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    SEC Form SCHEDULE 13D filed by ZenaTech Inc.

    3/31/25 7:51:08 PM ET
    $ZENA
    Computer Software: Prepackaged Software
    Technology
    Get the next $ZENA alert in real time by email



    SECURITIES AND EXCHANGE COMMISSION
    Washington, D.C. 20549


    SCHEDULE 13D

    Under the Securities Exchange Act of 1934

    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)
    03/17/2025

    (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. Checkbox not checked

    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

    CUSIP No.
    00098936T


    1 Name of reporting person

    Dr. Shaun Passley
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    UNITED STATES
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    25,636,459.00
    8Shared Voting Power

    120,937,093.00
    9Sole Dispositive Power

    25,636,459.00
    10Shared Dispositive Power

    120,937,093.00
    11Aggregate amount beneficially owned by each reporting person

    120,937,093.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    89 %
    14Type of Reporting Person (See Instructions)

    IN

    Comment for Type of Reporting Person:
    Comprised of (i) 6,367,301 common shares, 11,700,000 preferred stock and 45,000 super-voting shares held by Epazz, Inc. ("Epazz"), (ii) 5,136,459 common shares, 3,500,000 preferred shares and 10,000 super-voting shares held by Dr. Passley, and (iii) 1,583,333 common shares, 750,000 preferred shares and 5,000 super-voting shares held by Ameritek Ventures Inc. ("Ameritek"). Each preferred share can convert to three shares of common stock. Each super-voting share carries 1,000 votes per share. The aggregate number of votes available at the Company, assuming the conversion of all preferred shares to common shares and the exercise of voting rights attached to such common shares and the exercise of voting rights attached to all super-voting shares, is 136,551,124. Dr. Passley is the sole director and officer of Epazz and is its principal shareholder with 95% voting control of Epazz, Inc. 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

    CUSIP No.
    00098936T


    1 Name of reporting person

    Epazz Inc
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    WYOMING
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    86,467,301.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    86,467,301.00
    11Aggregate amount beneficially owned by each reporting person

    112,103,760.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    82 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    Comprised of, (i) 6,367,301 common shares, 11,700,000 preferred stock and 45,000 super-voting shares held by Epazz, Inc. ("Epazz"), and (ii) 5,136,459 common shares, 3,500,000 preferred shares and 10,000 super-voting shares held by Dr. Passley. Each preferred share can convert to three shares of common stock. Each super-voting share carries 1,000 votes per share. The aggregate number of votes available at the Company, assuming the conversion of all preferred shares to common shares and the exercise of voting rights attached to such common shares and the exercise of voting rights attached to all super-voting shares, is 136,551,124.


    SCHEDULE 13D

    CUSIP No.
    00098936T


    1 Name of reporting person

    Ameritek Ventures, Inc.
    2Check the appropriate box if a member of a Group (See Instructions)

    Checkbox not checked  (a)
    Checkbox not checked  (b)
    3SEC 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)

    Checkbox not checked
    6Citizenship or place of organization

    NEVADA
    Number of Shares Beneficially Owned by Each Reporting Person With:
    7Sole Voting Power

    0.00
    8Shared Voting Power

    34,469,792.00
    9Sole Dispositive Power

    0.00
    10Shared Dispositive Power

    34,469,792.00
    11Aggregate amount beneficially owned by each reporting person

    34,469,792.00
    12Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

    Checkbox not checked
    13Percent of class represented by amount in Row (11)

    25 %
    14Type of Reporting Person (See Instructions)

    CO

    Comment for Type of Reporting Person:
    Comprised of (i) 5,136,459 common shares, 3,500,000 preferred shares and 10,000 super-voting shares held by Dr. Passley, and (ii) 1,583,333 common shares, 750,000 preferred shares and 5,000 super-voting shares held by Ameritek Ventures Inc. ("Ameritek"). Each preferred share can convert to three shares of common stock. Each super-voting share carries 1,000 votes per share. The aggregate number of votes available at the Company, assuming the conversion of all preferred shares to common shares and the exercise of voting rights attached to such common shares and the exercise of voting rights attached to all super-voting shares, is 136,551,124.


    SCHEDULE 13D

    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, preferred shares and super-voting 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) subsequent to receiving minority shareholder approval of the acquisition by the Company of certain assets from Epazz and Ameritek as described in the Information Circular relating to the Annual and Special Meeting of Shareholders of the Company (the Information Circular) held on March 17, 2025 (a copy of which was filed by the Company with the SEC under cover of Form 6-K dated February 27, 2025). 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 of Ameritek 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 (b) above.
    (d)
    (d) During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
    (e)
    N/A
    (f)
    U.S.A.
    Item 3.Source and Amount of Funds or Other Consideration
     
    The Reporting Persons were issued common shares, super-voting shares and/or preferred shares subsequent to receiving minority shareholder approval of the acquisition by the Company of certain assets from Epazz and Ameritek as described in the Information Circular. See Section 5(c) below for more information.
    Item 4.Purpose of Transaction
     
    The Reporting Persons acquired 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.
    Item 5.Interest in Securities of the Issuer
    (a)
    The beneficial holdings of Epazz, Ameritek and Dr. Passley in the Company are set forth under Section 5(c) below.
    (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)
    As described in the Information Circular, at the Company's Annual and Special Meeting held on March 17, 2025, the minority shareholders of the Company approved the acquisition of certain assets from Epazz and Ameritek pursuant to four purchase agreements. In consideration for the assets acquired, the Company issued common shares, super-voting shares and preferred shares to Dr. Passley, Epazz and Ameritek as described in exhibit B attached hereto.
    (d)
    See Exhibit B.
    (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. Exhibit B: List of Shareholders.

        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.

     
    Dr. Shaun Passley
     
    Signature:Shaun Passley
    Name/Title:Individual
    Date:03/28/2025
     
    Epazz Inc
     
    Signature:Shaun Passley
    Name/Title:Director
    Date:03/28/2025
     
    Ameritek Ventures, Inc.
     
    Signature:Shaun Passley
    Name/Title:Director
    Date:03/28/2025
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