v3.25.2
10. RELATED PARTIES
6 Months Ended
Jun. 30, 2025
Notes  
10. RELATED PARTIES

10.RELATED PARTIES 

 

We organized the related party transactions in the table below according to ASC 850 by total as of June 30, 2025. 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 June 30, 2025

Total dollars as of June 30, 2025

1

Shaun Passley, PhD

Chairman of the BOD, Secretary, President, CEO, CFO, COO

Common stock ownership

379,098,457

-

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

116,000,000

5

Epazz, Inc.

Owner of over 95% voting stock

Assumption of Bozki, Inc. note

 

318,648

6

Epazz, Inc.

Owner of over 95% voting stock

Assumption of Bozki, Inc. note

 

818,457

7

Epazz, Inc.

Owner of over 95% voting stock

Assumption of VW Win, Inc. note

 

422,183

8

Epazz, Inc.2

Owner of over 95% voting stock

Management Services Agreement

317,893

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 $118,648 as of June 30, 2025. The total number of shares of common stock the noteholder could convert was 54,563,014, which is the total amount due of $318,648, divided by $0.0058, or $0.0073 share price at a 20% discount rate. The Ameritek Ventures, Inc. common stock share price was $0.0073 on June 30, 2025, as quoted on the https://www.otcmarkets.com/.

 

The total amount due under the promissory note was $200,000 and accrued interest of $113,315 as of December 31, 2024. The total number of shares of common stock the noteholder could convert was 2,237,964,286, which is the total amount due of $313,315, divided by $0.0001, or $0.0007 share price at a 20% discount rate. The Ameritek Ventures, Inc. common stock share price was $0.0007 on December 31, 2024, 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 $246,046 as of June 30, 2025. The total number of shares of common stock the noteholder could convert was 140,146,747, which is the total amount due of $818,457, divided by $0.0058, or $0.0073 share price at a 20% discount rate. The Ameritek Ventures, Inc. common stock share price was $0.0073 on June 30, 2025, as quoted on the https://www.otcmarkets.com/.

 

The total amount due under the promissory note was $572,411 and accrued interest of $154,551 as of December 31, 2024. The total number of shares of common stock the noteholder could convert was 7,231,458,461, which is the total amount due of $723,146, divided by $0.0001, or $0.0007 share price at a 20% discount rate. The Ameritek Ventures, Inc. common stock share price was $0.0007 on December 31, 2024, 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 $346,375 as of June 30, 2025.

The total amount due under the promissory note was $250,000 principal and accrued interest of $153,433 as of December 31, 2024.

 

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.

 

Ameritek issued 66,000,000 shares of Common Stock at $0.0005 per share for management fees to Epazz, Inc., consistent with the terms of the agreement on April 1, 2025 (note 9).

 

Ameritek issued 300,000,000 shares of Common Stock at $0.0005 per share for management fees to Shaun Passley, PhD, consistent with the terms of the agreement on April 1, 2025 (note 9).

 

The development and support expenses included $634,970 charged by Epazz, Inc. under the management services agreement between Ameritek and Epazz for the year ended December 31, 2024. As per the management services agreement between Ameritek Ventures, Inc. and Epazz Inc., Epazz shall charge a minimum annual fee of $350,000.

The $783,626 expenses consisted of

Programming and support of $158,883,

Salary of $232,930, and

Product development cost of $391,813.

 

Other transactions

 

The Company had an accounts payable balance of $5,400 due to Epazz, Inc. as of June 30, 2025.