SCHEDULE 13D: Dr. Shaun Passley and Affiliates Solidify Control of ZenaTech, Inc. with 89% Beneficial Ownership Post-Asset Acquisition

Dr. Shaun Passley, along with Epazz, Inc. and Ameritek Ventures, Inc., has significantly increased his beneficial ownership in ZenaTech, Inc. to 89% following the acquisition of assets from his controlled entities, approved by minority shareholders.

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.
• The filing follows the acquisition by ZenaTech, Inc. of certain assets from Epazz, Inc. and Ameritek Ventures, Inc., which was approved by ZenaTech's minority shareholders on March 17, 2025.
• In consideration for these assets, ZenaTech issued common shares, super-voting shares, and preferred shares to the Reporting Persons.
• Dr. Shaun Passley now beneficially owns an aggregate of 120,937,093 shares, representing 89% of ZenaTech, Inc.'s class of securities.
• This ownership includes shares held directly by Dr. Passley, as well as shares held by Epazz, Inc. (86,467,301 shares beneficially owned, 82% of class) and Ameritek Ventures, Inc. (34,469,792 shares beneficially owned, 25% of class).
• Dr. Passley maintains significant control over Epazz, Inc. (95% voting control) and Ameritek Ventures, Inc. (Epazz holds 95% voting control), thereby controlling the voting rights of shares held by these entities in ZenaTech.
• Each preferred share can convert into three common shares, and each super-voting share carries 1,000 votes. The aggregate number of votes available at ZenaTech, assuming full conversion, is 136,551,124.
• The Reporting Persons state their acquisition is for investment purposes and have no current plans for changes to ZenaTech's corporate structure or business.

Sentiment

Score: 6

Explanation: The filing is largely neutral, being a factual disclosure of ownership changes following an approved asset acquisition. The consolidation of control could be viewed positively for stability or negatively for minority shareholder influence, leading to a slightly positive score due to the completion of a strategic asset acquisition.

Positives

• The asset acquisition was approved by ZenaTech's minority shareholders, indicating a level of independent oversight and validation for the transaction.
• The consolidation of ownership by Dr. Passley and his controlled entities could lead to more streamlined decision-making and strategic alignment for ZenaTech.

Negatives

• The significant concentration of ownership (89% by Dr. Passley and related entities) could reduce liquidity for minority shareholders and potentially limit their influence on corporate decisions.
• The nature of the transaction involves related parties (ZenaTech acquiring assets from entities controlled by its CEO), which, despite minority shareholder approval, can raise concerns about potential conflicts of interest.

Risks

• High concentration of voting power in Dr. Shaun Passley and his controlled entities (Epazz and Ameritek) could lead to decisions that primarily benefit the controlling shareholder rather than all shareholders.
• Potential for conflicts of interest given that ZenaTech acquired assets from Epazz and Ameritek, both controlled by Dr. Passley.
• The complexity of the share structure, including preferred shares convertible at a 1:3 ratio and super-voting shares with 1,000 votes each, could make valuation and understanding of voting power challenging for investors.

Future Outlook

The Reporting Persons state that their acquisition of ZenaTech, Inc. shares is for investment purposes and they currently have no plans or proposals that would result in significant changes to the Issuer's business, corporate structure, management, or capitalization.

Management Comments

• "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."
• "Dr. Passley's principal occupation is the CEO of the Issuer."
• "The Reporting Persons acquired the Issuer's common stock for investment purposes."

Industry Context

This filing indicates a consolidation of control within ZenaTech, Inc. by its CEO and related entities. While the specific industry of ZenaTech (technology, based on Epazz and Ameritek's descriptions) is mentioned, the filing primarily focuses on ownership structure rather than broader industry trends or competitive positioning. Such consolidations can be common in smaller or developing companies seeking to streamline operations or integrate assets from related ventures.

Related Party Transactions

• ZenaTech, Inc. acquired certain assets from Epazz, Inc. and Ameritek Ventures, Inc. in exchange for common, super-voting, and preferred shares. Dr. Shaun Passley is the CEO of ZenaTech, Inc. and controls both Epazz, Inc. and Ameritek Ventures, Inc., making this a significant related-party transaction. The transaction was approved by ZenaTech's minority shareholders.

Stakeholder Impact

• Shareholders: Minority shareholders' influence may be diluted due to the increased concentration of voting power. The transaction itself involved the issuance of new shares, potentially diluting existing common share ownership, though this was in exchange for assets.
• Management: Dr. Passley's control is solidified, potentially leading to more direct implementation of his strategic vision.
• Creditors: No direct impact mentioned, but a highly concentrated ownership structure could influence future financing decisions.

Key Dates

Recommendation

Keywords

ZenaTech Inc., Schedule 13D, Beneficial Ownership, Shaun Passley, Epazz Inc., Ameritek Ventures Inc., Asset Acquisition, Corporate Control, Super-Voting Shares, Preferred Shares, SEC Filing, Shareholder Control, Related Party Transaction