ATVK 10-K/A
Globaltek Ventures, Inc. (ATVK)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
Amendment No. 2
(Mark One)
For the fiscal period ended
Commission File No.
(Name of small business issuer in its charter) |
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(State or other jurisdiction of incorporation or organization) |
| (I.R.S. Employer Identification No.) |
(
(
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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 ☐
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 ☐
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 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.
1
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
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 $
As of December 31, 2024, the Company had
Explanatory Note
The Company has amended its Form 10-K/A Amendment No. 1 filed with the Securities and Exchange Commission to
Special Note Regarding Forward-Looking Statements
This Annual Report on Form 10-K, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7, of Part II 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 Annual 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 Annual Report to conform these statements to actual results.
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TABLE OF CONTENTS
Item 1B. Unresolved Staff Comments.4
Item 4. Mine Safety Disclosures.4
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.5
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations5
Item 7A. Quantitative and Qualitative Disclosures About Market Risk.6
Item 8. Financial Statements and Supplementary Data.7
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.28
Item 9A. Controls and Procedures.28
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections28
Item 10. Directors, Executive Officers and Corporate Governance.29
Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters.30
Item 13. Certain Relationships and Related Transactions, and Director Independence.31
Item 14. Principal Accountant Fees and Services.31
Item 15. Exhibit and Financial Statements Schedules.33
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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”). 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.
On October 1, 2024 Ameritek sold Ecker Capital, LLC to ZenaTech, Inc., a related party. Ecker Capital, LLC is the holding company for Interactive Systems, Inc., interlinkONE, Inc., both Massachusetts corporations, and ESM Software, Inc., an Illinois Corporation. ZenaTech, Inc.’s controlling shares are owned equally by Epazz, Inc. and Shaun Passley, PhD. Shaun Passley, PhD is the President of Ameritek Ventures, Inc., their Chief Executive Officer and majority shareholder.
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 325 N Milwaukee Ave Suite G1, Wheeling, IL 60090, 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. The company has a shared office at 401 Ryland Street, Suite 200A Reno, NV 89502.
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.
Meridian Pacific Holdings, LLC filed a lawsuit against certain directors, officers, affiliates, and the Company for breach of contract and fraud, in the Superior Court of the State of California, County of Los Angeles on May 6, 2019. The lawsuit alleges that certain officers of the Company misrepresented the business and asked for financing the business for approximately $1.6 million for operations from Meridian Pacific and never delivered the fiber optic assets promised. The judge in this case dismissed all claims against Ameritek Ventures, Inc. on October 19, 2023.
The Company filed a lawsuit in the Clark County, Nevada, court against Clinton L. Stokes, III, the former owner of the Company, to settle the matter of shares ownership and that of if the asset coming from Fiber Optic Assets was purchased free and clear of any encumberment from Meridian Financial Group, LLC on March 6, 2023. Meridian Financial Group, LLC has a claim on the assets in the business of fiber optics previously owned by Clinton L. Stokes III. This case is still pending. There is no trial date set as of the date of this filing. This litigation is not expected to have a material effect on the Company.
Item 4. Mine Safety Disclosures.
Not applicable.
4
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 |
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| Low |
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Fiscal year ended December 31, 2024: |
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First Quarter |
| $ | 0.0022 |
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| $ | 0.0005 |
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Second Quarter |
| $ | 0.0011 |
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| $ | 0.0008 |
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Third Quarter |
| $ | 0.0012 |
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| $ | 0.0009 |
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Fourth Quarter |
| $ | 0.0014 |
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| $ | 0.0007 |
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Fiscal year ended December 31, 2023: |
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First Quarter |
| $ | 0.0048 |
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| $ | 0.0011 |
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Second Quarter |
| $ | 0.0142 |
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| $ | 0.0068 |
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Third Quarter |
| $ | 0.0056 |
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| $ | 0.0011 |
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Fourth Quarter |
| $ | 0.0030 |
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| $ | 0.0011 |
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Holders
As of December 31, 2024, there were 583,226,791 shares of common stock outstanding, which were held by approximately 110 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, 2024, 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 of Unregistered Securities
During the year ended December 31, 2024, 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 authorized for 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]
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
For the years ended December 31, 2024, and 2023
Ameritek had operating revenue of $678,300 for the year ended December 31, 2024, as compared to $949,438 for the year ended December 31, 2023, a decrease of $271,128, or 29%. This decrease was due to the sale of Interactive Systems and interlinkONE to ZenaTech.
Total operating expenses decreased by$363,928 or 44% since the Company sold the two revenue and expense generating companies on October 1, 2024. Additionally, Ameritek is now using the proprietary server from Epazz, Inc. and not loaning cloud space from third party vendors. Development and support expenses were lower by $222,040 or 43% in 2024. General and administrative expenses were $132,398 for 2024, a decrease by $91,384 or 41% as compared to expenses incurred during 2023. Depreciation and amortization expenses were also down by $50,504 or 61% from 2023.
5
Net operating income before other income was $219,332 for 2024 as compared to a net income of $126,542 for 2023, a positive net change of $92,790. This result is due to reducing expenses significantly in 2024.
Other income increased by $4,496,799 during 2024 due to gain on asset disposal resulting from the sale of Ecker Capital to ZenaTech. Interest expenses decreased by $23,369 in 2024 from $185,452 due to a reduction of interest paid in the fourth quarter of 2024. The Company recognized other revenue of $4,439,550 for gain on asset disposal.
Ameritek had a net income of $4,496,799 during 2024 as compared to a net loss of $58,910 realized during 2024. This decrease is due to the factors explained above.
Liquidity and Capital Resources
Cash Flow
The Company currently funds its operations, including working capital and capital expenditures, and acquisitions through cash, cash equivalents and short-term investments and financing activities as necessary. We expect that cash, cash equivalents and short-term investments, and other sources of liquidity, such as issuing equity or debt securities, subject to market conditions, will be available and sufficient to meet all foreseeable cash requirements. The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:
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| Twelve months ended December 31, |
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| 2024 |
| 2023 |
| Change ($) |
Cash flow (used in) provided by operating activities | $ | 331,375 | $ | (23,009) | $ | 354,384 |
Cash flow (used in) provided by investing activities | $ | – | $ | – | $ | – |
Cash flow (used in) provided by financing activities | $ | (329,659) | $ | 27,876 | $ | 357,535 |
Operating activities
Cash flow provided by operating activities had a total outflow of $354,384 for the year ended December 31, 2024, while for 2023 the cash inflow provided by operating activities was $(23,009). This is due to having a net income of $4,496,799, partially offset by the change in gain on sale of Ecker of $4,439,550, a decrease of accounts receivable of $245,547, accounts payable of $75,303, accrued interest of $42,399 partially offset by an increase in deferred revenue of $327,032, and a decrease of amortization and depreciation of $50,504 in 2024 compared to 2023, all as a result of the sale of Ecker Capital.
Investing Activities
There was no investing activities during the years ending December 31, 2024, and 2023.
Financing Activities
Cash outflow used by financing activities decreased by $357,535 for the year ended December 31, 2024. This difference represents the decrease by $539,768 of proceeds from short-term debt and the inflow of $182,233 was for the repayment of long-term debt.
Cash and Cash Equivalents
The Company had no cash as of December 31, 2024 as compared with $5,618 as of December 31, 2023, because of the assets sale to ZenaTech. 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).
6
Item 8. Financial Statements and Supplementary Data.
Following are the financial statements of Ameritek Ventures, Inc. as of December 31, 2024, and December 31, 2023.
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ar
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AMERITEK VENTURES, INC.
_______________________
Consolidated Financial Statements
Annually Report
For the Years Ending
December 31, 2024 and December 31, 2023
10
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.
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AMERITEK VENTURES, INC.
CONSOLIDATED BALANCE SHEETS
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| 2023 |
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ASSETS |
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Current assets: |
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Cash |
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Accounts receivable, net |
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Prepaid expense |
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Total current assets |
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Property and equipment, net |
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Long-term assets: |
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Commitment fees (lines of credit) |
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Investment in securities |
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Patent |
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Product development, net |
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Goodwill |
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Total long-term assets |
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Total assets |
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LIABILITIES AND STOCKHOLDER’S EQUITY |
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Current liabilities: |
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Accounts payable |
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Short-term advance from affiliate |
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Accrued interest and expenses |
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Deferred revenue |
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Short-term debt |
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Total current liabilities |
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Long-term liabilities: |
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Long term debts |
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Total liabilities |
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Stockholders' equity (deficit): |
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Preferred stock Series A, $ |
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Preferred stock Series B, $ |
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Preferred stock Series C, $ |
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Preferred stock Series D, $ |
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Preferred stock Series E, $ |
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Common stock, $ |
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Additional paid in capital |
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Accumulated deficit |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
For Bansal & Co., LLP |
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| For Ameritek Ventures, Inc. |
Chartered Accountants |
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| Approved on behalf of the Board of Directors |
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/s/ S.K. Bansal S.K. Bansal |
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| /s/ Shaun Passley Shaun Passley |
Partner |
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| Director |
Date: March 31, 2025 |
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| Date: March 31, 2025 |
Place: New Delhi, India |
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| Place: Chicago, Illinois, United States of America |
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AMERITEK VENTURES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
For the Years Ending
December 31, 2024 and December 31, 2023
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Revenue: |
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General and administrative expenses: |
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Development and support |
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General and administrative |
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Depreciation and amortization |
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Total operating expenses |
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Operating income/(loss) |
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Other income (expense): |
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Interest expense – long term debt |
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Gain on asset disposal |
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Net income (loss): |
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Net income (loss) per common share: |
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Basic |
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Diluted |
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Shares used in computing earnings per share |
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Basic |
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Diluted |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
For Bansal & Co. LLP
Chartered Accountants
/s/ S.K. Bansal
S K Bansal
Partner
Date: March 31, 2025
Place: New Delhi, India
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AMERITEK VENTURES, INC.
CONSOLIDATED STATEMENTS OF ACCUMULATED DEFICIT
AND STOCKHOLDERS' EQUITY
For the Years Ending
December 31, 2024 and December 31, 2023
| Series A | Series B | Series C | Series D | Series E |
| Additional |
| Total | ||||||
| Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Preferred Stock | Common Stock | Paid-In | (Accumulated | Stockholder’s | ||||||
Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Shares | Amount | Capital | Deficit) | Equity | |
Balance, December 31, 2022 | $ | $ | $ | $ | $ | $ | $ | $( | $ | ||||||
Commitment fees (LOC) | $ | $( | $ | ||||||||||||
Debt settlement | $( | $( | |||||||||||||
Debt conversion to common stock | $ | $ | |||||||||||||
Net loss year ended, December 31 2023 | $( | $( | |||||||||||||
Balance, December 31, 2023 | $ | $ | $ | $ | $ | $ | $ | $( | $ | ||||||
Debt conversion | $ | $( | $ | ||||||||||||
Net income year ending December 31, 2024 | $ | $ | |||||||||||||
Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
For Bansal & Co. LLP
Chartered Accountants
/s/ S.K. Bansal
S K Bansal
Partner
Date: March 31, 2025
Place: New Delhi, India
14
AMERITEK VENTURES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Years Ending
December 31, 2024 and December 31, 2023
(Unaudited)
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Cash flows from operating activities: |
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Net income (loss) |
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Adjustments to reconcile net loss to net cash used in operating activities: |
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Amortization and depreciation |
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Gain on sale of Ecker Capital, Inc. |
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Amortization of LOC commitment fees |
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Decrease (increase) in assets: |
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Increase (decrease) in liabilities: |
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Deferred revenues |
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Short-term advance to affiliate |
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Net cash flow (used in)/ provided by operating activities |
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Cash flows from investing activities: |
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Purchase of equipment |
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Net cash flow (used in)/ provided by investing activities |
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Cash flows from financing activities: |
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Change in line of credit |
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Proceeds of short-term debt |
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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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| $ |
| ||
Cash divested in Sale of Ecker Capital, Inc. |
|
| 7,334 |
|
|
| – |
|
Non-cash investing and financing activities: |
|
|
|
|
|
|
|
|
None |
| $ | – |
|
| $ | – |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements. |
For Bansal & Co. LLP
Chartered Accountants
/s/ S.K. Bansal
S K Bansal
Partner
Date: March 31, 2025
Place: New Delhi, India
15
1.GENERAL ORGANIZATION AND BUSINESS
The Company was organized on
Ameritek is a group of companies that provides various world-class software and hardware products and services beneficial to businesses, organizations, and governments. We have an established presence in the warehouse solutions market. With Interactive Systems, Inc. we provide software inventory management and with interlinkONE, Inc. we provide SaaS cloud-based solutions for warehouse and inventory fulfillment. We manufacture and innovate advanced technological developments in the medical industry, such as the DittoMask high-filtration mask. We also develop blockchain technology software programs under WebBeeO and CordTell companies. Furthermore, Ameritek Ventures explores augmented reality technology with Augmum, Inc. Meanwhile, our vertical landing aircraft service from AeroPass, Inc. takes ZenaDrone technology to a higher level with members-only passenger first-class transport across cities. Ecker Capital, LLC is our merger and acquisition division. ESM Software, Inc. is a software technology provider specializing in developing business strategy management solutions. The Company also recently created a new business, Equock, Inc., with which Ameritek will develop an electric bicycle with a focus on the growing online delivery industry.
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.
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 |
| |
Computers and equipment |
| |
Website development |
| |
Leasehold improvements |
|
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.
16
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. Ameritek sold all assets to ZenaTech. The Company’s accumulated amortization expense on intangible assets totaled $Nil for the year ending December 31, 2024, and $441,326 for the year ending December 31, 2023.
(a)Product Development
During the fourth quarter of 2022, certain historical accounts have been reclassified to comply with their treatment according to ASC. What was classified as goodwill in 2021 is classified as product development for 2022. Upon further consideration, discussion and review, the Company has reverted to its previous classification of goodwill, separating goodwill from product development during 2023. Goodwill is not being amortized.
(b)Patent
The Company has a US patent 9217598B2 for FlexFridge, a foldable refrigerator, acquired with the Bozki merger. The patent is not being amortized because we have not put it into production yet. However, we will amortize it when it goes into production.
Ameritek Ventures sold in the first quarter of 2022 a drone patent in exchange for 3,500,000 common shares per share Canadian to ZenaTech, Inc, a related party, at the exchange rate of 1.2691 $US to CAN$, as listed by https://www.poundsterlinglive.com/. Ameritek realized $661,887 revenue from this sale equally from the period January 1 through December 31, 2022.
Goodwill
The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit's carrying amount, including goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach, and the market approach, which utilizes comparable companies' data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.
The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company's evaluation of goodwill completed during the past periods resulted in no impairment losses for the year ended December 31, 2023.
Change in accounting policy for goodwill during financial statements made during fiscal year 2023
The Company acquired Interactive Systems, Inc. in May 2021. The cost of the acquisition in excess of net tangible assets was $775,761. Of this amount $362,721 was associated with product development and amortized over a period of just under two years, which corresponds to the useful life of the asset. The remaining amount of $413,039 is associated with goodwill. Product development cost was determined based on the cost the Company would have incurred to develop the software acquired. Amortization expense was recorded correctly during the period since acquisition.
The Company incorrectly recorded the net product development cost as goodwill on the balance sheet and in the associated footnotes. Accordingly, goodwill on the balance sheet as of December 31, 2022 was reduced by $42,457 and product development cost was increased by a net amount of $42,457. The amount of the reclass as of December 31, 2022 included gross intangible of $362,721 and accumulated amortization of $320,264. Product development costs associated with this asset as of December 31, 2021 included gross intangible of $362,721 and accumulated amortization of $150,435, which is a net asset of $212,286.
During the fourth quarter of 2022, certain historical accounts have been reclassified to comply with their treatment according to ASC. What was classified as goodwill in 2021 is classified as product development for 2022. Upon further consideration, discussion and review, the Company has reversed its previous classification of goodwill, separating goodwill from product development. There was no change in the accounting treatment. The Company has made various acquisitions and mergers historically. In the years of acquisitions/mergers, the Company has treated excess consideration paid in acquisition as product development (intangible other than goodwill) or goodwill. Although the same treatment was applied under the account title ‘Goodwill’ until September 2022, but was treated as product development, an intangible other than goodwill. In December 2022, the Company changed the nomenclature of this account from goodwill to product development. The previous year's figures as of December 31, 2022 are for twelve months in the balance sheet and have not been reinstated for the adjustments for change in the accounting of goodwill and product development. This is because of the change in the adjustments as stated in the above paragraphs that have been carried out in the current year.
The Company changed its accounting policy of classification of excess amount paid in the various acquisitions and mergers from product development (intangible other than goodwill) to goodwill for the financial statements as of June 30, 2023 and revised the useful life of reclassified product development cost in case of Interactive Systems, Inc.
The Company went to its original classification of goodwill in 2023. It does notcurrently amortize goodwill.
There is no effect for the year ending December 31, 2023 due to going back to the original treatment period of goodwill.
Beneficial Conversion Features
From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists
17
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.”
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.
Ameritek had $105,007 outstanding performance obligations comprised of deferred revenue as of December 31, 2023.
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
18
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 $7,163 and $7,212, on advertising for the year ended December 31, 2024, and 2023.
Recent Accounting Pronouncements
The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying, and feel may be applicable.
Bansal & Co. LLP served as our principal independent public accountant for reporting fiscal year ended December 31, 2024.
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 December 31, 2024 and December 31, 2023.
| Fair Value Measurements as of December 31, 2024 |
| |||||||
Level 1 |
| Level 2 |
| Level 3 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
Commitment fees – lines of credit | $ |
| $ |
| $ |
| |||
ZenaTech securities |
|
|
|
|
|
| |||
Total assets |
|
|
|
|
|
| |||
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
Short-term debt |
|
|
|
|
|
| |||
Long-term debt, including current portion |
|
|
|
|
|
| |||
Total liabilities | $ |
| $ | ( | ) | $ |
| ||
| Fair Value Measurements as of December 31, 2023 |
| |||||||
Level 1 |
| Level 2 |
| Level 3 |
| ||||
Assets |
|
|
|
|
|
|
|
|
|
ZenaTech securities | $ |
| $ |
| $ |
| |||
Total assets |
|
|
|
|
|
| |||
Liabilities |
|
|
|
|
|
|
|
|
|
Short-term debt |
|
|
|
|
|
| |||
Long-term debt, including current portion |
|
|
|
|
|
| |||
Total liabilities | $ |
| $ | ( | ) | $ |
| ||
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the balance sheet periods as of December 31, 2024, and December 31, 2023.
19
4.PROPERTY AND EQUIPMENT
Property and equipment consisted of the following for the six months ended December 31, 2024 and year ended December 31, 2023,
| December 31, 2024 |
|
| December 31, 2023 |
| |
Furniture and fixtures | $ |
| $ |
| ||
Computer and equipment |
|
|
|
| ||
Software |
|
|
|
| ||
Assets held under capital leases |
|
|
|
| ||
Total property and equipment |
|
|
|
| ||
Less: accumulated depreciation |
|
|
| ( | ) | |
Net property and equipment | $ |
| $ |
|
Accumulated depreciation expenses totaled $
5.ACQUISITIONS
Interactive Systems, Inc. Acquisition
On May 14th, 2021, Ecker Capital, LLC, a subsidiary of the Company, purchased the outstanding stock of Interactive Systems, Inc. a Massachusetts corporation for $675,000 and paid $337,500 cash and issued a 6% amortizing two-year debt for $337,500. The 100% stock acquisition resulted in $
|
| May 2021 |
| |
Consideration paid: |
|
|
|
|
Total cost |
| $ | 675,000 |
|
Net assets acquired: |
|
|
|
|
Additional paid-in capital |
|
| (235,012 | ) |
Capital stock |
|
| (35,926 | ) |
Owners - fractional stock purchase |
|
| 88,902 |
|
Retained earnings at December 31, 2020 |
|
| 352,609 |
|
Treasury stock |
|
| 33,326 |
|
Retained earnings January 1, 2021 to May 14, 2021 |
|
| (103,138 | ) |
Total net assets acquired when purchasing Interactive Systems, Inc. |
|
| (100,761 | ) |
Consideration paid in excess of fair value (Goodwill1) |
| $ |
| |
(1) |
|
|
| |
|
|
The Company’s outstanding balance was $14,958 payable to former owners of Interactive Systems, Inc. as of December 31, 2024.
The Company’s outstanding balance was $14,958 payable to former owners of Interactive Systems, Inc. as of December 31, 2023.
interlinkONE, Inc. Acquisition
Ecker Capital, LLC, a subsidiary of the Company, purchased the outstanding stock of interlinkONE, Inc., a Massachusetts corporation for $500,000 on October 1, 2021, and paid $250,000 cash and issued a 6% amortizing two-year debt for $250,000 with interest paid monthly. The 100% acquisition resulted in $
|
| October 2021 |
| |
Consideration paid: |
|
|
|
|
Total cost |
| $ | 500,000 |
|
Net assets acquired: |
|
|
|
|
Cash |
|
| (51,806 | ) |
Accounts receivable |
|
| (36,928 | ) |
Fixed assets - net |
|
| (5,798 | ) |
Lease deposits |
|
| (5,800 | ) |
Amex - CC |
|
| 9,353 |
|
Deferred revenue |
|
| 6,646 |
|
Accrued interest |
|
| 167 |
|
Note payable |
|
| 30,816 |
|
Total book value |
|
| (53,349 | ) |
Total net assets acquired when purchasing interlinkONE, Inc. |
|
| 446,651 |
|
Consideration paid in excess of the fair value (Product development1) |
| $ |
| |
(1) |
|
|
| |
|
|
The consolidated financial statements include the transactions of its wholly owned subsidiaries – Interactive Systems Inc and interlinkONE Inc, incorporated in the Company’s books of accounts.
The Company paid off the total balance during the first quarter of 2024. The balance was $Nil as of December 31, 2024.
The Company’s outstanding balance was $11,080 payable to former owners of interlinkONE, Inc. as of December 31, 2023.
20
6.PRODUCT DEVELOPMENT COSTS
| Basis | Accum. Amortization | Beginning Book Value | Additions | Amortization 12 Mo. Period End. | Total Amortization | Net Book Value |
| 12/31/2023 | 2023 | 12/31/2024 | 12/31/2024 | 12/31/2024 | 12/31/2024 | 06/30/2024 |
Ameritek | $ | $ | $ | $ | $ | $ | $ |
InterlinkONE - retired | |||||||
InterlinkONE - retired | |||||||
Interactive Systems - retired | |||||||
Total costs | $ | $ | $ | $ | $ | $ | $ |
All assets were retired except the Ameritek Venture assets.
See table below for 2023 goodwill activity.
| Total Costs | Transfer to goodwill | Total Total Costs | Beginning Book Value | Total Amortization | Transfer to goodwill | Amortization during | Amortization Year Ended | Net Book Value |
| 12/31/2022 | 2023 | 12/31/2023 | 12/31/2022 | 12/31/2022 | 2023 | the year 2023 | 12/31/2023 | 12/31/2023 |
Ameritek | $ | $ | $ | $ | $ | $ | $ | $ | $ |
interlinkONE - retired | |||||||||
Boski | |||||||||
Boski | |||||||||
VW Win | |||||||||
Interactive Systems - retired | |||||||||
interlinkONE -retired | |||||||||
Total | $ | $ | $ | $ | $ | $ | $ | $ | $ |
7.SHORT-TERM DEBT
Convertible Note 1, note $21,000 to Cloud Builder, Inc.
Ameritek issued $
Ameritek sold this note to ZenaTech, Inc.
Ameritek owed $
The Company owed $
21
8.LOANS PAYABLE
Ameritek Ventures, Inc. has the following loan payable as of December 31, 2024 and December 31, 2023.
| December 31, |
| December 31, |
| ||
| 2024 |
| 2023 |
| ||
Bozki1 loan #1 (note 10) |
| $ |
|
| $ |
|
Bozki2 loan #2 (note 10) |
|
|
|
| ||
VW Win Epazz3 loan (note 10) |
|
|
|
| ||
SBA Reading Coop loan |
|
|
|
| ||
SBA Interactive Systems loan – sold |
|
|
|
| ||
SBFC LLC loan – sold |
|
|
|
| ||
Cloud Builder note - sold |
|
|
|
| ||
Less: current portion |
|
|
|
| ||
Total promissory notes, less current portion |
| $ |
|
| $ |
|
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 of December 31, 2024. During the quarter ended December 31, 2024 the Company converted $40,901 accrued interest to long-term debt and recorded an accrued interest expense of $
The current portion of long-term debt of $46,063 is recorded as a long-term liability in the balance sheet as of December 31, 2023. The Company recorded an accrued interest expense of $
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 from interlinkOne
The Company assumed a
Ameritek paid off the remaining balance of $3,311 and the balance for the year ended December 31, 2024 was $Nil.
Ameritek paid $12,729 during the year ended December 31, 2023.
SBA loan of $500,000 for Interactive Systems
The Company applied for a
Ameritek owed $534,312, including accrued interest of $
Ameritek sold this loan to ZenaTech with the Ecker Capital, Inc. sale on October 1, 2024, as per balance listed above.
Ameritek owed $542,284, including accrued interest of $
SBFC LLC loan $51,779
22
Ameritek has a
Ameritek sold this loan to ZenaTech as part of the Ecker Capital sale. The balance sold was $44,110. As of September 30, 2024 the Company paid $9,340 in interest and $3,821 towards the principal of the loan.
Ameritek had a balance of $
Cloud Builder, Inc. promissory note
The
The Company and Cloud Builder, Inc. agreed to convert $32,480 of this debt into 29,000,000 class A common stock on January 31, 2024, see note 9.
The Company and Cloud Builder, Inc. agreed to convert $22,800 of this debt into 30,000,000 class A common stock on April 29, 2024, see note 9.
Ameritek sold this loan to ZenaTech as of October 1, 2024.
Ameritek had a balance of $
Ameritek had a balance of $
9.STOCKHOLDER’S EQUITY AND CONTRIBUTED CAPITAL
Series A Preferred Stock
The Company is authorized to issue
There were
There were
Series B Preferred Stock
The Company is authorized to issue
There were
There were
Series C Preferred Stock
The Company is authorized to issue
The Company issued
There were
There were
Series D Preferred Stock
The Company is authorized to issue
There were
There were
Series E Preferred Stock
23
The Company is authorized to issue
There were
There were
Common Stock
Ameritek has
There were
There were
24
10.RELATED PARTIES
We organized the related party transactions by total as of December 31, 2024 in the table below according to ASC 850. Readers should refer to the footnotes following the table for a detailed description of all related party transactions.
ASC 850 | Related Party | Relationship | Transaction type | Stock as of December 31, 2024 | Total dollars as of December 31, 2024 |
1 | |||||
2 | |||||
3 | |||||
4 | |||||
5 |
| ||||
6 |
| ||||
7 |
| ||||
8 | |||||
9 | |||||
10 | |||||
11 | |||||
12 | |||||
13 | |||||
14 | |||||
15 | |||||
16 | |||||
17 | |||||
18 |
1 – Epazz, Inc. voting stock is controlled by Shaun Passley, PhD.
2 – For details, see Management Services Agreement with Epazz, Inc. below.
Notes Payable
Assumption of $200,000 convertible note from Bozki merger
Ameritek merged with Bozki, Inc. on
The total amount due under the promissory note was $
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
25
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
For the year ended December 31, 2024 the development and support expenses included $634,970 charged by Epazz, Inc. under the management services agreement between Ameritek and Epazz. As per the management services agreement between Ameritek Ventures, Inc. and Epazz Inc., Epazz shall charge a minimum annual fee of $350,000.
The $783,626 expenses consisted of
Programming and support of $
Salary of $
Product development cost of $
For the year ended December 31, 2023 the development and support expenses included $414,000 charged by Epazz, Inc. under the management services agreement between Ameritek and Epazz. As per the management services agreement between Ameritek Ventures, Inc. and Epazz Inc., Epazz shall charge a minimum annual fee of $350,000.
The $414,000 expenses consisted of
Engineering services of $
Software development fees of $
Accounting of $
Stock issuances
On
On
Other transactions
During 2024 Epazz, Inc. had invoices totaling $
During 2023 Epazz, Inc. had invoices totaling $
11.LEGAL PROCEEDINGS
26
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
The Company did
13. SUBSEQUENT EVENTS
None.
27
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None.
Item 9A. 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 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, 2024. 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, 2024 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.
Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:
1)lack of a functioning audit committee for the entire fiscal year resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and
2)inadequate segregation of duties consistent with control objectives.
A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.
A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Management’s Annual Report 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.
Based on our evaluation of internal controls, management concluded that the Company's internal control over financial reporting was not effective as of December 31, 2024 given the material weaknesses in our disclosure controls. Management is in the process of addressing these concerns to bring our controls and procedures in compliance with applicable rules.
Changes in Internal Control over Financial Reporting
During the last fiscal quarter, 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 financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act.
Item 9B. Other Information.
None.
Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections
Not applicable.
28
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 |
| 46 |
| 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, 2024 and 2023 (collectively, the “Named Executive Officers”):
Summary Compensation Table
Name and Principal Position |
| Year |
| Salary ($) |
|
| Stock Awards ($) |
|
| Total ($) |
| |||
Shaun Passley, PhD, |
| 2024 |
| $ | -0- |
|
|
| - |
|
| $ | -0- |
|
Chief Executive Officer, Chairman of the Board |
| 2023 |
| $ | -0- |
|
| $ | - |
|
| $ | -0- |
|
29
Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters.
The following table sets forth information as of December 31, 2024, 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 March 29, 2024, 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 401 Ryland Street, Suite 200A, Reno, NV 89502.
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 | 79,098,457 | 79,098,457 | 12.90% | 12.90% |
Common Stock | Epazz, Inc.1 | 50,000,000 | 50,000,000 | 8.15% | 8.15% |
Common Stock | Star Financial Corporation2 | 18,106,005 | 18,106,005 | 2.95% | 2.95% |
Common Stock | GG Mars Capital, Inc. 3 | 18,103,638 | 18,103,638 | 2.95% | 2.95% |
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 Passley4 | 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, PhD5 | 23,000,000 | 0 | 100% | 100% |
1Out of 613,226,791 common shares,
1Shaun Passley, PhD is the majority shareholder of Epazz, Inc. and together with Epazz, controls a majority of the voting securities of the Company.
2Star Financial Corporation is owned by Fay Passley, a family member of Shaun Passley, PhD.
3GG Mars Capital, Inc. is owned by Vivienne Passley, a family member of Shaun Passley, PhD.
4Craig Passley is Shaun Passley’s sibling.
5Shaun Passley, PhD disclaims beneficial ownership of any securities of the Company owned or controlled by any of his family members, whether directly or indirectly, as investment and voting power in those securities rests with those family members. None of the family members of Dr. Passley reside in the same home as Dr. Passley. In addition, Dr. Passley and his family members or companies controlled by them, directly or indirectly, do not constitute a group as defined in Section 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 the Company.
6CloudBuilder, Inc. is owned by Suzanne Schwickert
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.
30
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 December 31, 2024 | Total dollars as of December 31, 2024 |
1 | Shaun Passley, PhD | Chairman of the BOD, Secretary, President, CEO, CFO, COO | Common stock ownership | 79,098,457 | – |
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 | 50,000,000 | – |
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.
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 |
| 2024 |
|
| 2023 |
| ||
Audit Fees |
| $ | 19,500 |
|
| $ | 22,500 |
|
Audit Related Fees |
|
| - |
|
|
| 10,000 |
|
Tax Fees |
|
| - |
|
|
| - |
|
All Other Fees |
|
| - |
|
|
| - |
|
Total Fees |
| $ | 32,500 |
|
| $ | 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.
31
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 2022 or 2021.
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 2022 or 2021.
32
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, 2024, and 2023 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.
33
|
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. |
| |
|
|
|
|
Dated: June 3, 2025 | By: | /s/ Shaun Passley |
|
|
| Shaun Passley, PhD |
|
|
| Chief Executive Officer, CFO, Chairman |
|