SCHEDULE: ZenaTech Insider Ownership Update: Dr. Shaun Passley

Dr. Shaun Passley and affiliated entities report a consolidated 86.5% beneficial ownership stake in ZenaTech, Inc. following recent equity grants and asset acquisitions.

Summary

• Dr. Shaun Passley, along with Epazz, Inc. and Ameritek Ventures, Inc., filed an amended Schedule 13D reporting a combined beneficial ownership of 287,828,839 shares.
• The reporting persons collectively hold 86.5% of the voting power of ZenaTech, Inc.
• The increase in holdings follows shareholder approval at the January 30, 2026, Special Meeting for a new CEO employment agreement and an asset acquisition from Epazz, Inc.
• The company issued 125,000 super-voting shares (1,000 votes each) and 11,500,000 preferred shares (convertible 3:1 to common) to Dr. Passley and Epazz, Inc. as consideration.
• Dr. Passley maintains effective control over the voting rights of all shares held by Epazz and Ameritek due to his 95% voting control in those entities.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral administrative update confirming the consolidation of control following previously approved corporate actions.

Positives

• Alignment of management interests with the company through significant equity-based compensation.
• Successful completion of asset acquisition from Epazz, Inc. to bolster company operations.
• Clear disclosure of complex cross-ownership structures and voting control.

Negatives

• High concentration of voting power (86.5%) in a single individual, Dr. Shaun Passley, which may limit minority shareholder influence.
• Potential for conflicts of interest given the related-party nature of the asset acquisition and employment agreements.

Risks

• Concentration of control risk where the interests of the controlling shareholder may not always align with those of minority shareholders.
• Dependence on Dr. Shaun Passley for strategic direction and operational management.
• Dilution risk for existing shareholders due to the conversion features of preferred shares and issuance of super-voting shares.

Future Outlook

The reporting persons state they acquired the shares for investment purposes and have no current plans or proposals that would result in major corporate changes beyond those already approved at the January 2026 Special Meeting.

Management Comments

• The reporting persons acquired the Issuer's common stock for investment purposes.

Industry Context

StockSavvy.ai notes that this filing reflects a common pattern in micro-cap technology firms where founders maintain super-voting control to ensure long-term strategic stability, though it often signals a lack of institutional oversight.

Comparison to Industry Standards

• The 86.5% voting control is significantly higher than the average for publicly traded companies, which typically feature more dispersed ownership.
• The use of super-voting shares is a mechanism often seen in founder-led tech companies to protect against hostile takeovers, similar to structures used by companies like Meta or Alphabet, albeit at a much smaller scale.

Corporate Governance

Related Party Transactions

• Acquisition of assets from Epazz, Inc., an entity controlled by the CEO, Dr. Shaun Passley.
• Issuance of equity grants to Dr. Shaun Passley under a new employment agreement.

Stakeholder Impact

• Minority shareholders face significant dilution and reduced voting influence.
• Creditors may view the consolidation of control as a sign of stability or potential governance risk.

Next Steps

• Ongoing monitoring of Dr. Passley's influence on ZenaTech's strategic direction.
• Potential future conversion of preferred shares into common stock.

Key Dates

Recommendation

The filing confirms existing control structures and previously approved corporate actions; it does not introduce new material information that would fundamentally alter the investment thesis for the company.

Keywords

ZenaTech, Schedule 13D, Shaun Passley, Epazz, Ameritek, Insider Ownership, Corporate Governance