GlobalTek Ventures (OTC: ATVK) logs Q1 2026 loss and flags going-concern risk
Rhea-AI Filing Summary
GlobalTek Ventures, Inc. (formerly Ameritek Ventures) reported a net loss of $3,009,928 for the quarter ended March 31, 2026, or $0.33 per basic and diluted share. Revenue was minimal at $5,419, while results were heavily impacted by a $2,976,458 loss on fair-value changes in its investment in ZenaTech, Inc.
Total assets were $8,319,125, including $7,495,008 of ZenaTech securities, and total liabilities were $3,528,733. Cash was only $26,883, with current liabilities of $2,599,544, resulting in a working capital deficit of $2,570,261. Management disclosed that these conditions raise substantial doubt about the company’s ability to continue as a going concern.
During the period, the company continued its strategic shift away from software toward solid-state batteries (Galaxy Batteries, Inc.), aerospace services (AeroPass, Inc.) and luxury corporate housing (Chicago Real Estate Partners, LLC). It also completed a 1‑for‑1,200 reverse stock split in January 2026 and formally changed its name to GlobalTek Ventures, Inc. on April 16, 2026. Operations remain highly dependent on related‑party financing from Epazz, Inc., and a large portion of liabilities and equity involve related parties.
Positive
- None.
Negative
- Going-concern uncertainty: Q1 2026 cash of $26,883, a working capital deficit of $2,570,261, and minimal revenue led management to state there is substantial doubt about GlobalTek’s ability to continue as a going concern within one year.
- Concentrated and volatile asset base: The investment in related party ZenaTech, Inc. is valued at $7,495,008 and produced a Q1 2026 fair-value loss of $2,976,458, making results highly sensitive to one external company.
- High related-party leverage and control: Debt of $1,060,671 plus significant payables and advances are owed to Epazz, Inc. and affiliates, which also control over 90% of voting power, increasing financing and governance risk.
Insights
GlobalTek shows heavy Q1 loss, going-concern doubts and high related-party dependence.
GlobalTek Ventures generated only $5,419 of revenue in Q1 2026 but reported a net loss of $3,009,928. The largest driver was a $2,976,458 fair-value loss on its ZenaTech investment, underscoring exposure to a single related-party asset now valued at $7,495,008.
Liquidity is tight: cash was $26,883 against current liabilities of $2,599,544, creating a working capital deficit of $2,570,261. Management explicitly states that these factors raise substantial doubt about the company’s ability to continue as a going concern and plans to rely on new financing and rental income.
The capital structure is complex, with multiple preferred series and a recent 1-for-1,200 reverse stock split. Debt of $1,060,671 is largely owed to related party Epazz, Inc., which also holds most voting power. This concentration heightens counterparty and governance risk while the new solid-state battery and real estate strategies remain in early, low-revenue stages.
Key Figures
Key Terms
going concern financial
reverse stock split financial
fair value hierarchy financial
beneficial ownership limitation financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
For the quarterly period ended
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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 | ☐ |
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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 15, 2026, the Company had
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Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.
In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.
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TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION |
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Item 1. | Financial Statements | Page |
| Report of Independent Registered Public Accounting Firm | 6 |
| Condensed Consolidated Balance Sheets (unaudited) | 8 |
| Condensed Consolidated Statements of Operations (unaudited) | 10 |
| Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) | 11 |
| Condensed Consolidated Statements of Cash Flows (unaudited) | 12 |
| Notes to Condensed Consolidated Financial Statements (unaudited) | 13 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 23 |
Item 3. | Quantitative and Qualitative Disclosures about Market Risk | 24 |
Item 4. | Controls and Procedures | 25 |
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PART II – OTHER INFORMATION |
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Item 1. | Legal Proceedings | 26 |
Item 1A. | Risk Factors | 26 |
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 26 |
Item 3. | Defaults Upon Senior Securities | 26 |
Item 4. | Mine Safety Disclosures | 26 |
Item 5. | Other Information | 26 |
Item 6. | Exhibits | 26 |
Signatures | 27 | |
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GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
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Consolidated Financial Statements
Unaudited Quarterly Report
For the Three Months Ending
March 31, 2026 and December 31, 2025
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CURRENT INFORMATION REGARDING
GLOBALTEK VENTURES, INC.
(formerly known as 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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GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
UNAUDITED CONSOLIDATED BALANCE SHEETS
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ASSETS |
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Current assets: |
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Cash |
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Total current assets |
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Long-term assets: |
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Property and equipment, net |
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Patent |
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Goodwill |
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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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Accrued interest and expenses |
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Short-term debt |
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Short-term advance from affiliates |
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Total current liabilities |
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Long-term liabilities: |
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Security Deposit |
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Long term debts |
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Total long-term liabilities |
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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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Common control Adjustment Account |
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Total stockholders' equity |
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Total liabilities and stockholders' equity |
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*Numbers have been adjusted to reflect the 1 for 1200 reverse stock split. (Refer Note 10)
The accompanying notes are an integral part of these unaudited consolidated financial statements.
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| For GLOBALTEK VENTURES, INC. (formerly known as AMERITEK VENTURES, INC.)
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| Approved on behalf of the Board of Directors |
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| /s/ Shaun Passley |
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| Date: May 11, 2026 |
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| Place: Chicago, Illinois, United States of America |
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GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
For the Three Months Ended
March 31, 2026 and March 31, 2025
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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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Impairment Loss |
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Stock-based compensation |
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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 –debt |
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Gain/(loss) on fair-value changes in investments |
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Other income |
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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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Weighted Average shares used in computing (Basic & Diluted) |
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| For GLOBALTEK VENTURES, INC. (formerly known as AMERITEK VENTURES, INC.)
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| Approved on behalf of the Board of Directors |
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| /s/ Shaun Passley |
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| Director |
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| Date: May 11, 2026 |
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| Place: Chicago, Illinois, United States of America |
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GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
UNAUDITED CONSOLIDATED STATEMENT OF ACCUMULATED DEFICITAND STOCKHOLDERS' EQUITY
For the Three Months Ended March 31, 2026 and December 31, 2025
| Series A | Series B | Series C | Series D | Series E | Common | Additional | Common Control | Retained | Total |
| Pref Stock Amount | Pref Stock Amount | Pref Stock Amount | Pref Stock Amount | Pref Stock Amount | Stock Amount* | Paid-In Capital* | Adjustment Account | Earnings (Accumulated Surplus) | Stockholder’s Equity |
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Balance, December 31, 2024 | $ | $ | $ | $ | $ | $ | $ | $ | $ | |
Net loss three months ended, March 31, 2025 | ( | ( | ||||||||
Balance March 31, 2025 | $ | $ | $ | $ | $ | $ | $ | |||
Balance December 31, 2025 | $ | $ | $ | $ | $ | $ | $ | $ ( | $ | |
reverse Stock Split round up adjustment | ( | |||||||||
Net income (loss) for the three months ended, March 31, 2026 | ( | ( | ||||||||
Balance, March 31, 2026 | $ | $ | $ | $ | $ | $ | $ | $ ( | $ | $ |
* Numbers have been adjusted to reflect the 1 for 1200 reverse stock split. (Refer Note 10)
The accompanying notes are an integral part of these unaudited consolidated financial statements. |
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| For GLOBALTEK VENTURES, INC. (formerly known as AMERITEK VENTURES, INC.)
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| Approved on behalf of the Board of Directors |
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| Date: May 11, 2026 |
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| Place: Chicago, Illinois, United States of America |
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GLOBALTEK VENTURES, INC.
(formerly known as AMERITEK VENTURES, INC.)
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
For the Three Months Ended
March 31, 2026 and December 31, 2025
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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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Other Income |
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Decrease (increase) in assets: |
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Increase (decrease) in liabilities: |
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Short-term advance from affiliate |
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Net cash flow (used in)/ provided by operating activities |
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Cash flows from investing activities: |
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Purchase of franchise and development rights |
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Cash flows from financing activities: |
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| For GLOBALTEK VENTURES, INC. (formerly known as AMERITEK VENTURES, INC.)
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| Approved on behalf of the Board of Directors |
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| /s/ Shaun Passley |
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| Director |
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| Date: May 11, 2026 |
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| Place: Chicago, Illinois, United States of America |
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1.GENERAL ORGANIZATION AND BUSINESS
The Company was organized on December 27, 2010, under the laws of the State of Nevada, as ATVROCKN. On June 20, 2017, the Company changed its corporate name to Ameritek Ventures, Inc (“Ameritek Ventures” or “Ameritek” or the “Company”).
Until October 2024 Ameritek was a software company providing various products. On October 1, 2024, Ameritek sold Ecker Capital, LLC, the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc., to ZenaTech, Inc. On August 14, 2025, Ameritek acquired Galaxy Batteries, Inc. from Epazz, Inc. The Company's current focus is on solid-state batteries (Galaxy Batteries, Inc.), adaptive manufacturing, robotic manufacturing, aerospace services (AeroPass, Inc.), and luxury corporate housing (Chicago Real Estate Partners, LLC). The Common Stock is quoted on https://www.otcmarkets.com/ under ticker symbol ATVK with limited trading.
Ameritek acquired Galaxy Batteries, Inc. from Epazz, Inc., a related party, on August 14, 2025. Ameritek Ventures and Epazz, Inc have common control in Shaun Passley, PhD. The Company's strategic focus is on solid-state batteries through Galaxy Batteries, Inc., adaptive manufacturing, robotic manufacturing, and aerospace services through AeroPass, Inc. Ameritek also formed Chicago Real Estate Partners, LLC to acquire undervalued luxury condominiums and rent them as furnished units to professionals and corporate executives. The Company began purchasing condos in Chicago during the third quarter of 2025 and plans to expand into other major cities to offer corporate housing.
Ameritek entered into a selling agreement with ZenaTech, Inc., a related party, to sell 100% of Ecker Capital, LLC membership shares on October 14, 2024 with an effective date of October 1, 2024. ZenaTech’s controlling stock interest is owned by Epazz, Inc. and Shaun Passley, PhD. ZenaTech, Inc. issued members 5,000 ZenaTech Super Voting Shares 1,583,333 ZenaTech Common Shares and 750,000 ZenaTech Preferred shares (notes 5 and 11). The fair value of the ZenaTech common stock was determined based on the market price quoted on Nasdaq.
Ecker Capital, LLC was the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc. Following the sale, the Company had no significant revenue-generating operations in 2024. In 2025, the Company acquired Galaxy Batteries, Inc. and formed Chicago Real Estate Partners, LLC to pursue its new strategic direction in solid-state batteries, manufacturing, aerospace services, and corporate housing.
Ameritek Ventures is the parent company of the following subsidiaries: AeroPass, Inc., an Indiana Corporation opened to serve the air taxi in the Midwest region, Augumum, Inc., an Indiana Corporation, Chicago Real Estate Partners, LLC, an Illinois Limited Liability CordTell, Inc., an Indiana Corporation, DittoMask, Inc., a Wyoming Corporation, Equock, Inc, an Indiana Corporation, and WeeBeeO, Inc., an Indiana Corporation.
Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2026, the Company had cash of $
Management's plans to address these conditions include obtaining additional related-party or third-party financing, generating lease income from furnished corporate housing units, and reducing operating expenditures. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities.
2.SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPLES
Basis of Preparation
The consolidated financial statements and accompanying notes are prepared under accrual of accounting in accordance with generally accepted accounting principles of the United States of America ("US GAAP"). In the opinion of management, the financial statements include all adjustments, consisting of normal recurring adjustments, considered necessary for a fair presentation of the Company’s financial position, results of operations, stockholders’ equity and cash flows for the periods presented.
Principles of consolidation
The consolidated financial statements include the accounts of Ameritek Ventures, Inc. and its wholly owned subsidiaries. There were no intercompany balances and transactions. The Company maintains a centralized accounting system in which the transactions of Ameritek Ventures, Inc. and its wholly owned subsidiaries are recorded. The consolidated entities include Chicago Real Estate Partners, LLC, and AeroPass, Inc., an Indiana Corporation opened to serve the air taxi in the Midwest region, Augumum, Inc., an Indiana Corporation, CordTell, Inc., an Indiana Corporation, DittoMask, Inc., a Wyoming Corporation, Equock, Inc, an Indiana Corporation, and WeeBeeO, Inc., an Indiana Corporation.
Use of Estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities as of the balance-sheet date, and the reported amounts of revenues and expenses during the reporting periods. Significant estimates include, but are not limited to, the fair value of equity securities, valuation of stock-based compensation, useful lives and recoverability of long-lived and intangible assets, goodwill impairment, the valuation allowance on deferred tax assets, contingent liabilities, and the going-concern assessment. Actual results could differ materially from those estimates.
Cash and Cash Equivalents
Cash and cash equivalents include cash on hand, bank balances. Cash and cash equivalents are recorded at cost, which approximates fair value.
For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
Long-lived Assets
The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flow expected to result from its use and eventual disposition. In cases where undiscounted
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expected future cash flows are less than the carrying value, an impairment loss is recognized as equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.
Property and Equipment
Equipment is recorded at its acquisition cost, which includes the costs to bring the equipment to the condition and location for its intended use, and equipment is depreciated using the straight-line method over the estimated useful life of the related asset as follows:
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Amortization of leasehold improvements is computed using the straight-line method over the shorter of the remaining lease term or the estimated useful lives of the improvements.
Assets held under capital leases are recorded at the lower of the net present value of the minimum lease payments or the fair value of the leased asset at the inception of the lease. Amortization expense is computed using the straight-line method over the useful lives of the assets due to transfer of ownership after the lease term has expired.
Maintenance and repairs will be charged to expenses as incurred. Significant renewals and betterments will be capitalized. At the time of retirement or other disposition of equipment, the cost and accumulated depreciation will be removed from the accounts and the resulting gain or loss, if any, will be reflected in operations.
Property and equipment are evaluated for impairment whenever impairment indicators are prevalent. The Company will assess the recoverability of equipment by determining whether the depreciation and amortization of these assets over their remaining life can be recovered through projected undiscounted future cash flows. The amount of equipment impairment, if any, will be measured based on fair value and is charged to operations in the period in which such impairment is determined by management.
Real estate held for investment and rental operations is stated at cost less accumulated depreciation and impairment, if any. Cost includes expenditures directly attributable to the acquisition and improvement of the properties. Ordinary repairs and maintenance are charged to expense as incurred; renewals and betterments that materially extend the useful life of the assets are capitalized. Buildings and improvements are depreciated on a straight-line basis over their estimated useful lives; land is not depreciated. The Company evaluates long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. If such assets are considered impaired, the impairment recognized is the amount by which the carrying amount exceeds fair value. Properties meeting the held-for-sale criteria are reported at the lower of carrying amount or fair value less cost to sell, and depreciation ceases. Rental income is recognized in accordance with ASC 842.
Intangible Assets and Intellectual Property
Intangible assets are amortized using the straight-line method over their estimated period of benefit of five to fifteen years. We evaluate the recoverability of intangible assets periodically and take into consideration events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization. The Company has a US Patent 9217598B2 for FlexFridge, a foldable refrigerator and product development costs both were fully impaired during 2025 because, based on the Company’s current business plans, management determined that these assets are not expected to generate future economic benefits.
Franchise and development rights
The Company capitalizes amounts paid to acquire franchise and area development rights as finite-lived intangible assets when the payments represent the cost of obtaining identifiable contractual rights expected to provide future economic benefit. Franchise and development rights are recorded at cost and amortized on a straight-line basis over their estimated useful life of 10 years. The Company reviews these assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. Costs related to pre-opening activities, and other start-up activities are expensed as incurred.
Goodwill
The Company evaluates the carrying value of goodwill each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit's carrying amount, including goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach, and the market approach, which utilizes comparable companies' data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.
The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company's evaluation of goodwill resulted in impairment losses for the year ended December 31, 2025.
The Company does not amortize goodwill.
Fair Value of 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
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accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company has debt instruments that require fair value measurement on a recurring basis.
Stock-based compensation
The Company accounts for share-based payment awards issued to employees and nonemployees based on the grant-date fair value of the awards or, if more readily determinable, the fair value of the goods or services received. Compensation cost is recognized over the requisite service period or at the date the goods or services are received, as applicable. Equity issuances to settle services provided by related parties are separately disclosed in the related-party note when material. During the year ended December 31, 2025, the Company issued 366,000,000 shares of common stock (equivalent to 305,000 shares post 1:1200 reverse stock split) to related parties for services rendered. The fair value of the shares was determined based on the market price of the Company’s common stock on the grant date.
Total stock-based compensation expense recognized during the year ended December 31, 2025 was $
There was
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.
Dividends
The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.
Revenue Recognition
We account for revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.”
Performance Obligations
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are classified as deferred revenue on the balance sheet.
Our Company sold software with the following terms, twelve months, six months, three months and one month. Ameritek earned its revenue with the passage of time. Any unearned revenue was classified as deferred revenue. For each reporting period we prepared a schedule to separate the revenue earned from the deferred revenue and booked the deferred amount. Deferred revenue are payments received from customers for products or services that have not been delivered yet. There are no costs associated with the deferred revenue since all the costs are incurred in day-to-day operations and through the passage of time.
We had no outstanding performance obligations comprised of deferred revenue as of March 31, 2026, and March 31, 2025.
Revenue Recognition
The Company currently earns its revenue from luxury furnished rental units through Chicago Real Estate Partners, LLC on accrual basis as per revenue recognition criteria in line with ASC 842.
Collection Policy
When all collections of activities are exhausted and an account receivable is deemed uncollected, the company creates a reserve in the allowance for doubtful accounts. Based on management experience, which may involve obtaining a legal opinion on its collectability, the company will then write off the amount uncollectible by reducing the allowance for doubtful accounts.
Investment in Securities
The Company accounts for investments in securities in accordance with ASC 321. Equity securities with readily determinable fair values are measured at fair value with changes in fair value recognized in earnings.
Ameritek entered into a selling agreement with ZenaTech, Inc., a related party, to sell 100% of Ecker Capital, LLC membership shares on October 14,2024, with an effective date of October 1, 2024. ZenaTech’s controlling stock interest is owned by Epazz, Inc. and Shaun Passley, PhD. ZenaTech, Inc. issued members 5,000 ZenaTech Super Voting Shares, 1,583,333 ZenaTech Common Shares and 750,000 ZenaTech Preferred shares (notes 5 and 11). Ecker Capital, LLC is the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc. The fair value of the ZenaTech common stock was determined based on the market price quoted on Nasdaq.
As of March 31, 2026, the Company held investments in ZenaTech, Inc. The fair value of these investments amounted to $
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As of March 31, 2026, a significant portion of the Company’s assets consisted of the investment in ZenaTech, Inc., Accordingly, the Company’s financial position and results of operations are significantly affected by changes in the market price and financial condition of that investee.
Income Taxes
The Company accounts for income taxes using the asset-and-liability method. Deferred tax assets and liabilities are recognized for the expected future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as for net operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance when, based on available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained upon examination by the relevant taxing authority. Interest and penalties related to uncertain tax positions are recognized as a component of income tax expense.
Segment Information
Operating segments are defined as components of an entity for which discrete financial information is available and is regularly reviewed by the Chief Operating Decision Maker (“CODM”) in making decisions regarding resource allocation and performance assessment. The Company’s CODM is its sole Director. The Company has determined it has one operating and reportable segment as the CODM reviews financial information presented on a consolidated basis for purposes of allocating resources and evaluating financial performance.
Recent Accounting Pronouncements
The Company has reviewed all recently issued, but not yet effective, accounting pronouncements issued by the Financial Accounting Standards Board (“FASB”). The Company does not believe that any such pronouncements, if currently adopted, would have a material impact on its consolidated financial statements. The Company is currently evaluating the impact of recently issued accounting standards and will adopt such standards as applicable when they become effective.
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’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:
Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.
Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).
Level 3 – Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.
The following schedules summarize the valuation of financial instruments at fair value in the balance sheets as of March 31, 2026 and December 31, 2025.
| Fair Value Measurements as of March 31, 2026 |
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Level 1 |
| Level 2 |
| Level 3 |
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Assets |
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Investment in 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 |
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Total liabilities | $ |
| $ |
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| Fair Value Measurements as of December 31, 2025 |
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| Level 2 |
| Level 3 |
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Assets |
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Investment in 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 |
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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 December 31, 2025 and March 31, 2026, 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.
There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the balance sheet periods as of March 31, 2026, and December 31, 2025. Accounts payable and accrued interest are being carried at amortized costs which are approximate to their fair values.
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4.PROPERTY AND EQUIPMENT
Property and equipment consisted of the following for the three months ended March 31, 2026 and year ended December 31, 2025.
| March 31, 2026 |
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| December 31, 2025 |
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Furniture and fixtures | $ |
| $ |
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Computer and equipment |
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Software |
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Real Estate Investment* |
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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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*Through Chicago Real Estate Partners, LLC, Ameritek purchased luxury condominiums in Chicago, Illinois and intends to rent them as furnished corporate housing units. Real estate held for investment and rental operations consisted of luxury condominiums $
5.ACQUISITIONS & DIVESTITURES
Acquisition of Galaxy Batteries, Inc. Under common control
On August 14, 2025, Ameritek Ventures, Inc. (the “Company”) acquired 100% of the outstanding equity interests of Galaxy Batteries, Inc. from Epazz, Inc., a related party and controlling shareholder of the Company, in exchange for 10,000,000,000 shares of the Company’s common stock (equivalent to 8,333,334 shares post 1:1200 reverse stock split). Because the entities were under common control both before and after the transaction, the acquisition was accounted for as a transaction between entities under common control in accordance with ASC 805-50. Accordingly, the assets acquired and liabilities assumed were recorded at their historical carrying amounts as reflected in the accounts of the transferring entity or the common parent.
At the date of transfer, Galaxy Batteries, Inc. did not have recorded assets or liabilities. Accordingly, no net assets were recognized by the Company in connection with the transaction.
The issuance of the Company’s common stock was recorded within stockholders’ equity, including common stock at par value and the related additional paid-in capital, with the offset reflected as a common control reserve within equity. No goodwill, intangible assets, or fair value step-up were recognized as a result of this transaction.
An independent valuation of Galaxy Batteries, Inc. was obtained in connection with the transaction; however, that valuation did not affect the accounting treatment of the transaction under U.S. GAAP.
Sale of Ecker Capital, LLC
Ameritek Ventures, Inc. entered into an acquisition agreement with ZenaTech, Inc. to sell Ecker Capital, LLC ("Ecker") on October 14, 2024, with an effective date of October 1, 2024. Ecker Capital, LLC is a subsidiary of Ameritek Ventures, Inc.
In consideration of the purchase of Ecker, ZenaTech issued to Ameritek the following shares:
-5,000 Super Voting Shares
-1,583,333 Common Shares and
-750,000 Preferred Shares
Epazz is the principal shareholder of Ameritek with more than 90% voting control of Ameritek. Shaun Passley, PhD is the sole director and the CEO of Ameritek and the Managing Director of Ecker. Since Shaun Passley, PhD is also the Chief Executive Officer, a director and a stockholder of ZenaTech he is considered a related party to Ecker, Ameritek and ZenaTech and, therefore, Ecker and Ameritek are considered "related parties" to ZenaTech, and the acquisition of Ecker by ZenaTech constituted a related party transaction.
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 following table describes the Sale of Ecker Capital, Inc. as of October 1, 2024.
| USD |
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Assets |
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Cash | $ |
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Accounts receivable |
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Less Liabilities |
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Accounts payable |
| ( | ) |
Deferred revenue |
| ( | ) |
SBA Loan – Interactive Systems, Inc. |
| ( | ) |
SBFS LLC Loan |
| ( | ) |
Net Assets (Liabilities) | $ | ( | ) |
Gain on disposal and fair value changes in investment, net represents the the gain recognized upon deconsolidation of the Company’s former subsidiary in connection with the stock-for-stock exchange with Zenatech Inc., measured based on the fair value of the Zenatech shares received on the transaction date, and subsequent unrealized gains and losses arising from changes in the fair value of the Zenatech shares through the reporting dates. The ZenaTech stock is measured
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at fair value, with subsequent changes in fair value recognized in net income in accordance with U.S. GAAP. The transaction was with a related party, see Related Parties footnote below.
6.PRODUCT DEVELOPMENT COSTS
Product Development
Ameritek retired product development from Interactive Systems and interlink ONE during 2024 with the sale of Ecker Capital, LLC to ZenaTech, Inc.
Below we show the product development activity as of December 31, 2025.
|
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| Accumulated | Beginning | Amortization | Total | Net |
| Basis | Additions | Amortization | Book Value | 12 Mo. Period End. | Amortization | Book Value |
| 12/31/2024 | 12/31/2025 | 12/31/2024 | 12/31/2024 | 12/31/2025 | 12/31/2025 | 12/31/2025 |
Ameritek | $ | $ | $ | $ | $ | $ | $ |
Less: Impairment | – | – | – | – | – | – | $(96,000) |
InterlinkONE - retired | |||||||
Interactive Systems - retired | |||||||
Total costs | $ | $ | $ | $ | $ | $ | $ |
7.FRANCHISE AND DEVELOPMENT RIGHTS
On July 3, 2025, Shaun Passley entered into an Area Development Agreement with Anytime Fitness Franchisor LLC for the development of three fitness centers in Chicago, Illinois and on the same date assigned all of his rights, title, and interest in the agreement to the Company. Under the agreement, the development fee is nonrefundable, fully earned at signing, and relates to the area development rights rather than to any individual franchise agreement. Management has determined that the franchise and development rights have an estimated useful life of 10 years and, accordingly, the asset is amortized on a straight-line basis over that period. At March 31, 2026, franchise and development rights were recorded at $
8.GOODWILL
The Company did
Goodwill activity is described in the table below, as of December 31, 2025.
2025(USD) | |
Beginning balance | $ |
Additions | |
Disposals / retirements | |
Impairment | |
Ending balance |
During the year ended December 31, 2025, management identified indicators of impairment, including the cessation of operations relating to software services, the Company’s transition into new business lines, and the absence of operating revenue during the year. Accordingly, the Company performed a goodwill impairment assessment in accordance with ASC 350, Intangibles — Goodwill and Other.
Based on the impairment assessment performed, management determined that the amount of goodwill carried was not fully recoverable. Accordingly, the Company recognized a goodwill impairment loss of $1,771,676 for the year ended December 31, 2025, which has been recorded in the consolidated statement of operations. After recognition of the impairment loss, the remaining goodwill balance as of December 31, 2025 amounted to $0.
During 2024, the Company sold Ecker Capital, LLC to ZenaTech, Inc. As part of that transaction, the goodwill associated with Interactive Systems, Inc. was derecognized.
9.DEBT
Debt consisted of the following as of March 31, 2026 and December 31, 2025:
Notes outstanding as of , in USD | March 31, 2026 | December 31, 2025 |
Related-party note payable – Epazz, Inc. ($200,000 note) | ||
Related-party note payable – Epazz, Inc. ($1,000,000 note) | ||
Related-party note payable – Epazz, Inc. ($250,000 note) | ||
Cloud Builder, Inc. promissory note | ||
Advocate CPA, Inc. demand note | ||
Gross debt obligations | ||
Less: current portion | ( | ( |
Long-term debt, net of current portion |
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Certain debt obligations are due to Epazz, Inc., a related party. Epazz, Inc. owns the Company’s voting stock, and Shaun Passley, PhD is the majority owner of Epazz, Inc.’s voting stock and President of the Company. These notes were assumed in prior business combinations and remain outstanding as of December 31, 2025.
The significant terms of debt outstanding are as follows:
This note bears interest at
This note bears interest at
This note bears interest at
The outstanding balance of this note was $
The Company has a $
The Company followed the terms of its debt agreements as of March 31, 2026 and December 31, 2025.
10.STOCKHOLDER’S EQUITY AND CONTRIBUTED CAPITAL
Reverse Stock Split
Series A Preferred Stock
The Company is authorized to issue
There were
Series B Preferred Stock
The Company is authorized to issue
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
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Series D Preferred Stock
The Company is authorized to issue
There were
Series E Preferred Stock
The Company is authorized to issue
There were
Common Stock
Ameritek had 11,000,000,000 (previous year 11,000,000,000) authorized shares of $
There were 11,000,000,000 shares of common stock authorized, 10,949,226,791 (equivalent to 9,124,451 shares post 1:1200 reverse stock split) issued and outstanding as of December 31, 2025.
11.RELATED PARTIES
We organized the related party transactions in the table below according to ASC 850 by total as of March 31, 2026 and December 31, 2025.
The Company has entered into transactions with related parties in the ordinary course of business. Epazz, Inc. owns more than 90% of the Company’s voting stock. Shaun Passley, PhD, the Company’s Chairman of the Board, Secretary, President, Chief Executive Officer, Chief Financial Officer and Chief Operating Officer, is the majority owner of Epazz, Inc.’s voting stock. Accordingly, transactions with Epazz, Inc., certain family members of Shaun Passley, PhD, and affiliated entities are considered related-party transactions.
As of March 31, 2026 and December 31, 2025, balances with related parties consisted of the following:
Related party | Nature of balance | March 31, 2026 (USD) | December 31, 2025 (USD) | |
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The Company had the following material related-party transactions during the three months ended March 31, 2026 and for the year ended December 31, 2025,
Related party | Nature of transaction | March 31, 2026 (USD) | December 31, 2025 (USD) | |
As of March 31, 2026 and December 31, 2025, related parties held the following equity interests in the Company:
Related party | Relationship | Security | March 2026 Number of stock* | 2025 Number of stock* | |
* Numbers have been adjusted to reflect the 1 for 1200 reverse stock split. (Refer Note 10)
On January 15, 2025, the Company entered into a Stock Compensation Agreement with Shaun Passley, PhD, pursuant to which the Company agreed to issue 300,000,000 (equivalent to 250,000 shares of restricted common stock post 1:1200 reverse stock split) shares of restricted common stock to Mr. Passley as compensation for services rendered and to be rendered during the fiscal year ending December 31, 2025. The shares were valued for an aggregate compensation value of $391,575. The agreement states that the shares were issued in lieu of cash salary to preserve the Company’s cash resources. Mr. Passley serves as Chairman of the Board, President and Chief Executive Officer of the Company, and the transaction is therefore a related party transaction under ASC 850.
On January 15, 2025, the Company entered into a Management Services Agreement with Epazz, Inc., a related party, for infrastructure management, salary and personnel administration, accounting and bookkeeping support, corporate administration, and strategic planning services through December 31, 2025. The Company issued 66,000,000 shares of restricted common stock (equivalent to 55,000 shares of restricted common stock post 1:1200 reverse stock split) to Epazz, Inc. for an aggregate value of $86,147.
The Company has also disclosed related-party transactions with ZenaTech, Inc., an affiliated entity. Ameritek Ventures, Inc. entered into an acquisition agreement with ZenaTech, Inc. to sell Ecker Capital, LLC ("Ecker") on October 14, 2024, with an effective date of October 1, 2024. Ecker Capital, LLC is a subsidiary of Ameritek Ventures, Inc.
In consideration of the purchase of Ecker, ZenaTech issued to Ameritek the following shares:
-5,000 Super Voting Shares
-1,583,333 Common Shares and
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-750,000 Preferred Shares
The Company is dependent on related-party financing and operational support from Epazz, Inc. and affiliated entities. As of December 31, 2025, a substantial portion of the Company’s liabilities consisted of amounts due to related parties. The Company’s ability to fund operations is dependent on continued support from these related parties.
Except as disclosed above, management determined that no other material-related-party balances or transactions required separate disclosure in these financial statements.
12.BASIC & DILUTED EARNINGS PER SHARE
The following table presents the calculation of basic and diluted earnings per share:
Three Months Ended March 31, 2026 | Year Ended March 31, 2025 | |
Net income (loss) attributable to common shareholders | ( | ( |
Weighted average shares outstanding — Basic | ||
Basic earnings (loss) per share | ( | ( |
Weighted average shares outstanding — Diluted | ||
Diluted earnings (loss) per share | ( | ( |
The number of shares used for the calculation of basic and diluted earning per share for current year and previous year have been calculated after giving retrospective effect to the reverse stock split which resulted in the automatic conversion of every 1,200 shares of the Company’s common stock into one (1) share of common stock. (Refer Note 10)
13.CONTINGENT LIABILTIES & CAPITAL COMMITMENTS
As of March 31, 2026, the Company was involved in the following legal proceedings.
Meridian Pacific Holdings, LLC filed a lawsuit related to financing for fiber optic assets $1.6 million, but all claims against the Company were dismissed in October 2023. However, Meridian Pacific has asserted a creditor claim for approximately $396,350 in a custodianship proceeding in Nevada, which remains unresolved. In a separate matter, the Company is seeking the cancellation of approximately 19,770,000 shares issued to Clinton L. Stokes in 2017, along with 71,429 shares issued to Meridian Pacific, due to lack of valid consideration. Additionally, Meridian Pacific and Clinton L. Stokes have filed derivative claims against the Company. The management believes that the outcome of these litigations would not have any material impact on the financial statements. These matters are disclosed as contingent liabilities in accordance with US GAAP (ASC 450 - Contingencies), with the trial for these cases scheduled for June 2026.
The Company had
14.INCOME TAXES
The Company accounts for income taxes in accordance with ASC 740, Income Taxes, using the asset and liability method. Under this method, deferred tax assets and liabilities are determined based on temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities and are measured using enacted tax rates expected to apply in the periods in which those temporary differences are expected to reverse. The Company recognizes the benefit of uncertain tax positions only when such positions are more likely than not to be sustained upon examination by the relevant taxing authorities. Interest and penalties related to uncertain tax positions, if any, are recognized as a component of income tax expense.
The Company did
The Company has not recognized a net deferred tax asset related to its net operating loss carryforwards and other deductible temporary differences because, based on the weight of available evidence, management has concluded that it is not more likely than not that such deferred tax assets will be realized. Accordingly, a full valuation allowance would be required against any deferred tax assets arising from such items.
The Company’s investment in ZenaTech, Inc. includes unrealized gains recognized in the financial statements. Based on management’s assessment and the stated intent of the controlling shareholder, the realization of such unrealized gains is not expected in the foreseeable future. Accordingly, management has concluded that no deferred tax liability has been recognized with respect to such unrealized gains as of December 31, 2025. This assessment involves significant judgment, and any change in management’s intent or future disposition plans may result in recognition of deferred tax liabilities in future periods. Management believes there were no uncertain tax positions requiring recognition or disclosure as of December 31, 2025.
15.SUBSEQUENT EVENTS
On
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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, 2024.
Business Overview
Until October 2024 GlobalTek (formerly Ameritek) was a software company providing various products. On October 1, 2024, the Company sold Ecker Capital, LLC, the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc., to ZenaTech, Inc. On August 14, 2025, GlobakTek acquired Galaxy Batteries, Inc. from Epazz, Inc. The Company's current focus is on solid-state batteries (Galaxy Batteries, Inc.), adaptive manufacturing, robotic manufacturing, aerospace services (AeroPass, Inc.), and luxury corporate housing (Chicago Real Estate Partners, LLC). The Common Stock is quoted on https://www.otcmarkets.com/ under ticker symbol ATVK with limited trading.
The Company acquired Galaxy Batteries, Inc. from Epazz, Inc., a related party, on August 14, 2025. GlobalTek Ventures and Epazz, Inc have common control in Shaun Passley, PhD. The Company's strategic focus is on solid-state batteries through Galaxy Batteries, Inc., adaptive manufacturing, robotic manufacturing, and aerospace services through AeroPass, Inc. Ameritek also formed Chicago Real Estate Partners, LLC to acquire undervalued luxury condominiums and rent them as furnished units to professionals and corporate executives. GlobalTek began purchasing condos in Chicago during the third quarter of 2025 and plans to expand into other major cities to offer corporate housing.
GlobalTek entered into a selling agreement with ZenaTech, Inc., a related party, to sell 100% of Ecker Capital, LLC membership shares on October 14, 2024 with an effective date of October 1, 2024. ZenaTech’s controlling stock interest is owned by Epazz, Inc. and Shaun Passley, PhD. ZenaTech, Inc. issued members 5,000 ZenaTech Super Voting Shares 1,583,333 ZenaTech Common Shares and 750,000 ZenaTech Preferred shares (notes 5 and 11). The fair value of the ZenaTech common stock was determined based on the market price quoted on Nasdaq.
Ecker Capital, LLC was the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc. Following the sale, the Company had no significant revenue-generating operations following 2024. In 2025, the Company acquired Galaxy Batteries, Inc. and formed Chicago Real Estate Partners, LLC to pursue its new strategic direction in solid-state batteries, manufacturing, aerospace services, and corporate housing.
GlobalTek Ventures is the parent company of the following subsidiaries: AeroPass, Inc., an Indiana Corporation opened to serve the air taxi in the Midwest region, Augumum, Inc., an Indiana Corporation, Chicago Real Estate Partners, LLC, an Illinois Limited Liability Company, CordTell, Inc., an Indiana Corporation, DittoMask, Inc., a Wyoming Corporation, Equock, Inc, an Indiana Corporation, and WeeBeeO, Inc., an Indiana Corporation.
On April 16, 2026 the Company changed its name from Ameritek Ventures, Inc. to GlobalTek Ventures, Inc. to better reflect its future business plans.
Going concern
The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As of March 31, 2026, the Company had cash of $26,883, current liabilities of $2,584,141, current assets of $26,883, and a working capital deficit of $2,557,258. The Company generated operating revenue of $2,400 during the three months ended March 31, 2026 and continues to rely on related-party financing and other external sources of liquidity to fund operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern within one year after the date these consolidated financial statements are issued.
Management's plans to address these conditions include obtaining additional related-party or third-party financing, generating lease income from furnished corporate housing units, and reducing operating expenditures. These consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities.
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, 2026.
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, 2026.
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.
Results of Operations
For the three months ended March 31, 2026, and 2025
GlobalTek had no revenue during three months ended March 31, 2026, or 2025, respectively. The Company had one major events during this quarter, it purchased one real estate properties to use them as rentals and it purchased Galaxy Batteries, Inc. from Epazz, Inc., a related party. Epazz, Inc. is owned by Shaun Passley, PhD, the CEO of Ameritek.
GlobalTek had some general and administrative expenses and they relate to rent expense and maintenance.
The Company incurred an unrealized gain on investment in ZenaTech, Inc, a related party, of about $3 million during the first quarter of 2026 as compared to $9 million recorded during the first quarter of 2026, due to currency valuations. The voting stock of ZenaTech, Inc. is controlled by Shaun Passley, PhD, the President and CEO of GlobalTek.
Liquidity and Capital Resources
Cash Flow
The Company currently funds its operations, including working capital and capital expenditure, 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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| March 31, | ||
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| 2026 |
| 2025 |
Cash flow (used in) provided by operating activities | $ | (184,907) | $ | 331,694 | $ | 516,601 |
Cash flow (used in) provided by investing activities | $ | 216,812 | $ | (288,930) | $ | (505,742) |
Cash flow (used in) provided by financing activities | $ | 8,316 | $ | – | $ | (8,316) |
Operating activities
The cash outflows do not compare directly since GlobalTek had two different businesses during the first three months of 2026, when it is branching into the real estate industry, and the similar 2025 period, when it operated in the software industry. The Company purchased one real estate property to use them as rentals and during the first three quarters of 2026. GlobalTek's operations were affected by the unrealized gain on the ZenaTech investment of almost $2 million.
Investing Activities
GlobalTek invested by purchasing a condominium for $288,930 during the three months ending March 31, 2026, as compared to the purchase of two condominiums during 2025.
Financing Activities
GlobalTek paid $8,316 as repayment of long-term debt during the three months ended March 31, 2026. There were two cash outflows during the first three months of 2025, one for franchise fees of $82,500 and one for $423,242 for the purchase of real estate.
Cash and Cash Equivalents
The Company had $26,883 in cash as of March 31, 2026, as compared with $2,543 as of December 31, 2025, an increase of $24,340.
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, 2025, or for the year ended December 31, 2024.
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).
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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 March 31, 2026 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.
Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:
| 1) | lack of a functioning audit committee resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and |
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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, 2026 and for the year ended December 31, 2025, 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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| Consent of Independent Registered Public Accounting Firm |
31.1 |
| Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1) |
31.2 |
| Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1) |
32.1 |
| Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1) |
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.
| GLOBALTEK VENTURES, INC. |
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Dated: May 13, 2026 | By: | /s/ Shaun Passley |
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| Shaun Passley, PhD |
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| Chief Executive Officer, CFO, Chairman |
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