10-K
Globaltek Ventures, Inc. (ATVK)
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K
(Mark One)
☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934
For the fiscal period ended December 31, 2025
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.
000-54739
| Ameritek Ventures, Inc. |
|---|
| (Name of small business issuer in its charter) |
| Nevada | 87-2380777 |
|---|
| (State or other jurisdiction of<br> <br>incorporation or organization) | (I.R.S. Employer<br> <br>Identification No.) |
111 W. Jackson Blvd.
Chicago, IL 60604
(Address of principal executive offices)
(312) 239-3574
(Issuer’s telephone number)
Securities registered pursuant to section 12(g) of the Act:
COMMON STOCK $0.001
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes ☐ No ☒
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes ☐ No ☒
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.
Yes ☒ No ☐
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).
Yes ☒ No ☐
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 | ☐ |
|---|
| Non-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 has fi led a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ☐ No ☒
The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter was $0.
As of December 31, 2025, the Company had 9,124,451 outstanding shares of its common stock, par value $0.001.
Special Note RegardingForward-Looking Statements
This Annual Reporton Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item7, of Part II of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and otherfactors that may cause our actual results, levels of activity, performance or achievements to be materially different from any futureresults, levels of activity, performance, or achievements expressed or implied by forward-looking statements.
In some cases, youcan 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 statementsthat contain these words carefully, because they discuss our expectations about our future operating results or our future financial conditionor state other “forward-looking” information. There may be events in the future that we are not able to accurately predictor control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this AnnualReport could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of theseevents, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe thatthe expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levelsof activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of thisAnnual Report to conform these statements to actual results.
Table
of Contents
| PART I | 1 |
|---|---|
| Item 1. Business. | 1 |
| Item 1A. Risk Factors. | 1 |
| Item 1B. Unresolved Staff Comments. | 1 |
| Item 2. Properties. | 1 |
| Item 3. Legal Proceedings. | 1 |
| Item 4. Mine Safety Disclosures. | 1 |
| PART II | 2 |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities. | 2 |
| Item 6. [Reserved] | 2 |
| Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations | 3 |
| Item 7A. Quantitative and Qualitative Disclosures About Market Risk. | 4 |
| Item 8. Financial Statements and Supplementary Data. | F-1 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. | 5 |
| Item 9A. Controls and Procedures. | 5 |
| Item 9B. Other Information. | 5 |
| Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections | 5 |
| PART III | 6 |
| Item 10. Directors, Executive Officers and Corporate Governance. | 6 |
| Item 11. Compensation. | 6 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters. | 7 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence. | 8 |
| Item 14. Principal Accountant Fees and Services. | 9 |
| PART IV | 10 |
| Item 15. Exhibit and Financial Statements Schedules. | 10 |
| Item 16. Form 10-K Summary | 10 |
i
PART I
Item 1. Business.
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”).
Until October 2024 Ameritek was a software company providing various products. On October 1, 2024, Ameritek sold Ecker Capital, LLC, the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc., to ZenaTech, Inc. On August 14, 2025, Ameritek acquired Galaxy Batteries, Inc. from Epazz, Inc. The Company’s current focus is on solid-state batteries (Galaxy Batteries, Inc.), adaptive manufacturing, robotic manufacturing, aerospace services (AeroPass, Inc.), and luxury corporate housing (Chicago Real Estate Partners, LLC). DittoMask, Inc. will continue operations until existing inventory is sold, after which the Company intends to divest the business. The Company also plans to sell CordTell, Inc. and WebBeeO, Inc. to an affiliate.
Ameritek Ventures acquired Galaxy Batteries, Inc. from Epazz, Inc. on August 14, 2025. The Company’s strategic focus is on solid-state batteries through Galaxy Batteries, Inc., adaptive manufacturing, robotic manufacturing, and aerospace services through AeroPass, Inc. Ameritek also formed Chicago Real Estate Partners, LLC to acquire undervalued luxury condominiums and rent them as furnished units to professionals and corporate executives. The Company began purchasing condos in Chicago during the third quarter of 2025 and plans to expand into other major cities to offer corporate housing. The Company continues to operate DittoMask, Inc., which manufactures the DittoMask high-filtration mask, until existing inventory has been sold, at which point the Company intends to sell the business. The Company also plans to sell CordTell, Inc. and WebBeeO, Inc. to an affiliate. The Company also plans to sell CordTell, Inc. and WebBeeO, Inc. to an affiliate.
Ameritek entered into a selling agreement with ZenaTech, Inc., a related party, to sell 100% of Ecker Capital, LLC membership shares on October 14, 2024 with an effective date of October 1, 2024. ZenaTech’s controlling stock interest is owned by Epazz, Inc. and Shaun Passley, PhD. ZenaTech, Inc. issued members 5,000 ZenaTech Super Voting Shares 1,583,333 ZenaTech Common Shares and 750,000 ZenaTech Preferred shares (notes 5 and 10). The fair value of the ZenaTech common stock was determined based on the market price quoted on Nasdaq. The closing price of ZenaTech common stock was $7.69 per share at the reporting date.
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 1B. Unresolved Staff Comments.
The Company is neither an accelerated filer nor a large accelerated filer, as defined in Rule 12b-2 of the Exchange Act (§240.12b-2 of this chapter), nor is it a well-known seasoned issuer as defined in Rule 405 of the Securities Act (§230.405 of this chapter), and as such is not required to provide the information required by this item.
Item 2. Properties.
Our principal executive offices are located at 111 W. Jackson Blvd., Chicago, IL 60604, which we lease for $375 per month on a month-to-month basis with a 30-day notice, provided if either party does not terminate the agreement within (30) days prior to the end of the initial term, the lease shall automatically renew for successive one (1) month periods on the same terms. We believe that our existing facilities are suitable and adequate to meet our current needs. We intend to add new facilities or expand existing facilities as we add employees, and we believe that suitable additional or substitute space will be available as needed to accommodate any such expansion of our operations. In the third quarter of 2025, the Company formed Chicago Real Estate Partners, LLC and began purchasing luxury condominiums in Chicago, Illinois, which it rents as furnished corporate housing units to professionals and corporate executives.
Item 3. 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.
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. There is a court date set for August 2026 to settle this lawsuit.
Item 4. Mine Safety Disclosures.
Not applicable.
1
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market Information
The Common Stock of the Company is currently trading on the Pink Sheets under the symbol “ATVK.” The following table sets forth the high and low bid prices relating to our common stock on a quarterly basis for the periods indicated. These quotations reflect inter-dealer prices without retail mark-up, mark-down, or commissions, and may not reflect actual transactions.
| Quarterly period | High | Low | ||
|---|---|---|---|---|
| Fiscal year ended December 31, 2025: | ||||
| First Quarter | $ | 1.62 | $ | 0.60 |
| Second Quarter | $ | 9.00 | $ | 0.84 |
| Third Quarter | $ | 9.60 | $ | 3.48 |
| Fourth Quarter | $ | 25.20 | $ | 7.20 |
| Fiscal year ended December 31, 2024: | ||||
| First Quarter | $ | 0.0048 | $ | 0.0011 |
| Second Quarter | $ | 0.0142 | $ | 0.0068 |
| Third Quarter | $ | 0.0056 | $ | 0.0011 |
| Fourth Quarter | $ | 0.0030 | $ | 0.0011 |
Note: On January 20, 2026 ATVK, Inc. (the “Company”) effected a 1-for-1200 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock. The Reverse Stock Split resulted in the automatic conversion of every 1,200 shares of the Company’s common stock into one (1) share of common stock, without any change to the par value per share. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s proportional ownership interest in the Company, except for minor adjustments resulting from the treatment of fractional shares.
No fractional shares were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole share / rounded down / paid in cash. The figures for 2025 above are after considering the reverse stock split.
Holders
As of December 31, 2025, there were 9,124,451 shares of common stock outstanding, which were held by approximately 112 record holders. In addition, there were 7,488,730 shares of our Series A Convertible Preferred Stock outstanding, which were held by one record holders, 10,000,000 shares of our Series B Convertible Preferred Stock outstanding, which were held by one record holder; 59,988,972 shares of our Series C Convertible Preferred Stock outstanding, which were held by six record holder; 9,083,630 shares of our Series D Convertible Preferred Stock outstanding, which were held by six record holder, and 23,000,000 shares of our Series E Convertible Preferred Stock outstanding, which were held by one record holder.
Dividends
Through December 31, 2025, except for dividends due on our Preferred Stock, we have never paid cash dividends on any of our capital stock and we currently intend to retain our future earnings, if any, to fund the development and growth of our business. We do not intend to pay cash dividends to holders of our common stock in the foreseeable future.
Recent Sales ofUnregistered Securities
During the year ended December 31, 2025, there were no sales by the Company (which have not been included in a Quarterly Report on Form 10Q or in a Current Report on Form 8-K) that were not registered under the Securities Act.
Securities authorizedfor issuance under equity compensation plans
Information about our equity compensation plans is incorporated herein by reference to Item 11 of Part III of this Annual Report on Form 10-K.
Item 6. [Reserved]
2
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
For the years ended December 31, 2025, and2024
Ameritek is transitioning its business model to being a real estate company and as such it had no revenue during 2025. The Company created Chicago Real Estate Partners, LLC and became a franchisee for a fitness center in Chicago during 2025. Ameritek had $678,300 software revenue during 2024.
Total operating expenses increased to $2,709,326 for 2025, from $458,968 in 2024, an increase of $2,250,358. The increase was due to two non-operating expenses, a stock compensation issuance of $477,722 and an impairment loss of $2,117,676. Ameritek had no development and support expenses during 2025 as it no longer has software operations, while it had $294,434 costs related to development during 2024. General and administrative expenses decreased to $95,874 from $132,398, a decrease of $36,524. Ameritek recorded this year an impairment loss of $2,117,676, and depreciation and amortization of$18,054 of which amortization of $8,000 was related to the intangible assets and related to the amortization of franchise fees of $4,125 during and $5,929 on real estate investments in 2025. The Company recorded $32,136 depreciation during 2024 of which $8,000 was recorded for amortization for intangible assets and $24,136 depreciation related to computers 2024.
Ameritek had an operating loss of $(2,709,326) during 2025 but had no revenue from the real estate business during 2025, an incipient business for the Company. Ameritek had an operating income of $219,332 for 2024 when it operated in the software business.
Other income or expenses during 2025 were affected by the following changes in revenues in expenses. The Company recorded an unrealized loss on investment in ZenaTech, Inc., a related party, of $(3,582,515) resulting from the change in fair value of ZenaTech securities, as compared to a gain of $13,461,645 recorded during 2024. Interest expenses, which decreased to $130,736 during 2025 from $162,083 in 2024. This $31,347 decrease was due to a reduction of interest paid during 2025 following the sale of Interactive Systems, which was sold with its loan These expenses were partially offset by other income of $38,185 representing reversal of accruals from 2024.
Ameritek had net loss of $6,384,392 during 2025, compared to net income of $13,518,894 during 2024. The decrease is primarily due to no operating revenue in 2025 and it is explained by the factors above.
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:
| Twelve months ended<br><br> December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2025 | 2024 | Change () | ||||||
| Cash flow (used in) provided by operating activities | $ | 516,601 | $ | 324,041 | ||||
| Cash flow (used in) provided by investing activities | $ | (505,742 | ) | $ | – | ) | ||
| Cash flow (used in) provided by financing activities | $ | (8,316 | ) | $ | (329,659 | ) | ) |
All values are in US Dollars.
3
Operating activities
Cash flow provided by operating activities had a total inflow of 516,601 for the year ended December 31, 2025, while for 2024 the cash inflow provided by operating activities was $324,041, a $192,560 increase. While the two periods cannot be compared since the Company was in two different business sectors during 2025 and 2024, here are some major changes for 2025. Ameritek posted a net loss of $6,384,392, partially offset by a change of $18,054 in amortization and depreciation. Other items affecting operations were stock-based compensation of $477,722, an unrealized loss on investment in ZenaTech securities of $3,582,515, a impairment loss of $2,117,676 and amortization of commitment fees of $27,720. Other items affecting operating cash flow were accounts payable of $37,887, accrued interest of $103,011 and short-term advance from affiliate of $574,593.
Cash flow provided by operating activities during 2024 were affected by a net income of $13,518,894 while partially offset by a gain on ZenaTech securities of $13,461,645 and by amortization and depreciation of $32,136 and accounts payable decrease of $286,591. Other items affecting operating cash flow were accrued interest of $106,836 and short-term advance from affiliate of $317,793.
Investing Activities
Ameritek invested in the purchase of a franchise for $82,500 and the purchase of real estate of $423,242 during 2025, since it is branching into real estate.
There were no investing activities during the year ending December 31, 2024.
Financing Activities
Cash outflow used by financing activities decreased by $321,343 for the year ended December 31, 2025. The decrease by $321,343 in financing activities is due to almost no activity during 2025, except for repayment of long-term debt of $8,316 as compared to proceeds from long-term debt of $296,155 and the repayment of long-term debt of $33,504 during 2024.
Cash and Cash Equivalents
The Company had $2,543 cash as of December 31, 2025 as compared with no cash as of December 31, 2024. 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
There were no 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 year ended December 31, 2024.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.
Furnish the information required by Item 305 of Regulation S-K (§ 229.305 of this chapter).
4
Item 8. Financial Statements and Supplementary Data.
Following are the financial statements of Ameritek Ventures, Inc. as of December 31, 2025, and December 31, 2024.
| Index to Financial Statements | |
|---|---|
| Report of the Independent Registered Public Accounting Firm | F-4 |
| Consolidated Balance Sheets as of December 31, 2025 and 2024 | F-6 |
| Consolidated Statements of Operations for the Years Ended December 31, 2025 and 2024 | F-7 |
| Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2025 and 2024 | F-8 |
| Consolidated Statements of Cash Flows for the Years Ended December 31, 2025 and 2024 | F-9 |
| Notes to Consolidated Financial Statements | F-10 |
F-1
AMERITEK VENTURES, INC.
Consolidated Financial Statements
Annual Report
For the Years Ending
December 31, 2025 and December 31, 2024
F-2
CURRENT INFORMATION REGARDING
AMERITEK VENTURES, INC.
The following information is furnished to assist with “due diligence” compliance. The information is furnished pursuant to Rule 15c2-11 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended: The items and attachments generally follow the format set forth in Rule 15c2-11.
F-3
| HEAD OFFICE: |
|---|
| A-6, Maharani Bagh |
| New Delhi- 110065 |
| Ph.: 011-41626471, 41626470 |
| Fax: 011-41328425 |
| E-mail: info@bansalco.com |
Report of Independent Registered Public Accounting Firm
To the shareholders and the Board of Directors of Ameritek Ventures Inc., Las Vegas, Nevada
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Ameritek Ventures Inc. (the ‘Company’) as of December 31, 2025 and December 31, 2024, and the related consolidated statements of operations, statement of accumulated deficit and stockholders’ equity, and cash flows for the years then ended and the related notes. In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2025 and 2024, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, as of December 31, 2025, the Company had cash of $2,543, current liabilities of $2,234,311, current assets of $2,543, and a working capital deficit of $2,231,768. The Company generated no operating revenue during the year ended December 31, 2025 and continues to rely on related-party financing and other external sources of liquidity to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
Management’s plans in regard to these matters are also described in the aforesaid Note 1. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities.
Basis for Opinion
These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.
| BRANCHES | ||
|---|---|---|
| Maharashtra | : | 7&8 GF, Wing-A, Raghavji Building, 15/17, Raghavji Road, Gowalia Tank, Mumbai-400026 |
| Madhya Pradesh | : | 114,<br> Shree Tower, 2^nd^ Floor, Zone-II, Bhopal (MP) Ph. 0755-4076725, 2769224, 2769225 |
| Chhatisgarh | : | 6/140 Next to Indra Setu Bridge, Tilaknagar, Chatapara, Bilaspur, Chhatisgarh, (Ch) – 495001 |
| Delhi | : | D-Block, 3rd Floor, Plot No 8, Balaji Estate, Guru Ravidas Marg, Kalkaji, New Delhi – 110019 |
F-4
| HEAD OFFICE: |
|---|
| A-6, Maharani Bagh |
| New Delhi- 110065 |
| Ph.: 011-41626471, 41626470 |
| Fax: 011-41328425 |
| E-mail: info@bansalco.com |
Critical Audit Matters
The critical audit matter (CAM) communicated below is a matter arising from the current-period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved especially challenging, subjective, or complex auditor judgment. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.
| CAM | Why this was a CAM | How the matter was addressed in the audit |
|---|---|---|
| Valuationand presentation of investment in ZenaTech, Inc. securities | The Company’s investment in ZenaTech, Inc. securities was material to the consolidated financial statements. As of December 31, 2025 investment in securities was reported at $10.47 million. The related loss on fair-value changes in investments was $ 3.58 million in 2025. The matter involved especially challenging, subjective, and complex auditor judgment because it involved multiple classes of securities received, required evaluation of the appropriate valuation methodology and fair value hierarchy classification, and affected both the balance sheet and statement of operations. | Our<br> audit procedures related to this matter included,<br> among others, testing management’s fair value measurements for the<br> various classes of ZenaTech securities, including evaluating the underlying valuation<br> support and the use of quoted market data and other observable inputs; assessing the<br> appropriateness of the fair value hierarchy classification; testing the mathematical accuracy of the recorded fair<br> value adjustments; evaluating the presentation of the related gains and losses in the consolidated statement of operations; and<br> evaluating the adequacy of the related disclosures in the notes to the consolidated financial statements. |
| Indra Bansal <br> Partner <br> Bansal & Co. LLP – PCAOB# 2807<br><br><br><br> <br>Date: April 14^th^, 2026<br>Place: New Delhi | ||
| --- |
We have served as the Company's auditor since 2021
| BRANCHES | ||
|---|---|---|
| Maharashtra | : | 7&8 GF, Wing-A, Raghavji Building, 15/17, Raghavji Road, Gowalia Tank, Mumbai-400026 |
| Madhya Pradesh | : | 114,<br> Shree Tower, 2^nd^ Floor, Zone-II, Bhopal (MP) Ph. 0755-4076725, 2769224, 2769225 |
| Chhatisgarh | : | 6/140 Next to Indra Setu Bridge, Tilaknagar, Chatapara, Bilaspur, Chhatisgarh, (Ch) – 495001 |
| Delhi | : | D-Block, 3rd Floor, Plot No 8, Balaji Estate, Guru Ravidas Marg, Kalkaji, New Delhi – 110019 |
F-5
AMERITEK VENTURES, INC.
CONSOLIDATED BALANCE SHEETS
| As of | ||||
|---|---|---|---|---|
| December 31, | ||||
| 2024 | ||||
| ASSETS | ||||
| Current assets: | ||||
| Cash | 2,543 | $ | – | |
| Total current assets | 2,543 | – | ||
| Long-term assets: | ||||
| Property and equipment, net | 417,313 | – | ||
| Franchise and Development rights, net | 78,375 | – | ||
| Commitment fees (lines of credit) | – | 27,720 | ||
| Investment in securities | 10,471,466 | 14,053,981 | ||
| Patent | – | 250,000 | ||
| Product development, net | – | 104,001 | ||
| Goodwill | – | 1,771,676 | ||
| Total<br> long-term assets | 10,967,154 | 16,207,378 | ||
| Total assets | 10,969,697 | $ | 16,207,378 | |
| LIABILITIES AND STOCKHOLDER’S EQUITY | ||||
| Current liabilities: | ||||
| Accounts payable | 516,051 | $ | 516,350 | |
| Accrued interest and expenses | 700,642 | 600,032 | ||
| Short-term debt | 125,232 | 21,000 | ||
| Short-term advance from affiliates | 892,386 | 317,793 | ||
| Total current liabilities | 2,234,311 | 1,455,175 | ||
| Long-term liabilities: | ||||
| Long term debts | 935,065 | 1,022,411 | ||
| Total long-term liabilities | 935,065 | 1,022,411 | ||
| Total liabilities | 3,169,376 | 2,477,586 | ||
| Stockholders’ equity (deficit): | ||||
| Preferred stock Series A, 0.01 par value, 10,000,000 shares authorized, 7,488,730 issued and outstanding, respectively | 74,887 | 74,887 | ||
| Preferred stock Series B, 0.01 par value, 10,000,000 shares authorized, 10,000,000 issued and outstanding, respectively | 100,000 | 100,000 | ||
| Preferred stock Series C, 0.01 par value, 60,000,000 shares authorized, 59,988,972 issued and outstanding, respectively | 599,890 | 599,890 | ||
| Preferred stock Series D, 0.01 par value, 10,000,000 shares authorized, 9,083,630 issued and outstanding, respectively | 90,836 | 90,836 | ||
| Preferred stock Series E, 0.01 par value, 23,000,000 shares authorized, 23,000,000 issued and outstanding, respectively | 230,000 | 230,000 | ||
| Common stock, 0.001 par value, 11,000,000,000 shares authorized, 9,124,451 issued and outstanding, respectively* | 9,124 | 511 | ||
| Additional paid in capital* | 38,940,342 | 1,494,033 | ||
| Common control Adjustment Account | (37,000,000 | ) | – | |
| Accumulated surplus | 4,755,242 | 11,139,635 | ||
| Total stockholders’ equity | 7,800,321 | 13,729,792 | ||
| Total liabilities and stockholders’ equity | 10,969,697 | $ | 16,207,378 |
All values are in US Dollars.
| * | Numbers have been adjusted to reflect the 1 for 1200 reverse stock split. (Refer Note 10) |
|---|
The accompanying notes are an integral part of these audited consolidated financial statements.
| For Bansal & Co., LLP | For Ameritek Ventures, Inc. |
|---|---|
| Chartered Accountants | Approved on behalf of the Board of Directors |
| /s/ Indra Bansal | /s/ Shaun Passley |
| Indra Bansal | Shaun Passley |
| Partner | Director |
| Date: April 14, 2026 | Date: April 14, 2026 |
| Place: New Delhi, India | Place: Chicago, Illinois, United States of America |
F-6
AMERITEK VENTURES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ended
December 31, 2025 and December 31, 2024
| For the Years Ending | ||||||
|---|---|---|---|---|---|---|
| December 31, | ||||||
| 2025 | 2024 | |||||
| Revenue: | $ | – | $ | 678,300 | ||
| General and administrative expenses: | ||||||
| Development and support | – | 294,434 | ||||
| General and administrative | 95,874 | 132,398 | ||||
| Depreciation and amortization | 18,054 | 32,136 | ||||
| Impairment Loss | 2,117,676 | – | ||||
| Stock-based compensation | 477,722 | – | ||||
| Total operating expenses | 2,709,326 | 458,968 | ||||
| Operating income/(loss) | (2,709,326 | ) | 219,332 | |||
| Other income (expense): | ||||||
| Interest expense –debt | (130,736 | ) | (162,083 | ) | ||
| Gain/(loss) on disposal and fair-value changes in investments | (3,582,515 | ) | 13,461,645 | |||
| Other income | 38,185 | – | ||||
| Net income (loss): | $ | (6,384,392 | ) | $ | 13,518,894 | |
| Net income (loss) per common share*: | ||||||
| Basic | $ | (1.90 | ) | $ | 27.82 | |
| Diluted | $ | (1.90 | ) | $ | 27.82 | |
| Weighted Average shares used in computing (Basic & Diluted) | 3,353,793 | 486,022 | ||||
| * | Numbers have been adjusted to reflect the 1 for 1200 reverse<br>stock split. (Refer Note 10) | |||||
| --- | --- |
The accompanying notes are an integral part of these audited consolidated financial statements.
| For Bansal & Co., LLP | For Ameritek Ventures, Inc. |
|---|---|
| Chartered Accountants | Approved on behalf of the Board of Directors |
| /s/ Indra Bansal | /s/ Shaun Passley |
| Indra Bansal | Shaun Passley |
| Partner | Director |
| Date: April 14, 2026 | Date: April 14, 2026 |
| Place: New Delhi, India | Place: Chicago, Illinois, United States of America |
F-7
AMERITEK VENTURES, INC.
CONSOLIDATED STATEMENT OF ACCUMULATED DEFICIT
AND STOCKHOLDERS’ EQUITY
For the Years Ended
December 31, 2025 and December 31, 2024
| Series A | Series B | Series C | Series D | Series E | Common | Additional | Common Control | Retained<br><br>Earnings | Total | ||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Pref Stock | Pref Stock | Pref Stock | Pref Stock | Pref Stock | Stock | Paid-In | adjustment | (Accumulated | Stockholder’s | ||||||||||||||||
| Amount | Amount | Amount | Amount | Amount | Amount* | Capital* | Account | Surplus) | Equity | ||||||||||||||||
| Balance, December 31, 2023 | $ | 74,887 | $ | 100,000 | $ | 599,890 | $ | 90,836 | $ | 230,000 | $ | 554,227 | $ | 885,037 | $ | - | $ | (2,379,259 | ) | $ | 155,618 | ||||
| Retroactive application of reverse stock split | (553,765 | ) | 553,765 | - | |||||||||||||||||||||
| Debt conversion | - | - | - | - | - | 49 | 55,231 | - | - | 55,280 | |||||||||||||||
| Net gain year ended, Dec 31, 2024 | - | - | - | - | - | - | - | - | 13,518,894 | 13,518,894 | |||||||||||||||
| Balance, December 31, 2024 | 74,887 | 100,000 | 599,890 | 90,836 | 230,000 | 511 | 1,494,033 | - | 11,139,635 | 13,729,792 | |||||||||||||||
| Stock issued for services to Epazz | - | - | - | - | - | 55 | 86,092 | - | - | 86,147 | |||||||||||||||
| Stock issued for services to CEO | - | - | - | - | - | 250 | 391,325 | - | - | 391,575 | |||||||||||||||
| Debt conversion | - | - | - | - | - | (25 | ) | (22,775 | ) | - | - | (22,800 | ) | ||||||||||||
| Stock issued for acquisition | - | - | - | - | - | 8,333 | 36,991,667 | (37,000,000 | ) | - | - | ||||||||||||||
| Net loss year ended, Dec 31, 2025 | - | - | - | - | - | - | - | - | (6,384,392 | ) | (6,384,392 | ) | |||||||||||||
| Balance, December 31, 2025 | $ | 74,887 | $ | 100,000 | $ | 599,890 | $ | 90,836 | $ | 230,000 | $ | 9,124 | $ | 38,940,342 | $ | (37,000,000 | ) | $ | 4,755,242 | $ | 7,800,321 |
| * | Numbers have been adjusted to reflect the 1 for 1200 reverse<br>stock split. (Refer Note 10) |
|---|
The
accompanying notes are an integral part of these consolidated financial statements.
| For Bansal & Co., LLP | For Ameritek Ventures, Inc. |
|---|---|
| Chartered Accountants | Approved on behalf of the Board of Directors |
| /s/ Indra Bansal | /s/ Shaun Passley |
| Indra Bansal | Shaun Passley |
| Partner | Director |
| Date: April 14, 2026 | Date: April 14, 2026 |
| Place: New Delhi, India | Place: Chicago, Illinois, United States of America |
F-8
AMERITEK VENTURES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ended
December 31, 2025 and December 31, 2024
| Year Ended | Year Ended | |||||
|---|---|---|---|---|---|---|
| December 31, | December 31, | |||||
| 2025 | 2024 | |||||
| Cash flows from operating activities: | ||||||
| Net income (loss) | $ | (6,384,392 | ) | $ | 13,518,894 | |
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||
| Amortization and depreciation | 18,054 | 32,136 | ||||
| Amortization of LOC commitment fees | 27,720 | 7,392 | ||||
| Impairment loss | 2,117,676 | – | ||||
| (Gain)/loss on disposal and fair value changes in investments | 3,582,515 | (13,461,645 | ) | |||
| Stock-based compensation | 477,722 | _ | ||||
| Other Income | (38,185 | ) | _ | |||
| Decrease (increase) in assets: | ||||||
| Accounts receivable | – | (3,834 | ) | |||
| Prepaid expenses | – | 1,519 | ||||
| Increase (decrease) in liabilities: | ||||||
| Accounts payable | 37,887 | (286,591 | ) | |||
| Accrued interest | 103,011 | 106,836 | ||||
| Deferred revenues | – | 91,541 | ||||
| Short-term advance from affiliate | 574,593 | 317,793 | ||||
| Net cash flow (used in)/ provided by operating activities | 516,601 | 324,041 | ||||
| Cash flows from investing activities: | ||||||
| Purchase of franchise and development rights | (82,500 | ) | – | |||
| Purchase of real estate | (423,242 | ) | – | |||
| Net cash flow (used in)/ provided by investing activities | (505,742 | ) | – | |||
| Cash flows from financing activities: | ||||||
| Proceeds of short-term debt | – | (296,155 | ) | |||
| Repayment of long-term debt | (8,316 | ) | (33,504 | ) | ||
| Net cash flow (used in)/provided by financing activities | (8,316 | ) | (329,659 | ) | ||
| Net increase (decrease) in cash | 2,543 | (5,618 | ) | |||
| Cash – beginning of the year | – | 5,618 | ||||
| Cash – end of the period | 2,543 | – | ||||
| Supplemental cash flow information | ||||||
| Cash paid for interest | – | 47,855 | ||||
| Cash divested in sale of Ecker Capital, Inc. | – | 7,334 |
The accompanying notesare an integral part of these audited consolidated financial statements.
| For Bansal & Co., LLP | For Ameritek Ventures, Inc. |
|---|---|
| Chartered Accountants | Approved on behalf of the Board of Directors |
| /s/ Indra Bansal | /s/ Shaun Passley |
| Indra Bansal | Shaun Passley |
| Partner | Director |
| Date: April 14, 2026 | Date: April 14, 2026 |
| Place: New Delhi, India | Place: Chicago, Illinois, United States of America |
F-9
| 1. | GENERAL ORGANIZATION AND BUSINESS |
|---|
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”).
Until October 2024 Ameritek was a software company providing various products. On October 1, 2024, Ameritek sold Ecker Capital, LLC, the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc., to ZenaTech, Inc. On August 14, 2025, Ameritek acquired Galaxy Batteries, Inc. from Epazz, Inc. The Company’s current focus is on solid-state batteries (Galaxy Batteries, Inc.), adaptive manufacturing, robotic manufacturing, aerospace services (AeroPass, Inc.), and luxury corporate housing (Chicago Real Estate Partners, LLC). The Common Stock is quoted on https://www.otcmarkets.com/ under ticker symbol ATVK with limited trading.
Ameritek acquired Galaxy Batteries, Inc. from Epazz, Inc., a related party, on August 14, 2025. Ameritek Ventures and Epazz, Inc have common control in Shaun Passley, PhD. The Company’s strategic focus is on solid-state batteries through Galaxy Batteries, Inc., adaptive manufacturing, robotic manufacturing, and aerospace services through AeroPass, Inc. Ameritek also formed Chicago Real Estate Partners, LLC to acquire undervalued luxury condominiums and rent them as furnished units to professionals and corporate executives. The Company began purchasing condos in Chicago during the third quarter of 2025 and plans to expand into other major cities to offer corporate housing.
Ameritek entered into a selling agreement with ZenaTech, Inc., a related party, to sell 100% of Ecker Capital, LLC membership shares on October 14, 2024 with an effective date of October 1, 2024. ZenaTech’s controlling stock interest is owned by Epazz, Inc. and Shaun Passley, PhD. ZenaTech, Inc. issued members 5,000 ZenaTech Super Voting Shares 1,583,333 ZenaTech Common Shares and 750,000 ZenaTech Preferred shares (notes 5 and 11). The fair value of the ZenaTech common stock was determined based on the market price quoted on Nasdaq.
Ecker Capital, LLC was the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc. Following the sale, the Company had no significant revenue-generating operations in 2024. In 2025, the Company acquired Galaxy Batteries, Inc. and formed Chicago Real Estate Partners, LLC to pursue its new strategic direction in solid-state batteries, manufacturing, aerospace services, and corporate housing.
Ameritek Ventures is the parent company of the following subsidiaries: AeroPass, Inc., an Indiana Corporation opened to serve the air taxi in the Midwest region, Augumum, Inc., an Indiana Corporation, Chicago Real Estate Partners, LLC, an Illinois Limited Liability CordTell, Inc., an Indiana Corporation, DittoMask, Inc., a Wyoming Corporation, Equock, Inc, an Indiana Corporation, and WeeBeeO, Inc., an Indiana Corporation.
Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of December 31, 2025, the Company had cash of $2,543, current liabilities of $2,234,311, current assets of $2,543, and a working capital deficit of $2,231,768. The Company generated no operating revenue during the year ended December 31, 2025 and continues to rely on related-party financing and other external sources of liquidity to fund operations. These conditions raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date these consolidated financial statements are issued.
Management’s plans to address these conditions include obtaining additional related-party or third-party financing, generating lease income from furnished corporate housing units, and reducing operating expenditures. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities.
F-10
| 2. | SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES |
|---|
Basis of Preparation
The consolidated 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”). In the opinion of management, the financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations, stockholders’ equity and cash flows for the periods presented.
Principles of consolidation
The consolidated financial statements include the accounts of Ameritek Ventures, Inc. and its wholly owned subsidiaries. There were no intercompany balances and transactions. The Company maintains a centralized accounting system in which the transactions of Ameritek Ventures, Inc. and its wholly owned subsidiaries are recorded. The consolidated entities at December 31, 2025 include Chicago Real Estate Partners, LLC, and AeroPass, Inc., an Indiana Corporation opened to serve the air taxi in the Midwest region, Augumum, Inc., an Indiana Corporation, CordTell, Inc., an Indiana Corporation, DittoMask, Inc., a Wyoming Corporation, Equock, Inc, an Indiana Corporation, and WeeBeeO, Inc., an Indiana Corporation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the balance-sheet date, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, the fair value of equity securities, valuation of stock-based compensation, useful lives and recoverability of long-lived and intangible assets, goodwill impairment, the valuation allowance on deferred tax assets, contingent liabilities, and the going-concern assessment. Actual results could differ materially from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, bank balances. Cash and cash equivalents are recorded at cost, which approximates fair value.
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 flow 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:
| Furniture and fixtures | 5 years |
|---|---|
| Computers and equipment | 3-5 years |
| Website development | 3 years |
| Real estate Investment | 27.5 years |
| Leasehold improvements | 5 years |
F-11
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.
Real estate held for investment and rental operations is stated at cost less accumulated depreciation and impairment, if any. Cost includes expenditures directly attributable to the acquisition and improvement of the properties. Ordinary repairs and maintenance are charged to expense as incurred; renewals and betterments that materially extend the useful life of the assets are capitalized. Buildings and improvements are depreciated on a straight-line basis over their estimated useful lives; land is not depreciated. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If such assets are considered impaired, the impairment recognized is the amount by which the carrying amount exceeds fair value. Properties meeting the held-for-sale criteria are reported at the lower of carrying amount or fair value less cost to sell, and depreciation ceases. Rental income is recognized in accordance with ASC 842.
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. The Company has a US Patent 9217598B2 for FlexFridge, a foldable refrigerator and product development costs both were fully impaired as of year end because, based on the Company’s current business plans, management determined that these assets are not expected to generate future economic benefits.
Franchise and development rights
The Company capitalizes amounts paid to acquire franchise and area development rights as finite-lived intangible assets when the payments represent the cost of obtaining identifiable contractual rights expected to provide future economic benefit. Franchise and development rights are recorded at cost and amortized on a straight-line basis over their estimated useful life of 10 years. The Company reviews these assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Costs related to pre-opening activities, and other start-up activities are expensed as incurred.
F-12
Goodwill
The Company evaluates the carrying value of goodwill 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 resulted in impairment losses for the year ended December 31, 2025.
The Company does not amortize goodwill.
Fair Value of FinancialInstruments
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.
Stock-based compensation
The Company accounts for share-based payment awards issued to employees and nonemployees based on the grant-date fair value of the awards or, if more readily determinable, the fair value of the goods or services received. Compensation cost is recognized over the requisite service period or at the date the goods or services are received, as applicable. Equity issuances to settle services provided by related parties are separately disclosed in the related-party note when material. During the year ended December 31, 2025, the Company issued 366,000,000 shares of common stock (equivalent to 305,000 shares post 1:1200 reverse stock split) to related parties for services rendered. The fair value of the shares was determined based on the market price of the Company’s common stock on the grant date.
Total stock-based compensation expense recognized during the year ended December 31, 2025 was $477,722.
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.
F-13
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.
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 sold software with the following terms, twelve months, six months, three months and one month. Ameritek earned its revenue with the passage of time. Any unearned revenue was classified as deferred revenue. For each reporting period we prepared a schedule to separate the revenue earned from the deferred revenue and booked 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.
We had no outstanding performance obligations comprised of deferred revenue as of December 31, 2025.
Revenue Recognition
The Company currently has no revenue but plans to earn its revenue from luxury furnished rental units through Chicago Real Estate Partners, LLC, which acquires undervalued condominiums in major cities and offers them as corporate housing.
Collection Policy
When all collections of 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.
Investment in Securities
The Company accounts for investments in securities in accordance with ASC 321. Equity securities with readily determinable fair values are measured at fair value with changes in fair value recognized in earnings.
Ameritek entered into a selling agreement with ZenaTech, Inc., a related party, to sell 100% of Ecker Capital, LLC membership shares on October 14,2024, with an effective date of October 1, 2024. ZenaTech’s controlling stock interest is owned by Epazz, Inc. and Shaun Passley, PhD. ZenaTech, Inc. issued members 5,000 ZenaTech Super Voting Shares, 1,583,333 ZenaTech Common Shares and 750,000 ZenaTech Preferred shares (notes 5 and 11). Ecker Capital, LLC is the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc. The fair value of the ZenaTech common stock was determined based on the market price quoted on Nasdaq.
As of December 31, 2025, the Company held investments in ZenaTech, Inc. The fair value of these investments amounted to $10,471,466. During the year ended December 31, 2025, the Company recorded a loss of $3,582,515 related to changes in the fair value of investments, which is included in the consolidated statement of operations.
F-14
As of December 31, 2025, a significant portion of the Company’s assets consisted of the investment in ZenaTech, Inc., Accordingly, the Company’s financial position and results of operations are significantly affected by changes in the market price and financial condition of that investee.
Income Taxes
The Company accounts for income taxes using the asset-and-liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance when, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authority. Interest and penalties related to uncertain tax positions are recognized as a component of income tax expense.
Advertising
Advertising is expensed when incurred. Ameritek did not spend any dollars during 2025 on advertising for the twelve months ended December 31, 2025, and spent and $40,467 the year ended December 31, 2024.
Segment Information
Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its sole Director. The Company has determined it has one operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). The Company does not believe that any such pronouncements, if currently adopted, would have a material impact on its consolidated financial statements. The Company is currently evaluating the impact of recently issued accounting standards, including those related to segment reporting and income tax disclosures, and will adopt such standards as applicable when they become effective.
Bansal & Co. LLP served as our principal independent public accountant for reporting fiscal year ended December 31, 2025.
| 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.
F-15
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 in the balance sheets as of December 31, 2025 and December 31, 2024.
| Fair Value Measurements as of<br><br><br> December 31, 2025 | ||||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | ||||
| Assets | ||||||
| Investment in securities | $ | 5,066,666 | $ | 5,404,800 | $ | – |
| Total assets | 5,066,666 | 5,404,800 | – | |||
| Liabilities | ||||||
| Short-term debt | – | – | 125,232 | |||
| Short-term advance from affiliate | 892,386 | |||||
| Long-term debt | – | – | 935,064 | |||
| Total liabilities | $ | – | $ | – | $ | 1,952,683 |
Ameritek sold Ecker Capital, LLC to ZenaTech, Inc., a related party, on October 1, 2024. As a result of this sale, Ameritek owns an investment in ZenaTech, Inc. as of December 31, 2025, Ameritek owned:
1,583,333 common shares of ZenaTech stock.
5,000 super voting shares of ZenaTech stock and,
750,000 preferred shares of ZenaTech stock.
For a detailed description of the sale, please refer to notes 5, Divestitures, and note 11, Related Parties.
| Fair Value Measurements as of<br><br> December 31, 2024 | ||||||
|---|---|---|---|---|---|---|
| Level 1 | Level 2 | Level 3 | ||||
| Assets | ||||||
| Commitment fees – lines of credit | $ | – | $ | – | $ | 27,720 |
| Investment in securities | 12,175,831 | 1,878,150 | – | |||
| Total assets | 12,175,831 | 1,878,150 | 27,720 | |||
| Liabilities | ||||||
| Short-term debt | – | 21,000 | ||||
| Short-term advance from affiliate | – | 317,793 | ||||
| Long-term debt | – | 1,022,411 | ||||
| Total liabilities | $ | – | $ | – | $ | 1,361,204 |
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the balance sheet periods as of December 31, 2025, and December 31, 2024. Accounts payable and accrued interest are being carried at amortized costs which approximate to their fair values.
F-16
| 4. | PROPERTY AND EQUIPMENT |
|---|
Property and equipment consisted of the following for the year ended December 31, 2025, and 2024.
| December 31,<br><br> 2025 | December 31,<br><br> 2024 | ||||
|---|---|---|---|---|---|
| Furniture and fixtures | $ | – | $ | – | |
| Computer and equipment | – | – | |||
| Software | – | – | |||
| Real Estate Investment* | 423,242 | ||||
| Total property and equipment | 423,242 | – | |||
| Less: accumulated depreciation | (5,929 | ) | – | ||
| Net property and equipment | $ | 417,313 | $ | – | |
| * | Through Chicago Real Estate Partners, LLC, Ameritek purchased<br>luxury condominiums in Chicago, Illinois and intends to rent them as furnished corporate housing units. Real estate held for investment<br>and rental operations consisted of luxury condominiums USD 423,242. Accumulated depreciation was $5929 at December 31, 2025, and depreciation<br>expense was $ 5,929 for 2025. | ||||
| --- | --- |
Ameritek did not have any fixed assets as of December 31, 2024. The assets held as of December 31, 2024, were sold with Ecker Capital to ZenaTech during the last quarter of 2024.
| 5. | ACQUISITIONS & DIVESTITURES |
|---|
Acquisition of Galaxy Batteries, Inc. Under common control
On August 14, 2025, Ameritek Ventures, Inc. (the “Company”) acquired 100% of the outstanding equity interests of Galaxy Batteries, Inc. from Epazz, Inc., a related party and controlling shareholder of the Company, in exchange for 10,000,000,000 shares of the Company’s common stock (equivalent to 8,333,334 shares post 1:1200 reverse stock split). Because the entities were under common control both before and after the transaction, the acquisition was accounted for as a transaction between entities under common control in accordance with ASC 805-50. Accordingly, the assets acquired and liabilities assumed were recorded at their historical carrying amounts as reflected in the accounts of the transferring entity or the common parent.
At the date of transfer, Galaxy Batteries, Inc. did not have recorded assets or liabilities. Accordingly, no net assets were recognized by the Company in connection with the transaction.
The issuance of the Company’s common stock was recorded within stockholders’ equity, including common stock at par value and the related additional paid-in capital, with the offset reflected as a common control reserve within equity. No goodwill, intangible assets, or fair value step-up were recognized as a result of this transaction.
An independent valuation of Galaxy Batteries, Inc. was obtained in connection with the transaction; however, that valuation did not affect the accounting treatment of the transaction under U.S. GAAP.
Sale of Ecker Capital, LLC
Ameritek Ventures, Inc. entered into an acquisition agreement with ZenaTech, Inc. to sell Ecker Capital, LLC (“Ecker”) on October 14, 2024, with an effective date of October 1, 2024. Ecker Capital, LLC is a subsidiary of Ameritek Ventures, Inc.
In consideration of the purchase of Ecker, ZenaTech issued to Ameritek the following shares:
-5,000 Super Voting Shares
-1,583,333 Common Shares and
-750,000 Preferred Shares
Epazz is the principal shareholder of Ameritek with more than 90% voting control of Ameritek. Shaun Passley, PhD is the sole director and the CEO of Ameritek and the Managing Director of Ecker. Since Shaun Passley, PhD is also the Chief Executive Officer, a director and a stockholder of ZenaTech he is considered a related party to Ecker, Ameritek and ZenaTech and, therefore, Ecker and Ameritek are considered “related parties” to ZenaTech, and the acquisition of Ecker by ZenaTech constituted a related party transaction.
F-17
Ecker is located at 602 W 5^th^ Avenue, Suite B, Naperville, Illinois and is the software developer for warehouse products. This purchase was a benefit to ZenaDrone for its IQ drone series. Ecker is a parent holding company of Interactive Systems, Inc., interlinkONE, Inc, and ESM Software, Inc., three software technology companies.
The following table describes the Sale of Ecker Capital, Inc. as of October 1, 2024.
| Assets | ||
| Cash | ||
| Accounts receivable | ||
| Less Liabilities | ||
| Accounts payable | ) | |
| Deferred revenue | ) | |
| SBA Loan – Interactive Systems, Inc. | ) | |
| SBFS LLC Loan | ) | |
| Net Assets (Liabilities) | ) |
All values are in US Dollars.
Gain on disposal and fair value changes in investment, net represents the the gain recognized upon deconsolidation of the Company’s former subsidiary in connection with the stock-for-stock exchange with Zenatech Inc., measured based on the fair value of the Zenatech shares received on the transaction date, and subsequent unrealized gains and losses arising from changes in the fair value of the Zenatech shares through the reporting dates.
The ZenaTech stock is measured at fair value, with subsequent changes in fair value recognized in net income in accordance with U.S. GAAP. The transaction was with a related party.
| 6. | PRODUCT DEVELOPMENT COSTS |
|---|
Product Development
See product development activity described in the table below, as of December 31, 2025.
| Basis | Additions | Accumulated<br><br>Amortization | Beginning<br><br>Book Value | Amortization<br><br>12 Mo.<br><br> Period End. | Total<br><br>Amortization | Net<br><br>Book Value | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/2024 | 12/31/2025 | 12/31/2024 | 12/31/2024 | 12/31/2025 | 12/31/2025 | 12/31/2025 | |||||||||
| Ameritek | $ | 120,000 | $ | – | $ | 16,000 | $ | 104,000 | $ | 8,000 | $ | 24,000 | $ | 96,000 | |
| Less: Impairment | – | – | – | – | – | – | $ | (96,000 | ) | ||||||
| InterlinkONE - retired | – | – | – | – | – | – | – | ||||||||
| Interactive Systems - retired | – | – | – | – | – | – | – | ||||||||
| Total costs | $ | 120,000 | $ | – | $ | 16,000 | $ | 104,000 | $ | 8,000 | $ | 24,000 | $ | – |
Ameritek retired product development from Interactive Systems and interlink ONE during 2024 with the sale of Ecker Capital, LLC to ZenaTech, Inc.
See product development activity described in the table below, as of December 31, 2024.
| Basis | Additions | Accumulated<br><br> Amortization | Beginning<br><br> Book Value | Amortization<br><br> 12 Mo. Period End. | Total<br><br> Amortization | Net<br><br> Book Value | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 12/31/2023 | 12/31/2024 | 2023 | 12/31/2024 | 12/31/2024 | 12/31/2024 | 12/31/2024 | ||||||||
| Ameritek | $ | 120,000 | $ | – | $ | 8,000 | $ | 112,000 | $ | 8,000 | $ | 16,000 | $ | 104,000 |
| Less:<br> Impairment | – | – | – | – | – | – | – | |||||||
| InterlinkONE<br> - retired | – | – | – | – | – | – | – | |||||||
| Interactive<br> Systems - retired | – | – | – | – | – | – | – | |||||||
| Total<br> costs | $ | 120,000 | $ | – | $ | 8,000 | $ | 112,000 | $ | 8,000 | $ | 16,000 | $ | 104,000 |
F-18
| 7. | Franchise and development rights |
|---|
On July 3, 2025, Shaun Passley entered into an Area Development Agreement with Anytime Fitness Franchisor LLC for the development of three fitness centers in Chicago, Illinois and on the same date assigned all of his rights, title, and interest in the agreement to the Company. Under the agreement, the development fee is nonrefundable, fully earned at signing, and relates to the area development rights rather than to any individual franchise agreement. Management has determined that the franchise and development rights have an estimated useful life of 10 years and, accordingly, the asset is amortized on a straight-line basis over that period. At December 31, 2025, franchise and development rights were recorded at $78,375, net of accumulated amortization of $4,125. Amortization expense for the year ended December 31, 2025 was $4,125. The Company evaluates the asset for impairment whenever indicators of impairment are present, including failure to meet development milestones or changes in the expected future benefit from the related rights.
| 8. | Goodwill |
|---|
Goodwill was $1,771,676 as of December 31, 2024 and nil as of December 31, 2025
Goodwill activity is described in the table below, as of December 31, 2025 and 2024:
| Particular | 2025() | 2024() | **** |
|---|---|---|---|
| Beginning balance | |||
| Additions | |||
| Disposals / retirements | ) | ||
| Impairment | |||
| Ending balance |
All values are in US Dollars.
During the year ended December 31, 2025, management identified indicators of impairment, including the cessation of operations relating to software services, the Company’s transition into new business lines, and the absence of operating revenue during the year. Accordingly, the Company performed a goodwill impairment assessment in accordance with ASC 350, Intangibles — Goodwill and Other.
Based on the impairment assessment performed, management determined that the carrying amount of goodwill was not fully recoverable. Accordingly, the Company recognized a goodwill impairment loss of $1,771,676 for the year ended December 31, 2025, which has been recorded in the consolidated statement of operations. After recognition of the impairment loss, the remaining goodwill balance as of December 31, 2025 amounted to $ Nil.
During 2024, the Company sold Ecker Capital, LLC to ZenaTech, Inc. As part of that transaction, the goodwill associated with Interactive Systems, Inc. was derecognized. Accordingly, goodwill decreased from $2,184,715 as of December 31, 2023 to $1,771,676 as of December 31, 2024.
| 9. | DEBT |
|---|
Debt consisted of the following as of December 31, 2025 and December 31, 2024:
| Particulars | **** | 2024() | **** |
|---|---|---|---|
| Related-party note payable – Epazz, Inc. (200,000 note) | |||
| Related-party note payable – Epazz, Inc. (1,000,000 note) | |||
| Related-party note payable – Epazz, Inc. (250,000 note) | |||
| Cloud Builder, Inc. promissory note | |||
| Advocate CPA, Inc. demand note | |||
| Gross debt obligations | |||
| Less: current portion | ) | ) | |
| Long-term debt, net of current portion |
All values are in US Dollars.
Certain debt obligations are due to Epazz, Inc., a related party. Epazz, Inc. owns the Company’s voting stock, and Shaun Passley, PhD is the majority owner of Epazz, Inc.’s voting stock and President of the Company. These notes were assumed in prior business combinations and remain outstanding as of December 31, 2025.
F-19
The significant terms of debt outstanding are as follows:
Related-party note payable – Epazz, Inc. ($200,000 note)
This note bears interest at 8% per annum and matures on January 1, 2028. The outstanding principal balance was $200,000 as of December 31, 2025 and December 31, 2024. Accrued interest related to this note totaled $127,982 and $111,982 as of December 31, 2025 and 2024, respectively.
Related-party note payable – Epazz, Inc. ($1,000,000 note)
This note bears interest at 8% per annum. The outstanding principal balance was $564,094 as of December 31, 2025 and $572,411 as of December 31, 2024. Accrued interest related to this note totaled $196,528 and $150,735 as of December 31, 2025 and 2024, respectively. Based on the agreed repayment schedule, installment payments commenced in December 2025, and the note is expected to be fully amortized by August 2030.
Related-party note payable – Epazz, Inc. ($250,000 note)
This note bears interest at 15% per annum and matures on January 1, 2028. The outstanding principal balance was $250,000 as of December 31, 2025 and December 31, 2024. Accrued interest related to this note totaled $374,500 and $337,000 as of December 31, 2025 and 2024, respectively.
Cloud Builder, Inc. promissory note
The outstanding balance of this note was $25,203 as of December 31, 2025.
Advocate CPA, Inc. demand note
The Company has a $21,000 demand note payable to Advocate CPA, Inc. bearing interest at 6% per annum. The outstanding balance was $21,000 as of December 31, 2025 and December 31, 2024.
The Company was in compliance with the terms of its debt agreements as of December 31, 2025 and 2024.
| 10. | STOCKHOLDER’S EQUITY AND CONTRIBUTED CAPITAL |
|---|
Series A Preferred Stock
The Company is authorized to issue 10,000,000 shares of $0.01 par value New Series A Preferred Stock. Liquidation Preference is equal to $0.01 per share. Series A Preferred Stock has no voting rights. Series A Preferred Stock shall be entitled to receive dividends once the Company has generated net income of over $2 million based on the Corporation’s audited statement of operations and additional dividends accrue at 24% of net income after the Company generates annual net income in excess of $2.0 million. At any time and from time-to-time after the issuance of the Series A Preferred Stock, any holder may convert any or all of the shares of Series A Preferred Stock held by such holder in an amount equal to 60% of the Company’s issued and outstanding common stock. However, the beneficial owner of such Series A Preferred Stock cannot convert their Series A Preferred stock where they will beneficially own in excess of 9.99% of the shares of the Common Stock. Series A Preferred Stock Holders waived off dividend for 2024.
There were 10,000,000 Preferred Stock Series A shares authorized, 7,488,730 issued and outstanding as of December 31, 2025 and December 31, 2024.
Series B Preferred Stock
The Company is authorized to issue 10,000,000 shares of Series B Voting Preferred Shares, par value $0.01 per share. Series B Voting Preferred Shares are not entitled to dividends and have no liquidation rights. Holders are entitled to receive notice of shareholder meetings and to vote on shareholder matters, with each share carrying voting power equal to 10,000 votes of common stock.
There were 10,000,000 Preferred Stock Series B shares authorized, 10,000,000 issued and outstanding as of December 31, 2025 and as of December 31, 2024.
F-20
Series C Preferred Stock
The Company is authorized to issue 60,000,000 shares of Series C Preferred Shares. Series C Preferred Shares are convertible into common stock at the option of the holder at a rate of three shares of common stock for each share of Series C Preferred Shares, subject to a 9.99% beneficial ownership limitation. Series C Preferred Shares generally have no voting rights.
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 60,000,000 Preferred Stock Series C shares authorized, 59,988,972 issued and outstanding as of December 31, 2025 and as of December 31, 2024.
Series D Preferred Stock
The Company is authorized to issue 10,000,000 shares of Series D Preferred Stock, par value $0.01 per share. Series D Preferred Stock has a liquidation preference of $0.01 per share and generally has no voting rights. Dividends accrue quarterly in arrears at 1.5% of quarterly revenues after the Company generates annual revenue in excess of $1.0 million, and additional dividends accrue at 6% of net income after the Company generates annual net income in excess of $2.0 million. Dividends may be paid in cash or common stock, at the Company’s option, and continue to accrue until paid. The shares are convertible into common stock at the option of the holder in an amount equal to 10% of the Company’s issued and outstanding common stock, provided that all outstanding Series D Preferred Stock must be converted at the same time, and subject to a 9.99% beneficial ownership limitation, except for duly appointed officers and directors. Series D Preferred Stock Holders waived off dividend for 2024.
There were 10,000,000 Preferred Stock Series D shares authorized, 9,083,630 issued and outstanding as of December 31, 2025 and as of December 31, 2024.
Series E Preferred Stock
The Company is authorized to issue 23,000,000 shares of Series E Preferred Stock, par value $0.01 per share. Series E Preferred Stock has a liquidation preference of $0.01 per share and generally has no voting rights. Dividends accrue quarterly in arrears at 1.5% of quarterly revenues after the Company generates annual revenue in excess of $1.0 million, and additional dividends accrue at 6% of net income after the Company generates annual net income in excess of $2.0 million. Dividends may be paid in cash or common stock, at the Company’s option, and continue to accrue until paid. The shares are convertible into common stock at the option of the holder in an amount equal to 15% of the Company’s issued and outstanding common stock, provided that all outstanding Series E Preferred Stock must be converted at the same time. Series E Preferred Stock Holders waived off dividend for 2024.
There were 23,000,000 Preferred Stock Series E shares authorized, 23,000,000 issued and outstanding as of December 31, 2025 and 2024.
Common Stock
Ameritek had 11,000,000,000 (previous year 950,000,000) authorized shares of $0.001 par value Common Stock with cusip number 03078H. The Common Stock is quoted on https://www.otcmarkets.com/ under ticker symbol ATVK with limited trading. On December 31, 2025 the common stock share price closed at $0.01797 (equivalent to $21.56 post 1:1200 reverse stock split) per share and the Company had approximately 112 shareholders.
Ameritek issued 66,000,000 shares of Common Stock at $0.0013 per share (equivalent to 55,000 shares of common stock at $1.566 per share post 1:1200 reverse stock split) for management fees to Epazz, Inc., consistent with the terms of the agreement on January 29, 2025 (note 11).
Ameritek issued 300,000,000 shares of Common Stock at $0.0013 per share (equivalent to 250,000 shares of common stock at $1.566 per share post 1:1200 reverse stock split) for stock compensation agreement to Shaun Passley, PhD, consistent with the terms of the agreement on January 29, 2025 (note 11).
Ameritek cancelled 30,000,000 shares of Common Stock at $0.0008 per share (equivalent to 25,000 shares of common stock at $0.912 per share post 1:1200 reverse stock split) for issuance of stock against debt to Cloud Builder, Inc. on April 1, 2025.
F-21
Ameritek issued 10,000,000,000 shares (equivalent to 8,333,334 shares post 1:1200 reverse stock split) of Common Stock for purchasing of Galaxy Batteries, Inc. into class A common stock, consistent with the terms of the agreement on August 14, 2025 (note 5).
Ameritek issued 29,000,000 shares (equivalent to 24,167 shares post 1:1200 reverse stock split) of Common Stock for debt conversion to Cloud Builder, Inc. into class A common stock, consistent with the terms of the agreement on March 14, 2024 (note 9).
There were 11,000,000,000 shares of common stock authorized, 10,949,226,791 (equivalent to 9,124,451 shares post 1:1200 reverse stock split) issued and outstanding as of December 31, 2025
There were 950,000,000 shares of common stock authorized, 613,226,791 (equivalent to 511,086 shares post 1:1200 reverse stock split) issued and outstanding as of December 31, 2024.
Reverse Stock Split
On January 20, 2026, the Company effected a 1-for-1,200 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding common stock. The Reverse Stock Split resulted in the automatic conversion of every 1,200 shares of the Company’s common stock into one share of common stock, without any change to the par value per share. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s proportional ownership interest in the Company, except for the treatment of fractional shares. No fractional shares were issued in connection with the Reverse Stock Split, and fractional interests were rounded up to the nearest whole share. The Company has retroactively adjusted all common share and per-share amounts presented in these consolidated financial statements, including basic and diluted earnings (loss) per share and weighted-average common shares outstanding, to reflect the Reverse Stock Split for all periods presented. The Reverse Stock Split did not change the total number of authorized shares of common stock.
| 11. | RELATED PARTIES |
|---|
We organized the related party transactions in the table below according to ASC 850 by total as of December 31, 2025.
The Company has entered into transactions with related parties in the ordinary course of business. Epazz, Inc. owns more than 90% of the Company’s voting stock. Shaun Passley, PhD, the Company’s Chairman of the Board, Secretary, President, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, is the majority owner of Epazz, Inc.’s voting stock. Accordingly, transactions with Epazz, Inc., certain family members of Shaun Passley, PhD, and affiliated entities are considered related-party transactions.
As of December 31, 2025 and December 31, 2024, balances with related parties consisted of the following:
| Related party | Nature of balance | 2025() | 2024() |
|---|
| Epazz, Inc. | Notes payable – principal | | |
| Epazz, Inc. | Accrued interest payable on related-party debt | | |
| Epazz, Inc. | Accounts payable | | |
| Epazz, Inc. | Short-term advance / affiliate payable / management services payable | | |
| ZenaTech Inc. | Short-term advance / affiliate payable | | |
All values are in US Dollars.
During the years ended December 31, 2025 and December 31, 2024, the Company had the following material related-party transactions:
| Related party | Nature of transaction | 2025() | 2024() |
|---|
| Epazz, Inc. | Management services / development and support expense recognized in the statement of operations in 2024 | | |
| Epazz, Inc. | Interest expense on related-party debt recognized in the statement of operations | | |
| Epazz, Inc. | 66,000,000 Common stock issued under management services agreement in 2025 (equivalent to 55,000 shares of common stock post 1:1200 reverse stock split) | | |
| Shaun Passley, PhD | 300,000,000 Common stock issued under stock compensation agreement in 2025 (equivalent to 250,000 shares of common stock post 1:1200 reverse stock split) | | |
| Epazz Inc. | 10,000,000,000 Common stock issued for transfer of Galaxy Batteries (equivalent to 8,333,334 shares of common stock post 1:1200 reverse stock split) | | |
All values are in US Dollars.
F-22
As of December 31, 2025, related parties held the following equity interests in the Company:
| Related party | Relationship | Security | 2025 Number of stock* | 2024 Number of stock* |
|---|
| Shaun Passley, PhD | Chairman of the Board, Secretary, President, CEO, CFO and COO | Common stock | | 315,916 | | 65,916 |
| Shaun Passley, PhD | Chairman of the Board, Secretary, President, CEO, CFO and COO | Series C preferred stock | | 2,000,000 | | 2,000,000 |
| Epazz, Inc. | Owner of over 90% voting stock | Common stock | | 8,430,000 | | 41,667 |
| Shaun Passley, PhD | Chairman of the Board, Secretary, President, CEO, CFO and COO | Series E preferred stock | | 23,000,000 | | 23,000,000 |
| Shaun Passley, PhD | Chairman of the Board, Secretary, President, CEO, CFO and COO | Series A preferred stock | | 7,488,730 | | 7,488,730 |
| Epazz, Inc. | Owner of over 90% voting stock | Series B preferred stock | | 10,000,000 | | 10,000,000 |
| GG Mars Capital, Inc. | Affiliated entity; President is Vivienne Passley, a family member of Shaun Passley, PhD | Common stock | | 15,087 | | 15,087 |
| GG Mars Capital, Inc. | Affiliated entity; President is Vivienne Passley, a family member of Shaun Passley, PhD | Series C preferred stock | | 22,159,336 | | 22,159,336 |
| Vivienne Passley | Family member of Shaun Passley, PhD | Common stock | | 1 | | 1 |
| Star Financial Corporation | Affiliated entity; President is Fay Passley, a family member of Shaun Passley, PhD | Common stock | | 15,089 | | 15,089 |
| Star Financial Corporation | Affiliated entity; President is Fay Passley, a family member of Shaun Passley, PhD | Series C preferred stock | | 22,236,666 | | 22,236,666 |
| Fay Passley | Family member of Shaun Passley, PhD | Common stock | | 1 | | 1 |
| Craig Passley | Family member of Shaun Passley, PhD | Common stock | | 1 | | 1 |
| Craig Passley | Family member of Shaun Passley, PhD | Series C preferred stock | | 4,800,000 | | 4,800,000 |
| Olga Passley | Family member of Shaun Passley, PhD | Common stock | | 1 | | 1 |
| Lloyd Passley | Family member of Shaun Passley, PhD | Common stock | | 1 | | 1 |
| Star Financial Corporation | Affiliated entity; President is Fay Passley, a family member of Shaun Passley, PhD | Series D preferred stock | | 3,904,350 | | 3,904,350 |
| Vivienne Passley | Family member of Shaun Passley, PhD | Series D preferred stock | | 5,000 | | 5,000 |
| Fay Passley | Family member of Shaun Passley, PhD | Series D preferred stock | | 4,900 | | 4,900 |
| Craig Passley | Family member of Shaun Passley, PhD | Series D preferred stock | | 1,043,580 | | 1,043,580 |
| GG Mars Capital, Inc. | Affiliated entity; President is Vivienne Passley, a family member of Shaun Passley, PhD | Series D preferred stock | | 3,887,540 | | 3,887,540 | | * | Numbers have been adjusted to reflect the 1 for 1200 reverse<br>stock split. (Refer Note 10) | | --- | --- |
F-23
On January 15, 2025, the Company entered into a Stock Compensation Agreement with Shaun Passley, PhD, pursuant to which the Company agreed to issue 300,000,000 (equivalent to 250,000 shares of restricted common stock post 1:1200 reverse stock split) shares of restricted common stock to Mr. Passley as compensation for services rendered and to be rendered during the fiscal year ending December 31, 2025. The shares were valued for an aggregate compensation value of $391,575. The agreement states that the shares were issued in lieu of cash salary to preserve the Company’s cash resources. Mr. Passley serves as Chairman of the Board, President and Chief Executive Officer of the Company, and the transaction is therefore a related party transaction under ASC 850.
On January 15, 2025, the Company entered into a Management Services Agreement with Epazz, Inc., a related party, for infrastructure management, salary and personnel administration, accounting and bookkeeping support, corporate administration, and strategic planning services through December 31, 2025. The Company issued 66,000,000 shares of restricted common stock (equivalent to 55,000 shares of restricted common stock post 1:1200 reverse stock split) to Epazz, Inc. for an aggregate value of $86,147.
The Company has also disclosed related-party transactions with ZenaTech, Inc., an affiliated entity. Ameritek Ventures, Inc. entered into an acquisition agreement with ZenaTech, Inc. to sell Ecker Capital, LLC (“Ecker”) on October 14, 2024, with an effective date of October 1, 2024. Ecker Capital, LLC is a subsidiary of Ameritek Ventures, Inc.
In consideration of the purchase of Ecker, ZenaTech issued to Ameritek the following shares:
-5,000 Super Voting Shares
-1,583,333 Common Shares and
-750,000 Preferred Shares
The Company is dependent on related-party financing and operational support from Epazz, Inc. and affiliated entities. As of December 31, 2025, a substantial portion of the Company’s liabilities consisted of amounts due to related parties. The Company’s ability to fund operations is dependent on continued support from these related parties.
Except as disclosed above, management determined that no other material-related-party balances or transactions required separate disclosure in these financial statements.
| 12. | Basic & Diluted Earnings Per Share |
|---|
The following table presents the calculation of basic and diluted earnings per share:
| Year Ended December 31,<br><br> 2025 | Year Ended December 31, <br><br>2024 | ||||
|---|---|---|---|---|---|
| Net income (loss) attributable to common shareholders | (6,384,392 | ) | 13,518,894 | ||
| Weighted average shares outstanding — Basic | 3,353,793 | 486,022 | |||
| Basic earnings (loss) per share | (1.90 | ) | 27.82 | ||
| Weighted average shares outstanding — Diluted | 3,353,793 | 486,022 | |||
| Diluted earnings (loss) per share | (1.90 | ) | 27.82 |
The number of shares used for the calculation of basic and diluted earning per share for current year and previous year have been calculated after giving retrospective effect to the reverse stock split which resulted in the automatic conversion of every 1,200 shares of the Company’s common stock into one (1) share of common stock. (Refer Note 10)
F-24
| 13. | CONTINGENT LIABILTIES & CAPITAL COMMITMENTS |
|---|
As of December 31, 2025, Ameritek Ventures, Inc. is involved in the following legal proceedings.
Meridian Pacific Holdings, LLC filed a lawsuit related to financing for fiber optic assets $1.6 million, but all claims against the Company were dismissed in October 2023. However, Meridian Pacific has asserted a creditor claim for approximately $396,350 in a custodianship proceeding in Nevada, which remains unresolved. In a separate matter, the Company is seeking the cancellation of approximately 19,770,000 shares issued to Clinton L. Stokes in 2017, along with 71,429 shares issued to Meridian Pacific, due to lack of valid consideration. Additionally, Meridian Pacific and Clinton L. Stokes have filed derivative claims against the Company. The management believes that the outcome of these litigations would not have any material impact on the financial statements. These matters are disclosed as contingent liabilities in accordance with US GAAP (ASC 450 - Contingencies), with the trial for these cases scheduled for June 2026.
The Company had no capital commitments outstanding as on December 31, 2025.
| 14. | INCOME TAXES |
|---|
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities and are measured using enacted tax rates expected to apply in the periods in which those temporary differences are expected to reverse. The Company recognizes the benefit of uncertain tax positions only when such positions are more likely than not to be sustained upon examination by the relevant taxing authorities. Interest and penalties related to uncertain tax positions, if any, are recognized as a component of income tax expense.
The Company did not pay any income taxes during those years. The Company reported taxable losses on its 2025 and 2024 federal income tax returns and had net operating loss carryforwards of approximately $2,840,392 and $1,064,325, respectively, as of December 31, 2025 and 2024.
The Company has not recognized a net deferred tax asset related to its net operating loss carryforwards and other deductible temporary differences because, based on the weight of available evidence, management has concluded that it is not more likely than not that such deferred tax assets will be realized. Accordingly, a full valuation allowance would be required against any deferred tax assets arising from such items.
The Company’s investment in ZenaTech, Inc. includes unrealized gains recognized in the financial statements. Based on management’s assessment and the stated intent of the controlling shareholder, the realization of such unrealized gains is not expected in the foreseeable future. Accordingly, management has concluded that no deferred tax liability has been recognized with respect to such unrealized gains as of December 31, 2025. This assessment involves significant judgment, and any change in management’s intent or future disposition plans may result in recognition of deferred tax liabilities in future periods. Management believes there were no uncertain tax positions requiring recognition or disclosure as of December 31, 2025 and 2024.
| 15. | SUBSEQUENT EVENTS |
|---|
On January 20, 2026 the Company effected a 1-for-1200 reverse stock split (the “Reverse Stock Split”) of its issued and outstanding shares of common stock. The Reverse Stock Split resulted in the automatic conversion of every 1,200 shares of the Company’s common stock into one (1) share of common stock, without any change to the par value per share. The Reverse Stock Split affected all stockholders uniformly and did not alter any stockholder’s proportional ownership interest in the Company. No fractional shares were issued in connection with the Reverse Stock Split. Fractional shares were rounded up to the nearest whole share.
F-25
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. Controls and Procedures.
Evaluation of DisclosureControls and Procedures
We have performed an evaluation under the supervision and with the participation of our management, including our President, and 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 December 31, 2025. 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 December 31, 2025 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 for the entire fiscal year resulting in ineffective oversight in<br>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.
Management’s AnnualReport on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Changes in InternalControl over Financial Reporting
None.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Not applicable.
5
PART III
Item 10. Directors, Executive Officers and Corporate Governance.
The names, ages, and positions of the Company’s present executive officers and directors are set forth in the following table:
| Name | Age | Position |
|---|---|---|
| Shaun Passley, PhD | 47 | Chairman of the Board and Chief Executive Officer, Chief Financial Officer, President, Sole Director |
Shaun Passley, PhD
Dr. Shaun Passley has served as the Chairman and CEO of the Company since November 2020. Dr. Shaun Passley turned around the Company bringing major assets and revenue. Dr. Shaun Passley holds numerous masters degrees from DePaul University, Benedictine University, and Northwestern University and has a PhD in Business Administration. In addition to founding ZenaTech, Inc, a software technology company, he is also chairman & CEO of Epazz, Inc. – an enterprise-wide cloud software company.
Item 11. Compensation.
The following table sets forth the compensation paid to our Chief Executive Officer, Chief Financial Officer and those executive officers during the last two fiscal years ended December 31, 2025 and 2024 (collectively, the “Named Executive Officers”):
Summary CompensationTable
| Name and Principal Position | Year | Salary<br> () | Stock<br> Awards<br> () | Total<br> () |
|---|---|---|---|---|
| Shaun Passley, PhD, | 2025 | |||
| Chief Executive Officer, Chairman of the Board | 2024 |
All values are in US Dollars.
6
Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters.
The following table sets forth information as of December 31, 2025, as to each person or group who is known to us to be the beneficial owner of more than 5% of our outstanding voting securities and as to the security and percentage ownership of each of our executive officers and directors and of all of our officers and directors as a group. There are no voting rights assigned to a natural person as of the date of this Form 10. The beneficial owner of the Preferred stock Series A, C, D and E cannot convert their stock where they own more than 9.99% of Common Stock shares.
Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Shares of common stock that are currently exercisable or convertible within 60 days of April 8, 2026, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the address of each stockholder is c/o Ameritek Ventures, Inc. at 111 W. Jackson Blvd., Chicago, IL 60604.
| TITLE OF CLASS | NAME OF BENEFICIAL OWNER AND POSITION | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | NUMBER OF VOTES | PERCENT OF CLASS BEFORE CONVERSION (more than 5%) | **** | PERCENT OF CLASS AFTER CONVERSION (more than 5%) | **** | ||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock | Shaun Passley, PhD | 315,917 | 315,917 | 3.46 | % | 3.46 | % | ||||
| Common Stock | Epazz, Inc.^1^ | 8,300,001 | 8,300,001 | 91.89 | % | 91.79 | % | ||||
| Common Stock | Star Financial Corporation^2^ | 15,090 | 15,090 | 0.17 | % | 0.17 | % | ||||
| Common Stock | GG Mars Capital, Inc.^3^ | 15,088 | 15,088 | 0.17 | % | 0.17 | % | ||||
| Preferred A | Shaun Passley, PhD | 7,488,730 | 0 | 100 | % | 100 | % | ||||
| Preferred B | Epazz, Inc. | 10,000,000 | 10,000,000 | 100 | % | 100 | % | ||||
| Preferred C | Star Financial Corporation | 22,236,666 | 0 | 37.07 | % | 37.07 | % | ||||
| Preferred C | GG Mars Capital, Inc. | 22,159,336 | 0 | 36.94 | % | 36.94 | % | ||||
| Preferred C | Cloud Builder, Inc. | 7,700,000 | 0 | 12.84 | % | 12.84 | % | ||||
| Preferred C | Shaun Passley, PhD | 2,000,000 | 0 | 3.33 | % | 3.33 | % | ||||
| Preferred C | Craig Passley^4^ | 4,800,000 | 0 | 8.00 | % | 8.00 | % | ||||
| Preferred D | Star Financial Corporation | 3,904,350 | 0 | 42.98 | % | 42.98 | % | ||||
| Preferred D | GG Mars Capital, Inc. | 3,887,540 | 0 | 42.80 | % | 42.80 | % | ||||
| Preferred D | Craig Passley | 1,043,850 | 0 | 11.49 | % | 11.49 | % | ||||
| Preferred E | Shaun Passley, PhD^5^ | 23,000,000 | 0 | 100 | % | 100 | % |
^^
| ^1^ | Out of 9,124,541 common shares, |
|---|---|
| ^1^ | Shaun Passley, PhD is the majority shareholder of Epazz, Inc.<br>and together with Epazz, controls a majority of the voting securities of the Company. |
| --- | --- |
| ^2^ | Star Financial Corporation is owned by Fay Passley, a family<br>member of Shaun Passley, PhD. |
| --- | --- |
| ^3^ | GG Mars Capital, Inc. is owned by Vivienne Passley, a family<br>member of Shaun Passley, PhD. |
| --- | --- |
| ^4^ | Craig Passley is Shaun Passley’s sibling. |
| --- | --- |
| ^5^ | Shaun Passley, PhD disclaims beneficial ownership of any securities<br>of the Company owned or controlled by any of his family members, whether directly or indirectly, as investment and voting power in those<br>securities rests with those family members. None of the family members of Dr. Passley reside in the same home as Dr. Passley. In addition,<br>Dr. Passley and his family members or companies controlled by them, directly or indirectly, do not constitute a group as defined in Section<br>13(d)(3) of the Exchange Act as none of them are acting together for the purposes of acquiring, holding or disposing of securities of<br>the Company. |
| --- | --- |
The number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of December 23, 2024, through the exercise of any stock option or other right. See “Description of Securities” for more information.
7
Security Ownership of Management
Below is a table that shows the relationship between Shaun Passley, PhD and Epazz, Inc., both of which are co-owners of the Ameritek Ventures stock.
| Related Party | Relationship | Transaction type | Stock as of<br><br> December 31, <br><br>2025 | Total<br><br> dollars as of<br><br> December 31, <br><br>2025 | |||
|---|---|---|---|---|---|---|---|
| 1 | Shaun Passley, PhD | Chairman of the BOD, Secretary, President, CEO, CFO, COO | Common stock ownership | 315,917 | – | ||
| 2 | Shaun Passley, PhD | Chairman of the BOD, Secretary, President, CEO, CFO, COO | Preferred C stock ownership | 2,000,000 | – | ||
| 3 | Epazz, Inc.^1^ | Owner of over 95% voting stock | Preferred B stock ownership | 10,000,000 | – | ||
| 4 | Epazz, Inc. | Owner of over 95% voting stock | Common stock ownership | 8,300,001 | – |
Item 13. Certain Relationships and Related Transactions, and Director Independence.
Transactions with Related Persons
Except as set out below, since the beginning of the Company’s last two fiscal years, there have been no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any of the following people had or will have a direct or indirect material interest:
| ● | Any director or executive officer of the Company; |
|---|---|
| ● | Any immediate family member of a director or executive officer of the Company; and |
| ● | Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock; |
Stock Issuances to Officers and Directors
None.
Promoters and Certain Control Persons
None.
8
Item 14. Principal Accountant Fees and Services.
Our independent public accounting firm is Bansal & Co, L.L.P., New Delhi, India.
| Principal Accountant Fees & Services | 2025 | 2024 | ||
|---|---|---|---|---|
| Audit Fees | $ | 21,600 | $ | 22,500 |
| Audit Related Fees | 12,000 | 10,000 | ||
| Tax Fees | - | - | ||
| All Other Fees | - | - | ||
| Total Fees | $ | 33,600 | $ | 32,500 |
Audit Fees
These amounts consisted of the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
Audit-Related Fees
These amounts consisted of the aggregate fees billed for each of the last two fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These fees were for professional services incurred in connection with the issuance of consents related to S-1 filings.
Tax Fees
These amounts consisted of the aggregate fees billed for each of the last two fiscal years for tax services including tax compliance and the preparation of tax returns and tax consultation services. There were no such services by our principal accountant in 2025 or 2024.
All Other Fees
These amounts consisted of the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above. There were no such services by our principal accountant in 2025 or 2024.
9
PART IV
Item 15. Exhibit and Financial Statements Schedules.
(a)(1) Index to Consolidated Financial Statements
The Financial Statements listed in the Index to Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K. See Part II, Item 8, “Financial Statement and Supplementary Data.”
(a)(2) Financial Statement Schedules
Other financial statement schedules for the years ended December 31, 2025, and 2024 have been omitted since they are either not required, not applicable, or the information is otherwise included in the consolidated financial statements or the notes to consolidated financial statements.
(a)(3) Exhibits
The Exhibits listed in the accompanying Exhibit Index are attached and incorporated herein by reference and filed as part of this report.
Item 16. Form 10-K Summary
None.
10
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERITEK VENTURES, INC. | ||
|---|---|---|
| Dated: April 14, 2026 | By: | /s/ Shaun Passley |
| Shaun Passley, PhD | ||
| Chief Executive Officer, CFO, Chairman |
11
EXHIBIT INDEX
| EXHIBIT NO. | DOCUMENT |
|---|---|
| 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act. |
| 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act. |
| 32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| 101.INS | Inline XBRL Instance Document |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
12
Exhibit 23.1
| HEAD OFFICE: |
|---|
| A-6, Maharani Bagh |
| New Delhi- 110065 |
| Ph.: 011-41626471, 41626470 |
| Fax: 011-41328425 |
| E-mail: info@bansalco.com |
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTINGFIRM
We hereby consent to the inclusion to the Form 10K of our report dated April 14th, 2026, of Ameritek Ventures, Inc. relating to the audit of the consolidated financial statements for the year ended December 31, 2025, and reference to our firm under the caption “Experts” in the Registration Statement.
 <br><br> <br>For Bansal & Co. LLP<br><br><br><br>New Delhi, India<br><br><br><br>April 14, 2026 |
|---|
BRANCHES
| Maharashtra | : | **** 7&8 GF, Wing-A, Raghavji Building, 15/17, Raghavji Road, Gowalia Tank, Mumbai-400026 |
|---|---|---|
| Madhya Pradesh | : | 114, Shree Tower, 2^nd^ Floor, Zone-II, Bhopal (MP) Ph. 0755-4076725, 2769224, 2769225 |
| Chhatisgarh | : | 6/140 Next to Indra Setu Bridge, Tilaknagar, Chatapara, Bilaspur, Chhatisgarh, (Ch) – 495001 |
| Delhi | : | D-Block,3rd Floor, Plot No 8, Balaji Estate, Guru Ravidas Marg, Kalkaji, New Delhi – 110019 |
EXHIBIT 31.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) OF THE SECURITIESEXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEYACT OF 2002
I, Shaun Passley, certify that:
I have reviewed this Annual Report on Form 10-K of Ameritek Ventures, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: April 14, 2026 |
|---|
| /s/ Shaun Passley |
| Shaun Passley, PhD |
| Chief Executive Officer |
| (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) OF THE SECURITIESEXCHANGE ACT OF 1934
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEYACT OF 2002
I, Shaun Passley, certify that:
I have reviewed this Annual Report on Form 10-K of Ameritek Ventures, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
- The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: April 14, 2026 |
|---|
| /s/ Shaun Passley |
| Shaun Passley, PhD |
| Chief Financial Officer |
| (Principal Financial Officer and Principal Accounting Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Annual Report of Ameritek Ventures, Inc. (the “Company”) on Form 10-K for the fiscal year ended December 31, 2025 as filed with the Securities and Exchange Commission (the “Report”), I, Shaun Passley, Chief Executive Officer and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
| Date: April 14, 2026 |
|---|
| /s/ Shaun Passley |
| Shaun Passley, PhD |
| Chief Executive Officer and Chief Financial Officer |
| (Principal Executive Officer, Principal Financial Officer and Principal<br>Accounting Officer) |