ATVK 10-Q
Globaltek Ventures, Inc. (ATVK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
or
For the transition period from
Commission File No.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of November 14, 2024, the Company had
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.
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TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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| Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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3
AMERITEK VENTURES, INC.
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| As of |
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| December 31, |
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ASSETS |
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Current assets: |
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Cash | $ |
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Accounts receivable, net |
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Prepaid expense |
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Total current assets |
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Property and equipment, net |
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Long-term assets: |
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Commitment fees (lines of credit) |
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Investment in securities |
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Patent |
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Product development, net |
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Goodwill |
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Total long-term assets |
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Total assets | $ |
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LIABILITIES AND STOCKHOLDER’S EQUITY |
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Current liabilities: |
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Accounts payable | $ |
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Short-term advance from affiliate |
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Accrued interest and expenses |
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Deferred revenue |
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Short-term debt |
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Total current liabilities |
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Long-term liabilities: |
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Long term debts |
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Total liabilities |
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Stockholders' equity (deficit): |
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Preferred stock Series A, $ |
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Preferred stock Series B, $ |
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Preferred stock Series C, $ |
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Preferred stock Series D, $ |
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Preferred stock Series E, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity | $ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
For Bansal & Co., LLP |
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| For Ameritek Ventures, Inc. |
Chartered Accountants |
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| Approved on behalf of the Board of Directors |
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S.K. Bansal |
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| Shaun Passley |
Partner |
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| Director |
Date: |
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| Date: November 14, 2024 |
Place: New Delhi, India |
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| Place: Chicago, Illinois, United States of America |
4
AMERITEK VENTURES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Nine Months Ended
September 30, 2024 and September 30, 2023
(Unaudited)
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Revenue: | $ |
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General and administrative expenses: |
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Development and support |
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General and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating income/(loss) |
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Other income (expense): |
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Interest expense |
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Net income (loss): | $ |
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Net income (loss) per common share: |
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Basic | $ | ( | ) |
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Diluted | $ | ( | ) |
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Shares used in computing earnings per share |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
For Bansal & Co. LLP
Chartered Accountants
S K Bansal
Partner
Date:
Place: New Delhi, India
5
AMERITEK VENTURES, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the Nine Months Ended
September 30, 2024 and September 30, 2023
(Unaudited)
| Series A | Series B | Series C | Series D | Series E |
| Additional |
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| Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Paid-In | (Accumulated | Stockholder’s | ||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | |
Balance, December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $( | $ | ||||||
Net loss nine months ended September 30, 2023 | ( | ( | |||||||||||||
Balance, September 30, 2023 | $ | $ | $ | $ | $ | $ | $ | $( | $ | ||||||
Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $( | $ | ||||||
Debt conversion | $ | $( | $ | ||||||||||||
Net loss nine months ended, September 30, 2024 | $ | $ | |||||||||||||
Balance, September 30, 2024 | $ | $ | $ | $ | $ | $ | $ | $( | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
For Bansal & Co. LLP
Chartered Accountants
S K Bansal
Partner
Date:
Place: New Delhi, India
6
AMERITEK VENTURES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Nine Months Ended
September 30, 2024 and September 30, 2023
(Unaudited)
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Cash flows from operating activities: |
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Net income (loss) | $ |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization and depreciation |
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Amortization of LOC commitment fees |
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Decrease (increase) in assets: |
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Accounts receivable |
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Increase (decrease) in liabilities: |
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Accounts payable |
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Accrued interest |
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Deferred revenues |
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Short-term advance from affiliate |
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Net cash flow (used in)/ provided by operating activities |
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Cash flows from investing activities: |
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Purchase of equipment |
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Net cash flow (used in)/ provided by investing activities |
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Cash flows from financing activities: |
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Change in line of credit |
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Repayment of long-term debt |
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Net cash flow (used in)/provided by financing activities |
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Net increase (decrease) in cash |
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Cash – beginning of the year |
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Cash – end of the period | $ |
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Supplemental cash flow information |
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Cash paid for interest | $ |
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Non-cash investing and financing activities: |
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Conversion of debt to Class A common stock | $ |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
For Bansal & Co. LLP
Chartered Accountants
S K Bansal
Partner
Date:
Place: New Delhi, India
7
1.GENERAL ORGANIZATION AND BUSINESS
The Company was organized on
Ameritek is a group of companies that provides various world-class software and hardware products and services beneficial to businesses, organizations, and governments. We have an established presence in the warehouse solutions market. With Interactive Systems, Inc. we provide software inventory management and with interlinkONE, Inc. we provide SaaS cloud-based solutions for warehouse and inventory fulfillment. We manufacture and innovate advanced technological developments in the medical industry, such as the DittoMask high-filtration mask. We also develop blockchain technology software programs under WebBeeO and CordTell companies. Furthermore, Ameritek Ventures explores augmented reality technology with Augmum, Inc. Meanwhile, our vertical landing aircraft service from AeroPass, Inc. takes ZenaDrone technology to a higher level with members-only passenger first-class transport across cities. Ecker Capital, LLC is our merger and acquisition division. ESM Software, Inc. is a software technology provider specializing in developing business strategy management solutions. The Company also recently created a new business, Equock, Inc., with which Ameritek will develop an electric bicycle with a focus on the growing online delivery industry.
2.SUMMARY OF ACCOUNTING PRINCIPLES
Basis of Accounting
The financial statements and accompanying notes are prepared under accrual of accounting in accordance with generally accepted accounting principles of the United States of America ("US GAAP"). These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Long-lived Assets
The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized as equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.
Property and Equipment
Equipment is recorded at its acquisition cost, which includes the costs to bring the equipment to the condition and location for its intended use, and equipment is depreciated using the straight-line method over the estimated useful life of the related asset as follows:
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Computers and equipment |
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Leasehold improvements |
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Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.
Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the useful lives of the assets due to transfer of ownership after the lease term has expired.
Maintenance and repairs will be charged to expenses as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.
Property and equipment are evaluated for impairment whenever impairment indicators are prevalent. The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.
Fair Value of Financial Instruments
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company has debt instruments that require fair value measurement on a recurring basis.
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Intangible Assets and Intellectual Property
Intangible assets are amortized using the straight-line method over their estimated period of benefit of five to fifteen years. We evaluate the recoverability of intangible assets periodically and take into consideration events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization. No material impairments of intangible assets have been identified during any of the periods presented. The Company’s accumulated amortization expense on intangible assets totaled $108,740 for the nine months ended September 30, 2024, and $441,326 for the year ended December 31, 2023.
(a)Product Development
During the fourth quarter of 2022, certain historical accounts have been reclassified to comply with their treatment according to ASC. What was classified as goodwill in 2021 is classified as product development for 2022. Upon further consideration, discussion and review, the Company has reverted to its previous classification of goodwill, separating goodwill from product development during 2023. Goodwill is not being amortized.
(b)Patent
The Company has a US patent 9217598B2 for FlexFridge, a foldable refrigerator, acquired with the Bozki merger. The patent is not being amortized because we have not put it into production yet. However, we will amortize it when it goes into production.
Ameritek Ventures sold in the first quarter of 2022 a drone patent in exchange for 3,500,000 common shares per share Canadian to ZenaTech, Inc, a related party, at the exchange rate of 1.2691 $US to CAN$, as listed by https://www.poundsterlinglive.com/. Ameritek realized $661,887 revenue from this sale equally from the period January 1 through December 31, 2022.
Goodwill
The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit's carrying amount, including goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach, and the market approach, which utilizes comparable companies' data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.
The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company's evaluation of goodwill completed during the past periods resulted in no impairment losses for the year ended December 31, 2023.
Change in accounting policy for goodwill during financial statements made during fiscal year 2023
The Company acquired Interactive Systems, Inc. in May 2021. The cost of the acquisition in excess of net tangible assets was $775,761. Of this amount, $362,721 was associated with product development and amortized over a period of just under two years, which corresponds to the useful life of the asset. The remaining amount of $413,039 is associated with goodwill. Product development cost was determined based on the cost the Company would have incurred to develop the software acquired. Amortization expense was recorded correctly during the period since acquisition.
The Company incorrectly recorded the net product development cost as goodwill on the balance sheet and in the associated footnotes. Accordingly, goodwill on the balance sheet as of December 31, 2022 was reduced by $42,457 and product development cost was increased by a net amount of $42,457. The amount of the reclass as of December 31, 2022 included gross intangible of $362,721 and accumulated amortization of $320,264. Product development costs associated with this asset as of December 31, 2021 included gross intangible of $362,721 and accumulated amortization of $150,435, which is a net asset of $212,286.
During the fourth quarter of 2022, certain historical accounts have been reclassified to comply with their treatment according to ASC. What was classified as goodwill in 2021 is classified as product development for 2022. Upon further consideration, discussion and review, the Company has reversed its previous classification of goodwill, separating goodwill from product development. There was no change in the accounting treatment. The Company has made various acquisitions and mergers historically. In the years of acquisitions/mergers, the Company has treated excess consideration paid in acquisition as product development (intangible other than goodwill) or goodwill. Although the same treatment was applied under the account title ‘Goodwill’ until September 2022, but was treated as product development, an intangible other than goodwill. In December 2022, the Company changed the nomenclature of this account from goodwill to product development. The previous year's figures as of December 31, 2022 are for twelve months in the balance sheet and have not been reinstated for the adjustments for change in the accounting of goodwill and product development. This is because of the change in the adjustments as stated in the above paragraphs that have been carried out in the current year.
The Company changed its accounting policy of classification of excess amount paid in the various acquisitions and mergers from product development (intangible other than goodwill) to goodwill for the financial statements as of June 30, 2023 and revised the useful life of reclassified product development cost in case of Interactive Systems, Inc.
The Company went to its original classification of goodwill in 2023. It does notcurrently amortize goodwill.
There was no effect for the year ending December 31, 2023 due to going back to the original treatment period of goodwill.
Beneficial Conversion Features
From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants if related warrants have been granted.
The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.
9
Basic and Diluted Net Earnings per Share
Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Earnings per Share
The basic earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first year for any potentially dilutive debt or equity.
Dividends
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
Revenue Recognition
We account for revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.”
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are classified as deferred revenue on the balance sheet.
Our Company sells software with the following terms, twelve months, six months, three months and one month. Ameritek earns its revenue with the passage of time. Any unearned revenue is classified as deferred revenue. For each reporting period we prepare a schedule to separate the revenue earned from the deferred revenue and book the deferred amount. Deferred revenue are payments received from customers for products or services that have not been delivered yet. There are no costs associated with the deferred revenue since all the costs are incurred in day-to-day operations and through the passage of time.
Ameritek had $242,546 of outstanding performance obligations comprised of deferred revenue as of September 30, 2024. The Company expects to recognize approximately 25% in the fourth quarter of 2024, 25% in the first quarter of 2025, and the remaining thereafter. The amount transferred to revenue from deferred revenue during the first nine months of 2024 was $303,675.
Revenue Recognition
The Company designs and sells various software and maintenance programs to business enterprises including, among others, warehouse distribution to printing and battery manufacturing companies, and marketing services to financial services and insurance companies, printing, or advertising companies. Prior to shipment, each software product is tested extensively to meet Company specifications. The software is shipped fully functional via electronic delivery but requires some installation and setup.
Installation is a standard process, outlined in the owner's manual, consisting principally of setup, calibrating, and testing the software. A purchaser of the software could complete the process using the information in the owner's manual, although it would probably take significantly longer than it would take the Company’s technicians to perform the tasks. Although other vendors do not install the Company’s software, they do provide largely interchangeable installation services for a fee. Historically, the Company has never sold the software without installation. Most installations are performed by the Company within 7 to 24 days of shipment and are included in the overall sales price of the software. In addition, the customer must pay for support contracts and training packages, depending on their desired level of service. The Company is the only manufacturer of the software and it only sells software on a standalone basis directly to the end user.
The sales price of the arrangement consists of the software, installation, and training and support services, which the customer is obligated to pay in full upon delivery of the software. In addition, there are no general rights of return involved in these arrangements. Therefore, the software is accounted for as a separate unit of accounting.
The Company does not have vendor-specific objective evidence of selling price for the software because it does not sell the software separately (without installation services and support contracts). In addition, third-party evidence of selling price does not exist as no vendor separately sells the same or largely interchangeable software. Therefore, the Company uses its best estimate of selling price when allocating such arrangement consideration.
In estimating its selling price for the software, the Company considers the cost to produce the software, profit margin for similar arrangements, customer demand, effect of competitors on the Company’s software, and other market constraints. When applying the relative selling price method, the Company uses its best estimate of selling price for the software, and third-party evidence of selling price for the installation. Accordingly, without considering whether any portion of the amount allocable to the software is contingent upon delivery of the other items, the Company allocates the selling price to the software, support, and installation.
The Company doesn’t currently provide product warranties, but if it does in the future it will provide for specific product lines and accrue for estimated future warranty costs in the period in which the revenue is recognized.
Collection Policy
When all collections activities are exhausted and an account receivable is deemed uncollected, the company creates a reserve in the allowance for doubtful accounts. Based on management experience, which may involve obtaining a legal opinion on its collectability, the company will then write off the amount uncollectible by reducing the allowance for doubtful accounts.
Income Taxes
The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, ("ASC"), 740 (Income Taxes). This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting basis of certain assets and liabilities.
10
As required by ASC 740-10, "Income Taxes", the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.
Advertising
Advertising is expensed when incurred. Ameritek spent $7,162, and $7,165 on advertising for the nine months ended September 30, 2024, and 2023.
Recent Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying, and feel may be applicable.
Bansal & Co. LLP served as our principal independent public accountant for reporting fiscal year ended December 31, 2023.
3.FAIR VALUE OF FINANCIAL INSTRUMENTS
Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company does not have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 – Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The following schedules summarize the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of September 30, 2024 and December 31, 2023.
| Fair Value Measurements as of September 30, 2024 |
| |||||||
Level 1 |
| Level 2 |
| Level 3 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
ZenaTech securities | $ |
| $ |
| $ |
| |||
Total assets |
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
Short-term debt |
|
|
|
|
|
| |||
Long-term debt, including current portion |
|
|
|
|
|
| |||
Total liabilities | $ |
| $ | ( | ) | $ |
| ||
| Fair Value Measurements as of December 31, 2023 |
| |||||||
Level 1 |
| Level 2 |
| Level 3 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
ZenaTech securities | $ |
| $ |
| $ |
| |||
Total assets |
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
Short-term debt |
|
|
|
|
|
| |||
Long-term debt, including current portion |
|
|
|
|
|
| |||
Total liabilities | $ |
| $ | ( | ) | $ |
| ||
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the balance sheet periods ended September 30, 2024, and December 31, 2023.
11
4.PROPERTY AND EQUIPMENT
Property and equipment consisted of the following for the nine months ended September 30, 2024, and year ended December 31, 2023,
| September 30, 2024 |
|
| December 31, 2023 |
| |
Furniture and fixtures | $ |
| $ |
| ||
Computer and equipment |
|
|
|
| ||
Software |
|
|
|
| ||
Assets held under capital leases |
|
|
|
| ||
Total property and equipment |
|
|
|
| ||
Less: accumulated depreciation |
| ( | ) |
| ( | ) |
Net property and equipment | $ |
| $ |
|
Accumulated depreciation expenses totaled $
5.ACQUISITIONS
Interactive Systems, Inc. Acquisition
On May 14th, 2021, Ecker Capital, LLC, a subsidiary of the Company, purchased the outstanding stock of Interactive Systems, Inc. a Massachusetts corporation for $675,000 and paid $337,500 cash and issued a 6% amortizing two-year debt for $337,500. The 100% stock acquisition resulted in $
| May 2021 |
| |
Consideration paid: |
|
|
|
Total cost | $ | 675,000 |
|
Net assets acquired: |
|
|
|
Additional paid-in capital |
| (235,012 | ) |
Capital stock |
| (35,926 | ) |
Owners - fractional stock purchase |
| 88,902 |
|
Retained earnings at December 31, 2020 |
| 352,609 |
|
Treasury stock |
| 33,326 |
|
Retained earnings January 1, 2021 to May 14, 2021 |
| (103,138 | ) |
Total net assets acquired when purchasing Interactive Systems, Inc. |
| (100,761 | ) |
Consideration paid in excess of fair value (Goodwill) 1 | $ |
| |
(1) |
|
|
The Company’s outstanding balance was $14,958 payable to former owners of Interactive Systems, Inc. as of September 30, 2024.
The Company’s outstanding balance was $14,958 payable to former owners of Interactive Systems, Inc. as of December 31, 2023.
interlinkONE, Inc. Acquisition
Ecker Capital, LLC, a subsidiary of the Company, purchased the outstanding stock of interlinkONE, Inc., a Massachusetts corporation for $500,000 on October 1, 2021, and paid $250,000 cash and issued a 6% amortizing two-year debt for $250,000 with interest paid monthly. The 100% acquisition resulted in $
| October 2021 |
| |
Consideration paid: |
|
|
|
Total cost | $ | 500,000 |
|
Net assets acquired: |
|
|
|
Cash |
| (51,806 | ) |
Accounts receivable |
| (36,928 | ) |
Fixed assets - net |
| (5,798 | ) |
Lease deposits |
| (5,800 | ) |
Amex - CC |
| 9,353 |
|
Deferred revenue |
| 6,646 |
|
Accrued interest |
| 167 |
|
Note payable |
| 30,816 |
|
Total book value |
| (53,349 | ) |
Total net assets acquired when purchasing interlinkONE, Inc. |
| 446,651 |
|
Consideration paid in excess of the fair value (Product development) 1 | $ |
| |
(1) |
|
|
The consolidated financial statements include the transactions of its wholly owned subsidiaries – Interactive Systems Inc and interlinkONE Inc, incorporated in the Company’s books of accounts.
The Company’s outstanding balance was $11,080 payable to former owners of interlinkONE, Inc. as of September 30, 2024.
The Company’s outstanding balance was $11,080 payable to former owners of interlinkONE, Inc. as of December 31, 2023.
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6.PRODUCT DEVELOPMENT COSTS
| Total |
| Total | Total | Amortization | Amortization | Net |
| Costs | Additions | Total Costs | Amortization | 3 Mo. Period End. | 9-Months Ended | Book Value |
| 12/31/2023 | 2024 | 09/30/2024 | 12/31/2023 | 09/30/2024 | 09/30/2024 | 09/30/2024 |
Ameritek | $ | $ | $ | $ | $ | $ | $ |
interlinkONE | | | | | | ||
interlinkONE | | | | | |||
Total costs | $ | $ | $ | $ | $ | $ | $ |
See table below for 2023 goodwill activity.
| Total |
| Total | Beginning | Total |
| Amortization | Amortization | Net |
Costs | Transfer to goodwill | Total Costs | Book Value | Amortization | Transfer to goodwill | during | Year Ended | Book Value | |
| 12/31/2022 | 2023 | 12/31/2023 | 12/31/2022 | 12/31/2022 | 2023 | the year 2023 | 12/31/2023 | 12/31/2023 |
Ameritek | $ | $ | $ | $ | $ | $ | $ | $ | $ |
interlinkONE | |||||||||
Boski | |||||||||
Boski | |||||||||
VW Win | |||||||||
Interactive Systems | |||||||||
interlinkONE |
| | |||||||
Total | $ | $ | $ | $ | $ | $ | $ | $ | $ |
7.SHORT-TERM DEBT
Convertible Note 1, note $21,000 to Cloud Builder, Inc.
Ameritek paid the interest of $
The Company owed $
8.LOANS PAYABLE
Ameritek Ventures, Inc. has the following loan payable as of March 31, 2024 and December 31, 2023.
| September 30, |
| December 31, |
|
| 2024 |
| 2023 |
|
Bozki1 loan #1 (note 10) | $ |
| $ |
|
Bozki2 loan #2 (note 10) |
|
| ||
VW Win Epazz3 loan (note 10) |
|
| ||
SBA Reading Coop loan |
|
| ||
SBA Interactive Systems loan |
|
| ||
SBFC LLC loan |
|
| ||
Cloud Builder note |
|
| ||
Less: current portion |
|
| ||
Total promissory notes, less current portion | $ |
| $ |
|
1
2
3
13
Ameritek utilizes its available lines of credit with related parties (note 10) to justify the long-term classification of the current portion of third-party debt. As such the current portion of long-term debt of $54,849 is recorded as a long-term liability in the balance sheet as of September 30, 2024. The Company converted $55,280 accrued interest to long-term debt and recorded an accrued interest expense of $12,829 during the last three quarters entered September 3, 2024.
The current portion of long-term debt of $46,063 was recorded as a long-term liability in the balance sheet as of December 31, 2023. The Company recorded an accrued interest expense of $28,873 as of December 31, 2023.
The current portion of long-term debt of $46,063 is recorded as a long-term liability in the balance sheet as of December 31, 2023. The Company recorded an accrued interest expense of $547,204 as of December 31, 2023.
Assumption of $200,000 convertible note from Bozki merger
Ameritek merged with Bozki, Inc. on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
Assumption of $1,000,000 convertible note from Bozki merger and conversion to $500,000 convertible note
Ameritek merged with Bozki, Inc. on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
Assumption of $250,000 note from VW Win Century, Inc. (Previously registered as, FlexFridge, Inc. an Illinois corporation) merger
The Company merged with VW Win Century, Inc. (previously registered as FlexFridge, Inc., an Illinois Corporation) on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
Reading Coop loan for interlinkOne
The Company assumed
Ameritek paid off the remaining balance of $
Ameritek paid $
SBA loan of $500,000 for Interactive Systems
The Company applied for a Disaster loan to cover expenses and maintain the business during the period of Covid in March 2021. The Company received a $
Ameritek owed $535,145, including accrued interest of $52,679 and paid $
Ameritek had accrued interest of $
SBFC LLC loan for $51,779
Ameritek has a
14
Ameritek had a balance of $
Ameritek had a balance of $
Cloud Builder, Inc. promissory note
The
The Company and Cloud Builder, Inc. agreed to convert $32,480 of this debt into 29,000,000 class A common stock on January 31, 2024, see note 9.
The Company and Cloud Builder, Inc. agreed to convert $22,800 of this debt into 30,000,000 class A common stock on April 29, 2024, see note 9.
Ameritek paid off the remainder of $363,822 to Cloud Builder, Inc. during the quarter ended September 30, 2024. The total principal of the line of credit was $363,709 and the accrued interest of $
Ameritek had a balance of $
9.STOCKHOLDER’S EQUITY AND CONTRIBUTED CAPITAL
Series A Preferred Stock
The Company is authorized to issue
There were
There were
Series B Preferred Stock
The Company is authorized to issue
There were
There were
Series C Preferred Stock
The Company is authorized to issue
The Company issued 23,100,000 Preferred Stock C for commitment fees of $36,960 associated with fees related to the lines of credit, consistent with the terms of the agreement. These commitment fees are amortized over a five-year period. The amortization expense is included in the interest expense.
There were
There were
Series D Preferred Stock
The Company is authorized to issue
There were
There were
Series E Preferred Stock
15
The Company is authorized to issue
There were
There were
Common Stock
Ameritek has
There were
There were
16
10.RELATED PARTIES
We organized the related party transactions by total as of March 31, 2024 in the table below according to ASC 850. Readers should refer to the footnotes following the table for a detailed description of all related party transactions.
ASC 850 | Related Party | Relationship | Transaction type | Stock as of March 31, 2024 | Total dollars as of March 31, 2024 |
1 | |||||
2 | |||||
3 | |||||
4 | |||||
5 |
| ||||
6 |
| ||||
7 |
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8 | |||||
9 | |||||
10 | |||||
11 | |||||
12 | |||||
13 | |||||
14 | |||||
15 | |||||
16 | |||||
17 | |||||
18 |
1 –
2 –
Notes Payable
Assumption of $200,000 convertible note from Bozki merger
Ameritek merged with Bozki, Inc. on
The total amount due under the promissory note was $
17
discount rate. Ameritek Ventures’ common stock share price was $0.0009 on September 30, 2024 as quoted on the https://www.otcmarkets.com/.
The total amount due under the promissory note was $
Assumption of $1,000,000 convertible note from Bozki merger and conversion to $500,000 convertible note
Ameritek merged with Bozki, Inc. on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
Assumption of $250,000 note from VW Win Century, Inc. (Previously registered as, FlexFridge, Inc. an Illinois corporation) merger
The Company merged with VW Win Century, Inc. (previously registered as FlexFridge, Inc., an Illinois Corporation) on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
Management agreement with Epazz, Inc.
Ameritek entered into a management agreement with Epazz, Inc., a related party, with a minimum annual fee of $350,000 on November 12, 2020 in consideration for the services provided and to be provided. Epazz, Inc. is a company controlled by Shaun Passley, Ameritek Ventures’ Chief Executive Officer. As per the management services agreement between Ameritek and Epazz, Epazz shall charge a minimum annual fee of $350,000.
The development and support expenses included $
The $176,500 expenses consisted of
·Engineering services of $
·Software development fees of $
·Accounting of $
For the three quarters ended September 30, 2023, the development and support expenses included $207,000 charged by Epazz, Inc. The $207,000 expenses consisted of
·Accounting services of $25,550,
·Engineering services of $
·Software development fees of $
The Company had an accounts payable balance of $
Stock issuances
On
Other transactions
Epazz, Inc. had invoices totaling $317,793 during the nine months ended September 30, 2024.
Epazz, Inc. had invoices totaling $414,000 during 2023. The Company reclassified $697,359 advanced to Epazz, Inc. and ZenaTech, Inc. through Ameritek Ventures to offset this accounts payables balance. The total accounts payable balance after the offset was $
11.LEGAL PROCEEDINGS
18
1.INCOME TAXES
The Company accounts for income taxes at each calendar year-end under FASB Accounting Standard Codification ASC 740 "Income Taxes." ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each calendar year-end are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
The Company did not have any eligible net operating income (or loss) carry forwards as the Company has not filed the appropriate federal and state income tax returns so any accumulated net operating income (or loss) could be subject to the respective tax agency disallowance for the fiscal year ended 2023. Any actual net operating income would be limited by the accelerated depreciation and basis reduction of noncash assets acquired.
The Company did
2. SUBSEQUENT EVENTS
None.
19
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Company’s historical results of operations and liquidity and capital resources should be read in conjunction with the unaudited consolidated financial statements of the Company and notes thereto appearing elsewhere herein. The following discussion and analysis also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Forward Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2023.
Business Overview
The Company was organized on December 27, 2010, under the laws of the State of Nevada, as ATVROCKN. On June 20, 2017, the Company changed its corporate name to Ameritek Ventures, Inc (“Ameritek Ventures” or “Ameritek” or the “Company”)
Ameritek is a group of companies that provides various world-class software and hardware products and services beneficial to businesses, organizations, and governments. We have an established presence in the warehouse solutions market. With Interactive Systems, Inc. we provide software inventory management and with interlinkONE, Inc. we provide SaaS cloud-based solutions for warehouse and inventory fulfillment. We manufacture and innovate advanced technological developments in the medical industry, such as the DittoMask high filtration mask and FlexFridge portable medical use mini-fridge. We also develop blockchain technology software programs under WebBeeO and CordTell companies. Furthermore, Ameritek Ventures explores augmented reality technology with Passley, Inc., and Augmum, Inc. Meanwhile, our vertical landing aircraft service from AeroPass, Inc. takes ZenaDrone technology to a higher level with members-only passenger first-class transport across cities. Ecker Capital, LLC, is our merger and acquisition division. The Company also recently created a new business, Equock, Inc., with which the Company will develop an electric bicycle with a focus on the growing online delivery industry.
Business Strategy
Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes.
Critical Accounting Policies
Our significant accounting policies are more fully described in the notes to our financial statements included herein for the nine months ended September 30, 2024.
New and Recently Adopted Accounting Pronouncements
Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our condensed consolidated financial statements included herein for the nine months September 30, 2024.
Results of Operations
For the nine months ended September 30, 2024, and 2023
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations
For the quarter ended September 30, 2024
Ameritek had operating revenue of $275,458 for the quarter ended September 30, 2024, an increase of $89,121, or 48%, as compared to the same period in 2023. This increase in revenue was due to over $32,000 of programming revenue that happened in 2024 that the Company did not benefit from in 2023, as well as a transfer from deferred revenue of about $48,000 in 2024 as compared to 2023.
Total general and administrative expenses were $142,326, lower by 24% than for the same 2023 period expenses. Development and support expenses were lower by $7,751 or 7% in 2024 as compared to the first three quarters of 2023. General and administrative expenses were $34,484, lower by 52%, as compared to 2023. Depreciation and amortization expenses remained the same as last quarter. The effect of the change due to changing the goodwill classification back to goodwill from product development costs recorded as goodwill and described in detail in the financial statements footnote 2 ended during the first quarter of 2024.
Net operating income before other income was $133,132 for the third quarter of 2024, as compared to a net loss of $1,051 for the same period ended 2023, up by $134,183.
Interest expenses were up by 22% to $45,965 for the third quarter ended September 30, 2024, compared to $37,705 for the same period of 2023. This $8,260 increase due to the Company’s added interest from the SBA loan, which is now compounded into the principal.
Ameritek had net income for the period of $87,167 for the three months ended September 30, 2024 as compared to a net loss of $38,756 for the same 2023 period. The Company had a net income positive change of $125,923. This change was due to the factors explained above.
For the nine months ended September 30, 2024, and 2023
Ameritek had operating revenue of $678,300 for the nine months ended September 30, 2024, a decrease of $24,636, or 4%, as compared to the same 2023 period. This reduction in revenue was due to a decrease in programming revenue in 2024 the Company had in 2023.
The Company is now using the proprietary server from Epazz, Inc. and not loaning cloud space from third party vendors. As such the total operating expenses decreased from September 2023. Total general and administrative expenses were $439,951 for the first three quarters of 2024, a decrease of 35% or $232,866 as compared to expenses incurred during the same nine-month period in 2023. Development and support expenses being lower by $112,206 or 28% in 2024 since
20
Ameritek had less software and programming done than in 2023. General and administrative expenses decreased by 40% to $115,382 from $193,584 in the first three quarters of 2023. Depreciation and amortization expenses decreased by $42,458, or 58%, booked at $30,136 for the first nine months of 2024 from $72,593 in 2023.
Net operating income before other income was $238,349 for the nine months ended September 30, 2024 up by 691% from $30,119. This positive change was due to managing the Company’s costs.
Interest expense was up by 20% to $135,097 for the nine months September 30, 2024, compared to $112,715 during 2023, an increase of 20% due to the Company’s added interest from the SBA loan, which is now compounded into the principal.
Ameritek had an increase in net income of $185,448 for the nine months September 30, 2024 as compared to the same 2023 period. The Company had a net income of $103,252 during the first nine months of 2024 as compared to a net loss of $82,596 realized during the same period of 2023. This change was due to the factors explained above.
As a related party transaction, Epazz, Inc. had invoices totaling $317,793 during the nine months ended September 30, 2024.
Liquidity and Capital Resources
Cash Flow
The Company currently funds its operations, including working capital and capital expenditures, and acquisitions through cash, cash equivalents and short-term investments and financing activities as necessary. We expect that cash, cash equivalents and short-term investments, and other sources of liquidity, such as issuing equity or debt securities, subject to market conditions, will be available and sufficient to meet all foreseeable cash requirements. The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:
|
|
|
| Nine Months Ended | ||
|
|
|
| September 30, | ||
|
| Change ($) |
| 2024 |
| 2023 |
Cash flow (used in) provided by operating activities | $ | 153,118 | $ | 326,377 | $ | 173,259 |
Cash flow (used in) provided by investing activities | $ | – | $ | – | $ | – |
Cash flow (used in) provided by financing activities | $ | (163,146) | $ | (329,659) | $ | (166,513) |
Operating activities
Cash flow used in operating activities increased by $153,118 for the nine months ended September 30, 2024, as compared to the same period of 2023. Net operating income increased by $185,848. Accounts receivable decreased by $307,894 since there were fewer customers billed for custom projects during 2024 than during 2023. Accounts payables decreased by $270,021. Amortization and depreciation decreased by $42,459 in the first three quarters of 2024 compared to the same period of 2023, due to incorrectly showing goodwill as product development. Deferred revenue went up by $272,767 as more of it was converted to revenue.
Investing Activities
The Company did not have any investing activities during the nine months ended September 30, 2024, or 2023.
Financing Activities
Cash provided by financing activities decreased by $163,146 for the nine months ended September 30, 2024 as compared to the same 2023 period. Ameritek converted $43,200 interest to debt, had an increase of $243,613 of proceeds from short-term debt, and repaid $164,000 its long-term debt during the first three quarters of 2024; the Company had proceeds of $28,313 and paid $194,826 during the first three quarters of 2023.
Cash and Cash Equivalents
The Company had $2,336 in cash as of September 30, 2024, as compared with $7,497 as of September 30, 2023. Ameritek continues to rely on borrowings to finance its working capital needs.
Off Balance Sheet Arrangements
We do not have any significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Recent Accounting Pronouncements
Management did not contemplate any accounting standards and interpretations issued which are expected to have a material impact on the Company’s financial position, operations or cash flows during the nine months ended September 30, 2024 or for the year ended December 31, 2023.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
21
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Based on that evaluation, our management, including our President and CEO and CFO, concluded that our disclosure controls and procedures were not effective as of September 30, 2024 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.
Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:
| 1) | lack of a functioning audit committee resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and |
| 2) | inadequate segregation of duties consistent with control objectives. |
A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
During the nine months ended September 30, 2024 and for the year ended December 31, 2023 there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Based on that evaluation, our management, including our President and CEO and CFO, concluded that our disclosure controls and procedures were not effective as of September 30, 2024 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.
Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:
| 1) | lack of a functioning audit committee resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and |
| 2) | inadequate segregation of duties consistent with control objectives. |
A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
During the nine months ended September 30, 2024 and for the year ended December 31, 2023 there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as discussed below, we are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.
Meridian Pacific Holdings, LLC filed a lawsuit against certain directors, officers, affiliates, and the Company for breach of contract and fraud, in the Superior Court of the State of California, County of Los Angeles on May 6, 2019. The lawsuit alleges that certain officers of the Company misrepresented the business and asked for financing the business for approximately $1.6 million for operations from Meridian Pacific and never delivered the fiber optic assets promised. The judge in this case dismissed all claims against Ameritek Ventures, Inc. on October 19, 2023.
The Company filed a lawsuit in the Clark County, Nevada, court against Clinton L. Stokes, III, the former owner of the Company, to settle the matter of shares ownership and that of if the asset coming from Fiber Optic Assets was purchased free and clear of any encumberment from Meridian Financial Group, LLC on March 6, 2023. Meridian Financial Group, LLC has a claim on the assets in the business of fiber optics previously owned by Clinton L. Stokes III. This case is still pending. There is no trial date set as of the date of this filing. This litigation is not expected to have a material effect on the Company.
Item 1A. Risk Factors
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit Number |
| Name of Exhibit |
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH |
| Inline XBRL Taxonomy Extension Schema |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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(1) Filed herewith. In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERITEK VENTURE, INC. |
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Dated: November 14, 2024 | By: | /s/ Shaun Passley |
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| Shaun Passley, PhD |
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| Chief Executive Officer, CFO, Chairman |
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