SCHEDULE 13D/A: Dr. Shaun Passley and Affiliates Disclose Significant ZenaTech, Inc. Ownership and Control

Dr. Shaun Passley, along with Epazz, Inc. and Ameritek Ventures, Inc., has filed an amended Schedule 13D, revealing a combined beneficial ownership of 48.0% of ZenaTech, Inc.'s common stock, primarily for investment purposes.

Summary

• Dr. Shaun Passley, Epazz, Inc., and Ameritek Ventures, Inc. (collectively, the "Reporting Persons") have filed an amended Schedule 13D regarding their beneficial ownership in ZenaTech, Inc.
• Dr. Shaun Passley beneficially owns 11,587,093 common shares, representing 48.0% of ZenaTech, Inc.'s outstanding common shares, including shares held by Epazz and Ameritek due to his controlling interest in both entities.
• Epazz, Inc. beneficially owns 5,867,301 common shares, or approximately 24.0% of ZenaTech, Inc.'s outstanding common shares.
• Ameritek Ventures, Inc. beneficially owns 583,333 common shares, or approximately 2.0% of ZenaTech, Inc.'s outstanding common shares.
• 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 acquired technology from Ameritek 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.
• Dr. Passley sold 22,000 common shares at $9 per share since September 30, 2024, under Rule 144.

Sentiment

Score: 6

Explanation: The filing is largely neutral, providing an update on beneficial ownership and control. The confirmation of investment purpose is positive, but the mention of potential future share issuance for asset purchases and a small insider sale introduce minor elements that prevent a higher score.

Positives

• Consolidated control by Dr. Shaun Passley and related entities, indicating stable leadership and strategic alignment.
• The filing confirms the primary purpose of holding shares is for investment, suggesting long-term commitment.

Negatives

• Dr. Passley's recent sale of 22,000 shares at $9 per share, while a small percentage of his total holdings, could be perceived negatively by some investors.

Risks

• Potential dilution from future issuance of ZenaTech securities if agreements with Epazz and Ameritek for asset purchases are completed, subject to shareholder and regulatory approvals.

Future Outlook

The Reporting Persons state they hold the Issuer's common stock for investment purposes and currently have no plans or proposals that would result in significant corporate changes, except for existing agreements with Epazz and Ameritek for asset purchases by the Issuer in exchange for securities, subject to shareholder and regulatory approvals.

Management Comments

• "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."

Industry Context

This filing primarily concerns beneficial ownership and control, rather than operational or financial performance, so it does not directly relate to broader industry trends or competitors beyond establishing the ownership structure within the technology sector where ZenaTech, Epazz, and Ameritek operate.

Related Party Transactions

• ZenaTech, Inc. acquired certain technology from Ameritek Ventures, Inc. (a related party controlled by Dr. Passley) in January 2022 in exchange for 583,333 common shares at $1.44 per share.
• Epazz, Inc. (former parent company, controlled by Dr. Passley) received 4,967,300 common shares of ZenaTech, Inc. during the November 2018 spin-off.
• Dr. Passley (CEO of ZenaTech, controlling shareholder of Epazz and Ameritek) received 4,836,460 common shares during the November 2018 spin-off.
• Epazz and Ameritek have agreements with ZenaTech for the purchase of certain assets in consideration for ZenaTech securities, subject to approvals.

Stakeholder Impact

• Shareholders: The filing clarifies the significant control held by Dr. Shaun Passley and his affiliated entities (48.0% beneficial ownership), which could provide stability but also concentrate voting power. Potential future share issuance for asset purchases could lead to dilution.
• Management/Employees: Dr. Passley's role as CEO of ZenaTech and his control over Epazz and Ameritek suggest a unified strategic direction.

Next Steps

• Completion of asset purchase agreements between ZenaTech, Inc. and Epazz, Inc./Ameritek Ventures, Inc., subject to shareholder and regulatory approvals.

Key Dates

Recommendation

Keywords

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