10. RELATED PARTIES

9 Months Ended

Sep. 30, 2024

Notes

10. RELATED PARTIES

10.RELATED PARTIES 

We organized the related party transactions by total as of March 31, 2024 in the table below according to ASC 850. Readers should refer to the footnotes following the table for a detailed description of all related party transactions.

ASC 850	Related Party	Relationship	Transaction type	Stock as of March 31, 2024	Total dollars as of March 31, 2024
1	Shaun Passley, PhD	Chairman of the BOD, Secretary, President, CEO, CFO, COO	Common stock ownership	79,098,457	-
2	Shaun Passley, PhD	Chairman of the BOD, Secretary, President, CEO, CFO, COO	Preferred C stock ownership	2,000,000	-
3	Epazz, Inc.1	Owner of over 95% voting stock	Preferred B stock ownership	10,000,000	-
4	Epazz, Inc.	Owner of over 95% voting stock	Common stock ownership	50,000,000	-
5	Epazz, Inc.	Owner of over 95% voting stock	Assumption of Bozki, Inc. note		299,982
6	Epazz, Inc.	Owner of over 95% voting stock	Assumption of Bozki, Inc. note		688,801
7	Epazz, Inc.	Owner of over 95% voting stock	Assumption of VW Win, Inc. note		588,875
8	Epazz, Inc.2	Owner of over 95% voting stock	Management Services Agreement	-	176,500
9	GG Mars Capital, Inc.	President is Vivienne Passley, Shaun Passley's family member.	Preferred C stock ownership	22,159,336	-
10	GG Mars Capital, Inc.	President is Vivienne Passley, Shaun Passley's family member.	Common stock ownership	18,103,638	-
11	Vivienne Passley	Shaun Passley's family member.	Common stock ownership	300	-
12	Star Financial Corporation	President is Fay Passley, Shaun Passley's family member.	Preferred C stock ownership	22,236,666	-
13	Star Financial Corporation	Fay Passley, President of Star Financial Corporation is Shaun Passley's family member.	Common stock ownership	18,106,005	-
14	Fay Passley	Shaun Passley's family member	Common stock ownership	300	-
15	Craig Passley	Shaun Passley's family member	Preferred C stock ownership	4,800,000	-
16	Craig Passley	Shaun Passley's family member	Common stock ownership	300	-
17	Olga Passley	Shaun Passley's family member	Common stock ownership	300	-
18	Lloyd Passley	Shaun Passley's family member	Common stock ownership	300	-

1 – Epazz, Inc. voting stock is controlled by Shaun Passley, PhD.

2 – For details, see Management Services Agreement with Epazz, Inc. below.

Notes Payable

Assumption of $200,000 convertible note from Bozki merger

Ameritek merged with Bozki, Inc. on November 13, 2020. At the merger the Company assumed a 10-year, convertible note of $200,000 and accrued interest of $46,648 with Epazz, Inc., (“Epazz”), a Wyoming corporation and a related party, see note 10. The promissory note had an effective date of January 1, 2018, an interest rate of eight percent (8%) per year, which interest shall accrue from the effective date until January 1, 2028, unless prepaid prior to this date. The promissory note shall provide for one hundred twenty (120) equal monthly payments commencing one hundred twenty (120) days after April 1, 2018. Payee will have an option to defer 36 monthly payments. The payee will need to provide written notice of how many payments it wishes to defer. The deferred payment(s) will have an interest rate of 10%. On December 1, 2020 both parties agreed to defer payments until January 1, 2028.

The total amount due under the promissory note was $200,000 and accrued interest of $107,982 as of September 30, 2024. The total number of shares of common stock the noteholder could convert was 42,775,278 which is the total amount due of $307,982, divided by $0.0072, or $0.0009 share price at a 20%

discount rate. Ameritek Ventures’ common stock share price was $0.0009 on September 30, 2024 as quoted on the https://www.otcmarkets.com/.

The total amount due under the promissory note was $200,000 and accrued interest of $95,982 on December 31, 2023. The total number of shares of common stock the noteholder could convert was 194,725,000, which is the total amount due of $295,982, divided by $0.0015, or $0.0019 share price at a 20% discount rate. The Ameritek Ventures, Inc. common stock share price was $0.0019 on December 31, 2023, as quoted on the https://www.otcmarkets.com/.

Assumption of $1,000,000 convertible note from Bozki merger and conversion to $500,000 convertible note

Ameritek merged with Bozki, Inc. on November 13, 2020. At the merger the Company assumed a 10-year convertible note of $1,000,000 and accrued interest of $9,078 with Epazz, Inc., a related party, see note 10. On September 15, 2021 both parties agreed to convert $500,000 of this debt into Ameritek common stock and a nine-year note with principal of $572,410 and 8% annual interest. This note would convert into an amortizing note after 2025. On December 1, 2020 Ameritek and Epazz agreed to defer payments until January 1, 2028.

The total amount due under the promissory note was $572,411 and accrued interest of $107,982 as of September 30, 2024. The total number of shares of common stock the noteholder could convert was 42,775,278 which is the total amount due of $307,982, divided by $0.0072, or $0.0009 share price at a 20% discount rate. Ameritek Ventures’ common stock share price was $0.0009 on September 30, 2024 as quoted on the https://www.otcmarkets.com/.

The total amount due under the promissory note was $572,411 and accrued interest of $104,942 on December 31, 2023. The total number of shares of common stock the noteholder could convert was 445,626,947, which is the total amount due of $677,353, divided by $0.0015, or $0.0019 share price at a 20% discount rate. On December 31, 2023 the Ameritek Ventures, Inc. common stock share price was $0.0019 as quoted on the https://www.otcmarkets.com/.

Assumption of $250,000 note from VW Win Century, Inc. (Previously registered as, FlexFridge, Inc. an Illinois corporation) merger

The Company merged with VW Win Century, Inc. (previously registered as FlexFridge, Inc., an Illinois Corporation) on November 10, 2020. At the merger the assuming simple note of $250,000 and accrued interest of $183,566, with Epazz, Inc., a related party, see note 10. This note has a 15% interest rate and a maturity date of December 29, 2025. On December 1, 2020 both parties agreed to defer payments until January 1, 2028.

The total amount due under the promissory note was $250,000 principal and accrued interest of $327,625 as of September 30, 2024.

The total amount due under the promissory note was $250,000 principal and $299,500 was accrued interest as of December 31, 2023.

Management agreement with Epazz, Inc.

Ameritek entered into a management agreement with Epazz, Inc., a related party, with a minimum annual fee of $350,000 on November 12, 2020 in consideration for the services provided and to be provided. Epazz, Inc. is a company controlled by Shaun Passley, Ameritek Ventures’ Chief Executive Officer. As per the management services agreement between Ameritek and Epazz, Epazz shall charge a minimum annual fee of $350,000.

The development and support expenses included $176,500 charged by Epazz, Inc. under the management services agreement between Ameritek and Epazz for the nine months ended September 30, 2024.

The $176,500 expenses consisted of

·Engineering services of $143,175,  

·Software development fees of $10,625, and 

·Accounting of $22,700. 

For the three quarters ended September 30, 2023, the development and support expenses included $207,000 charged by Epazz, Inc. The $207,000 expenses consisted of

·Accounting services of $25,550, 

·Engineering services of $169,500, and 

·Software development fees of $12,000. 

The Company had an accounts payable balance of $1,158,694 due to Epazz, Inc., at September 30, 2023. The Company has advanced funds of $342,380 to various subsidiaries of Epazz, Inc. during the 1st quarter.  For the presentation purposes, the accounts payable balance due to Epazz was offset with what was advanced, and the net amount payable to Epazz at September 30, 2023 was $816,314.

Stock issuances

On October 2, 2023 Ameritek issued 7,700,000 shares of Preferred Stock, Series C to Star Financial Corporation, a related party, for debt issuance fees consistent with the terms of the agreement. The President of Star Financial Corporation is Fay Passley, Shaun Passley’s mother (note 9).

Other transactions

Epazz, Inc. had invoices totaling $317,793 during the nine months ended September 30, 2024.

Epazz, Inc. had invoices totaling $414,000 during 2023. The Company reclassified $697,359 advanced to Epazz, Inc. and ZenaTech, Inc. through Ameritek Ventures to offset this accounts payables balance. The total accounts payable balance after the offset was $771,835.