SecProbe.io

CORRESP
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SEC Correspondence

February 19, 2026

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Matthew Derby

Dear Sir:

Re: ZenaTech, Inc. – Form F-3 filed February 10, 2026

Pursuant to Rule 461 under the Securities Act of 1933, as amended, ZenaTech, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement on Form F-3 so that it will become effective on Friday, February 20, 2026 at 5:00 p.m., Eastern Time, or as soon thereafter as is practicable.

Yours truly,

ZenaTech, Inc.

/s/ Dr. Shaun Passley

Dr. Shaun Passley

Chief Executive Officer

cc: Karim Lalani

Boughton Law Corporation

  ZenaTech, Inc.

 777 Hornby Street

 Suite 1460

   Vancouver, BC

  Canada V7X 1S8

       NASDAQ: ZENA

February 18, 2026
Jim Sherman
Chief Financial Officer
ZenaTech, Inc.
777 Hornby Street, Suite 1460
Vancouver, British Columbia
Canada V6Z 1S4
Re:ZenaTech, Inc.
Registration Statement on Form F-3
Filed February 10, 2026
File No. 333-293356
Dear Jim Sherman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Matthew Derby at 202-551-3334 with any questions.
Sincerely,
Division of Corporation Finance
Office of Technology

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 12, 2025

Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
777 Hornby Street, Suite 600
Vancouver, A1, V6Z 1S4

 Re: ZenaTech, Inc.
 Schedule 13D filed January 21, 2025 by Shaun Passley
 File No. 005-94804
Dear Shaun Passley:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

 Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comments apply to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed January 21, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 September 30, 2024. Rule 13d-1(a) of Regulation 13D-G requires the
filing of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the September 30, 2024 event date, the Schedule 13D
submitted
 on January 21, 2025 was not timely filed. Please advise us why the
Schedule 13D was
 not filed within the required five business days after the date of the
acquisition.
2. We noticed the disclosure provided under Item 2 that indicated the
Schedule 13D was
 "filed on behalf of [the Reporting Persons] pursuant to the listing of
the Issuer's
 common shares on the Nasdaq Capital Market." The date of the Issuer's
Form 8-A that
 registered the subject class of equity is September 26, 2024. The date
of event that
 required the filing of the Schedule 13D, as disclosed on the cover page
of the
 Schedule 13D, however, was September 30, 2024. Please advise us how this
date of
 March 12, 2025
Page 2

 event was determined, and separately advise us why it appears to have
been identified
 as the date that necessitated the filing of the above-captioned Schedule
13D.
Item 5, page 1

3. We note your disclosure in Item 5(c) that "[n]one of the Reporting
Persons has
 effected any other transactions in the Issuer's common shares within the
past 60 days,
 except that Dr. Passley sold 45,447 common shares on or about January 3,
2025
 pursuant to Rule 144." Please revise to provide the requisite disclosure
with respect to
 all transactions in the securities between the deadline for timely
filing the Schedule
 13D and the actual filing of the Schedule 13D. In amending the Schedule
13D to
 include the required disclosures, please be advised that the Instruction
to Item 5(c)
 requires the beneficial owner to "describe," at a minimum, the
following: "(1) The
 identity of the person covered by Item 5(c) who effected the
transaction; (2) the date
 of transaction; (3) the amount of securities involved; (4) the price per
share or unit;
 and (5) where and how the transaction was effected."
 We remind you that the filing persons are responsible for the accuracy
and adequacy
of his disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

CORRESP
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 69 Yonge St. Suite 1403, Toronto, ON M5E 1K3

September 26, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Dear Ms. Ishmukhamedova:

Re: ZenaTech, Inc. – Form F-1 (Amendment No. 11)

Pursuant to Rule 461 under the Securities Act of 1933, as amended, ZenaTech, Inc. hereby requests acceleration of effectiveness of the above referenced Registration Statement on Form F-1 so that it will become effective on Friday, September 27, 2024, at 5:00 p.m., Eastern Daylight Time, or as soon thereafter as is practicable.

Yours truly,

ZenaTech, Inc.

/s/ Dr. Shaun Passley

Dr. Shaun Passley

Chief Executive Officer

cc: Karim Lalani

Boughton Law Corporation

CORRESP
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SEC Correspondence

September 24, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: ZenaTech, Inc. – Form F-1

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to inform the United States Securities and Exchange Commission (the “SEC”) that the Company has filed an amended Registration Statement on Form F-1 (Amendment No. 11) (the “Registration Statement”) in connection with its proposed listing on the The Nasdaq Capital Market. The purpose of the amendment is to clarify the terms of the units issued by the Company on July 15, 2024 and correct the exercise price of the warrants underlying the units. In addition, the Company has brought forward certain information in the prospectus to September 24, 2024.

The Company is also proposing to seek acceleration of the effective date of the Registration Statement after the review of the responses to the comments in this letter and the amended Registration Statement. The Company is hoping to go effective by Friday this week given the amendments made are not extensive.

We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

CORRESP
1
filename1.htm

September 18, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: ZenaTech, Inc. – Form F-1 – SEC Comment Letter Dated September 3, 2024

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “Tenth Comment Letter”) to the Company dated September 17, 2024 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form F-1 (Amendment No. 9) (the “Registration Statement”) filed by the Company with the SEC on September 6, 2024 in connection with a proposed listing of its common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the Tenth Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the Tenth Comment Letter.

Amendment No. 9 to Registration Statement on Form F-1

Consolidated Income Statements of Comprehensive Loss Expressed in Canadian dollars, page 142

1.We have reviewed your response to prior comment 3. In addition, you have revised the weighted average common shares outstanding to 16,980,325, which no longer equals the basic number of common shares outstanding of 17,016,499. Please provide a reconciliation of the numerators and the denominators of the basic and diluted per-share computations. Refer to Paragraph 70 of IAS 33.

Response: A reconciliation is provided in Schedule A hereto as requested.

Item 8. Exhibits and Financial Statement Schedules

Ex-23.2 Auditor's Consent March 31, 2024, page 208

Page 2

2.In your next amendment, please have your independent registered public accounting firm update the consent in Exhibits 23.2 to explicitly reference the most recent amendment number (e.g., “Amendment No. 10 to the Registration Statement on Form F-1”).

Response:  As there are no amendments to the prospectus, the Company has filed a short amendment to the Registration Statement that includes updated consents from the auditors that reference the most recent amendment number (ie. Amendment No. 10 to the Registration Statement on Form F-1). Please note that the Company's address and the address of Dr. Passley has recently changed to Suite 1403, 69 Yonge Street, Toronto, Ontario M5E 1K3, which has also been reflected on the cover page of the Registration Statement.

The Company is also proposing to seek acceleration of the effective date of the Registration Statement after the review of the responses to the comments in this letter and the amended Registration Statement. The Company is hoping to go effective by Friday this week given the comments from the SEC are not extensive.

We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

SCHEDULE A

September 17, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 9 to Registration Statement on Form F-1
Filed September 6, 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 September 3, 2024 letter.
Amendment No. 9 to Registration Statement on Form F-1
Consolidated Income Statements of Comprehensive Loss Expressed in Canadian dollars, page
142
1.We have reviewed your response to prior comment 3. In addition, you have revised the
weighted average common shares outstanding to 16,980,325, which no longer equals the
basic number of common shares outstanding of 17,016,499. Please provide a
reconciliation of the numerators and the denominators of the basic and diluted per-share
computations. Refer to Paragraph 70 of IAS 33.
Item 8. Exhibits and Financial Statement Schedules
Ex-23.2 Auditor's Consent March 31, 2024, page 208
In your next amendment, please have your independent registered public accounting firm
update the consent in Exhibits 23.2 to explicitly reference the most recent amendment 2.

September 17, 2024
Page 2
number (e.g., “Amendment No. 10 to the 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

CORRESP
1
filename1.htm

September 5, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: ZenaTech, Inc. – Form F-1 – SEC Comment Letter Dated September 3, 2024

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “Nineth Comment Letter”) to the Company dated September 3, 2024 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form F-1 (Amendment No. 8) (the “Registration Statement”) filed by the Company with the SEC on August 24, 2024 in connection with a proposed listing of its common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the Eight Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the Eight Comment Letter.

In addition, the Company has amended the Registration Statement to make some minor corrections and clarifications.

Amendment No. 8 to Registration Statement on Form F-1

Consolidated Statements of Financial Position

For the Six Months Ended June 30, 2024 and June 30, 2023, page 142

1.The line item for “Fixed assets, net” is presented outside of current and long-term assets. Please classify as one or the other and reference any revisions in your response. Refer to IAS 1.

Response: The Company has revised the presentation of the June 2024 financial statements and moved the fixed assets to the long-term assets category.

Note 11. Share Capital
Warrants Outstanding, page 165

Page 2

2.We have reviewed your response to prior comment 8. The comment remains outstanding, and we are reissuing the comment. You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your common shares, and this resulted in warrants exercisable to purchase one share of common stock of the Company at $12 CAD, which is equal to $8.77 USD using a conversion rate of $1 USD to $1.368 as of the balance sheet date. However, this does not recalculate based on your previously reported amounts in Amendment No. 7 to the Registration Statement on Form F-1. You previously reported a warrant to purchase one share of the Company’s common stock at a share price of $2.00 USD or $2.71 CAD, which does not appear to recalculate to $12 CAD or $8.77 USD. This comment also applies to the disclosure for Warrants Outstanding on page 200 and disclosures for Propal Investments LLC Loan on other pages of your filing. Please revise or advise. In addition, reference any revisions in your response.

Response:  We are informed that, while the debt was issued in US dollars, the warrants are exercisable in Canadian dollars given that, at the time, the Company was considering a Canadian listing. Hence, the disclosure presented is accurate as the warrants were exercisable at a price of CDN$2 pre-reverse split and are exercisable at a price of CDN$12 post-reverse spilt, the updated US equivalent being US$8.77 based on the conversion rate of US$1 to $1.368 at the balance sheet date.

21. Subsequent Events, page 176

3.We have reviewed your response to prior comment 2. In addition, you disclose the following, which does not appear to be consistent with each other. Please revise or advise and reference any revisions in your response:

•The Company had 17,080,221 shares of common stock on a post reverse stock split basis, including 63,722 shares issuable upon exercise of outstanding warrants as of June 30, 2024.

•This prospectus relates to the registration of the resale of up 17,372,050 shares of our common stock on a post-reverse split basis, including 355,551 shares issuable upon exercise of outstanding warrants.

Response: We are informed that the subsequent events note on page 172 of the Registration Statement has been amended to clarify that the Company has 17,663,879 shares of common stock outstanding on a post-reverse split basis, including 355,551 shares issuable upon exercise of outstanding warrants. The Company inadvertently missed including the 291,829 shares issued in the July 31, 2024 private placement.

4.We have reviewed your response to prior comment 2. Your Consolidated Income Statements of Comprehensive Loss discloses common shares outstanding of 17,016,499 as of June 30, 2024 and 16,843,182 as of December 31, 2023. However, pages 176, 186, and 207 do not quantify these amounts consistently in the following disclosures. Please revise or advise and reference any revisions in your response:

•The Company had 17,080,221 shares of common stock on a post reverse stock split basis, including 63,722 shares issuable upon exercise of outstanding warrants as of June 30, 2024.

Page 3

•The Company has 16,843,182 shares of common stock on a post reverse stock split basis as of December 31, 2023, including 63,722 shares issuable upon exercise of outstanding warrants.

Response:   We are informed that the Registration Statement has been amended throughout (including on pages 176, 186 and 207) to clarify that the Company had (i) 16,906,904 shares of common stock outstanding on a post-reverse split basis, including 63,722 shares issuable upon exercise of outstanding warrants as of December 31, 2023 (ii) 17,080,221 shares of common stock outstanding on a post-reverse split basis, including 63,722 shares issuable upon exercise of outstanding warrants as of June 30, 2024, and (iii) 17,663,879 shares of common stock are currently outstanding on a post-reverse split basis, including 355,551 shares issuable upon exercise of outstanding warrants.

Convertible Debt Table, page 199

5.Your response to prior comment 11 states that you have amended to correct for an inadvertent error. However, you disclose the number of shares debt can convert to be 700,988. This does not recalculate based on your previously reported amount of 2,388,982 in the table on page 193 of Amendment No. 7 to the Registration Statement on Form F-1.Please revise or advise and reconcile those changes to the amounts previously reported in your response.

Response:  We are informed that the 2,388,982 amount was based on an incorrect calculation and that the Company has revised the calculation to include a 20% discount since all these debts have stock issuances at a 20% discount. This assumes all potentially convertible debt was converted as of June 30, 2024. Other assumptions include a common stock market price of $10.28 USD or CDN$14.06 per share and a USD to Canadian conversion rate $1.368 as of June 30, 2024.

Notes

For the Years Ended December 31, 2023, and 2022

Note 11. Share Capital Outstanding, page 199

6.Your response to prior comment 7 explains that you have revised your disclosure to state the low sales price was $1.44. However, the comment remains outstanding, and we are reissuing the comment. You disclose a share price of $1.44 for shares issued and outstanding on January 1, 2022, here and in other parts of the filing. However, on page 2, you disclose that based on information available to you, the low and high sales price per share of common stock for such private transactions during the period from January 1, 2022 through July 25, 2024 was $1.71 and $10.28, respectively, on a post-reverse split basis. Please revise or advise as the price of $1.44 does not appear to fall within the range of $1.71 and $10.28. In addition, reference any revisions in your response.

Response:  We are informed the $1.71 price on page 2 of the Registration Statement was an error and the actual low price of the Company's shares during the period was $1.44 CDN. For consistency of disclosure on the page, the Company has deleted the reference to $1.71 on page 2 of the Registration Statement and replaced it with US$1.14, which is the US equivalent of $1.44 referenced previously.

Page 4

12. Stock Compensation, page 200

7.We have reviewed your response to prior comment 1. You disclose that during January 2022, you issued 185,000 common shares of the Company to your officers and board of directors at a price of $1.44 per share. Additionally, you disclose that “Based on information available to us, the low and high sales price per share of common stock for such private transactions during the period from January 1, 2022 through July 25, 2024 was $1.71 and $10.28, respectively, on a post-reverse split basis”. Please tell us why the price you have used to calculate the stock-based compensation fall below the low sales prices from January 1, 2022 through July 25, 2024. Reference any revisions in your response.

Response:   As noted above, the $1.71 price on page 2 of the Registration Statement was an error and the actual low price of the Company's shares during the period was $1.44, which was the price used in calculating the stock-based compensation paid to the Company's directors and officers.

We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

September 3, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 8 to Registration Statement on Form F-1
Filed August 20, 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 August 8, 2024 letter.
Amendment No. 8 to Registration Statement on Form F-1
Consolidated Statements of Financial Position
For the Six Months Ended June 30, 2024 and June 30, 2023, page 142
1.The line item for “Fixed assets, net” is presented outside of current and long-term assets.
Please classify as one or the other and reference any revisions in your response. Refer to
IAS 1.
Note 11. Share Capital
Warrants Outstanding, page 165
We have reviewed your response to prior comment 8. The comment remains outstanding,
and we are reissuing the comment. You disclose that on July 1, 2024, you effected a 1 to 6
reverse stock split of your common shares, and this resulted in warrants exercisable to
purchase one share of common stock of the Company at $12 CAD, which is equal to 2.

September 3, 2024
Page 2
$8.77 USD using a conversion rate of $1 USD to $1.368 as of the balance sheet date.
However, this does not recalculate based on your previously reported amounts in
Amendment No. 7 to the Registration Statement on Form F-1. You previously reported a
warrant to purchase one share of the Company’s common stock at a share price of $2.00
USD or $2.71 CAD, which does not appear to recalculate to $12 CAD or $8.77 USD.
This comment also applies to the disclosure for Warrants Outstanding on page 200 and
disclosures for Propal Investments LLC Loan on other pages of your filing. Please revise
or advise. In addition, reference any revisions in your response.
21. Subsequent Events, page 176
3.We have reviewed your response to prior comment 2. In addition, you disclose the
following, which does not appear to be consistent with each other. Please revise or advise
and reference any revisions in your response:
•The Company had 17,080,221 shares of common stock on a post reverse stock split
basis, including 63,722 shares issuable upon exercise of outstanding warrants as of
June 30, 2024.
•This prospectus relates to the registration of the resale of up 17,372,050 shares of our
common stock on a post-reverse split basis, including 355,551 shares issuable upon
exercise of outstanding warrants.
4.We have reviewed your response to prior comment 2. Your Consolidated Income
Statements of Comprehensive Loss discloses common shares outstanding of 17,016,499
as of June 30, 2024 and 16,843,182 as of December 31, 2023. However, pages 176, 186,
and 207 do not quantify these amounts consistently in the following disclosures. Please
revise or advise and reference any revisions in your response:
•The Company had 17,080,221 shares of common stock on a post reverse stock split
basis, including 63,722 shares issuable upon exercise of outstanding warrants as of
June 30, 2024.
•The Company has 16,843,182 shares of common stock on a post reverse stock split
basis as of December 31, 2023, including 63,722 shares issuable upon exercise of
outstanding warrants.
Convertible Debt Table, page 199
5.Your response to prior comment 11 states that you have amended to correct for an
inadvertent error. However, you disclose the number of shares debt can convert to be
700,988. This does not recalculate based on your previously reported amount of 2,388,982
in the table on page 193 of Amendment No. 7 to the Registration Statement on Form F-1.
Please revise or advise and reconcile those changes to the amounts previously reported in
your response.
Notes
For the Years Ended December 31, 2023, and 2022
Note 11. Share Capital
Outstanding, page 199
Your response to prior comment 7 explains that you have revised your disclosure to state
the low sales price was $1.44. However, the comment remains outstanding, and we are 6.

September 3, 2024
Page 3
reissuing the comment. You disclose a share price of $1.44 for shares issued and
outstanding on January 1, 2022, here and in other parts of the filing. However, on page 2,
you disclose that based on information available to you, the low and high sales price per
share of common stock for such private transactions during the period from January 1,
2022 through July 25, 2024 was $1.71 and $10.28, respectively, on a post-reverse split
basis. Please revise or advise as the price of $1.44 does not appear to fall within the range
of $1.71 and $10.28. In addition, reference any revisions in your response.
12. Stock Compensation, page 200
7.We have reviewed your response to prior comment 1. You disclose that during January
2022, you issued 185,000 common shares of the Company to your officers and board of
directors at a price of $1.44 per share. Additionally, you disclose that “Based on
information available to us, the low and high sales price per share of common stock for
such private transactions during the period from January 1, 2022 through July 25, 2024
was $1.71 and $10.28, respectively, on a post-reverse split basis”. Please tell us why the
price you have used to calculate the stock-based compensation fall below the low sales
prices from January 1, 2022 through July 25, 2024. Reference any revisions in your
response.
            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

CORRESP
1
filename1.htm

August 19, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: ZenaTech, Inc. – Form F-1 – SEC Comment Letter Dated August 8, 2024

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “Eighth Comment Letter”) to the Company dated August 8, 2024 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form F-1 (Amendment No. 7) (the “Registration Statement”) filed by the Company with the SEC on July 25, 2024 in connection with a proposed listing of its common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the Eight Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the Eight Comment Letter.

In addition, the Company has amended the Registration Statement to included its unaudited consolidated financial statements for the Six Months ended June 30, 2024 and related disclosure, as well as to make some minor corrections.

Amendment No. 7 to Registration Statement on Form F-1

Notes

12. Stock Compensation, page 155

1.You present stock-based compensation expense of $32,000 and $266,400 as of March 31, 2024 and December 31, 2022, respectively, which appears to be based on the following number of shares and share prices:

•20,000 common shares at $0.80 per share issued to Yvonne Rattray and Neville Brown each on February 7, 2024

•1,110,000 common shares at $0.24 per share to your officers and board of directors during January 2022

AC/13227721.1

Page 2

Additionally, you disclose that “Based on information available to us, the low and high sales price per share of common stock for such private transactions during the period from January 1, 2022 through July 25, 2024 was $1.71 and $10.28, respectively, on a post-reverse split basis”. Please tell us why the prices you have used to calculate the stock- based compensation differ from the low and high sales prices from January 1, 2022 through July 25, 2024.

Response:  We are informed that the Company inadvertently missed giving retroactive effect to the reverse stock split in certain parts of the Registration Statement. We are informed that the Company has amended the Registration Statement to ensure retroactive treatment for the stock split throughout the document and the above errors have been corrected.

21. Unaudited Subsequent Events, page 165

2.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your common shares, and you provide unaudited subsequent events beginning on pages 165 and 202. However, the historical financial statements and related financial information presented in the filing should give retroactive effect to this reverse stock split for all periods presented. Refer to paragraph 64 in IAS 33. The retroactive effect should not be presented as unaudited subsequent events in the notes to the financial statements. Additionally, the footnotes in the historical financial statements should be updated, and the unaudited subsequent events updating footnotes (beginning on pages 165 and 202) should be removed. Also, you should disclose the retroactive treatment, explain the change made, and state the date that the change became effective in a footnote. In addition, your auditor should revise their reports to reference the stock split and dual-date its opinion in accordance with PCAOB AU 530.05.

Response:  We are informed that the Registration Statement has been amended to address the above comment.

3.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your common shares, and you had 17,080,221 shares of common stock on a post reverse stock split basis as of March 31, 2024, including 63,722 shares issuable upon exercise of outstanding warrants. However, on pages 2, 114, and 119, you disclose this prospectus relates to the registration of the resale of 17,372,050 shares of your common stock on a post-reverse split basis, including 355,551 shares issuable upon exercise of outstanding warrants. Please revise or advise.

Response: We are informed that the Registration Statement has been amended to clarify that the Company has 17,016,499 shares of common stock outstanding on a post-reverse split basis and 355,551 shares issuable upon exercise of outstanding warrants.

Consolidated Statements of Changes in Shareholder's Equity (Deficiency), page 167

4.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your common shares, and this resulted in the “Share issuance for services to Maxim Group” of 41,667. However, this does not recalculate based on your previously reported “Share issuance for services to Maxim Group” of 1,000,000,000 on page 135. Additionally, your column

AC/13227721.1

Page 3

labeled “Common Shares Number” does not foot, and your “Update to footnote 3” for “Other Current Assets” on page 167 discloses 166,667 shares of the Company’s common stock was issued to the Maxim Group. Please revise or advise.

Response:  We are informed that the Registration Statement has been amended to clarify that Maxim Group was issued 166,667 shares.

Update to footnote 10. Loans Payable

Convertible Debt, page 168

5.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your common shares, and this resulted in the total number of shares that you can convert for your debt to be 911,805. However, this does not recalculate based on your previously reported table on page 154. Please revise or advise.

Response:  We are informed that the Company has amended the Registration Statement to indicate that the total number of shares that can be converted for debt is 809,689.

Update to Note 11. Share Capital

Issued and Outstanding, page 168

6.Please tell us why the following, which is disclosed as issued and outstanding on page 154, is not disclosed as issued and outstanding on page 168:

•“The Company issued 1,000,000 common shares of the Company to Maxim Partners, LLC on February 7, 2024 for advisory services in connection with its Nasdaq listing at a price of $0.80 per share.”

•“The Company issued 20,000 common shares of the Company to Yvonne Rattray on February 7, 2024 for services as director of the Company at a price of $0.80 per share (notes 12 and 15).”

•“The Company issued 20,000 common shares of the Company to Neville Brown on February 7, 2024 for services as director of the Company at a price of $0.80 per share (notes 12 and 15).”

Response:  We are informed that the Company has now addressed the above comment to correct the disclosure which was an inadvertent error.

7.You disclose a share price of $1.44 for shares issued and outstanding on January 1, 2022, here and on page 205, as well as other parts of the filing. However, on page 2, you disclose that based on information available to you, the low and high sales price per share of common stock for such private transactions during the period from January 1, 2022 through July 25, 2024 was $1.71 and $10.28, respectively, on a post-reverse split basis. Please revise or advise.

Response:  We are informed that the Registration Statement has been amended to state the low sales price was $1.44.

AC/13227721.1

Page 4

Warrants Outstanding, page 169

8.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your common shares, and this resulted in every $8.77 USD or $12 of debenture coming with a warrant to purchase one share of your common stock at a share price of $8.77 USD or $12, up to 41,667 shares at par value of $0.30. However, this does not recalculate based on your previously reported table on page 155. This comment also applies to the disclosure for Warrants Outstanding on pages 205 and 194. Please revise or advise.

Response:  We are informed that the Registration Statement has been amended to clarify the information relating to warrants to address the above comment.

Debt Financing

Propal Investments LLC Loan, page 171

9.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your common shares, and this resulted in every $8.77 USD or $12 of debenture coming with a warrant to purchase one share of your common stock at a share price of $8.77 USD or $12, up to 41,667 shares at par value of $0.30. In addition, this note can convert to 107,491 shares of common stock as of March 31, 2024. However, this does not recalculate based on your previously reported information on page 162. This comment also applies to the disclosure for Debt Financing on pages 207 and 200. Please revise or advise.

Response:  We are informed that the Registration Statement has been amended to clarify the information relating to warrants to address the above comment.

Consolidated Statements of Changes in Shareholder's Equity (Deficiency), page 204

10.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your common shares, and now you have 16,843,182 shares of common stock on a post reverse stock split basis as of December 31, 2023, including 63,722 shares issuable upon exercise of outstanding warrants. This resulted in the “Shares issued Drone patent Shares issued for services” of 500,000, which does not recalculate based on your previously reported “Shares issued Drone patent” of 6,000,000,000 on page 177. Additionally, your column labeled “Common Shares Number” does not foot, and your “Update to Note 11. Share Capital” beginning on page 204 discloses that on January 1, 2022, you issued 500,000 common shares of the Company to Shaun Passley, PhD and Epazz, Inc. each for Drone patent at a price of $1.44 per share. Please revise or advise.

Response: We are informed that the Registration Statement has been amended to correct the above noted errors which were inadvertently made by the Company.

Update to Note 10. Notes Payable

Convertible Debt, page 204

11.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your common shares, and this resulted in the total number of shares that you can convert for your debt to be 806,079. However, this does not recalculate based on your previously reported table on page 193. Please revise or advise.

AC/13227721.1

Page 5

Response:  We are informed that the Registration Statement has been amended to correct the above noted error which was inadvertently made by the Company.

We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

AC/13227721.1

August 8, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 7 to Registration Statement on Form F-1
Filed July 25, 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.
Amendment No. 7 to Registration Statement on Form F-1
Notes
12. Stock Compensation, page 155
You present stock-based compensation expense of $32,000 and $266,400 as of March 31,
2024 and December 31, 2022, respectively, which appears to be based on the following
number of shares and share prices:

•20,000 common shares at $0.80 per share issued to Yvonne Rattray and Neville
Brown each on February 7, 2024
•1,110,000 common shares at $0.24 per share to your officers and board of directors
during January 2022

Additionally, you disclose that “Based on information available to us, the low and high
sales price per share of common stock for such private transactions during the period from
January 1, 2022 through July 25, 2024 was $1.71 and $10.28, respectively, on a post-1.

August 8, 2024
Page 2
reverse split basis”. Please tell us why the prices you have used to calculate the stock-
based compensation differ from the low and high sales prices from January 1, 2022
through July 25, 2024.

21. Unaudited Subsequent Events, page 165
2.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your
common shares, and you provide unaudited subsequent events beginning on pages 165
and 202. However, the historical financial statements and related financial information
presented in the filing should give retroactive effect to this reverse stock split for all
periods presented. Refer to paragraph 64 in IAS 33. The retroactive effect should not be
presented as unaudited subsequent events in the notes to the financial statements.
Additionally, the footnotes in the historical financial statements should be updated, and
the unaudited subsequent events updating footnotes (beginning on pages 165 and 202)
should be removed. Also, you should disclose the retroactive treatment, explain the
change made, and state the date that the change became effective in a footnote. In
addition, your auditor should revise their reports to reference the stock split and dual-date
its opinion in accordance with PCAOB AU 530.05.

3.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your
common shares, and you had 17,080,221 shares of common stock on a post reverse stock
split basis as of March 31, 2024, including 63,722 shares issuable upon exercise of
outstanding warrants. However, on pages 2, 114, and 119, you disclose this prospectus
relates to the registration of the resale of 17,372,050 shares of your common stock on a
post-reverse split basis, including 355,551 shares issuable upon exercise of outstanding
warrants. Please revise or advise.
Consolidated Statements of Changes in Shareholder's Equity (Deficiency), page 167
4.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your
common shares, and this resulted in the “Share issuance for services to Maxim Group” of
41,667. However, this does not recalculate based on your previously reported “Share
issuance for services to Maxim Group” of 1,000,000,000 on page 135. Additionally, your
column labeled “Common Shares Number” does not foot, and your “Update to footnote
3” for “Other Current Assets” on page 167 discloses 166,667 shares of the Company’s
common stock was issued to the Maxim Group. Please revise or advise.
Update to footnote 10. Loans Payable
Convertible Debt, page 168
5.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your
common shares, and this resulted in the total number of shares that you can convert for
your debt to be 911,805. However, this does not recalculate based on your previously
reported table on page 154. Please revise or advise.
Update to Note 11. Share Capital
Issued and Outstanding, page 168
Please tell us why the following, which is disclosed as issued and outstanding on page 6.

August 8, 2024
Page 3
154, is not disclosed as issued and outstanding on page 168:

•“The Company issued 1,000,000 common shares of the Company to Maxim Partners,
LLC on February 7, 2024 for advisory services in connection with its Nasdaq listing
at a price of $0.80 per share.”
•“The Company issued 20,000 common shares of the Company to Yvonne Rattray on
February 7, 2024 for services as director of the Company at a price of $0.80 per share
(notes 12 and 15).”
•“The Company issued 20,000 common shares of the Company to Neville Brown on
February 7, 2024 for services as director of the Company at a price of $0.80 per share
(notes 12 and 15).”
7.You disclose a share price of $1.44 for shares issued and outstanding on January 1, 2022,
here and on page 205, as well as other parts of the filing. However, on page 2, you
disclose that based on information available to you, the low and high sales price per share
of common stock for such private transactions during the period from January 1, 2022
through July 25, 2024 was $1.71 and $10.28, respectively, on a post-reverse split basis.
Please revise or advise.
Warrants Outstanding, page 169
8.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your
common shares, and this resulted in every $8.77 USD or $12 of debenture coming with a
warrant to purchase one share of your common stock at a share price of $8.77 USD or
$12, up to 41,667 shares at par value of $0.30. However, this does not recalculate based
on your previously reported table on page 155. This comment also applies to the
disclosure for Warrants Outstanding on pages 205 and 194. Please revise or advise.
Debt Financing
Propal Investments LLC Loan, page 171
9.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your
common shares, and this resulted in every $8.77 USD or $12 of debenture coming with a
warrant to purchase one share of your common stock at a share price of $8.77 USD or
$12, up to 41,667 shares at par value of $0.30. In addition, this note can convert to
107,491 shares of common stock as of March 31, 2024. However, this does not
recalculate based on your previously reported information on page 162. This comment
also applies to the disclosure for Debt Financing on pages 207 and 200. Please revise or
advise.
Consolidated Statements of Changes in Shareholder's Equity (Deficiency), page 204
You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your
common shares, and now you have 16,843,182 shares of common stock on a post reverse
stock split basis as of December 31, 2023, including 63,722 shares issuable upon exercise
of outstanding warrants. This resulted in the “Shares issued Drone patent Shares issued
for services” of 500,000, which does not recalculate based on your previously reported
“Shares issued Drone patent” of 6,000,000,000 on page 177. Additionally, your column
labeled “Common Shares Number” does not foot, and your “Update to Note 11. Share 10.

August 8, 2024
Page 4
Capital” beginning on page 204 discloses that on January 1, 2022, you issued 500,000
common shares of the Company to Shaun Passley, PhD and Epazz, Inc. each for Drone
patent at a price of $1.44 per share. Please revise or advise.
Update to Note 10. Notes Payable
Convertible Debt, page 204
11.You disclose that on July 1, 2024, you effected a 1 to 6 reverse stock split of your
common shares, and this resulted in the total number of shares that you can convert for
your debt to be 806,079. However, this does not recalculate based on your previously
reported table on page 193. Please revise or advise.
            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

CORRESP
1
filename1.htm

SEC Correspondence

July 25, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: Re: ZenaTech, Inc. - Form F-1 (Amendment No. 7)

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to notify the United States Securities and Exchange Commission (the “SEC”) that the Company has filed an amended Registration Statement on Form F-1 (Amendment No. 7) (the “Registration Statement”) in connection with a proposed listing of its common stock on The Nasdaq Capital Market to reflect the following:

1.On July 1, 2024, a 1 for 6 reverse stock split of its common shares was effected by the Company. All share and per share data presented in the Registration Statement has been adjusted to give effect to the reverse stock split and footnotes 21 and 22 have been added to the financial statements in that regard.

2.On July 15, 2024, the Company issued 291,829 common shares at a price of $10.28 for gross proceeds of approximately $3,000,000.

3.The Company has made minor amendments to the Registration Statement to better present or clarify the disclosure.

The Company is proposing to make an acceleration request for effectiveness of the Registration Statement once these amendments are cleared by the SEC.

We trust the foregoing will be satisfactory. However, please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

AC/13167945.1

Page 2

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

AC/13167945.1

CORRESP
1
filename1.htm

June 21, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: ZenaTech, Inc. – Form F-1 – SEC Comment Letter Dated June 20, 2024

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “Sixth Comment Letter”) to the Company dated June 20, 2024 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form F-1 (Amendment No. 5) (the “Registration Statement”) filed by the Company with the SEC on June 7, 2024 in connection with a proposed listing of its common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the Sixth Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the First Comment Letter.

Amendment No. 5 to Registration Statement on Form F-1

Account Name Changes and Reclassifications, page 180

1.We have reviewed your response to prior comment 2. Additionally, you disclose on pages 147 and 180 that you changed the account name from "Salaries and benefits" to "Wages and benefits." However, you made this change in certain places of the filing but not in others. Please revise or advise.

Response:  The Company has amended the Registration Statement as requested.

We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

AC/13110072.1

Page 2

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

AC/13110072.1

United States securities and exchange commission logo
June 20, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 5 to Registration Statement on Form F-1
Filed June 7, 2024
File No. 333-276838
Dear Shaun Passley:
            We have reviewed your amended registration statement and have the following comment.
            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 June 6, 2024 letter.
Amendment No. 5 to Registration Statement on Form F-1
Account Name Changes and Reclassification, page 180
1.We have reviewed your response to prior comment 2. Additionally, you disclose on pages
147 and 180 that you changed the account name from "Salaries and benefits" to "Wages
and benefits." However, you made this change in certain places of the filing but not in
others. Please revise or advise.

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 June 20, 2024 Page 2
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
June 20, 2024
Page 2
            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 Matthew Derby at 202-551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Karim Lalani

CORRESP
1
filename1.htm

June 7, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: ZenaTech, Inc. – Form F-1 – SEC Comment Letter Dated June 6, 2024

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “Fifth Comment Letter”) to the Company dated June 6, 2024 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form F-1 (Amendment No. 4) (the “Registration Statement”) filed by the Company with the SEC on May 22, 2024 in connection with a proposed listing of its common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the Fifth Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the First Comment Letter.

Amendment No. 4 to Registration Statement on Form F-1

Consolidated Statement of Financial Position, page 135

1.Your response to prior comment 1 states that you expect to consume approximately $2,263,000 in services provided by Epazz during the twelve-month period from April 1, 2024 through March 31, 2025, when you have only received services valued at approximately $237,000 from Epazz during the first quarter ended March 31, 2024. Additionally, you disclose on page 161 that you are planning for a ramp-up period as manufacturing of the drones starts and the current asset amount will most likely increase. Please tell us in more detail how the amount of current portion is presently determined, the amount of the likely increase, and when you are likely to see the impact.

Response:  The current portion to March 31, 2024 was the amount expended with respect to services provided by Epazz in the period. However, the Company has determined that $2,263,000 will be required from April 1, 2024 through March 31, 2025 to produce the first run of drones for its pilot programs based on interest generated through marketing of the drones by the Company, including

AC/13076506.1

Page 2

to the U.S. Military, NATO and commercial customers.  The Company projects that it will need to produce over 25 ZenaDrone 1000s during the six months ending September 30, 2024 for its pilot programs. Therefore, the Company has been increasing the number of contractors it needs to manufacture the drones and consuming more services from Epazz. Once the Company has completed the pilot programs, the Company is projecting additional orders for the drones in the fall of 2024, including through continued marketing activities. Additional orders would mean more contractors will be needed to fulfill demand, which will impact the amount of services needed to complete the delivery of drones. The Company estimates that it may be required to add an addition $1 million to the current portion of the advance to affiliates in the six months after September 30, 2024.

Statements of Cash Flows, page 138

2.Your response to prior comment 3 explains that you deleted an inaccurate disclosure in the three months ended March 31, 2024 financial presentation and added a new disclosure. However, that disclosure still appears on page 147, and the new disclosure does not appear anywhere in the filing. Please revise or advise. Additionally, you state in your response and on pages 147 and 173 that “There is no change due to this update”. Please clarify what is meant by this statement.

Response:  The Company has revised the Registration Statement to delete the incorrect disclosure which was inadvertently left in the document and to add the correct disclosure. The Company has also deleted the sentence “There is no change due to this update.".

15. Related Party Transactions

Advance to Affiliate for Future Services, page 159

3.We have reviewed your response to prior comment 4. Additionally, page 159 discloses that under the management services agreement, “the Company pays Epazz for management, programming, support and various office operating costs. There were no payroll and programming and support fees for the three months ended March 31, 2024, or the year ended December 31, 2023”. However, the reconciliation table on page 160 shows an amount for Programming and Support Fees. Please revise or advise.

Response: The Company has deleted the sentence “There were no payroll and programming and support fees for the three months ended March 31, 2024, or the year ended December 31, 2023” which was inadvertently left in the Registration Statement.

We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

AC/13076506.1

Page 3

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

AC/13076506.1

United States securities and exchange commission logo
June 6, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 4 to Registration Statement on Form F-1
Filed May 22, 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 May 15, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1
Consolidated Statement of Financial Position, page 135
1.Your response to prior comment 1 states that you expect to consume approximately
$2,263,000 in services provided by Epazz during the twelve-month period from April 1,
2024 through March 31, 2025, when you have only received services valued at
approximately $237,000 from Epazz during the first quarter ended March 31, 2024.
Additionally, you disclose on page 161 that you are planning for a ramp-up period as
manufacturing of the drones starts and the current asset amount will most likely increase.
Please tell us in more detail how the amount of current portion is presently determined,
the amount of the likely increase, and when you are likely to see the impact.
Statements of Cash Flows, page 138
2.Your response to prior comment 3 explains that you deleted an inaccurate disclosure in

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 June 6, 2024 Page 2
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
June 6, 2024
Page 2
the three months ended March 31, 2024 financial presentation and added a new disclosure.
However, that disclosure still appears on page 147, and the new disclosure does not
appear anywhere in the filing. Please revise or advise. Additionally, you state in your
response and on pages 147 and 173 that “There is no change due to this update”. Please
clarify what is meant by this statement.
15. Related Party Transactions
Advance to Affiliate for Future Services, page 159
3.We have reviewed your response to prior comment 4. Additionally, page 159 discloses
that under the management services agreement, “the Company pays Epazz for
management, programming, support and various office operating costs. There were no
payroll and programming and support fees for the three months ended March 31, 2024, or
the year ended December 31, 2023”. However, the reconciliation table on page 160 shows
an amount for Programming and Support Fees. Please revise or advise.
            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

CORRESP
1
filename1.htm

May 22, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: ZenaTech, Inc. – Form F-1 – SEC Comment Letter Dated May 15, 2024

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “Fourth Comment Letter”) to the Company dated May 15, 2024 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form F-1 (Amendment No. 3) (the “Registration Statement”) filed by the Company with the SEC on April 30, 2024 in connection with a proposed listing of its common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the Fourth Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the Fourth Comment Letter.

As a preliminary matter, the Company has updated the Registration Statement to include unaudited consolidated interim financial statements for the three months ended March 31, 2024 and 2023 and related MD&A in the Registration Statement, included disclosure about advances to affiliates in the MD&A and has made certain corrections to bring forward the disclosure in the Registration Statement.

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.

AC/13042183.1

Page 2

Response: During the first quarter ended March 31, 2024, the Company received services valued at approximately $237,000 from Epazz. The value of services provided by Epazz, Inc. is expected to increase during the next twelve months. The Company expects to consume approximately $2,263,000 in services provided by Epazz during the twelve-month period from April 1, 2024 through March 31, 2025. The Company believes the Short-term Advance to Affiliates of $2,262,992 as of March 31, 2024 complies with IAS 1 Paragraph 66 which states: An entity shall classify an asset as current when: it expects to realize the asset within twelve months after the reporting period. This requirement is contingent on future expectations. The Company had estimated a higher amount for this asset in prior periods. The Company has reduced the estimate for the most recent period, March 31, 2024.

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 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.

Response: Please refer to the table detailing total advances to Epazz for future services for the period from December 31, 2022 through March 31, 2024, located in the financial statements footnote 15. The revised schedule indicates whether an item is an operating activity or investing activity. There were no activities that meet the definition of financing activity. The Company believes activities are classified correctly according to the guidelines set forth in IAS 7. The Company has included a separate line item on the statement of cash flows investing activities for Note receivable – sale of ZenaPay to disclose the activity for the Epazz, Inc. note of $341,850. A revision to the statement of cash flows for the year ended December 31, 2023 was made for this item. The activity conforms to the requirements set forth in IAS 7 Paragraph 16(e). Product development costs are classified as an investing activity and meet the requirements set forth in IAS 7 Paragraph 16(a) and (e). The Company believes the statement of cash flow presentation for the three months ended March 31, 2024 is accurate.

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

AC/13042183.1

Page 3

classification.

Response: The Company deleted the following inaccurate disclosure in the three months ended March 31, 2024 financial presentation:

“We reclassified certain amounts from the prior presentation to comply with the balance sheet presentation for the quarter ended June 30, 2023. We changed the presentation of the “Advance to affiliate for future services” on the balance sheet from the current assets section into a split amount of short-term amount of $2,500,000, and long-term amount that is the total amount less the short-term. 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. Prior period statements were reclassified to comply with IAS 8. There is no change due to this update.”

 “The Company changed the account name from ‘Salaries and benefits’ to ‘Wages and benefits’, which better reflects the categories of expenses included in it.”

And added the following in its place:

“The Company has not made any reclassifications of previously reported data to conform with the March 31, 2024 financial presentation.”

The Company changed the foot-note disclosure in the December 31, 2023 financial presentation to the following:

“We reclassified certain amounts from the prior presentation to comply with the balance sheet presentation as of December 31, 2023. We changed the presentation of the “Advance to affiliate for future services” on the balance sheet from the current assets section into a split amount indicating the short-term amount of $2,500,000, and long-term amount that is the total amount less the short-term. We also changed the presentation of the “Advance to affiliate” on the statement of cash flows to reflect the changes in the short-term and long-term balances. The changes in short-term and long-term advances to affiliates for future services are classified as operating activities on the statement of cash flows pursuant to IAS 7 Paragraph 14. Prior period statements were reclassified to comply with IAS 8. There is no change due to this update.”

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

AC/13042183.1

Page 4

this statement. Explain why there is no traditional credit risk associated with the underutilized advances.

Response: The Company respectfully submits that the long-term advance is not a loan for the following reasons:.

The Company accounts for the advances to Epazz as advances not a loan. A loan needs to be paid back. Advances are prepaid expenses with the obligation to provide services in the future. The Company has amended its management service agreement with Epazz  in order to be  assured that the Company is able to continue to its operations by acquiring the assets used in providing services to the Company in the event of a  default by Epazz on the advances outstanding.

The Company has revised page pg 42 and pg 64 to the correct amounts. The Company provided advances in order for Epazz to setup manufacturing facilities overseas. Overseas labor is significantly lower than North American labor. The 45 contractors are being charged at market rates. As the Company fully transition from research and development activities to manufacturing the rate of consumption of the advance will be begin increase.

The Company has revised pg 88 and has removed the sentence, "Because the Company is refunding funds to ZenaTech, there would be no traditional credit risk associated with this amount". In addition, the company has adding a risk factor to address the advances.

As part of our operations, we make advances to an affiliate which are offset by services provided by the affiliate to us.

We make advances from time to time to Epazz. Epazz provides services to our Company under a management services agreement, the value of which we offset against the advances we make to Epazz. In the event, the value of the services provided to us by Epazz are less than the amount of the advances made by us to Epazz, there is a risk that Epazz may default the repayment of these advances. We believe a risk of default on these advances is not significant as our CEO and Director Dr. Passley is also the CEO and a Director and shareholder of Epazz. In addition, under the management services agreement, we have the right to seize certain assets of Epazz to which the advances relate in the event of a default. Nonetheless, in the event of a default, we may expend funds in recovering the assets some of which are located in other countries. As a result, a default on these advances could have a material adverse effect on our business, financial position, results of operations and cash flows .

The Company has also revised the credit risk disclosure to address underutilized advances to state the following:

Credit risk

Credit risk is the risk that one party to a financial instrument will fail to discharge an obligation and cause the other party to incur a financial loss. The Company’s primary exposure to credit risk is on its advances to an affiliate. The Company advances funds to Epazz from time to time which are offset by services provided to the Company. In the event the amount of funds

AC/13042183.1

Page 5

advanced to Epazz is greater than the value of the services offset against the advances, there is a risk that Epazz may fail to repay the funds. However, the Company does not believe that its advances to Epazz expose it to significant credit risk as Epazz is a related party given the Company’s CEO is a director, officer and shareholder of Epazz.

We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

AC/13042183.1

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

April 30, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: ZenaTech, Inc. – Form F-1 – SEC Comment Letter Dated April 29, 2024

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “Third Comment Letter”) to the Company dated April 29, 2024 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form F-1 (Amendment No. 2) (the “Registration Statement”) filed by the Company with the SEC on April 10, 2024 in connection with a proposed listing of its common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the Third Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the First Comment 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 above mentioned companies.

Response: The Company respectfully submits that other companies pursuing direct listings or initial public offerings have not been required to disclose any market makers in their public filings. For example, in the Form S-1/A filed by Fibrobiologics, Inc. in January 2024, the Form S-1/A filed by Massimo Group in March 2024, the Form F-1/A filed by Zhibao Technology Inc. in March 2024, the Form S-1/A filed by ZipRecruiter in April 2021, the Form F-1/A filed by Modern Mining Technology Corp. in February 2024 and in other filings, no market makers were disclosed.

AC/13001509.1

Page 2

Accordingly, the Company has not disclosed the names of its market makers and respectfully submits that requiring it do so would be highly unfair.

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.

Response: We are informed the Company inadvertently deleted the disclosure and has added it back to the Registration Statement.

Index to Financial Statements, page 118

3.Please reference your content to the proper page numbers.

Response: The Company has amended the index to the financial statements as requested.

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.

Response: We are informed the Company has revised the Statement of Cash Flows and moved the advance to affiliate for futures services under operating activities.

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".

Response: We are informed the Company has revised the Statement of Cash flows and moved the advance to affiliate for future services under operating activities. In addition, the Company has revised

AC/13001509.1

Page 3

disclosures to include the reconciliation of the beginning balance to the ending balance “Advance to affiliate for the year ending December 31, 2023. Reconcile the services charged amount noting the reconciliation to the expenses reported on the Consolidated Income Statement of Comprehensive Loss.

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.

Response: We are informed the Company made the original change in connection with the filing with the Ontario Securities Commission (now withdrawn) and subsequently reverted to the original classification.

7.Please provide the description of the line item with the amount of ($191,768) CAD.

Response: We are informed the Company has amended the Statement of Cash Flows to add the description “Short-Term Advance to Affiliate for Future Services”.

Item 8. Revenue Recognition, page 132

8.We have reviewed your response to prior comment 9. You have revised your disclosure to 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.

Response: We are informed the Company has revised this disclosure to state that software that the customer takes possession of is recognized as when the software is delivered.

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

AC/13001509.1

Page 4

Form F-1”).

Response: We are informed that the Company’s auditors have updated the consent in Exhibit 23.1 as requested.

In addition to the above, the Company has made certain corrections to bring forward the disclosure in the Registration Statement.

We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

AC/13001509.1

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

April 10, 2024

 File #:

 97353.1

Direct:

 604 647 4124

Email:

 klalani@boughtonlaw.com

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs and Mesdames:

Re: ZenaTech, Inc. – Form F-1 – SEC Comment Letter Dated April 1, 2024

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “Second Comment Letter”) to the Company dated April 1, 2024 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form F-1 (Amendment No. 1) (the “Registration Statement”) filed by the Company with the SEC on March 11, 2024 in connection with a proposed listing of its common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the Second Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the First Comment Letter.

As a preliminary matter, the Company has updated the financial statements in the Registration Statement to include annual audited consolidated financial statements for the year ended December 31, 2023 in place of the annual audited consolidated financial statements for the year ended December 31, 2021 and the interim unaudited consolidated financial statements for nine months ended September 30, 2023 and 2022. Certain financial information in the Registration Statement has also been amended to reflect the updated financial disclosure. In addition, the Company has amended the Registration Statement to include disclosure relating to the resale of common shares by Canadian shareholders in the "Plan of Distribution" section, to include disclosure relating to two recent loans under "Description of Capital Stock - Convertible Loans", as well as to make some minor corrections.

Amendment No. 1 to Form F-1 March 11, 2024

Cover page

1.Please identify the financial advisor on the cover page, the process in which Nasdaq will

AC/12961782.1

Page 2

begin accepting orders including how the Current Reference Price is calculated, how the financial advisor will determine when your shares are ready to trade and the factors it will consider to approve proceeding at the Current Reference Price, as well as what will occur if the financial advisor does not approve the Current Reference Price.

Response: The Company has amended the cover page of the prospectus to include the information requested.

2.Please refer to prior comment 2 and revise your cover page 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 shares of your common stock were initially listed in connection with an underwritten initial public offering. Further, please cross reference the disclosure regarding your recent sales history of your common stock.

Response: The Company has amended the cover page of the prospectus to include the information requested.

Risk Factors

There is no public market for our securities, page 26

3.We note your revised disclosure in response to prior comment 4 that the company "plans a listing on the Canadian Securities Exchange as a dual listing." This does not appear consistent with your response that the company has withdrawn its application with the Ontario Securities Commission and that the listing with the Canadian Securities Exchange will not proceed. Please revise.

Response: The Company has removed the reference to a proposed dual listing of its common shares on the Canadian Securities Exchange and has accordingly replaced the reference to "the Canadian Securities Exchange" in the Registration Statement with a reference to "a recognized stock exchange" when discussing the expiry of the warrants issued by the Company.

Plan of Distribution, page 111

4.In response to prior comment 6, you disclose that the recent sales transactions were not included as part of the valuation report. Please disclose who issued the valuation report, how it was used, and why the company deleted the reference to the valuation report in the amended registration statement.

Response: Stonebridge Advisory Inc. issued the valuation report. The valuation report was prepared on behalf of the Company to determine the fair value of the Company in connection with a public listing of its common shares. The reference to the valuation report was deleted from Plan of Distribution as Maxim Group was engaged as the Company's financial advisor to assist with the listing on Nasdaq, including with respect to determining a reference price for the Company's shares for trading.

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5.In response to prior comment 7, you disclose that the Advisor will act as a registered and active market maker and will engage other market makers. Please identify the other market makers who will be involved in this offering.

Response: The following market makers will be involved in this offering: Maxim Group LLC, Roth Capital Partners, LLC and Ladenburg Thalmann & Co. Inc.

Statements of Cash Flows, page 126

6.Your response to prior comment 10 states that investing activities includes other investments not included in the cash equivalents. Additionally, you state that this is the correct classification of the ‘Advance to affiliate for future services’ account and what the Company uses these funds for. Please clarify how this complies with Paragraph 16 of IAS Tell us why the advances do not qualify as an operating activity since they represent prepayment for future services. 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. Lastly, we note your disclosure on page 146 that "the comments and instructions from the Ontario Securities Commission Letter dated August 25,023, we made some changes to the previous financial statements as clarifications". We further note that one of the changes made was describe as follows: "On the 2021 statement of cash flows the change in advance to affiliate for future services of $(2,073,965), which was classified under the financing activities was moved to operating activities under “advance to the affiliate for future services”". You then disclose that due to "comments and instructions from the Ontario Securities Commission Letter dated September 21, 2023, we made some changes to the previous financial statements approved as clarifications". You further state that "In the statement of cash flows for both year-ended December 31, 2022, and 2021, we moved the category advance to affiliate for future services from the operating activities to the financing activities section since this is its appropriate treatment". Please provide us with reasons given to you to make the first change and then the following change to move the amounts back to financing activities.

Response:  The Company respectfully submits that IAS 7 second part of the definition says. “Only expenditures that result in a recognized asset in the statement of financial position are eligible for classification as investing activities.”

In paragraph IAS 7, the classification meets the definition of 16c. “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);”

The Company made the first change 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.

This amount represents amounts that the Company will get back by Epazz providing services or Epazz repaying them to the Company.

AC/12961782.1

Page 4

7.Your response to prior comment 10 explains that you updated the December 31, 2023 financial statements currently under audit with a new disclosure explaining the reclassification from financing activities to investing activities, and you have made the change as of June 30, 2023. Please clarify how this complies with Paragraph 42 of IAS 8 which states that an entity shall correct material prior period errors retrospectively in the first set of financial statements authorized for issue after their discovery by restating the comparative amounts for the prior period(s) presented in which the error occurred. Additionally, if applicable, revise your disclosure to comply with Paragraph 49 of IAS 8.

Response: The Company respectfully submits that prior-period amounts were reclassified according to IAS 8 paragraph 42.

2. Basis of Preparation

Statement of compliance, page 128

8.Your response to prior comment 11 states that the correct date is October 25, 2023, not December 15, 2023, for when the interim consolidated financial statements have been authorized. However, your disclosure on page 176 states, “The interim unaudited consolidated financial statements have been authorized by the Company’s Board of Directors on December 15, 2023”. Please clarify why the interim consolidated financial statements are disclosed to have been authorized on two different dates on pages 128 and 176.

Response: The Company has removed the interim consolidated financial statements from the Registration Statement as noted above. Accordingly, the Company respectfully submits the issue is no longer relevant.

Revenue, page 131

9.Your response to prior comment 12 states you will include a disclosure explaining your services offer both a) software-as-a-service that only provides access to the software and b) an option where the customer pays for the software, taking possession of it, and for which the Company just offers software maintenance. Please revise your disclosure to include when you recognize revenue for each performance obligation of both types of arrangement options. In this regard, revise to state whether revenue is recognized at a point in time or over time. Additionally, disclose the method used to recognize revenue over time. Refer to paragraphs 39, 41, and 124 of IFRS 15.

Response: The Company has now revised the revenue section to describe that software services customization is completed within 6-8 weeks and is the only service that is recognized at a point in time. This revenue is recognized at a point in time when the work is completed. Maintenance and subscription revenue are recognized evenly over time based on the contract length.

Item 8. Exhibits and Financial Statement Schedules, page 177

10.Your response to prior comment 9 states that you have included the consents from the auditors for the interim period ending September 30, 2023 and the annual audited

AC/12961782.1

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financials for December 31, 2022 and 2021. In your next amendment, please update the consents in Exhibits 23.1, 23.2, and 23.3 to reference the most recent amendment number. Additionally, note that page 148 appears to include an outdated consent of the review report. Ensure you remove this consent in the next amendment.

Response: The Registration Statement now includes audited consolidated financial statements for years ended December 31, 2023 and December 31 2022, together with the corresponding audit report for those periods, as well as the corresponding consents which we are informed reference the second amendment to the Registration Statement.

11.Your response to prior comment 9 states that you are revising the form to include the Bansal Review Report for September 30, 2023, and this does not appear to be included in the current filing. Since you provide a consent in Exhibit 23.2 that refers to the review report for the interim financial statements, please ensure that you include this review report in the next amendment.

Response: As the Company has now removed the interim consolidated financial statements from the financial disclosure in the Registration Statement as noted above, the Company respectfully submits that the Bansal Review Report on the Company’s interim statements is no longer necessary.

Item 8. Exhibits and Financial Statement Schedules, page 179

12.We note your response to prior comment 13 and newly filed Exhibits 10.14-10.16. The text in Exhibit 10.16 is not legible. Please refile. Additionally, the Exhibits 10.14-10.15 do not include amendments. You disclose on pages 71-72 that on March 1, 2021 both agreements were amended. Please file all material amendments.

Response: The Company has refiled Exhibit 10.16 as requested. The Company has also filed all of the amendments for Exhibit 10.14 and 10.15.

We trust the foregoing answers are responsive to your comments. Please do not hesitate to contact me by telephone at (604) 512-7910 or via email at klalani@boughtonlaw.com with any questions or comments regarding this correspondence.

AC/12961782.1

Page 6

Yours truly,

Boughton Law Corporation

/s/ Karim Lalani

Karim Lalani

Counsel

cc: Shaun Passley PhD.

ZenaTech, Inc.

AC/12961782.1

United States securities and exchange commission logo
April 1, 2024
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 1 to Registration Statement on Form F-1
Filed March 11, 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 March 1, 2024 letter.
Amendment No. 1 to Form F-1 filed March 11, 2024
Cover page
1.Please identify the financial advisor on the cover page, the process in which Nasdaq will
begin accepting orders including how the Current Reference Price is calculated, how the
financial advisor will determine when your shares are ready to trade and the factors it will
consider to approve proceeding at the Current Reference Price, as well as what will occur
if the financial advisor does not approve the Current Reference Price.

2.Please refer to prior comment 2 and revise your cover page 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 shares of your common stock were initially listed in connection with an

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 April 1, 2024 Page 2
 FirstName LastNameShaun Passley
ZenaTech, Inc.
April 1, 2024
Page 2
underwritten initial public offering. Further, please cross reference the disclosure
regarding your recent sales history of your common stock.
Risk Factors
There is no public market for our securities, page 26
3.We note your revised disclosure in response to prior comment 4 that the company "plans a
listing on the Canadian Securities Exchange as a dual listing."  This does not appear
consistent with your response that the company has withdrawn its application with the
Ontario Securities Commission and that the listing with the Canadian Securities Exchange
will not proceed.  Please revise.
Plan of Distribution, page 111
4.In response to prior comment 6, you disclose that the recent sales transactions were not
included as part of the valuation report.  Please disclose who issued the valuation report,
how it was used, and why the company deleted the reference to the valuation report in the
amended registration statement.
5.In response to prior comment 7, you disclose that the Advisor will act as a registered and
active market maker and will engage other market makers.  Please identify the other
market makers who will be involved in this offering.
Statements of Cash Flows, page 126
6.Your response to prior comment 10 states that investing activities includes other
investments not included in the cash equivalents. Additionally, you state that this is the
correct classification of the ‘Advance to affiliate for future services’ account and what the
Company uses these funds for. Please clarify how this complies with Paragraph 16 of IAS
7.  Tell us why the advances do not qualify as an operating activity since they represent
prepayment for future services. 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. Lastly, we note your disclosure on page 146 that "the comments and
instructions from the Ontario Securities Commission Letter dated August 25,023, we
made some changes to the previous financial statements as clarifications".  We further
note that one of the changes made was describe as follows: "On the 2021 statement of
cash flows the change in advance to affiliate for future services of $(2,073,965), which
was classified under the financing activities was moved to operating activities under
“advance to the affiliate for future services”".  You then disclose that due to "comments
and instructions from the Ontario Securities Commission Letter dated September 21,
2023, we made some changes to the previous financial statements approved as
clarifications".  You further state that "In the statement of cash flows for both year-ended
December 31, 2022, and 2021, we moved the category advance to affiliate for future
services from the operating activities to the financing activities section since this is its
appropriate treatment". Please provide us with reasons given to you to make the first

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 April 1, 2024 Page 3
 FirstName LastNameShaun Passley
ZenaTech, Inc.
April 1, 2024
Page 3
change and then the following change to move the amounts back to financing activities.
7.Your response to prior comment 10 explains that you updated the December 31, 2023
financial statements currently under audit with a new disclosure explaining the
reclassification from financing activities to investing activities, and you have made the
change as of June 30, 2023. Please clarify how this complies with Paragraph 42 of IAS 8
which states that an entity shall correct material prior period errors retrospectively in the
first set of financial statements authorized for issue after their discovery by restating the
comparative amounts for the prior period(s) presented in which the error occurred.
Additionally, if applicable, revise your disclosure to comply with Paragraph 49 of IAS 8.
2. Basis of Preparation
Statement of compliance, page 128
8.Your response to prior comment 11 states that the correct date is October 25, 2023, not
December 15, 2023, for when the interim consolidated financial statements have been
authorized. However, your disclosure on page 176 states, “The interim unaudited
consolidated financial statements have been authorized by the Company’s Board of
Directors on December 15, 2023”. Please clarify why the interim consolidated financial
statements are disclosed to have been authorized on two different dates on pages 128 and
176.
Revenue, page 131
9.Your response to prior comment 12 states you will include a disclosure explaining your
services offer both a) software-as-a-service that only provides access to the software and
b) an option where the customer pays for the software, taking possession of it, and for
which the Company just offers software maintenance. Please revise your disclosure to
include when you recognize revenue for each performance obligation of both types of
arrangement options. In this regard, revise to state whether revenue is recognized at a
point in time or over time. Additionally, disclose the method used to recognize revenue
over time.  Refer to paragraphs 39, 41, and 124 of IFRS 15.
Item 8. Exhibits and Financial Statement Schedules, page 177
10.Your response to prior comment 9 states that you have included the consents from the
auditors for the interim period ending September 30, 2023 and the annual audited
financials for December 31, 2022 and 2021. In your next amendment, please update the
consents in Exhibits 23.1, 23.2, and 23.3 to reference the most recent amendment number.
Additionally, note that page 148 appears to include an outdated consent of the review
report. Ensure you remove this consent in the next amendment.
11.Your response to prior comment 9 states that you are revising the form to include the
Bansal Review Report for September 30, 2023, and this does not appear to be included in
the current filing. Since you provide a consent in Exhibit 23.2 that refers to the review
report for the interim financial statements, please ensure that you include this review

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 April 1, 2024 Page 4
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
April 1, 2024
Page 4
report in the next amendment.
Item 8. Exhibits and Financial Statement Schedules, page 179
12.We note your response to prior comment 13 and newly filed Exhibits 10.14-10.16. The
text in Exhibit 10.16 is not legible. Please refile. Additionally, the Exhibits 10.14-10.15 do
not include amendments. You disclose on pages 71-72 that on March 1, 2021 both
agreements were amended. Please file all material amendments.

            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

CORRESP
1
filename1.htm

March 8, 2024

VIA Email

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs/Mesdames:

Re: ZenaTech, Inc. – Form F-1 – SEC Comment Letter Dated March 1, 2024

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “First Comment Letter”) to the Company dated March 1, 2024 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form F-1 (the “Registration Statement”) filed by the Company with the SEC on February 2, 2024 in connection with a proposed listing of the Company’s common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the First Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the First Comment Letter.

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.

Response: The Company has amended the Registration Statement to include a revised Plan of Distribution that is consistent with Nasdaq rules for direct listings and to update the disclosure in the Registration Statement accordingly, including on the cover page and in the risk factors section.

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 shares of your common stock were initially listed in connection with an underwritten initial public offering.

Response: The Company has revised the cover page and risk factors section in the Registration Statement to state that the listing of the Company’s common stock on the Nasdaq Capital Market without underwriters is a novel method for commencing public trading in shares of its common stock and, consequently, the trading volume and price of shares of its common stock may be more volatile than if shares of its 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.

Response: The cover page of the Registration Statement has been amended to disclose that the Company upon listing will be a controlled company under Nasdaq rules given the number of shares controlled by Dr. Passley. In addition, a risk factor has been added 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.

Response: Given the that the lapse date for the prospectus filed by the Company with the Ontario Securities Commission (OSC) was approaching while the Company was focused on its proposed Nasdaq listing, the Company has withdrawn the prospectus filed with the OSC. As the prospectus was filed with the intention of becoming a reporting issuer in Canada so that the Company could list on the Canadian Securities Exchange (CSE), the listing with the CSE cannot proceed. Accordingly, the Registration Statement has not been amended to include the requested statement regarding the CSE application.

Risk Factors, page 12

5.Please add a risk factor that discusses the company's ability to issue an unlimited number of common shares.

Response: The Company has added a risk factor in the Registration Statement regarding its 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.

Response: The reference to “Sale Price History of our Capital Stock” in the Registration Statement has been amended to “Sale Price History of Common Stock”. A section on the sale price history of

2

the Company’s common stock is disclosed under the heading “Description of Capital Stock”. These transactions were not included as part of the valuation report.

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).

Response: We have engaged the Advisor, Maxim Group LLC, as our financial advisor to advise and assist us with respect to certain matters relating to the Direct Listing. The services expected to be performed by the Advisor will include providing advice and assistance with respect to defining objectives, analyzing, structuring and planning the Direct Listing and developing and assisting with our investor communication strategy in relation to the Direct Listing. In connection with its engagement as our financial advisor, the Advisor will be entitled to a fee of $200,000 upon the successful consummation of the Direct Listing. The Advisor will also be entitled to an expense reimbursement for all reasonable, documented expenses incurred by the Advisor in connection with its engagement, provided that (i) such expenses, other than legal fees, may not exceed $5,000 without our prior authorization and (ii) such expenses that constitute legal fees may not exceed $10,000 without our prior authorization.

8.Disclose whether the company intends to host an investor day or engage in other investor education meetings.

Response:  The Company does not intend to host an investor day or engage in investor education meetings before effectiveness of the F-1.

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 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.

Response: The Company revised the application and is including the Consent to file from our auditors for interim period ending September 30, 2023 and the annual audited financials for December 31, 2022, and 2021. We also are revising the form to include the review report for September 30, 2023, see ‘Bansal Review Report.

3

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.

Response: ZenaTech made the change as of June 30, 2023. This date was incorrectly changed to September 30, 2023. The Issuer updated the December 31, 2023 financial statements currently under audit, with the following language,

“We reclassified certain amounts from the prior presentation to comply with the balance sheet presentation for the quarter ended June 30, 2023. We changed the presentation of the ‘Advance to affiliate for future services’ on the balance sheet from the current assets section into a split amount of short-term amount of $2,500,000, and long-term amount that is the total amount less the short-term. We also changed the presentation of the ‘Advance to affiliate for future services’ on the statement of cash flows to investing activities from financing activities since it was incorrectly classified as a financing, per IAS 7. There is no change due to this update.”

Per IAS 7, financing activities are activities related to change in size composition of the contributing equity and borrowings of the entity. These activities are not related to what the Company uses funds from the ‘Advance to affiliate for future services’ account.

Investing activities includes other investments not included in the cash equivalents. This is the correct classification of the ‘Advance to affiliate for future services’ account and what the Company uses these funds for. We corrected in June 2023 this misclassification.

Below is a calculation of how we arrived at the advance to affiliate current amount of $2,500,000.

As of June 30, 2023, the Company revised the Statement of Cash flow presentation for 2021, 2022 and interim June 30, 2023 when the change was made to reflect the presentation of the ‘Advance to affiliate for future services’ under the new presentation with short-term and long-term categories.

We arrived at the total expected by using historical amounts for six month (calculated as of June 30, 2023) and then annualize them.

4

Projected services and others needs provided by Epazz, Inc. over the next 12 months:

Annualized Historical Services provided by Epazz, Inc.

 Programming and support fees       $270,000

 Professional fees         170,000

 Salaries and benefits          460,000

Working Capital needs with drone roll out    1,600,000

Total expected services and other needs provided by Epazz, Inc.            $2,500,000

Working capital needs are accounts receivables and inventory.

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.

Response:  The correct date is October 25, 2023 not December 15, 2023. Since the reference to the December 15, 2023 date was removed, no revision has been made.

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 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.

Response: We revised the Revenue description for the December 31, 2023 financial statements presentation and it now includes the fact that the software the Company sells is distinct. We also updated the description of what happened in the past, with this paragraph.

“Historically, non-exclusive and non-transferable software licenses were sold to customers for a one-time fee, including any installation, service, or training fees, and the customer took possession of the software. Support and maintenance services were then contracted annually on a subscription

5

basis. The Company is in process of moving customers to SaaS model in which an annual or monthly subscription includes access to cloud-based software, and support and maintenance.”

We are also describing how the services are in better terms, see the following paragraph, “Our services offer both software-as-a-service that only provides access to the software, and an option where the customer pays for the software, taking possession of it, and for which the Company just offers software maintenance.”

In general, the majority of the contracts are very different from others since most come from previous acquisitions and all have various terms and conditions, including varying termination conditions.

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.

Response: These agreements are being filed with the Registration Statement.

In addition, the Company has amended the Registration Statement to (i) address distributions of common shares made to its Financial Advisor for its

United States securities and exchange commission logo
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

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 March 1, 2024 Page 2
 FirstName LastNameShaun Passley
ZenaTech, Inc.
March 1, 2024
Page 2
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

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 March 1, 2024 Page 3
 FirstName LastNameShaun Passley
ZenaTech, Inc.
March 1, 2024
Page 3
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

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 March 1, 2024 Page 4
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
March 1, 2024
Page 4
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

CORRESP
1
filename1.htm

December 19, 2023

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, DC 20549

Attention:Aliya Ishmukhamedova

Jan Woo

Amanda Kim

Stephen Krikorian

Dear Sirs/Mesdames:

Re: ZenaTech, Inc. – Form 20-FR – SEC Comment Letter Dated December 5, 2023

We are legal counsel in Canada for ZenaTech, Inc. (“the Company”). On behalf of the Company, we are writing to respond to the comments raised in the letter (the “First Comment Letter”) to the Company dated December 5, 2023 from the United States Securities and Exchange Commission (the “SEC”) with respect to the Registration Statement on Form 20-FR (Amendment No. 1) (the “Registration Statement”) filed by the Company with the SEC on November 8, 2023 in connection with a proposed listing its common stock on The Nasdaq Capital Market. The responses below are from the Company and correspond to the captions and numbers set forth in the First Comment Letter (which are reproduced below in bold). Capitalized terms used in this response letter but not otherwise defined have the meanings assigned to them in the First Comment Letter.

Amendment No. 1 to Form 20-F filed November 8, 2023

Item 3. Key Information

Capitalization and indebtedness, page 6

1.Please revise to distinguish between guaranteed and unguaranteed, and secured and unsecured, indebtedness. See Item 3.B of Form 20-F

Response: We are informed the Company revised the capitalization and indebtedness table on page 6 and updated the superscripts to include one for the long-term debt and an explanation below the table to show that all debt is unguaranteed and unsecured.

Risk Factors, page 7

2.It appears that over 61% of the outstanding common stock is beneficially owned by Shaun Passley, Chief Executive Officer. Please tell us whether you will be deemed a “controlled company” under the Nasdaq rules. If so, add a risk factor that discusses the effect, risks and uncertainties of being designated a controlled company.

Response: The Company will be a “controlled company” under Nasdaq rules as Dr. Passley controls over 50% of its outstanding voting stock. The Company has added a risk factor which discusses the effect, risks and uncertainties of the designation.

3.We note that several risk factors discuss the uncertainties and risks regarding the cryptocurrency and blockchain market and technology and that you identify the company as a “developer of cryptocurrency-based, blockchain platforms.”  We note that the company sold ZenaPay in October 2023. Please clarify the extent to which the company is still involved in the cryptocurrency and blockchain market.

Response: We are informed the Company is no longer involved in cryptocurrency and has sold its subsidiary ZenaPay, which held those assets. Furthermore, we are informed the Company only uses blockchain technology in its ZenaDrone Plant Tracker software product. Accordingly, the Company has amended the Registration Statement to remove references to cryptocurrency, as well as to remove most references to blockchain other than as it relates to the Company’s software products.

The Company has the contingent obligation to issue additional Common Shares in the future, page 7

4.Please disclose the number of shares underlying the convertible notes that could be issued and when the notes are convertible.

Response: The Company has revised the paragraph to show now that the Company’s convertible notes could be converted to an aggregate of 2,495,711 common shares if fully converted. This number is cross referenced in the Company’s interim September 30, 2023 financial statements in footnote 10, subtitled ‘Convertible debt’.

There is no public market for our securities, page 18

5.Please clarify whether the company’s common stock is listed on a Canadian exchange. You state that there is “currently no public market for the Common Shares and there is no guarantee that a listing in Canada will be completed.” However, you also state that you “listed the Company on the Canadian Stock Exchange” in 2020 and incurred fees associating with the listing.

Response: The Company confirms it has applied for a listing of its common stock with the Canadian Securities Exchange (the “CSE”) on August 4, 2023. In that regard, the Company has submitted a prospectus to the Ontario Securities Commission (the “OSC”) in Canada for a direct listing of its common stock on the CSE. The Company is in the process of addressing comments from the OSC on its prospectus.

The Company had previously submitted a prospectus with the British Columbia Securities Commission and subsequently with the OSC to become a reporting issuer in Canada and list its securities on a Canadian exchange, however, on each occasion the prospectus was withdrawn by the Company due to an approaching lapse date relating to the prospectus filings.

The Company only recently became aware of its eligibility to potentially list on Nasdaq and has filed the Registration Statement with the SEC in that regard. The Company intends for Nasdaq to be the primary market for its common stock given the amount of business conducted by it in the United States, with the Canadian Securities Exchange as a dual listing (if completed).

2

The Registration Statement has been amended to indicate that the Company proposed listing on the Canadian Securities Exchange. The Company has also amended the disclosure with respect to the duration to exercise warrants by it to clarify that the warrants expire after the relevant time period indicated after listing on a recognized stock exchange (as opposed to the relevant time period after listing on the Canadian Securities Exchange).

Failure to adhere to our financial reporting obligations..., page 19

6.Throughout the registration statement, you reference Canadian securities laws relating to forward-looking information and civil liability provisions, and rules and policies of Canadian securities exchanges. You also state that upon the “final receipt” of this registration statement, you will become subject to reporting and other obligations under Canadian securities laws. Please explain why this registration statement would subject you to reporting under the Canadian securities laws. Also, revise to identify risks related to listing on NASDAQ and your reporting obligations under the U.S. Securities and Exchange Act.

Response: The Company has amended the Registration Statement to clarify that it will be subject to reporting requirements under US securities laws after the Registration Statement becomes effective. The Company has also added risk factors relating to listing on NASDAQ and Securities Act and Exchange Act reporting obligations.

It may be difficult for investors to enforce within Canada any judgments obtained against the Company..., page 20

7.Please disclose whether your directors, officers or members of senior management are located outside United States. If so, please (i) state that this is the case and identify the relevant individuals and (ii) include a separate “Enforceability” section that addresses whether or not investors may bring actions under the civil liability provisions of the U.S. federal securities laws against you, your officers or directors who are residents of a foreign country, and whether investors may enforce these civil liability provisions when your assets, officers, and directors are located outside of the United States. Please also include a risk factor addressing the challenges of bringing actions and enforcing judgments/liabilities against such individuals.

Response: The Company has amended this risk factor to indicate Dr. Passley is the only director located outside the United States and update the related enforceability disclosure accordingly.

Item 4. Information on the company

Business overview
Our current business, page 27

8.Please disclose the percentage of revenue from your Medical Healthcare record software through PacePlus, Scada Software and energy management software and video surveillance through SystemView, ZigVoice, call contact software, safety and compliance management software through WorkAware, field service management software through TillerStack, law enforcement software through PsPortals, and clarify where the majority of your revenue is generated from.

Response: The Company has updated this information in the table on page 29 by adding a column to the table indicating the type of industry serviced.

3

Item 5. Operating And Financial Review and Prospects, page 53

9.You state that you signed up five pilot customers that are currently evaluating the ZenaDrone 1000. Please clarify whether you are generating revenue from the pilot program. If not, discuss the time frame and the steps necessary to begin generating revenue from the ZenaDrone business. Clarify the purpose of the $600,000 you intend to spend on the drone business. Finally, file the lease agreement for the manufacturing facility in Sharjah, UAE.

Response: We are informed the Company is not currently generating any revenue from the pilot programs. We are further informed that once the pilot programs are completed, each customer has an option to purchase the drone platform from the Company at 50% discount within 90 days after the pilot program. The time frame and steps to begin generating revenue will be by converting the pilot customers into paying customers. The pilot customers will sign a purchase order within 90 days. Then the Company would deliver the drone to the customer’s facility and train them on the drone platform.

We are informed that the purpose of the $600,000 for the drone business is to purchase machinery for the warehouse facility in Sharjah, UAE. Currently the drones are being manufactured by hand. The Company will use the funds to purchase machines to speed up the manufacturing process and quality of the drone product.

The Company has added disclosure in this regard in the Registration Statement.

Liquidity and capital resources, page 68

10.Please revise to state whether as of the most recent balance sheet date, your existing cash will be sufficient to fund your operations for the next 12 months. To the extent it will not disclose how long you will be able to continue to fund your operations using current available cash resources. Refer to Item 5.B of Form 20-F.

Response: We are informed that ZenaTech’s existing cash and funds available through lines of credit will be sufficient to finance the next twelve months of Company operations. ZenaTech anticipates that over the next twelve months cash generated internally will be more than its cash needs of $372,000. The available funds through short-term lines of credit are more than $5,000,000. These funds are available through three separate lenders and credit facilities.

The Company has added disclosure in this regard in the Registration Statement.

Related Party Transactions, page 72

11.Please file as exhibits your agreements with GG Mars Capital, Inc. and Star Financial Corporation. Clarify whether the Agreements were negotiated at arm's length, and to the extent it was not, clarify 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. Other MD&A Disclosures

Response: The Company has added footnotes to the table relating to related party transactions to indicate that each agreement was negotiated by Dr. Passley with a family member and may not be as favorable to the Company as if negotiated at arm’s length with an unaffiliated third party.

4

Other MD&A Disclosures
Disclaimer, page 78

12.This statement may imply an inappropriate disclaimer of responsibility with respect to such information and you do not appear eligible to incorporate by reference. Please remove this section and file all material agreements or advise. Refer to Instructions to Item 19 of Form 20-F and note Rule 12b-23 regarding incorporation by reference.

Response: The statement has been removed from the Registration Statement by the Company.

Compensation Discussion and Analysis, page 90

13.You disclose that the employment agreement with Shaun Passley entitles him to a salary of $180,000, payable in $60,000 in cash and $120,000 in common shares. We note that Mr. Passley received $48,000 in 2022 and no compensation in 2021. Please clarify why your Chief Executive Officer was not awarded compensation pursuant to the terms of the employment agreement. Explain whether any of the compensation was deferred.

Response: We are informed the Company and Dr. Passley agreed to forgo Dr. Passley’s salary until the end of the year 2023. This has been clarified in the Registration Statement.

Report of Independent Registered Public Accounting Firm, page 104

14.Please consider including the signed and currently dated consents of your independent registered public accounting firm provided on page 100 and 101 as Exhibits under Item-18. Ensure your consents reference the appropriate dates of your audit and review reports.

Response: We are informed the Company has included the signed consents in respect of the audit reports for 2022 and 2021 as exhibits.

Statements of Cash Flows, page 111

15.Please tell us why "Advance to affiliate for future services" are being classified as a financing activity. Explain whether the future services will result in the recognition of an asset or operating expenses. Please provide an analysis under IAS 7 that supports your classification.

Response: We are informed this item does not relate to financing activity but more closely relates to an investing activity. For the financial statements we moved the “Advance to affiliate for future services” to the Investing activity section of the September 30, 2023 financials.

Revenue, page 118

16.You disclose that software revenue comes from licensing, user and software agreements, and software revenue is earned over a period of time. You also disclose that the software is provided fully functional via a user platform with little or no installation and setup required. Please explain how you concluded the software revenue should be recognized over time. Tell us if the license is considered distinct from your other services that include support contracts and training packages. Refer to paragraphs B53 through B62 of IFRS 15.

Response: We are informed 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. The services are billed at the

5

beginning of the service period and recorded as a current liability on the balance sheet. At the end of each month the current liability is reduced and revenue is recorded as earned based on the service period.

5. Notes Receivable, page 120

17.You disclose that on January 5, 2019, you have entered into a joint venture agreement with The Now Corporation that results in new private cyber coins to be issued on such private networks. Please tell us how these new private cyber coins, if any, are presently being accounted for.

Response: As discussed under “Legal Proceedings”, we are informed the Company entered into a settlement agreement with The Now Corporation pursuant to which the parties settles certain disputes that arose between them. Accordingly, the joint venture agreement is no longer effective and there are no cyber coins to be issued.

Subsequent Events, page 132

18.Please revise your filing to disclose the date when the financial statements were authorized for issue and who gave that authorization. This also applies to your subsequent events disclosure on page 161. Refer to paragraph 17 of IAS 10.

Response: We are informed the Company received authorization to issue its financial statements and subsequent events disclosure from its auditors on December 15 2023.

In addition to the above, we are informed the Company has included interim financial statements for the

United States securities and exchange commission logo
December 5, 2023
Shaun Passley
Chief Executive Officer
ZenaTech, Inc.
69 Yonge St. Suite 1404
Toronto, Ontario, Canada M5E 1K3
Re:ZenaTech, Inc.
Amendment No. 1 to Registration Statement on Form 20-F
Filed November 8, 2023
File No. 001-41852
Dear Shaun Passley:
            We have reviewed your filing and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response and any amendment you may file in response to this letter,
we may have additional comments.
Amendment No. 1 to Form 20-F filed November 8, 2023
Item 3. Key Information
Capitalization and indebtedness, page 6
1.Please revise to distinguish between guaranteed and unguaranteed, and secured and
unsecured, indebtedness. See Item 3.B of Form 20-F.
Risk Factors, page 7
2.It appears that over 61% of the outstanding common stock is beneficially owned by Shaun
Passley, Chief Executive Officer.  Please tell us whether you will be deemed a “controlled
company” under the Nasdaq rules.  If so, add a risk factor that discusses the effect, risks
and uncertainties of being designated a controlled company.
3.We note that several risk factors discuss the uncertainties and risks regarding the
cryptocurrency and blockchain market and technology and that you identify the company
as a “developer of cryptocurrency-based, blockchain platforms.”  We note that the

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 December 5, 2023 Page 2
 FirstName LastNameShaun Passley
ZenaTech, Inc.
December 5, 2023
Page 2
company sold ZenaPay in October 2023.  Please clarify the extent to which the company
is still involved in the cryptocurrency and blockchain market.
The Company has the contingent obligation to issue additional Common Shares in the future,
page 7
4.Please disclose the number of shares underlying the convertible notes that could be issued
and when the notes are convertible.
There is no public market for our securities, page 18
5.Please clarify whether the company’s common stock is listed on a Canadian exchange.
 You state that there is “currently no public market for the Common Shares and there is no
guarantee that a listing in Canada will be completed.”  However, you also state that you
“listed the Company on the Canadian Stock Exchange” in 2020 and incurred fees
associating with the listing.
Failure to adhere to our financial reporting obligations..., page 19
6.Throughout the registration statement, you reference Canadian securities laws relating to
forward-looking information and civil liability provisions, and rules and policies of
Canadian securities exchanges. You also state that upon the “final receipt” of this
registration statement, you will become subject to reporting and other obligations under
Canadian securities laws. Please explain why this registration statement would subject you
to reporting under the Canadian securities laws. Also, revise to identify risks related to
listing on NASDAQ and your reporting obligations under the U.S. Securities and
Exchange Act.
It may be difficult for investors to enforce within Canada any judgments obtained against the
Company..., page 20
7.Please disclose whether your directors, officers or members of senior management are
located outside United States. If so, please (i) state that this is the case and identify the
relevant individuals and (ii) include a separate “Enforceability” section that addresses
whether or not investors may bring actions under the civil liability provisions of the U.S.
federal securities laws against you, your officers or directors who are residents of a
foreign country, and whether investors may enforce these civil liability provisions when
your assets, officers, and directors are located outside of the United States. Please also
include a risk factor addressing the challenges of bringing actions and enforcing
judgments/liabilities against such individuals.
Item 4. Information on the company
Business overview
Our current business, page 27
8.Please disclose the percentage of revenue from your Medical Healthcare record software

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 December 5, 2023 Page 3
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
December 5, 2023
Page 3
through PacePlus, Scada Software and energy management software and video
surveillance through SystemView, ZigVoice, call contact software, safety and compliance
management software through WorkAware, field service management software through
TillerStack, law enforcement software through PsPortals, and clarify where the majority
of your revenue is generated from.
Item 5. Operating And Financial Review and Prospects, page 53
9.You state that you signed up five pilot customers that are currently evaluating the
ZenaDrone 1000.  Please clarify whether you are generating revenue from the pilot
program.  If not, discuss the time frame and the steps necessary to begin generating
revenue from the ZenaDrone business. Clarify the purpose of the $600,000 you intend to
spend on the drone business.  Finally, file the lease agreement for the manufacturing
facility in Sharjah, UAE.
Liquidity and capital resources, page 68
10.Please revise to state whether as of the most recent balance sheet date, your existing cash
will be sufficient to fund your operations for the next 12 months. To the extent it will not,
disclose how long you will be able to continue to fund your operations using current
available cash resources. Refer to Item 5.B of Form 20-F.
Related Party Transactions, page 72
11.Please file as exhibits your agreements with GG Mars Capital, Inc. and Star Financial
Corporation. Clarify whether the Agreements were negotiated at arm's length, and to the
extent it was not, clarify 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.
Other MD&A Disclosures
Disclaimer, page 78
12.This statement may imply an inappropriate disclaimer of responsibility with respect to
such information and you do not appear eligible to incorporate by reference. Please
remove this section and file all material agreements or advise. Refer to Instructions to
Item 19 of Form 20-F and note Rule 12b-23 regarding incorporation by reference.
Compensation Discussion and Analysis, page 90
13.You disclose that the employment agreement with Shaun Passley entitles him to a salary
of $180,000, payable in $60,000 in cash and $120,000 in common shares.  We note that
Mr. Passley received $48,000 in 2022 and no compensation in 2021.  Please clarify why
your Chief Executive Officer was not awarded compensation pursuant to the terms of the
employment agreement.  Explain whether any of the compensation was deferred.

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 December 5, 2023 Page 4
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
December 5, 2023
Page 4
Report of Independent Registered Public Accounting Firm, page 104
14.Please consider including the signed and currently dated consents of your independent
registered public accounting firm provided on page 100 and 101 as Exhibits under Item-
18.  Ensure your consents reference the appropriate dates of your audit and review reports.

Statements of Cash Flows, page 111
15.Please tell us why "Advance to affiliate for future services" are being classified as a
financing activity. Explain whether the future services will result in the recognition of an
asset or operating expenses. Please provide an analysis under IAS 7 that supports your
classification.
Revenue, page 118
16.You disclose that software revenue comes from licensing, user and software agreements,
and software revenue is earned over a period of time. You also disclose that the software
is provided fully functional via a user platform with little or no installation and setup
required. Please explain how you concluded the software revenue should be recognized
over time. Tell us if the license is considered distinct from your other services that include
support contracts and training packages.  Refer to paragraphs B53 through B62 of IFRS
15.
5. Notes Receivable, page 120
17.You disclose that on January 5, 2019, you have entered into a joint venture agreement
with The Now Corporation that results in new private cyber coins to be issued on such
private networks. Please tell us how these new private cyber coins, if any, are presently
being accounted for.
Subsequent Events, page 132
18.Please revise your filing to disclose the date when the financial statements were
authorized for issue and who gave that authorization. This also applies to your subsequent
events disclosure on page 161. Refer to paragraph 17 of IAS 10.

 FirstName LastNameShaun Passley
 Comapany NameZenaTech, Inc.
 December 5, 2023 Page 5
 FirstName LastName
Shaun Passley
ZenaTech, Inc.
December 5, 2023
Page 5
            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.
            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