Ameritek Ventures, Inc. - Form 10-K SEC filing

Operating activities

Cash flow provided by operating activities had a total outflow of $23,009 for the year ended December 31, 2023, while for 2022 the cash inflow provided by operating activities was $278,115. This is due to having a net loss of $58,910, a decrease of accounts payable of $610,913 partially offset by an increase of flow of $661,886 from not having purchased a patent in 2023. Other changes were a decrease of amortization and depreciation of $122,301 in 2023 compared to 2022 due to less product development costs to amortize and the deferred revenue decreased by $376,615 due to more revenue being recognized during 2023.

Investing Activities

There was no investing activity during the year ending December 31, 2023. The Company had an outflow of cash of $36,071 used to purchase computers and furniture during 2022.

Financing Activities

Cash inflow used by financing activities was $27,876 for the year ended December 31, 2023, while cash outflow used by financing activities was $269,979 for 2022. This difference represents the increase by $243,613 of proceeds from long-term debt and the outflow of $215,737 was for the repayment of long-term debt.

Cash and Cash Equivalents

The Company had $5,618 in cash as of December 31, 2023, as compared with $751 as of December 31, 2022. Ameritek continues to rely on borrowings to finance its working capital needs.

Off Balance Sheet Arrangements

We do not have any significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our consolidated financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Recent Accounting Pronouncements

There were no accounting standards and interpretations issued which are expected to have a material impact on the Company’s financial position, operations or cash flows during the year ended December 31, 2023.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

Furnish the information required by Item 305 of Regulation S-K (§ 229.305 of this chapter).

Item 8. Financial Statements and Supplementary Data.

Following are the financial statements of Ameritek Ventures as of December 31, 2023, and December 31, 2022.

Index to Financial Statements

Report of the Independent Registered Public Accounting Firm	9
Consolidated Balance Sheets as of December 31, 2023 and 2022	11
Consolidated Statements of Operations for the Years Ended December 31, 2023 and 2022	12
Consolidated Statements of Stockholders’ Equity (Deficit) for the Years Ended December 31, 2023 and 2022	13
Consolidated Statements of Cash Flows for the Years Ended December 31, 2023 and 2022	14
Notes to Consolidated Financial Statements	15

Bansal & Co. LLP – PCAOB# 2807

New Delhi, India

AMERITEK VENTURES, INC.

CONSOLIDATED BALANCE SHEETS

	As of			As of
	December 31,			December 31,
	2023			2022
ASSETS
Current assets:
Cash	$	5,618		$	751
Accounts receivable, net		132,380			374,003
Prepaid expenses		1,519			1,519
Total current assets		139,517			376,273
Property and equipment, net		-			-
Long-term assets:
Commitment fees (lines of credit)		35,112			-
Investment in securities		661,886			661,886
Patent		250,000			250,000
Product development, net		524,117			-
Goodwill		2,184,715			2,791,472
Total long-term assets		3,655,830			3,703,358
Total assets	$	3,795,347		$	4,079,631
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable	$	987,071		$	1,191,025
Accrued interest and expenses		547,204			426,842
Deferred revenue		151,005			386,496
Short-term debt		21,000			21,000
Total current liabilities		1,706,280			2,025,363
Long-term liabilities:
Long term debts		1,933,448			1,755,899
Total liabilities		3,639,728			3,781,262
Stockholders' equity (deficit):
Preferred stock Series A, $0.01 par value, 10,000,000 shares authorized, 7,488,730 issued and outstanding, respectively		74,887			74,887
Preferred stock Series B, $0.01 par value, 10,000,000 shares authorized, 10,000,000 issued and outstanding, respectively		100,000			100,000
Preferred stock Series C, $0.01 par value, 60,000,000 shares authorized, 59,988,972 and 36,888,972 issued and outstanding at December 31, 2023 and December 31, 2022, respectively		599,890			368,890
Preferred stock Series D, $0.01 par value, 10,000,000 shares authorized, 9,083,630 issued and outstanding, respectively		90,836			90,836
Preferred stock Series E, $0.01 par value, 23,000,000 shares authorized, 23,000,000 issued and outstanding, respectively		230,000			230,000
Common stock, $0.001 par value, 950,000,000 shares authorized, 554,226,791 and 514,226,791 issued and outstanding at December 31, 2023 and December 31, 2022 , respectively		554,227			514,227
Additional paid in capital		885,038			1,239,878
Accumulated deficit		(2,379,259	)		(2,320,349	)
Total stockholders' equity		155,619			298,369
Total liabilities and stockholders' equity	$	3,795,347		$	4,079,631

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

For Bansal & Co., LLP				For Ameritek Ventures, Inc.
Chartered Accountants				Approved on behalf of the Board of Directors


S.K. Bansal				Shaun Passley
Partner				Director
Date: 03/29/2024				Date: 03/29/2024
Place: New Delhi, India				Place: Chicago, Illinois, United States of America

AMERITEK VENTURES, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

For the years ended

December 31, 2023 and December 31, 2022

		Year Ended			Year Ended
		December 31,			December 31,
		2023			2022
Revenue: Operating Revenue	$	949,438		$	1,076,286

Expenses:
Development and support		516,474			902,061
General and administrative		223,505			299,634
Salaries and benefits		277			11,854
Depreciation and amortization		82,640			204,941
Total operating expenses		822,896			1,418,490

Operating income (loss)		126,542			(342,204	)

Other income (expense):
Income from Robotic Arm		-			661,886
Interest (expense) income		(185,452	)		(152,803)
Total other income (loss):	$	(185,452	)	$	509,083
Net (loss)/income for the year:		(58,910	)		166,879
Net income (loss) per common share:
Basic	$	(0.00	)	$	0.00
Diluted	$	(0.00	)	$	0.00
Shares used in computing earnings per share
Basic		554,226,791			514,226,791
Diluted		554,226,791			514,226,791

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

For Bansal & Co. LLP

Chartered Accountants

S K Bansal

Partner

Date: 03/29/2024

Place: New Delhi, India

AMERITEK VENTURES, INC.

CONSOLIDATED STATEMENT OF ACCUMULATED DEFICIT

AND STOCKHOLDERS' EQUITY

For the years ended

December 31, 2023 and December 31, 2022

	Series A		Series B		Series C		Series D		Series E				Additional		Total
	Preferred Stock		Preferred Stock		Preferred Stock		Preferred Stock		Preferred Stock		Common Stock		Paid-In	(Accumulated	Stockholder’s
	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Shares	Amount	Capital	Deficit)	Equity
Balance, December 31, 2021	7,488,730	$74,887	10,000,000	$100,000	36,888,972	$368,890	9,083,630	$90,836	23,000,000	$230,000	514,226,791	$514,227	$1,239,878	$(2,481,091)	$131,490
Net income year ended December 31, 2022	-	-	-	-	-	-	-	-	-	-	-	-	-	$166,879	$166,879
Balance, December 31, 2022	7,488,730	$74,887	10,000,000	$100,000	36,888,972	$368,890	9,083,630	$90,836	23,000,000	$230,000	514,226,791	$514,227	$1,239,878	$(2,320,349)	$298,369
Commitment fees (LOC)	-	-	—	-	23,100,000	$231,000	—	-	—	-	—	-	$(194,040)	-	$36,960
Debt settlement	-	-	-	-	-	-	-	-	-	-	-	-	$(164,000)	-	$(164,000)
Debt conversion to common stock	-	-	—	-	—	-	—	-	—	-	40,000,000	$40,000	3,200	-	$43,200
Net loss year ended, December 31 2023	-	-	-	-	-	-	-	-	-	-	-	-	-	$(58,910)	$(58,910)
Balance, December 31, 2023	7,488,730	$74,887	10,000,000	$100,000	59,988,972	$599,890	9,083,630	$90,836	23,000,000	$230,000	554,226,791	$554,227	$885,038	$(2,379,259)	$155,619

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

For Bansal & Co. LLP

Chartered Accountants

S K Bansal

Partner

Date: 03/29/2024

Place: New Delhi, India

AMERITEK VENTURES, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

For the years ended

December 31, 2023 and December 31, 2022

	Year Ended			Year Ended
	December 31,			December 31,
	2023			2022
Cash flows from operating activities:
Net (loss) income	$	(58,910	)	$	166,879
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		82,640			204,941
Sale of patent		-			(661,886	)
Amortization of LOC commitment fees		1,848			-
Decrease (increase) in assets:
Accounts receivable		241,623			(119,898	)
Prepaid expenses		-			22,778
Increase (decrease) in liabilities:
Accounts payable		(203,954	)		406,959
Accrued interest		149,235			117,218
Deferred revenues		(235,491	)		141,124
Net cash flow provided by operating activities		(23,009	)		278,115
Cash flows from investing activities:
Product development expenditures		-			(36,071)
Net cash flow (used in) investing activities		-			(36,07)1
Cash flows from financing activities:
Proceeds from long-term debt		243,613			37,000
Repayment of long-term debt		(215,737	)		(306,979	)
Net cash flow (used in) financing activities		27,876			(269,979	)
Net increase (decrease) in cash		4,867			(27,935	)
Cash - beginning		751			28,686
Cash - ending	$	5,618		$	751
Supplemental cash flow information
Cash paid for interest	$	152,715		$	152,803
Cash paid for taxes		-			444
Non-cash investing and financing activities:
Sale of drone patent for common stock	$	-		$	661,886

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

For Bansal & Co. LLP

Chartered Accountants

S K Bansal

Partner

Date: 03/29/2024

Place: New Delhi, India

1.GENERAL ORGANIZATION AND BUSINESS

The Company was organized on December 27, 2010, under the laws of the State of Nevada, as ATVROCKN. On June 20, 2017, the Company changed its corporate name to Ameritek Ventures, Inc (“Ameritek Ventures” or “Ameritek” or the “Company”).

Ameritek is a group of companies that provides various world-class software and hardware products and services beneficial to businesses, organizations, and governments. We have an established presence in the warehouse solutions market. With Interactive Systems, Inc. we provide software inventory management and with interlinkONE, Inc. we provide SaaS cloud-based solutions for warehouse and inventory fulfillment. We manufacture and innovate advanced technological developments in the medical industry, such as the DittoMask high-filtration mask. We also develop blockchain technology software programs under WebBeeO and CordTell companies. Furthermore, Ameritek Ventures explores augmented reality technology with Augmum, Inc. Meanwhile, our vertical landing aircraft service from AeroPass, Inc. takes ZenaDrone technology to a higher level with members-only passenger first-class transport across cities. Ecker Capital, LLC is our merger and acquisition division. ESM Software, Inc. is a software technology provider specializing in developing business strategy management solutions. The Company also recently created a new business, Equock, Inc., with which Ameritek will develop an electric bicycle with a focus on the growing online delivery industry.

2.SUMMARY OF ACCOUNTING PRINCIPLES

Basis of Accounting

The financial statements and accompanying notes are prepared under accrual of accounting in accordance with generally accepted accounting principles of the United States of America ("US GAAP"). These statements reflect all adjustments, consisting of normal recurring adjustments, which in the opinion of management are necessary for fair presentation of the information contained therein.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.

Long-lived Assets

The Company reviews the carrying value of property, plant, and equipment for impairment whenever events and circumstances indicate that the carrying value of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition. In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized as equal to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition, and other economic factors.

Property and Equipment

Equipment is recorded at its acquisition cost, which includes the costs to bring the equipment to the condition and location for its intended use, and equipment is depreciated using the straight-line method over the estimated useful life of the related asset as follows:

Furniture and fixtures		5 years
Computers and equipment		3-5 years
Website development		3 years
Leasehold improvements		5 years

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.

Fair Value of Financial Instruments

Under FASB ASC 820-10-05, the Financial Accounting Standards Board establishes a framework for measuring fair value in generally accepted accounting principles and expands disclosures about fair value measurements. This Statement reaffirms that fair value is the relevant measurement attribute. The adoption of this standard did not have a material effect on the Company’s financial statements as reflected herein. The carrying amounts of cash, accounts payable and accrued expenses reported on the balance sheets are estimated by management to approximate fair value primarily due to the short-term nature of the instruments. The Company has debt instruments that require fair value measurement on a recurring basis.

Intangible Assets and Intellectual Property

Intangible assets are amortized using the straight-line method over their estimated period of benefit of five to fifteen years. We evaluate the recoverability of intangible assets periodically and take into consideration events or circumstances that warrant revised estimates of useful lives or that indicate that impairment exists. All of our intangible assets are subject to amortization. No material impairments of intangible assets have been identified during any of the periods presented. The Company’s accumulated amortization expense on intangible assets totaled $441,326 for the year ended December 31, 2023, and $358,687 for the year ended December 31, 2022.

(a)Product Development

(b)Patent

The Company has a US patent 9217598B2 for FlexFridge, a foldable refrigerator, acquired with the Bozki merger. The patent is not being amortized because we have not put it into production yet. However, we will amortize it when it goes into production.

Ameritek Ventures sold in the first quarter of 2022 a drone patent in exchange for 3,500,000 common shares per share Canadian to ZenaTech, Inc, a related party, at the exchange rate of 1.2691 $US to CAN$, as listed by https://www.poundsterlinglive.com/. Ameritek realized $661,887 revenue from this sale equally from the period January 1 through December 31, 2022.

Goodwill

The Company evaluates the carrying value of goodwill during the fourth quarter of each year and between annual evaluations if events occur or circumstances change that would more likely than not reduce the fair value of the reporting unit below its carrying amount. Such circumstances could include, but are not limited to (1) a significant adverse change in legal factors or in business climate, (2) unanticipated competition, or (3) an adverse action or assessment by a regulator. When evaluating whether goodwill is impaired, the Company compares the fair value of the reporting unit to which the goodwill is assigned to the reporting unit's carrying amount, including goodwill. The fair value of the reporting unit is estimated using a combination of the income, or discounted cash flows, approach, and the market approach, which utilizes comparable companies' data. If the carrying amount of a reporting unit exceeds its fair value, then the amount of the impairment loss must be measured.

The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company's evaluation of goodwill completed during the past periods resulted in no impairment losses for the year ended December 31, 2023.

Change in accounting policy for goodwill during financial statements made during fiscal year 2023

The Company acquired Interactive Systems, Inc. in May 2021. The cost of the acquisition in excess of net tangible assets was $775,761. Of this amount, $362,721 was associated with product development and amortized over a period of just under two years, which corresponds to the useful life of the asset. The remaining amount of $413,039 is associated with goodwill. Product development cost was determined based on the cost the Company would have incurred to develop the software acquired. Amortization expense was recorded correctly during the period since acquisition.

The Company incorrectly recorded the net product development cost as goodwill on the balance sheet and in the associated footnotes. Accordingly, goodwill on the balance sheet as of December 31, 2022 was reduced by $42,457 and product development cost was increased by a net amount of $42,457. The amount of the reclass as of December 31, 2022 included gross intangible of $362,721 and accumulated amortization of $320,264. Product development costs associated with this asset as of December 31, 2021 included gross intangible of $362,721 and accumulated amortization of $150,435, which is a net asset of $212,286.

During the fourth quarter of 2022, certain historical accounts have been reclassified to comply with their treatment according to ASC. What was classified as goodwill in 2021 is classified as product development for 2022. Upon further consideration, discussion and review, the Company has reversed its previous classification of goodwill, separating goodwill from product development. There was no change in the accounting treatment. The Company has made various acquisitions and mergers historically. In the years of acquisitions/mergers, the Company has treated excess consideration paid in acquisition as product development (intangible other than goodwill) or goodwill. Although the same treatment was applied under the account title ‘Goodwill’ until September 2022, but was treated as product development, an intangible other than goodwill. In December 2022, the Company changed the nomenclature of this account from goodwill to product development.

The Company changed its accounting policy of classification of excess amount paid in the various acquisitions and mergers from product development (intangible other than goodwill) to goodwill for the financial statements as of June 30, 2023 and revised the useful life of reclassified product development cost in case of Interactive Systems, Inc.

The Company went to its original classification of goodwill in 2023. It does notcurrently amortize goodwill. There is no effect in the quarter ending December 31, 2023, due to going back to the original treatment period of goodwill. The previous year's figures of December 31, 2022, are for twelve months in the balance sheet and have not been reinstated for the adjustments for change in the accounting of goodwill and product development. This is because of the change in the adjustments as stated in the above paragraphs have been carried out in the current year. This was decided by the company in the current period.

Beneficial Conversion Features

From time to time, the Company may issue convertible notes that may contain an imbedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of warrants if related warrants have been granted.

The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.

Basic and Diluted Net Earnings per Share

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of

common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents, consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

Earnings per Share

The basic earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the weighted average number of common shares issued and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first year for any potentially dilutive debt or equity.

Dividends

The Company has not yet adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

Revenue Recognition

We account for revenue in accordance with ASC Topic 606, “Revenue from Contracts with Customers.”

Performance Obligations

A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is the unit of account in ASC Topic 606. A contract’s transaction price is allocated to each distinct performance obligation and recognized as revenue when, or as, the performance obligation is satisfied. The Company’s performance obligations are classified as deferred revenue on the balance sheet.

Our Company sells software with the following terms, twelve months, six months, three months and one month. Ameritek earns its revenue with the passage of time. Any unearned revenue is classified as deferred revenue. For each reporting period we prepare a schedule to separate the revenue earned from the deferred revenue and book the deferred amount. Deferred revenue are payments received from customers for products or services that have not been delivered yet. There are no costs associated with the deferred revenue since all the costs are incurred in day-to-day operations and through the passage of time.

We had $151,005 of outstanding performance obligations comprised of deferred revenue as of December 31, 2023. Ameritek expects to recognize approximately 25% in the first quarter of 2024, 25% in the second quarter of 2024 and the remaining thereafter. The amount transferred to revenue from deferred revenue during 2023 was $235,491.

Revenue Recognition

The Company designs and sells various software and maintenance programs to business enterprises including, among others, warehouse distribution to printing and battery manufacturing companies, and marketing services to financial services and insurance companies, printing, or advertising companies. Prior to shipment, each software product is tested extensively to meet Company specifications. The software is shipped fully functional via electronic delivery but requires some installation and setup.

Installation is a standard process, outlined in the owner's manual, consisting principally of setup, calibrating, and testing the software. A purchaser of the software could complete the process using the information in the owner's manual, although it would probably take significantly longer than it would take the Company’s technicians to perform the tasks. Although other vendors do not install the Company’s software, they do provide largely interchangeable installation services for a fee. Historically, the Company has never sold the software without installation. Most installations are performed by the Company within 7 to 24 days of shipment and are included in the overall sales price of the software. In addition, the customer must pay for support contracts and training packages, depending on their desired level of service. The Company is the only manufacturer of the software and it only sells software on a standalone basis directly to the end user.

The sales price of the arrangement consists of the software, installation, and training and support services, which the customer is obligated to pay in full upon delivery of the software. In addition, there are no general rights of return involved in these arrangements. Therefore, the software is accounted for as a separate unit of accounting.

The Company does not have vendor-specific objective evidence of selling price for the software because it does not sell the software separately (without installation services and support contracts). In addition, third-party evidence of selling price does not exist as no vendor separately sells the same or largely interchangeable software. Therefore, the Company uses its best estimate of selling price when allocating such arrangement consideration.

In estimating its selling price for the software, the Company considers the cost to produce the software, profit margin for similar arrangements, customer demand, effect of competitors on the Company’s software, and other market constraints. When applying the relative selling price method, the Company uses its best estimate of selling price for the software, and third-party evidence of selling price for the installation. Accordingly, without considering whether any portion of the amount allocable to the software is contingent upon delivery of the other items, the Company allocates the selling price to the software, support, and installation.

The Company doesn’t currently provide product warranties, but if it does in the future it will provide for specific product lines and accrue for estimated future warranty costs in the period in which the revenue is recognized.

Collection Policy

When all collections activities are exhausted and an account receivable is deemed uncollected, the company creates a reserve in the allowance for doubtful accounts. Based on management experience, which may involve obtaining a legal opinion on its collectability, the company will then write off the amount uncollectible by reducing the allowance for doubtful accounts.

Income Taxes

The Company utilizes the asset and liability method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, ("ASC"), 740 (Income Taxes). This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of temporary differences between the tax return and financial statement reporting basis of certain assets and liabilities.

As required by ASC 740-10, "Income Taxes", the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold, the amount

recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions which would have a material impact on the financial statements. The Company has elected to include interest and penalties related to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties related to uncertain tax positions.

Advertising

Advertising is expensed when incurred. Ameritek spent $7,212, and $35,376, on advertising for the years ended December 31, 2023, and 2022.

Recent Accounting Pronouncements

The Company continually assesses any new accounting pronouncements to determine their applicability to the Company. Where it is determined that a new accounting pronouncement affects the Company’s financial reporting, the Company undertakes a study to determine the consequence of the change to its financial statements and assures that there are proper controls in place to ascertain that the Company’s financials properly reflect the change. The Company currently does not have any recent accounting pronouncements that they are studying and feel may be applicable.

Bansal & Co. LLP served as our principal independent public accountant for reporting fiscal year ended December 31, 2023.

3.FAIR VALUE OF FINANCIAL INSTRUMENTS

Under FASB ASC 820-10-5, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (an exit price). The standard outlines a valuation framework and creates a fair value hierarchy in order to increase the consistency and comparability of fair value measurements and the related disclosures. Under GAAP, certain assets and liabilities must be measured at fair value, and FASB ASC 820-10-50 details the disclosures that are required for items measured at fair value.

The Company does not have any financial instruments that must be measured under the new fair value standard. The Company’s financial assets and liabilities are measured using inputs from the three levels of the fair value hierarchy. The three levels are as follows:

Level 1 – Inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

Level 2 – Inputs include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (e.g., interest rates, yield curves, etc.), and inputs that are derived principally from or corroborated by observable market data by correlation or other means (market corroborated inputs).

Level 3 – Unobservable inputs that reflect our assumptions about the assumptions that market participants would use in pricing the asset or liability.

The following schedules summarize the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of December 31, 2023 and December 31, 2022.

	Fair Value Measurements as of December 31, 2023
	Level 1		Level 2			Level 3
Assets
ZenaTech securities	$	-	$	661,886		$	-
Total assets				661,886
Liabilities
Short-term debt		-		21,000			-
Long-term debt, including current portion		-		1,933,448			-
Total liabilities	$		$	(1,954,448	)	$

	Fair Value Measurements as of December 31, 2022
	Level 1		Level 2			Level 3
Assets
ZenaTech securities	$	-	$	661,886		$	-
Total assets				661,886
Liabilities
Short-term debt		-		21,000			-
Long-term debt, including current portion		-		1,755,899			-
Total liabilities	$		$	(1,776,899	)	$

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the years ended December 31, 2023, and 2022.

4.PROPERTY AND EQUIPMENT

Property and equipment consisted of the following for the years ended December 31, 2023, and 2022:

		December 31, 2023			December 31, 2022
Furniture and fixtures	$	7,694		$	7,694
Computer and equipment		28,568			28,568
Software		4,200			4,200
Assets held under capital leases		2,783			2,783
Total property and equipment		43,245			43,245
Less: accumulated depreciation		(43,245	)		(43,245	)
Net property and equipment	$	-		$	-

5.ACQUISITIONS

Interactive Systems, Inc. Acquisition

On May 14th, 2021, Ecker Capital, LLC, a subsidiary of the Company, purchased the outstanding stock of Interactive Systems, Inc. a Massachusetts corporation for $675,000 and paid $337,500 cash and issued a 6% amortizing two-year debt for $337,500. The 100% stock acquisition resulted in $775,761 product development costs, see table below for calculations.

		May 2021
Consideration paid:
Total cost	$	675,000
Net assets acquired:
Additional paid-in capital		(235,012	)
Capital stock		(35,926	)
Owners - fractional stock purchase		88,902
Retained earnings at December 31, 2020		352,609
Treasury stock		33,326
Retained earnings January 1, 2021 to May 14, 2021		(103,138	)
Total net assets acquired when purchasing Interactive Systems, Inc.		(100,761	)
Consideration paid in excess of fair value (Goodwill1)	$	775,761
(1) The excess of the net fair value of assets acquired and liabilities assumed from purchase of Interactive Systems, Inc. was assigned to goodwill.

interlinkONE, Inc. Acquisition

On October 1st, 2021, Ecker Capital, LLC, a subsidiary of the Company, purchased the outstanding stock of interlinkONE, Inc., a Massachusetts corporation for $500,000, and paid $250,000 cash and issued a 6% amortizing two-year debt for $250,000 with interest paid monthly. The 100% acquisition resulted in $446,651 product development costs, see table below for calculations.

		October 2021
Consideration paid:
Total cost	$	500,000
Net assets acquired:
Cash		(51,806	)
Accounts receivable		(36,928	)
Fixed assets - net		(5,798	)
Lease deposits		(5,800	)
Amex - CC		9,353
Deferred revenue		6,646
Accrued interest		167
Note payable		30,816
Total book value		(53,349	)
Total net assets acquired when purchasing interlinkONE, Inc.		446,651
Consideration paid in excess of the fair value (Product development1)	$	446,651
`(1)`The excess of the net fair value of assets acquired and liabilities assumed from purchase of interlinkONE was assigned to product development.

The consolidated financial statements include the transactions of its wholly owned subsidiaries – Interactive Systems Inc and interlinkONE Inc, incorporated in the Company’s books of accounts.

6.PRODUCT DEVELOPMENT COSTS

	Total		Total	Beginning	Total		Amortization	Amortization	Net
	Costs	Transfer to goodwill	Total Costs	Book Value	Amortization	Transfer to goodwill	during	Year Ended	Book Value
	12/31/2022	2023	12/31/2023	12/31/2022	12/31/2022	2023	the year	12/31/2023	12/31/2023
Ameritek	120,000	0	120,000	120,000	0		8,000	8,000	112,000
interlinkONE	446,651	0	446,651	409,430	37,221		29,776	66,997	379,654
Boski	235,660	235,660	0	204,238	31,422	200,310	3,928	35,350	0
Boski	1,036,016	1,036,016	0	897,880	138,136	880,613	17,267	155,403	0
VW Win	500,000	500,000	0	433,334	66,666	425,001	8,333	74,999	0
Interactive Systems (a)	775,761	413,039	362,722	691,721	84,040	678,792	12,929	96,969	0
interlinkONE	36,071		36,071	34,869	1,202		2,404	3,606	32,465
	3,150,159	2,184,715	965,444	2,791,472	358,687	2,184,716	82,637	441,324	524,119

7.SHORT-TERM DEBT

Convertible Note 1, note $21,000 to Cloud Builder, Inc.

On May 13, 2021, Ameritek issued $185,000 non-convertible promissory note to Cloud Builder, Inc., for a forty-two month note at 15% interest. On August 5, 2021, the Company’s management and that of Cloud Builder, Inc. decided it was in their best interest to convert the note. On September 9, 2021, Ameritek issued 30,000,000 shares to Cloud Builder, Inc. in consideration for $166,330, which represents $164,000 repayment of principal, $2,330 accumulated interest payable, and issued a $21,000 note on demand to Cloud Builder, Inc., representing short-term debt at an annual interest rate of 6%, which adds back to the principal.

Ameritek owed $24,596 for this short-term debt, representing $21,000 principal and $3,596 interest as of December 31, 2023. Ameritek owed $23,167 for this short-term debt, representing $21,000 principal and $2,167 interest as of December 31, 2022.

8.LOANS PAYABLE

Ameritek Ventures, Inc. has the following loan payable as of December 31, 2023, and 2022, respectively.

	December 31,		December 31,
	2023		2022
Bozki loan #1	$	200,000	$	200,000
Bozki loan #2		572,411		572,411
VW Epazz loan		250,000		250,000
SBA Reading Coop loan		3,311		16,040
SBA Interactive Systems loan		500,000		500,000
SBFC LLC loan		42,753		35,951
Cloud Builder note		364,973		-
Less: current portion		-		-
Total promissory notes, less current portion	$	1,933,448	$	1,755,899

The Company utilizes its available lines of credit with related parties to justify the long-term classification of the current portion of third-party debt. The available lines of credit with related parties are listed in the table in Note 10. As such, the current portion of long-term debt totaling $46,063 as of December 31, 2023 is recorded as a long-term liability in the balance sheet. The Company recorded accrued interest expense of $547,204 on promissory notes for the year ended December 31, 2023 and $424,675 for the year ended December 31, 2022.

Assumption of $200,000 convertible note from Bozki merger

On November 13, 2020, the company merged with Bozki, Inc., assuming a 10-year, convertible note with Epazz, Inc. of $200,000 and accrued interest of $46,648. The original promissory note had an effective date of January 1, 2018, with an interest rate of eight percent (8%) per annum, which interest shall accrue from the effective date until January 1, 2028, unless prepaid prior to this date. The promissory note shall provide for one hundred twenty (120) equal monthly payments commencing one hundred twenty (120) days after April 1, 2018. Payee will have an option to defer 36 monthly payments. The payee will need to provide written notice of how many payments it wishes to defer. The deferred payment(s) will have an interest rate of 10%. On December 1, 2020 both parties agreed to defer payments until January 1, 2028.

On December 31, 2023, the total amount due under the promissory note was $200,000 and accrued interest of $95,982. The total number of shares of common stock the noteholder could convert was 194,725,000, which is the total amount due of $295,982, divided by $0.0015, or $0.0019 share price at a 20% discount rate. On December 31, 2023, the Ameritek Ventures, Inc. common stock share price was $0.0019, as quoted on the https://www.otcmarkets.com/.

On December 31, 2022, the total amount due under the promissory note was $200,000 and accrued interest of $79,982. The total number of shares of common stock the noteholder could convert was 218,735,938, which is the total amount due of $279,982, divided by $0.00128, or $0.0016 share price at a 20% discount rate. On December 31, 2022, the common stock share price was $0.0016 as listed on the https://www.otcmarkets.com/.

Assumption of $1,000,000 convertible note from Bozki merger and conversion to $500,000 convertible note

On November 27, 2020, the company merged with VW Win Century, Inc. assuming a 10-year note with Epazz, Inc. of $1,000,000 and accrued interest of $9,078. On September 15, 2021, the Company’s management converted $500,000 of this debt into Ameritek common stock and a nine-year note with principal of $572,411 and 8% annual interest that after 2025 will convert into an amortizing note. On December 1, 2020 both parties agreed to defer payments until January 1, 2028.

On December 31, 2023, the total amount due under the promissory note was $572,411 and accrued interest of $104,942. The total number of shares of common stock the noteholder could convert was 445,626,947, which is the total amount due of $677,353, divided by $0.0015, or $0.0019 share price at a 20% discount rate. On December 31, 2023 the Ameritek Ventures, Inc. common stock share price was $0.0019 as quoted on the https://www.otcmarkets.com/.

On December 31, 2022, the total amount due under the promissory note was $572,410 and accrued interest of $59,149. The total number of shares of common stock the noteholder could convert was 493,406,250, which is the total amount due of $631,560, divided by $0.00128, or $0.0016 share price at a 20% discount rate. On December 31, 2022, the common stock share price was $0.0016 on the https://www.otcmarkets.com/.

Assumption of $250,000 note from VW Win Century, Inc. (Previously registered as, FlexFridge, Inc. an Illinois corporation) merger

On November 27, 2020, the company merged with VW Win Century, Inc. (previously registered as FlexFridge, Inc., an Illinois Corporation) assuming note with Epazz, Inc. of $250,000 and accrued interest of $183,566. This note has a 15% interest rate and a maturity date of December 29, 2025. On December 1, 2020 both parties agreed to defer payments until January 1, 2028.

The total amount due under the promissory note as of December 31, 2023 was $250,000 principal and $115,933 accrued interest. The total amount due under the promissory note as of December 31, 2022 was $250,000 principal and $78,433 accrued interest.

Reading Coop loan of $3,311 for interlinkOne

With the acquisition of interlinkOne on May 15, 2021 the Company assumed a loan from the Reading Coop for $27,957. This loan has an interest rate of 6.5% and the Company has been making payments each year to pay it off.

Ameritek paid $12,729 during the year ended December 31, 2023.

The Company paid $11,917 during the year ended December 31, 2022.

SBA loan of $500,000 for Interactive Systems

In March 2021, the Company applied for a Disaster loan to cover expenses and maintain the business during the period of Covid. On October 25, 2021 the Company received $500,000 loan for 30 years with a 3.75% interest. This loan is due September 25, 2051 and interest is accrued each reporting period.

Ameritek has accrued interest of $42,566 and did not make any loan payments for the year ended December 31, 2023.

Ameritek has accrued interest of $22,356 and did not make any loan payments for the year ended December 31, 2022.

SBFC LLC loan for $42,753

Ameritek has a loan with SBFC LLC, DBA Rapid advance with variable interest rate originating on 11/30/2022. The original loan amount was $37,000 and had an interest rate of 59%. The principal amount of the loan was increased by $28,313 representing accrued interest to date in September 2023. The principal amount was $50,462 and the Company made weekly payments of $1,284, and the interest rate was 87%.

Ameritek had a balance of $42,753, accrued interest of $610 and made $46,531 loan payments for the year ended December 31, 2023.

Ameritek had a balance of $35,391, accrued interest of $291 and made $2,595 loan payments for the year ended December 31, 2022.

Cloud Builder, Inc. promissory note of $364,973

The Cloud Builder, Inc. note for $185,000 originated on May 13, 2021 and it had a interest rate of 15% and due date of December 30, 2024. The loan originally had load origination fees of 30,000,000 of common stock paid August 31, 2021. There was a dispute between the lender and the Company, which was settled on October 1, 2023 and this note was reinstated.

The Company entered into a settlement agreement and recorded accrued interest expense of $25,960 in the last quarter of 2023. There were also three conversions of debt to common stock during the month of October 2023 related to this note. For the first conversion Ameritek issued 7,700,000 shares of common stock to Cloud Builder as loan origination fees. For the second and third conversions Ameritek issued 40,000,000 shares of common stock to Cloud Builder as part of the debt settlement (note 9).

Ameritek had a balance of $364,973 on the loan with Cloud Builder, Inc. and had accrued interest expense of $ 28,873 for the year ended December 31, 2023.

9.STOCKHOLDER’S EQUITY AND CONTRIBUTED CAPITAL

Series A Preferred Stock

The Company is authorized to issue 10,000,000 shares of $0.01 par value New Series A Preferred Stock. Liquidation Preference is equal to $0.01 per share. Series A Preferred Stock has no voting rights. Series A Preferred Stock shall be entitled to receive dividends once the Company has generated net income of over $2 million based on the Corporation’s audited statement of operations. At any time and from time-to-time after the issuance of the Series A Preferred Stock, any holder may convert any or all of the shares of Series A Preferred Stock held by such holder at the ratio of .60 of Common Stock. For example, an owner of convertible 10,000 shares of Preferred A Stock would be able to convert to 6,000 shares of Common Stock. However, the beneficial owner of such Series A Preferred Stock cannot convert their Series A Preferred stock where they will beneficially own in excess of 9.99% of the shares of the Common Stock.

There were 10,000,000 Preferred Stock Series A shares authorized, 7,488,730 issued and outstanding as of December 31, 2023. There were 10,000,000 Preferred Stock Series A shares authorized, 7,488,730 issued and outstanding as of December 31, 2022.

Series B Preferred Stock

The Company is authorized to issue 10,000,000 shares of $0.01 par value Series B Preferred Stock. Series B Preferred Stock has liquidation and first position ownership rights on any assets owned by the Company. The Series B Preferred Stock has ten thousand votes per share voting rights and is not entitled to receive dividends. The holders of Series B Preferred Stock shall be entitled to interest payments on monies paid or loaned to the corporation for their Series B Preferred Shares and a first position in a security interest on any assets of the Company upon default of a loan to the Company, liquidation, or dissolution of the Company. Further, the Company may call these shares at any time provided the holders of the Series B Preferred Stock are paid the monies they paid for their Series B Preferred Stock along with any interest due. Upon the payment of principal and interest to the Series B Preferred Stock shareholders, the shares must be returned to the Company. These shares are non-convertible into a different class of shares.

There were 10,000,000 Preferred Stock Series B shares authorized, 10,000,000 issued and outstanding as of December 31, 2023. There were 10,000,000 Preferred Stock Series B shares authorized, 10,000,000 issued and outstanding as of December 31, 2022.

Series C Preferred Stock

The Company is authorized to issue 60,000,000 shares of $0.01 par value Series C Preferred Stock. The Series C Preferred Stock has no voting rights. The conversion right is one to three fully paid shares of Common Stock. For example, an owner of convertible 1,000 shares of Preferred C Stock would be able to convert to 3,000 shares of Common Stock. However, the beneficial owner of such Series C Preferred Stock cannot convert their Series C Preferred stock where they will beneficially own in excess of 9.99% of the shares of the Common Stock.

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 60,000,000 Preferred Stock Series C shares authorized, 59,988,972, issued and outstanding as of December 31, 2023.

There were 60,000,000 Preferred Stock Series C shares authorized, 36,888,972, issued and outstanding as of December 31, 2022.

Series D Preferred Stock

The Company is authorized to issue 10,000,000 shares of $0.01 par value Series D Preferred Stock. Liquidation Preference is equal to $0.01 per share. Series D Preferred Stock has no voting rights. Series D Preferred Stock shall be entitled to receive dividends once the Company has generated net income of over $1 million based on the Corporation’s audited statement of operations at a rate of 1.5%. At any time and from time-to-time after the issuance of the Series D Preferred Stock, any holder may convert any or all of the shares of Series D Preferred Stock held by such holder at the ratio of .10 of Common Stock. For example, an owner of convertible 10,000 shares of Preferred D Stock would be able to convert to 1,000 shares of Common Stock. However, the beneficial owner of such Series D Preferred Stock cannot convert their Series D Preferred stock where they will beneficially own in excess of 9.99% of the shares of the Common Stock.

There were 10,000,000 Preferred Stock Series D shares authorized, and 9,083,630 issued and outstanding as of December 31, 2023. There were 10,000,000 Preferred Stock Series D shares authorized, and 9,083,630 issued and outstanding as of December 31, 2022.

Series E Preferred Stock

The Company is authorized to issue 23,000,000 shares of $0.01 par value Series E Preferred Stock. Liquidation Preference is equal to $0.01 per share. Series E Preferred Stock has no voting rights. Series E Preferred Stock shall be entitled to receive dividends once the Company has generated net income of over $2 million based on the Corporation’s audited statement of operations at a rate of 6%. At any time and from time-to-time after the issuance of the Series E Preferred Stock, any holder may convert any or all of the shares of Series E Preferred Stock held by such holder at the ratio of .15 of Common Stock. For example, an owner of convertible 10,000 shares of Preferred E Stock would be able to convert to 1,500 shares of Common Stock. However, the beneficial owner of such Series E Preferred Stock cannot convert their Series E Preferred stock where they will beneficially own in excess of 9.99% of the shares of the Common Stock.

There were 23,000,000 Preferred Stock Series E shares authorized, 23,000,000 issued and outstanding as of December 31, 2023. There were 23,000,000 Preferred Stock Series E shares authorized, 23,000,000 issued and outstanding as of December 31, 2022.

Common Stock

Ameritek has 950,000,000 authorized shares of $0.001 par value Common Stock with cusip number 03078H. The Common Stock is quoted on https://www.otcmarkets.com/ under ticker symbol ATVK with limited trading. On December 31, 2022 the common stock share price closed at $0.016 per share and the Company had approximately 109 shareholders.

On October 2, 2023 the Company issued 20,000,000 shares of Common Stock for debt conversion to common stock, consistent with the terms of the agreement.

On October 2, 2023 Ameritek issued 7,700,000 shares of Preferred Stock, Series C to GG Mars Capital, Inc., a related party, for debt issuance fees consistent with the terms of the agreement. The President of GG Mars Capital, Inc. is Vivienne Passley, Shaun Passley’s aunt (note 10).

On October 2, 2023 Ameritek issued 7,700,000 shares of Preferred Stock, Series C to Star Financial Corporation, a related party, for debt issuance fees consistent with the terms of the agreement. The President of Star Financial Corporation is Fay Passley, Shaun Passley’s mother (note 10).

On October 2, 2023 Ameritek issued 7,700,000 shares of Preferred Stock, Series C to Cloud Builder, Inc. for debt issuance fees consistent with the terms of the agreement.

On October 2, 2023, the Company settled a note payable for $164,000 which reduced the amount of the additional paid-in-capital for the same amount.

On October 26, 2023 the Company issued 20,000,000 shares of Common Stock for debt conversion to common stock, consistent with the terms of the agreement.

There were 950,000,000 shares of common stock authorized, 554,226,791 issued and outstanding as of December 31, 2023.

There were 950,000,000 shares of common stock authorized, 514,226,791 issued and outstanding as of December 31, 2022.

10.RELATED PARTIES

We organized the related party transactions by total as of December 31, 2023 in the table below according to ASC 850. Readers should refer to the footnotes following the table for a detailed description of all related party transactions.

ASC 850	Related Party	Relationship	Transaction type	Stock as of December 31, 2023	Total dollars as of December 31, 2023
1	Shaun Passley, PhD	Chairman of the BOD, Secretary, President, CEO, CFO, COO	Common stock ownership	79,098,457	-
2	Shaun Passley, PhD	Chairman of the BOD, Secretary, President, CEO, CFO, COO	Preferred C stock ownership	2,000,000	-
3	Epazz, Inc.1	Owner of over 95% voting stock	Preferred B stock ownership	10,000,000	-
4	Epazz, Inc.	Owner of over 95% voting stock	Common stock ownership	50,000,000	-
5	Epazz, Inc.2	Owner of over 95% voting stock	Management Services Agreement	-	$414,000
6	GG Mars Capital, Inc.	President is Vivienne Passley, Shaun Passley's family member.	Preferred C stock ownership	22,159,336	-
7	GG Mars Capital, Inc.	President is Vivienne Passley, Shaun Passley's family member.	Common stock ownership	18,103,638	-
8	Vivienne Passley	Shaun Passley's family member.	Common stock ownership	300	-
9	Star Financial Corporation	President is Fay Passley, Shaun Passley's family member.	Preferred C stock ownership	22,236,666	-
10	Star Financial Corporation	Fay Passley, President of Star Financial Corporation is Shaun Passley's family member.	Common stock ownership	18,106,005	-
11	Fay Passley	Shaun Passley's family member	Common stock ownership	300	-
12	Craig Passley	Shaun Passley's family member	Preferred C stock ownership	4,800,000	-
13	Craig Passley	Shaun Passley's family member	Common stock ownership	300	-
14	Olga Passley	Shaun Passley's family member	Common stock ownership	300	-
15	Lloyd Passley	Shaun Passley's family member	Common stock ownership	300	-

1 – Epazz, Inc. voting stock is controlled by Shaun Passley, PhD.

2 – For details, see Management Services Agreement with Epazz, Inc. below.

Notes Payable

Assumption of $200,000 convertible note from Bozki merger

On December 31, 2023, the total amount due under the promissory note was $200,000 and accrued interest of $95,982. The total number of shares of common stock the noteholder could convert was 192,093,421, which is the total amount due of $291,982, divided by $0.0015, or $0.0019 share price at a 20% discount rate. On December 31, 2023, the Ameritek Ventures, Inc. common stock share price was $0.0019 on the https://www.otcmarkets.com/.

Assumption of $1,000,000 convertible note from Bozki merger and conversion to $500,000 convertible note

On December 31, 2023, the total amount due under the promissory note was $572,410 and accrued interest of $104,942. The total number of shares of common stock the noteholder could convert was 451,252632, which is the total amount due of $685,904, divided by $0.0015, or $0.0019 share price at a 20% discount rate. On December 31, 2023, the Ameritek Ventures, Inc. common stock share price was $0.0019 on the https://www.otcmarkets.com/.

Management agreement with Epazz, Inc.

On November 12, 2020, in consideration of the services provided and to be provided, Ameritek entered into a management agreement with Epazz, Inc. (“Epazz”), a Wyoming corporation and related party with a minimum annual fee of $350,000. Epazz, Inc. is a company controlled by Shaun Passley, Ameritek Ventures’ Chief Executive Officer. Ameritek shall pay the minimum fee via a convertible promissory note.

For the year ended December 31, 2023 the development and support expenses included $414,000 charged by Epazz, Inc. under the management services agreement between Ameritek and Epazz. As per the management services agreement between Ameritek Ventures, Inc. and Epazz Inc., Epazz shall charge a minimum annual fee of $350,000.

The $414,000 expenses consisted of

·Engineering services of $339,000,

·Software development fees of $24,000, and

·Accounting of $51,000.

For the year ended December 31, 2022 the development and support expenses included $666,000 charged by Epazz, Inc. under the management services agreement between Ameritek and Epazz. As per the management services agreement between Ameritek Ventures, Inc. and Epazz Inc., Epazz shall charge a minimum annual fee of $350,000.

The $666,000 expenses consisted of

·Engineering services of $306,000, and

·Software development fees of $360,000.

Stock issuances

On January 6, 2022 Ameritek licensed ZenaTech, Inc. a drone patent for a Robotic Arm technology in exchange of $661,886 for consideration other than cash. ZenaTech, Inc. has issued 3,500,000 shares of $0.05 CAD (Canadian dollar) par value at $0.24 CAD per share, at the exchange rate of $1.2691 USD to $1 CAD. ZenaTech, Inc. is a company controlled by Shaun Passley, Ameritek’s Chief Executive Officer.

Other transactions

During 2023 Epazz, Inc. had invoices totaling $414,000. The Company reclassified $697,359 advanced to Epazz, Inc. and ZenaTech, Inc. through Ameritek Ventures to offset this accounts payables balance. The total accounts payable balance after the offset was $771,835.

As of December 31, 2022 Ameritek paid $270,000 for programming and support and $229,500 for engineering services with Epazz, Inc. Epazz, Inc. provides support for all the platforms the clients run on, including Amazon web services and others.

For the year ended December 31, 2022 expenditure amounting to $438,741 has been incurred by the Company for the robotic arm technology which was debited to development and support and general administrative expenditures. This amount has been paid directly to suppliers for the invoices for Epazz Inc. of $172,037 and of Zena Drone Trading, LLC. for $194,053.

11.LEGAL PROCEEDINGS

On May 6, 2019, Meridian Pacific Holdings, LLC filed a lawsuit against certain directors, officers, affiliates, and the Company for breach of contract and fraud, in the Superior Court of the State of California, County of Los Angeles. The lawsuit alleges that certain officers of the company misrepresented the business and asked for business financing of about $1.6 million for operations from Meridian Pacific and never delivered the fiber optic assets promised. On October 19, 2023 the judge in this case dismissed all claims against Ameritek Ventures, Inc.

On March 6, 2021, 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. 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 for this case. This litigation is not expected to have a material effect on the company.

12.OTHER INCOME

As per the Technology Exclusive License Agreement between Ameritek Ventures, Inc. and ZenaTech, Inc., executed by the Chief Executive Officer of both the companies, Ameritek Ventures issued a license in the first quarter of 2022 for a Robotic Arm technology to ZenaTech, Inc. for 7% of any and all sales in exchange for stock. ZenaTech, Inc. issued 3,500,000 shares of $0.05 CAD (Canada dollar) par value at $0.24 CAD per share at an exchange rate of $1.2691 USD to $1 CAD, as quoted on https://www.poundsterlinglive.com on January 6, 2022. Ameritek realized the revenue of $661,886 (consideration other than cash) equally from the period January 1 through December 31, 2022. The 7% of revenue share will be realized when the same will be received. This license is perpetual.

2022

Other Income	$	661,887
Deferred revenue		-
Total	$	661,887

1.INCOME TAXES

The Company accounts for income taxes at each calendar year-end under FASB Accounting Standard Codification ASC 740 "Income Taxes." ASC 740 provides that deferred tax assets and liabilities are recorded based on the differences between the tax basis of assets and liabilities and their carrying amounts for financial reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each calendar year-end are determined using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities are expected to be settled or realized.

The Company did not have any eligible net operating income (or loss) carry forwards as the Company has not filed the appropriate federal and state income tax returns so any accumulated net operating income (or loss) could be subject to the respective tax agency disallowance for the fiscal year ended 2023. Any actual net operating income would be limited by the accelerated depreciation and basis reduction of noncash asset acquired.

The Company did not pay any income taxes for the year period ended December 31, 2023, or 2022.

2. SUBSEQUENT EVENTS

None.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We have performed an evaluation under the supervision and with the participation of our management, including our President, and our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of December 31, 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 December 31, 2022 to provide reasonable assurance that information required to be disclosed by us in the reports filed or submitted by us under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our principal executive officer, as appropriate to allow timely decisions regarding required disclosure due to the material weaknesses described below.

Based on our evaluation under the framework described above, our management concluded that we had “material weaknesses” (as such term is defined below) in our control environment and financial reporting process consisting of the following as of the Evaluation Date:

1)lack of a functioning audit committee for the entire fiscal year resulting in ineffective oversight in the establishment and monitoring of required internal control and procedures; and

2)inadequate segregation of duties consistent with control objectives.

A “material weakness” is defined under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of a company’s annual or interim financial statements will not be prevented or detected on a timely basis by the company’s internal controls.

A system of controls, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the system of controls are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting based on criteria established in Internal Control - Integrated Framework (2013) issued by COSO. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that (a) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (b) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with authorizations of the our management and directors; and (c) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Changes in Internal Control over Financial Reporting

None.

Item 9B. Other Information.

None.

Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The names, ages, and positions of the Company’s present executive officers and directors are set forth in the following table:

Name		Age		Position
Shaun Passley, PhD		45		Chairman of the Board and Chief Executive Officer, Chief Financial Officer, President, Sole Director

Shaun Passley, PhD

Dr. Shaun Passley has served as the Chairman and CEO of the Company since November 2020. Dr. Shaun Passley turnaround the Company bringing major assets and revenue. Dr. Shaun Passley holds numerous masters degrees from DePaul University, Benedictine University, and Northwestern University and has a PhD in Business Administration. In addition to founding ZenaTech, he is also chairman & CEO of Epazz, Inc. – an enterprise-wide cloud software company.

Item 11. Compensation.

The following table sets forth the compensation paid to our Chief Executive Officer, Chief Financial Officer and those executive officers during the last two fiscal years ended December 31, 2023 and 2022 (collectively, the “Named Executive Officers”):

Summary Compensation Table

Name and Principal Position

Year

Salary

($)

Stock Awards

($)

Total

($)

Shaun Passley, PhD,

2023

-0-

Chief Executive Officer, Chairman of the Board

2022

-0-

Item 12. Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters.

The following table sets forth information as of December 31, 2023, as to each person or group who is known to us to be the beneficial owner of more than 5% of our outstanding voting securities and as to the security and percentage ownership of each of our executive officers and directors and of all of our officers and directors as a group. There are no voting rights assigned to a natural person as of the date of this Form 10. The beneficial owner of the Preferred stock Series A, C, D and E cannot convert their stock where they own more than 9.99% of Common Stock shares.

Beneficial ownership is determined under the rules of the SEC and generally includes voting or investment power over securities. Except in cases where community property laws apply or as indicated in the footnotes to this table, we believe that each stockholder identified in the table possesses sole voting and investment power over all shares of common stock shown as beneficially owned by the stockholder. Shares of common stock that are currently exercisable or convertible within 60 days of March 29, 2024, are deemed to be beneficially owned by the person holding such securities for the purpose of computing the percentage beneficial ownership of that person but are not treated as outstanding for the purpose of computing the percentage ownership of any other person. Except as otherwise indicated, the address of each stockholder is c/o Ameritek Ventures, Inc. at 401 Ryland Street, Suite 200A, Reno, NV 89502.

TITLE OF CLASS	NAME OF BENEFICIAL OWNER AND POSITION	AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP	NUMBER OF VOTES	PERCENT OF CLASS BEFORE CONVERSION (more than 5%)	PERCENT OF CLASS AFTER CONVERSION (more than 5%)
Common Stock	Shaun Passley, PhD	79,098,457	79,098,457	14.27%	14.27%
Common Stock	Epazz, Inc.1	50,000,000	50,000,000	9.02%	9.02%
Common Stock	Star Financial Corporation2	18,106,005	18,106,005	3.27%	3.27%
Common Stock	GG Mars Capital, Inc. 3	18,103,638	18,103,638	3.27%	3.27%
Common Stock	Cloud Builder, Inc.	20,000,000	20,000,000	3.61%	3.61%
Preferred A	Shaun Passley, PhD	7,488,730	0	100%	100%
Preferred B	Epazz, Inc.	10,000,000	10,000,000,000	100%	100%
Preferred C	Star Financial Corporation	22,236,666	0	37.07%	37.07%
Preferred C	GG Mars Capital, Inc.	22,159,336	0	36.94%	36.94%
Preferred C	Cloud Builder, Inc.	7,700,000	0	12.84%	12.84%
Preferred C	Shaun Passley, PhD	2,000,000	0	3.33%	3.33%
Preferred C	Craig Passley4	4,800,000	0	8.00%	8.00%
Preferred D	Star Financial Corporation	3,904,350	0	42.98%	42.98%
Preferred D	GG Mars Capital, Inc.	3,887,540	0	42.80%	42.80%
Preferred D	Craig Passley	1,043,850	0	11.49%	11.49%
Preferred E	Shaun Passley, PhD5	23,000,000	0	100%	100%

1Shaun Passley, PhD is the majority shareholder of Epazz, Inc. and together with Epazz, controls a majority of the voting securities of the Company.

2Star Financial Corporation is owned by Fay Passley, a family member of Shaun Passley, PhD.

3GG Mars Capital, Inc. is owned by Vivienne Passley, a family member of Shaun Passley, PhD.

4Craig Passley is Shaun Passley’s sibling.

5Shaun Passley, PhD disclaims beneficial ownership of any securities of the Company owned or controlled by any of his family members, whether directly or indirectly, as investment and voting power in those securities rests with those family members. None of the family members of Dr. Passley reside in the same home as Dr. Passley. In addition, Dr. Passley and his family members or companies controlled by them, directly or indirectly, do not constitute a group as defined in Section 13(d)(3) of the Exchange Act as none of them are acting together for the purposes of acquiring, holding or disposing of securities of the Company.

6CloudBuilder, Inc. is owned by Suzanne Schwickert

The number and percentage of shares beneficially owned are determined in accordance with Rule 13d-3 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rule, beneficial ownership includes any shares over which the individual or entity has voting power or investment power and any shares of common stock that the individual has the right to acquire within 60 days of December 23, 2023, through the exercise of any stock option or other right. See “Description of Securities” for more information.

Security Ownership of Management

Below is a table that shows the relationship between Shaun Passley, PhD and Epazz, Inc., both of which are co-owners of the Ameritek Ventures stock.

	Related Party	Relationship	Transaction type	Stock as of December 31, 2023	Total dollars as of December 31, 2023
1	Shaun Passley, PhD	Chairman of the BOD, Secretary, President, CEO, CFO, COO	Common stock ownership	79,098,457	–
2	Shaun Passley, PhD	Chairman of the BOD, Secretary, President, CEO, CFO, COO	Preferred C stock ownership	2,000,000	–
3	Epazz, Inc.1	Owner of over 95% voting stock	Preferred B stock ownership	10,000,000	–
4	Epazz, Inc.	Owner of over 95% voting stock	Common stock ownership	50,000,000	–

Item 13. Certain Relationships and Related Transactions, and Director Independence.

Transactions with Related Persons

Except as set out below, since the beginning of the Company’s last two fiscal years, there have been no transactions, or currently proposed transactions, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any of the following people had or will have a direct or indirect material interest:

	·	Any director or executive officer of the Company;

	·	Any immediate family member of a director or executive officer of the Company; and

	·	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

Stock Issuances to Officers and Directors

None.

Promoters and Certain Control Persons

None.

Item 14. Principal Accountant Fees and Services.

Our independent public accounting firm is Bansal & Co, L.L.P., New Delhi, India.

Principal Accountant Fees & Services	2023		2022
Audit Fees	$	22,500	$	20,000
Audit Related Fees		10,000		7,000
Tax Fees		-		-
All Other Fees		-		-
Total Fees	$	32,500	$	27,000

Audit Fees

These amounts consisted of the aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the Company’s annual financial statements and review of financial statements included in the Company’s Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.

Audit-Related Fees

These amounts consisted of the aggregate fees billed for each of the last two fiscal years for assurance and related services that are reasonably related to the performance of the audit or review of the Company’s consolidated financial statements and are not reported under “Audit Fees.” These fees were for professional services incurred in connection with the issuance of consents related to S-1 filings.

Tax Fees

These amounts consisted of the aggregate fees billed for each of the last two fiscal years for tax services including tax compliance and the preparation of tax returns and tax consultation services. There were no such services by our principal accountant in 2022 or 2021.

All Other Fees

These amounts consisted of the aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above. There were no such services by our principal accountant in 2022 or 2021.

PART IV

Item 15. Exhibit and Financial Statements Schedules.

(a)(1) Index to Consolidated Financial Statements

The Financial Statements listed in the Index to Consolidated Financial Statements are filed as part of this Annual Report on Form 10-K. See Part II, Item 8, “Financial Statement and Supplementary Data.”

(a)(2) Financial Statement Schedules

Other financial statement schedules for the years ended December 31, 2022, and 2021 have been omitted since they are either not required, not applicable, or the information is otherwise included in the consolidated financial statements or the notes to consolidated financial statements.

(a)(3) Exhibits

The Exhibits listed in the accompanying Exhibit Index are attached and incorporated herein by reference and filed as part of this report.

Item 16. Form 10-K Summary

None.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☒	Smaller reporting company	☒
		Emerging growth company	☐

Quarterly period	High		Low
Fiscal year ended December 31, 2023:
First Quarter	$	0.0048	$	0.0011
Second Quarter	$	0.0142	$	0.0068
Third Quarter	$	0.0056	$	0.0011
Fourth Quarter	$	0.0030	$	0.0011

Fiscal year ended December 31, 2022:
First Quarter	$	0.0042	$	0.0014
Second Quarter	$	0.0037	$	0.0010
Third Quarter	$	0.0045	$	0.0010
Fourth Quarter	$	0.0028	$	0.0010

		Twelve months ended December 31,
		2023		2022		Change ($)
Cash flow (used in) provided by operating activities	$	(23,009)	$	278,115	$	(301,124)
Cash flow (used in) provided by investing activities	$	–	$	36,071	$	(36,071)
Cash flow (used in) provided by financing activities	$	27,876	$	(269,979)	$	297,855

	AMERITEK VENTURE, INC.

Dated: March 29, 2024	By:	/s/ Shaun Passley
		Shaun Passley, PhD
		Chief Executive Officer, CFO, Chairman

EXHIBIT NO.		DOCUMENT

31.1		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
31.2		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities Exchange Act.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.