ATVK 10-Q
Globaltek Ventures, Inc. (ATVK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
or
For the transition period from
Commission File No.
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | Accelerated filer | ☐ |
☒ | Smaller reporting company | ||
| Emerging growth company | ||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 10, 2025, the Company had
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.
2
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION |
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Item 1. | Financial Statements |
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| Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) |
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| Notes to Condensed Consolidated Financial Statements (unaudited) |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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4
AMERITEK VENTURES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
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| December 31, |
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| 2025 |
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| 2024 |
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ASSETS |
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Current assets: |
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Cash |
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Accounts receivable, net |
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Prepaid expense |
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Total current assets |
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Property and equipment, net |
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Long-term assets: |
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Commitment fees (lines of credit) |
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Investment in securities |
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Patent |
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Product development, net |
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Goodwill |
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Total long-term assets |
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Total assets |
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LIABILITIES AND STOCKHOLDER’S EQUITY |
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Current liabilities: |
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Accounts payable |
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Short-term advance from affiliate |
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Accrued interest and expenses |
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Short-term debt |
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Total current liabilities |
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Long-term liabilities: |
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Long term debts |
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Total liabilities |
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Stockholders' equity (deficit): |
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Preferred stock Series A, $ |
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Preferred stock Series B, $ |
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Preferred stock Series C, $ |
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Preferred stock Series D, $ |
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Preferred stock Series E, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
For Bansal & Co., LLP |
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| For Ameritek Ventures, Inc. |
Chartered Accountants |
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| Approved on behalf of the Board of Directors |
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S.K. Bansal |
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| Shaun Passley |
Partner |
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| Director |
Date: |
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Place: New Delhi, India |
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| Place: Chicago, Illinois, United States of America |
5
AMERITEK VENTURES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
For the three months ended
March 31, 2025 and March 31, 2024
(Unaudited)
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Revenue: Operating Revenue |
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Expenses: |
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Development and support |
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General and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating (loss)/income |
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Other expense: |
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Interest expense |
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Gain/(loss) on Investment |
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Net income/(loss) for the period: |
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Net income (loss) per common share: |
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Basic |
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Diluted |
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Shares used in computing earnings per share |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
For Bansal & Co., LLP |
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| For Ameritek Ventures, Inc. |
Chartered Accountants |
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S.K. Bansal |
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| Shaun Passley |
Partner |
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| Director |
Date: |
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Place: New Delhi, India |
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| Place: Chicago, Illinois, United States of America |
6
AMERITEK VENTURES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
For the three months ended
March 31, 2025 and March 31, 2024
(Unaudited)
| Series A | Series B | Series C | Series D | Series E |
| Additional |
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| Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Paid-In | (Accumulated | Stockholder’s | ||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | |
Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $( | $ | ||||||
Debt conversion | $ | $ | $ | ||||||||||||
Net loss three months ended, March 31, 2024 | $ | $ | |||||||||||||
Balance, March 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $( | $ | ||||||
Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||
Net loss three months ended March 31, 2025 | $( | $( | |||||||||||||
Balance, March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements
For Bansal & Co., LLP |
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| For Ameritek Ventures, Inc. |
Chartered Accountants |
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| Approved on behalf of the Board of Directors |
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S.K. Bansal |
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| Shaun Passley |
Partner |
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| Director |
Date: |
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Place: New Delhi, India |
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| Place: Chicago, Illinois, United States of America |
7
AMERITEK VENTURES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the three months ended
March 31, 2025 and March 31, 2024
(Unaudited)
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Cash flows from operating activities: |
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Net income (loss) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization and depreciation |
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Amortization of LOC commitment fees |
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Gain/(loss) on Investment |
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Decrease (increase) in assets: |
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Accounts receivable |
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Increase (decrease) in liabilities: |
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Accounts payable |
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Accrued interest |
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Deferred revenues |
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Short-term advance from affiliate |
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Net cash flow (used in)/ provided by operating activities |
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Cash flows from investing activities: |
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Product development expenditures |
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Net cash flow (used in)/ provided by investing activities |
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Cash flows from financing activities: |
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Change in line of credit |
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Repayment of long-term debt |
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Net cash flow (used in)/provided by financing activities |
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Net increase (decrease) in cash |
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Cash – beginning of the year |
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Cash – end of the period |
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Supplemental cash flow information |
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Cash paid for interest |
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Non-cash investing and financing activities: |
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Conversion of debt to Class A common stock |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
For Bansal & Co., LLP |
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| For Ameritek Ventures, Inc. |
Chartered Accountants |
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| Approved on behalf of the Board of Directors |
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S.K. Bansal |
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| Shaun Passley |
Partner |
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| Director |
Date: |
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| Date: |
Place: New Delhi, India |
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| Place: Chicago, Illinois, United States of America |
8
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”).
Ameritek is a group of companies that provides various world-class software and hardware products and services beneficial to businesses, organizations, and governments. We have an established presence in the warehouse solutions market. With Interactive Systems, Inc. we provide software inventory management and with interlinkONE, Inc. we provide SaaS cloud-based solutions for warehouse and inventory fulfillment. We manufacture and innovate advanced technological developments in the medical industry, such as the DittoMask high-filtration mask. We also develop blockchain technology software programs under WebBeeO and CordTell companies. Furthermore, Ameritek Ventures explores augmented reality technology with Augmum, Inc. Meanwhile, our vertical landing aircraft service from AeroPass, Inc. takes ZenaDrone technology to a higher level with members-only passenger first-class transport across cities. Ecker Capital, LLC is our merger and acquisition division. ESM Software, Inc. is a software technology provider specializing in developing business strategy management solutions. The Company also recently created a new business, Equock, Inc., with which Ameritek will develop an electric bicycle with a focus on the growing online delivery industry.
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 3,000 ZenaTech Super Voting Shares, 1,000,000 ZenaTech Common Shares and 300,000 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.
Ecker Capital, LLC is the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc. As a result of the sale the only revenue for Ameritek Ventures, Inc. comes from DittoMask, Inc. DittoMask did not generate profit of over $1,000 in 2024.
2.SUMMARY OF ACCOUNTING PRINCIPLES
Basis of Accounting
The financial statements and accompanying notes are prepared under accrual of accounting in accordance with generally accepted accounting principles of the United States of America ("US GAAP"). These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Long-lived Assets
The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized as equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.
Property and Equipment
Equipment is recorded at its acquisition cost, which includes the costs to bring the equipment to the condition and location for its intended use, and equipment is depreciated using the straight-line method over the estimated useful life of the related asset as follows:
Furniture and fixtures |
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Computers and equipment |
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Website development |
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Leasehold improvements |
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Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.
Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the useful lives of the assets due to transfer of ownership after the lease term has expired.
Maintenance and repairs will be charged to expenses as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.
Property and equipment are evaluated for impairment whenever impairment indicators are prevalent. The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.
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Ameritek sold Ecker Capital, LLC with all its fixed assets to ZenaTech as of October 1, 2024. It currently does not have any fixed assets.
Fair Value of Financial Instruments
Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company has debt instruments that require fair value measurement on a recurring basis.
Intangible Assets and Intellectual Property
Intangible assets are amortized using the straight-line method over their estimated period of benefit of five to fifteen years. We evaluate the recoverability of intangible assets periodically and take into consideration events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization. No material impairments of intangible assets have been identified during any of the periods presented. The Company’s accumulated amortization expense on intangible assets totaled $10,045 for the three months ended March 31, 2024, and $441,326 for the year ended December 31, 2023.
(a)Product Development
During the fourth quarter of 2022, certain historical accounts have been reclassified to comply with their treatment according to ASC. What was classified as goodwill in 2021 is classified as product development for 2022. Upon further consideration, discussion and review, the Company has reverted to its previous classification of goodwill, separating goodwill from product development during 2023. Goodwill is not being amortized.
(b)Patent
The Company has a US patent 9217598B2 for FlexFridge, a foldable refrigerator, acquired with the Bozki merger. The patent is not being amortized because we have not put it into production yet. However, we will amortize it when it goes into production.
Ameritek Ventures sold in the first quarter of 2022 a drone patent in exchange for 3,500,000 common shares per share Canadian to ZenaTech, Inc, a related party, at the exchange rate of 1.2691 $US to CAN$, as listed by https://www.poundsterlinglive.com/. Ameritek realized $661,887 revenue from this sale equally from the period January 1 through December 31, 2022.
Goodwill
The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit's carrying amount, including goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach, and the market approach, which utilizes comparable companies' data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.
The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company's evaluation of goodwill completed during the past periods resulted in no impairment losses for the year ended December 31, 2024.
The Company does not currently amortize goodwill.
Beneficial Conversion Features
From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants if related warrants have been granted.
The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.
Basic and Diluted Net Earnings per Share
Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents,
consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.
Earnings per Share
The basic earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first year for any potentially dilutive debt or equity.
Dividends
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
Revenue Recognition
We account for revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.”
10
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are classified as deferred revenue on the balance sheet.
Our Company sells software with the following terms, twelve months, six months, three months and one month. Ameritek earns its revenue with the passage of time. Any unearned revenue is classified as deferred revenue. For each reporting period we prepare a schedule to separate the revenue earned from the deferred revenue and book the deferred amount. Deferred revenue are payments received from customers for products or services that have not been delivered yet. There are no costs associated with the deferred revenue since all the costs are incurred in day-to-day operations and through the passage of time.
Ameritek had $600,032 outstanding performance obligations comprised of deferred revenue as of December 31, 2024.
We had no outstanding performance obligations comprised of deferred revenue as of March 31, 2025.
Revenue Recognition
The Company designs and sells various software and maintenance programs to business enterprises including, among others, warehouse distribution to printing and battery manufacturing companies, and marketing services to financial services and insurance companies, printing, or advertising companies. Prior to shipment, each software product is tested extensively to meet Company specifications. The software is shipped fully functional via electronic delivery but requires some installation and setup.
Installation is a standard process, outlined in the owner's manual, consisting principally of setup, calibrating, and testing the software. A purchaser of the software could complete the process using the information in the owner's manual, although it would probably take significantly longer than it would take the Company’s technicians to perform the tasks. Although other vendors do not install the Company’s software, they do provide largely interchangeable installation services for a fee. Historically, the Company has never sold the software without installation. Most installations are performed by the Company within 7 to 24 days of shipment and are included in the overall sales price of the software. In addition, the customer must pay for support contracts and training packages, depending on their desired level of service. The Company is the only manufacturer of the software and it only sells software on a standalone basis directly to the end user.
The sales price of the arrangement consists of the software, installation, and training and support services, which the customer is obligated to pay in full upon delivery of the software. In addition, there are no general rights of return involved in these arrangements. Therefore, the software is accounted for as a separate unit of accounting.
The Company does not have vendor-specific objective evidence of selling price for the software because it does not sell the software separately (without installation services and support contracts). In addition, third-party evidence of selling price does not exist as no vendor separately sells the same or largely interchangeable software. Therefore, the Company uses its best estimate of selling price when allocating such arrangement consideration.
In estimating its selling price for the software, the Company considers the cost to produce the software, profit margin for similar arrangements, customer demand, effect of competitors on the Company’s software, and other market constraints. When applying the relative selling price method, the Company uses its best estimate of selling price for the software, and third-party evidence of selling price for the installation. Accordingly, without considering whether any portion of the amount allocable to the software is contingent upon delivery of the other items, the Company allocates the selling price to the software, support, and installation.
The Company doesn’t currently provide product warranties, but if it does in the future it will provide for specific product lines and accrue for estimated future warranty costs in the period in which the revenue is recognized.
Collection Policy
When all collections activities are exhausted and an account receivable is deemed uncollected, the company creates a reserve in the allowance for doubtful accounts. Based on management experience, which may involve obtaining a legal opinion on its collectability, the company will then write off the amount uncollectible by reducing the allowance for doubtful accounts.
Income Taxes
The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, ("ASC"), 740 (Income Taxes). This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting basis of certain assets and liabilities.
As required by ASC 740-10, "Income Taxes", the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.
Advertising
Advertising is expensed when incurred. Ameritek spent $
Recent Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying, and feel may be applicable.
Bansal & Co. LLP served as our principal independent public accountant for reporting fiscal year ended December 31, 2024.
11
3.FAIR VALUE OF FINANCIAL INSTRUMENTS
Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.
The Company does not have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 – Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The following schedules summarize the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of March 31, 2024 and December 31, 2023.
| Fair Value Measurements as of March 31, 2025 |
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| Level 2 |
| Level 3 |
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Assets |
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Commitment fees – lines of credit | $ |
| $ |
| $ |
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ZenaTech securities |
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Total assets |
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Liabilities |
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Short-term debt |
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Short-term advance from affiliate |
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Long-term debt, including current portion |
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Total liabilities | $ |
| $ | ( | ) | $ |
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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 March 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.
Ameritek owes Epazz, a related party, $
For a detailed description of the sale, please refer to notes 5, Divestitures, and note 10, Related Parties.
| Fair Value Measurements as of December 31, 2024 |
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| Level 2 |
| Level 3 |
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Assets |
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Commitment fees – lines of credit | $ |
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ZenaTech securities |
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Total assets |
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Liabilities |
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Short-term debt |
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Short-term advance from affiliate |
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Long-term debt, including current portion |
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Total liabilities | $ |
| $ | ( | ) | $ |
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There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the balance sheet periods ended March 31, 2025, and December 31, 2024.
12
4.PROPERTY AND EQUIPMENT
Property and equipment consisted of the following for the three months ended March 31, 2025 and year ended December 31, 2024,
| March 31, 2025 |
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| December 31, 2024 |
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Furniture and fixtures | $ |
| $ |
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Computer and equipment |
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Software |
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Assets held under capital leases |
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Total property and equipment |
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Less: accumulated depreciation |
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Net property and equipment | $ |
| $ |
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Ameritek did not have any fixed assets as of March 31, 2025 and December 31, 2024. The assets held as of September 30, 2024 were sold with Ecker Capital to ZenaTech during the last quarter of 2024 (note 5).
5.DIVESTITURES
Ameritek Ventures, Inc. entered into an acquisition agreement with ZenaTech, Inc. to acquire 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 with a stated value of $30.00 per share and an effective value of $2.13 per share,
·1,000,000 Common Shares at $2.67 per Common share and
·750,000 Preferred Shares with a stated value of $3.00 per share and an effective value of $2.49 per share.
Epazz is the principal shareholder of Ameritek with 95% 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.
Ecker is located at 602 W 5th 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 Company has received an independent valuation of the business of Ecker, which was prepared by the Stonebridge Advisory of Pasadena, California (“Valuator”). The effective date of the valuation is September 30, 2024, and is based on Ecker as an on-going concern which assumes Ecker has the financial resources to continue operating into the foreseeable future. All traditional approaches to value were considered by the Valuator and specific methods and calculations were weighted to reflect Ecker's value. Ecker was appraised using the fair market value as the standard of value assuming no discount for a lack of control (DLOC) and no adjustment for lack of marketability (DLOM). Because the balance sheet of Ecker might not represent the business, this valuation only values the enterprise value. The enterprise value is the invested capital value (debt and equity) of the business.
The Fair Market Value (enterprise value) of Ecker is estimated at $4,554,556. After any balance sheet adjustments, the adjusted value is $3,573,878 and after subtraction of term debt, if any, the equity value is $2,790,000. Equity value subtracts interest-bearing term debt and the working capital surplus or shortage, if any, from the enterprise value. A 100.00% interest of the Company's equity equals $4,550,000 . The Valuator's conclusion is subject to the Report's Limiting Conditions and the note in the conclusion section.
The Fair Market Value (FMV) is defined as the value an asset or liability would exchange hands given a willing buyer and seller negotiate an "arms-length" transaction with neither party under duress and with the parties having access to all pertinent information. The valuation supports the issuance of number of shares issued and the transaction at arm's length price.
The following table describes the purchase of Ecker Capital, Inc. as of October 1, 2024.
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Assets acquired |
| USD |
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Cash | $ |
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Accounts receivable |
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Less liabilities assumed |
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Accounts payable |
| ( |
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Deferred revenue |
| ( |
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SBA Loan – Interactive Systems, Inc. |
| ( |
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SBFS LLC Loan dba RapidAdvance |
| ( |
|
Net Asset (Liability) Acquired | $ | ( |
|
This being a transaction under common control the assets and liabilities are accounted for at the carrying amount of previous owner.
13
6.PRODUCT DEVELOPMENT COSTS
Product Development
Product development activity for the first three months ending March 31, 2025 is described in the table below.
|
|
| Accumulated | Beginning | Amortization | Total | Net |
| Basis | Additions | Amortization | Book Value | 3 Mo. Period End. | Amortization | Book Value |
| 12/31/2024 | 03/31/2025 | 12/31/2024 | 12/31/2024 | 03/31/2025 | 03/31/2025 | 03/25/2025 |
Ameritek | $ | $ | $ | $ | $ | $ | $ |
InterlinkONE – retired | |||||||
InterlinkONE - retired | |||||||
Interactive Systems - retired | |||||||
Total costs | $ | $ | $ | $ | $ | $ | $ |
Product development activity for the year ended December 31, 2024 is described in the table below.
|
|
| Accumulated | Beginning | Amortization | Total | Net |
| Basis | Additions | Amortization | Book Value | 12 Mo. Period End. | Amortization | Book Value |
| 12/31/2023 | 12/31/2024 | 2023 | 12/31/2023 | 12/31/2024 | 12/31/2024 | 12/31/2024 |
Ameritek | $ | $ | $ | $ | $ | $ | $ |
InterlinkONE - retired | |||||||
InterlinkONE - retired | |||||||
Interactive Systems - retired | |||||||
Total costs | $ | $ | $ | $ | $ | $ | $ |
Goodwill
Goodwill activity during the first three months ending March 31, 2025 is described in the table below.
|
|
| Accumulated | Beginning | Amortization | Total | Net |
| Basis | Additions | Amortization | Book Value | 3 Mo. Period End. | Amortization | Book Value |
| 12/31/2024 | 03/31/2025 | 12/31/2024 | 12/31/2024 | 03/31/2025 | 03/31/2025 | 03/31/2025 |
Boski software | $ | $ | $ | $ | $ | $ | $ |
Boski software | |||||||
VW Win software (acquired) | |||||||
Interactive Systems - retired | |||||||
Total costs | $ | $ | $ | $ | $ | $ | $ |
Ameritek does not amortize the goodwill from Bozki, VW Win since it is not currently using the software. The Company retired the Interactive Systems goodwill with the sale of Ecker Capital, LLC to ZenaTech, Inc. during the last quarter of 2024.
14
Goodwill activity during the year ended December 31, 2024 is described in the table below.
|
|
| Accumulated | Beginning | Amortization | Total | Net |
| Basis | Additions | Amortization | Book Value | 12 Mo. Period End. | Amortization | Book Value |
| 12/31/2023 | 12/31/2024 | 12/31/2024 | 12/31/2023 | 12/31/2025 | 12/31/2025 | 12/31/2025 |
Boski software | $ | $ | $ | $ | $ | $ | $ |
Boski software | |||||||
VW Win software (acquired) | |||||||
Interactive Systems - retired | |||||||
Total costs | $ | $ | $ | $ | $ | $ | $ |
7.SHORT-TERM DEBT
Convertible Note 1, note $21,000 to Cloud Builder, Inc.
Ameritek owed $
Ameritek owed $
8.LOANS PAYABLE
Ameritek Ventures, Inc. has the following loan payable as of March 31, 2025, and December 31, 2024.
|
| March 31, |
|
| December 31, |
| ||
|
|
| 2025 |
|
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| 2024 |
|
Bozki1 loan #1 (note 10) |
| $ |
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| $ |
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Bozki2 loan #2 (note 10) |
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VW Win Epazz3 loan (note 10) |
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SBA Reading Coop loan - sold |
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SBA Interactive Systems loan - sold |
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SBFC LLC loan - sold |
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Cloud Builder note |
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Less: current portion |
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Total promissory notes, less current portion |
| $ |
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| $ |
| ||
1
2
3
Ameritek utilizes its available lines of credit with related parties (note 10) to justify the long-term classification of the current portion of third-party debt. As such the current portion of long-term debt of $48,567 is recorded as a long-term liability in the balance sheet as March 31, 2025.
The current portion of long-term debt of $48,567 is recorded as a long-term liability in the balance sheet as of December 31, 2024. During the year ended December 31, 2024 the Company converted $40,901 accrued interest to long-term debt and recorded an accrued interest expense of $555,447.
Assumption of $200,000 convertible note from Bozki merger
Ameritek merged with Bozki, Inc. on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
15
rate. The Ameritek Ventures, Inc. common stock share price was $0.0007 on December 31, 2024, as quoted on the https://www.otcmarkets.com/.
Assumption of $1,000,000 convertible note from Bozki merger and conversion to $500,000 convertible note
Ameritek merged with Bozki, Inc. on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
Assumption of $250,000 note from VW Win Century, Inc. (Previously registered as, FlexFridge, Inc. an Illinois corporation) merger
The Company merged with VW Win Century, Inc. (previously registered as FlexFridge, Inc., an Illinois Corporation) on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
SBA – Reading Coop loan for interlinkOne
The Company assumed
Ameritek paid off the remaining balance of $
SBA – Interactive Systems
The Company applied for a Disaster loan to cover expenses and maintain the business during the period of Covid in March 2021. The Company received a $
Ameritek owed $534,312, including accrued interest of $54,352 and paid $
Ameritek sold this loan to ZenaTech with the Ecker Capital, Inc. sale on October 1, 2024 as described in note 5.
Cloud Builder, Inc. promissory note
The
The Company and Cloud Builder, Inc. agreed to convert $32,480 of this debt into 29,000,000 class A common stock on January 31, 2024, see note 9.
The Company and Cloud Builder, Inc. agreed to convert $22,800 of this debt into 30,000,000 class A common stock on April 29, 2024, see note 9.
Ameritek sold this loan to ZenaTech as of October 1, 2024.
Ameritek had a balance of $
9.STOCKHOLDER’S EQUITY AND CONTRIBUTED CAPITAL
Series A Preferred Stock
The Company is authorized to issue
There were
There were
Series B Preferred Stock
The Company is authorized to issue
16
Shares and a first position in a security interest on any assets of the Company upon default of a loan to the Company, liquidation, or dissolution of the Company. Further, the Company may call these shares at any time provided the holders of the Series B Preferred Stock are paid the monies they paid for their Series B Preferred Stock along with any interest due. Upon the payment of principal and interest to the Series B Preferred Stock shareholders, the shares must be returned to the Company. These shares are non-convertible into a different class of shares.
There were
There were
Series C Preferred Stock
The Company is authorized to issue
The Company issued 23,100,000 Preferred Stock C for commitment fees of $36,960 associated with fees related to the lines of credit, consistent with the terms of the agreement. These commitment fees are amortized over a five-year period. The amortization expense is included in the interest expense.
There were
There were
Series D Preferred Stock
The Company is authorized to issue
There were
There were
Series E Preferred Stock
The Company is authorized to issue
There were
There were
Common Stock
Ameritek has
There were
There were
17
10.RELATED PARTIES
We organized the related party transactions in the table below according to ASC 850 by total as of March 31, 2025. Readers should refer to the footnotes following the table for a detailed description of all related party transactions.
ASC 850 | Related Party | Relationship | Transaction type | Stock as of March 31, 2025 | Total dollars as of March 31, 2025 |
1 | |||||
2 | |||||
3 | |||||
4 | |||||
5 |
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6 |
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7 |
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9 | |||||
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14 | |||||
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16 | |||||
17 | |||||
18 |
1 –
2 –
Notes Payable
Assumption of $200,000 convertible note from Bozki merger
Ameritek merged with Bozki, Inc. on
18
The total amount due under the promissory note was $
The total amount due under the promissory note was $
Assumption of $1,000,000 convertible note from Bozki merger and conversion to $500,000 convertible note
Ameritek merged with Bozki, Inc. on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
Assumption of $250,000 note from VW Win Century, Inc. (Previously registered as, FlexFridge, Inc. an Illinois corporation) merger
The Company merged with VW Win Century, Inc. (previously registered as FlexFridge, Inc., an Illinois Corporation) on
The total amount due under the promissory note was $
The total amount due under the promissory note was $
Management agreement with Epazz, Inc.
Ameritek entered into a management agreement with Epazz, Inc., a related party, with a minimum annual fee of $350,000 on November 12, 2020 in consideration for the services provided and to be provided. Epazz, Inc. is a company controlled by Shaun Passley, Ameritek Ventures’ Chief Executive Officer. As per the management services agreement between Ameritek and Epazz, Epazz shall charge a minimum annual fee of $350,000.
There were
The development and support expenses included $634,970 charged by Epazz, Inc. under the management services agreement between Ameritek and Epazz for the year ended December 31, 2024. As per the management services agreement between Ameritek Ventures, Inc. and Epazz Inc., Epazz shall charge a minimum annual fee of $350,000.
The $
Programming and support of $
Salary of $
Product development cost of $
Other transactions
The Company had an accounts payable balance of $
11.LEGAL PROCEEDINGS
12.INCOME TAXES
The Company accounts for income taxes at each calendar year-end under FASB Accounting Standard Codification ASC 740 "Income Taxes." ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each calendar year-end are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.
The Company did not have any eligible net operating income (or loss) carry forwards as the Company has not filed the appropriate federal and state income tax returns so any accumulated net operating income (or loss) could be subject to the respective tax agency disallowance for the fiscal year ended 2023. Any actual net operating income would be limited by the accelerated depreciation and basis reduction of noncash assets acquired.
The Company did
19
13. SUBSEQUENT EVENTS
None.
20
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
The following discussion and analysis of the Company’s historical results of operations and liquidity and capital resources should be read in conjunction with the unaudited consolidated financial statements of the Company and notes thereto appearing elsewhere herein. The following discussion and analysis also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Forward Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2022.
Business Overview
The Company was organized on December 27, 2010, under the laws of the State of Nevada, as ATVROCKN. On June 20, 2017, the Company changed its corporate name to Ameritek Ventures, Inc (“Ameritek Ventures” or “Ameritek” or the “Company”)
Ameritek is a group of companies that provides various world-class software and hardware products and services beneficial to businesses, organizations, and governments. We have an established presence in the warehouse solutions market. With Interactive Systems, Inc. we provide software inventory management and with interlinkONE, Inc. we provide SaaS cloud-based solutions for warehouse and inventory fulfillment. We manufacture and innovate advanced technological developments in the medical industry, such as the DittoMask high filtration mask and FlexFridge portable medical use mini-fridge. We also develop blockchain technology software programs under WebBeeO and CordTell companies. Furthermore, Ameritek Ventures explores augmented reality technology with Passley, Inc., and Augmum, Inc. Meanwhile, our vertical landing aircraft service from AeroPass, Inc. takes ZenaDrone technology to a higher level with members-only passenger first-class transport across cities. Ecker Capital, LLC, is our merger and acquisition division. The Company also recently created a new business, Equock, Inc., with which the Company will develop an electric bicycle with a focus on the growing online delivery industry.
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 3,000 ZenaTech Super Voting Shares, 1,000,000 ZenaTech Common Shares and 300,000 ZenaTech Preferred shares.
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.
Ecker Capital, LLC is the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc. As a result of the sale the only revenue for Ameritek Ventures, Inc. comes from DittoMask, Inc. DittoMask did not generate profit of over $1,000 in 2024.
Business Strategy
Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes.
Critical Accounting Policies
Our significant accounting policies are more fully described in the notes to our financial statements included herein for the three months ended March 31, 2025.
New and Recently Adopted Accounting Pronouncements
Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our condensed consolidated financial statements included herein for the three months ended March 31, 2025.
Results of Operations
For the three months ended March 31, 2025, and 2024
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations
For the three months ending March 31, 2025, and 2024
Ameritek no revenue for the three months ended March 31, 2025, as compared to $215,922 for the same period ended 2024, as a result of the sale of Ecker Capital, LLC with its subsidiaries Interactive Systems, Inc. and interlinkONE, Inc.
Ameritek had no operating income and incurred $2,000 for development and support, and $8,287 in general and administrative costs for the first quarter of 2025. The Company had $102,769 development and support costs, general and administrative costs of $40,742 and $10,045 of product development costs amortization during the first quarter of 2024. These changes are also a result of the Interactive and interlinkONE sale.
Net operating loss before other income was $(10,287) for the first quarter of 2025, as compared to a net income of $62,356 for 2024. All the changes above are due to the sale of Ecker Capital.
Interest expense was $26,992 for the three months ending March 31, 2025, compared to $42,639 for the three months ending March 31, 2024. Ameritek does not have three of the loans it previously had to pay or accrue interest expense for.
The Company had a loss of $9,059,374 on the Investment in ZenaTech during the first quarter of 2025.
21
Ameritek had a net loss of $9,059,374 for the three months ended March 31, 2025 and had a net income of $19,697 during the first three months of 2024 due to the sale of Ecker Capital.
Liquidity and Capital Resources
Cash Flow
The Company currently funds its operations, including working capital and capital expenditures, and acquisitions through cash, cash equivalents and short-term investments and financing activities as necessary. We expect that cash, cash equivalents and short-term investments, and other sources of liquidity, such as issuing equity or debt securities, subject to market conditions, will be available and sufficient to meet all foreseeable cash requirements. The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:
|
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|
| Three months ended | ||
|
|
|
| March 31, | ||
|
| Change ($) |
| 2025 |
| 2024 |
Cash flow (used in) provided by operating activities | $ | 17,989 | $ | 1,205 | $ | (16,784) |
Cash flow (used in) provided by investing activities | $ | – | $ | – | $ | – |
Cash flow (used in) provided by financing activities | $ | (13,311) | $ | – | $ | 13,411 |
Operating activities
Cash flow used in operating activities was $1,205 for the three months ending March 31, 2025, as compared to a cash provided by operating activities of $(16,784) for the same period of 2024. Net operating income decreased by $56,976 during the first quarter of 2025 as compared to the same 2024 period. Deferred revenue decreased to $Nil as there is no accounts receivable to bill. Amortization and depreciation decreased by $8,085 in the first quarter of 2025 compared to the same period of 2024. Amortization of the line of credit commitment fees remained the same at $1,848. Accounts payable decreased by $380,742 as the Company sold most of its payable to ZenaTech.
Investing Activities
There were no investing activities during the three months ending March 31, 2025, or 2024.
Financing Activities
Cash provided by financing activities was $Nil as of March 31, 2025 and $25,750 for the three months ended March 31, 2024, while the repayment of long-term debt is now $Nil, as compared to $12,339 as of March 31, 2024.
Cash and Cash Equivalents
The Company had no cash as of March 31, 2025, as compared with $2,245 as of March 31, 2024.
Off Balance Sheet Arrangements
We do not have any significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.
Recent Accounting Pronouncements
Management did not contemplate any accounting standards and interpretations issued which are expected to have a material impact on the Company’s financial position, operations or cash flows during the three months ended March 31, 2024, or for the year ended December 31, 2023.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Based on that evaluation, our management, including our President and CEO and CFO, concluded that our disclosure controls and procedures were not effective as of September 30, 2022 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.
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Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:
| 1) | lack of a functioning audit committee resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and |
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| 2) | inadequate segregation of duties consistent with control objectives. |
A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
During the three months ended March 31, 2024 and for the year ended December 31, 2023, there were no changes in our internal control over financial reporting identified in connection with management’s evaluation of the effectiveness of our internal control over the financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business. Except as discussed below, we are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.
The Company filed a lawsuit in the Clark County, Nevada, court against Clinton L. Stokes, III, the former owner of the Company, to settle the matter of shares ownership and that of if the asset coming from Fiber Optic Assets was purchased free and clear of any encumberment from Meridian Financial Group, LLC on March 6, 2023. Meridian Financial Group, LLC has a claim on the assets in the business of fiber optics previously owned by Clinton L. Stokes III. This case is still pending. There is no trial date set as of the date of this filing. This litigation is not expected to have a material effect on the Company.
Item 1A. Risk Factors
The Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
None.
Item 5. Other Information
None.
Item 6. Exhibits
Exhibit Number |
| Name of Exhibit |
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101.INS |
| Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) |
101.SCH |
| Inline XBRL Taxonomy Extension Schema |
101.CAL |
| Inline XBRL Taxonomy Extension Calculation Linkbase |
101.DEF |
| Inline XBRL Taxonomy Extension Definition Linkbase |
101.LAB |
| Inline XBRL Taxonomy Extension Labels Linkbase |
101.PRE |
| Inline XBRL Taxonomy Extension Presentation Linkbase |
104 |
| Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
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(1) Filed herewith. In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 34-47986, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act or deemed to be incorporated by reference into any filing under the Exchange Act or the Securities Act except to the extent that the registrant specifically incorporates it by reference.
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SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| AMERITEK VENTURE, INC. |
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Dated: May 14, 2025 | By: | /s/ Shaun Passley |
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| Shaun Passley, PhD |
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| Chief Executive Officer, CFO, Chairman |
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