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March 1, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Registration Statement on Form F-1
Filed February 2, 2024
File No. 333-276838
Dear Shaun Passley:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
General
1.We note your disclosure on the cover page and throughout the registration statement that
you intend for your common stock to list on The Nasdaq Capital Market. We also note,
however, that your plan of distribution is not consistent with Nasdaq's rules for direct
listings. Please ensure your disclosure throughout the registration statement, including the
cover page, Risk Factors, and Plan of Distribution sections, is consistent with Nasdaq
rules for direct listings and clearly explains Nasdaq's current rules with respect to direct
listings.
Cover page
2.Please revise your cover page and risk factors to clearly state that the listing of your
common stock on the Nasdaq Capital Market without underwriters is a novel method for
commencing public trading in shares of your common stock and, consequently, the
trading volume and price of shares of your common stock may be more volatile than if

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shares of your common stock were initially listed in connection with an underwritten
initial public offering.
3.It appears that over 61% of the outstanding common stock is beneficially owned by Shaun
Passley, Chief Executive Officer.  Please disclose on the cover page that you will be
deemed a “controlled company” under the Nasdaq rules.  Include a risk factor that
discusses the effect, risks, and uncertainties of being designated a controlled company.
4.You state that the company has a proposed listing application pending with the Canadian
Securities Exchange as part of a dual listing.  Revise to state clearly whether the approval
of the listing application on the Canadian Securities Exchange is a condition of this direct
offering.
Risk Factors, page 12
5.Please add a risk factor that discusses the company's ability to issue an unlimited number
of common shares.
The trading price of our common stock, upon listing on the Nasdaq Capital Market, may have
little or no relationship to..., page 14
6.We note your reference here and on page 116 to the section titled “Sale Price History of
our Capital Stock.” However, you do not appear to have provided such disclosure. Please
disclose whether your common stock has a history of private transactions. Explain
whether the private transactions were included as part the independent
common stock valuation report that you reference.
Plan of Distribution, page 115
7.Please identify the financial advisors that you have engaged "with respect to certain other
matters relating to the listing of our common stock on the Nasdaq.” We note that Nasdaq
listing requirements require at least three registered and active market makers. Disclose
the activities that the financial advisors have engaged in and will conduct in connection
with the listing of the common stock on Nasdaq. Revise to disclose whether the company,
the financial advisors, the Registered Stockholders, and any affiliated persons, each intend
to rely on, and will conduct their activities in connection with anti-manipulation
provisions of the federal securities laws, including Regulation M, and in accordance with
the representations/terms set forth in the Spotify Technology S.A. No-Action Letter under
Regulation M (March 23, 2018).
8.Disclose whether the company intends to host an investor day or engage in other investor
education meetings.
Report of Independent Registered Public Accounting Firm, page 119
9.Your response to prior comment 14 states that you have included the signed consents in
respect of the audit reports for 2022 and 2021 as exhibits. However, page 179 does not

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include any consent for your audit report as part of your exhibits under Item 18.
Additionally, page 150 includes a consent that refers to the review report dated December
15, 2023 for the period ending September 30, 2023, but there is no review report included
in the filing for your interim financial statements. Please file a signed and currently dated
consent of the audit report for your year-end financial statements as an exhibit under Item
18. Refer to Item 10.G of Part I of the Form 20-F. In addition, since you have provided the
consent that refers to the review report for the interim financial statements, please include
this review report.
Statements of Cash Flows, page 126
10.Your response to prior comment 15 explains that “advance to affiliate for future services’
has been moved from financing activity to investing activity as of September 30, 2023.
However, you do not include an analysis for your reclassification, and we are reissuing the
prior comment in part. Specifically, please provide us with an analysis that supports your
reclassification to investing activity under IAS 7. As part of the analysis, please explain
why these amounts are not considered operating and financing activities under IAS 7. In
addition, tell us why the reclassification is not reflected in the earlier periods presented as
required by Paragraph 42 of IAS 8. Revise to provide any applicable disclosures required
by Paragraph 49 of IAS 8.
2. Basis of Preparation
Statement of compliance, page 128
11.Your response to prior comment 18 explains that the interim unaudited consolidated
financial statements have been authorized by the Company’s Board of Directors on
December 15, 2023, and you have revised your subsequent events disclosure on page 176
accordingly. However, you disclose on page 128 of the year-end notes to the financial
statements that interim consolidated financial statements have been authorized by the
Company’s Board of Director’s on October 25, 2023. Please revise to remove this
inconsistent statement and date or advise.
Revenue, page 133
12.We have reviewed your response to prior comment 16. However, you do not explain
whether the software license is distinct under Paragraphs B53 through B62 of IFRS 15
and how you concluded the software revenue should be recognized over time. Please
clarify the statement in your response that “subscription and maintenance revenue are
based on a product as well as a period such as a month, a quarter, a half-year and a year.”
In this regard, clarify whether subscription and maintenance arrangements include a
software license. Clarify whether the software license is also recognized monthly,
quarterly, or annually along with the subscription services. Tell us whether your
arrangements offer software-as-a-service that only provide access to the software or
whether the customer has the right to take possession of the software. If the customer
takes possession of the software, please tell us the contract terms including how any fees

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are paid and whether those fees are refundable if paid upfront. Please tell us whether the
contracts can be terminated, and if so, whether there is a penalty associated with the
termination.
Item 8. Exhibits and Financial Statement Schedules, page 179
13.Please file as exhibits the lease agreement for the manufacturing facility in Sharjah, UAE,
and your agreements with GG Mars Capital, Inc. and Star Financial Corporation.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Amanda Kim at 202-551-3241 or Stephen Krikorian at 202-551-3488 if
you have questions regarding comments on the financial statements and related matters. Please
contact Aliya Ishmukhamedova at 202-551-7519 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Karim Lalani