ZenaTech (ZENA) CEO and affiliates report control of 86.5% equity votes

Rhea-AI Filing Summary

ZenaTech, Inc. received an amended Schedule 13D/A from Dr. Shaun Passley, Epazz Inc., and Ameritek Ventures Inc. detailing their ownership and control positions. Dr. Passley is reported to beneficially own 287,828,839 shares, representing 86.5% of the class, through direct holdings and entities he controls.

The filing explains that Dr. Passley, as CEO of ZenaTech and controlling shareholder of Epazz and Ameritek, holds 7,668,205 common shares, 5,120,000 preferred shares and 35,000 super-voting shares personally, with Epazz and Ameritek holding additional common, preferred and super-voting shares. Preferred shares are convertible into three common shares and each super-voting share carries 1,000 votes, for a total of 332,699,794 votes assuming full conversion and exercise of voting rights. The interests arise from equity grants under a new CEO employment agreement and shares issued for asset acquisitions approved at a Special Meeting of Shareholders.

Insights

Equity ownership & governance analyst

Filing confirms ZenaTech’s CEO and affiliates hold effective voting control via super-voting and preferred shares.

The Schedule 13D/A shows Dr. Shaun Passley, together with Epazz Inc. and Ameritek Ventures Inc., beneficially owning 287,828,839 shares, or 86.5% of ZenaTech’s equity. This includes common, preferred and super-voting shares, giving them dominant influence over shareholder decisions.

Preferred shares are convertible into common at a three-for-one ratio and each super-voting share carries 1,000 votes. On this basis, the filing cites 332,699,794 aggregate votes. Because Dr. Passley holds 95% voting control of Epazz and Ameritek, he effectively controls voting rights for their ZenaTech holdings as well.

The filing attributes this structure partly to equity grants under a new CEO employment agreement and shares issued for an asset acquisition from Epazz, both approved at a Special Meeting of Shareholders on January 30, 2026. Future company actions requiring shareholder approval will largely depend on decisions by Dr. Passley and his controlled entities, as described in this ownership disclosure.

Key Figures

Dr. Passley beneficial ownership: 287,828,839 shares Dr. Passley percentage of class: 86.5% Epazz beneficial ownership: 220,967,301 shares +5 more

8 metrics

Dr. Passley beneficial ownership 287,828,839 shares Aggregate amount beneficially owned; 86.5% of class

Dr. Passley percentage of class 86.5% Percent of class represented by 287,828,839 shares

Epazz beneficial ownership 220,967,301 shares Aggregate amount beneficially owned; 66.4% of class

Epazz percentage of class 66.4% Percent of class represented by Epazz holdings

Ameritek beneficial ownership 8,333,333 shares Aggregate amount beneficially owned; 2.5% of class

Vote-conversion total 332,699,794 votes Total votes assuming preferred conversion and super-voting rights

Preferred conversion ratio 3 common shares per preferred Each preferred share convertible into three common shares

Super-voting power 1,000 votes per share Each super-voting share carries 1,000 votes

Key Terms

beneficially owned, super-voting shares, preferred shares, Schedule 13D, +2 more

6 terms

beneficially owned financial

"11Aggregate amount beneficially owned by each reporting person 287,828,839.00"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

super-voting shares financial

"35,000 super-voting shares held by Dr. Passley"

preferred shares financial

"Each preferred share is convertible into three common shares."

Preferred shares are a type of investment that gives investors priority over common shareholders when it comes to receiving dividends and getting their money back if a company is sold or liquidated. Think of them as a safer, more predictable way to earn income from a company's profits, similar to a fixed-return investment, but without voting rights. This makes preferred shares appealing to those seeking stable income with a higher claim on assets than regular stockholders.

Schedule 13D regulatory

"If the filing person has previously filed a statement on Schedule 13G"

A Schedule 13D is a legal document that investors file with regulators when they buy a large enough stake in a company to potentially influence its management or decisions. It provides details about the investor’s intention, ownership stake, and plans, helping other investors understand who is gaining control and what their motives might be.

Special Meeting of Shareholders regulatory

"relating to the Special Meeting of Shareholders (the Special Meeting) of the Company"

Information Circular regulatory

"as described in the Information Circular (the Information Circular) relating to the Special Meeting"

An information circular is a formal document sent to shareholders before a corporate vote or major transaction that explains the proposal, background facts, financial terms, potential conflicts of interest and how to cast a vote. It matters to investors because it provides the key facts and risks needed to make an informed decision about their shares, like a detailed brochure you read before voting in a neighborhood association to understand who benefits and why.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 3)

ZenaTech, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00098936T

(CUSIP Number)

Dr. Shaun Passley
777 Hornby Street, Suite 1460,
Vancouver, A1, V6Z 1S4
(647) 249-1622

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

03/17/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

schemaVersion:

SCHEDULE 13D

CUSIP Number(s): 00098936T

1

Name of reporting person

Dr. Shaun Passley

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 58,028,205.00
8	Shared Voting Power 287,828,839.00
9	Sole Dispositive Power 58,028,205.00
10	Shared Dispositive Power 287,828,839.00

11

Aggregate amount beneficially owned by each reporting person

287,828,839.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

86.5 %

14

Type of Reporting Person (See Instructions)

IN

Comment for Type of Reporting Person:

Comprised of (i) 7,668,205 common shares, 5,120,000 preferred shares and 35,000 super-voting shares held by Dr. Passley, (ii) 10,867,301 common shares, 21,700,000 preferred shares and 145,000 super-voting shares held by Epazz, Inc. ("Epazz"), and (iii) 1,583,333 common shares, 750,000 preferred shares and 5,000 super-voting shares held by Ameritek Ventures Inc. ("Ameritek"). Each preferred share is convertible into three common shares. Each super-voting share carries 1,000 votes per share. The aggregate number of votes available at the Company, assuming the conversion of all preferred shares to common shares and the exercise of voting rights attached to such common shares and the exercise of voting rights attached to all super-voting shares, is 332,699,794. Dr. Passley is the sole director and officer of Epazz and is its principal shareholder with 95% voting control of Epazz, Inc. Dr. Passley is a director, officer, and principal shareholder of Ameritek of which Epazz is the principal shareholder with 95% voting control of Ameritek. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek.

SCHEDULE 13D

CUSIP Number(s): 00098936T

1

Name of reporting person

Epazz Inc

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

WYOMING

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 220,967,301.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 220,967,301.00

11

Aggregate amount beneficially owned by each reporting person

220,967,301.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

66.4 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Comprised of 10,867,301 common shares, 21,700,000 preferred shares and 145,000 super-voting shares held by Epazz. Each preferred share is convertible into three common shares. Each super-voting share carries 1,000 votes per share. The aggregate number of votes available at the Company, assuming the conversion of all preferred shares to common shares and the exercise of voting rights attached to such common shares and the exercise of voting rights attached to all super-voting shares, is 332,699,794. Dr. Passley is the sole director and officer of Epazz and is its principal shareholder with 95% voting control of Epazz, Inc. Dr. Passley is a director, officer, and principal shareholder of Ameritek of which Epazz is the principal shareholder with 95% voting control of Ameritek. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek.

SCHEDULE 13D

CUSIP Number(s): 00098936T

1

Name of reporting person

Ameritek Ventures, Inc.

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

NEVADA

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 8,333,333.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 8,333,333.00

11

Aggregate amount beneficially owned by each reporting person

8,333,333.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

2.5 %

14

Type of Reporting Person (See Instructions)

CO

Comment for Type of Reporting Person:

Comprised of 1,583,333 common shares, 750,000 preferred shares and 5,000 super-voting shares held by Ameritek. Each preferred share is convertible into three common shares. Each super-voting share carries 1,000 votes per share. The aggregate number of votes available at the Company, assuming the conversion of all preferred shares to common shares and the exercise of voting rights attached to such common shares and the exercise of voting rights attached to all super-voting shares, is 332,699,794. Dr. Passley is the sole director and officer of Epazz and is its principal shareholder with 95% voting control of Epazz, Inc. Dr. Passley is a director, officer, and principal shareholder of Ameritek of which Epazz is the principal shareholder with 95% voting control of Ameritek. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek.

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Common Stock
(b)	Name of Issuer: ZenaTech, Inc.
(c)	Address of Issuer's Principal Executive Offices: 777 HORNBY STREET, SUITE 1460, VANCOUVER, BRITISH COLUMBIA, CANADA , V6Z 1S4.
Item 1 Comment: This Schedule 13D relates to the common shares, preferred shares and super-voting shares of ZenaTech Inc., a British Columbia, Canada corporation (the "Issuer"). The principal executive offices of the Issuer are located at Suite 1460, 777 Hornby Street, Vancouver, British Columbia V6Z 1S4 Canada.
Item 2.	Identity and Background
(a)	Shaun Passley
(b)	777 Hornby Street, Suite 1460 Vancouver, British Columbia Canada V6Z 1S4
(c)	This statement on Schedule 13D is filed on behalf of Epazz, Inc. (Epazz) and Dr. Shaun Passley (collectively the Reporting Persons) subsequent to shareholder approval of (i) the issuance of equity grants to Dr. Passley under a new employment agreement between the Company and Dr. Passley (the New CEO Agreement) and (ii) the acquisition by the Company of certain assets from Epazz, as described in the Information Circular (the Information Circular) relating to the Special Meeting of Shareholders (the Special Meeting) of the Company held on January 30, 2026 (a copy of which was filed by the Company with the SEC under cover of Form 6-K dated January 12, 2026). Dr. Passley is the sole director and officer of Epazz and is its principal shareholder with 95% voting control of Epazz. Dr. Passley is also the sole director, officer, and principal shareholder of Ameritek, as Epazz is the principal shareholder of Ameritek with 95% voting control of Ameritek. Epazz is organized under the laws of the State of Wyoming and its business address is 55 E. Jackson Blvd. Chicago, IL 60604. Epazz is in the business of developing technology. Dr. Passley is a USA citizen and is the sole director and officer of Epazz. Dr. Passley's principal occupation is the CEO of the Issuer.
(d)	During the past five years, none of the Reporting Persons have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). During the past five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
(e)	N/A
(f)	U.S.A.
Item 3.	Source and Amount of Funds or Other Consideration
	Dr. Passley was issued super-voting shares and preferred shares by the Company pursuant to the New CEO Employment Agreement subsequent to receiving shareholder approval for the grants at the Special Meeting. Epazz was issued super-voting shares and preferred shares subsequent to receiving shareholder approval for the acquisition by the Company of certain assets from Epazz at the Special Meeting. See the Information Circular and Section 5(c) below for more information.
Item 4.	Purpose of Transaction
	The Reporting Persons acquired the Issuer's common stock for investment purposes. None of the Reporting Persons have any plans or proposals which relate to or would result in any of the matters listed in Items 4(a) to 4(j) of Schedule 13D.
Item 5.	Interest in Securities of the Issuer
(a)	The beneficial holdings of Epazz, Ameritek and Dr. Passley in the Company are set forth in Exhibit B hereto.
(b)	Dr. Passley is the sole director and officer of Epazz, and is its principal shareholder with 95% voting control of Epazz. Dr. Passley is a director, officer, and principal shareholder of Ameritek of which Epazz is the principal shareholder with 95% voting control of Ameritek. Accordingly, Dr. Passley controls the voting rights attached to the shares of the Issuer owned by Epazz and Ameritek.
(c)	As described in the Information Circular, at the Company's Special Meeting held January 30, 2026, the shareholders of the Company approved (i) the issuance of equity grants to Dr. Passley pursuant to the New CEO Agreement and (ii) the acquisition by the Company of certain assets from Epazz. In consideration for the assets acquired, the Company issued super-voting shares and preferred shares to Dr. Passley and Epazz. See Exhibit B hereto.
(d)	See Exhibit B.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	None.
Item 7.	Material to be Filed as Exhibits.
	Exhibit A: Joint Filing Agreement. Exhibit B: List of Shareholders.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dr. Shaun Passley

Signature:	Shaun Passley
Name/Title:	Individual
Date:	04/02/2026

Epazz Inc

Signature:	Shaun Passley
Name/Title:	Director
Date:	04/02/2026

Ameritek Ventures, Inc.

Signature:	Shaun Passley
Name/Title:	Director
Date:	04/02/2026

FAQ

How much of ZenaTech (ZENA) does Dr. Shaun Passley beneficially own?

Dr. Shaun Passley is reported to beneficially own 287,828,839 shares of ZenaTech, representing 86.5% of the class. This total combines his direct holdings with shares held by Epazz Inc. and Ameritek Ventures Inc., entities he controls through majority voting power.

What is Epazz Inc.’s reported ownership stake in ZenaTech (ZENA)?

Epazz Inc. is reported to beneficially own 220,967,301 shares of ZenaTech, equal to 66.4% of the class. Its position consists of 10,867,301 common shares, 21,700,000 preferred shares and 145,000 super-voting shares, all subject to the voting and conversion terms described.

What securities of ZenaTech (ZENA) are held by Ameritek Ventures Inc.?

Ameritek Ventures Inc. is reported to beneficially own 8,333,333 shares of ZenaTech, or 2.5% of the class. This includes 1,583,333 common shares, 750,000 preferred shares and 5,000 super-voting shares, each preferred share being convertible into three common shares.

How do ZenaTech (ZENA) preferred and super-voting shares work?

ZenaTech’s filing states that each preferred share is convertible into three common shares. It also notes that each super-voting share carries 1,000 votes. Based on these terms, the company cites an aggregate of 332,699,794 votes assuming all conversions and full exercise of voting rights.

Why were new ZenaTech (ZENA) shares issued to Dr. Passley and Epazz?

The filing explains that Dr. Passley received super-voting and preferred shares under a new CEO employment agreement, while Epazz received super-voting and preferred shares as consideration for assets acquired by ZenaTech. Both issuances were approved at a Special Meeting of Shareholders on January 30, 2026.

What control does Dr. Passley have over ZenaTech (ZENA) through Epazz and Ameritek?

Dr. Passley is described as the sole director and officer of Epazz and Ameritek and their principal shareholder, with 95% voting control of each. As a result, he controls the voting rights of ZenaTech shares owned by those entities, concentrating effective voting control with him.