September 3, 2024

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

       Re: ZenaTech, Inc.
           Amendment No. 8 to Registration Statement on Form F-1
           Filed August 20, 2024
           File No. 333-276838
Dear Shaun Passley:

     We have reviewed your amended 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. Unless we
note otherwise,
any references to prior comments are to comments in our August 8, 2024 letter.

Amendment No. 8 to Registration Statement on Form F-1
Consolidated Statements of Financial Position
For the Six Months Ended June 30, 2024 and June 30, 2023, page 142

1.     The line item for    Fixed assets, net    is presented outside of
current and long-term assets.
       Please classify as one or the other and reference any revisions in your
response. Refer to
       IAS 1.
Note 11. Share Capital
Warrants Outstanding, page 165

2.     We have reviewed your response to prior comment 8. The comment remains
outstanding,
       and we are reissuing the comment. You disclose that on July 1, 2024, you
effected a 1 to 6
       reverse stock split of your common shares, and this resulted in warrants
exercisable to
       purchase one share of common stock of the Company at $12 CAD, which is
equal to
 September 3, 2024
Page 2

       $8.77 USD using a conversion rate of $1 USD to $1.368 as of the balance
sheet date.
       However, this does not recalculate based on your previously reported
amounts in
       Amendment No. 7 to the Registration Statement on Form F-1. You
previously reported a
       warrant to purchase one share of the Company   s common stock at a share
price of $2.00
       USD or $2.71 CAD, which does not appear to recalculate to $12 CAD or
$8.77 USD.
       This comment also applies to the disclosure for Warrants Outstanding on
page 200 and
       disclosures for Propal Investments LLC Loan on other pages of your
filing. Please revise
       or advise. In addition, reference any revisions in your response.
21. Subsequent Events, page 176

3.     We have reviewed your response to prior comment 2. In addition, you
disclose the
       following, which does not appear to be consistent with each other.
Please revise or advise
       and reference any revisions in your response:
           The Company had 17,080,221 shares of common stock on a post reverse
stock split
           basis, including 63,722 shares issuable upon exercise of outstanding
warrants as of
           June 30, 2024.
           This prospectus relates to the registration of the resale of up
17,372,050 shares of our
           common stock on a post-reverse split basis, including 355,551 shares
issuable upon
           exercise of outstanding warrants.
4.     We have reviewed your response to prior comment 2. Your Consolidated
Income
       Statements of Comprehensive Loss discloses common shares outstanding of
17,016,499
       as of June 30, 2024 and 16,843,182 as of December 31, 2023. However,
pages 176, 186,
       and 207 do not quantify these amounts consistently in the following
disclosures. Please
       revise or advise and reference any revisions in your response:
           The Company had 17,080,221 shares of common stock on a post reverse
stock split
           basis, including 63,722 shares issuable upon exercise of outstanding
warrants as of
           June 30, 2024.
           The Company has 16,843,182 shares of common stock on a post reverse
stock split
           basis as of December 31, 2023, including 63,722 shares issuable upon
exercise of
           outstanding warrants.
Convertible Debt Table, page 199

5.     Your response to prior comment 11 states that you have amended to
correct for an
       inadvertent error. However, you disclose the number of shares debt can
convert to be
       700,988. This does not recalculate based on your previously reported
amount of 2,388,982
       in the table on page 193 of Amendment No. 7 to the Registration
Statement on Form F-1.
       Please revise or advise and reconcile those changes to the amounts
previously reported in
       your response.
Notes
For the Years Ended December 31, 2023, and 2022
Note 11. Share Capital
Outstanding, page 199

6.     Your response to prior comment 7 explains that you have revised your
disclosure to state
       the low sales price was $1.44. However, the comment remains outstanding,
and we are
 September 3, 2024
Page 3

       reissuing the comment. You disclose a share price of $1.44 for shares
issued and
       outstanding on January 1, 2022, here and in other parts of the filing.
However, on page 2,
       you disclose that based on information available to you, the low and
high sales price per
       share of common stock for such private transactions during the period
from January 1,
       2022 through July 25, 2024 was $1.71 and $10.28, respectively, on a
post-reverse split
       basis. Please revise or advise as the price of $1.44 does not appear to
fall within the range
       of $1.71 and $10.28. In addition, reference any revisions in your
response.
12. Stock Compensation, page 200

7.     We have reviewed your response to prior comment 1. You disclose that
during January
       2022, you issued 185,000 common shares of the Company to your officers
and board of
       directors at a price of $1.44 per share. Additionally, you disclose that
   Based on
       information available to us, the low and high sales price per share of
common stock for
       such private transactions during the period from January 1, 2022 through
July 25, 2024
       was $1.71 and $10.28, respectively, on a post-reverse split basis   .
Please tell us why the
       price you have used to calculate the stock-based compensation fall below
the low sales
       prices from January 1, 2022 through July 25, 2024. Reference any
revisions in your
       response.
       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