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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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ZenaTech, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
00098936T (CUSIP Number) |
Dr. Shaun Passley 777 Hornby Street, Suite 600, Vancouver, A1, V6Z 1S4 (647) 249-1622 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
09/30/2024 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 00098936T |
| 1 |
Name of reporting person
Dr. Shaun Passley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
11,587,093.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
48.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Aggregate Amount Owned Represents (i) 5,867,301 common shares held by Epazz, Inc. ("Epazz"), (ii) 5,136,459 common shares held by Dr. Passley and (iii) 583,333 common shares held by Ameritek Ventures Inc. ("Ameritek").
Dr. Passley is the sole director and officer of Epazz, and is its principal shareholder with 95% voting control of Epazz.. Dr. Passley is a director, officer, and principal shareholder of Ameritek of which Epazz, is the principal shareholder with 95% voting control of Ameritek. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek.
SCHEDULE 13D
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| CUSIP No. | 00098936T |
| 1 |
Name of reporting person
Epazz Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
WYOMING
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
5,867,301.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
24.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| CUSIP No. | 00098936T |
| 1 |
Name of reporting person
Ameritek Ventures, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
583,333.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
ZenaTech, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
777 HORNBY STREET, SUITE 600, VANCOUVER,
BRITISH COLUMBIA, CANADA
, V6Z 1S4. | |
Item 1 Comment:
This Schedule 13D relates to the common shares of ZenaTech Inc., a British Columbia, Canada corporation (the "Issuer"). The principal executive offices of the Issuer are located at Suite 600, 777 Hornby Street, Vancouver, British Columbia V6Z 1S4 Canada. | ||
| Item 2. | Identity and Background | |
| (a) | Shaun Passley | |
| (b) | 777 Hornby Street, Suite 600
Vancouver, British Columbia
Canada V6Z 1S4 | |
| (c) | (a) This statement on Schedule 13D is filed on behalf of Epazz, Inc. (Epazz), Ameritek Ventures, Inc. (Ameritek) and Dr. Shaun Passley (collectively the Reporting Persons) pursuant to the listing of the Issuer's common shares on the Nasdaq Capital Market. Dr. Passley is the sole director and officer of Epazz, and is its principal shareholder with 95% voting control of Epazz. Dr. Passley is also the sole director, officer, and principal shareholder of Ameritek, as Epazz is the principal shareholder with 95% voting control of Ameritek.
(b) Epazz is organized under the laws of the State of Wyoming and its business address is 55 E. Jackson Blvd. Chicago, IL 60604. Epazz is in the business of developing technology. Dr. Passley is a USA citizen and is the sole director and officer of Epazz.
Ameritek is organized under the laws of the State of Nevada and its business address is 325 N Milwaukee Ave. Wheeling, IL 60090. Ameritek is in the business of technology solutions. Dr. Passley is the sole director and officer of Ameritek.
Dr. Passley's principal occupation is the CEO of the Issuer.
(c) See (a) above. | |
| (d) | (d) During the past five years, none of the Reporting Persons, nor to the knowledge of the Reporting Persons, has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e) During the past five years, none of the Reporting Persons, nor to the knowledge of the Reporting Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(f) See (b) above. | |
| (e) | N/A | |
| (f) | U.S.A. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Epazz is the former parent company of the Issuer. In 2018, Epazz determined that shareholders would best benefit if the Issuer was spun off as its own company. The Issuer was spun off from Epazz in November 2018 and (i) Epazz received 4,967,300 common shares of the Issuer and (ii) Dr. Passley received 4,836,460 common shares of the Issuer, as a result of the spin off transaction.
In January 2022, the Issuer acquired certain technology from Ameritek in exchange for 583,333 common shares of the Issuer at a price of $1.44 per share. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons purchased the Issuer's common stock for investment purposes. None of the Reporting Persons have any plans or proposals which relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D, except that Epazz and Ameritek have entered into agreements with the Issuer for the purchase of certain assets from them by the Issuer in consideration for securities of the Issuer, subject to shareholder and regulatory approvals as may be required. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Epazz beneficially owns an aggregate of 5,867,301 common shares of the Issuer, or approximately 24% of the Issuer's outstanding common shares. Ameritek beneficially owns an aggregate of 583,333 common shares of the Issuer, or approximately 2% of the Issuer's outstanding common shares. Dr. Passley beneficially owns an aggregate of 5,136,459 common shares of the Issuer, or approximately 22% of the Issuer's outstanding common shares. | |
| (b) | Dr. Passley is the sole director and officer of Epazz, and is its principal shareholder with 95% voting control of Epazz. Dr. Passley is a director, officer, and principal shareholder of Ameritek of which Epazz, is the principal shareholder with 95% voting control of Ameritek. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek. | |
| (c) | None of the Reporting Persons has effected any other transactions in the Issuer's common shares within the past 60 days, except that Dr. Passley sold 45,447 common shares on or about January 3, 2025 pursuant to Rule 144. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Joint Filing Agreement. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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