Ameritek Ventures, Inc. (ATVK)

Executive Summary / Key Takeaways

• Zero-Revenue Operation with Phantom Profits: Ameritek Ventures reported no revenue for the nine months ended September 2025, yet posted a $5.28 million Q3 profit entirely from $5.3 million in unrealized gains on a related-party investment, masking a core business that generates no cash from operations.

• Strategic Transformation into a Corporate Junk Drawer: The October 2024 sale of its software business left DittoMask—a medical mask unit that didn't generate $1,000 in profit in 2024—as the sole revenue source, while management has since piled into unrelated ventures including Cook County apartments, blockchain software, AR robotics, passenger drones, and electric bicycles.

• Governance Red Flags Waving in Unison: Material weaknesses in internal controls, a non-functioning audit committee, inadequate segregation of duties, and pervasive related-party transactions with controlling shareholder Shaun Passley, PhD, who simultaneously runs ZenaTech and Epazz , create a structure where minority shareholders' interests appear secondary.

• Competitive Position That Doesn't Exist: In the warehouse management systems space, ATVK holds a negligible market share against Manhattan Associates , SAP , and Oracle —competitors with $10 billion to $600 billion market caps, 20-25% profit margins, and AI-driven cloud platforms that dwarf ATVK's basic software and unproven hardware concepts.

• Valuation Fantasy Demanding 7,300x Sales: Trading at $0.02 with a $164 million market cap, the stock commands a price-to-sales ratio of 7,302 and enterprise value-to-revenue of 7,348 on zero revenue, while analyst price targets average $0.000960, implying 95% downside before accounting for execution and governance risks.

Setting the Scene: The Company That Sold Its Business and Kept the Shell

Ameritek Ventures, Inc. began as ATVROCKN in Nevada on December 27, 2010, and rebranded in June 2017, but its modern identity crystallized on October 1, 2024. That day, management sold Ecker Capital, LLC—the holding company containing its entire software operation (Interactive Systems, interlinkOne, ESM Software)—to ZenaTech, Inc., a related party controlled by CEO Shaun Passley. This transaction eliminated Ameritek's primary revenue source and left DittoMask, Inc., a medical mask manufacturer that failed to generate $1,000 in profit during 2024, as the company's only revenue-producing asset.

Why does this matter? The divestiture transformed Ameritek from a going concern into a public vehicle with minimal operations, $26,602 in cash, and a mandate to find new businesses. The company now sits at the bottom of the technology value chain, not as a software provider but as a collection of pre-revenue concepts and recently acquired assets that have yet to demonstrate market viability. This structural shift from software to speculative ventures explains why the company generates no revenue despite reporting "profits."

The industry context amplifies the problem. Ameritek's remaining technology ventures—blockchain platforms WebBeeO and CordTell, augmented reality developer Augmum, vertical landing aircraft service AeroPass, and electric bicycle startup Equock—compete in sectors dominated by well-funded incumbents. In warehouse management systems, where Ameritek's legacy software once played, Manhattan Associates commands 10-15% enterprise market share with $275.8 million in quarterly revenue and 20.2% net margins. SAP's Extended Warehouse Management holds 20-25% share, generating €8.02 billion in quarterly cloud revenue. Oracle's WMS Cloud drives $16.1 billion in quarterly sales with 34% cloud growth. Ameritek's negligible scale and lack of AI capabilities place it outside the competitive set entirely.

What this implies is stark: Ameritek isn't competing from a position of weakness—it's not competing at all. The company's $678,300 in annual revenue (from the pre-divestiture period) compares to billions for established players, while its 5.2% average growth rate lags the 11-14% growth rates of MANH, SAP, and ORCL. The divestiture didn't streamline operations; it eliminated the company's relevance in its core market.

Technology, Products, and Strategic Differentiation: A Portfolio of Unproven Concepts

DittoMask represents Ameritek's only revenue-generating product, manufacturing high-filtration masks for the medical industry. Yet management explicitly disclosed that this segment failed to generate more than $1,000 in profit during 2024, rendering it economically non-viable. The product exists, but it doesn't create value—a critical distinction that explains why revenue has collapsed to zero post-transaction.

The remaining "businesses" are conceptual at best. FlexFridge, acquired through the 2020 Bozki merger, holds a U.S. patent for a foldable, battery-powered refrigerator but remains out of production. Management mentions prototypes for medical use in transporting temperature-sensitive medicines, but no commercial shipments, customers, or revenue are disclosed. The patent represents potential, but potential doesn't pay bills or justify a $164 million valuation.

The blockchain initiatives—WebBeeO and CordTell—enter a crowded market where established players like IBM , Microsoft , and Amazon (AMZN) offer enterprise blockchain services with global infrastructure and security certifications. Ameritek provides no detail on customer traction, transaction volumes, or competitive advantages. The AR robotics venture, Augmum, explores using gloves and glasses to control robot arms, partnering with a Jamaican restaurant for kitchen automation. This sounds innovative until one considers that Boston Dynamics and other robotics firms have spent billions developing mature automation solutions with actual deployments.

AeroPass proposes members-only, first-class passenger transport between cities using ZenaDrone technology. This concept competes with Joby Aviation and other urban air mobility companies that have raised hundreds of millions and secured FAA certifications. Ameritek's announcement contains no details on aircraft certification, route approvals, customer acquisition, or capital requirements—only a vague vision of luxury drone travel.

Equock, the electric bicycle venture for delivery services, enters a market dominated by established manufacturers like Rad Power Bikes and VanMoof, with Chinese suppliers controlling component costs. The company provides no information on manufacturing partnerships, distribution channels, or competitive differentiation.

Why this matters: Each venture requires substantial capital, specialized expertise, and market development—resources Ameritek demonstrably lacks. The $294,000 in annual R&D expenses compares to billions spent by MANH, SAP, and ORCL on AI and cloud infrastructure. This isn't a diversified portfolio; it's a scattershot approach by a company desperate to find something that sticks, burning cash on concepts with no moats, no scale, and no path to profitability.

Financial Performance & Segment Dynamics: Accounting Gains Masking Operational Decay

The financial statements reveal a company in free fall, propped up by accounting artifacts. For the nine months ended September 30, 2025, Ameritek reported zero revenue, down from minimal revenue in the prior year. The net loss of $2.25 million would have been far worse without a $2 million unrealized gain on its ZenaTech investment. In Q3 alone, a $5.3 million unrealized gain turned a money-losing operation into a $5.28 million "profit."

What this implies is that the company's entire profitability narrative is a mirage. Unrealized gains reflect paper mark-ups of a related-party investment, not cash generation from customers. These gains can reverse in future quarters, creating volatility without economic substance. Operational expenses, while declining to $223,483 for the nine-month period, still exceed zero revenue, guaranteeing cash burn.

The balance sheet tells a more urgent story. Cash of $26,602 as of September 2025 represents less than two months of operating expenses at current burn rates. The company repaid only $8,316 in long-term debt during the nine-month period, down from $329,659 in the prior year, suggesting either debt exhaustion or inability to service obligations. Additional paid-in capital ballooned to $27.71 million from $881,317, primarily from stock issued for acquisitions and services—diluting existing shareholders to fund unrelated ventures.

Segment analysis reveals a company without a core. DittoMask's negligible profitability means the medical mask business can't support corporate overhead. The real estate acquisition—two apartments in Cook County—might generate rental income, but at a scale that won't move the needle for a $164 million company. Galaxy Batteries, acquired for $37 million from related party Epazz , has no disclosed revenue, customers, or integration plan. The transaction appears to be a related-party asset shuffle rather than a strategic acquisition.

The financial performance demonstrates a company that sold its viable business, retained a non-performing asset, and is now using its public shell to acquire speculative ventures while reporting accounting gains to mask the absence of operational cash flow. This isn't a transformation—it's a slow-motion liquidation of shareholder value.

Outlook, Management Guidance, and Execution Risk: Raising Equity to Fund Experiments

Management's stated strategy is to raise equity capital to support operating requirements, product development, marketing, and future acquisitions. This is an explicit admission that internal cash generation is non-existent and that future dilution is certain. For a company with zero revenue, $26,602 in cash, and a quarterly expense run rate of approximately $74,500 (based on $223,483 for nine months), an equity raise isn't a strategic option—it's a survival necessity.

What this means for shareholders is near-term dilution at potentially distressed valuations. The stock trades over-the-counter with a beta of 2.30, indicating high volatility. Raising equity in this environment typically requires issuing shares at significant discounts to market, with warrants that further dilute ownership. Management's guidance that cash and equity issuance will meet "all foreseeable cash requirements" suggests they anticipate multiple funding rounds, not a single capital injection.

The execution risk is extreme. Each new venture—whether real estate, batteries, or electric bicycles—requires distinct operational expertise that management hasn't demonstrated. The company's history shows a pattern of acquiring assets (Bozki, VW Win Century, Galaxy Batteries) that fail to generate meaningful revenue. The FlexFridge patent, acquired in 2020, remains uncommercialized after five years. This track record suggests future acquisitions face long odds of achieving profitability.

Management commentary offers no specific milestones, revenue targets, or timelines for any venture. The absence of guidance on customer acquisition, product launch dates, or break-even projections indicates either a lack of planning or a reluctance to commit to measurable goals. This opacity makes it impossible for investors to assess whether the strategy has any chance of success.

Risks and Asymmetries: How the Thesis Breaks

The most material risk is governance failure. The material weaknesses in internal controls—no functioning audit committee, inadequate segregation of duties—create opportunities for self-dealing, particularly given Shaun Passley's control of Ameritek, ZenaTech, and Epazz . The $5.3 million unrealized gain on ZenaTech stock, the $37 million Galaxy Batteries acquisition from Epazz , and the management agreement with Epazz (EPAZ) for $350,000 annually all involve related parties. Without independent oversight, there's no assurance these transactions serve minority shareholders.

The significance of this is that related-party transactions have historically destroyed value in micro-cap stocks when controlling shareholders prioritize their interests. The pending lawsuit against former owner Clinton L. Stokes III, while deemed non-material by management, highlights the company's litigious history and potential for asset encumbrance issues. The combination of weak controls and related-party dealings creates a risk of value leakage that could accelerate if the company raises equity and deploys cash into ventures controlled or influenced by Passley.

Liquidity risk is immediate. With $26,602 in cash and quarterly expenses exceeding $70,000, the company has weeks of runway, not months. Any delay in raising capital could force distressed asset sales or bankruptcy. The 100% increase in cash from $0 to $26,602 year-over-year is mathematically true but economically meaningless—it's a rounding error for a public company.

Competitive risk is existential. Unlike MANH, SAP, and ORCL, which invest billions in R&D and have global sales forces, Ameritek has $294,000 in annual R&D expenses and no disclosed sales organization. The company's ventures compete directly with these giants or with well-funded startups. In drones, Joby Aviation (JOBY) has raised over $1 billion. In electric bikes, Rad Power Bikes has established distribution. In blockchain, IBM (IBM) and Microsoft (MSFT) dominate enterprise sales. Ameritek's lack of capital, talent, and market presence means it can't compete on price, features, or scale.

Valuation risk is binary. The stock trades at 7,302 times sales on zero revenue—a multiple that only makes sense if investors believe in a complete business reinvention. Yet analyst targets average $0.000960, 95.2% below the current $0.02 price. This disconnect suggests the market has already lost confidence, leaving retail investors holding a stock with no fundamental support.

Valuation Context: Pricing a Company With No Revenue

At $0.02 per share, Ameritek Ventures commands a $164.24 million market capitalization and $165.27 million enterprise value. These figures are extraordinary for a company that generated zero revenue in the most recent quarter and nine-month period.

Traditional valuation metrics become nonsensical. The price-to-sales ratio of 7,302.08 and enterprise value-to-revenue of 7,348.02 reflect a business with a valuation detached from operations.

The P/E ratio of 1.50 appears attractive until one realizes earnings are entirely composed of unrealized investment gains, not sustainable cash flows. The 315.95% profit margin is a mathematical artifact of dividing a small gain by zero revenue.

For context, Manhattan Associates trades at 9.98 times sales with 20.25% profit margins and 13.7% growth. SAP trades at 6.57 times sales with 19.41% margins and 11-13% growth. Oracle trades at 8.40 times sales with 25.28% margins and 14% growth. These multiples reflect real businesses with revenue, cash flow, and competitive moats. Ameritek's 7,302x sales multiple implies investors are paying for a transformation that management hasn't articulated with specifics.

The balance sheet offers no support. Book value is effectively zero, with total assets likely consisting of the ZenaTech investment, minimal cash, and capitalized costs for unproven ventures. The debt-to-equity ratio of 0.09 appears low but reflects minimal equity rather than financial strength. Current and quick ratios of 0.01 indicate the company can't meet short-term obligations without immediate capital injection.

Analyst projections, while limited for OTC stocks, indicate a consensus price target of $0.000960, representing 95.2% downside from current levels. This isn't a minor valuation gap—it's a market judgment that the equity is essentially worthless based on operational fundamentals.

Conclusion: A Public Shell in Search of a Business

Ameritek Ventures is a company that sold its viable software business, retained a non-performing medical mask unit, and is now using its public listing to fund a grab bag of speculative ventures through related-party transactions and future equity dilution. The $5.3 million quarterly "profit" is an accounting mirage from paper gains, not evidence of business model viability. The diversification into real estate, batteries, drones, and e-bikes reflects desperation, not strategy.

What makes this story fragile is the combination of zero revenue, near-zero cash, material control weaknesses, and pervasive related-party dealings. Unlike Manhattan Associates (MANH), SAP (SAP), and Oracle (ORCL)—who compete through innovation, scale, and execution—Ameritek competes through press releases and accounting adjustments. The 7,300x sales valuation requires a suspension of disbelief about the company's ability to generate revenue, let alone profit.

For investors, the thesis hinges on two variables: whether management can generate operational revenue before cash runs out, and whether governance controls can prevent value leakage to related parties. The track record suggests neither is likely. The company has had five years to commercialize FlexFridge and hasn't. It's had two years to scale DittoMask and hasn't. It's now acquiring batteries, apartments, and drone concepts with no disclosed integration plans or capital to execute.

The broader forces at play—cloud adoption, AI automation, supply chain digitization—benefit MANH, SAP, and ORCL while leaving Ameritek further behind. The stock's 2,392% year-to-date surge reflects OTC volatility, not fundamental improvement. When the equity raise comes, as management has telegraphed, dilution will meet a valuation with no operational support, likely crushing remaining shareholder value. This isn't a turnaround story—it's a cautionary tale about what happens when a company sells its business and hopes something else will magically appear.