10-K: Ameritek Ventures 2025 Annual Report: Strategic Pivot

Ameritek Ventures reports a net loss of $6.38 million for 2025 as it transitions from software to real estate and battery technology.

Summary

• The company reported a net loss of $6,384,392 for the fiscal year ended December 31, 2025, compared to a net income of $13,518,894 in 2024.
• Operating revenue was $0 in 2025, following the sale of software subsidiaries to ZenaTech, Inc. in October 2024.
• Total operating expenses rose to $2,709,326, driven by a $2,117,676 impairment loss and $477,722 in stock-based compensation.
• The company is pivoting to solid-state batteries (Galaxy Batteries, Inc.), adaptive manufacturing, and luxury corporate housing (Chicago Real Estate Partners, LLC).
• A 1-for-1,200 reverse stock split was effected on January 20, 2026.

Sentiment

Score: 2

Explanation: StockSavvy.ai views this as a highly distressed situation characterized by a lack of revenue, significant going concern warnings, and heavy reliance on related-party financing.

Positives

• Acquisition of Galaxy Batteries, Inc. establishes a new strategic focus in the solid-state battery sector.
• Formation of Chicago Real Estate Partners, LLC provides a new potential revenue stream through luxury corporate housing.
• The company successfully divested its software operations, allowing for a complete business model transition.

Negatives

• Zero operating revenue generated during the 2025 fiscal year.
• Significant net loss of $6.38 million for 2025.
• Substantial impairment loss of $2,117,676 recorded during the year.
• Working capital deficit of $2,231,768 as of December 31, 2025.
• Auditors have expressed substantial doubt regarding the company's ability to continue as a going concern.

Risks

• Substantial doubt regarding the company's ability to continue as a going concern due to limited cash and recurring losses.
• Heavy reliance on related-party financing from Epazz, Inc. and affiliated entities.
• Material weaknesses in internal control over financial reporting, including lack of a functioning audit committee and inadequate segregation of duties.
• Pending litigation involving former owners and creditors, which could impact financial stability.
• Market risk associated with the significant concentration of assets in ZenaTech, Inc. securities.

Future Outlook

The company plans to focus on solid-state batteries, adaptive manufacturing, and luxury corporate housing. Management intends to address liquidity concerns by obtaining additional related-party or third-party financing, generating lease income from corporate housing, and reducing operating expenditures.

Management Comments

• Management acknowledges that the company's ability to continue as a going concern is dependent on continued support from related parties.
• Management believes that the outcome of pending litigations would not have a material impact on the financial statements.
• The company intends to retain future earnings to fund the development and growth of the business rather than pay cash dividends.

Industry Context

StockSavvy.ai notes that Ameritek's transition from a legacy software holding company to a diversified entity focused on batteries and real estate is highly unconventional and reflects a 'shell-like' pivot strategy often seen in micro-cap companies attempting to reset their business profile.

Comparison to Industry Standards

• The company's lack of revenue and reliance on related-party debt is significantly weaker than standard benchmarks for established technology or real estate firms.
• The reliance on a single related-party investment (ZenaTech) for the majority of asset value creates a high-risk profile compared to diversified industry peers.
• The absence of an audit committee and identified material weaknesses in internal controls are below the governance standards expected of publicly traded companies.

Corporate Governance

Legal Proceedings

• Lawsuit pending in Clark County, Nevada against Clinton L. Stokes, III regarding share ownership and asset encumbrances.
• Meridian Pacific has asserted a creditor claim for approximately $396,350 in a custodianship proceeding.
• Derivative claims filed by Meridian Pacific and Clinton L. Stokes against the company.

Related Party Transactions

• Sale of Ecker Capital, LLC to ZenaTech, Inc., an entity controlled by the same management.
• Acquisition of Galaxy Batteries, Inc. from Epazz, Inc., a related party.
• Significant debt obligations and accrued interest payable to Epazz, Inc.
• Issuance of common stock to Shaun Passley, PhD and Epazz, Inc. for services rendered.

Stakeholder Impact

• Shareholders face significant dilution risk and uncertainty regarding the company's future viability.
• Creditors are exposed to the company's ongoing liquidity issues and going concern status.
• Employees and management are heavily tied to the success of the new, unproven business lines.

Next Steps

• Continue operations of DittoMask, Inc. until inventory is sold, followed by divestiture.
• Expand luxury corporate housing operations into other major cities.
• Address pending litigation with a court date set for June 2026.
• Seek additional related-party or third-party financing to support operations.

Key Dates

Recommendation

The company has no revenue, a significant working capital deficit, and an auditor-issued going concern warning. The business model is in a state of flux, and the heavy reliance on related-party transactions and debt makes it a high-risk investment for any institutional or seasoned investor.

Keywords

Ameritek Ventures, ATVK, Solid-state batteries, Corporate housing, Reverse stock split, Going concern, Related party transactions