Form SCHEDULE 13D/A ZenaTech, Inc. Filed by: Passley Shaun
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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ZenaTech, Inc. (Name of Issuer) |
Common Stock (Title of Class of Securities) |
(CUSIP Number) |
Dr. Shaun Passley 777 Hornby Street, Suite 1460, Vancouver, A1, V6Z 1S4 (647) 249-1622 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
03/17/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Dr. Shaun Passley | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
UNITED STATES
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
287,828,839.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
86.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
Comment for Type of Reporting Person:
Comprised of (i) 7,668,205 common shares, 5,120,000 preferred shares and 35,000 super-voting shares held by Dr. Passley, (ii) 10,867,301 common shares, 21,700,000 preferred shares and 145,000 super-voting shares held by Epazz, Inc. ("Epazz"), and (iii) 1,583,333 common shares, 750,000 preferred shares and 5,000 super-voting shares held by Ameritek Ventures Inc. ("Ameritek"). Each preferred share is convertible into three common shares. Each super-voting share carries 1,000 votes per share. The aggregate number of votes available at the Company, assuming the conversion of all preferred shares to common shares and the exercise of voting rights attached to such common shares and the exercise of voting rights attached to all super-voting shares, is 332,699,794.
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. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Epazz Inc | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
WYOMING
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
220,967,301.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
66.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Comprised of 10,867,301 common shares, 21,700,000 preferred shares and 145,000 super-voting shares held by Epazz. Each preferred share is convertible into three common shares. Each super-voting share carries 1,000 votes per share. The aggregate number of votes available at the Company, assuming the conversion of all preferred shares to common shares and the exercise of voting rights attached to such common shares and the exercise of voting rights attached to all super-voting shares, is 332,699,794.
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. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek.
SCHEDULE 13D
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| CUSIP No. |
| 1 |
Name of reporting person
Ameritek Ventures, Inc. | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b) | ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
NEVADA
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
8,333,333.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
2.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
Comment for Type of Reporting Person:
Comprised of 1,583,333 common shares, 750,000 preferred shares and 5,000 super-voting shares held by Ameritek. Each preferred share is convertible into three common shares. Each super-voting share carries 1,000 votes per share. The aggregate number of votes available at the Company, assuming the conversion of all preferred shares to common shares and the exercise of voting rights attached to such common shares and the exercise of voting rights attached to all super-voting shares, is 332,699,794.
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. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock | |
| (b) | Name of Issuer:
ZenaTech, Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
777 HORNBY STREET, SUITE 1460, VANCOUVER,
BRITISH COLUMBIA, CANADA
, V6Z 1S4. | |
Item 1 Comment:
This Schedule 13D relates to the common shares, preferred shares and super-voting shares of ZenaTech Inc., a British Columbia, Canada corporation (the "Issuer"). The principal executive offices of the Issuer are located at Suite 1460, 777 Hornby Street, Vancouver, British Columbia V6Z 1S4 Canada. | ||
| Item 2. | Identity and Background | |
| (a) | Shaun Passley | |
| (b) | 777 Hornby Street, Suite 1460
Vancouver, British Columbia
Canada V6Z 1S4 | |
| (c) | This statement on Schedule 13D is filed on behalf of Epazz, Inc. (Epazz) and Dr. Shaun Passley (collectively the Reporting Persons) subsequent to shareholder approval of (i) the issuance of equity grants to Dr. Passley under a new employment agreement between the Company and Dr. Passley (the New CEO Agreement) and (ii) the acquisition by the Company of certain assets from Epazz, as described in the Information Circular (the Information Circular) relating to the Special Meeting of Shareholders (the Special Meeting) of the Company held on January 30, 2026 (a copy of which was filed by the Company with the SEC under cover of Form 6-K dated January 12, 2026). Dr. Passley is the sole director and officer of Epazz and is its principal shareholder with 95% voting control of Epazz. Dr. Passley is also the sole director, officer, and principal shareholder of Ameritek, as Epazz is the principal shareholder of Ameritek with 95% voting control of Ameritek.
Epazz is organized under the laws of the State of Wyoming and its business address is 55 E. Jackson Blvd. Chicago, IL 60604. Epazz is in the business of developing technology. Dr. Passley is a USA citizen and is the sole director and officer of Epazz.
Dr. Passley's principal occupation is the CEO of the Issuer. | |
| (d) | During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. | |
| (e) | N/A | |
| (f) | U.S.A. | |
| Item 3. | Source and Amount of Funds or Other Consideration | |
Dr. Passley was issued super-voting shares and preferred shares by the Company pursuant to the New CEO Employment Agreement subsequent to receiving shareholder approval for the grants at the Special Meeting. Epazz was issued super-voting shares and preferred shares subsequent to receiving shareholder approval for the acquisition by the Company of certain assets from Epazz at the Special Meeting. See the Information Circular and Section 5(c) below for more information. | ||
| Item 4. | Purpose of Transaction | |
The Reporting Persons acquired 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. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | The beneficial holdings of Epazz, Ameritek and Dr. Passley in the Company are set forth in Exhibit B hereto. | |
| (b) | Dr. Passley is the sole director and officer of Epazz, and is its principal shareholder with 95% voting control of Epazz. Dr. Passley is a director, officer, and principal shareholder of Ameritek of which Epazz is the principal shareholder with 95% voting control of Ameritek. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek. | |
| (c) | As described in the Information Circular, at the Company's Special Meeting held January 30, 2026, the shareholders of the Company approved (i) the issuance of equity grants to Dr. Passley pursuant to the New CEO Agreement and (ii) the acquisition by the Company of certain assets from Epazz. In consideration for the assets acquired, the Company issued super-voting shares and preferred shares to Dr. Passley and Epazz. See Exhibit B hereto. | |
| (d) | See Exhibit B. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
None. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A: Joint Filing Agreement.
Exhibit B: List of Shareholders. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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ATTACHMENTS / EXHIBITS