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April 29, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 2 to Registration Statement on Form F-1
Filed April 10, 2024
File No. 333-276838
Dear Shaun Passley:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our April 1, 2024 letter.
Amendment No. 2 to Form F-1 filed April 10, 2024
Cover page
1.In response to prior comment 5, you stated that Maxim Group LLC, Roth Capital
Partners LLC, and Ladenburg Thalmann & Co. Inc. will act as active market makers in
this offering. Please amend your cover page and plan of distribution to disclose the
abovementioned companies.
Related Party Transactions, page 82
2.We note the deletion of your prior disclosure that your agreements with GG Mars Capital,
Inc. and Star Financial Corporation were not negotiated at arm's length, and that the terms
of the Agreements may not be as favorable to you as if it had been negotiated at arm’s
length with an unaffiliated third party. Please explain why this disclosure was removed.

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 April 29, 2024 Page 2
 FirstName LastNameShaun Passley
ZenaTech, Inc.
April 29, 2024
Page 2
Index to Financial Statements, page 118
3.Please reference your content to the proper page numbers.
Statements of Cash Flows, page 125
4.Your response to prior comment 6 indicates that the classification from financing
activities to investing activities of “Advance to affiliate for future services” meets the
definition in Paragraph 16(c) of IAS 7. However, your discussion of the advance on page
143 does not indicate that this line item is comprised of “Cash payments to acquire equity
or debt instruments of other entities and interests in joint ventures (other than payments
for those instruments considered to be cash equivalents or those held for dealing or trading
purposes)”. Please revise your disclosure or advise.
5.We have reviewed your response to prior comment 6 and are reissuing the comment in
part. Please tell us why the “Advance to affiliate for future services” does not qualify as an
operating activity since they appear to represent prepayment for future services as
discussed on page 143. Clarify whether these future services represent transactions that
will enter into the determination of profit or loss. Refer to Paragraph 14(c) of IAS 7. In
addition, please reconcile the beginning balance to the ending balance for the "Advance to
affiliate for future services" account, showing advances less any services charged to this
account for the year ending December 31, 2023. Reconcile the services charged amount
noted in that reconciliation to the expenses reported on the Consolidated Income
Statements of Comprehensive Loss. In this regard, we note your disclosure on page 143
that the "current amount [i.e., $2,500,000] is expected to be provided in services by Epazz
within a twelve (12) month period based on the current projected needs of the
Company".
6.Your response to prior comment 6 states that the Company made the first change in
classification of “Advance to affiliate for future services” because the original
presentation did not fairly represent cash generated internally and the item more
accurately reflects investing activities and not cash used for operating activities. However,
your disclosure on page 146 of Amendment No. 1 to the Registration Statement on Form
F-1 indicated the first change in classification, which took place on the 2021 statement of
cash flows, moved the advances from financing activities to operating activities. As such,
we are reissuing the comment in part. Please provide us with the reasons given to you to
make a) the first change in classification occurring in 2021 that moved amounts from
financing activities to operating activities and b) the second change in classification
occurring in 2023 that moved amounts from operating activities back to financing
activities.
7.Please provide the description of the line item with the amount of ($191,768) CAD.
Revenue recognition, page 132
8.We have reviewed your response to prior comment 9. You have revised your disclosure to

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 April 29, 2024 Page 3
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
April 29, 2024
Page 3
state your services offer software-as-a-service that provides access to the software and
such revenue is recognized over time. The revised disclosure also states that your services
offer an option where the customer pays for the software and takes possession of it, while
the Company just offers software maintenance. Please revise your disclosure to include
how you recognize revenue for when the customer pays for the software and takes
possession of it. In this regard, state whether revenue is recognized at a point in time or
over time. Refer to Paragraph 32 of IFRS 15.
Item 8. Exhibits and Financial Statement Schedules, page 150
9.Your response to prior comment 10 states you were informed the consent referenced the
second amendment to the Registration Statement, but the consent only references the
“Prospectus”. In your next amendment, please have your independent registered public
accounting firm update the consent in Exhibits 23.1 to explicitly reference the most recent
amendment number (e.g., “Amendment No. 3 to the Draft Registration Statement on Form
F-1”).
            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