[SCHEDULE 13D] ZenaTech, Inc. SEC Filing

Rhea-AI Filing Summary

GG Mars Capital, Inc. reports on Schedule 13D that it holds 1,784,864 common shares of ZenaTech, Inc. (symbol ZENA), representing approximately 6.694% of the outstanding common stock. The position reflects the April 13, 2025 conversion of $753,360 of a convertible line of credit into 430,000 shares at $1.752 per share. The Reporting Person states it has sole voting and dispositive power over the shares and that the securities were acquired for investment purposes. GG Mars Capital disclaims any plans that would trigger corporate control actions and lists its organization in Illinois with business address information. The filing includes no pending legal proceedings and no other arrangements affecting control.

Positive

• Transparency: Filing discloses conversion details and current holdings clearly
• Debt reduction: Conversion of $753,360 of convertible debt to equity reduced the issuer's obligations
• Clear voting control: Reporting person states sole voting and dispositive power over the shares

Negative

• Dilution impact: Conversion issued 430,000 new shares, diluting existing shareholders
• Prior creditor relationship: Stake arose from a convertible credit line, indicating the issuer had outstanding debt to the filer

Insights

Financial Analyst

TL;DR: Debt-to-equity conversion increased a non‑controlling stake to ~6.7% via a $753k conversion.

The conversion of $753,360 into 430,000 shares at $1.752 per share indicates the creditor converted a financing claim into equity, leaving GG Mars Capital with sole voting control over 1,784,864 shares (6.694%). This is material enough to require Schedule 13D disclosure but does not indicate a takeover or change-in-control proposal; the filer explicitly states an investment purpose. Investors should note the conversion reduced issuer debt and increased shareholder dilution relative to pre-conversion outstanding shares, but the stake size remains minority and likely non-disruptive to governance.

Corporate Governance Expert

TL;DR: Filing is routine disclosure of a minority stake acquired via convertible debt conversion; no governance actions announced.

The Schedule 13D is appropriately used here because the acquisition crossed the reporting threshold. The reporting person affirms sole voting and dispositive power and disclaims plans for corporate control measures. There are no contracts or arrangements disclosed that would alter board composition or management. From a governance perspective, the filing signals an active creditor-convertor becoming a minority equity holder but contains no proposals or agreements that would materially change corporate governance at this time.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

ZenaTech, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

00098936T

(CUSIP Number)

Vin Saini
Advanced Computer Innovations, Inc., 70 Office Park Way
Pittsford, NY, 14534-1746
585-510-3890

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

09/03/2025

(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).

SCHEDULE 13D

CUSIP No. 00098936T

1

Name of reporting person

GG Mars Capital, 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)

PF

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 1,784,864.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,784,864.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,784,864.00

12

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

13

Percent of class represented by amount in Row (11)

100 %

14

Type of Reporting Person (See Instructions)

CO

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 600, VANCOUVER, BRITISH COLUMBIA, CANADA , V6Z 1S4.
Item 1 Comment: Item 1 Comment: This Schedule 13D relates to the common shares of ZenaTech Inc., a British Columbia, Canada corporation (the "Issuer"). The principal executive offices of the Issuer are located at Suite 600, 777 Hornby Street, Vancouver, British Columbia V6Z 1S4 Canada.
Item 2.	Identity and Background
(a)	GG Mars Capital, Inc. (a) This statement on Schedule 13D is filed by GG Mars Capital (the "Reporting Person") subsequent to the exercise of conversion rights under a convertible line of credit provided by the Reporting Person to the Issuer in August 2019.
(b)	(b) The Reporting Person is organized under the laws of the State of Illinois and its business address is 309 East Rand Road, Arlington Heights, IL 60004
(c)	(c) The Reporting Person is in the business of finance. (d) Information with respect to the directors, officers and controlling shareholders of the Reporting Person is set forth in Schedule A hereto and is incorporated herein by reference. However, the directors and officers of the Reporting Person disclaim beneficial ownership of any shares of the Issuer owned by the Reporting Person.
(d)	(d) During the past five years, neither the Reporting Person nor any of its directors or officers has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	(e) During the past five years, neither the Reporting Person nor any of its directors or officers have 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.
(f)	U.S.A.
Item 3.	Source and Amount of Funds or Other Consideration
	The Reporting Person partially converted amounts outstanding under a line of credit provided by the Reporting Person to the Issuer in August 2019. See 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)	(a) The Reporting Person holds an aggregate of 1,784,864 common shares of the Issuer, representing approximately 6.694% of the Issuer's outstanding common shares, subsequent to the acquisition of the shares described in Section 5(c) below.
(b)	(b) The Reporting Person has the sole power to vote or to direct the vote and the sole power to dispose or to direct the disposition of the shares.
(c)	(c) On April 13, 2025, the Reporting Person acquired 430,000 common shares of the Issuer upon the conversion of $753,360 outstanding under a convertible line of credit provided by the Reporting Person to the Issuer in August 2019 at a price of $1.752 per share.
(d)	N/A
(e)	N/A
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	N/A
Item 7.	Material to be Filed as Exhibits.
	A. Information About Directors, Officers and Control Persons of the Reporting Person

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.

GG Mars Capital, Inc.

Signature:	Vivienne Passley
Name/Title:	President
Date:	09/09/2025

FAQ

What stake does GG Mars Capital hold in ZENA?

GG Mars Capital holds 1,784,864 common shares, representing approximately 6.694% of ZenaTech's outstanding common stock.

How were the ZENA shares acquired by GG Mars Capital?

On April 13, 2025 GG Mars Capital converted $753,360 of a convertible line of credit into 430,000 common shares at $1.752 per share.

Does GG Mars Capital plan to change ZenaTech's management or operations?

No. The filing states the shares were acquired for investment purposes and that the reporting person has no plans or proposals to effect control changes.

Who has voting control over the reported ZENA shares?

The reporting person indicates it has sole voting power and sole dispositive power over the shares.

Was any litigation disclosed in the Schedule 13D?

No. The filing states neither the reporting person nor its directors/officers have been convicted in criminal proceedings or been party to relevant civil proceedings in the past five years.