Item 1.01 Entry Into A Material Definitive Agreement


As reported in the Form 10-Q for the period ended September 30, 2021, and filed
on November 15, 2021, the Company entered into a Promissory Note with Mast Hill
Fund, L.P., on November 3, 2021, a Delaware limited partnership in which Mast
Hill has agreed to lend the Company the principal amount of $560,000; 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 $1.00 per share.  Funds
were deposited on November 19, 2021, for operating costs and further execution
of GZ6G's execution on its business plans.
A full copy of the Promissory Note and supporting documents were filed as
exhibits with the Form 10-Q filed on November 15, 2021.
About GZ6G Technologies:
GZ6G Technologies is the complete enterprise smart solutions provider for large
venues and cities. OTCMarkets: (OTCQB: GZIC)
GZ6G Technologies is focused on acquiring smart city solutions, developing
innovative products, and overseeing smart cities and smart venues, and
modernizing facilities and buildings operations with emerging 5G and Wi-Fi 6
technologies. Target markets include stadiums, airports, universities, and smart
city projects.
GZ6G Technologies comprises four departments: Green Zebra Smart Labs: Software
planning and development of applications integrated for enterprises, cities,
stadiums, universities, commercial, and industrial technologies to optimize user
engagement and streamline experiences. Solutions are powered by artificial
intelligence, machine learning, data analytics for historical data, operation
forecasting, and predictive monetization strategies. Green Zebra Smart Networks:
Integrated wireless and IT consulting and infrastructure management for
enterprise and mid-size organizations. Green Zebra technical teams will also
provide technical support, cybersecurity, and procurement of networking hardware
and software for enterprise-level clients. Green Zebra Smart Data: Cloud,
hybrid, and on-premise Storage and multilayer security of servers for cloud
computing solutions and remote management systems for co-location and hosting
options for venues, cities, and customers. Green Zebra Smart Media: full-service
marketing and advertising agency for cities, stadiums, and large venues to
utilize digital media across the Green Zebra media network. Media trafficking
and media placement powered by Green Zebra Labs data analytics and software.
Since 2017, GZ6G Technologies is the trusted, smart solutions provider for
clients such as Governor's Island, NY, and the city of New York and the city of
West Des Moines, Iowa.

                           FORWARD LOOKING STATEMENTS

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

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

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

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


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