ZenaTech, Inc.(ZENA) - 2024 Q4 - Annual Report

Cover Page and Table of Contents Introductory Statements Cautionary Statement Regarding Forward-Looking Information The report includes forward-looking statements subject to risks like tariffs and market volatility, and actual results may differ materially from expectations - The report includes forward-looking information regarding the company's growth, revenue, expenses, and operational plans[9] - Key risks that could cause actual results to differ include tariffs, market volatility, competition, ability to hire personnel, and the company's limited operating history[11] - The company cautions investors not to place undue reliance on these forward-looking statements as they are not guarantees of future performance[12][13] Currency and Issuer Status All financial amounts are in Canadian dollars, and ZenaTech's status as a Foreign Private Issuer, Emerging Growth Company, and Controlled Company grants exemptions from certain U.S. reporting and governance rules - The reporting currency is the Canadian dollar ($), with U.S. dollars denoted as US$ or USD[16] - As a Foreign Private Issuer (FPI), the company is exempt from certain U.S. reporting rules, such as quarterly 10-Q filings and proxy solicitation regulations[18][21] - The company qualifies as an "Emerging Growth Company," allowing for reduced disclosure requirements, including providing only two years of audited financial statements[20][22] - ZenaTech is a "Controlled Company" because CEO Dr. Shaun Passley controls over 50% of the voting stock, exempting it from requirements like having a majority-independent board[23] Key Information Risk Factors The company faces substantial risks including tariff impacts, stock volatility, potential delisting, CEO control, limited operating history, funding needs, reliance on Epazz, intense competition, and product defects Risks Related to Tariffs and Market Conditions Tariffs increase costs and market uncertainty, contributing to stock market declines and negatively impacting the company's share value - Tariffs imposed by the U.S. government have created uncertainty, leading to increased costs for imported goods and raw materials, which could negatively impact profitability and supply chain stability[27][28] - These tariffs have contributed to a global decline in stock markets, which has adversely affected the value of the company's shares[32] Risks Related to Our Common Shares and Listing The company's common shares face high volatility and delisting risk, while CEO control and foreign private issuer status limit shareholder influence and disclosure - The market price and trading volume of the company's common shares have been and may continue to be highly volatile and subject to extreme fluctuations[34][35] - CEO Dr. Shaun Passley's control of over 50% of the voting stock makes the company a "controlled company," allowing him to significantly influence board composition and prevent potential changes of control[44][63] - There is a risk of failing to meet Nasdaq's continued listing requirements, which could result in the delisting of the common shares, negatively affecting the stock price and liquidity[45] - As a foreign private issuer, the company is exempt from certain U.S. proxy rules and reporting obligations, which may result in less frequent and detailed disclosures compared to U.S. domestic companies[65][66] Risks Related to the Company's Business Business risks include limited operating history, ongoing losses, capital needs, reliance on Epazz, intense competition, and potential product defects in software and drones - The company has a limited operating history and only recently achieved profitability, with no certainty of future profits[76][77] - Substantial additional financing may be required to develop its software and drone businesses, and there is no assurance that such capital will be available on acceptable terms[79] - The business is dependent on a Management Services Agreement and technology licenses with Epazz Inc., a company also controlled by CEO Dr. Shaun Passley; termination of these agreements could materially harm the business[136][88] - The software and drone industries are highly competitive and characterized by rapid technological change, requiring continuous development of new products to avoid obsolescence[132][104][105] - Defects or errors in the company's complex software or drone products could lead to product liability claims, damage the company's reputation, and result in significant financial loss[84][109][111] Information on the Company Corporate Structure and History ZenaTech, a Canadian enterprise software company spun off from Epazz, operates through twenty-six subsidiaries globally and is publicly traded on Nasdaq, BMV, and Frankfurt exchanges - Incorporated in Illinois in 2017 as ZenaPay, Inc., the company was continued into British Columbia, Canada in 2018 and renamed ZenaTech, Inc. in 2020[162] - ZenaTech operates as a parent holding company with twenty-six wholly-owned subsidiaries, including ZenaDrone, PacePlus, SystemView, TillerStack, and recently acquired entities like Weddle Surveying and ZooOffice[167][168] - The company's common shares are listed on the Nasdaq Capital Market (ZENA), the Mexican Stock Exchange (ZENA), and the Frankfurt Stock Exchange (49Q)[163] Business Overview and Recent Developments ZenaTech's income primarily comes from software and services for 700 clients, with recent expansion via acquisitions and a focus on developing its drone business through pilot programs and a DaaS strategy, following a July 2024 reverse stock split Revenue by Geographical Location (CAD) | Region | 2024 | 2023 | | :--- | :--- | :--- | | United States of America | $1,973,055 | $1,429,471 | | Canada | $14,372 | $392,815 | | Germany | $3,572 | $5,454 | | Total | $1,990,999 | $1,827,740 | - The company has approximately 700 paying corporate clients for its various software and land survey services[171] - Recent acquisitions in 2025 include land surveying firms (Weddle, KJM, Miller, Wallace) and software companies (ZooOffice, Ecker Capital, Othership) to bolster its drone and enterprise software offerings[179][204][209] - A 1-for-6 reverse stock split of common shares was effected on July 1, 2024[178] Capital Expenditures (CAD) | Type | Fiscal Year 2024 | Fiscal Year 2023 | | :--- | :--- | :--- | | Product development costs | $1,169,126 | $217,603 | | Fixed assets - additions | $583,317 | $2,120 | | Total capital expenditures | $1,759,217 | $219,723 | Our Business Segments ZenaTech operates mature software and developing drone segments, with the software business generating most revenue and the drone business, centered on ZenaDrone 1000, in pilot testing with a DaaS model and global expansion plans Revenue by Subsidiary (CAD) | Subsidiary | Industry | 2024 Revenue | 2024 % | 2023 Revenue | 2023 % | | :--- | :--- | :--- | :--- | :--- | :--- | | PsPortals, Inc. | Law enforcement software | $1,370,692 | 70% | $1,189,355 | 65% | | PacePlus, Inc. | Medical records software | $123,991 | 6% | $141,780 | 8% | | Interactive Systems, Inc. | Warehouse mgmt software | $118,167 | 6% | – | – | | ZenaDrone, Inc. | Drone Platforms/Services | $102,217 | 5% | – | – | | interlinkONE, Inc. | Warehouse mgmt software | $93,458 | 5% | – | – | | WorkAware, Inc. | Safety and compliance | $14,372 | 1% | $392,815 | 21% | | Other Subsidiaries | Various Software | $141,508 | 7% | $103,790 | 6% | | Total | | $1,963,605 | 100% | $1,827,740 | 100% | - The software business provides mission-critical cloud applications for industries including healthcare (PacePlus), facility management (SystemView), law enforcement (PsPortals), and warehouse management (Interactive Systems)[236][237][238] - The drone business is centered on the ZenaDrone 1000 and IQ Nano models, currently in pilot testing; the strategy includes a Drone as a Service (DaaS) model and expansion into land surveying[284][305][306] - The company is establishing a manufacturing facility in Arizona and a component sourcing subsidiary in Taiwan (Spider Vision Sensors) to ensure its supply chain is NDAA-compliant for potential U.S. military contracts[210][312] Intellectual Property and Competitive Conditions ZenaTech protects software via trade secrets and drones via patents, relies on Epazz for management services, and faces intense competition across its software and drone segments from established industry players - Software IP is protected as trade secrets with limited access to source code[326] Key Drone-Related Patents and Applications | Patent Title | Status | Entity Assigned | | :--- | :--- | :--- | | Drone Design Gen 1 | Issued US Patent No.: D932369 | ZenaDrone, Inc. | | Drone with extendable and rotatable wings | Issued US Patent No.11970293 | ZenaDrone Inc. | | Charging/Re-Charging Drone Assembly System | Issued US Patent No. 11597515 | ZenaDrone Inc. | | Plant Recognition Technology | Application filed | Epazz, Inc. | - The company competes with numerous companies in the software and drone spaces, including DJI, DraganFly, RedCat, AgEagle, and AeroVironment in the drone sector[336][340] - A management service agreement with affiliate Epazz provides software development, office space, and project management services at a 20% markup above cost[334] Operating and Financial Review and Prospects Operating Results In 2024, revenue grew 7% to $1.96 million, but a 182% surge in G&A expenses led to a net loss of $3.85 million and a comprehensive loss of $3.41 million Selected Annual Financial Information (CAD) | As of December 31, | 2024 | 2023 | Variance (%) | | :--- | :--- | :--- | :--- | | Total assets | $95,454,720 | $16,453,876 | 480% | | Total liabilities | $12,865,364 | $9,134,130 | 41% | | Shareholders' equity | $87,324,608 | $7,319,746 | 1,093% | Results of Operations (CAD) | For the year ended December 31, | 2024 | 2023 | Variance (%) | | :--- | :--- | :--- | :--- | | Revenue | $1,963,605 | $1,827,740 | 7% | | Total G&A expenses | $5,823,230 | $2,061,808 | 182% | | Net loss for the year | ($3,846,297) | ($241,504) | 1,493% | | Comprehensive loss for the year | ($3,412,449) | ($251,947) | 1,254% | - The 182% increase in G&A expenses was primarily due to higher professional fees for the Nasdaq listing, stock-based compensation for directors, and increased advertising costs for the drone business[374][380][385] - The company capitalized $4,055,745 in drone development costs in 2024, a significant increase from $602,038 in 2023[389] Liquidity and Capital Resources Working capital increased to $3.35 million in 2024, with operations funded by software cash flow and $9.78 million in debt, including new 8% related-party lines, and management believes $32.8 million in credit lines are sufficient for the next year Net Working Capital (CAD) | As of December 31, | 2024 | 2023 | Variance (%) | | :--- | :--- | :--- | :--- | | Total current assets | $6,278,477 | $2,571,365 | 144% | | Total current liabilities | $2,929,460 | $1,077,434 | 172% | | Net working capital | $3,349,017 | $1,493,931 | 124% | Long-Term Debt Summary (CAD) | Lender | Dec 31, 2024 | Dec 31, 2023 | | :--- | :--- | :--- | | Jennings Family Investments, Inc. LOC | $3,921,087 | $2,470,429 | | Star Financial Corporation LOC | $1,394,839 | $1,993,072 | | Nancy Cowden RLOC | $1,080,380 | – | | GG Mars Capital, Inc. LOC | $992,798 | $2,508,843 | | Other Loans | $2,394,835 | $889,786 | | Total Loans Payable | $9,783,539 | $7,862,130 | - The company has available funds of over $32.8 million through various lines of credit, which management believes is sufficient for the next 12 months of operations[404] - In October 2024, several 6% interest revolving lines of credit with related parties were terminated and replaced with new 8% interest lines with 10-year maturities and additional warrants issued as origination fees[412][427][435] - As of December 31, 2024, a total of 2,545,298 common shares could be issued if all convertible debt were converted, based on the stock price at that date[482][484] Directors, Senior Management and Employees Directors and Senior Management Dr. Shaun Passley serves as President, CEO, and Chairman, with James A. Sherman as CFO, and the board manages potential conflicts of interest arising from Dr. Passley's dual roles at ZenaTech and Epazz - Dr. Shaun Passley is the President, CEO, and Chairman; he holds multiple advanced degrees, including a PhD in Business and a Master of Law in intellectual property[506] - James A. Sherman, CPA, serves as the Chief Financial Officer, Corporate Secretary, and a director[507] - A conflict of interest exists due to Dr. Passley's roles as CEO and majority shareholder of both ZenaTech and Epazz, with which ZenaTech has material contracts[516][517] - As of the report date, directors and officers as a group beneficially own approximately 23% of the issued and outstanding Common Shares[515] Compensation ZenaTech's compensation program, including a $145,000 salary and $242,720 in stock awards for the CEO in 2024, aims to motivate executives, with a 2022 LTIP allowing awards up to 20% of outstanding shares, though no options have been granted Summary Compensation Table - 2024 | Name and Principal Position | Salary | Stock Awards | | :--- | :--- | :--- | | Shaun Passley, PhD. (CEO) | $145,000 | $242,720 | | James A. Sherman (CFO) | $-0- | $68,564 | | Craig Passley (Director) | $-0- | $68,564 | | Other Directors (each) | $-0- | $27,425 | - The company has an employment agreement with CEO Shaun Passley for a ten-year term with a base salary of US$180,000 (partially paid in shares) and performance-based bonuses[533] - The 2022 Long-Term Incentive Plan permits the issuance of awards (Options, RSUs, etc.) up to a maximum of 20% of the issued and outstanding shares at the time of grant[542] - As of the report date, no stock options or other awards have been issued under the 2022 Long-Term Incentive Plan[532][543] Board Practices ZenaTech has an Audit Committee and a Compensation and Governance Committee, both with independent directors, overseeing financial reporting and governance, and has adopted a Code of Business Conduct and Ethics for all personnel - The Audit Committee is composed of three independent members: Thomas Burns (Chair), Paul Piekos, and Yvonne Rattray; all members are financially literate, and Mr. Burns qualifies as an audit committee financial expert[569][570][673] - A Compensation and Governance Committee has been established, also composed of independent directors, to oversee compensation and governance matters[574] - The company has adopted a Code of Business Conduct and Ethics applicable to all directors, officers, and employees[576] Major Shareholders and Related Party Transactions CEO Dr. Shaun Passley controls approximately 87% of ZenaTech's voting power, making it a "controlled company" with extensive related-party transactions, including management services, technology licensing, and debt financing with Epazz and Ameritek Ventures Major Shareholder Ownership (as of report date) | Name | Security Type | Number of Shares | Percentage of Class | | :--- | :--- | :--- | :--- | | Dr. Shaun Passley | Common | 5,436,459 | 21% | | | Super Voting | 10,000 | 17% | | | Preferred | 3,620,000 | 21% | | Epazz, Inc. | Common | 6,367,301 | 25% | | | Super Voting | 45,000 | 75% | | | Preferred | 11,700,000 | 68% | | Ameritek Ventures, Inc. | Common | 1,583,333 | 2% | | | Super Voting | 5,000 | 8% | | | Preferred | 750,000 | 4% | - Assuming conversion of preferred shares and inclusion of super voting shares, Dr. Shaun Passley controls approximately 87% of the total voting rights of ZenaTech[585] - Significant related party transactions exist with Epazz, Inc. and Ameritek Ventures, Inc., both controlled by Dr. Passley; these include acquisitions of companies (ZooOffice, Ecker), patents, and a management services agreement[521][522][586] Financial Information Consolidated Statements and Other Financial Information The full consolidated financial statements are in Item 17, and the company confirms no material legal proceedings or dividends paid, intending to retain earnings for growth - The full consolidated financial statements are located under Item 17 of the report[587] - The company is not currently involved in any material litigation or legal proceedings[588] - No dividends have been paid to date, and the company does not anticipate paying any in the foreseeable future, intending to retain earnings for business growth[589] Additional Information Memorandum and Articles of Association The company's authorized capital includes unlimited Common Shares, 100 million Preferred Shares, and 23 million Super Voting Shares (1,000 votes each), with 2,995,551 warrants also outstanding - The authorized share capital includes unlimited Common Shares, 100,000,000 Preferred Shares, and 23,000,000 Super Voting Shares[600] - Super Voting Shares are entitled to 1,000 votes per share, providing significant voting control[603] - Preferred Shares are non-voting, have a liquidation preference, and are convertible into three Common Shares at the holder's option, subject to collective holder consent[604] - As of the filing date, the company has 2,995,551 warrants outstanding to acquire common shares at various exercise prices and expiration dates[607] Taxation This section summarizes U.S. and Canadian tax considerations for U.S. Holders, highlighting the risk of Passive Foreign Investment Company (PFIC) classification, which could lead to adverse U.S. tax consequences, though the company believes it was not a PFIC in 2024 - The company may be classified as a Passive Foreign Investment Company (PFIC), which could lead to adverse U.S. federal income tax consequences for U.S. Holders, including additional taxes and interest charges on certain distributions and gains[618][620] - Based on its income and assets, management believes the company was not a PFIC for the taxable year ended December 31, 2024, but this is a factual determination made annually and is not certain for future years[619] - Dividends paid to U.S. Holders may be eligible for reduced long-term capital gains tax rates if the company is considered a "qualified foreign corporation" and is not a PFIC[631][632] - For Canadian tax purposes, dividends paid to U.S. Holders are subject to a withholding tax, generally reduced to 15% under the Canada-U.S. Tax Treaty[645][646] Controls and Procedures Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2024, and as an emerging growth company, no auditor attestation report on internal controls is included - The CEO and CFO concluded that the company's disclosure controls and procedures were effective as of December 31, 2024[665] - Management assessed internal control over financial reporting using the COSO framework and concluded it was effective as of December 31, 2024[666] - The annual report does not include an attestation report from the registered public accounting firm on internal controls, as permitted by SEC rules for the company[667] Corporate Governance and Other Disclosures Corporate Governance As a foreign private issuer, ZenaTech follows Canadian corporate governance practices, differing from Nasdaq rules by not requiring shareholder approval for certain dilutive events or equity plans, and having a lower 1% quorum for shareholder meetings - The company follows Canadian practices, which do not require shareholder approval for certain dilutive events, such as issuing 20% or more of its shares in a private placement[680] - Unlike Nasdaq rules, Canadian practices do not require shareholder approval for most equity compensation plans[681] - The company's quorum for shareholder meetings is 1% of the issued shares entitled to vote, which is lower than the Nasdaq requirement of 33 1/3% for U.S. companies[682] Cybersecurity ZenaTech manages cybersecurity risks through an internal security management system based on COSO and ISO 31000, implementing security-by-design, vetting suppliers, and maintaining a formal incident response plan - The company uses an internal team and established frameworks (COSO, ISO 31000) to manage cybersecurity risks[692][694] - Initiatives to prevent incidents include implementing Security and Privacy By Design in new projects and vetting the security maturity of third-party suppliers[695][696] - A formal incident response process is in place, covering identification, containment, recovery, and reporting[697] Financial Statements Consolidated Financial Statements Prepared under IFRS, the 2024 consolidated financial statements show total assets increasing to $34.6 million, revenue up 7% to $1.96 million, a net loss of $4.48 million, and $9.87 million cash used in operations, offset by $14.91 million from financing Consolidated Statement of Financial Position (Balance Sheet) Summary (CAD) | As of December 31, | 2024 | 2023 | | :--- | :--- | :--- | | Total Assets | $34,646,359 | $16,453,876 | | Total Current Assets | $6,278,477 | $2,571,365 | | Total Long-term Assets | $28,367,882 | $13,882,511 | | Total Liabilities | $12,827,016 | $9,134,130 | | Total Current Liabilities | $2,891,112 | $1,077,434 | | Total Long-term Liabilities | $9,935,904 | $8,056,696 | | Total Shareholders' Equity | $21,819,343 | $7,319,746 | Consolidated Income Statement Summary (CAD) | For the Year Ended Dec 31, | 2024 | 2023 | | :--- | :--- | :--- | | Revenue | $1,963,605 | $1,827,740 | | Total G&A Expenses | $6,424,599 | $2,061,808 | | Net Loss for the Period | ($4,481,751) | ($241,504) | | Comprehensive Loss | ($4,047,903) | ($251,947) | | Basic Loss per Share | ($0.16) | ($0.01) | Consolidated Statement of Cash Flows Summary (CAD) | For the Year Ended Dec 31, | 2024 | 2023 | | :--- | :--- | :--- | | Cash from Operating Activities | ($9,865,255) | ($1,980,275) | | Cash from Investing Activities | ($1,926,244) | ($923,805) | | Cash from Financing Activities | $14,913,009 | $2,814,467 | | Change in Cash | $3,752,891 | ($199,608) | Notes to Financial Statements The notes detail IFRS basis, significant accounting policies, common control acquisitions recorded at carrying value, extensive long-term debt instruments including related-party convertible lines, and the issuance and terms of common, preferred, super-voting shares, and outstanding warrants - The financial statements are prepared on a going concern basis, despite the company having an accumulated deficit of ($8.5) million as of Dec 31, 2024[731] - Acquisitions of entities under common control (Ecker Capital, ZooOffice) are accounted for at the carrying amount of the previous owner, not at fair market value[742][823][830] - The company has significant related-party transactions, including advances to affiliate Epazz for future services totaling $15.9 million and numerous convertible debt agreements with entities controlled by the CEO or his family[1050][1093] - As of Dec 31, 2024, the company had 25,101,124 common shares, 17,150,000 preferred shares, and 60,000 super voting shares issued and outstanding[968][980][985]