SCHEDULE 13D: Dr. Shaun Passley and Affiliates Disclose 48% Beneficial Ownership in ZenaTech, Inc.

A recent Schedule 13D filing reveals Dr. Shaun Passley, along with Epazz, Inc. and Ameritek Ventures, Inc., collectively hold 48% beneficial ownership of ZenaTech, Inc.'s common stock.

Summary

• Dr. Shaun Passley, Epazz, Inc., and Ameritek Ventures, Inc. (collectively, the "Reporting Persons") have filed a Schedule 13D disclosing their beneficial ownership in ZenaTech, Inc. common stock.
• As of September 30, 2024, Dr. Shaun Passley beneficially owns 11,587,093 common shares, representing 48.0% of ZenaTech, Inc.'s outstanding common shares.
• This aggregate ownership includes 5,136,459 shares directly held by Dr. Passley (22%), 5,867,301 shares held by Epazz, Inc. (24%), and 583,333 shares held by Ameritek Ventures, Inc. (2%).
• Dr. Passley maintains significant control, being the sole director and officer of Epazz, Inc. with 95% voting control, and also the sole director, officer, and principal shareholder of Ameritek Ventures, Inc., where Epazz is the principal shareholder with 95% voting control.
• The shares were primarily acquired through a spin-off transaction in November 2018, where Epazz received 4,967,300 shares and Dr. Passley received 4,836,460 shares.
• Additionally, in January 2022, ZenaTech, Inc. acquired certain technology from Ameritek Ventures, Inc. in exchange for 583,333 common shares at a price of $1.44 per share.
• The Reporting Persons state their purpose for holding the shares is for investment purposes.
• Dr. Passley sold 45,447 common shares on or about January 3, 2025, pursuant to Rule 144.

Sentiment

Score: 5

Explanation: The document is a factual regulatory filing (Schedule 13D) disclosing beneficial ownership and control. It does not contain forward-looking financial performance or operational updates that would typically influence sentiment positively or negatively, beyond the inherent implications of concentrated ownership.

Positives

• The filing provides clear transparency regarding the significant beneficial ownership and control structure of ZenaTech, Inc. by Dr. Shaun Passley and his affiliated entities.
• The historical context of the share acquisition through a spin-off and technology acquisition clarifies the origins of the current ownership structure.

Negatives

• Dr. Passley's recent sale of 45,447 common shares on January 3, 2025, while a small percentage of his total holdings, could be perceived as a minor negative by some investors.

Risks

• The high concentration of ownership and control by Dr. Shaun Passley and his affiliated entities (48%) could pose governance risks, as a single individual effectively controls a substantial portion of the company's voting power.
• Future transactions involving the sale of assets from Epazz or Ameritek to ZenaTech in exchange for securities could lead to dilution for existing shareholders, subject to shareholder and regulatory approvals.

Future Outlook

The Reporting Persons hold the Issuer's common stock for investment purposes and currently have no specific plans or proposals for changes to the Issuer's business or structure. However, Epazz and Ameritek have entered into agreements with ZenaTech for the potential purchase of certain assets from them by ZenaTech in consideration for securities of ZenaTech, subject to shareholder and regulatory approvals.

Management Comments

• Dr. Passley is the sole director and officer of Epazz, Inc., and is its principal shareholder with 95% voting control of Epazz.
• Dr. Passley is a director, officer, and principal shareholder of Ameritek Ventures, Inc., of which Epazz, Inc. is the principal shareholder with 95% voting control of Ameritek.
• Dr. Passley's principal occupation is the CEO of ZenaTech, Inc.

Industry Context

This filing is a standard regulatory disclosure of significant beneficial ownership, providing transparency on the control structure of ZenaTech, Inc. within the technology sector. It highlights the interconnectedness of Epazz, Ameritek, and ZenaTech through common leadership and historical transactions.

Corporate Governance

Related Party Transactions

• The spin-off of ZenaTech, Inc. from Epazz, Inc. in November 2018, resulting in significant share allocations to Epazz and Dr. Passley.
• The acquisition of technology by ZenaTech, Inc. from Ameritek Ventures, Inc. in January 2022, in exchange for ZenaTech common shares, given that both Ameritek and Epazz are controlled by Dr. Passley.

Stakeholder Impact

• Shareholders: The high concentration of ownership and control by Dr. Passley and his affiliates means that their interests will heavily influence company decisions. Future asset acquisitions for securities could lead to dilution.
• Management: Dr. Passley's role as CEO of ZenaTech and his control over Epazz and Ameritek indicate a tightly integrated management and ownership structure.

Next Steps

• Potential asset acquisitions by ZenaTech, Inc. from Epazz, Inc. and Ameritek Ventures, Inc. in exchange for ZenaTech securities, subject to shareholder and regulatory approvals.

Key Dates

Keywords

ZenaTech Inc., Schedule 13D, Beneficial Ownership, Shaun Passley, Epazz Inc., Ameritek Ventures Inc., Corporate Control, Spin-off, Technology Acquisition, SEC Filing