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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
 Shaun Passley
FirstName
ZenaTech, LastNameShaun  Passley
          Inc.
Comapany5,
December  NameZenaTech,
             2023        Inc.
December
Page 2    5, 2023 Page 2
FirstName LastName
         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
 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
FirstName LastNameShaun Passley
       Mr. Passley received $48,000 in 2022 and no compensation in 2021. Please
clarify why
Comapany
       yourNameZenaTech,
            Chief Executive Inc.
                             Officer was not awarded compensation pursuant to
the terms of the
       employment   agreement.
December 5, 2023 Page 3         Explain whether any of the compensation was
deferred.
FirstName LastName
 Shaun Passley
FirstName
ZenaTech, LastNameShaun  Passley
          Inc.
Comapany5,
December  NameZenaTech,
             2023        Inc.
December
Page 4    5, 2023 Page 4
FirstName LastName
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.
 Shaun Passley
FirstName
ZenaTech, LastNameShaun  Passley
          Inc.
Comapany5,
December  NameZenaTech,
             2023        Inc.
December
Page 5    5, 2023 Page 5
FirstName LastName
        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
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