*BMR]OL_2"SK]O,IWM!HD#;VL7E;HK)_W/EJD^N'VTM#!_90X2,P MS,R3J>G5@I,]/._NMY^[^@)!HG\864[CSOY[&_'R5W( >J>8OFITBN"R5M5/ M8NE1/].G2+^_(6R[-M/19=SA +T3UXE+[22:&HHU;=X^5LW#!F/96%/0>M0D M@+2DT[#+0-O6\.(?N!VZUI_YP%A9[7R[K416TCTL MF]J"5YA98OI.Q8NQ]:QF"JM0F/_'CCN:#J\ND.D(NJ[0T;R_V'42U>F:$T:Y3MP.76THWUA*F:^A"V*>)YQ> MQZY.%3P^1S @MWZ.? -E^KU@CGK):7#@Q(LQW-X7(3\3?# 3' !>Z"BY\2HM5)?'1*Y@_LA=U$>6B ':DV/O.92Z??84+FD (OD$H MQ/0X79G64G"#) 2IRU^A+H0M7!65+V%]&> M\7117=?_@8G=G76W?YTCX%$Q=?-:V4YJJQL1/RTA^%$ZT'M<,V3.D_<#![Y1 MU$N08R]*)8(OVNK3ERQXUOLD60>/OL(',N-E:P-FG-&-Y=]S'M3P9GD4'WS& MD\ 30F?RG@(?:YB[0Y+U+'FD.:D_AA1_"L(KG/H:I+=T 1^C,*C+@ Y\<']5 M;2&@L3.Y,Q+)=)+JW<9#BE= 4^5(&D ^%JE#;(PASML!=\@:'44?@1"7:;;8 M@W9)W2G)^K&&4;;%JH:/D#D+L\P6\\F/VU4]GZJ^WPSK:SY617Z=6]CI07/ MWQ ZL4F?W@B)2>5'2VM2 ]\=1*X M0UTC_ J&'@=H531$NC(BTMF$ MS)66[# ^CHG_WZ7[=9?0GS';R0!VZ%8%QGQ,6="UM M5,DZR8C"K)./HG,K (RIHW'X[;1C3E']$\& 0!N.N4X%K-<7$1.N6>4/<"5\/NQ&G MGE\H]?3+C=#T[?@T8-CIX9*1:1SWX8]^\'X?"I=,)XG)1S%O]V1EF$;+;SVR; ML)O. 9S!,2#\E'K8W4>K%F/W/9Z\M3156>%[N" >F.KEB,@71Q537=?-X<:4 MVS&%)0J^8.!.NMW;D^SX*(V4KO^+L/,.2/*+_SU-,S-+G&DW-=E"-6P.H4TL-(@= MCH%78 X%^HRH?S:F\K"XERC8@PCP2X0G=1 /$5KU\]BL&\;_ZT<"P0^U5'B4Z\HG$KE.W,^/VM?,!Z7PF M_T\JZB%V,BXY'M7QD3IWL3O$/A%8W^X"4Y? @&S)$([:#JD6.J#'%X$4W[@N M+_<3C$4:O!^0.-1K5:O'@U&R*EENO!\EZ/G=Q\NB7C>U,9Y3I.P7TUFI/I7' MGP7 WS_VG%>BL.JJ&FZ[0CRC(HY9I0N^HE_"F-X)=!&]CO74T5?'_'$M8X+V MXY[JV:#A1M/TG-%%Z&EX7'?C/5PG3YCXM5:J^ZLUIG[)E.XU-NA)(A-_PMJ$U]N1-9A?=;+E@Z/7%-\ZV(7,Z+_:+J1M MY=$X6]F:7T%^ D/F8,> *X_;KFU _%[G2K^O\,"]9?7N:$W@M.?#G^A[3\J4%_ M$Y>-LU=6_D[P&V2.>!!K":NO4+/ M]E Y1/]O YN3)_$D\P%IUK(3*0_3MAT)R.?URI,A3)CHZMF/Q^X.HW/'_N9; M"QN(X*J::8?]EC.&]TN67>^%_WG^IV-$\L;^N?O81Z__T*>F=GNGU&'G\^[# M-EX^:G!IJK^U^-_C!X+TSR*"^TOR3/Y#+.Y7HE7_$6O[ZCV\_^JAV<'"P^M?AP^X26R0W4B#'TO"4ES,-.]2 M)/_=;-. HF@8(<6V9'05\D)5QV-L>DQCAIR$_B0-\,NA3'OB0^H]!M--NIYO?REHB$W2Z>#3KYEF,U M#]1P(JL?!3S5XPBC;S4H?#&$E 7>=L%50UGB?'RH/UK!OATY%FS0M#9L;B/7 M;&=U71T@8K"39LLMJ<^+F5>SK6RM]N:XB_-==QR46V-DYK V@)2WLMMAK8^W MQ3?=9&78H.9;*FU@:Y.>RMME5?>L]B:YE^X X0]WP5-UT%+_%1:,2$N7<6'/P<=9O\<$Q7N65L-@SHXLKA? MZE%G]P[ETU:7I]'(CZCV8U,<2CEB3A#$!/2>G U5E%C" MWM/I1]V19W%S4.#PT";C)*L_2C\*S\=WZ.]^]M:JIVH5),R6S2**V0J N:)\6IK6EIFZA7^@8V.=S";CYN@L][ MLB8T?RQJRC K$JOO42W# X?F':GYD3MO216\=C<)6KPK(14\30^N'UY2>GXR MC*J+A"]-&+!!K/(;?J/Y5FU+HZBWNK14PHZP=='8 SMNFD^J9HR\5^CS#X? MI3:JZ,P(VEQN.KVL76[VT]3":@N+CMBGH":UZTR@3+ZO9?&G/%>[["6,6 M$Z@>N;<;QY+P.GCW7/I\ ]4RNN;2N[.(V,,N7(<2D735U/@3)XNDY:GKB45Y MGM-1?Y4Y-KQG5'M_BE#:N'FY-032D*QRF3_(&FU8'[ =P08=S=U7&1R$ D$E M4>3U=6HV/7>_RN!TQM?$^;40<(\3M#OD7(KLS^P:2&R&\]6J"]$T\&2'S)&[ MR-\2J7J0PSA?[$$RDX_A @A0T.GU6:H!X"D^DE1*IO9I8=X3=GF:P'4*^" Q M)EE;)M.7/(V7%D15ET)56*]>%P=VAUE"8@90SFG9C6%$"W',XE%C"V.];4K% MJJ#3:)I[V,RRHO82\N[FUE#?RCLX;O;[WG\$>,^R?2I1N6B7D-A^J? M*?]@*2)$ 7-:-3[3X#103UUJSS_=K!,0J1B %?XMYE/_].7;#@>CUOH,;^4W M@7R"_3EO'3O(SHK);9JYII8FPVDO=I?].4#FTZO)^#WQ2/=^5LAP5TKX,J!EZRSQB)79*2B2DFQ*)EG?@#J9BPS M#!BF1G$,PA38;'.6!Q88BDQ[FGRTP4DFA"!N3X.NI=.REKIP DSET$('TQ-T M\%$]=]^C+31I\ESMN7>&&,\@58KO,=%)WME/[UT$>J4&F0+3K..]5 +KN#A- MFY*/WXSZMW;K28HV$ 'DVY%*S:.(1[(?[3+M,Z-]?&K6@_ $S[KOQ"?Y^*R6 MH@<]A7A>J0V8':L,7/Q/0_<4 M1[A15&\*WG,^LX$^GF&Q(>"\:CJP/(D>VO-%A7]'/)57K[&6 M6-<'^9:26$? 6T*Q;CM7V@?"CLVO#IYI>C5_5J#M<'A>S\O@;?0?E#\;=-8Z M#G 5#?FWKMUC97CFS/]O-U&P78^.3P$@3WM-^;Y!Z?X#CL"=DJUIKGF_OO%Q MHXA:\G'(R<%27"79TE?IX^?O\5B)Z/CB"_VH#'5.(A=F&HXAN$G[9K9 !2WH MSJB6^HG?]?6[F1 A@W,FJK.S8V\$9AQ-4>1S/(OFRM6MH",Q;0=QH_7TB*_> MEB]1XALO3\!:3R%,<@YUWS;@'7_R*^^"*0@^GV3/!BD-1NQ%Q"&TJ2=]U[3Y MN(" "PS7S])B]TK/+CJ+G\T0(;TM/L@-28(WQ/^X\!YI_X=II!1A0BE7[.-6 MJLJ.+:G)_-+K26PD)1*(B[DAQ]+FQ#X9-/3?HKTK8TH;/:I3"A M]_ "7R LCF.)?KO*3\ M]:::<>815[)V?L\7P!K>K%'>^B5/O^FE5-#GA/ M^=QD''EP$D47'9] [ISB[YH?HTH"D,97%I!:D9Y="=^>D! MWL_7O61YRC)\<5A+\GZ74*UZ]*=?C=Z:U8DX>3P9WB=XDR>V*.]Q_OBG,:6& MB)![BL_[TG7+?92XMXDC/?1$ESRX:-J2:*ME NG$P3SKY>[[/]1Y'OJ]TW,I MLYQ2()63RT;I XKV9I;!TUD;/4L.JWD7IXR9*KZQ9U^]Y>ID@Z02[I0Z.&\C"K0<[7^2=I/%UY@NU5I18 M4K?NM()K]#^5TX //<6?4@NGIF:9*@[C'&8/"J*U^_N>N6-^H7T,YPX!Y&_; M#OTT9G@X[S<2',<0VI[EO\<-P(U1-I'S7R;S56T?0N9R7T5S;7-P8W_!DR7W<=!3!< M]IB)BY872\@BI7<'O*TB+B^Y:UT96/]-&"[.UQCI::I9'+; M8F(JK=$<^?]3(NSIO6-#_GO0_&V:!'9F'&W2RI M(<0Y1@C*W=/ 8 ++"=9#-RGYT5#^S5JCD9K\2)8$$%.^TGH>Q^'B.*@Y8?.V MU+FHFR/;(M9F+0Z.KU>8@+8XTN%9 W6TG3!NM*.9 M0>Z//,O?>/]WRSW5YO6XQX93/_KC4$>U-F%.$9#DD-8"S3)I':$%7N#U3ZI?-I0E?8URI.^D&LZ5!&54F81D&5IT*WDH[7<(&M:\?S-DZS= M-4+R31OBOD8CD,4 MGPW:ZMY"@Y%7(N?MI,YJ4[-Y*L_/5JY9R84Y3@9K!"/UJ:&DN9C*WP;RXZT* MB##@KR@5MZY%2GJ9R0^_.F]4Y8EQ]FA5;ARKX>0""8?!2GB)B3W>:/1II3HZ M]T1=4@FT0V\)=>E^T+;ZY#R+>[=L-80W8G!]D!*FVV<[CG M5,ANVSN2SDH6 M#F>#:E\05[2K5WR+[M]'7'M4@'V]E&)8*^?D6EOQ3DCY?,L/2'444R#S@:Y: ME#O#U:SP4P(&0-<23\^@'GM.1<7(AE-X!W)=*IU_>GF&DO<-U'G@UQ^.+@P% MZ+B-Z<%$8[:YS[]K=M>VN]JB] YN>OPD6L>H!!73:?1QZ5BI@9U,85FO:5CQ M+\KV+5P%]7Q1;(?;E6C*/==([ E;8;Q>O7K>T00)PY!T2GE'7*"K<]KRHQSK MM(*U>_?K%?MQ4GD?,&8 MJ6H)?@E?8KGQ&YGTZ@R*T+$C8"%D+_3SX$L5)H]Z+!OT=-81"H]J"^\)Z4XJ MM@?4MFSSNAGD_8FX;9$ ,P]20QQ^HK'D2P#NI(,G4NUKP^CF0*'Z?&R_ZB=$ MHQAT;>S?&0]CS$>!)>KKP]AE ^&JS[3;;JLVU-UP]XF=!.CU<3U];]>PDEE# MU:0HU6;]O26T(M0<1<601EZ*(=D*"8P="V A]V\D4 M=B?=N#?*.M<^_?R20H?!"JRNL(:YP0:]F::8++&$)KIE]0V@<9!3:2#_9$NI'[T]PCWQB^IXH&?<*3+6XCZT9 M'T=Y^PK ,Q3U#"I#GPX#OAVZ8;O1S)LD-NB,E]C9$=_S7T9K]>6('7D*P]MA MTITWG2,=.+B^KU?986_X8OUO''WUK*-XGV7ZY-'5)NL']Z)M3Z2L/[[K,Y-_ M3OXYHOC @@NF*]B_<'7Q9^/ QYS@"S^;#8.O7^_2-C#V*(.:.XV$U3*04D6D MI3-W>VX>:)^4XWU89EVZZM9P]$&F3>7ZF/.]J+V.^'+3_//T&,/G6S=?;+.: M4:2?*$F V WA1L'"M+N=+]$RXVTZ<#5)42HUHLV/*##OSETQY]Q2A#PUKT@M M'S.[&I0Y84N'AB:):Y'/42S85NY;P">CK MQ)U":D 11D,&8,3-6JISHC0UOSU&*Q2H#%2UI C',0W]BI9C65*U7\-M1@/R M^5 ^SG'29]TB5R[Z< S&!K5_3'7HIU;0-QAZ5::K# NXRP\/M,D%,&GS]8]' ML1J@XP>OR;\,/A3/VF-Z[K]"/29.*?>TGN:04@7=%8#0#E&B7M6&B3M1L9T) MT/:]IU+Z(X'J?$ZJK)CS<+R9&=^I60?/S.AZH:PP>E$@QEA!E6[34+UO@[44OIK<9&4DS.3KP%;V=B!=..$2Q\]FY/WZSIQ1L&ZPXJB M]SU/*D],<_Y&KLB$UZG",OLLC$AQ8<'&I.<,S86CGCD9YK7+B27Z&"!U<<+@ M_-==-@AS,D0JC<"Y%LFY]B@15]?3UKY#DYEOO?ISC[8S7XF,1'5HD ?WA+!UQ' P5^*X? M]C2JH!A"O9\/R (DUC3N0)0/XBZ^]>IDXLX>IUH?ZXG$_78>8H.H-H_8H&_; M^=0XP)T5,&3J-(9_> >C##^S:G22(@.T1B MS4!!QE6T9Q)A!GW0 DX[_]?]PYS/P$6B?CL-X:A6&#;HCSX("4?AYW&DS$/8 M]3X&A \;7RAI4$=)98'_K1K4L4%%2_MY/1/=GY.60-BA3PQ?G 5,Y;'L0OT5?V\XPT; M4>X'=FC[+]F@R3#X'FTBEIG Z8,.Q\,?HSPWIZOIV/V"UH,L I%JJ7X&(4Y- MC)DWMY\F#R8&J+^9VK:'M#LD0/!T9^EZ0)UQ:R6K)3^U$+YK2QT;RX^N@;G! M R!UQ!7^WRF_+QA?SGQ&'!6E9D;P04_ X?L!3ASR6:\%(8-0^$4(*1VWC415 M![$D5*]N+1.(F)9_FU7[.-U0MF02\]>F"9 _=[8'#&KW)!!@LO1$QYP$Q$G@ M-F1@_-W<<:KW_B8WW!4W-Q10Q%SG!2%#D@ 5+&=XV_LM$+=!YI4L*$"(8@I9 MLKB=0Y!SJ&KH/$W<%-P?@7P-/@@_NT/UC;"&+.'%S@U.7-8",Y6A4=#MLX R&\3MQ''+ MMPJ'2!RE<22%,U"[O/QZ[-HPP#0=[MGRLU%G"JFSN-W8H"#ZSOY[%#AFCY\^ M2+L-V4<$4EHW("<,Q*1P?'HGD*W\0WQ;A!4-:@4Y-&PSDG70%QO.U$/EY5X# M\_(!*NI,_ME&Y%Q^M? \S1)?]'&KM*CV^;\K M-UK[($=;3VE#(Z"\21-M .ZS0?I*+R%J$$\P MH%[/Y*^GNU,OY\[O!]'15$B7OA*C<\HW\E, ]N74P"N:79>N-CTGZ))<2P7< MVW"<,N9"72ARB%:OY5%0+ZG/6QRYR%%5#4@TX,3P0O:CZK77,FG:\^YKV;2X MFT N*9P$D?*T\6X5SV.#S,>9BI1;>M(H?[GT3\MBZ;613>1*E"4_WD_"KNZ9 M1I+:GVZ'.+=8\B[.$PK(9ZZY,AR9.E%D[9ZD23:HS4"9>@*I\(_4%X>V9Q7U MI'8;,9&?GC02"IO'FJ4"]+W,M7XE<\#?(LDJ=HHEL."D$O/*"1QM<)H)WL_Z M=_AMK#,7($WM:8<>9TG!C3G5N/-J@GI[/A]3NQAPN/%*14^XXNJ%JI'*RL=Y M=(JRJT,L9'=*, M-WGT\L#O#R?L;B-NSG/RKY8&I:VM!RR(/)N8AZ-93:0C+HX&[ +!I 9(C0I7 M-GG=X+'!Y--C&H:+$6?[7MH@N]M%7*4EO1M80YS:L<3J9/!,.^9C-KT9@[+? MX-8/#!Y8USFEF'[\PE0N7;%N-RU**[5.]7\>]-QGP\(NJ&5PX?:$!N68V_W? MA!XW/PQ'L5VX4Q$3'^QB[RE3A%%*:( 5VK_0-HY&>(%Z.G%Q$B',>T $$T>6 M82Z+=TIIZ[/18X&^3 .+C*&4VMGQ=",^[ M>WJ:>F/?@!]?:0 MQ()B[[W6G'XREGO6ZRT\W&9,,]L;=\9+]U-U!3SR6'9'!Z_&C6S\[N7=5"<5 M^G>6F[9PNXC*/80L4JJPR-2"1\!8J6,_I[BEXV31_Z8=, M[A*)/55Q@GAF9GZ@S%(T&G//:_,'^DE-XD1HB1,@RN!G*@$X*I;LFUCK"RC8 M)1A( $F4J*CL.X1F 0HJIE5!>,JY@3IQ;TP>8+A_O*WG>#09LYQW^LOG5L!5 M==NOG]+O8I?8<>N-T)?;?UGG]U^N!_*! 4N\P5'.:",-,9Y0?JVK32B0>KR! M#.).\^B380Z S4G0Z!4?X:GWJ$NQ^68$W\5ZFFQK\@? ZPHGHIS&USXUOC+O74(T2F#-TV[\AGFF1&$=E<<5-U4T_6VX\2VL"4 MIR=)64KB\C$_D--'.L=IZO@Q-'ZT*MU+)01S_$^%B@$_0N--:9EBMS_&W#D[ MT$EF?NPR96-_R;<@ K$!#_&TRD$;&MJ65\??EC6P+5P M1*IYF+O3Y1"A)$XJYQ[^0!.,+* =!PNN-F*ZDF+MI,1P!(1&(*G/_+2>/#G; M"0$?H=#AS0\"$'8G"QY7_;;RM/-5SSUA_67+X-\ACJ9 $<.X+0L3B8(1W[0* MX( N<-R3L9U^KAXVZ!2,:"%U.D/:50X75@S/^[[9^0P>L3&?;9IOF?B$T#PI M,V[;6]APT4_J,G":<1BN05+O@8K";](K47$X(<\+4-6N@ M;MIT*&"+XH(V+*HE:(8D5C_>##Y@G7$RX=@H)C:NP.;TFKQLQR0"W2^F5%QN MFE:I[C93"?9#6^O%S;8LY8-ML9L>_;81ZMZ'MQ#F(_Z_XEUL^_VGY[S?AS;^ MI Y&X(YL>^YJ8&R;6]TPFM1_*<50/[UXDF.D-)) @$5!1 MSO_Z-NUY7#3;6K(DQ)ZFWITON&(WM=T*QC40?+2:O"NY.E&37SQ#LJ=Y6O0? MJRW[GB_JDSL$+MDA3G**X6P)@,$[GQQA@V!$L3E4APLE2?2WV7QH_G% 5H^/ M2IG&[X45YTF,(Z5_3CK/>.NFY\<$/E@DV%A3$T;K/K=[[;Y5-GX[+4RL'F0* M8*'47R&8"-S3[ 2Y37/J$?2O+%3TN:$ F/-6IW(9O)5GW[?S(*7/MO;K?^&W MJ$.61^!WU6/0X9TO)HX!=4T!NQ>@*QE@414W91X5<['1J0CN7VF>P\53:*G M(^:M[E?ZBZ<\S6>?%P^([5Q)K .O;%==*K+.(:3;O1M+^X75[NL/U?I.R9Z< ME-XJTPNEZ4JG RVT9,L"H)9V+!$U:7">%.+"I<_=PPUT^*,O\4?DC4ZES:FK%$18VSPWL4GW,#3_9+O01\4(;:?HJ3P!,@^7#7R" M"&I='KE[\5Z%)J5P?^'HE&V(P4J?6Z )39SRY81Z-S1!.N<7P@F(/HF:DY+A MVL&NL$$L7G\@8AXG#I>F;Q#TW.>QHL#X=$>^)%)\&A[<[$()\^[B_TVWQW2L M.DSW25Y>JM4U=3H=\LI]=P2W\&J4WUK"_'65]P MI-'>2C0UB'GF['49:UTF"G"6XJ+S^/;3AUZ1;A"[T?"YFT=4LA7 M[/AL5#M<1Y6:NV/3/J=1ATM)HY]R2AD;NMZ$!CI+[/'6;8M VRM3P/>T( :^21JH_0!/&?^^ MT5Z#?5UEB4SVLAI4SV[=_?42SR?QMS-*+IM%QI=AY?(%%@33A]K^$5P^D7]@>%H > MPC#YXUC<#2**PFMV#+V;(H>CR8!?@:'80;-398*-Y^-_D>\>R+LJQC09Y>B- M$C#5BJ.:O*9*7F&!)5+$)VPAU,DS)/<-&\2EGN)@QE#,FEN<@ZIWQZ/)63J" M=(V#H">/BP7,<:0R'/6.0VAPL:\8\TAZ0:3G-I>,> ORZ5>6AQZ!@ M!B%#*,'T9$W%0_^HJ'L>W2<+GV=(5IL&IIHO@W@9 MPLA!;'@R&R2T:W18"K?5HS,_>OJWES8G#"Q0[=I/KF;3U8 C.2Z'VAH?O]8_ MV=;08Y4SG_.XD0C(<92MZ#QD:H)^?C\/XH&-K@N1C$I@*0"75^UILMA(U0T5 M)D0([4(Q][^>MFQ;'Z0=='D\52TMM5C <5#&R/BF\KP?XV7\H9^CGRX8K M9T]0+W;?>)5H+&&-PJ-1I&PNG?TXY,$_S_U)V>!W>V_!>9C2O1?8;_E3H:SC M08SG< K&YIIAM\'#F%H]Y#20!N6UUY$D 5 ]*/ ML5_ENIDXODF6K$S8H1?746=-8"Y'EN+GA?E5A$_K?GAKJ:SWN0\#I/ M_+2=?B?!VL9'B0I_;RKL66EM:^8 QJ*HRY: W( E\U%4FU_.0;OV%RYZ#]U/ M<$]Q@^CKB;T<=TW^M]G7!4SM8H,.4"UN2?%4'S+X>E)G5X(QL2"4S;C+L>BC MG9CU]1H?^!_E8+A8W9]X/3W3SK3E1)>(YXXFT M?VM<=/3M:_T#,URU/)QK_Y:EO!6/H!ZS02\[Z1#JFTF)]8%+H@/79N#27/J\ MR(?&C-N<3CN?:XH=GZ=HKU'^F)5[9>EJ0GEAZD'0Y?H,^D&PLCFM]D=5'*,I M.J6W)/$2[>.NALJ%F](Q7.O_EAKO?_80MP=B&!J>X[L"RT)E08$DPW3K+:>O M>0/= PZPJ]WUF;0?F<]46PB]3]\ZM/17:)8H#B^S09Z_DA/?>3QP(JX$C#A- M9RJ9]FYN.8CB7S6;E:D99D\\]R:S0?.US_JF91)E!T1H1J=#0TX J&#<*7HD@Y,@]9W1"0B/LB&Q3+J;G M8L?PC^#6TM(ED<9RKXO6J<\B99]7F%S5S)VM]$\$4TW5 7DAR*\?R ,NBR"^ M@YZYXJ+K\3N#6'!X)HO;^-\6;.C?:LC+X!4(Y0U!8Q!*!KV00+[O0H;OK$#T M4#NK-#[6\4&&'W($]Z6^"SQYE=RSME\&Y[I>#TR[T.IM:,BF>4MN1Z UU(]* MN$4-7$QR*9KL*E^^X\#3BS +V*W^L755YK2QV*?[$\[2?)F/2D<[;3O(+A9I MP0OJ%<,OS%!_ XA_\W52Y[\VZ?YX]M["(6=)H'N^PI@OJF3K:>"5@>*:>$?6 MUS3;O1;AY+TXJC+=93^?#7)3%8=2_TT)-:J->*P&*NC-0P'S>[8>'5H/N KS M=4@U5R[C\0ZPQ5!#,%2:..*64X!>HA#\5#.X^\R]CS;>^S"E39?4&;Z5&YG"FE%DDQNT_R MU^KZ:2DW);A5\B2&XK;UVT_.RIJ?+B@W;S&\@#%RK*KKEODO"Y9(E?7;QC8NIZNWW'>S"[0B5 MY,:6NOL"749R'@5YEV-NMV\Z(%Z8Z24WQJRAO'T!%=FU<3H]9+/#R6B#5"ID MA1!\Z7SMB^/,9)?J>CE EB=0OC9_::JI2UD_;[)1B:Z/KBF]\_MKG)JGYBIC MPGM7H,FDAKX:L$WLLTEQ/N67XYB*SC!.5C3]6R(J*RRH)?>KUH+7[/WECX2& M?3W"F92C_D2((B>S7F2#5K&+R'EZ%<>@'6X2UTT*W "UK3ZX1\DI26BI-*WYB^WKO^%%]]07LZL.H5_];,!%H[N+ MI;21+ZW=]?S#L#/6P(_2$V!;=+ 5A2>NA.3[\T6CXPHL6KBU33_> M+9#+<8@;NZI_;_AOGE_ZXS]Z?:)IBZ<3]-R.UOQ^?(Z[K$/PX;I"67%J]0O" M]5$K0Y_@]NN@G35_8-@0A!1$M0@ M\OTB+O#W_VSL YT\4X&6X( GY59BUOPP(4$%_""1SX?GXF3?V"P.P M47,*M$. &3Y/O2&S8U>*AV9;1W]QV5F^NI50Z99J-:+ZX-/X9,EIK@3)0V*K M;0\K%N^OJ4$CK>"<%'NG$*UVOS%=+-XF=42Q+I/B_YBF^1D>\K.\O_Q^B$V% M59>.UC'#WEK!IB^H9,:J(2HWZ0V$5$FDVN9+P?$=K3P$%"P[ 7*'YANMF7_R M_IPS4PRXE16(7JP*$DQOZ:+54"/&OD_B9?ID\>TP/Z7NC[T"R>';;OD,[W^E M6@L7BSO1>@KNSCJN3,KG!_(IB+QS0KMW$++4%\F%::D>O\6F)(XJZ_A6;CWW2 MKRA_M_;BE?6^ZJ1=A^D>H?%$5<@KV73V*I9JEM9LOD@QZ75F@X*"IAGMRR^Y MP'U,-BCOV;%K>F*LTTQ>AC.J'<9$L@RJ"6P0#'L2\+T/>,]+0MOFE(<04!+D MC8'D!"QP7_)A4P:/-^_-CO,.U<$%:O44LRL?CKH/,U6Q?2H79]IA,/_10<9_ MJ/;0RIW<4,NJ_:IF\E^O$YAJ""CQUMQL167K. MY\VOWOGZN;6I-M)DJ?PYA* .S2[_K).$/)KD7T M8YD'!\U@$HMF$=>8K4O ]3%DV8 M:80@(/EQ>HHH8V4QW%/ZTZ/^)(9DZ>0=0X+@T'G./Z]PBBH7TLSHL-2LSGXN (+EX7U;G) []) M D>PS@/6QPPD ?5V[:P7N%(XG8%OC$]Q!"PM/GLS@@CDERK:SH^[%%]8<\OA M*O2>/&K888/T[#J6@B^KG_U1I6-Q=?*CK6#IV%WTH$AO17&VZ9[#M[WF^@OX MQ7>Z(DQUC8+H)"T=\^>]/3#;58=(T-DPOPD.BLB5>=G#(JLQQ&7=RF+A/;*+'TYLU7**!&=&7N>P MQB"?^9+8H">#1UC]2^1F(39(/ ;OY<4M\,G!=AN=@F?ZJ/NJ1]NC?,MPA\M M*^EZ6B_?&43T]KR-9KY[\72*D_-T.R$?,E].RS].:Y3 M71T/L[_^856L=BPA(_W#C&QK@UY6Q/KZ'-H5U#R<:CV\?@(K2R_R%6S>R*NS M:P_>\'T=Z?*ZZ#JY_&ZNKG]9=(*.#L'37*%F:@%V>8X-DA[X<253J<]/_4AL MA9;3#8TT:0MK4XW)NAJ[-=0M90Z\%/[[+<_9>]"?F?3G"=?=N(7Q$+[.V =Q M=5V)8_>>__AQ3:17YD"_,JI= 4?*?@J"5!FO_?$C@$_6&$K__@^TLY[%"EZ# MD KRJN#!KXH(O4N)[7:=?ER>;*N ,&%S(,T(PZW M54Q._?R)N&1$.ZR;$4>I%&ZOUX6QHEFJB6R096/3^,[T_8#QQECET)^5M<*Q MMMZB;T.]7W^=F.S]^,3EN&-5>G5,]X5&1 S6(\W&ZH6#3.Y:L 8%*4R/5*]NBJQC2.87)JKO[2VB,$F\&C._8='-!F\=@_, ME;J:O=2T1 ,<>"T&8,Y7/68F,_\\=YN*9X-&\S32;.!3/NH5 \4,Y=IU\?7* MNG$ZWPXF,O5+\48&T6J!T+?KO>%4Z;(G!_GWF!NY9!#X9Q'IP"%Q%"7R\[SO M;?^I?\?&_?ONW5,@E7&&>4!>I ]^_AOMK5_?LTL'VMH&749P>2;_'L8&I3IY MU')K_C:08!X9?1))7']NYDG]\R)106I<>5KCA7AWK^J;*?3'OLO)OJ%'FO=B MCWK#?RJ?WO/G-,\AE]?)R.%\ZATS\-3(!#VN'D )8:GB/?F\S5KDU:0#<"0# M_WGF)[RG(ZNNOI37?F37>G1V4]6WAB/:NX=[CZM<"S_U-'5Q24*K2U2.=Y[V MLVDHPCZ@H731&GO%HMQ+:LW+W]!$WKVP:CICZ8&4>\S>)_[7]"\8I9SJCG*_ MM(=CL[.:>96!H6MA[1S^^#=8#VH/70$X6 PZ('6L^H@1'+3Q[=!GDAJ\1[/H M?RN_$5$V*%X1..@_87#LB\[>0B)*8N)W\J (+*9C/XE%F^")[ MP?6#B1 W["MAR#'-P:@\ > F-;OG\J[4):KL;DP@H\6E1YDB4%X\T?O)NV+".O_KJ0]->H_%O',AMY2.FQ?,?"()0TS4.7S/3$3UW_/>:4*]SE,_HYAIMF$]%>HN))! M0GE;O;!]V)]4R:YT].P4142T8LT/*0F\>OUL[]="U#WQN[..9)YI8O%DTJ1-Q):B/N+<;F*Z*+F6[5GA M7G.'XLR:1A F'X@S]X%,B]:JU&Z(ERVU/7%JU>EKI [I<_58C:?,VSJT3U*O M&O>\O4DOA9*RL/ALX,EZ?_^WK 2'DJD4^ZLUZ^/3QK%P9YBA=5,F7O0A_W2H MCDWM>*9]_G 04S>*Q=W !AD]8$!0Y -H%*UQ3X-DO-; T$/^$ N*WD9-KI*6 M7K;R>2+5QV [@V<>P 6NUPQ]F-@)-=/Z7#L:^%_M-9^-RH_IL+,IUK>?'1![ M^>$XZSI2&]7N"B%A.<%55T VUZ X;:YU9AI!6 !9KK4BAS&@H1ON<3BOD_#O=0JE#M>"+5AN_BO4V4N_N1UVQ0 MK\IX^F?X )DR9VGME_C^4([=4\1%VJ$+'=V-X=V/GN205MRL*_B"LC8SBG^E M.F+72AZQFI]E\#=A1,NUBF2YGY-UQ)Y_J9T_MAFP6X>39A +<9I[_:D:5GVI M/L/;[,JOKW:-J0$_UIKNEF-7HG4.@;'0;MRE3O+*0YH6-7W4Q8'7%BV6')^6 M4F9AH6%2.9)FWSB<[W^CYN*9LG%,D,5':6O>WS-N:87K(\L8G]O:#[ M<&EK&YN*\V&#HO,T 1.&"'*4#3IC(+'*^P&^2V:#VJ QK M49%W=^&Z4"4WH M%=G;;8YYG,^15A!R-!5QHXFR+B(:K_^[P3F&F2,OR:$ M:N5*E:HHACO@Q7;(M,5D*A%/UVW.DXGEX1&'"6U8GM ,$MYME6LB:*97W4'V MG43OEP7+MKYW#=*#WL0WR[ZG::D$/FV]#R?TS9M39.UM$M(?/.])OR&0VC1< M<=5C+BOOLG^GB$0RN2C^7G"5=8Y"N9\ER:35;>%,39 ]EE-[;CP^0!HR\EN> M"=E#&N$BI6E$UO$M%-;)(T^<$S_O 0%;,R=YN_$,-LAZC'4&'C*^:CDD1_BX M8Q;WP!=QF?[G1J"YZ57)*WV!O/V__/K+>F'>&*,)GH(P6BJ+1XLK53:*>4:C M+22]I,"%8G[3(@\LBA 73IT"GE.N.O9C2J*4IQR]1OHXBGPU.'_WL:+!M.QG M!>@LQ]+NN7)I50U/9/M^%.F^BVX*XHB"85SF^WFUJ]^=IHKB4\PKNG.O.J%F M[*;1S,;\&1]NZ;-^>;K[NHF*#:"'I_1/&M?[(E'@2M31+>0HD6IGKMPS)P<$ M4\" PE*4IJH+WI;(AT6/HEL!LT!RBW4?A7=]/;WP]]Y7*M/*:<5>8])LOPRM MP+".BNY&2^DXU TC-3EIU5W+Y$G*$NNX(FE6VC2QQW),?DR+UX9LX?)Y])/6 ML<*,D0YBQ\BL5ZMC2$"U7M;S&8W0$M3SA[#Y MG!+?K!K\845I? K>/*JJ*B1I9EU37?LU9K4+Y4H$ ME'#,,RD,^OA^.E((<6._7,^$LLD-[Z$74J$=2=$&HJU4W*M,R_%M?5,VZ/[( M3K8"-F#]Z/B&H'>.EL':GM*5H*EX?3_(#-BL7:A46?@;%=AGE MVK>.:Z:/I,0O7^^MJ]F%Z/\=6G$OL_M=[76-W/1H(L6_*H7<71'ME M,M98['\G"3-_,RYI'Y+ZE30DQE+$>M O#OK3% 4 M?BGQ%BGG5R*?*6O\G?NA_8_@/AWF$10_L59RLI7CMQQL;S=T?7AC"O$0,"G^ M\&AT$G&$>KL_?GX!/,5#R!//V?ZK=C'N@9:GJEUM\7I)9@H;I/YC?_[W[PGF M?P@Q'^+:E0GD>$FM# WD,JN]&!>>]=S\*=]KN!MY[,9HFJX&ECW!QS-(K+1 MK J]7\&X;/9QN2]T0;S+X[GR]+F1UL,S^^D(59H9/:*QFJ#Y#5O[9(2I7.HH MR3_B^:NVH?[NR*>(RGA=&/K;UZR-!T4$'U68%H^W)XL0YNN#4Z!>N'#40G<_ M= ="T%J6.@ 489GZ#M\"*GC!-M4MS?6C3ZK''S:G".)JJEL^US?R/4)A9DRK MIKVT354VT/F6P?;*,3!GCT(X9T =+H_,;Z21+4ZU+#PP\BEL+3,QNM,,O;M9 ML(_O1.A 1=?]OMYVOE1W[HHN7-&NX(1<\J^THO72>W=_I<(TBX+U?6KT?19P M[NO.*^8&??/N75$1&T_7 _IF7TCZ"K^M*]++@ZV7Q_5Y%!%(%TP$,CX_E@E= MB/3^=?F286@H5>T[B]YMR2%5L10K?^\S6<4W;5,4 H W9N+9/-\"6F[>,7N^ MZ];AD+]6Y"_0S9%8M2?;JRHYDC$)O+RILO3-$Y.EX]I03:UMOE0[,KLB M[.]$,K5R;0@S)1^4>3S7IMK<>-=6^U1QD3<>4NL>OQWV0M+R/I7XAFF,<>B^ MK:M(<"$(\23[ZT\1[5?\# -1WGXRJ=FP&W?6U0HPQI)O4F106B'JXN&FWXO/ M9(^5WX-]KS'!PD)5+T_49WXSB_2?\H.1E4;?>&XI>5_HFS6YF^HX$@<_DSJ^ MK"^92G@<681!_KAYKRF/V(,[TVQR8K5B)L'X[C"RR]_OQ92GF/OT17=4J#\] MU[6K?V$Y,!WVV*,_)TD^AZ@Y& X+7B3Q?7',$)$U@BV('O[SK&'[F]X\VG/% M;K-\Q3ZQ3.;4=3DT*CA,1FCXK^UG_87.>E7>F@<&3LU&-A)6D;(N]T2U,I]S MUS6#GC_=J-H@NK]](?6W?4.#$$LKOY<0LIWC:1.E^N1O69GA]RW;Y]:^]:&K M3>[$1\][%QILU:=<:._>C_:5RUL*V*8;&IGQV&5ICND&4%)@77^ZY+]_3/D" M*(4;_'#-/HQ]9@9UA\NWL@G^$&2+W M(X/P0\N,+#,V2)%3>!2W I\2M2Q9D5\]9IK+NU(9N@^NG]9:T?Q^,/ M:Y_X8$3H%K*-/^,V_6?"DV%I,?%/HR4!"OW#$"7$<\ =?9ZTM?^>H MS.*G[_7[^US7><][SG,_]WU?USG/,WT^_)[//I=0.ZA5()&DG'RH(W:C0II' MRP(N=23/]'=B<4-C1 G*-/=NGE6=\C?Z78DW MZVOLXA^F#4#]!@9RCR'#[.)!:X:%U?%%GC;J"Y8AQ=;7M-'68^.&F69VN=F; M&3O::3P=X[T3O39]I,=/>DPM1KM-N$X^SK1K%:O0,5Y=]\(&K_/P^,S5-V)( MG!A%Q!5@O9-6?[ZM>5QY<3PDX.*?I:4)'8TW$W_,15.-Y9?;GP\ED98(:]&! M3S$D'W5@WK\"X3ZFM&1A;QTE;F_;_ QJP5];K#A#F)G].>5JUGRO9WEP9HDC MS.5F@N2$J5#7V3BOH^P@"8/$ Q 8N[">!V('*ZE-:B]@W5&L)O%^X3>:9:H8VH2]47^96*/D_!+C%-'\9F7\A5Q?T>4< ;>O MUH$V!7[74SQE];M?9-I^L#R*785 MS.* G3H4L)<@#UZ\R94E!ORJ"$;],B<=RH^!P"-=KXXIBU3HQSRS0&I^.U>= MVF9S;2^(<7I-?M_YD%$NZ@<N_+E$LZ3G\/1T0"26[Q?S$(.+T(' MP0S!QT?H-Y"=^D+/A'Q1N*I-SR\0JCE?N@Z^8RCAAF^SI3&(P5"/'O ? MV6]:K&.->-C +J00+F<*)'15[@Y>*B/LM[#8EQ1@DH_R-".64FHRFO6,),U> MJ#;KGJ$VJYQ*^^@I=?D:_XYA J3+.5E1 MM_G9MK2IA285RYR,S;2A"Y5<4;ADLMI:HZV"IAI\S?!93$R1'K?I[QWRZ'/+ M8Q(_-[4-^H(*/ RB#=:I)X4JW7]A^#6DLC^JSVICR'Y8R367BWS7@ ML+;VXV5D]<#]-J4(M?D"A?+2[4==JXW878V(+Y?^?&$ZC20E-=S%>H[MQV^Y M CJ5$;X/AH;FST(1@8FK\UA+KV7KO/YO%*+:8ONCFX'W>AG^W8,^W/LF#TI_V0 MLF/;Q;][8O8&I;=7G7Y67#W@V5^)4=O[Y-:>^7(+>.QTO'Q!ESK9M1; M0Y/X+[X/2A)ZQC%B-S\5^-&/;Y"%74U^CI03LK)@;PVB%'E&TX'SF2K,LD/) ME95P40!25Z=*XU/NQO-=>1#QV_CKE4F)3]C5SDB>_UCW&$/(SF.,#]0]ULF; M,58%H="IL*N%/?='QW!;1RB<.K:]]-Q./4TG^RIK0;%D-&.9[.[](T/%"$>?#>)^'-YIU+N1=-)7,$+\AG=%<]^JDBK;L M&G9JW06P""T'$CH12H WE8\DVSLG"*"[,QCZXW ^S73#:K3/C\Y*K:20%IU0 M\O79J-/>MJK=3[TK5^,G?"0(CMYC[NG?' VMY^\_Y-8>"DK[-4\)ZA]==84] M8P218/%%5RA[Z0S^BOY2 -O5G$#+2:CXXH%>>T68Y?!L\LZW'"-O[JS_G!5> M3)UO;Z%C-!XR&C9I?&[BW*=[NOJ!R']#AT$_X]ADI M+@5&>_<=?L^?Y'P\MV-/Q7__W;7_\JM/"UJ/>U)[ATJTXA40WY_W4'XV)8:* M%MJL6R>-K=I_>=@UNZP+.\T:8)U)FA@@F6PLT&$^[1?'<:)ZZW3PJ8C^VVTC M"Y3:5XIQM,*S@OMMC"%""FU2I"P-'P2K\!V=<\XW;^,U55S(7TH71?R$-FCU M($]%)'3.JE,;49@(9*] I&5^S;36AK%0XK$Y,YFDZ6 ME14N;@[34X,GG4T7I:,>Q$I;,/5H&\PJ=5.XB5(<596'!RSHN-;8+I5\E8)\ M'A(5[100@ ';3R@%;*AKOY.0&>M#W6]JETGTF%@6$# V[PHHEJ-6QV^'F^>% MRIG5E,\8[?Z]U)=G?2=.ARXPXK0R.N47A2>\T= LX:RX)"/POG(@WU[IX9IC M4WEE66!\>II^,%T.G] :@ ;T.I -R+A0.IZ;@(K;:Y>A_II\]=,OD91Z_8\. MW"2 V13@$41L">"65]0S3S<;*<\1M^&:SLWQ?SFQP7CT9U _T\7%0J.WYX]Z MO560>B[?H)0'/,OE]HB%>HJEX^\P+VWIQ=0PU!F69,0PJ2DY5%G\T$\XY_9( M7!HOJ4O:OA/EK"?T322T0%/@CK/#*L7II^.UXPUGWW7[PD[!Y'+"[8I\'R+D M\6[,IPPF$A,=;Y%C,U"I7E#H5*7TKO#6V.\\L[5"RUM?>@=F)XTW9]+YA).* M) ,']NX\2;%)*?F6'Z!C\K9TWV=G+=? F6IS<^P)I6AQ+T''9M>/M_$ M)X@;J)L'[T?%0G[G?K5_!&']FEQ!BD H(6OQP."A -C>.I1L>V1](09Z41-Z M^@GGHY2']V,Y]$]I:;/"6\47,'X0 4 EHIK$WF-NQ>'LOW\Z]R5ZA.%*BAL+ M.4Q5IM4_D5TF FDYA(R/:7=')(N"6=QOH^?$\/,H M ?K+LQ%ZM*(6S\X+35I=U=:=\K&GEE&(%_;;6OT(R%'D*PTFUWR[0+QLC)0E M3ML0[J5Z,O#LZ^)!GT_7AE07,P/4)Q_N?@"V$N]=MB'%73*SAMIU?S75,5:M M?V*=G=?=GCI9Z;K;;W)[F(TZ=%3M1]#Q6VP.5-44\DTCF &WU( M2I(#:PS28/@65N8G5^[/NDP)S"7)YS\-?!2:[[CK2*[9)'[?U/!N^Y1)B]); MD?K!^W7+J&G<\[M2Z*$GD(0DM?,R[E!E._'BOI SK;+B+PBS6<>9#6?]S!$! M$G-W&S*_TMBSS-M'-81$G)^Z22EF,VN(XD3?4VI68JC;OM F5,_@Q5'7E BV M>08A_66HT?A6: CE14XX[PRSRE$ZGC8TN[.ZGY9'4Y9XH^Y+SKKUL2E&9GP# MYYPYTC2VH(V\4NPZVM5J+,^YX<[!.@!QFEF69"V]'J,,&MX=SV_YNP*?!:MU MWTW*D51?&0]U7DH5&34KS&TN\"O_E#K7.(>#]6%/0@'HK?%=Y,E.Z@EZ3Y[&9.))1^=?$9'@DX=$ ML2;2[<=;-^W36 1NR3:<\4:;5+M&5'6I>?O-1F%9LW,"N%2HP[@"7([2="/= M9D(A--G<',F9OQKR*63]8^T&II=5'"4S5.GO1:.4HWRK%'OCDRH.F3C=T6== M_^N<*L,20!WJXF26#(Z:GA9X'T\5DQ"A[,65CQ7'S6?=J:,,QOHVAXYO(#RZ M0CD5/:X]56P-HPQ+OH7'A7D%J+@8I!;,?U"J%>"$$G0!L^T [78K;S&%!Z/U MR>%.IK3K/4MO(ERMK6NV/ 4MVRY-S[I\M:P?=U4OV@IB<0,_J D=383X>J)R M8I$>9>D#9O6)K],X.3=QU^X3_L.G%)G!PK$F>RU%:4_35+#DW91CI@*0UP<@ MUWLRS9^87L3GG&15 M(>?'>=OM&>?? _(:@EN5FK6Z+B L2;RZQ?NJ'8%]2N[GBNRDI,L9Q(L%% M[B]2S5X3.+>0E^?9*:KDPA) M =._MWZQ6J3IJ3O8[?7#Y5 M//YUL4T&DD.K'$RJ?!^SA@] ]0_SB@H5FL*H MW1/Y\.$5]\ M'VAM4Y(41R)DMLGKR(7X[8=:N*(J@#A9"<%^TTN-Z&MEBJ7CMZ8TZEU'5^!_ M:U? %"O,DV]^!).>]&0)S@GT./P:.^."2H2\*Y[25I3J?WPMX@G)2L#/EX0Z M4[:$40\3%/QC4N[GEZZ?8V(V2CP-!LS*1'*"\IDJ7)?S(ED3W?B M:%]H]-=?X>E$3M M748BZRZ.&6.?(.7TKVJ77Y>2Y9EJFVPCCJ:0=\O&EFL$K2H[>^_M=X-E@G(F MG'$I>:8?C1\'?AU:4S.=F5V;^$D?&8).Z5E&FSE#"3!:K 7D-@[71IE-A+'W MB+(]K=3/2_+3K$NVT-4.2IH_XA9KZ;?G$N M@JV39B@#M%#MB4UILC2[&>?NB>:' MR@(Q95"_<)$QS5RW"^,2A(NX.J JIL@@NBVZFK_[G(YT#D2@ ,VYK4VL_<1G MIA@E:NIF']Y> 27@ DO?-SB95FO9VU\L' U5%L"T.M4AO%>LDN'L]-/F97Y[ M]:QQJ #\7N5*8[-!>8:_86(-$+^Y&6UK%;^VNG,I-(![0K1L5#;%-Z\/=1'] M;B5,[35-6 >)B"?[39PN_N M_CM(*=8Y ,B S$%M&=<;T!G#I\WL!NLYN\Z^'E>*O%-.%C;/S2G45C(>77)R MU3OV@8*QAE2ZWU^^]*^Y@?U24MNBCJ%_F^A:ELD>YS^6-E* 4LRAW,+.DE"" M*"TK3__5]9Y#%F]J M"3KA"934PO1!)TS%)((G\YA,M^=]P;7;?41BZ;QQ",3%&W]PNX,ELG? MM A5:>1Q0&LP50P;!X)H*"W45QPU+<^/JG1]ZI<^H._".F%;C<=A_/6T-I4JJ_T#\G[M M*;] G6+<6(#Q^^H695!&K8'4__Y):8D6JE;%:)#&$KH$LUE6 MZ^0\XSBUJJE5_51)4HE^D/--.)ST8615FN2JQI-G/D.AGM-E9F)*]T/ MP/7'M7(&A//$865Q%!:::,6.:QM*HOK-&K'0 >[A496%(F/?]K_9V^C;,J[, M8Y,0AD#HZ<6FY[B]D0MM8R%M01D;(@=^3>U._CDO%WU_W]<>7EH=+I)S9HD4H]]0*QLM"RPL86 M \6&N:GV**L-;;PG#T%D^,X8AC@&U[8;=1H+%?VTM8-1#7#C.A9K(;FY?#MV MZ?2U5IF0]=IIAU55$V2MSSYS]UN=TP@P^!_B6V33"X85>R=LRIR628&D!&J( M\]A3VNL7W#'^^UX91'-1(:T24_5YP24QQ,0RM\]YT% M1EC33S5*<^VUFL/@+0;&IA:_55@K9G<>?"2^6CZW:%85QZZK9INJ^S9-,F39 M5\[).L3IM2(L=-\G==8C]K4L._G\FJR@1D*9< 6V 668/F@@3'1"Q3-@E%&; M]Z[VQE1H]Z"W]8@BKE#%2@!-M/!;OS[.G]JV(V'KZ'?V)[14^A)2SCO5T&<* M)#L.\=CQ108B?ZHM>1TZ\D?ISVT$O!2E,Z/Q=\.?;)@+/FKY]""/_Q \ MFBK5=XCRT(_Z)@LSB.6>R,'V?%CIM>A@_@9%B4(?5PS91L^A^*6D?MU79_>G MTGFFTF$9B=@[S)23Z=/]M!-*AM?H#^!@V91G\!D?ML]2M6J[8FG9:&%KU'XV MRNJL.8^)L'YY7N[F![8&E0BM'<:88+ ML]A0@_5=%TS6HMX@3I10)WL(@LEP6Z*%"%1'E MQ)U'O-^4RG[L\C?EF.,>)'DFWXT[Y;_XTO)V]GQ>6BH]R,<1RATQ2H-3-Z[4 M^"23MMB!X<[]N#[NR3QS+(]_,SF%5S<>*1,RF6KUM?;H=G=*G,C.S"EC7H?6'ZU MONXD7&(NOW$A?.,]\M MF &=I#GN-]34\DL:D/CFXJRGG[MOMSQ6O?6;[,RXPZS+]6EEYAB"!;0'G!$_ M7F5_"7SL!5B)2G CEHE%[2Y/6M.]LQW; BDX7HLP7_SD:##Y*Q_\@3BCD$H MU\E&GG-!]$<,HQS#]KM(#I;$C?CEP@.0_^NLV"._T&B7);R]8KL,:T)-WQRR M,3#O?VOJ@SJ&?KW[BM'F%S'DR>"+NO=U@S.*=L>:7AZ ?/4^?Y]F: *^)5\[ MPT^;D+BQU?WJGQX-Y5-O]5'E!6>SQTCQN[=G[OB]73)Y[/:'7:A*9?"KQ]K%O__J/_4\5:7J6ZD\(^.5 MY__4>3!LS8IQTQ*2]]J/.J%T-O-Q9HYFL(6IAO1?E1%\,\'?><[\5S)-B_E6 M'T(717S#.L-LZTE_+[!.(4;V7G[P M@^#:&.:OOLV" ;5Y14F//RD5F:P%UX?'/W4>6PYS23ER'3;5O?"PM)[U$R50 MLG:2 -@2'TK)%A]A@#6/IH#4,CK%4B8KJL9CS82<:N5DSJ&-Y2Y5R_BW99HC ME1+Z]24$S^IF?Q!>XK];;1,J*YO0?S>X8&E93DOD2LOKTM\;3;!/%._#S 5( M;L6S%%G?H2(LPQ5DPUPO3X+]G!C#M@08Z)4X-\*0G\<$WZB;5$_G\)'@B01AU/OC.1F7FN\%OGUX 'JAR7>)?4OI M][ !4/48+LC\H*]?J91.?^##DKUB)NW, V9P45Z_^G63S8M@8=+EM!P?^.X4 MQ[=5MH]L<3K:V_*+/T5V9:!GLXQ#997\LGE+=$Q7<&:ESI'1,\.X#FH"G^<; M76VQ^AXYXN./$9<=X.H"[@DEEGDMUBE% D%)D[5[X^O!V\DL,<_'G%=8!# O MJ)-D%0?E^?4D@CV@QS-!7/7(5K_ZX4;%"J]!N^F^$1N/D4NO(HXW[RS0;Q;I M+&_/!^U[0)(@ 5LG.J1;@6"*WH)D3P+<\#2UO(W2[UAP^3'5"6@RH]IECGXU M%N#4J'90-0[TL/W3CV9$,2MQ5_A;H1\"6TKGU/-ELWH@(NU"!)_O%(?/&N(B ML+/0 <'['C^<[&1?-GM!ZE5O-:!S+FF]2WF/DQG9_UC9?P"Z:')](9U/EG.\ MK ^W;IM6&S3T_I5=BSTMM,RX*D"^;"/?M+89\NTS?CYN_V5XY@)M$DB5CM!. M@[R \K@3(@8"M6P:H^X?02T_.@!UGF+=FZ9[P6__1OTM!_.\CPI5LHQ^]D7; MH'K7)L"?UCE1G&:AW EE8_!(9R1D*I^-J.YMUXSRO<*J$.>[3ND)ER^"?Y^8 M3SL:7FNVUPEM\JID4T"*LDY$N!%13\Q+&:)4 9R8*>JCU#CK@O-;[BL)7NS, MHO)$3T>COR6OY3"NV?S\V\L%SEL>NBY(TJG2<3<()GXQG+GDKIO$7+LC@>?&5G>$%[YG]*02@U" E^FVO+QY^=#^HW+)3?3:?I,O/@!G1QQ+<# M$/L_O)Z,R'*F(A-8/!&.\"MH -7SF#"][C2B61Q5:1&%A#U(](8I-&EM'X\= MOZG2PWMIB+?U*^0%LLF<7XTU">6)-_GVGC6D&UD>06_W[O%V_P)YFFZ6!GTQ MU^07[$]W8FAFU!>XL(;L>H4?&]K!^^7V]L\KQP8 MWEBPO&RF1 W<=1XM_NW]M#RX)Z/DU%[J^[?ONC^9Q?9.]HW15#/-X)AY_D^9 MIFOC.?TSQQ,L@4T5M:TBD_7)-H0/:Q9%L1CF1OPJN@+(+TS/I;AI R8D9&R8 MA.%(@QZ>?656;(*\&ZU'DA8Y)S+87NU-DC=_6<]!8>83S -_-*N9?ZQ[SS:N M".>DASL:?ST 21AR^*MZ7YX\M VX&0VKJNP/0+K<^;WS#[W3GN5SE2#F-.M. M0,40WW2KE"5%\2#&K=';A89V>7-]DS$Z8BI-6>S/3H>,5XH9Z=A@GO=8%C"G MNNZ\*+FT^\2Z:K,UM_+W?H0&$_&5#_TH[TYW1LBBLK2TD9'\(.*'! M'\C#R$P\SQW6U#6<,%0RJET@T;K+/H(W&]FF,1H?R'R'>%;ON(C3]B=[9@P* M@C(]\DW:[\H6L;5?^;*$ZT_$!^@]M-7JVHK134ENBG1DW*)ZH3[^%BMQ 40V M+JUW'[42[C?;=KN7.>=2/?'3;DZM9>[M2O2+C_2>MQ5E_?=$HIRU2\3U_U9> MP\J7_%GY!Y&M9T<@ 3Q@CV>G4!QP-JEEO'R%K&U:MY@$J?KPAP(K-GD8FOT] MQ]S"2Y'L++#2 M'9Y9W3ER7N+$$Y&O=28A=;@HF()Z[A=7#!(KZ=U?)-TIJZ1=,[[Q*;A GX'U MZ6QQ#O=W8+P[Y&(AW8IAV0]@82LP7!1^ %!WN[_.M3^0AY^.]]5E3 M*%[Z*^=#HOZN-@W2@EW5[NC3UMA/?PJC!_AI]CBN0>ISXSU?Q8I82)$$$Q=C MGG *L\8H.VI7[AB'29[0 >U@!:C0C3EZ"/P&+\%_KHD?V]UV,=PKD^<%F(VA M5N:7,?U!%.,^T>J!B6@.N: FXE;6P*=D7F$'>H/)]KQC.OK%H&7D1\J%X\@M MG;%TY6KH[Y#[P%9:M6D---&VX[J2F65$JYUD&/2+%=?S_/R<+W+5>W*L#A3% M4IF'U=5^$: NR/.D2"@#GTC0]' $*!?:1C5,+/81:-9 =[=Q[]WX4;-3+7Y< MOTGM!C)88W%\X*W$#9&JJO^&5P.Y04/<[ ;^78@C M%LXT6:"$% V=3^B%B,(5Q^!&OE3;KLC0M+:G\Q@$_>K'\8T-&IRG/DI>HCS.Q)(/E?62[(XB4HY0X/72\];6[_/>[KBOXV/8[5DPNUBCL 4Q:C0Y@*)_/P_^"0 ML8"1I6XS,"'\E7JR8B,J_TN&8D*^&Y*$!?2ENA#ZE.-#;Z,.0,?&F!4;#!GJ M]?4>"&=#.G^$+:D>\-NSI5H,OAS=A7(#/'T$\/. P&(@IK2_RMD*QAZ_RT%N0#"1K$5,B&FU]B!">=80\E3CLB XS;J5Z@8W M Y!1%&3/GE;ND\_G?C;%AF*N__#@$F[(-&Y+NEND/0/Q;(72M1#?V3M8',P8 M0Q$6 56GEB,N+BS)I(Z$0]EJ%!=:LF8JSL%2'/,?A*%GX[R0PR ME[)A-=3;$;-1J*NON;0SJIO;BB8L]@==_C MWU0A1/N^:"W6R60TD&M%0?>D Y?F-K+*X;?'6RU(A:K+1E3!M%:]>8,;77E] MN/]0. T3#AG@<5Y *).<&1G MBYBV7P8T+XW/L%4)(D]6)3R\_[4T]NL-;@X-*Y84DEF(7^G^=UN5.$O1.@"I M:3"R_EV&1/IM39M8' ;4E.!";A_R&42@59AT6HIHU2.:"IWW3(_?3>6.J&E5 M*T:=*13; M-_P70 M72'3L-U1?:ZN9\2X6-@(WD:'(SOU$4>1G4:M[/-6"7-@#P ZTX?H M_#C,4$).&YFP^0!-E!6/==1SA>#)RB_+&$2O/[).^3GVU" 1F8AO '=_D@V2 M&B""4]NU/GGFZN7=&NW+92G'JBQO]61PZ"F89\HG?V1F&2HZNNH7"3(_0GP- M#+_U5?/G)@:P>(&>Z_/W\=/*"'%'J!F7.VU8_<7]=+5C]J/=21]C2\R9 8.K MM'U++D6,<-?ZP] )_I9 MG;^768(0F=OX&'DR/V9M >-5.4-,B7KK@H6+)=OE74] M[^HM>F_V)VWW#E=;BC]MVKX+09CERS3X#UF*&$ (J#X$O]E,()V[%1S3UW%D M6 RD<0!R_)B%%O; ,#<"W7DZ1Y"AGY\:6S5\]'N!W(1RR>R5MYLLYB$[Z_#O M_8Z*DN;(J7*L'11_.U@ ;*4\O^-_ $H;36>(*M-/%*$$((^,^F_#[P'(K30\ M>R+X6@AGQP@Z'[0(3 M)K1,VI@?U =>@Q&7D-[*QYW8=?39D0*NJON/G5/ -8:721&X0*5OTO2:,#UH M>]ZOBM]O%9J(7[DF>1*<:7MYAN[,%Y#Y=&3=%H-ODH1.;5>%"U*M^I7/ :/] M[6RC++&U;;@#M2^&%* YT*T;]I$EF20NV7V= GTQPO4%I\,U'!ZJN"YTUTCD MII8@TTE!$'N;;\Y@^#;2&JH%CD.*;P:4Q._1;B5MOB=.]\_IM) M]LW?C>QB>Y0KH54/UN_V>ESYT_O@LJ%?=E75N-^0LZS(N-SP:A+;D++ARK';%V4HQ\!)?[_S; MIJ6/'VBZL5UR0W]25#L7&=?>W']<]22O)/[% MZW.+U=D%.1B,Z^ZTQT#_PS=B??4]'JJ/E"[B%3S(\D.J6=93494$P@H"I,40 M6:3T9^(;F_INKB&0"1">DVG!PUOGLL:6=;8RTN0/QW69B*+WP@&(S%;5 6Q.[!V MSLDV?MD4D&$OOY+AB*)LH:8$J^&RWMK"OJU/J:K>Y\.]\_L"-R(??I">S_J" M-0U:YI-']SHN6-4\%6@B7\[=UB[KFKJ;\_:$71L,6VU]2!D4AT/&P()/#<1" M I63K[)E5E*&B1W#.AV*83U1WMKB57_^-\[%T<_0Q/;I<','4;:)<]H&5T\_ MN[)FJ;M+PH<]/#QH..MSL-(H)?7Z@G!Z/X37_0ED+KE/[@(YTUD_?.$<#X,/ M33-/LH+S-($6)'6[!\%)%7RIS/ H M\=$]\R._HUF@^#_?G,A[Y<_?%,GG1]OXUI85IJ1>OEEU--:J37E#;AZCYA%Q M8R&<[#Q?:6.MC"I%?)_5GW2D+9\=$$P/9'@^HIY:&* ;3H@9^DT4TPU8(TX* MO":4!=IW:NDQ>4P#A+]=$*X/9 OW7U$<7WKK.V].>Q0KG2=7XFTG73Y?WLH8 M351+V8SM7-(W3>XC?BJQMND;K?BORHA>UWK/7'MV;W7J)[EC45NAMKK'7557 M.W)(2;5((.1O@1LF:DAI:#K4<&2'H!O- ^V78BPG,)Q$-=T8;@LXDF#\@&S'+.=XZQ4BC#OBAN-WPF1'V'YV;7Z%T<4F/JA):*@$ M^GQSJJN[X5W/7%ZT?J]ERV^(YWJ?>_RSRK2O2.JT;OO$9;\1 MZ\#8&9]1>[T@B7[58GU-906L74K-HEF#;X4I>A.;BO;*3N_D >(&B \R(<2& M=HW,$R<.W=L!B =6&J^&_5 M\QV_9O[Z'H#<3X/OO#:M9HTB&P-KV +_H)G_A49K*BP$ZN-Y5IU4^FUC8H:% MR3OF:4!UWKAVMSJN"2U27T_>>@*%FH=[IRH)?4%U=CMH-6;+F$*T J"[AZK^ M,&X_P;7=_["F(8+7#/%<++ 8XNB*Q[0TRF5$EB%"I*RH*-,#&>X/P1V'@^)H MK/'VF[U-SF&=>8\]>980'S'J>9\PL;US"^_"%@ MO6]20H'JA4+[1K;1*A>VSOP"DFT2:]1C:%S.SN;YY;$CVG7P[./Y03KT&I7- MJ;U.\$B[=#I-;9SL(>]!OX^8TOP3<,0-ELCB'C_*OW([$M\=-88HB!=Z]"KZ MF"G](MRMX?XC2""48/U*0FI\HYU[#2WV3'B26);X0/O+@K1WY<5VXQJY!U7C M6'M52YQ39J'C6#?IW)I9P%>;0/VOY,:Y?._O79C("PF,:W*2&H"T2KU4-\!:7^&7*^/WOQ$ MM4L(+^VL4-Q\-^7P M\M]Z%ES[%OUS=56-(4?][76S#IJBXS![L0C*Y^$'NF-;% BM./'-%(*@^]OGA"84 MS@4X5A2$#2B$U?2S974:1'P9;LD(XO;OMCKS1Y]6Q.M0QN_8%6>W=DFO5TO7 MQE=Q/!MOI:7^];WC2)G8L%SERU1!.5N;2IZ@+_Z!CL9[=9 (A9SSZ:V]1V20L58SU"NZB6:=3F#6J:O1[B&$%[B-@"M902DY[ M/J;)$?Z8'8O0N8BOF -LH;B/]TW(Q6?O/+5G%AA*7'%';5UL$6+_I:1':E!L M/X,82YJ&(1^=^'2C21Y&X2*2"TI/;4W)KX7[E?6#_GK# LE0HP/06;TT@5]W M,5-W8-O=16;S0Z(X_'M1MU#!9;)2^F*8%: )H37^-J';LH9\F2.'2:E=IHF$ M) 5R,O!*#2OX^9_#A/Y +V8-Q+MU1Y(G 7+VPP$H?3TIDCH,_HJOXL(_0XF% M"MHW,['M,D[_];]IEHU!"*ZZ_Y5I?*MO@/"8OW^_T>#OD'$U77(];^>AWP$( MUT1^Y'1S6G7%#4*!QI^7B1>%-]$C)JM2SQ &3S,70N-Z$D-%Q0_WI:6[O67^=B1BN>(2I#M^ZI M^<.:@-3OW$HR5T?QZ"->_O?$5!$3\^S([P7QCQ>;\5/5+(ZS5/D.* ZRP5Q@ MFM-^'@+.4;8C/666&\"1P$V&\M_6MA6\LLTO<\EW, XFL-I5O"'1H^AOLG\[S$-^3VNGK< M1@VZULO[:CK14+98AR)7Z#&PU3_X;) MLB>17/H%Q2SD;"IOT"&GC5.(,EO&98[W0GFCB6"5#DJ\:US?CQZ;+RH1)L9^ MCS&[53B_/NMQ;6.YZ\R_A;A&],1=:R.$7_1/FP"A?M@V"^G6.O+C*N_UP,Y/!CQ5BT2+!',&[I%6*=U_=ABV)-@J5 Q=?KZ@#@? M+87*RB!&"XP,& .H$E^[QDC#A./QZ26KD8$HV/&VU.Q6@8GY"S,T>X9>/DW$ M)\^#XB=WWCRN+C,,(%*I\^;]H:F/%E\SW*_(+-Q:%VH,XWLK?L?DTVOP(/[4 M#&NH7>3P(/FK6#_RYOHLU+H(WN0M>M PL5"/J+]/K@-:>K500O @4<"Y9SO" M7^1G0],/I5"\L#.F="+H6AE@ AT+Q/[WW,HS_^VHYZ$<#%MI]BHFZ:436FA9 ME/BWF%ESHG\#E5QSR'_J\@/#HNM@7GV==_Y.]S";,1A?"?$QQC4/Y9%2>&<%.FL^G$[)]+[6KPT(\Y M(XNOZZ9=>PP5364P ^<5WEM^^'I'@..N%P;9?031*^(A@'P1)O"H4BR5AD^! M"(\^"E:35NK:)A4?U2D4OQ FZAGBF5(O?^1OXOSP2PC%:OCT>ECD4@S],=R7 MTI02XNI\8W+'1X/G]"JAJ+C,E*K5N__T^SPUUBW","'.R/;)^-@/T]=C3?)("Z2]?G,'28=/V8O9 MK,O=Y\S/_"WS>GBV0N$6F\9?,J07"\C^$IDCBQ/CF!B$VFH>M"]5V9X"ZR%# MNILU-M.)AT?A)OQ]:P=[)F+X!F4O,01UVB28&*$QH[NYT"G8S,30RBH=G7_Y M9:T($D('"YQ2=)I#I-5+?8W'>33,?.')H66K3^-;B@$P?8M%U^&%J-1 8N##.TJ(9#2# MKYLFYX#YG4P\EGAZX:;"8O)"0O_O)'+MV=)GCI]1@CWA%TGJ3]W/".NOC/]. M43W:T<2,P3]XZ^C1 /C]^>P9<581Z<.37F?F'1=N'EC-WF<7EG?N[U+LCR/9IN$HVC)>-$@"@; ML_NVP8IW=4("_*D!B"9:B#J,,62)%E+71QN8W'V3CA.9PS?"8W.D47 MH8B%)KW'N)Q/B\S=:$RPHW+7EZWM]TQDN"3;*KYG7].'O,=O9* _^+ D_'+Z M"!?TWK;KL[X+-35YX+S?N#"@GFDS \_JOQU[Y!CV24'-ZP!$4V:^ADGGS-([ MF_&%OF*2I!FDCQ7A:)^S0UF(>7#P<6R??'C,Q8R%M!-OS]S^8R+V:% RGM%' M>3WWGB?9*"&E58?NR0BD7E[-U$(7DC_!W&-/#"@V5P;VL)D MZWEU5^L)"(\C0P>X1UP?@-6O:49JYH:*:2&DGFXM+RP?@.+96RF:_S5/D@>H MV]V:$)%6)/%-0WUX*8 (,+])+=RP6;O1W7XNBH=]C=VJH0[7/%7K/&RPE/7N MYI?C^0EQ(N=Y)I,A/W-IGO53IR2.41\%;8$J@5VZR:W^8-"3$89;N.$;Q9C5 ME!%DYY6ECXT4*/G>_.YA8D$2M^)1C0>@?B@(N#CJ%P:SONV;HY775ZQ8($@HFW:.KKI5'/+,1&2?9^, 1$43K?J1"30) M)4"#M+ .[&JFST5JWY\);;\<' M>L[\BV"*..JQ(,CK&<0ZFHG M#^ NLJ.)TW]6]VU^7&5?-8W9^INU+Y8^DI-DYYK[Z]GMR$RD&%+!.IV%9T-A MSS78_J\N'9;ZKV)+8_.7 ]!Q"!-?>EW8F=8$;%QC/Y\..#@=;GDU#MET0^SH M8RNIF+'?,?U2?].R629XB@T8D-WJQ JQYN8:PY,U((#ICC5O>1_JQ1QP/0 MQ.,#T+IWRMY_W+-[M/I_7;I=G=?XFC;4J"?7[5'$07(;;@E#E;(LN H_-$^5N!K6!_8H"OOOF"'E:@+:OI!0-6 EV7$'8UL4R;X#G37;M>Q#>Y M 3?%./LU%RQWU3G[<1\'I+MJBQ+8OIP<^:T MA3NH/&3YK W(@ECD=_9]*JLSJ9)^AO69 Q6$](+%?"TTG ?\B>_;M.D?5Z$. MD]^0']P2V>.1'EM3L.Z<=LD?#&C ?XAA)'N#/XP?B)C52F!8G,B?%S\QI(B\ M&6!,&+BC:UG["D,K@M5@E 9K*/G)/IXSO$R=J\?/65\]?E%M_6\&(U7Q'.A^ MR/KN\M\?0-9N_\[1P]C]%[^U$!)/4GH,G&T!*:H8,\[SO/4"R>I<;4X6IMK/ MI)N@L52K(+ X7^U\_G4'"TPA9$%R?*1EO5B*AT.T)?"Q)&)*O= MF=A]&Q#2IC=/GNGM&%5WE;<>5VX?NNB@4%,;R"7TSAOK_L]_8/$^R3/*=R

-(R@2YTIT7]0DO5G"BY6VILKT8KY&+E(#>XN_JX)QQ%%M-OM["%O/=PP,M^TF&$:>I8,4"YBHV8^0 :YI MIMO:K1(+U1&"[Q;\Y7=<2!B8$CQ,CJE:DU 84=\"+C21]:(J 5'S[[LH 5\* MW'CL=\OWG2T^X*F^(W%JZSSXV*DX'/Z4*?BE^G2$G7/UH,2M7:'S48Z\M@PK M^#\9.<(: 8O9DB;0I*VC<%D<]0#4BSS*< )\(3UD*2NJ!CZ%(3>?GH;0_0YW MIUK=I(SO3K[B?#1:OQ&XMTB#]"%@A> !\#EFE/7O@>@,XIY<\?@/JL3L/5*.E=!EK]11*C M9-:%=\"R\]C.\(D(#VL+GOX? .IF U7\#>K6Z"/RIM>'5VST(T#" 8C=%C$R MQZEO, \6@%L=?DH9'D41C$?(K3O9)R#$_&?E@2YU5^4^PM)'QQ",6G=X[MP) M8L*]YI8,-WYS^U-*1%..M-#QG^<1. MY>Z,$D04#LTR\F_CG2%G6K@?[^\,JC?W:FM0\>/]&Y9K&G2NL=Y"] 2D?X\< M2I='=AJW1E&>$^/?4M6("3'Z]^?J4IO2&,H+9"DB>RH<3.4ZC()N ]B"8+)^ M /VZ/Y[R@\5!24@,'?0@+GU2V)N5:TXRL#+Z3E8?L)"D=>UKX^3URK"CZ5/) MI'Z& ,(J(7(KIE6-S@]G&]77H]]DB%$.I[/@ZD.*J),%.YKR$#%T=3@;9:N; M4^/_>COSJ*3V<._3:&6&.::F5*963IW4+$6IK-1,3O>E;C3+=[=N^X?=]U[_WS?]X]G ML3>+Q5K[V<_P^>[?7K_'[9#]V3GO?B1=J8$(3CD.']6S?NFX%?8H+5(T\W4Z6/5T34E=20?Y-JBYDU$PU M!U(S8'<9(YVJ VYVU>AP2$0+9YDI$0 NG9UGZ0W<&KJ!U3=F"'H)+H1CG1=[ M71P#1"410UD,X @1LF1F<%>6A SC7C!N3/$,Z@M&PDW>M)?3HI L'.4M ZM- M7 !\JBN&O)+B+9\K]QD\#-XH@+>BT['Z,5;ZOU74V3"?AM:;I447_!]*F!_* M5*&W@U8J1/S?[E*M# ]R+;U='DT'*QXZ.IH[Z2?FMN\8U23;!\KO3^P+)+] M<@%UXTFQ>R]7OR+]8U:9/R-[E)"5J*?0"%^TX6#NX1QGZ+KT MY7O:0]]>=^6O37J>J#XREJIV4W: ^,8]'7*$EDZU3B&;X!%-(0\L+'E3=O2 M<+)I$W4;E%T0'"O]6J! :_9(I=9#] I9YL$##"]@(+FP\V*YN<3S)<C_W\ MSH&UT8I-@GBJ?:DG8_!A4 5[1_#!/.)&:)M6PK=_9,&-(;+[$5]@YEJD!ZN] MV.Q;YFX+:YLJEOJ321NS&]>^ S^9#OM]TK3^+-;EJ2_OTCJ_)YFU7WWKAHUG M)/)Y)KR^6%E.V<2L;QCG$;["%[)"[(DU^;&N9\?;4$S'ZS:OS.40;P9^"$VU,A M>*V#JJ[ZH-E#.=(>!SN>/ W0TVS984N\4]]*&0(NE!WZ&K3#PZ?>X->,[>0K<(&N%,!XKF@[1,)&O2?["6OP.UCR&WSA\.[:(LT:LB MRGNP,4\I?[RI JJO3'\IXXAS[,8DF*6;NO2/UE:EA.8FF)ZWR%G7[S%XRM]] MRA=>ZZ52-V#^&IC(TX<)T,,26*T.0JO53V&BPY?=\^"!\WQZD:1(S'6>YY$V MUW$ 3O+!_*SWQS]*V>4==^B/;(Z=-EM V="ESJI5S^:\J*(!=94CO FJW$E_ M!CD/NC?C5E*NI/I4\QMC+O+="M'P3B$M?T9W_37C@D M.A\+=>Z-=@@UD(E62[00ZJ(!?^S& 2VX&N#=6PC!A,5JO_L*2I;2SZ/:VH^H M*><.Z!Q9])]F:=,RN1?YW/[D/Y'EO]F2GYW0%NINYOBO$9T%,!YP%AA*X)U1 M$\]LTP>AX1QLSEZ@#;9%Z^^?;4MI*FFQ(W2,[@B"M/8N$4:NR04-1^?\'-&1 M$1&71T?T81VD7$S><:%?7T!%,#"^Y62& !BII3+C2H+-GT77SJ23C$^V":3" M%&9A])6Z&8'Q\N;#'=6A.EU-SZXH>6:@56!,/.+QB#Y*DGS>LIYJ._\7UQ9W M>P%U&I=&J_[P< &ET3M'?%<8@UD]-5D]$2@(F>8TT=(K2\H5RZNR](BK#CP> MR=\@>5#QA> +^6#-9-'6Y5&227M3?6T"T*4\U1XWB0VDS6E3^W_SHB&-8TFX M6R&$]P-Q&5\JWXB(V-""X2L3)0\5?]\N*#D!W1/4Y&1G8B]<8/H:\U-)2.2. M*'=*#$W8Y>\NHEQ[O0-5JS36<,H@GT$Y?ARM2$2 CR;H"PS*&@L 0'!3S+=1 M<;:)63?7KT##S?U5A_7%5G/O$)KZP(EAI>$9=&14?(EO68M# YH *)/G(LGW MWO+1%\L/=2F/0UZ#/V$"Z/I=>,4\66YMV\1;(E$9M,ECRF#K!I?\INI:[+\PJM(=PKB8O\=QB&$\ .>+7Q*1(ND]PYX0.F( M N1<<]6'PW=2=<'U2&%&IV #(R-DNR9X+1L>?1I=0*&Q+L_=GQM[6$E"]O]) M?C3\K??-Z+E1RL346U8/L9FV$LEZ3'_HLPWK1BJDR5Z[7DAXAZ5,S(, M+^(TL"XLRIXN4LO3J>*D#[= _>.O.!UE).U-MX[O+1J>R0KIC#DW0Z?MI0F,4^!!>L M-H)J:1K*&Q*[:/&E?JV.S9P$-.1E!?=>_%YGJ7"$=31(B0F-(8SQZ3D]2&T? MP,FPA7$*FB;L^::#NZATI-_(PR8*F/@>QLJ8WII=+TTIOE1%OH 7_='%]M56 MGWMS ["Y4=5RI5^?)L?T;/O6UEB['U"JYICG_2=:$_B^^E=69\^,R3UDXKL67>]'ANSDO[@GBK8P^(X%T;DSC8KB6S MFN/Q>F4PK@C>_!+ I5&-\9^BSU%V7@NC"KE$TYA+(:=S$Y<7J9:)N)X*=7%- M9T%JR,LXI_Z$TY2M4-S& M&QY<_GH-7S&E0;@T^X%IJ\R!AW'.7/1(:,FFP!,&N6*R@7\*"D$%KL5])";#R6Q#:R&7EP_ M!"(4*")IJ MV]/P&4,O/R7OQZ)$0*T?-/8>(CGHW M^\18R\2CC;-_<.*I#@ ]^?;KTD]N3K&&_2QV>\S8L]&.X1K#/$GF:4ZF M?]=I0L!=E67"&.=/-"=N$JF+!=(S5]Q3+K;=H%6>9I>'0%4"I,C=^>@P22_Q MH.@2+Y3%QH>;=URLLPU+">5KNITS?U#JX6"L+N@@7U)-^>4*_H38;,NJU9X>WO.4[5J)?;:D47"G("_O64&XKE1QL"J=NKQ!.?3;1?U.1,FYHL]5UF?BON7%P!O*^=9.T:$&3/7YLY MX4T[S4_&O60V8C(64,NPB'CHB5(*(>WEZ<_&<-H3DZYFT(7P=HH!-G]%34UU M-1"5P6YZE%1(%G*=2PB.3@Z?N\RK+A=*8^P.G*GLK7Z+X1H>OU M<;2R1,XD>&.\*SO+I(J3^21!R(A8+/ZJ.)EQBM'RW4S*BW3MH#_@R_X>]A]0 M?CO_AH)@U9:!"8T-@RD+J(Q0^?Z$I!_F.]3*$R^6A9^ZM#OJOIVVZ.Y/L\KF MS?>^2=XS &\OFJG/?,V'H%PZM 4WH?:GUY)[?#60+'M P1#BB \1STNP):]DN)0'!XCQ7J5]1(X M+UK,LXGV_6C]<8<%U-*HEZ\X;UX@%RHF' D/\=9MK6M0(1FA9WK70'[GUW8_ M=.&RNT%% 7?613RXOWV#C/[LQ^L%5&0>IMG)MC$7D>YS@P^&;O[0N Q[E8PY M38V7@[V-5M+&:ZUG;4A&UD2A-(51*DC43R^, M\8B8NIQ7(Y9W%X"?U)]Z?BW-H=*+-5S'RL&99*Z%@J'[;A#] M:W^E==3?HFM4RUZ)+JJ7X[SNA4&795YO2JU7:?BH)$TC1>0$GQLQ_?I5G9.V M2"?3["5GK",%BFRM/G,1!5P=M[AEV->(G*OTA:X/9M+2J!L64-?O4!W<%*7& M_MY1[K5 V_A#L*K>D)A*VGHQ,VYY*$M]V$03M+E50([XTE$V,6[CD\[L,7IZ MI_]SB_WW%G.3UX0Y8W+503'%1<&"=@%>+DW%M%,E\_F6:[*+A$]' M>;:O:\-P/NDYELY[MZ2L>!?4[;ZDE:%41V+1YD8D!M;C^$>MNI0RG\JS3.[[ MJ(7U:5;[&,5WV;)D/G !];M]#N()I=-M.><#HTK_;>/#V=(#XS-CU4DS9K7?QEU=*BD/_!N.;7>@Z5&,(+8\;'$/D32E3;$# MOR8]">8^6]PW*FU+)H4Y>M=<+K)<;^DR\>]:^Y<[BB):7@<H-CT-_.&)8.;R&EI]C(W-V2A,U@E\ X$IMB2#-5&B"/(7PFTLK]\-DPLFIW)("5X:WNDC,Y^N=O_7NHU-ZR7 M\*SGY+5-G:^E3%PMPMDXV=6!]:Z;*&Z=/_#) ^S <=7O %/(3\>HJI-< MBME]MX1-W1S8< "ION4O7U^;[%+&=4R[1W4%Z396$]N(&493 QE M-A*L[ 2;RNYX&5DV;RHM7'[$O8/Z:W#\.B31WZOL)5@7!5Y/^FL'GC2*A;PO ML"'?0,RF27/W\$0_,!ICXDA?R<4XFTF:D;WR4DA?6JCWR2W!/LRSZ1K??=*> MHUPN*&]"B%.7-4 .H-,NE0FU';/"U>XCY,(-*X<#(";0\C9? [!(HIK"AU_D M!D$&98A@([5ED%@I,9EEN$,#+CE1,. O/0TFV)/*#3?RY,]<_3]W" MK^7+:O%5>. K[;(^)QF'OR*?XCZKN6@=VZQ?63;9:-S?0N#%]\$%,*+[;[)Y? MM]F9UOC$S=G^'E%1%YJA7M6*)L.S?4W3>7?-;X:F;RQZK2P-OXV2\ M 1T5CMHY\%(BP&6.@/I"?E5;T^X"<*BQQ1OS:Y&US(9[B*&=+0S' .[7*7$* M_FIR0BBC@;H+NB-/@]V?4':P/2ZV$OV[7H<+OZ),T%$"!#B[)O.?W&< M!2Z@!HE)M-,3^LKK4*H\+DH9!0KKF((P?3G_!DR4VZ[LARSK:P-OVF-NJ#"\ M&J#,]PDDQ&X])^>OC;$EQD4J"A++1\"0O(I^0& M0J)>C%3\L>4/$N__H.^/@RZ M< 3X6@7@&T*6TQ4L'7C?/4^0E<+U>T[V<=%[/Z:8N>FZ13H0%![C5/E&XD#3 MZHVU75^R:]+"1$Y$7.:"N.QOZT(H<_6?\'&RJTU_SRA--ZX"%QNW?+17X:)D M$.(BHN('0Q,81JWH=&9&PWN)[\#SXBX>@[CL?G%Y9%!J!VX=7Y9+ T@#35-Z M$+'9U;(6Q*1RW>2^BX7 X(%L.;X)/XNZD()9;L(MF2..F9? M*5!U<+O9Z@EY/HKO9]HN!:U&T78LH*H9L/:0DCE_EZH/&T/UH.3MSGP= -<< M(-9^&RC.-T?0*\TF9V;?6E=F$3FC>9_(=@AHXL3I=)S822_/]-[?^^)1Z,\_ M'"@!>)%%(P-R;%&MV0@UR_DK(&<%_QHW$,0T4!<[#M6'&X&,"8S<5G,X7S?1 M^\[TUFIKNZ-@HC _S^7G[=_BS\6M\OY3]WC@*3^Z'@8@X&"]^PNHUI?#;F-@ MO/SQ JHOXRHN_] "RAUAY!T;T- IW]XS,[AJ3-+>673J2OI7PL_<7\4;"8AJ M+JUIQ_")!51W&!33+%%ML['\]7#P^@F:[!&&/0!KTV2X"4\943HH%S($?$W* M0:A.CM8E[^ML$[J:@/M&0W;FRFHZ;2?S:6C\0#WA\\#2&P?.;;[@X>74=&3Y M!HRH^+\3]?]J_NM!>CCU_B*X$=9PQ8]? *2=ME+IF-)-A'6;BU3U%ZJT7D?X MCM,,1O20F&^ROC0E<)R]!7DO$7QK?@9=V"L*#.FNF##/WI/9J#+I-& ;)QK: M!L01%;ZI$VS&X>4K$D\N MH/9PN)T\890\QH:]Q;[.3I!OD"U0]$RQU436==FRU/%"\+M<(M"PE4<)<3V6 M2.R@H3VN3M3V 6VLFN(Z.-OTX6TO4KX[D'*;9KB&C4YEVZ9&SYY&#KB!49&7 M8Q)<2[(<[YRP9HM:T@>>WE,>)Q-)B?MPD'E4 XD':L!.%95/1Q@F6 MBXKEG M4O=G0B(Y^S>R?X/B/;F)75K;PFP],Q MLCG;.V]]8W31MU;.;5>[F"M9KXMZ MD,L+4ZD+B\BAOH!Y@1DG#6M9''I"P[S7O]L6]G-@I+&W5!2 ^\@<7R#UYGCG MX$&>.,JC7+I3]:\78;?%CW2LIX*XEK(!^/I0@8.V.0J,+16IJ=/$C'"[5,5I M!BX5ZW"*1;[0:&C.E.-2:WW388-GK4]X!7);-<+$N83X;40'""8V&9C=#EDK3/"8W@.6W<\1/ ME2_S(K*#.:*STZP)+\NO*>(W<48RWXE_;*VTA7P.MI:7.__ F)-F0\$!DCU M/ZLL-CP1R!GRXL19^KT$&KQB9VE28D1=M\WD%WW G5C29'VVM/,B1DO5R=-N M_T%?#1&4:[HOXM= -!]VI[V+T6%H&LCJ%QSN'#^I&8QX:,6^>D+W6QZ!W>=+FS& H-_,E:G2GVG 1H)'$B\(4628434U\;ITQ7D6$XR$UU\X6<, _0D9X MW11/W=:JT-;6:#Z*)BL0UTC=83,5&WRN!*+YA>TSHB6+:[<1^FTRP]YT MV[L$]/>+EW%>&OJ];*\X<^I^B)O.?J_EQ:NX5?-(4JD;*5EM\-\+J/1S8\C9 MG-QBL&F@1212JG#SI4,+J. Y'8)>(0."YA_S]+6O)FYX\??Y-51@]S^HZ!C "X,C)&51'+K 2>T6;,L,"@LC7PO3&YP[V5L? MHBLN5!AY3%+LUN?<#XGC/

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end

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