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May 15, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 3 to Registration Statement on Form F-1
Filed April 30, 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 29, 2024 letter.
Amendment No. 3 to Registration Statement on Form F-1
Consolidated Statement of Financial Position, page 122
1.In response to prior comment 5, you have revised your disclosure on pages 84 and 144 to
include a reconciliation showing $236,884 in Wages and Benefits reported in Operating
Expense and $21,708 reported in Long-term Asset for drone development. However, you
disclose that the current portion of the advance of $2,500,000 was expected to be provided
in services by Epazz within a twelve-month period based on the current projected needs of
the Company. Please tell us how your classification of Short-term Advance to Affiliate for
Future Services in current assets complies with Paragraphs 66 to 68 of IAS 1.
Statements of Cash Flows, page 125
2.In response to prior comment 4, you have revised the Statement of Cash Flows and moved
the advance to affiliate for futures services under operating activities, instead of revising

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 May 15, 2024 Page 2
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
May 15, 2024
Page 2
your disclosure to be consistent with your response to prior comment 6 in your letter dated
April 10, 2024. However, the reconciliation on pages 84 and 144 that was provided in
response to prior comment 5 shows $2,545,124 in Advances to Epazz, $341,850 in Sale of
ZenaPay to Epazz, $236,884 in Wages and Benefits reported in Operating Expense, and
$21,708 reported in Long-term Asset for Drone Development. Please identify the
reconciling items that are considered operating, investing, or financing activities, explain
how such items meet the descriptions discussed in Paragraphs 15, 16, or 17 of IAS 7, and
move those amounts to the appropriate classification.
3.We have reviewed your response to prior comment 6. Additionally, you now disclose that
on page 148 that “We have revised the Statement of Cash flows and moved the advance to
affiliate for future services under operating activities for 2023 and the previous period
presented”. However, page 126 discloses that “We also changed the presentation of the
“Advance to affiliate” on the statement of cash flows to investing activities from financing
activities since it was incorrectly classified as a financing activity, per IAS 7”. Please
revise these disclosures after identifying the reconciling items that are considered
operating, investing, or financing activities, explaining how such amounts meet the
descriptions discussed in Paragraphs 15, 16, or 17 of IAS 7, and moving those amounts to
the appropriate classification.
4.Please clarify whether the advances to Epazz Inc. during the year and classified as long-
term advances to affiliates represent a loan. Please help us understand why you made
additional advances while you only utilized a small portion of the short-term advance
balance. On page 64, you disclose amounts paid to Epazz for fees that are significantly
below the advances made to date. We further note that on page 42 you disclose that
"Under the [management service] agreement, [you] receive the benefits of a software
development team, office space, project management and hosting services. Epazz is paid
20% above cost". You further disclose that you currently have "45 contractors
[you] utilize via the management services agreement with Epazz that [you] utilize
throughout [y]our business". Based on these statements, clarify why the advances have not
been consumed at a higher rate to compensate Epazz for fulfilling its obligation under the
management service agreement. In addition, please clarify your statement on page 88 that
states, "Because the Company is refunding funds to ZenaTech, there would be no
traditional credit risk associated with this amount". Please clarify who the "Company" is
in this statement. Explain why there is no traditional credit risk associated with the
underutilized advances.

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 May 15, 2024 Page 3
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
May 15, 2024
Page 3
            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