United States securities and exchange commission logo





                              March 1, 2024

       Shaun Passley
       Chief Executive Officer
       ZenaTech, Inc.
       69 Yonge St. Suite 1404
       Toronto, Ontario Canada M5E 1K3

                                                        Re: ZenaTech, Inc.
                                                            Registration
Statement on Form F-1
                                                            Filed February 2,
2024
                                                            File No. 333-276838

       Dear Shaun Passley:

                                                        We have reviewed your
registration statement and have the following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form F-1

       General

   1.                                                   We note your disclosure
on the cover page and throughout the registration statement that
                                                        you intend for your
common stock to list on The Nasdaq Capital Market. We also note,
                                                        however, that your plan
of distribution is not consistent with Nasdaq's rules for direct
                                                        listings. Please ensure
your disclosure throughout the registration statement, including the
                                                        cover page, Risk
Factors, and Plan of Distribution sections, is consistent with Nasdaq
                                                        rules for direct
listings and clearly explains Nasdaq's current rules with respect to direct
                                                        listings.
       Cover page

   2.                                                   Please revise your
cover page and risk factors to clearly state that the listing of your
                                                        common stock on the
Nasdaq Capital Market without underwriters is a novel method for
                                                        commencing public
trading in shares of your common stock and, consequently, the
                                                        trading volume and
price of shares of your common stock may be more volatile than if
 Shaun Passley
FirstName
ZenaTech, LastNameShaun Passley
           Inc.
Comapany
March      NameZenaTech, Inc.
       1, 2024
March2 1, 2024 Page 2
Page
FirstName LastName
         shares of your common stock were initially listed in connection with
an underwritten
         initial public offering.
3.       It appears that over 61% of the outstanding common stock is
beneficially owned by Shaun
         Passley, Chief Executive Officer. Please disclose on the cover page
that you will be
         deemed a    controlled company    under the Nasdaq rules. Include a
risk factor that
         discusses the effect, risks, and uncertainties of being designated a
controlled company.
4.       You state that the company has a proposed listing application pending
with the Canadian
         Securities Exchange as part of a dual listing. Revise to state clearly
whether the approval
         of the listing application on the Canadian Securities Exchange is a
condition of this direct
         offering.
Risk Factors, page 12

5.       Please add a risk factor that discusses the company's ability to issue
an unlimited number
         of common shares.
The trading price of our common stock, upon listing on the Nasdaq Capital
Market, may have
little or no relationship to..., page 14

6.       We note your reference here and on page 116 to the section titled
Sale Price History of
         our Capital Stock.    However, you do not appear to have provided such
disclosure. Please
         disclose whether your common stock has a history of private
transactions. Explain
         whether the private transactions were included as part the independent
         common stock valuation report that you reference.
Plan of Distribution, page 115

7.       Please identify the financial advisors that you have engaged "with
respect to certain other
         matters relating to the listing of our common stock on the Nasdaq.
We note that Nasdaq
         listing requirements require at least three registered and active
market makers. Disclose
         the activities that the financial advisors have engaged in and will
conduct in connection
         with the listing of the common stock on Nasdaq. Revise to disclose
whether the company,
         the financial advisors, the Registered Stockholders, and any
affiliated persons, each intend
         to rely on, and will conduct their activities in connection with
anti-manipulation
         provisions of the federal securities laws, including Regulation M, and
in accordance with
         the representations/terms set forth in the Spotify Technology S.A.
No-Action Letter under
         Regulation M (March 23, 2018).
8.       Disclose whether the company intends to host an investor day or engage
in other investor
         education meetings.
Report of Independent Registered Public Accounting Firm, page 119

9.       Your response to prior comment 14 states that you have included the
signed consents in
         respect of the audit reports for 2022 and 2021 as exhibits. However,
page 179 does not
 Shaun Passley
FirstName
ZenaTech, LastNameShaun Passley
           Inc.
Comapany
March      NameZenaTech, Inc.
       1, 2024
March3 1, 2024 Page 3
Page
FirstName LastName
         include any consent for your audit report as part of your exhibits
under Item 18.
         Additionally, page 150 includes a consent that refers to the review
report dated December
         15, 2023 for the period ending September 30, 2023, but there is no
review report included
         in the filing for your interim financial statements. Please file a
signed and currently dated
         consent of the audit report for your year-end financial statements as
an exhibit under Item
         18. Refer to Item 10.G of Part I of the Form 20-F. In addition, since
you have provided the
         consent that refers to the review report for the interim financial
statements, please include
         this review report.
Statements of Cash Flows, page 126

10.      Your response to prior comment 15 explains that    advance to
affiliate for future services
         has been moved from financing activity to investing activity as of
September 30, 2023.
         However, you do not include an analysis for your reclassification, and
we are reissuing the
         prior comment in part. Specifically, please provide us with an
analysis that supports your
         reclassification to investing activity under IAS 7. As part of the
analysis, please explain
         why these amounts are not considered operating and financing
activities under IAS 7. In
         addition, tell us why the reclassification is not reflected in the
earlier periods presented as
         required by Paragraph 42 of IAS 8. Revise to provide any applicable
disclosures required
         by Paragraph 49 of IAS 8.
2. Basis of Preparation
Statement of compliance, page 128

11.      Your response to prior comment 18 explains that the interim unaudited
consolidated
         financial statements have been authorized by the Company   s Board of
Directors on
         December 15, 2023, and you have revised your subsequent events
disclosure on page 176
         accordingly. However, you disclose on page 128 of the year-end notes
to the financial
         statements that interim consolidated financial statements have been
authorized by the
         Company   s Board of Director   s on October 25, 2023. Please revise
to remove this
         inconsistent statement and date or advise.
Revenue, page 133

12.      We have reviewed your response to prior comment 16. However, you do
not explain
         whether the software license is distinct under Paragraphs B53 through
B62 of IFRS 15
         and how you concluded the software revenue should be recognized over
time. Please
         clarify the statement in your response that    subscription and
maintenance revenue are
         based on a product as well as a period such as a month, a quarter, a
half-year and a year.
         In this regard, clarify whether subscription and maintenance
arrangements include a
         software license. Clarify whether the software license is also
recognized monthly,
         quarterly, or annually along with the subscription services. Tell us
whether your
         arrangements offer software-as-a-service that only provide access to
the software or
         whether the customer has the right to take possession of the software.
If the customer
         takes possession of the software, please tell us the contract terms
including how any fees
 Shaun Passley
ZenaTech, Inc.
March 1, 2024
Page 4
       are paid and whether those fees are refundable if paid upfront. Please
tell us whether the
       contracts can be terminated, and if so, whether there is a penalty
associated with the
       termination.
Item 8. Exhibits and Financial Statement Schedules, page 179

13.    Please file as exhibits the lease agreement for the manufacturing
facility in Sharjah, UAE,
       and your agreements with GG Mars Capital, Inc. and Star Financial
Corporation.
        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.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       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,
FirstName LastNameShaun Passley
                                                             Division of
Corporation Finance
Comapany NameZenaTech, Inc.
                                                             Office of
Technology
March 1, 2024 Page 4
cc:       Karim Lalani
FirstName LastName