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

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2025

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File No. 000-54739

Ameritek Ventures, Inc.

(Name of small business issuer in its charter)

Nevada

87-2380777

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

325 N Milwaukee Ave. Suite G1

Wheeling, IL 60090

(Address of principal executive offices)

(312) 239-3574

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: As of May 10, 2025, the Company had 613,226,791 outstanding shares of its common stock, par value $0.001.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2, of Part I of this report include forward-looking statements. These statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance, or achievements expressed or implied by forward-looking statements.

In some cases, you can identify forward-looking statements by terminology such as “may,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “predicts,” “potential,” “proposed,” “intended,” or “continue” or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other “forward-looking” information. There may be events in the future that we are not able to accurately predict or control. Before you invest in our securities, you should be aware that the occurrence of any of the events described in this Quarterly Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline and you could lose all or part of your investment. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Quarterly Report to conform these statements to actual results.

TABLE OF CONTENTS

PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Condensed Consolidated Balance Sheets (unaudited)	4
	Condensed Consolidated Statements of Operations (unaudited)	5
	Condensed Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)	6
	Condensed Consolidated Statements of Cash Flows (unaudited)	7
	Notes to Condensed Consolidated Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	21
Item 4.	Controls and Procedures	21

PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Other Information	23
Item 6.	Exhibits	23
Signatures		24

AMERITEK VENTURES, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	As of		As of
	March 31,		December 31,
	2025		2024
ASSETS
Current assets:
Cash	$	1,205	$	-
Accounts receivable, net		-		-
Prepaid expense		-		-
Total current assets		1,205		-
Property and equipment, net		-		-
Long-term assets:
Commitment fees (lines of credit)		25,872		27,720
Investment in securities		5,031,886		14,053,981
Patent		250,000		250,000
Product development, net		102,001		104,001
Goodwill		1,771,676		1,771,676
Total long-term assets		7,181,435		16,207,378
Total assets	$	7,182,640	$	16,207,378
LIABILITIES AND STOCKHOLDER’S EQUITY
Current liabilities:
Accounts payable	$	525,742	$	516,350
Short-term advance from affiliate		317,893		317,793
Accrued interest and expenses		625,176		600,032
Short-term debt		21,000		21,000
Total current liabilities		1,489,811		1,455,175
Long-term liabilities:
Long term debts		1,022,411		1,022,411
Total liabilities		2,512,222		2,477,586
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 59,988,972 issued and outstanding, at end of period and start of period respectively		599,890		599,890
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, 613,226,791 issued and outstanding, respectively		613,227		613,227
Additional paid in capital		881,317		881,317
Accumulated deficit		2,080,261		11,139,635
Total stockholders' equity		4,670,418		13,729,792
Total liabilities and stockholders' equity	$	7,182,640	$	16,207,378

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:				Date:
Place: New Delhi, India				Place: Chicago, Illinois, United States of America

AMERITEK VENTURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the three months ended

March 31, 2025 and March 31, 2024

(Unaudited)

		Three months ended		Three months ended
		March 31,		March 31,
		2025		2024
Revenue: Operating Revenue	$	-	$	215,922

Expenses:
Development and support		2,000		102,769
General and administrative		8,287		40,752
Depreciation and amortization		-		10,045
Total operating expenses		10,287		153,566
Operating (loss)/income		(10,287)		62,356
Other expense:
Interest expense		(26,992)		(42,659)	)
Gain/(loss) on Investment		(9,022,095)
Net income/(loss) for the period:		(9,059,374)		19,697
Net income (loss) per common share:
Basic	$	(0.00)	$	0.00
Diluted	$	(0.00)	$	0.00
Shares used in computing earnings per share
Basic		583,226,791		554,226,791
Diluted		583,226,791		554,226,791

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:				Date:
Place: New Delhi, India				Place: Chicago, Illinois, United States of America

AMERITEK VENTURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

For the three months ended

March 31, 2025 and March 31, 2024

(Unaudited)

Series A

Series B

Series C

Series D

Series E

Additional

Total

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, 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

Debt conversion

29,000,000

$29,000

$3,480

$32,480

Net loss three months ended, March 31, 2024

$19,696

Balance, March 31, 2024

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

583,226,791

$583,227

$888,517

$(2,359,562)

$207,795

Balance, December 31, 2024

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

613,226,791

$613,227

$881,317

$11,139,635

$4,707,697

Net loss three months ended March 31, 2025

$(9,059,374)

$(37,278)

Balance, March 31, 2025

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

613,226,791

$613,227

$881,317

$2,080,261

$4,670,419

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:				Date:
Place: New Delhi, India				Place: Chicago, Illinois, United States of America

AMERITEK VENTURES, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

For the three months ended

March 31, 2025 and March 31, 2024

(Unaudited)

	Three months ended		Three months ended
	March 31,		March 31,
	2025		2024
Cash flows from operating activities:
Net income (loss)	$	(9,059,374)	$	19,697
Adjustments to reconcile net loss to net cash used in operating activities:
Amortization and depreciation		2,000		10,045
Amortization of LOC commitment fees		1,848		1,848
Gain/(loss) on Investment		9,022,095
Decrease (increase) in assets:
Accounts receivable		-		3,507
Increase (decrease) in liabilities:
Accounts payable		9,392		(371,350	)
Accrued interest		25,144		29,150
Deferred revenues		-		290,319
Short-term advance from affiliate		100		-
Net cash flow (used in)/ provided by operating activities		1,205		(16,784	)
Cash flows from investing activities:
Product development expenditures		-		-
Net cash flow (used in)/ provided by investing activities		-		-
Cash flows from financing activities:
Change in line of credit		-		25,750
Repayment of long-term debt		-		(12,339	)
Net cash flow (used in)/provided by financing activities		-		13,411
Net increase (decrease) in cash				(3,373	)
Cash – beginning of the year		-		5,618
Cash – end of the period	$	-	$	2,245
Supplemental cash flow information
Cash paid for interest	$	1,205	$	5,453
Non-cash investing and financing activities:
Conversion of debt to Class A common stock	$	-	$	32,840

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:				Date:
Place: New Delhi, India				Place: Chicago, Illinois, United States of America

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.

Ameritek entered into a selling agreement with ZenaTech, Inc., a related party, to sell 100% of Ecker Capital, LLC membership shares on October 14, 2024 with an effective date of October 1, 2024. ZenaTech’s controlling stock interest is owned by Epazz, Inc. and Shaun Passley, PhD. ZenaTech, Inc. issued members 3,000 ZenaTech Super Voting Shares, 1,000,000 ZenaTech Common Shares and 300,000 ZenaTech Preferred shares (notes 5 and 10).

The fair value of the ZenaTech common stock was determined based on the market price quoted on Nasdaq. The closing price of ZenaTech common stock was $7.69 per share at the reporting date.

Ecker Capital, LLC is the holding parent company of Interactive Systems, Inc., interlinkOne, Inc. and ESM Software, Inc. As a result of the sale the only revenue for Ameritek Ventures, Inc. comes from DittoMask, Inc. DittoMask did not generate profit of over $1,000 in 2024.

2.SUMMARY OF ACCOUNTING PRINCIPLES

Basis of Accounting

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

Use of Estimates

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

Cash and Cash Equivalents

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

Long-lived Assets

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

Property and Equipment

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

Furniture and fixtures		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.

Ameritek sold Ecker Capital, LLC with all its fixed assets to ZenaTech as of October 1, 2024. It currently does not have any fixed assets.

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 $10,045 for the three months ended March 31, 2024, and $441,326 for the year ended December 31, 2023.

(a)Product Development

During the fourth quarter of 2022, certain historical accounts have been reclassified to comply with their treatment according to ASC. What was classified as goodwill in 2021 is classified as product development for 2022. Upon further consideration, discussion and review, the Company has reverted to its previous classification of goodwill, separating goodwill from product development during 2023. Goodwill is not being amortized.

(b)Patent

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

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

Goodwill

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

The impairment loss would be calculated by comparing the implied fair value of reporting unit goodwill to its carrying amount. In calculating the implied fair value of reporting unit goodwill, the fair value of the reporting unit is allocated to all of the other assets and liabilities of that unit based on their fair values. The excess of the fair value of a reporting unit over the amount assigned to its other assets and liabilities is the implied fair value of goodwill. An impairment loss would be recognized when the carrying amount of goodwill exceeds its implied fair value. The Company's evaluation of goodwill completed during the past periods resulted in no impairment losses for the year ended December 31, 2024.

The Company does not currently amortize goodwill.

Beneficial Conversion Features

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

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

Basic and Diluted Net Earnings per Share

Basic net earnings (loss) per common share is computed by dividing net earnings (loss) applicable to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted net earnings (loss) per common share is determined using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents,

consisting of shares that might be issued upon exercise of common stock options. In periods where losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive.

Earnings per Share

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

Dividends

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

Revenue Recognition

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

Performance Obligations

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

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

Ameritek had $600,032 outstanding performance obligations comprised of deferred revenue as of December 31, 2024.

We had no outstanding performance obligations comprised of deferred revenue as of March 31, 2025.

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 $Nil and $7,163, on advertising for the three months ended March 31, 2025, and December 31, 2024.

Recent Accounting Pronouncements

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

Bansal & Co. LLP served as our principal independent public accountant for reporting fiscal year ended December 31, 2024.

3.FAIR VALUE OF FINANCIAL INSTRUMENTS

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

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

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

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

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

The following schedules summarize the valuation of financial instruments at fair value on a non-recurring basis in the balance sheets as of March 31, 2024 and December 31, 2023.

	Fair Value Measurements as of March 31, 2025
	Level 1		Level 2			Level 3
Assets
Commitment fees – lines of credit	$	-	$	25,872		$	-
ZenaTech securities		-		5,031,886			-
Total assets		-		5,057,758			-

Liabilities
Short-term debt		-		21,000			-
Short-term advance from affiliate				317,893
Long-term debt, including current portion		-		1,022,411			-
Total liabilities	$	-	$	(1,361,304	)	$	-

Ameritek sold Ecker Capital, LLC to ZenaTech, Inc., a related party, on October 1, 2024. As a result of this sale, Ameritek owns an investment in ZenaTech, Inc. as of March 31, 2025 Ameritek owned :

- 1,583,333 common shares of ZenaTech stock.

- 5,000 super voting shares of ZenaTech stock and,

- 750,000 preferred shares of ZenaTech stock.

Ameritek owes Epazz, a related party, $317,793, representing amounts transferred in error as of March 31, 2025 and December 31, 2024 (note 10).

For a detailed description of the sale, please refer to notes 5, Divestitures, and note 10, Related Parties.

	Fair Value Measurements as of December 31, 2024
	Level 1		Level 2			Level 3
Assets
Commitment fees – lines of credit	$	-	$	27,720		$	-
ZenaTech securities		-		14,053,981			-
Total assets		-		14,081,701			-

Liabilities
Short-term debt		-		21,000			-
Short-term advance from affiliate		-		317,793			-
Long-term debt, including current portion		-		1,022,411			-
Total liabilities	$	-	$	(1,361,304	)	$	-

There were no transfers of financial assets or liabilities between Level 1 and Level 2 inputs for the balance sheet periods ended March 31, 2025, and December 31, 2024.

4.PROPERTY AND EQUIPMENT

Property and equipment consisted of the following for the three months ended March 31, 2025 and year ended December 31, 2024,

		March 31, 2025		December 31, 2024
Furniture and fixtures	$	-	$	-
Computer and equipment		-		-
Software		-		-
Assets held under capital leases		-		-
Total property and equipment		-		-
Less: accumulated depreciation		-		-
Net property and equipment	$	-	$	-

Ameritek did not have any fixed assets as of March 31, 2025 and December 31, 2024. The assets held as of September 30, 2024 were sold with Ecker Capital to ZenaTech during the last quarter of 2024 (note 5).

5.DIVESTITURES

Ameritek Ventures, Inc. entered into an acquisition agreement with ZenaTech, Inc. to acquire Ecker Capital, LLC ("Ecker") on October 14, 2024, with an effective date of October 1, 2024. Ecker Capital, LLC is a subsidiary of Ameritek Ventures, Inc.

In consideration of the purchase of Ecker, ZenaTech issued to Ameritek the following shares:

·5,000 Super Voting Shares with a stated value of $30.00 per share and an effective value of $2.13 per share,

·1,000,000 Common Shares at $2.67 per Common share and

·750,000 Preferred Shares with a stated value of $3.00 per share and an effective value of $2.49 per share.

Epazz is the principal shareholder of Ameritek with 95% voting control of Ameritek. Shaun Passley, PhD is the sole director and the CEO of Ameritek and the Managing Director of Ecker. Since Shaun Passley, PhD is also the Chief Executive Officer, a director and a stockholder of ZenaTech he is considered a related party to Ecker, Ameritek and ZenaTech and, therefore, Ecker and Ameritek are considered "related parties" to ZenaTech, and the acquisition of Ecker by ZenaTech constituted a related party transaction.

Ecker is located at 602 W 5th Avenue, Suite B, Naperville, Illinois and is the software developer for warehouse products. This purchase was a benefit to ZenaDrone for its IQ drone series. Ecker is a parent holding company of Interactive Systems, Inc., interlinkONE, Inc, and ESM Software, Inc., three software technology companies.

The Company has received an independent valuation of the business of Ecker, which was prepared by the Stonebridge Advisory of Pasadena, California (“Valuator”). The effective date of the valuation is September 30, 2024, and is based on Ecker as an on-going concern which assumes Ecker has the financial resources to continue operating into the foreseeable future. All traditional approaches to value were considered by the Valuator and specific methods and calculations were weighted to reflect Ecker's value. Ecker was appraised using the fair market value as the standard of value assuming no discount for a lack of control (DLOC) and no adjustment for lack of marketability (DLOM). Because the balance sheet of Ecker might not represent the business, this valuation only values the enterprise value. The enterprise value is the invested capital value (debt and equity) of the business.

The Fair Market Value (enterprise value) of Ecker is estimated at $4,554,556. After any balance sheet adjustments, the adjusted value is $3,573,878 and after subtraction of term debt, if any, the equity value is $2,790,000. Equity value subtracts interest-bearing term debt and the working capital surplus or shortage, if any, from the enterprise value. A 100.00% interest of the Company's equity equals $4,550,000 . The Valuator's conclusion is subject to the Report's Limiting Conditions and the note in the conclusion section.

The Fair Market Value (FMV) is defined as the value an asset or liability would exchange hands given a willing buyer and seller negotiate an "arms-length" transaction with neither party under duress and with the parties having access to all pertinent information. The valuation supports the issuance of number of shares issued and the transaction at arm's length price.

The following table describes the purchase of Ecker Capital, Inc. as of October 1, 2024.


Assets acquired		USD
Cash	$	7,334
Accounts receivable		136,214
Less liabilities assumed
Accounts payable		(191,744)
Deferred revenue		(242,546)
SBA Loan – Interactive Systems, Inc.		(535,145)
SBFS LLC Loan dba RapidAdvance		(44,684)
Net Asset (Liability) Acquired	$	(870,571)

This being a transaction under common control the assets and liabilities are accounted for at the carrying amount of previous owner.

6.PRODUCT DEVELOPMENT COSTS

Product Development

Product development activity for the first three months ending March 31, 2025 is described in the table below.

			Accumulated	Beginning	Amortization	Total	Net
	Basis	Additions	Amortization	Book Value	3 Mo. Period End.	Amortization	Book Value
	12/31/2024	03/31/2025	12/31/2024	12/31/2024	03/31/2025	03/31/2025	03/25/2025
Ameritek	$120,000	$Nil	$ 16,000	$104,000	$2,000	$18,000	$102,000
InterlinkONE – retired	-	-	-	-	-	-	-
InterlinkONE - retired	-	-	-	-	-	-	-
Interactive Systems - retired	-	-	-	-	-	-	-
Total costs	$120,000	$Nil	$16,000	$104,000	$2,000	$18,000	$102,000

Product development activity for the year ended December 31, 2024 is described in the table below.

			Accumulated	Beginning	Amortization	Total	Net
	Basis	Additions	Amortization	Book Value	12 Mo. Period End.	Amortization	Book Value
	12/31/2023	12/31/2024	2023	12/31/2023	12/31/2024	12/31/2024	12/31/2024
Ameritek	$120,000	$Nil	$ 8,000	$112,000	$8,000	$16,000	$104,000
InterlinkONE - retired	-	-	-	-	-	-	-
InterlinkONE - retired	-	-	-	-	-	-	-
Interactive Systems - retired	-	-	-	-	-	-	-
Total costs	$120,000	$Nil	$8,000	$112,000	$8,000	$16,000	$104,000

Goodwill

Goodwill activity during the first three months ending March 31, 2025 is described in the table below.

			Accumulated	Beginning	Amortization	Total	Net
	Basis	Additions	Amortization	Book Value	3 Mo. Period End.	Amortization	Book Value
	12/31/2024	03/31/2025	12/31/2024	12/31/2024	03/31/2025	03/31/2025	03/31/2025
Boski software	$235,660	$Nil	$ -	$235,660	$-	$-	$235,660
Boski software	1,036,016	-	-	1,036,016	-	-	1,036,016
VW Win software (acquired)	500,000	-	-	500,000	-	-	500,000
Interactive Systems - retired	-	-	-	-	-	-	-
Total costs	$1,171,676	$Nil	$-	$1,171,676	$-	$-	$1,171,676

Ameritek does not amortize the goodwill from Bozki, VW Win since it is not currently using the software. The Company retired the Interactive Systems goodwill with the sale of Ecker Capital, LLC to ZenaTech, Inc. during the last quarter of 2024.

Goodwill activity during the year ended December 31, 2024 is described in the table below.

			Accumulated	Beginning	Amortization	Total	Net
	Basis	Additions	Amortization	Book Value	12 Mo. Period End.	Amortization	Book Value
	12/31/2023	12/31/2024	12/31/2024	12/31/2023	12/31/2025	12/31/2025	12/31/2025
Boski software	$235,660	$Nil	$ -	$235,660	$-	$-	$235,660
Boski software	1,036,016	-	-	1,036,016	-	-	1,036,016
VW Win software (acquired)	500,000	-	-	500,000	-	-	500,000
Interactive Systems - retired	-	-	-	-	-	-	-
Total costs	$1,171,676	$Nil	$-	$1,171,676	$-	$-	$1,171,676

7.SHORT-TERM DEBT

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

Ameritek issued $185,000 non-convertible promissory note to Cloud Builder, Inc. on May 13, 2021 for a forty-two month note at 15% interest. The Company’s management and that of Cloud Builder, Inc. decided it was in their best interest to convert the note on August 5, 2021. Ameritek issued 30,000,000 shares to Cloud Builder, Inc. in consideration for $166,330 on September 9, 2021, 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 $21,000 for this short-term debt as of March 31, 2025.

Ameritek owed $21,000 for this short-term debt as of December 31, 2024.

8.LOANS PAYABLE

Ameritek Ventures, Inc. has the following loan payable as of March 31, 2025, and December 31, 2024.

	March 31,		December 31,
		2025		2024
Bozki1 loan #1 (note 10)	$	200,000	$	200,000
Bozki2 loan #2 (note 10)		572,411		572,411
VW Win Epazz3 loan (note 10)		250,000		250,000
SBA Reading Coop loan - sold		-		-
SBA Interactive Systems loan - sold		-		-
SBFC LLC loan - sold		-		-
Cloud Builder note		-		-
Less: current portion		-		-
Total promissory notes, less current portion	$	1,022,411	$	1,022,411

1 Bozki, Inc. had a note with Epazz, Inc., a related party. Epazz, Inc. owns the Company’s voting stock. Shaun Passley, PhD is majority owner of Epazz’s voting stock and the President of the Company. See ‘Assumption of $200,000 note from Bozki merger’ below and note 10.

2 Bozki, Inc. had a note with Epazz, Inc., a related party. Epazz, Inc. owns the Company’s voting stock. Shaun Passley, PhD is majority owner of Epazz’s voting stock and the President of the Company. See ‘Assumption of $1,000,000 note from Bozki merger’ below and note 10.

3 VW Win, Inc. had a note with Epazz, Inc., a related party. Epazz, Inc. owns the Company’s voting stock. Shaun Passley, PhD is majority owner of Epazz’s voting stock and the President of the Company. See ‘Assumption of $250,000 note from VW Win merger’ below and note 10.

Ameritek utilizes its available lines of credit with related parties (note 10) to justify the long-term classification of the current portion of third-party debt. As such the current portion of long-term debt of $48,567 is recorded as a long-term liability in the balance sheet as March 31, 2025.

The current portion of long-term debt of $48,567 is recorded as a long-term liability in the balance sheet as of December 31, 2024. During the year ended December 31, 2024 the Company converted $40,901 accrued interest to long-term debt and recorded an accrued interest expense of $555,447.

Assumption of $200,000 convertible note from Bozki merger

Ameritek merged with Bozki, Inc. on November 13, 2020. At the merger the Company assumed a 10-year, convertible note of $200,000 and accrued interest of $46,648 with Epazz, Inc., (“Epazz”), a Wyoming corporation and a related party, see note 10. The promissory note had an effective date of January 1, 2018, an interest rate of eight percent (8%) per year, 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.

The total amount due under the promissory note was $200,000 and accrued interest of $115,982 as of March 31, 2025. The total number of shares of common stock the noteholder could convert was 1,974,887,500 which is the total amount due of $315,982, divided by $0.00016, or $0.0008 share price at a 20% discount rate. The Ameritek Ventures, Inc. common stock share price was $0.0008 on March 31, 2025, as quoted on the https://www.otcmarkets.com/.

rate. The Ameritek Ventures, Inc. common stock share price was $0.0007 on December 31, 2024, as quoted on the https://www.otcmarkets.com/.

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

Ameritek merged with Bozki, Inc. on November 13, 2020. At the merger the Company assumed a 10-year convertible note of $1,000,000 and accrued interest of $9,078 with Epazz, Inc., a related party, see note 10. On September 15, 2021 both parties agreed to convert $500,000 of this debt into Ameritek common stock and a nine-year note with principal of $572,410 and 8% annual interest. This note would convert into an amortizing note after 2025. On December 1, 2020 Ameritek and Epazz agreed to defer payments until January 1, 2028.

The total amount due under the promissory note was $572,411 and accrued interest of $162,183 as of March 31, 2025. The total number of shares of common stock the noteholder could convert was 4,591,212,500, which is the total amount due of $723,146, divided by $0.00016, or $0.0008 share price at a 20% discount rate. The Ameritek Ventures, Inc. common stock share price was $0.0008 on March 31, 2025, as quoted on the https://www.otcmarkets.com/.

The total amount due under the promissory note was $572,411 and accrued interest of $150,735 as of December 31, 2024. The total number of shares of common stock the noteholder could convert was 7,231,458,461, which is the total amount due of $723,146, divided by $0.0001, or $0.0007 share price at a 20% discount rate. The Ameritek Ventures, Inc. common stock share price was $0.0007 on December 31, 2024, as quoted 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

The Company merged with VW Win Century, Inc. (previously registered as FlexFridge, Inc., an Illinois Corporation) on November 10, 2020. At the merger the assuming simple note of $250,000 and accrued interest of $183,566, with Epazz, Inc., a related party, see note 10. 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 was $250,000 principal and accrued interest of $346,375 as of March 31, 2025.

The total amount due under the promissory note was $250,000 principal and accrued interest of $299,500 as of December 31, 2024.

SBA – Reading Coop loan for interlinkOne

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

Ameritek paid off the remaining balance of $3,311 during 2024.

SBA – Interactive Systems

The Company applied for a Disaster loan to cover expenses and maintain the business during the period of Covid in March 2021. The Company received a $500,000 loan for 30 years with a 3.75% interest on October 31, 2021. The SBA loan is due September 25, 2051 and interest is accrued each reporting period.

Ameritek owed $534,312, including accrued interest of $54,352 and paid $20,040, of which $6,589 represents principal as of October 1, 2024.

Ameritek sold this loan to ZenaTech with the Ecker Capital, Inc. sale on October 1, 2024 as described in note 5.

Cloud Builder, Inc. promissory note

The Cloud Builder, Inc. note for $185,000 originated on May 13, 2021 with an interest rate of 15% and a due date of December 30, 2024. The loan originally had loan 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. Ameritek 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).

The Company and Cloud Builder, Inc. agreed to convert $32,480 of this debt into 29,000,000 class A common stock on January 31, 2024, see note 9.

The Company and Cloud Builder, Inc. agreed to convert $22,800 of this debt into 30,000,000 class A common stock on April 29, 2024, see note 9.

Ameritek sold this loan to ZenaTech as of October 1, 2024.

Ameritek had a balance of $Nil on the loan with Cloud Builder, Inc. as of December 31, 2024 and March 31, 2025.

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 March 31, 2025.

There were 10,000,000 Preferred Stock Series A shares authorized, 7,488,730 issued and outstanding as of December 31, 2024.

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 March 31, 2025.

There were 10,000,000 Preferred Stock Series B shares authorized, 10,000,000 issued and outstanding as of December 31, 2024.

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 March 31, 2025.

There were 60,000,000 Preferred Stock Series C shares authorized, 59,988,972 issued and outstanding as of December 31, 2024.

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, 9,083,630 issued and outstanding as of March 31, 2025.

There were 10,000,000 Preferred Stock Series D shares authorized, 9,083,630 issued and outstanding as of December 31, 2024.

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 March 31, 2025.

There were 23,000,000 Preferred Stock Series E shares authorized, 23,000,000 issued and outstanding as of December 31, 2024.

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 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 March 31, 2025 the common stock share price closed at $0.0008 per share and the Company had approximately 110 shareholders.

Ameritek issued 29,000,000 shares of Common Stock for debt conversion to Cloud Builder, Inc. into class A common stock, consistent with the terms of the agreement on March 14, 2024 (note 8).

There were 950,000,000 shares of common stock authorized, 613,226,791 issued and outstanding as of March 31, 2025.

There were 950,000,000 shares of common stock authorized, 613,226,791 issued and outstanding as of December 31, 2024.

10.RELATED PARTIES

We organized the related party transactions in the table below according to ASC 850 by total as of March 31, 2025. 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 March 31, 2025	Total dollars as of March 31, 2025
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.	Owner of over 95% voting stock	Assumption of Bozki, Inc. note		299,982
6	Epazz, Inc.	Owner of over 95% voting stock	Assumption of Bozki, Inc. note		688,801
7	Epazz, Inc.	Owner of over 95% voting stock	Assumption of VW Win, Inc. note		558,875
8	Epazz, Inc.2	Owner of over 95% voting stock	Management Services Agreement	-	176,500
9	GG Mars Capital, Inc.	President is Vivienne Passley, Shaun Passley's family member.	Preferred C stock ownership	22,159,336	-
10	GG Mars Capital, Inc.	President is Vivienne Passley, Shaun Passley's family member.	Common stock ownership	18,103,638	-
11	Vivienne Passley	Shaun Passley's family member.	Common stock ownership	300	-
12	Star Financial Corporation	President is Fay Passley, Shaun Passley's family member.	Preferred C stock ownership	22,236,666	-
13	Star Financial Corporation	Fay Passley, President of Star Financial Corporation is Shaun Passley's family member.	Common stock ownership	18,106,005	-
14	Fay Passley	Shaun Passley's family member	Common stock ownership	300	-
15	Craig Passley	Shaun Passley's family member	Preferred C stock ownership	4,800,000	-
16	Craig Passley	Shaun Passley's family member	Common stock ownership	300	-
17	Olga Passley	Shaun Passley's family member	Common stock ownership	300	-
18	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

The total amount due under the promissory note was $200,000 and accrued interest of $111,982 as of December 31, 2024. The total number of shares of common stock the noteholder could convert was 3,119,817,352, which is the total amount due of $311,982, divided by $0.0001, or $0.0007 share price at a 20% discount rate. The Ameritek Ventures, Inc. common stock share price was $0.0007 on December 31, 2024, as quoted on the https://www.otcmarkets.com/.

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

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

The total amount due under the promissory note was $250,000 principal and accrued interest of $346,375 as of March 31, 2025.

The total amount due under the promissory note was $250,000 principal and accrued interest of $337,000 as of December 31, 2024.

Management agreement with Epazz, Inc.

Ameritek entered into a management agreement with Epazz, Inc., a related party, with a minimum annual fee of $350,000 on November 12, 2020 in consideration for the services provided and to be provided. Epazz, Inc. is a company controlled by Shaun Passley, Ameritek Ventures’ Chief Executive Officer. As per the management services agreement between Ameritek and Epazz, Epazz shall charge a minimum annual fee of $350,000.

There were no development and support expenses charged by Epazz, Inc. under the management services agreement between Ameritek and Epazz for the three months ended March 31, 2025.

The development and support expenses included $634,970 charged by Epazz, Inc. under the management services agreement between Ameritek and Epazz for the year ended December 31, 2024. As per the management services agreement between Ameritek Ventures, Inc. and Epazz Inc., Epazz shall charge a minimum annual fee of $350,000.

The $783,626 expenses consisted of

Programming and support of $158,883,

Salary of $232,930, and

Product development cost of $391,813.

Other transactions

The Company had an accounts payable balance of $317,713 due to Epazz, Inc. as of March 31, 2025.

11.LEGAL PROCEEDINGS

The Company filed a lawsuit in the Clark County, Nevada, court against Clinton L. Stokes, III, the former owner of the Company, to settle the matter of shares ownership and that of if the asset coming from Fiber Optic Assets was purchased free and clear of any encumberment from Meridian Financial Group, LLC on March 6, 2023. Meridian Financial Group, LLC has a claim on the assets in the business of fiber optics previously owned by Clinton L. Stokes III. This case is still pending. There is no trial date set for this case. This litigation is not expected to have a material effect on the Company.

12.INCOME TAXES

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

The Company did 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 assets acquired.

The Company did not pay any income taxes for the three months ended March 31, 2025 or the year ended December 31, 2024.

13. SUBSEQUENT EVENTS

None.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.‌

The following discussion and analysis of the Company’s historical results of operations and liquidity and capital resources should be read in conjunction with the unaudited consolidated financial statements of the Company and notes thereto appearing elsewhere herein. The following discussion and analysis also contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors. See “Forward Looking Statements” in our Annual Report on Form 10-K for the year ended December 31, 2022.

Business Overview

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 and FlexFridge portable medical use mini-fridge. We also develop blockchain technology software programs under WebBeeO and CordTell companies. Furthermore, Ameritek Ventures explores augmented reality technology with Passley, Inc., and 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. The Company also recently created a new business, Equock, Inc., with which the Company will develop an electric bicycle with a focus on the growing online delivery industry.

The fair value of the ZenaTech common stock was determined based on the market price quoted on Nasdaq. The closing price of ZenaTech common stock was $7.69 per share at the reporting date.

Business Strategy

Management plans to raise equity capital to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working capital purposes.

Critical Accounting Policies

Our significant accounting policies are more fully described in the notes to our financial statements included herein for the three months ended March 31, 2025.

New and Recently Adopted Accounting Pronouncements

Any new and recently adopted accounting pronouncements are more fully described in Note 2 to our condensed consolidated financial statements included herein for the three months ended March 31, 2025.

Results of Operations

For the three months ended March 31, 2025, and 2024

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Results of Operations

For the three months ending March 31, 2025, and 2024

Ameritek no revenue for the three months ended March 31, 2025, as compared to $215,922 for the same period ended 2024, as a result of the sale of Ecker Capital, LLC with its subsidiaries Interactive Systems, Inc. and interlinkONE, Inc.

Ameritek had no operating income and incurred $2,000 for development and support, and $8,287 in general and administrative costs for the first quarter of 2025. The Company had $102,769 development and support costs, general and administrative costs of $40,742 and $10,045 of product development costs amortization during the first quarter of 2024. These changes are also a result of the Interactive and interlinkONE sale.

Net operating loss before other income was $(10,287) for the first quarter of 2025, as compared to a net income of $62,356 for 2024. All the changes above are due to the sale of Ecker Capital.

Interest expense was $26,992 for the three months ending March 31, 2025, compared to $42,639 for the three months ending March 31, 2024. Ameritek does not have three of the loans it previously had to pay or accrue interest expense for.

The Company had a loss of $9,059,374 on the Investment in ZenaTech during the first quarter of 2025.

Ameritek had a net loss of $9,059,374 for the three months ended March 31, 2025 and had a net income of $19,697 during the first three months of 2024 due to the sale of Ecker Capital.

Liquidity and Capital Resources

Cash Flow

The Company currently funds its operations, including working capital and capital expenditures, and acquisitions through cash, cash equivalents and short-term investments and financing activities as necessary. We expect that cash, cash equivalents and short-term investments, and other sources of liquidity, such as issuing equity or debt securities, subject to market conditions, will be available and sufficient to meet all foreseeable cash requirements. The following is a summary of the changes in the Company’s cash flows followed by a brief discussion of these changes:

				Three months ended
				March 31,
		Change ($)		2025		2024
Cash flow (used in) provided by operating activities	$	17,989	$	1,205	$	(16,784)
Cash flow (used in) provided by investing activities	$	–	$	–	$	–
Cash flow (used in) provided by financing activities	$	(13,311)	$	–	$	13,411

Operating activities

Cash flow used in operating activities was $1,205 for the three months ending March 31, 2025, as compared to a cash provided by operating activities of $(16,784) for the same period of 2024. Net operating income decreased by $56,976 during the first quarter of 2025 as compared to the same 2024 period. Deferred revenue decreased to $Nil as there is no accounts receivable to bill. Amortization and depreciation decreased by $8,085 in the first quarter of 2025 compared to the same period of 2024. Amortization of the line of credit commitment fees remained the same at $1,848. Accounts payable decreased by $380,742 as the Company sold most of its payable to ZenaTech.

Investing Activities

There were no investing activities during the three months ending March 31, 2025, or 2024.

Financing Activities

Cash provided by financing activities was $Nil as of March 31, 2025 and $25,750 for the three months ended March 31, 2024, while the repayment of long-term debt is now $Nil, as compared to $12,339 as of March 31, 2024.

Cash and Cash Equivalents

The Company had no cash as of March 31, 2025, as compared with $2,245 as of March 31, 2024.

Off Balance Sheet Arrangements

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

Recent Accounting Pronouncements

Management did not contemplate any accounting standards and interpretations issued which are expected to have a material impact on the Company’s financial position, operations or cash flows during the three months ended March 31, 2024, or for the year ended December 31, 2023.

Item 3. Quantitative and Qualitative Disclosures about Market Risk‌

Pursuant to Item 305(e) of Regulation S-K (§ 229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We have performed an evaluation under the supervision and with the participation of our management, including our Chief Executive Officer (CEO) and Chief Financial Officer (CFO), of the effectiveness of our disclosure controls and procedures, (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of September 30, 2022. Based on that evaluation, our management, including our President and CEO and CFO, concluded that our disclosure controls and procedures were not effective as of September 30, 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:

Exhibit Number		Name of Exhibit
23		Consent of Independent Registered Public Accounting Firm
31.1		Certification of Chief Executive Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

31.2		Certification of Chief Financial Officer, pursuant to Rule 13a-14(a) of the Exchange Act, as enacted by Section 302 of the Sarbanes-Oxley Act of 2002. (1)

32.1		Certification of Chief Executive Officer and Chief Financial Officer, pursuant to 18 United States Code Section 1350, as enacted by Section 906 of the Sarbanes-Oxley Act of 2002. (1)

101.INS		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Labels Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

	AMERITEK VENTURE, INC.

Dated: May 14, 2025	By:	/s/ Shaun Passley
		Shaun Passley, PhD
		Chief Executive Officer, CFO, Chairman

	1)	lack of a functioning audit committee 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.