UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 10-K





|(Mark one)
|----------
|          
|x         

For the fiscal year ended May 31,
2018

OR

| 
|-
| 
|o

For the transition period from _________________to

|                                  | 
|--------------------------------- | 
|Commission File Number: 000-54739 | 
|                                  | 
|                                  | 

AMERITEK VENTURES

(Exact name of registrant as specified
in its charter)

_________________

|Nevada                       |                                   | 82-2380777       |                    
|---------------------------- | --------------------------------- | ---------------- | -------------------
|(State or Other Jurisdiction |                                   | (I.R.S. Employer |                    
|                             | of Incorporation or Organization) |                  | Identification No.)
|                             |                                   |                  |                    



|1980 Festival Plaza Drive, Suite 530, Las Vegas, NV |  | 89135      | 
|--------------------------------------------------- |  | ---------- | 
|(Address of principal executive offices)            |  | (Zip Code)
|                                                    |  |            | 

877-571-1776(Registrant’s telephone number, including area code)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YesoNoþ



Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Act.

YesoNoþ



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days. YesþNoo



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YesoNoþ



Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.þ







Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See
the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,”
and “emerging growth company” in Rule 12b-2 of the Exchange Act.



|Large accelerated filero                                                               | Accelerated filer      | o                         |  
|-------------------------------------------------------------------------------------- | ---------------------- | ------------------------- | -
|                                                                                       | Non-accelerated filero | Smaller Reporting Company | þ
|(Do not check if a smaller reporting company)
        Emerging
        growth companyo |                        |                           |  
|                                                                                       |                        |                           |  

If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YesoNoþ



The aggregate market value of the Company's common shares
of voting stock held by non-affiliates of the Company at November 30, 2017, based on the closing sales price of the common shares
of $3.40 per-share price as quoted on the Pink Sheets, was $22,368,777.



There were 34,214,145 shares of Common
Stock issued and outstanding as of October 10, 2018.













Table of Contents



|PART I                                                                                                          |                       
|--------------------------------------------------------------------------------------------------------------- | ----------------------
|TITLE                                                                                                           | Page
        Number   
|                                                                                                                |                       
|ITEM 1.  BUSINESS                                                                                               | 4                     
|                                                                                                                |                       
|ITEM1A. RISK FACTORS                                                                                            | 6                     
|ITEM1B. UNRESOLVED STAFF COMMENTS
        
        ITEM 2. PROPERTIES                                           | 15
        
        15
|ITEM 3. LEGAL PROCEEDINGS                                                                                       | 15                    
|ITEM 4. MINE SAFETY DISCLOSURES                                                                                 | 15                    
|                                                                                                                |                       
|PART II                                                                                                         |                       
|ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
        MATTERS                                        | 16                    
|                                                                                                                |                       
|ITEM 6. SELECTED FINANCIAL DATA                                                                                 | 17                    
|ITEM
        7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS           | 17                    
|                                                                                                                |                       
|ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                             | 19                    
|                                                                                                                |                       
|ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                                             | 20                    
|ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
        ACCOUNTING AND FINANCIAL DISCLOSURE            | 21                    
|ITEM 9A. CONTROLS AND PROCEDURES
        
        ITEM 9B. OTHER INFORMATION                                    | 21
        
        23
|                                                                                                                |                       
|PART III                                                                                                        |                       
|ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE                                                 | 24                    
|ITEM 11. EXECUTIVE COMPENSATION                                                                                 | 28                    
|ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
        AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS | 29                    
|ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND
        DIRECTOR INDEPENDENCE                       | 31                    
|ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES                                                                 | 31                    
|                                                                                                                |                       
|PART IV                                                                                                         |                       
|ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES                                                                |                       
|                                                                                                                | 32                    
|SIGNATURES                                                                                                      | 34                    



2

















FORWARD-LOOKING STATEMENTS



This Annual Report on Form 10-K contains
forward-looking statements. When used in this Annual Report on Form 10-K, the words "may," "could," "estimate,"
"intend," "continue," "believe," "expect" or "anticipate" and similar expressions
identify forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in any forward-looking
statements are reasonable, these plans, intentions, or expectations may not be achieved. Our actual results, performance, or achievements
could differ materially from those contemplated, expressed, or implied, by the forward-looking statements contained in this Annual
Report on Form 10-K. Important factors that could cause actual results to differ materially from our forward-looking statements
are set forth in this Annual Report on Form 10-K. Accordingly, readers are cautioned not to place undue reliance on forward-looking
statements, which speak only as of the dates on which they are made. All forward-looking statements attributable to us or persons
acting on our behalf are expressly qualified in their entirety by the cautionary statements set forth in this Annual Report on
Form 10-K. Except as required by federal securities laws, we are under no obligation to update any forward-looking statement, whether
as a result of new information, future events, or otherwise.



Although we believe that the expectations
reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected
or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include,
but are not limited to:



·inability to raise additional financing for working capital;

·inability to identify new customers;

·deterioration in general or regional economic, market and political
conditions;

·the fact that our accounting policies and methods are fundamental
to how we report our financial condition and results of operations, and they may require management to make estimates about matters
that are inherently uncertain;

·changes in accounting principles generally accepted in the United
States of America (“U.S. GAAP”) or in the legal, regulatory and legislative environments in the markets in which we
operate;

·inability to efficiently manage our operations;

·inability to achieve future operating results;

·our ability to recruit and hire key employees;

·the inability of management to effectively implement our strategies
and business plans; and

·the other risks and uncertainties detailed in this report.



In this form 10-K references to "Ameritek
Ventures", "the Company", "we," "us," and "our" refer to Ameritek Ventures.



AVAILABLE INFORMATION



We file annual, quarterly and special
reports and other information with the SEC. You can read these SEC filings and reports over the Internet at the SEC's website at
www.sec.gov. You can also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the
SEC at 100 F Street, NE, Washington, DC 20549 on official business days between the hours of 10:00 am and 3:00 pm. Please call
the SEC at (800) SEC-0330 for further information on the operations of the public reference facilities. We will provide a copy
of our annual report to security holders, including audited financial statements, at no charge upon receipt of a written request
to us at Ameritek Ventures, 1980 Festival Plaza Drive, Suite 530, Las Vegas, Nevada 89135.



3







PART I



Item 1. Business



History and Organization



We were incorporated on December 27, 2010 as
ATVROCKN, a Nevada corporation. On June 20, 2017, our corporate name was changed to Ameritek Ventures. We consider ourselves to
be a smaller reporting company under applicable federal securities laws and will be subject to reduced public company reporting
requirements. (See “Implications of Being an ‘Emerging Growth Company’ ” below in this Section. Under our
original business plan, it was our intention tomarket a "housingmolding"
product to place audio equipment and lighting on 4-wheel drive vehicles such asAll Terrain Vehicles (“ATV”)
and Utility Terrain Vehicles (“UTV”). We did not manufacture any units as we utilized the services of a contract manufacturer
to make the unit for us. We had no material agreement with our contract manufacturer other than we paid them to produce product
for us based on our needs. As we were undercapitalized, we were unable to produce the required housing molding(s) we believe would
best sell in the ATV/UTV aftermarket.



In August 2017, the Company completed its move
into a new production and design facility in Roanoke, Virginia. On August 30, 2017, the Company acquired fiber optic assets from
its largest shareholder and director. In this facility the Company will be finalizing design work for its first 5 million km/year
VAD/OVD (Vapor Axial Deposition/Outside Vapor Deposition) optical fiber preform production line, slated for assembly, testing and
production in 2019. This process makes optical fiber preforms that are the mainstay for fiber optic cable that is used in the telecommunications
industry to transmit large amounts of data to and from communication towers for the internet, cable television and telephone industries.
This new VAD/OVD production line represents the first phase of a planned 20 million km/year preform manufacturing facility. Ameritek
Ventures’ brand-new design and technology hub will help execute the Company's sustained growth and emergence strategy as
a provider of high-quality optical fiber preforms for the rapidly expanding Fiber Optic Cable worldwide market that in the past
has been dominated by firms like Corning Incorporated, Shin-Etsu Chemical Co. Ltd., Prysmian SpA, Jiangsu Fasten Co. Ltd and Fujikura
Ltd.



Implications of Being an “Smaller
Reporting Company”



Certain reduced reporting requirements
and exemptions are available to us due to the fact that we qualify as a “smaller reporting company” under SEC rules.
For instance, smaller reporting companies are not required to obtain an auditor attestation report regarding management’s
assessment of internal control over financial reporting; are not required to provide a compensation discussion and analysis; are
not required to a pay-for-performance graph or CEO pay ratio disclosure; and may present only two years of audited financial statements
and related MD&A disclosure.



Investors should be aware that we will
be subject to the "Penny Stock" rules adopted by the Securities and Exchange Commission, which regulate broker-dealer
practices in connection with transactions in Penny Stocks. These regulations may have the effect of reducing the level of trading
activity, if any, in the secondary market for our stock, and investors in our common stock may find it difficult to sell their
shares.



4







Business of Issuer



In August 2017, the Company completed its move
into a new production and design facility in Roanoke, Virginia. In this facility the Company will be finalizing design work for
its first 5 million km/year VAD/OVD (Vapor Axial Deposition/Outside Vapor Deposition) optical fiber preform production line, slated
for assembly, testing and production in 2019. This process makes optical fiber preforms that are the mainstay for fiber optic cable
that is used in the telecommunications industry to transmit large amounts of data to and from communication towers for the Internet,
cable television and telephone industries. This new VAD/OVD production line represents the first phase of a planned 20 million
km/year preform manufacturing facility. Ameritek Ventures’ brand-new design and technology hub will help execute the Company's
sustained growth and emergence strategy as a provider of high-quality optical fiber preforms for the rapidly expanding Fiber Optic
Cable worldwide market that in the past has been dominated by firms like Corning Incorporated, Shin-Etsu Chemical Co. Ltd., Prysmian
SpA, Jiangsu Fasten Co. Ltd and Fujikura Ltd.



Market Size



The current market value of the optical
fiber industry is $3 billion US dollars and is projected to grow to over $5 billion US dollars by 2021. An increase of almost 10,000
tons of perform is projected in the next five years, which is equivalent to more than 300 million kilometers per year of performs.



Competition



We will be involved in intense competition
with other business entities, many of which will have a competitive edge over us by virtue of their more substantial financial
resources and prior experience in business. Some examples include firms like Corning Incorporated, Shin-Etsu Chemical Co. Ltd.,
Prysmian SpA, Jiangsu Fasten Co. Ltd and Fujikura Ltd. We also face numerous other smaller companies at the same stage of development
as we are.



Patents, Trademarks Licenses and
Other Intellectual Property



On August 30, 2017, the Company acquired fiber
optic assets, in the form of intellectual property from its largest shareholder and director. These assets consist of proven designs
that in the future may be used to fabricate and assemble machines incorporating knowledge from the manufacture of completed equipment
for a new PCVD (Plasma Chemical Vapor Deposition) technology that is used in the manufacturing of specialty optical fiber preforms,
which is the basis for specialized optical fiber production to satisfy a variety of fiber optic cable applications. Prior to building
any PCVD machines, the Company will be using this intellectual property in finalizing design work for its first 5 million km/year
VAD/OVD (Vapor Axial Deposition/Outside Vapor Deposition) optical fiber preform production line, slated for assembly, testing and
production in 2019. This process makes optical fiber preforms that are the mainstay for fiber optic cable that is used in the telecommunications
industry to transmit large amounts of data to and from communication towers for the Internet, cable television and telephone industries.
This new VAD/OVD production line represents the first phase of a planned 20 million km/year preform manufacturing facility. Ameritek
Ventures’ brand-new design and technology hub will help execute the Company's sustained growth and emergence strategy as
a provider of high-quality optical fiber preforms for the rapidly expanding Fiber Optic Cable worldwide market.





5







Employees



Ameritek
Ventures currently has five employees, its Project Manager, Controller, Head of Technology, and its two officers. Ameritek
Ventures plans to utilize independent contractors on a part-time/as needed basis to assist in its development activities,
marketing, and financial and accounting support.



Need for Government Approval



With the exception of a business license, we
are not required to apply for or have any government approval for our services.



In the future we may be subject to additional
laws, regulations, policies, approvals and the like of federal, state, local, municipal, and other bodies.



Item 1A. Risk Factors





RISK FACTORS RELATING TO OUR FINANCIAL
CONDITION



1. WE HAVE NO OPERATING HISTORY AND
LIMITED HISTORICAL FINANCIAL INFORMATION UPON WHICH YOU MAY EVALUATE OUR PERFORMANCE.



We have no operating history and we
are subject to all risks inherent in a developing business enterprise. Our likelihood of success must be considered in light of
the problems, expenses, difficulties, complications, and delays frequently encountered developing a business enterprise and the
competitive environment in which we operate. You should consider, among other factors, our prospects for success in light of the
risks and uncertainties encountered by companies that, like us, are in their early stages of research and business development.
We may not be able to successfully address these risks and uncertainties or successfully implement our operating and acquisition
strategies. If we fail to do so, it could materially harm our business to the point of having to cease operations and could impair
the value of our preferred and common stock to the point that the investors may lose their entire investment. Even if we accomplish
these objectives, we may not be able to generate positive cash flows or profits that we anticipate in the future.





2. Our
auditors have made reference to the substantial doubt as to our ability to continue as a going concern, THERE IS NO ASSURANCE
THAT WE WILL BE ABLE TO CONTINUE AS A GOING CONCERN.



Our financial statements included with
this Annual Report for the year ended May 31, 2018 have been prepared assuming that we will continue as a going concern. Our auditors
have made reference to the substantial doubt as to our ability to continue as a going concern in their audit report on our audited
financial statements for the year ended May 31, 2018. Because the Company has been issued an opinion by our auditors that substantial
doubt exists as to whether the Company can continue as a going concern, it may be more difficult for the Company to attract investors.
Since our auditors have raised a substantial doubt about our ability to continue as a going concern, this typically results greater
difficulty to obtain loans than businesses that do not have a qualified auditors opinion. Additionally, any loans we might obtain
may be on less advantageous terms. Our future is dependent upon our ability to obtain financing and upon future profitable operations
from our business. We plan to seek additional funds through private placements of our





6







preferred and common stock. You may
be investing in a company that will not have the funds necessary to continue to deploy its business strategies. If we are not able
to achieve sufficient revenues or find financing to cover our expenses, then we likely will be forced to cease operations and investors
will likely lose their entire investment.





3. WE MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT
ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE.



Our ability to continue to operate as
a going concern is fully dependent upon the Company obtaining sufficient financing to continue its development and operational
activities. The ability to achieve profitable operations is in direct correlation to our ability to generate revenues or raise
sufficient financing. It is important to note that even if the appropriate financing is received, there is no guarantee that we
will ever be able to operate profitably or derive any significant revenues from its operation. If we are unable to obtain additional
funding, we may be forced to cease operations.





COMPANY RISK FACTORS



4.
We are in a highly competitive market WITH a small number of business opportunities. there is a risk that we would be an insignificant
participant among other companies with larger financial resources.



The Company is and will continue to
be an insignificant participant in the business of seeking mergers with, joint ventures with and acquisitions of small private
and public entities. A large number of established and well-financed entities, including venture capital firms, are active in mergers
and acquisitions of companies that may be desirable target candidates for us.



Nearly all these entities have significantly
greater financial resources, technical expertise and managerial capabilities than we do and, consequently, we will be at a competitive
disadvantage in identifying possible business opportunities and successfully completing a business combination. Moreover, we will
also compete in seeking merger or acquisition candidates with numerous other small public companies





5.
We will depend on third-party delivery services to deliver our product to our future customers on a timely and consistent basis,
and any deterioration in our relationship with any one of these third parties or increases in the fees that they charge could harm
our reputation and adversely affect our business and financial condition.



We will rely on third parties for the shipment
of our product and we cannot be sure that these relationships will continue on terms favorable to us, or at all. Shipping costs
have increased from time-to-time, and may continue to increase, which could harm our business, prospects, financial condition and
results of operations by increasing our costs of doing business and resulting in reduced gross margins. In addition, if our relationships
with these third parties are terminated or impaired, or if these third parties are unable to deliver products for us, whether due
to labor shortage, slow down or stoppage, deteriorating financial or business condition, responses to terrorist attacks or for
any other reason, we would be required to use alternative carriers for the shipment of products to our customers. Changing carriers
could have a negative effect on our business and operating results due to reduced visibility of order status and package tracking
and delays in order processing and product delivery, and we may be unable to engage alternative carriers on a timely basis, upon
terms favorable to us, or at all.



7











6. THERE MAY BE A POSSIBLE INABILITY
TO FIND SUITABLE EMPLOYEES.



In order to implement our business plan,
management recognizes that additional staff will be required. No assurances can be given that we will be able to find suitable
employees that can support our needs or that these employees can be hired on favorable terms. We do not plan to hire any additional
employees until our cash flows can justify the expense.





7.
We face intense competition and operate in an industry with SIGNIFICANT barriers to entry, and most all of our competitors may
have greater resources than us.



Our industry is competitive, with products
distributed through multi-tiered and overlapping channels. Barriers to entry are significant, and current and new competitors can
offer a similar product that we offer at a relatively low cost. Many of our current and potential competitors have longer operating
histories, larger customer bases, greater brand recognition and significantly greater financial, marketing, technical, management
and other resources than we do. In addition, some of our competitors have used and may continue to use aggressive pricing tactics
and devote substantially more financial resources to website and system development than we do. Increased competition may result
in reduced sales, lower operating margins, reduced profitability, loss of market share and diminished brand recognition. Increased
competition from any supplier capable of maintaining high sales volumes and acquiring products at lower prices than us could significantly
reduce our market share and adversely impact our financial results.





8. FINANCIAL DIFFICULTIES OR BANKRUPTCY
OF ONE OR MORE OF OUR MAJOR CLIENTS COULD ADVERSELY AFFECT OUR RESULTS.



Future revenues and our ability to collect
accounts receivable depend, in part, on the financial strength of clients. We initially plan to market our product to the major
distributors in the U.S. In the event these distributors experience financial difficulty, and particularly if bankruptcy results,
profitability is further impacted by our failure to collect accounts receivable in excess of the estimated allowance. Additionally,
our future revenues would be reduced by the loss of these distributors.





9. NATURAL DISASTERS OR ACTS OF TERRORISM
COULD DISRUPT SERVICES.



Storms, earthquakes, drought, floods
or other natural disasters or acts of terrorism may result in reduced revenues or property damage. Disasters may also cause economic
dislocations throughout the country. In addition, natural disasters or acts of terrorism may increase the volatility of financial
results, either due to increased costs caused by the disaster with partial or no corresponding compensation from clients.



Other issues and uncertainties may include:



- New accounting pronouncements
or changes in accounting policies;



- Labor shortages that
adversely affect our ability to employ entry level personnel;





8









- Legislation or other
governmental action that detrimentally impacts expenses or reduces revenues by adversely affecting our clients; and



- The resignation, termination,
death or disability of one or more key executives that adversely affects client retention or day-to-day management.





10.
If we fail to offer a broad selection of products at competitive prices to meet our customers’ demands, our revenue could
decline.



In order to expand our business, we must successfully
offer, products that meet the needs of our future customers. Currently, we have only developed one product that we are offering
for sale. Management believes to be successful any new product offerings must be broad and deep in scope, competitively priced,
well-made, innovative and attractive to a wide range of consumers. We cannot predict with certainty that we will be successful
in offering products that meet all of these requirements. If our product offerings fail to satisfy our customers’ requirements
or respond to changes in customer preferences, this would have an adverse effect on any future results for our Company.





11. OUR LARGEST SHAREHOLDER OWNS APPROXIMATELY
58% OF THE CONTROLLING INTEREST IN OUR VOTING STOCK AND INVESTORS WILL NOT HAVE ANY VOICE IN OUR MANAGEMENT, WHICH COULD RESULT
IN DECISIONS ADVERSE TO OUR GENERAL SHAREHOLDERS.



Our largest shareholder, Clinton L. Stokes,
beneficially has the right to vote approximately 58% of our outstanding common stock. As a result, this shareholder will have the
ability to control substantially all matters submitted to our stockholders for approval including:



| | a. | election of our board of directors;
| | -- | -----------------------------------



| | b. | removal of any of our directors;
| | -- | --------------------------------



| | c. | amendment of our Articles of Incorporation or bylaws; and
| | -- | ---------------------------------------------------------



| | d. | adoption of measures that could delay or prevent a change in control or impede a merger, takeover
or other business combination involving us.
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------



As a result of his ownership and position as
officer/director in the Company, Clinton L. Stokes has the ability to influence all matters requiring shareholder approval, including
the election of directors and approval of significant corporate transactions. In addition, the future prospect of sales of significant
amounts of shares held by our director and executive officer could affect the market price of our common stock if the marketplace
does not orderly adjust to the increase in shares in the market and the value of your investment in the company may decrease. Management's
stock ownership may discourage a potential acquirer from making a tender offer or otherwise attempting to obtain control of us,
which in turn could reduce our stock price or prevent our stockholders from realizing a premium over our stock price.





9









12. WE WILL INCUR INCREMENTAL COSTS
AS A RESULT OF OPERATING AS A PUBLIC COMPANY.



Since we are a full reporting
company with the U. S. Securities and Exchange Commission, we will incur additional legal, accounting and other expenses. Moreover,
the Sarbanes-Oxley Act of 2002 (the "Sarbanes-Oxley Act"), as well as new rules subsequently implemented by the SEC,
have imposed various new requirements on public companies, including requiring changes in corporate governance practices. Moreover,
these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming
and costly. We project that the total incremental operating expenses of being a public company will be approximately $100,000 for
2019. The incremental costs are estimates, and actual incremental expenses could be materially different from these estimates.
Unless we can generate sufficient revenues and profits, we may not be able to absorb the costs
of being apublic company.





13. As a result
of operating as a public company our management will be required to devote substantial time to new compliance initiatives.



As a public company, we will incur significant
legal, accounting and other expenses that we would not incur as a private company. The Sarbanes-Oxley Act of 2002, the Dodd-Frank
Act of 2010, and rules subsequently implemented and yet to be implemented by the U. S. Securities and Exchange Commission have
imposed and will impose various new requirements on public companies. Our management and other personnel will need to devote a
substantial amount of time to these new compliance initiatives. For example, we expect these new rules and regulations to make
it more difficult and more expensive for us to obtain director and officer liability insurance, and we may be required to incur
substantial costs to maintain the same or similar coverage.



In addition, the Sarbanes-Oxley Act
requires, among other things, that we maintain effective internal control over financial reporting and disclosure controls and
procedures. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting
to allow management, as required by Section 404 of the Sarbanes-Oxley Act. Compliance will require us to increase our general and
administrative expense in order to pay added compliance personnel, outside legal counsel and consultants to assist us in, among
other things, external reporting, instituting and monitoring a more comprehensive compliance function and board governance function,
establishing and maintaining internal controls over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act,
and preparing and distributing periodic public reports in compliance with our obligations under the U.S. federal securities laws.
We currently do not have an internal audit group, and we will evaluate the need to hire additional accounting and financial staff
with appropriate public company experience and technical accounting knowledge. Moreover, if we are not able to comply with the
requirements of Section 404 in a timely manner, the market price of our stock could decline.





14. WE DO NOT HAVE INSURANCE AND,
THEREFORE, LIABILITY WE INCUR COULD HAVE SUBSTANTIAL IMPACT ON OUR ABILITY TO CONTINUE AS A GOING CONCERN.



We have limited capital and, therefore,
we do not currently have a policy of insurance against liabilities arising out of the negligence of our officer and director and/or
arising from deficiencies in any of our business operations. Even assuming we obtained insurance, there is no assurance that such
insurance coverage would be adequate to satisfy any potential claims made against us, our officers and directors, or



10









our business operations or assets. Any
such liability which might arise could be substantial and would likely exceed our total assets. However, our Articles of Incorporation
and Bylaws provide for indemnification of officers and directors to the fullest extent permitted under Nevada law. Insofar as indemnification
for liabilities arising under the Securities Act of 1933 may be permitted to directors, officer and controlling persons, it is
the opinion of the U. S. Securities and Exchange Commission that such indemnification is against public policy, as expressed in
the Act, and is therefore, unenforceable.





15. WE ARE CURRENTLY REPORTING AS
A NON-SHELL REGISTRANT AS DEFINED IN RULE 12B-2 OF THE SECURITIES AND EXCHANGE ACT DESPITE HAVING LIMITED REVENUE SINCE INCEPTION.



The Company received a favorable legal
opinion supporting our position as a non-shell company from outside legal counsel and continue to believe we qualify as a non-shell
company as defined through the Jumpstart our Business Startup Act of 2012. However, since we have generated limited revenue since
inception and no revenue since the fiscal year ending May 31, 2012, the Securities and Exchange Commission may challenge our non-shell
status at some point in the future. We can provide no assurance as to a favorable outcome upon a regulatory review or the potential
impact on certain shareholders’ ability to freely trade their common stock and the effect it may have on our stock price.





RISK FACTORS RELATING TO OUR PREFERRED AND COMMON STOCK.



16. OUR PREFERRED STOCK DOES NOT
PAY ANY DIVIDENDS AND CAN BE CONSIDERED ILLIQUID.



We have one Series of Preferred Shares
issued and outstanding as of May 31, 2018. Our registered preferred stock, par value $0.001, shall not be entitled to receive any
dividends, shall not have any liquidation rights and shall not be entitled to (a) any voting rights or (b) notice of any meeting
of the shareholders of the corporation. The registered preferred stock can be converted at the ratio of one hundred (100) shares
of Common Stock for every one (1) share of the registered preferred stock converted; however, the conversion is limited whereby
the beneficial owner cannot beneficially own in excess of 4.9% of the shares of the Common Stock outstanding immediately after
giving effect to such conversion or exercise.



Management has no intention to
apply to have any Series of the Company’s preferred stock listedor quoted on any exchange or inter-dealer quotation
system. This will make ownership of our preferred shares very illiquid.





17.
We have authorized andunissued shares Series A,
B and C Preferred stockthat may be issued in the future, which would dilute your ownership in the Company.



We have 5,000,000 preferred shares authorized
for each of our Series A, B and C preferred stock. We currently have 52,927 shares of the registered Series A preferred stock issued
and outstanding; no Series B preferred stock issued and outstanding and no Series C stock issued and outstanding. The Series C
stock is undesignated at this time. Therefore, if each Series has 5,000,000 authorized, this gives the Board of Directors a great
deal of discretion, in the future, to issue more shares in each Series, without shareholder approval. The issuance of more shares
of any Series would dilute your ownership in the Company, which would mean your percent of ownership in the Company would decrease.



11









18. WE HAVE WARRANTS AND CONVERTIBLE
DEBT THAT MAY BE CONVERTED INTO SHARES ISSUED IN THE FUTURE, WHICH WOULD DILUTE YOUR OWNERSHIP IN THE COMPANY.



On July 31, 2017, the Company entered
into a convertible note agreement in which at any time while there is an outstanding balance, the note may be converted at a conversion
price for the principal and interest in connection with voluntary conversions by the holder shall be 75% multiplied by the market
price, representing a discount rate of 25%. The note also provides for warrants of up to 208,000 shares of common stock which may
be exercised any time from the issuance date of July 31, 2017 (initial exercise date) until July 31, 2022 (termination date).



On August 25, 2017, the Company entered
into a convertible note agreement in which at any time while there is an outstanding balance, the note may be converted at a conversion
price for the principal and interest in connection with voluntary conversions by the holder shall be 75% multiplied by the market
price, representing a discount rate of 25%. The note also provides for warrants of up to 204,800 shares of common stock which may
be exercised any time from the issuance date of August 25, 2017 (initial exercise date) until August 25, 2022 (termination date).



On March 12, 2018, the Company entered
into a convertible note agreement in which at any time during the period beginning on the date which is one hundred eighty (180)
days following the date of the note and ending on the later of: (i) the maturity Date and (ii) the date of the payment of the default
amount, each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding
and unpaid principal amount of the note into fully paid and non-assessable shares of common stock. The conversion price shall be
61% multiplied by the market price, representing a 39% discount rate. The Company is required at all times to have authorized and
reserved eight times the number of shares that would be issuable upon full conversion of the note in effect from time to time,
initially 2,214,458 shares of common stock.



On April 27, 2018, the Company entered
into a convertible note agreement in which at any time during the period beginning on the date which is one hundred eighty (180)
days following the date of the note and ending on the later of: (i) the maturity Date and (ii) the date of the payment of the default
amount, each in respect of the remaining outstanding principal amount of the note to convert all or any part of the outstanding
and unpaid principal amount of the note into fully paid and non-assessable shares of common stock. The conversion price shall be
61% multiplied by the market price, representing a 39% discount rate. The Company is required at all times to have authorized and
reserved eight times the number of shares that would be issuable upon full conversion of the note in effect from time to time,
initially 1,350,820 shares of common stock.



On May 10, 2018 the Company entered
into a convertible note agreement in which the holder of the note is entitled, at its option, at any time after 6 months and full
cash payment, to convert all or any amount of the principal face amount of the note then outstanding into shares of the Company’s
common stock. The conversion price shall be 57% multiplied by the market price, representing a 43% discount rate. The Company is
required to reserve 1,536,000 shares of common stock.





12











19. WE HAVE NEVER DECLARED DIVIDENDS
ON OUR COMMON STOCK AND DO NOT PLAN TO DO SO IN THE FORESEEABLE FUTURE.



We intend to retain any future earnings
to finance the operation and expansion of its business and do not anticipate paying any cash dividends in the foreseeable future.
As a result, stockholders will need to sell shares of common stock in order to realize a return on their investment, if any. You
should not rely on an investment in our Company if you require dividend income. The only possibility of any income to investors
would come from any rise in the market price of your stock, which is uncertain and unpredictable.



A holder of common stock will be entitled
to receive dividends only when, as, and if declared by the Board of Directors out of funds legally available therefore. We have
never issued dividends on our common stock. Our Board of Directors will determine future dividend policy based upon our results
of operations, financial condition, capital requirements, and other circumstances.





20. HOLDERS OF OUR PREFERRED AND
COMMON STOCK HAVE A RISK OF POTENTIAL DILUTION IF WE ISSUE ADDITIONAL SHARES OF PREFERRED AND/OR COMMON STOCK IN THE FUTURE.



Although our Board of Directors intends
to utilize its reasonable business judgment to fulfill its fiduciary obligations to our then existing stockholders in connection
with any future issuance of our common stock, the future issuance of additional shares of our preferred and common stock would
cause immediate, and potentially substantial, dilution to the net tangible book value of those shares of preferred and common stock
that are issued and outstanding immediately prior to such transaction. Any future decrease in the net tangible book value of our
issued and outstanding shares could have a material effect on the market value of the shares.





21. IF WE FAIL TO MAINTAIN AN EFFECTIVE
SYSTEM OF INTERNAL CONTROLS, WE MAY NOT BE ABLE TO ACCURATELY REPORT OUR FINANCIAL RESULTS OR PREVENT FRAUD AND AS A RESULT, INVESTORS
MAY BE MISLED AND LOSE CONFIDENCE IN OUR FINANCIAL REPORTING AND DISCLOSURES, AND THE PRICE OF OUR PREFERRED AND COMMON STOCK MAY
BE NEGATIVELY AFFECTED.



The Sarbanes-Oxley Act of 2002 requires
that we report annually on the effectiveness of our internal control over financial reporting. A "significant deficiency"
means a deficiency or a combination of deficiencies, in internal control over financial reporting that is less severe than a material
weakness yet important enough to merit attention by those responsible for oversight of the Company's financial reporting. A "material
weakness" is a deficiency or a combination of deficiencies in internal control over financial reporting, such that there is
a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected
on a timely basis.



As of May 31, 2018 management assessed
the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial
reporting. The matters involving internal controls and procedures that our management considered to be material weaknesses under
the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of
a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective
oversight in the establishment and monitoring of required internal controls and procedures; and (2) inadequate segregation of duties
consistent with control objectives.



13









In addition, in connection with our
on-going assessment of the effectiveness of our internal control over financial reporting, we may discover "material weaknesses"
in our internal controls as defined in standards established by the Public Company Accounting Oversight Board, or the PCAOB. A
material weakness is a significant deficiency, or combination of significant deficiencies, that results in more than a remote likelihood
that a material misstatement of the annual or interim financial statements will not be prevented or detected.



Failure to provide effective internal
controls may cause investors to lose confidence in our financial reporting and may negatively affect the price of our preferred
and common stock. Moreover, effective internal controls are necessary to produce accurate, reliable financial reports and to prevent
fraud. If we have deficiencies in our internal controls over financial reporting, these deficiencies may negatively impact our
business and operations.





22. LOW-PRICED STOCKS MAY AFFECT
THE RESALE OF OUR SHARES.



Penny Stock Regulation Broker-dealer
practices in connection with transactions in "Penny Stocks" are regulated by certain penny stock rules adopted by the
Securities and Exchange Commission. Penny stocks generally are equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ system). The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document
that provides information about penny stocks and the risk associated with the penny stock market. The broker-dealer must also provide
the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson
in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.
In addition, the penny stock rules generally require that prior to a transaction in a penny stock; the broker-dealer must make
a written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement
to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary
market for a stock that is subject to the penny stock rules.





23. THE MARKET PRICE OF OUR COMMON
STOCK MAY BE HIGHLY VOLATILE, AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.



The trading price of our common stock
is likely to be volatile. This volatility may prevent you from being able to sell your shares at or above the price you paid for
your shares. Our stock price could be subject to wide fluctuations in response to a variety of factors, which include:



| | · | actual or anticipated fluctuations in
our quarterly or annual financial results;
| | - | --------------------------------------------------------------------------------

| | · | additional needs for financing;
| | - | -------------------------------

| | · | announcements by us or our competitors
of significant acquisitions, strategic partners, joint ventures or capital commitments;
| | - | ------------------------------------------------------------------------------------------------------------------------------

| | · | sales of our common stock or other securities
in the open market;
| | - | -----------------------------------------------------------------

| | · | additions or departures of key personnel;
| | - | -----------------------------------------

| | · | failure of any of our initiatives;
| | - | ----------------------------------

| | · | regulatory or political developments;
| | - | -------------------------------------

| | · | changes in accounting principles or methodologies;
| | - | --------------------------------------------------

| | · | litigation or governmental investigations;
| | - | ------------------------------------------



14



| | · | negative publicity about us in the media
and online;
| | - | ----------------------------------------------------

| | · | general financial market conditions or
events; and
| | - | --------------------------------------------------

| | · | other events or factors, many of which
are beyond our control.
| | - | --------------------------------------------------------------



Additionally, in recent years the stock
market in general, and the penny stock markets in particular, have experienced extreme price and volume fluctuations. In some cases,
these fluctuations are unrelated or disproportionate to the operating performance of the underlying company. These market and industry
factors may materially and adversely affect our stock price, regardless of our operating performance. In the past, class action
litigation often has been brought against companies following periods of volatility in the market price of those companies’
common stock. If we become involved in this type of litigation in the future, it could result in substantial costs and diversion
of management attention and resources, which could have a further negative effect on shareholders’ investments in our stock.





Item 1B. Unresolved Staff Comments.



None.





Item 2. Properties.



The Company's corporate headquarters
are located at: 1980 Festival Plaza Drive, Suite 530, Las Vegas, NV 89135. The Company does not own any real property. The administrative
office is being provided at no cost by an Officer of the Company. The Officer will not seek reimbursement for providing this administrative
space. On August 1, 2017, the Company began leasing warehouse space for its production facility in Roanoke, Virginia at a cost
of $2,812.50 per month. On July 31, 2018 the Company’s lease on the premises expired and the Company is now continuing the
lease on a month-to-month basis under the same rate and terms. The Company is required to give the Landlord 60 days’ notice
when it intends to vacate the premises.





Item 3. Legal Proceedings.



From time to time, we may become involved
in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent
uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.



We are not presently a party to any
material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.





Item 4. Mine Safety Disclosures.



Not Applicable.





15











PART II



Item 5. Market for Registrant's Common
Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.



(a) Market Information



Ameritek Ventures Common Stock, $0.001
par value, was cleared for quotation on the OTC-Bulletin Board on November 20, 2012, under the symbol: ATVK.



There have been a limited amount of
trades of the Company’s stock since it was listed on the OTC-BB, there are no assurances that a market will ever develop
for the Company's stock.



The following table sets forth the high
and low sales prices for our common stock, which has been listed on the OTC-BB for all periods presented.



|Year ended May 31, 2018 |  | High |       |  | Low |  
|----------------------- |  | ---- | ----- |  | --- | -
|First Quarter           |  | $    | 3.00  |  |     | $
|Second Quarter          |  | $    | 3.60  |  |     | $
|Third Quarter           |  | $    | 3.40  |  |     | $
|Fourth Quarter          |  | $    | 1.615 |  |     | $
|                        |  |      |       | 
|Year ended May 31, 2017 |  | High |       |  | Low |  
|First Quarter           |  | $    | 0.24  |  |     | $
|Second Quarter          |  | $    | 0.24  |  |     | $
|Third Quarter           |  | $    | 0.22  |  |     | $
|Fourth Quarter          |  | $    | 1.75  |  |     | $
|                        |  |      |       | 

(b) Holders of Common Stock



As of October 3, 2018, there are approximately
708 holders of record of our Common Stock and five holders of our Preferred Stock.



(c) Dividends



In the future we intend to follow a
policy of retaining earnings, if any, to finance the growth of the business and do not anticipate paying any cash dividends in
the foreseeable future. The declaration and payment of future dividends on the Common Stock will be the sole discretion of board
of directors and will depend on our profitability and financial condition, capital requirements, statutory and contractual restrictions,
future prospects and other factors deemed relevant.



(d) Securities Authorized for Issuance
under Equity Compensation Plans



There are no outstanding grants or rights
or any equity compensation plan in place.





16









(e) Recent Sales of Unregistered Securities

None.



(f) Issuer Purchases of Equity Securities



We did not repurchase any of our equity
securities during the years ending May 31, 2018 and May 31, 2017.



Item 6. Selected Financial Data.



Not applicable.



Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations.



Overview of Current Operations



In August 2017, the Company completed its move
into a new production and design facility in Roanoke, Virginia. In this facility the Company will be finalizing design work for
its first 5 million km/year VAD/OVD (Vapor Axial Deposition/Outside Vapor Deposition) optical fiber preform production line, slated
for assembly, testing and production in 2019. This process makes optical fiber preforms that are the mainstay for fiber optic cable
that is used in the telecommunications industry to transmit large amounts of data to and from communication towers for the Internet,
cable television and telephone industries. This new VAD/OVD production line represents the first phase of a planned 20 million
km/year preform manufacturing facility. Ameritek Ventures’ brand-new design and technology hub will help execute the Company's
sustained growth and emergence strategy as a provider of high-quality optical fiber preforms for the rapidly expanding Fiber Optic
Cable worldwide market that in the past has been dominated by firms like Corning Incorporated, Shin-Etsu Chemical Co. Ltd., Prysmian
SpA, Jiangsu Fasten Co. Ltd and Fujikura Ltd.





RESULTS OF OPERATIONS



For the fiscal years ended May 31, 2018
and May 31, 2017, the Company recognized no revenues.



For the fiscal year ended May 31, 2018,
the Company incurred total operating expenses of $432,612, which consisted of $432,612 in general and administrative expenses.
This compares to the fiscal year ended May 31, 2017, where the Company incurred total operating expenses of $12,935, which consisted
of $12,935 in general and administrative expenses.



For the fiscal year ended May 31, 2018,
the Company had other income (expense) of $(173,894), which consisted of an interest expense of $(73,894) and a valuation adjustment
on our fiber optic assets of $(100,000), as compared to the prior fiscal year when the Company had other income (expense) of $0.



For the fiscal year ended May 31, 2018,
the Company had a loss applicable to common shareholders of $(606,506) or $(0.02) per common share basic and diluted, as compared
to a loss applicable to common shareholders of $(12,935) or $(0.00) per common share for the year ended May 31, 2017.





17









During the year ended May 31, 2018,
the Company used net cash of $(367,966) in operations, $(108,477) was used in investing activities and $504,115 was provided by
financing activities. During the year ended May 31, 2017, the Company used net cash of $(20,000) in operations, $20,000 was provided
by investing activities and no cash was provided by or used in financing activities.



Going Concern



Our ability to continue as a going concern
is contingent upon the successful completion of additional financing arrangements and our ability to achieve and maintain profitable
operations.



Therefore, management plans to raise
equity capital to finance the operating and capital requirements of the Company. While the Company is devoting its best efforts
to achieve the above plans, there is no assurance that any such activity will generate funds that will be available for operations.
These conditions raise substantial doubt about the Company's ability to continue as a going concern.



Summary of any product research and development that we
will perform for the term of our plan of operation.



At this time, the Company has no product
research, nor development taking place, pending funding. As such, research is not required at this time.



Expected purchase or sale of plant
and significant equipment



On August 1, 2017, the Company began
leasing warehouse space for its production facility in Roanoke, Virginia. Management is currently in the process of identifying
costs associated with equipment for manufacturing. The Company’s lease on the warehouse space expired on July 31, 2018 and
the Company is continuing to lease the space on a month-to-month basis at the same rate and terms.



Significant changes in the number
of employees



We currently have a total of five employees,
two of which serve as our officers, one employee who serves as the Company controller and two employees who work in the engineering
and design facility. We are dependent upon our officers for our future business development. As our operations expand we anticipate
the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.





LIQUIDITY AND CAPITAL RESOURCES



As of May 31, 2018, the Company had
cash and cash equivalents of $39,057, which includes cash held in escrow of $12,385. At the same date, the Company had total current
liabilities of $635,854.



Management intends to raise additional
debt or equity financing to fund ongoing operations and for necessary working capital. However, there is no assurance that such
financing plans will be successful or be obtained in amounts sufficient to meet the Company’s needs.





18









Notwithstanding, the Company anticipates
generating losses and therefore may be unable to continue operations in the future. The Company anticipates it will require additional
capital in order to develop its business. The Company may use a combination of equity and/or debt instruments or enter into a strategic
arrangement with a third party. Management has yet to find a solution to its funding requirements.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to
investors.



Critical Accounting Policies and Estimates



Revenue Recognition: The Company recognizes
revenue related to product sales when (i) persuasive evidence of the arrangement exists, (ii) shipment has occurred, (iii) the
fee is fixed or determinable, and (iv) collectability is reasonably assured.



Recent Pronouncements



The Company's management has evaluated
all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that
any of these pronouncements will have a material impact on the Company's current financial position and results of operations.





Item 7A. Quantitative and Qualitative Disclosures about Market
Risk.



Not applicable.

























19

Item 8. Financial Statements and Supplementary Data.



Index to Financial Statements



Ameritek Ventures

Financial Statements





INDEX TO FINANCIAL STATEMENTS

|                      |                                   |                                                                                                |    
|--------------------- | --------------------------------- | ---------------------------------------------------------------------------------------------- | ---
|Financial Statements: |                                   |                                                                                               
|                      |                                   |                                                                                                |    
|                      |                                   | Report of Independent Registered Public Accounting Firm                                        | F-1
|                      |                                   |                                                                                                |    
|                      |                                   | Balance Sheets as of May 31, 2018 and 2017                                                     | F-2
|                      |                                   |                                                                                                |    
|                      |                                   | Statements of Operations for the Years Ended May 31, 2018 and May 31, 2017                     | F-3
|                      |                                   |                                                                                                |    
|                      |                                   | Statements of Stockholders’ Equity (Deficit) for the Years Ended May 31, 2018 and May 31, 2017 | F-4
|                      |                                   |                                                                                                |    
|                      |                                   | Statements of Cash Flows for the Years Ended May 31, 2018 and May 31, 2017                     | F-5
|                      |                                   |                                                                                                |    
|                      | Notes to the Financial Statements | F-6                                                                                            |    
|                      |                                   |                                                                                                |    
|                      |                                   |                                                                                                |    
|                      |                                   |                                                                                                |    







20









Report of Independent Registered Public
Accounting Firm



To the Board of Directors and Stockholders of

AMERITEK VENTURES

Las Vegas, Nevada



Opinion on the Financial Statements



We have audited the accompanying balance
sheets of AMERITEK VENTURES (“the Company”) as of May 31, 2018 and 2017, the related statement of operations, stockholders’
equity (deficit), and cash flows for the years then ended and the related notes (collectively referred to as the “financial
statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of
the Company May 31, 2018 and 2017, and the results of their operations and their cash flows for the years ended May 31, 2018 and
2017, in conformity with accounting principles generally accepted in the United States of America.



Basis for Opinion



These financial statements
are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial
statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United
States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We conducted our audits in accordance
with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required
to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are
required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.



Our audits included performing procedures
to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures
that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures
in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made
by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a
reasonable basis for our opinion.



Going Concern Uncertainty



The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements,
the Company has earned no revenues in the year ended May 31, 2018, has negative working capital at May 31, 2018, has incurred recurring
losses and recurring negative cash flow from operating activities, and has an accumulated deficit. These factors raise substantial
doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described
in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



We have served as the Company's auditor since 2014.



/s/ SOMERSET CPAS, P.C.



Indianapolis, Indiana

October 10, 2018





F-1











AMERITEK VENTURES

Balance Sheets





|                                            |                                                              |                                                 |                         | May 31, 2018              |                      | May 31, 2017
|------------------------------------------- | ------------------------------------------------------------ | ----------------------------------------------- | ----------------------- | ------------------------- | -------------------- | ------------
|                                            |                                                              | ASSETS                                          |                         |                           |                      |             
|Current assets:                             |                                                              |                                                 |                         |                          
|Cash and cash equivalents                   |                                                              | $                27,672                         |                         | $                       -
|Cash held in escrow                         |                                                              | 12,385                                          |                         | -                        
|                                            | Deposits                                                     |                                                 | 521                     |                           | -                   
|                                            |                                                              | Total current assets                            |                         | 40,578                    |                      | -           
|Long-term assets:                           |                                                              |                                                 |                         |                          
|                                            | Fiber optic assets                                           |                                                 | -                       |                           | -                   
|                                            |                                                              | Total long-term assets                          |                         | -                         |                      | -           
|TOTAL ASSETS                                |                                                              | $               40,578                          |                         | $                       -
|                                            |                                                              |                                                 |                         |                           |                      |             
|                                            |                                                              | LIABILITIES AND STOCKHOLDERS' DEFICIT           |                         |                           |                      |             
|Current liabilities:                        |                                                              |                                                 |                         |                          
|                                            | Accounts payable                                             |                                                 | $                52,191 |                           | $             23,270
|                                            | Other accrued expenses                                       |                                                 | -                       |                           | 10,000              
|                                            | Convertible notes payable                                    |                                                 | 503,184                 |                           | -                   
|                                            | Accrued interest                                             |                                                 | 28,456                  |                           | -                   
|                                            | Due to related party                                         |                                                 | 52,023                  |                           | 60,500              
|                                            |                                                              | Total current liabilities                       |                         | 635,854                   |                      | 93,770      
|                                            |                                                              |                                                 |                         |                           |                      |             
|Stockholders' deficit:                      |                                                              |                                                 |                         |                          
|                                            | Preferred stock Series B, $0.001 par value, 5,000,000 shares |                                                 | -                       |                           | -                   
|                                            |                                                              | authorized, none issued and outstanding as of   |                         |                           |                      |             
|                                            |                                                              | 5/31/2018 and 5/31/2017, respectively           |                         |                           |                      |             
|                                            | Convertible preferred stock Series A, $0.001 par             |                                                 | 53                      |                           | 119                 
|                                            |                                                              | value, 5,000,000 shares authorized, 52,927      |                         |                           |                      |             
|                                            |                                                              | and 119,200 issued and outstanding as of        |                         |                           |                      |             
|                                            |                                                              | 5/31/2018 and 5/31/2017, respectively           |                         |                           |                      |             
|                                            | Preferred stock Series C, $0.001 par value, 5,000,000 shares |                                                 | -                       |                           | -                   
|                                            |                                                              | authorized, none issued and outstanding as of   |                         |                           |                      |             
|                                            |                                                              | 5/31/2018 and 5/31/2017, respectively           |                         |                           |                      |             
|                                            | Common stock, $0.001 par value, 185,000,000 shares           |                                                 | 33,714                  |                           | 7,230               
|                                            |                                                              | authorized, 33,714,307 and 7,230,004 issued and |                         |                           |                      |             
|                                            |                                                              | outstanding as of 5/31/2018 and 5/31/2017,      |                         |                           |                      |             
|                                            |                                                              | Respectively                                    |                         |                           |                      |             
|                                            | Additional paid-in capital                                   |                                                 | 448,612                 |                           | 370,030             
|                                            | Accumulated deficit                                          |                                                 | (1,077,655)             |                           | (471,149)           
|                                            |                                                              | Total stockholders' deficit                     |                         | (595,276)                 |                      | (93,770)    
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT |                                                              | $                40,578                         |                         | $                      - 



The accompanying notes are an integral
part of these financial statements.

F-2











AMERITEK VENTURES

Statements of Operations



|                                              |                                            |                               | For the Year Ended May 31, 2018 |                         | For the Year Ended May 31, 2017 | 
|--------------------------------------------- | ------------------------------------------ | ----------------------------- | ------------------------------- | ----------------------- | ------------------------------- | 
|Revenue                                       | $                         -                |                               | $                         -     |                        
|Cost of goods sold                            | -                                          |                               | -                               |                        
|Gross profit                                  | -                                          |                               | -                               |                        
|                                              |                                            |                               |                                 |                         |                                 | 
|Expenses:                                     |                                            |                               |                                 |                        
|                                              | General & administrative expenses          | 432,612                       |                                 | 12,935                  |                                
|                                              |                                            | Total expenses                | 432,612                         |                         | 12,935                          | 
|                                              |                                            |                               |                                 |                         |                                 | 
|Operating loss                                | (432,612)                                  |                               | (12,935)                        |                        
|                                              |                                            |                               |                                 |                         |                                 | 
|Other Income (Expenses):                      |                                            |                               |                                 |                        
|                                              | Interest income (expense)                  | (73,894)                      |                                 | -                       |                                
|                                              | Valuation adjustment on fiber optic assets | (100,000)                     |                                 | -                       |                                
|                                              |                                            | Total other income (expenses) | (173,894)                       |                         | -                               | 
|                                              |                                            |                               |                                 |                         |                                 | 
|Net loss applicable to                        |                                            |                               |                                 |                        
|                                              | common shareholders                        | $          (606,506)          |                                 | $              (12,935) |                                
|                                              |                                            |                               |                                 |                         |                                 | 
|Net loss per share - basic and diluted        | $                (0.02)                    |                               | $                    (0.00)     |                        
|                                              |                                            |                               |                                 |                         |                                 | 
|Weighted average shares outstanding – basic   | 25,571,134                                 |                               | 6,906,333                       |                        
|                                              |                                            |                               |                                 |                         |                                 | 
|Weighted average shares outstanding – diluted | 35,415,902                                 |                               | 19,150,004                      |                        





The accompanying notes are an integral
part of these financial statements.



F-3



















AMERITEK VENTURES

Statements of Stockholders’ Equity
(Deficit)



|                                                |  | Series B        |  | Series A Convertible |  |          |              |        |         |  | Additional  |  |               |  | Total    
|----------------------------------------------- |  | --------------- |  | -------------------- |  | -------- | ------------ | ------ | ------- |  | ----------- |  | ------------- |  | ---------
|                                                |  | Preferred Stock |  | Preferred Stock      |  |          | Common Stock |        | Paid-In |  | Accumulated |  | Stockholders'
|                                                |  | Shares          |  | Amount               |  | Shares   |              | Amount |         |  | Shares      |  | Amount        |  | Capital  
|                                                |  |                 |  |                      |  |          |              |        |         |  |             |  |               |  |          
|Balance, May 31, 2016                           |  | -               |  | $ -                  |  | 122,500  |              | $123   |         |  | 6,900,004   |  | $6,900        |  | $370,356 
|Conversion of Preferred Stock                   |  | -               |  | -                    |  | (3,300)  |              | (4)    |         |  | 330,000     |  | 330           |  | (326)    
|                                                |  |                 |  |                      |  |          |              |        |         |  |             |  |               |  |          
|Net loss                                        |  | -               |  | -                    |  | -        |              | -      |         |  | -           |  | -             |  | -        
|                                                |  |                 |  |                      |  |          |              |        |         |  |             |  |               |  |          
|Balance, May 31, 2017                           |  | -               |  | -                    |  | 119,200  |              | 1119   |         |  | 7,230,004   |  | 7,230         |  | $ 370,030
|Conversions of Preferred Stock                  |  | -               |  | -                    |  | (66,273) |              | (66)   |         |  | 6,627,300   |  | 6,627         |  | (6,571)  
|Issuance of Common Stock for Cash               |  | -               |  | -                    |  | -        |              | -      |         |  | 71,429      |  | 71            |  | 99,929   
|                                                |  |                 |  |                      |  |          |              |        |         |  |             |  |               |  |          
|Conversion of Accrued Interest for Common Stock |  | -               |  | -                    |  | -        |              | -      |         |  | 40,578      |  | 41            |  | 4,959    
|                                                |  |                 |  |                      |  |          |              |        |         |  |             |  |               |  |          
|Issuance of Common Stock for Fiber Optic Assets |  | -               |  | -                    |  | -        |              | -      |         |  | 19,770,000  |  | 19,770        |  | (19,770) 
|Retirement of Unallocated Common Stock          |  | -               |  | -                    |  | -        |              | -      |         |  | (25,004)    |  | (25)          |  | 25       
|                                                |  |                 |  |                      |  |          |              |        |         |  |             |  |               |  |          
|Net loss                                        |  | -               |  | -                    |  | -        |              | -      |         |  | -           |  | -             |  | -        
|                                                |  |                 |  |                      |  |          |              |        |         |  |             |  |               |  |          
|Balance, May 31, 2018                           |  | -               |  | $    -               |  | 52,927   |              | $53    |         |  | 33,714,307  |  | $34,214       |  | $ 448,612



The accompanying notes are an integral
part of these financial statements.



F-4

















AMERITEK VENTURES

Statements of Cash Flows



|                                                    |                                                                                     |                                                     | For the year ended May 31, 2018 |                         | For the year ended May 31, 2017
|--------------------------------------------------- | ----------------------------------------------------------------------------------- | --------------------------------------------------- | ------------------------------- | ----------------------- | -------------------------------
|                                                    |                                                                                     |                                                     |                                
|CASH FLOWS FROM OPERATING ACTIVITIES                |                                                                                     |                                                     |                                
|Net loss                                            | $              (606,506)                                                            |                                                     | $           (12,935)           
|                                                    | Adjustments to reconcile net loss to net cash used
        in operating activities: |                                                     |                                 |                        
|                                                    |                                                                                     | Valuation adjustment on fiber optic assets          | 100,000                         |                         | -                              
|                                                    | Changes in operating assets and liabilities:                                        |                                                     |                                 |                        
|                                                    |                                                                                     | Deposits                                            | (521)                           |                         | -                              
|                                                    |                                                                                     | Accounts payable                                    | 18,921                          |                         | 435                            
|                                                    |                                                                                     | Accrued expenses                                    | 120,140                         |                         | (7,500)                        
|Net cash used in operating activities               | (367,966)                                                                           |                                                     | (20,000)                       
|CASH FLOWS FROM INVESTING ACTIVITIES                |                                                                                     |                                                     |                                
|                                                    |                                                                                     | Advances (repayments) of advances from shareholders | $                    (8,477)    |                         | 20,000                         
|                                                    |                                                                                     | Cash paid for purchase of fiber optic assets        | (100,000)                       |                         | -                              
|Net cash provided by (used in) investing activities | (108,477)                                                                           |                                                     | 20,000                         
|CASH FLOWS FROM FINANCING ACTIVITIES                |                                                                                     |                                                     |                                
|                                                    | Proceeds for issuance of common stock                                               | $                 100,000                           |                                 | $                     -
|                                                    |                                                                                     | Proceeds from short term convertible debt           | 404,115                         |                         | -                              
|Net cash provided by financing activities           | 504,115                                                                             |                                                     | -                              
|NET INCREASE IN CASH                                | 27,672                                                                              |                                                     | -                              
|CASH - BEGINNING OF THE PERIOD                      | -                                                                                   |                                                     | -                              
|CASH - END OF THE PERIOD                            | $                  27,672                                                           |                                                     | $                       -      
|                                                    |                                                                                     |                                                     |                                





The accompanying notes are an integral
part of these financial statements.



F-5











AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





NOTE 1. GENERAL ORGANIZATION AND BUSINESS



The Company was organized on December
27, 2010 under the laws of the State of Nevada, as ATVROCKN. On June 20, 2017, the Company changed its corporate name to Ameritek
Ventures.





NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES



Basis of Accounting

The financial statements and accompanying
notes are prepared under accrual of accounting in accordance with generally accepted accounting principles of the United States
of America ("US GAAP").



Cash and Cash Equivalents

For purposes of the statement of cash
flows, the Company considers highly liquid financial instruments purchased with a maturity of three months or less to be cash equivalents.
The Company also has cash held in escrow in the amount of $12,385 at May 31, 2018. This money was held back in escrow by a convertible
note holder to be disbursed for accounting and legal services relative to an S1 filing of the Company, should that occur.



Noncash financing activities include
the conversion of $5,000 of accrued interest on a convertible note payable in exchange for issuance of 40,578 shares of the Company’s
common stock during the year ended May 31, 2018.



Noncash financing activities include
the conversion of accrued interest and other financing related costs on certain convertible notes payable into principal in the
amount of $33,456 during the year-ended August 31, 2018.



Earnings per Share

The basic earnings (loss) per share
is calculated by dividing the Company's net income (loss) available to common shareholders by the weighted average number of common
shares issued and outstanding during the year. The diluted earnings (loss) per share is calculated by dividing the Company's net
income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The
diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first year for
any potentially dilutive debt or equity.



The Company has not issued any options
or similar securities since inception, however the Company has issued warrants to purchase common stock of the Company that are
associated with the Company’s convertible notes payable. There were 208,000 Warrant Shares issued to Emunah Funding, LLC
on 7/31/2017 and 204,800 Warrant Shares issued to Emunah Funding, LLC on 8/25/2017. These Warrant Shares may be exercised now at
the discretion of the Note Holder.



F-6









AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





Dividends

The Company has not yet adopted any
policy regarding payment of dividends. No dividends have been paid during the period shown.



Income Taxes

The Company utilizes the asset and liability
method of accounting for deferred income taxes as prescribed by the FASB Accounting Standard Codification, ("ASC"), 740
(Income Taxes). This method requires the recognition of deferred tax liabilities and assets for the expected future tax consequences
of temporary differences between the tax return and financial statement reporting basis of certain assets and liabilities.



As required by ASC 740-10, "Income Taxes",
the Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority
would more likely than not sustain the position following an audit. For tax positions meeting the more-likely-than-not threshold,
the amount recognized in the financial statements is the largest benefit that has a greater than 50% likelihood of being realized
upon ultimate settlement with the relevant tax authority. Management does not believe that there are any uncertain tax positions
which would have a material impact on the financial statements. The Company has elected to include interest and penalties related
to uncertain tax positions as a component of income tax expense. To date, the Company has not recorded any interest or penalties
related to uncertain tax positions.



Long-lived Assets

The Company reviews the carrying value of property, plant,
and equipment (including its fiber optic assets) for impairment whenever events and circumstances indicate that the carrying value
of an asset may not be recoverable from the estimated future cash flows expected to result from its use and eventual disposition.
In cases where undiscounted expected future cash flows are less than the carrying value, an impairment loss is recognized equal
to an amount by which the carrying value exceeds the fair value of assets. The factors considered by management in performing this
assessment include current operating results, trends, and prospects, as well as the effects of obsolescence, demand, competition,
and other economic factors.

Year-end

The Company has selected May 31 as its
year-end.



Advertising

Advertising is expensed when incurred.
There have been no advertising costs incurred during the current period.



Use of Estimates

The preparation of financial statements
in conformity with accounting principles generally accepted in the United States of America requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results
could differ from those estimates.



F-7









AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





Recent Accounting Pronouncements

The Company's management has evaluated
all the recently issued accounting pronouncements through the filing date of these financial statements and does not believe that
any of these pronouncements will have a material impact on the Company's current financial position and results of operations.





NOTE 3 - GOING CONCERN



These financial statements have been
prepared in accordance with generally accepted accounting principles applicable to a going concern which contemplates the realization
of assets and the satisfaction of liabilities and commitments in the normal course of business. As of May 31, 2018, the Company
has accumulated operating losses of $1,077,655 since inception. The Company's ability to continue as a going concern is contingent
upon the successful completion of additional financing arrangements and its ability to achieve and maintain profitable operations.



Management plans to raise equity capital
to finance the operating and capital requirements of the Company. Amounts raised will be used to further development of the Company's
products, to provide financing for marketing and promotion, to secure additional property and equipment, and for other working
capital purposes. While the Company is putting forth its best efforts to achieve the above plans, there is no assurance that any
such activity will generate funds that will be available for operations.



These conditions raise substantial doubt
about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might
arise from this uncertainty.





NOTE 4 – FIBER OPTIC ASSETS



On August 30, 2017, the Company entered
into an Asset Purchase Agreement with Clinton L. Stokes, the Company’s current majority shareholder,
Chief Executive Officer and Principal Executive Officer, whereby 19,770,000 unregistered restricted common shares of stock
were approved for issuance by the Board of Directors, along with payment of $100,000, in exchange for fiber optic assets. The terms
of this agreement were fulfilled on September 15, 2017 and the Company has not placed the fiber optic assets into service as of
May 31, 2018. The fiber optic assets consisted of schematic diagrams of the VAD & OVD equipment, vendors and associated parts
used in the manufacturing of equipment, proprietary computer programming, process control software, intellectual property associated
with preform chemical composition, and future rights to patent development of the technologies.



During the quarter ended May 31, 2018,
the Company determined that, based on uncertainty of the estimated future cash flows associated with the acquired fiber optic assets,
the carrying amount of the fiber optic assets exceeds its fair value by $100,000; accordingly, an impairment loss of that amount
was recognized and is included in net income. The Company still has plans to utilize the fiber optic assets once funding has been
secured to implement the Company’s future business development plans.



F-8









AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





NOTE 5 - STOCKHOLDERS' EQUITY AND CONTRIBUTED CAPITAL



Series B Preferred Stock



The Company is authorized to issue 5,000,000
shares of $0.001 par value Series B Preferred Stock. Series B Preferred Stock has liquidation and first position ownership rights
on any assets owned by the Company. The Series B Preferred Stock has no voting rights and are not entitled to receive dividends.
The holders of Series B Preferred Stock shall be entitled to interest payments on monies paid or loaned to the corporation for
their Series B Preferred Shares and a first position in a security interest on any assets of the Company upon default of a loan
to the Company, liquidation or dissolution of the Company. Further, the Company may call these shares at any time provided the
holders of the Series B Preferred Stock are paid the amount of monies they paid for their Series B Preferred Stock along with any
interest due. Upon the payment of principal and interest to the Series B Preferred Stock shareholders, the shares must be returned
to the Company.



As of May 31, 2018 and May 31, 2017,
there is no Series B Preferred Stock outstanding.



Series A Preferred Stock



The Company is authorized to issue 5,000,000
shares of $0.001 par value Series A Preferred Stock. Series A Preferred Stock have no liquidation rights. Series A Preferred Stock
shall not be entitled to receive any dividends nor are they entitled to any voting rights with respect to the Series A Preferred
Stock. At any time and from time-to-time after the issuance of the Series A Preferred Stock, any holder may convert any or all
of the shares of Series A Preferred Stock held by such holder at the ratio of one hundred (100) shares of Common Stock for every
one (1) share of Series A Preferred Stock. However, the beneficial owner of such Series A Preferred Stock cannot convert their
Series A Preferred stock where they will beneficially own in excess of 4.9% of the shares of the Common Stock.

During the year ended May 31, 2017, Arden A. Johnson, who
was the beneficial owner of the Company’s Series A Convertible Preferred Stock, entered into an agreement whereby he sold
his ownership in Legal Beagle Services to J. Chad Guidry who is now currently the beneficial owner of the Company’s Series
A Convertible Preferred Stock.



Also during the year ended May 31, 2017,
Legal Beagle Services exercised the conversion feature of 3,300 shares owned by them of the Series A Preferred Stock. These shares
converted into 330,000 shares of registered Common Stock.



During the year ended May 31, 2018, there were numerous conversions
of the Company’s Series A Preferred Stock in Common Stock. The total amount of conversions were 66,273 of Series A Preferred
Stock that was converted into 6,627,300 shares of Common Stock. See additional Series A Preferred Stock conversions described below.





F-9









AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





During the year ended May 31, 2018, there were no issuances
of Series A Preferred Stock.



As of May 31, 2018 and May 31, 2017, there were 52,927 and
119,200 shares of Series A Preferred Stock issued and outstanding, respectively.



Series C Preferred Stock



The Company is authorized to issue 5,000,000
shares of $0.001 par value Series C Preferred Stock, of which no shares are issued and outstanding as of May 31, 2018 and May 31,
2017, respectively. The designation of these shares have yet to be determined by the Board of Directors.



Common Stock

The Company is authorized to issue 185,000,000
shares of its $0.001 par value common stock, of which 33,714,307 and 7,230,004 shares are issued and outstanding as of May 31,
2018 and May 31, 2017, respectively.



On September 14, 2016, the Company underwent
a change of control of ownership. Hal Heyer, former CEO of the Company, entered into an agreement on September 23, 2016 whereby
he sold his ownership of 5,100,000 control block shares to Mark Cole. Mark Cole paid cash consideration of ten thousand ($10,000)
for the 5,100,000 control block shares. The terms of this agreement were fulfilled on September 20, 2016.



During the year ended May 31, 2017,
a shareholder who owned 3,300 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred
Stock and they converted their shares into common stock and received 330,000 registered common shares.



On August 30, 2017, the Company entered
into an Asset Purchase Agreement with Clinton L. Stokes, the Company’s Chief Executive Officer, whereby 19,770,000 unregistered
restricted common shares of stock were approved for issuance by the Board of Directors, along with payment of $100,000, in exchange
for fiber optic assets. The terms of this agreement were fulfilled on September 15, 2017.



On August 30, 2017, the Company sold
71,429 shares of its common stock to Meridian Pacific Holdings, LLC, in exchange for $100,000. These shares were subsequently issued
on October 3, 2017. The aforementioned shares were sold with an exemption from registration pursuant to Section 4(a)(2) of the
Securities Act of 1933.



On August 30, 2017, a shareholder who
owned 170 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they converted
their shares into common stock and received 17,000 registered common shares.





F-10









AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





On September 1, 2017, a shareholder
who owned 1,000 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and
they converted their shares into common stock and received 100,000 registered common shares.



On October 3, 2017, a shareholder who
owned 1,500 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 150,000 registered common shares.



On October 5, 2017, a shareholder who
owned 500 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they converted
their shares into common stock and received 50,000 registered common shares.



On October 16, 2017, a shareholder who
owned 1,000 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 100,000 registered common shares.



On October 23, 2017, a shareholder who
owned 280 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they converted
their shares into common stock and received 28,000 registered common shares.



On October 27, 2017, a shareholder who
owned 5,000 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 500,000 registered common shares.



On October 31, 2017, a shareholder who
owned 5,000 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 500,000 registered common shares.



On November 1, 2017, a shareholder who
owned 5,000 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 500,000 registered common shares.



On November 7, 2017, a shareholder who
owned 1,450 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 145,000 registered common shares.



On November 10, 2017, a shareholder
who owned 655 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 65,500 registered common shares.





F-11











AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





On November 13, 2017, a shareholder
who owned 10,000 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and
they converted their shares into common stock and received 1,000,000 registered common shares.



On November 13, 2017, a shareholder
who owned 5,500 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and
they converted their shares into common stock and received 550,000 registered common shares.



On November 14, 2017, a shareholder
who owned 50 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 5,000 registered common shares.



On November 27, 2017, a shareholder
who owned 480 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 48,000 registered common shares.



On November 29, 2017, a shareholder
who owned 8 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 800 registered common shares.



On December 6, 2017, a shareholder who
owned 200 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they converted
their shares into common stock and received 20,000 registered common shares.



On December 6, 2017, a shareholder who
owned 700 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they converted
their shares into common stock and received 70,000 registered common shares.



On December 19, 2017, a shareholder
who owned 2,980 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and
they converted their shares into common stock and received 298,000 registered common shares.



On January 17, 2018, a shareholder who
owned 9,500 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 950,000 registered common shares.



On March 6, 2018, a shareholder who
owned 5,500 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 550,000 registered common shares.





F-12











AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





On April 6, 2018, a shareholder who
owned 900 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they converted
their shares into common stock and received 90,000 registered common shares.



On April 26, 2018, a shareholder who
owned 8,000 registered shares of the Series A Preferred Stock, exercised the conversion feature of the Preferred Stock and they
converted their shares into common stock and received 800,000 registered common shares.





NOTE 6 - RELATED PARTY TRANSACTIONS



Advances

During the year ended May 31, 2018,
the Principal Financial Officer of the Company advanced $67,793 to the Company for operating expenses. Total
outstanding advances from the Company’sPrincipal Financial Officer amounted to $0 at May 31, 2018 and 2017, respectively.
During the year ended May 31, 2018, the Company’s current majority shareholder, Chief Executive
Officer and Principal Executive Officer advanced $9,723 to the Company for operating expenses. Total outstanding advances
from the Company’s current majority shareholder and Principal Executive Officer amounted to $1,523
and $0 at May 31, 2018 and 2017, respectively. Total advances from two of the Company’s former Director and Principal Executive
officers amounted to $50,500 and 60,500 at May 31, 2018 and 2017, respectively.These advances are payable on demand and
bears no interest. The total balances owed to related parties at May 31, 2018 and 2017 was $52,023 and $60,500, respectively.



Contributed Capital

On November 19, 2014, Hal Heyer, M.D.,
former President, Chief Executive Officer and Chairman of the Board of Directors personally loaned $250,000 to VoCare, Inc., an
Indiana company. The $250,000 Promissory Note pays 12% interest per annum with a maturity date of December 31, 2017. On December
10, 2014, Hal Heyer, M.D., assigned this Promissory Note to the Company. On June 2, 2015, VoCare, Inc. repaid a portion of the
Promissory Note in the amount of $120,000 directly to Hal Heyer, M.D., the payment was recorded as a reduction of the Promissory
Note as well as a non-cash distribution and related reduction in paid-in-capital in the quarter-ended August 31, 2015.



During the quarter ended November 30,
2015, the Company recorded a valuation adjustment for the outstanding interest that had accrued per the terms of the original terms
of the promissory note. On March 20, 2017, the Company reassigned the remaining note receivable amount of $130,000 to Hal Heyer.



Fiber Optic Asset Purchase

On August 30, 2017, the Company entered
into an Asset Purchase Agreement with Clinton L. Stokes, the Company’s current majority shareholder,
Chief Executive Officer and Principal Executive Officer, whereby 19,770,000 unregistered restricted common shares of stock
were approved for issuance by the Board of Directors, along with payment of $100,000, in exchange for fiber optic assets. The terms
of this agreement were fulfilled on September 15, 2017 and the Company has not placed the fiber optic assets into service as of
May 31, 2018. See Note 4.





F-13











AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





NOTE 7 - NOTE PAYABLE



On July 31, 2017, the Company entered
into a convertible note agreement in which the Company received $65,000 of proceeds and the Company is required to make a balloon
payment of principal and accrued interest of $70,200 on the maturity date of April 31, 2018. This note accumulates interest at
a rate of 8% from the original issue date through the maturity date. At any time while there is an outstanding balance, the note
may be converted at a conversion price for the principal and interest in connection with voluntary conversions by the holder shall
be 75% multiplied by the market price, representing a discount rate of 25%. The note also provides for warrants of up to 208,000
shares of common stock which may be exercised any time from the issuance date of July 31, 2017 (initial exercise date) until July
31, 2022 (termination date). The exercise price of this warrant is $1.35. Further, if at any time after the initial exercise date,
there is no effective registration statement registering the warrant shares, or no current prospectus available for the resale
of the warrant shares by the holder, then the warrant may be exercised at the holder’s election, in whole or in part, at
such times by means of a cashless exercise in which the holder shall be entitled to receive a number of warrant shares equal to
the quotient obtained by dividing [(A-B)(X)] by (A), where (A) equals the VWAP on the trading day immediately preceding the date
on which the holder elects to exercise the warrant; (B) equals the exercise price of the warrant; and (X) equals the number of
warrant shares that would be issuable upon exercise of the warrant if such exercise were by means of a cash exercise rather than
a cashless exercise. Regardless, on the termination date if there is no effective Registration Statement registering the warrant
shares, or no current prospectus available for the resale of the warrant shares by the holder, then the warrant shall be automatically
exercised via cashless exercise. Failure of the Company to issue shares in a timely manner will result in a late issuance penalty
of $10 per trading day, increasing to $20 per trading day after the fifth trading day, for each $1,000 of exercise price of the
warrant shares.



In the event of default, the outstanding
amount due on the note will be adjusted to the mandatory default amount which is the sum of (a) the greater of (i) the outstanding
principal amount of this Note divided by the Conversion Price on the date the Mandatory Default Amount is either (A) demanded (if
demand or notice is required to create an Event of Default), (B) otherwise due, or (C) paid in full, whichever is lowest, multiplied
by the VWAP on the date the Mandatory Default Amount is either (x) demanded, (y) due, or (z) paid in full, whichever is highest,
or (ii) 120% of the outstanding principal amount of this Note plus (b) all other amounts, costs, expenses and liquidated damages
due in respect of this note. Also as a result of default, interest on this note shall accrue at an interest rate equal to the lesser
of 24% per annum or the maximum rate permitted under applicable law.



During the year ended May 31, 2018,
the Company was in default with the convertible note agreement and certain adjustments have been recorded by the Company to factor
in the default remedies. The adjustment included an increase in interest to 24% per annum as well as an increase in the total principal
amount due by $14,040. The total amount due under the convertible promissory note at May 31, 2018 was $84,240.



On May 22, 2018, the convertible note
agreement holder converted $5,000 of interest that had accrued on the convertible note into 40,578 shares of the Company’s
common stock.





F-14









AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





Subsequent to May 31, 2018, on
July 5, 2018,the convertible note agreement holder converted$28,300 of principal and $11,337
of accrued interest into 499,838 shares of the Company’s common stock. See Note 9.



On August 25, 2017, the Company entered
into a convertible note agreement in which the Company received $64,000 of proceeds and the Company is required to make a balloon
payment of principal and accrued interest of $69,120 on the maturity date of August 25, 2018. This note accumulates interest at
a rate of 8% from the original issue date through the maturity date. At any time while there is an outstanding balance, the note
may be converted at a conversion price for the principal and interest in connection with voluntary conversions by the holder shall
be 75% multiplied by the market price, representing a discount rate of 25%. The note also provides for warrants of up to 204,800
shares of common stock which may be exercised any time from the issuance date of August 25, 2017 (initial exercise date) until
August 25, 2022 (termination date). The exercise price of this warrant is $1.35. Further, if at any time after the initial exercise
date, there is no effective registration statement registering the warrant shares, or no current prospectus available for the resale
of the warrant shares by the holder, then the warrant may be exercised at the holder’s election, in whole or in part, at
such times by means of a cashless exercise in which the holder shall be entitled to receive a number of warrant shares equal to
the quotient obtained by dividing [(A-B)(X)] by (A), where (A) equals the VWAP on the trading day immediately preceding the date
on which the holder elects to exercise the warrant; (B) equals the exercise price of the warrant; and (X) equals the number of
warrant shares that would be issuable upon exercise of the warrant if such exercise were by means of a cash exercise rather than
a cashless exercise. Regardless, on the termination date if there is no effective Registration Statement registering the warrant
shares, or no current prospectus available for the resale of the warrant shares by the holder, then the warrant shall be automatically
exercised via cashless exercise. Failure of the Company to issue shares in a timely manner will result in a late issuance penalty
of $10 per trading day, increasing to $20 per trading day after the fifth trading day, for each $1,000 of exercise price of the
warrant shares.



In the event of default, the outstanding
amount due on the note will be adjusted to the mandatory default amount which is the sum of (a) the greater of (i) the outstanding
principal amount of this Note divided by the Conversion Price on the date the Mandatory Default Amount is either (A) demanded (if
demand or notice is required to create an Event of Default), (B) otherwise due, or (C) paid in full, whichever is lowest, multiplied
by the VWAP on the date the Mandatory Default Amount is either (x) demanded, (y) due, or (z) paid in full, whichever is highest,
or (ii) 120% of the outstanding principal amount of this Note plus (b) all other amounts, costs, expenses and liquidated damages
due in respect of this note. Also as a result of default, interest on this note shall accrue at an interest rate equal to the lesser
of 24% per annum or the maximum rate permitted under applicable law.



During the year ended May 31, 2018,
the Company was in default with the convertible note agreement and certain adjustments have been recorded by the Company to factor
in the default remedies. The adjustment included an increase in interest to 24% per annum as well as an increase in the total principal
amount due by $13,824. The total amount due under the convertible promissory note at May 31, 2018 was $82,944.





F-15











AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018





On March 12, 2018 the Company entered
into a convertible note agreement in which the Company received $103,000 of proceeds and the Company is required to make a balloon
payment of principal and accrued interest of $115,360 on the maturity date of March 12, 2019. This note accumulates interest at
a rate of 12% from the original issue date through the maturity date or in the event of default the note will accumulate interest
at a rate of 22%. From time to time, and at any time during the period beginning on the date which is one hundred eighty (180)
days following the date of the Note and ending on the later of: (i) the Maturity Date and (ii) the date of the payment of the Default
Amount, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding
and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such common stock exists
on the issue Date, or any shares of capital stock or other securities of the borrower into which such Common stock shall hereafter
be changed or reclassified at the conversion price determined as provided. The Conversion Price shall equal the Variable Conversion
Price (subject to equitable adjustments by the Borrower relating to the Borrower’s securities). The Variable Conversion Price
shall mean 61% multiplied by the Market Price, representing a 39% discount rate. Market Price means the lowest Trading Price for
the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.
Trading Price means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation
system or applicable trading market (the “OTC”). The Borrower is required at all times to have authorized and reserved
eight times the number of shares that would be issuable upon full conversion of the Note in effect from time to time, initially
2,214,458 (the “Reserved Amount”).



Subsequent to the year ended May 31,
2018, the Company was in default with the convertible note agreement. The total amount due under the convertible promissory note
at May 31, 2018 was $103,000.



On April 27, 2018 the Company entered
into a convertible note agreement in which the Company received $68,000 of proceeds and the Company is required to make a balloon
payment of principal and accrued interest of $76,160 on the maturity date of April 27, 2019. This note accumulates interest at
a rate of 12% from the original issue date through the maturity date or in the event of default the note will accumulate interest
at a rate of 22%. From time to time, and at any time during the period beginning on the date which is one hundred eighty (180)
days following the date of the Note and ending on the later of: (i) the Maturity Date and (ii) the date of the payment of the Default
Amount, each in respect of the remaining outstanding principal amount of this Note to convert all or any part of the outstanding
and unpaid principal amount of this Note into fully paid and non-assessable shares of Common Stock, as such common stock exists
on the issue Date, or any shares of capital stock or other securities of the borrower into which such Common stock shall hereafter
be changed or reclassified at the conversion price determined as provided. The Conversion Price shall equal the Variable Conversion
Price (subject to equitable adjustments by the Borrower relating to the Borrower’s securities). The Variable Conversion Price
shall mean 61% multiplied by the Market Price, representing a 39% discount rate. Market Price means the lowest Trading Price for
the Common Stock during the fifteen (15) Trading Day period ending on the latest complete Trading Day prior to the Conversion Date.
Trading Price means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets electronic quotation
system or applicable trading market (the “OTC”). The Borrower is required at all times to have authorized and reserved
eight times the number of shares that would be issuable upon full conversion of the Note in effect from time to time, initially
1,350,820 (the “Reserved Amount”).



F-16









AMERITEK VENTURES

Notes to the Financial Statements

May 31, 2018



Subsequent to the year ended May 31,
2018, the Company was in default with the convertible note agreement. The total amount due under the convertible promissory note
at May 31, 2018 was $68,000.



On May 10, 2018 the Company entered
into a convertible note agreement in which the Company received $160,000 of proceeds and the Company is required to make a balloon
payment of principal and accrued interest of $181,500 on the maturity date of May 10, 2019. This note accumulates interest at a
rate of 10% from the original issue date through the maturity date. The Holder of this Note is entitled, at its option, at any
time after 6 months and full cash payment, to convert all or any amount of the principal face amount of this Note then outstanding
into shares of the company’s common stock at a Conversion Price for each share of Common Stock equal to 57% of the lowest
trading price of the Common Stock as reported on the National Quotations Bureau OTC market exchange which the Company’s shares
are traded or any exchange upon which the Common Stock may be traded in the future, for the 20 prior trading days including the
day upon which a Notice of Conversion is received by the Company. The Company shall reserve 1,536,000 shares of its Common Stock
for conversions under this Note, (the “Share Reserve”). This note was secured by the pledge of the $165,000 10% convertible
promissory note issued to the Company by the lender. The Company may exchange this collateral for other collateral with an appraised
value of at least $160,000, by providing 3 days prior written notice to the lender.



The total amount due under the convertible
promissory note at May 31, 2018 was $165,000.



NOTE 8 – INCOME TAXES



The Company accounts for income taxes
under FASB Accounting Standard Codification ASC 740 "Income Taxes". ASC 740 provides that deferred tax assets and liabilities
are recorded based on the differences between the tax basis of assets and liabilities and their carrying amounts for financial
reporting purposes, referred to as temporary differences. Deferred tax assets and liabilities at the end of each period are determined
using the currently enacted tax rates applied to taxable income in the periods in which the deferred tax assets and liabilities
are expected to be settled or realized.



As of May 31, 2018 and May 31, 2017,
the Company did not have any eligible net operating loss carry forwards as the Company has not filed the appropriate federal and
state income tax returns so any accumulated net operating losses could be subject to the respective tax agency disallowance. Any
actual net operating losses would be limited by a valuation allowance, as their realization, as determined by management, is determined
to be not likely to occur and accordingly, the Company would have recorded a valuation allowance for the deferred tax asset relating
to the tax potential net operating loss carry-forwards. Additionally, actual net operating losses carry-forwards and the related
deferred tax assets would also be limited due to the various changes in control that has occurred during prior reporting periods.



NOTE 9 - SUBSEQUENT EVENTS



The Company has evaluated subsequent
events through the date the financial statements were available to be issued.



Subsequent to May 31, 2018, on July 5, 2018, one of the holders
of the Company’s convertible promissory notes converted $28,300 of principal and $11,337 of accrued interest into 499,838
shares of the Company’s common stock.



F-17













Item 9. Changes in and Disagreements
with Accountants on Accounting and Financial Disclosure.



None.





Item 9A. Controls and Procedures.



Evaluation of Disclosure Controls
and Procedures



Our disclosure controls and procedures,
as defined in Rule 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"),
are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded,
processed, summarized, and reported within the time periods specified in rules and forms adopted by the SEC, and that such information
is accumulated and communicated to management, including the Chief Executive Officer and the Chief Financial Officer, to allow
timely decisions regarding required disclosures.



Management, with the participation of
the Chief Executive Officer and the Chief Financial Officer, who is also the sole member of our Board of Directors, has evaluated
the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Form 10-K. Based on such
evaluation, the Chief Executive Officer and the Chief Financial Officer concluded that, as of May 31, 2018, our disclosure controls
and procedures were not effective. Our disclosure controls and procedures were not effective because of the "material weaknesses"
described below under "Management's annual report on internal control over financial reporting," which are in the process
of being remediated as described below under "Management Plan to Remediate Material Weaknesses."



Management's Report on Internal Control
over Financial Reporting



Our management is responsible for establishing
and maintaining adequate internal control over financial reporting. Internal control over financial reporting, as defined in rules
promulgated under the Exchange Act, is a process designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer and affected by our Board of Directors, management and other personnel to provide reasonable assurance regarding
the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP.
Internal control over financial reporting includes those policies and procedures that:



·pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our assets;



·provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being
made only in accordance with authorizations of our management and our Board of Directors; and



·provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of our assets that could have a material effect on our financial statements





21









Because of its inherent limitations,
a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives
of the control system are met and may not prevent or detect misstatements. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in judgment and breakdowns resulting from human failures.
Internal control over financial reporting also can be circumvented by collusion or improper override. Because of such limitations,
there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial
reporting. However, these inherent limitations are known features of the financial reporting process, and it is possible to design
into the process safeguards to reduce, though not eliminate, this risk. Further, over time control may become inadequate because
of changes in conditions or the degree of compliance with the policies or procedures may deteriorate.



Our management assessed the effectiveness
of our internal control over financial reporting as of May 31, 2018. In making its assessment, management used the criteria established
in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO").
Based on its assessment, management has concluded that we had certain control deficiencies described below that constituted material
weaknesses in our internal controls over financial reporting. As a result, our internal controls over financial reporting were
not effective as of May 31, 2018.



A "material weakness" is defined
under SEC rules as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there
is a reasonable possibility that a material misstatement of a company's annual or interim financial statements will not be prevented
or detected on a timely basis by the company's internal controls. As a result of management's review that were completed related
to the preparation of management's report on internal controls over financial reporting required for this annual report on Form
10-K, management concluded that we had material weaknesses in our control environment and financial reporting process consisting
of the following:



1) lack
of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors
on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls
and procedures; and



2) insufficient
written policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP
and SEC disclosure requirements.



We do not believe the material weaknesses
described above caused any meaningful or significant misreporting of our financial condition and results of operations for the
fiscal year ended May 31, 2018. However, management believes that the lack of a functioning audit committee and the lack of a majority
of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required
internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.



Management Plan to Remediate Material
Weaknesses



Management is pursuing the implementation
of corrective measures to address the material weaknesses described below. In an effort to remediate the identified material weaknesses
and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:





22









We plan to appoint one or more outside
directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee
who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing
and approving estimates and assumptions made by management when funds are available to us. Additionally, we will create written
policies and procedures for accounting and financial reporting with respect to the requirements and application of US GAAP and
SEC disclosure requirements.



We believe the remediation measures
described above will remediate the material weaknesses we have identified and strengthen our internal control over financial reporting.
We are committed to continuing to improve our internal control processes and will continue to diligently and vigorously review
our financial reporting controls and procedures. As we continue to evaluate and work to improve our internal control over financial
reporting, we may determine to take additional measures to address control deficiencies or determine to modify, or in appropriate
circumstances not to complete, certain of the remediation measures described above.



Changes in Internal Control over
Financial Reporting



There were no changes in our internal
control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act) during the most
recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial
reporting.



In May 2013, the Committee of Sponsoring
Organizations of the Treadway Commission ("COSO") released an updated version of its Internal Control - Integrated Framework
("2013 Framework"), Initially issued in 1992, the original framework ("1992 Framework") provided guidance to
organizations to design, implement and evaluate the effectiveness of internal control concepts and simplify their use and application.
The 2013 Framework is intended to improve upon systems of internal control over external financial reporting by formalizing the
principles embedded in the 1992 Framework, incorporating business and operating environment changes and increasing the framework
ease of use and application. The 1992 Framework remained available until December 15, 2014, after which it was superseded by the
2013 Framework. As of May 31, 2018, the Company transitioned to the 2013 Framework. The Company did not experience significant
changes to its internal control over financial reporting as a result from the transition to the 2013 Framework.



This annual report does not include
an attestation report of the Corporation's registered public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the Corporation's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Corporation to provide only the management's report in this report.





Item 9B. Other Information



None.









23

PART III



Item 10. Directors, Executive Officers and Corporate Governance.



(a) Identification of Directors and
Executive Officers.



The following table sets forth certain
information regarding our current directors and executive officers. Our executive officers serve one-year terms.



|Name | Age | Positions and Offices Held
|---- | --- | --------------------------



|Clinton L. Stokes III | 44 | President, Chief Executive Officer and Chairman
|--------------------- | -- | -----------------------------------------------

Appointed: June 19, 2017



|Kenneth P. Mayeaux | 68 | Vice President of Operations, Secretary and Treasurer
|------------------ | -- | -----------------------------------------------------

Appointed: July 10, 2017



|Jamie Mayeaux | 59 | Director, Controller
|------------- | -- | --------------------

Appointed: March 12, 2018





B. Work Experience



Clinton L. Stokes III, President, Chief Executive Officer
and Chairman



Clinton L. Stokes III honed his management
experience in the Mortgage industry where he started from the ground up to management of over 60 Sales and Operations personnel
in multiple locations consistently generating over $400 million in monthly production, including working many years with Prospect,
a mortgage loan company, which was ultimately acquired by a private equity group.  Realizing that there was more opportunity
in working for himself, in 2010 he began his career as a Serial Entrepreneur and widened his business endeavors to include Hard
Money Lending, Residential and Commercial Real Estate Investments, Credit Card Processing and Food Service businesses. Management
believes this skill set is a good fit for the Company.



Kenneth P. Mayeaux, Vice President of Operations, Secretary
and Treasurer



Kenneth P. Mayeaux holds a Bachelor of Science
in Analytical Management from the U.S. Naval Academy at Annapolis, MD and served as a U.S. Naval Officer in engineering, operations
and logistics positions for over six years.  Following his naval service, Mr. Mayeaux completed advanced business training
at Louisiana State University and attended various Sales and Consulting training courses throughout his career.



Educational background and professional experience
have culminated in Mr. Mayeaux, a results-oriented business executive, who brings over 25 years of highly successful multi-manufacturing
plant operations, project management, financial management, and consulting experience in privately held building materials and
chemical manufacturing, foreign owned, and Fortune 100 companies to Ameritek Ventures.





24









In his capacity as the VP of Operations for
Ameritek Ventures, Mr. Mayeaux brings his extensive plant operations, financial expertise, and management expertise to the company
management team.  Further, Mr. Mayeaux brings his specialized skills in the areas of project oversight, supply chain management,
plant manufacturing operations, plant financial operations, compliance and legal oversight, to facilitate the planned, strategic,
and rapid expansion of Ameritek Ventures in the global, optical fiber marketplace.





Jamie Mayeaux, Director, Controller



Jamie Mayeaux, age 59, holds a Bachelor of
Arts from the University of South Florida in accounting and finance. Throughout her business career, Jamie has owned and managed
several successful privately held businesses, including real estate brokerages, an equipment leasing company, a multi-specialty
health clinic and a financial consulting business. Jamie is adept at identifying and structuring complex domestic and international
financial transactions and sourcing and creating investment opportunities using her extensive financial resources.



Jamie has come to Ameritek Ventures as its
Controller, utilizing her financial and management abilities to oversee all administrative functions of the Company. She has the
ability to develop intricate financial forecasts, evaluate new opportunities, prioritize company expenditures and develop solid
relationships with vendors and external financial service providers. She is adept in keeping management abreast of the financial
health of the company and keeping all regulatory reporting current.





(b) Involvement
in Certain Legal Proceedings.



Our director, executive officer and
control person has not been involved in any of the following events during the past ten years and which is material to an evaluation
of the ability or the integrity of our directors or executive officers:



1. any
bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at
the time of the bankruptcy or within two years prior to that time;



2. any
conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor
offences);



3. being
subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities;



4. being
found by a court of competent jurisdiction (in a civil action), the SEC or the Commodity Futures Trading Commission to have violated
a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated;



5. any
judicial or administrative proceedings resulting from involvement in mail or wire fraud or fraud in connection with any business
entity;



6. Any
judicial or administrative proceedings based on violations of federal or state securities, commodities, banking or insurance laws
and regulations, or any settlement to such actions; and



7. Any
disciplinary sanctions or orders imposed by a stock, commodities or derivatives exchange or other self-regulatory organization.



25







Section 16(a) Beneficial Ownership Reporting
Compliance



Section 16(a) of the Securities Exchange
Act of 1934, as amended (the "Exchange Act"), requires our executive officers and directors, and persons who beneficially
own more than ten percent of our common stock, to file initial reports of ownership and reports of changes in ownership with the
SEC. Executive officers, directors and greater than ten percent beneficial owners are required by SEC regulations to furnish us
with copies of all Section 16(a) forms they file. Based upon a review of the copies of such forms furnished to us and written representations
from our executive officers and directors, we believe that as of the date of this report they were not current in their 16(a) reports.



Board of Directors



Our board of directors currently consists
of three members. Our directors serve one-year terms.



Audit Committee



The company does not presently have
an Audit Committee. No qualified financial expert has been hired because the company is too small to afford such expense.





Committees and Procedures



1. The
registrant has no standing audit, nominating and compensation committees of the Board of Directors, or committees performing similar
functions. The Board acts itself in lieu of committees due to its small size.



2. The
view of the board of directors is that it is appropriate for the registrant not to have such a committee because its directors
participate in the consideration of director nominees and the board and the company are so small.



3. The
members of the Board who acts as nominating committee is not independent, pursuant to the definition of independence of a national
securities exchange registered pursuant to section 6(a) of the Act (15 U.S.C. 78f(a).



4. The
nominating committee has no policy with regard to the consideration of any director candidates recommended by security holders,
but the committee will consider director candidates recommended by security holders.



5. The
basis for the view of the board of directors that it is appropriate for the registrant not to have such a policy is that there
is no need to adopt a policy for a small company.



6. The
nominating committee will consider candidates recommended by security holders, and by security holders in submitting such recommendations.



7. There
are no specific, minimum qualifications that the nominating committee believes must be met by a nominee recommended by security
holders except to find anyone willing to serve with a clean background.





26









8. The
nominating committee's process for identifying and evaluation of nominees for director, including nominees recommended by security
holders, is to find qualified persons willing to serve with a clean backgrounds. There are no differences in the manner in which
the nominating committee evaluates nominees for director based on whether the nominee is recommended by a security holder, or found
by the board.





Code of Ethics



We have not adopted a Code of Ethics
for the Board and any salaried employees.





Limitation of Liability of Directors



Pursuant to the Nevada General Corporation
Law, our Articles of Incorporation exclude personal liability for our Directors for monetary damages based upon any violation of
their fiduciary duties as Directors, except as to liability for any breach of the duty of loyalty, acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law, or any transaction from which a Director receives
an improper personal benefit. This exclusion of liability does not limit any right which a Director may have to be indemnified
and does not affect any Director's liability under federal or applicable state securities laws. We have agreed to indemnify our
directors against expenses, judgments, and amounts paid in settlement in connection with any claim against a Director if he acted
in good faith and in a manner he believed to be in our best interests.





Nevada Anti-Takeover Law and Charter
and By-law Provisions



The anti-takeover provisions of Sections
78.411 through 78.445 of the Nevada Corporation Law apply to Ameritek Ventures. Section 78.438 of the Nevada law prohibits the
Company from merging with or selling more than 5% of our assets or stock to any shareholder who owns or owned more than 10% of
any stock or any entity related to a 10% shareholder for three years after the date on which the shareholder acquired the Ameritek
Ventures shares, unless the transaction is approved by Ameritek Ventures' Board of Directors. The provisions also prohibit the
Company from completing any of the transactions described in the preceding sentence with a 10% shareholder who has held the shares
more than three years and its related entities unless the transaction is approved by our Board of Directors or a majority of our
shares, other than shares owned by that 10% shareholder or any related entity. These provisions could delay, defer or prevent a
change in control of Ameritek Ventures.







27











Item 11. Executive Compensation.



Compensation



The following table sets forth summary
executive compensation information for the fiscal years ended May 31, 2018 and May 31, 2017.



Summary Compensation Table



|     |                    |                       |     | Fiscal Year | Salary | Bonus | Awards | Compen-
        sation | Total
|---- | ------------------ | --------------------- | --- | ----------- | ------ | ----- | ------ | ---------------------- | -----
|Name | Principal Position | Ending
        May 31 | ($) | ($)         | ($)    | ($)   | ($)   



|Clinton L. Stokes III | CEO/Director | 2018 | 0 | 0 | 0 | 0 | 0
|--------------------- | ------------ | ---- | - | - | - | - | -
|Appointed:  6/19/2017 |              | 2017 | 0 | 0 | 0 | 0 | 0



|Kenneth P. Mayeaux    | V.P., Sec., | 2018 | 0 | 0 | 0 | 0 | 0
|--------------------- | ----------- | ---- | - | - | - | - | -
|Appointed:  7/10/2017 | Trea., Dir. | 2017 | 0 | 0 | 0 | 0 | 0



|Jamie Mayeaux         | Controller, | 2018 | 0 | 0 | 0 | 0 | 0
|--------------------- | ----------- | ---- | - | - | - | - | -
|Appointed:  3/12/2018 | Director    | 2017 | 0 | 0 | 0 | 0 | 0



|Hal B. Heyer, M.D.    | Former CEO/ | 2018 | 0 | 0 | 0 | 0 | 0
|--------------------- | ----------- | ---- | - | - | - | - | -
|Appointed:  1/27/2014 | Director    | 2017 | 0 | 0 | 0 | 0 | 0



|Frank William Rycraft, Jr. | Former CEO/ | 2018 | 0 | 0 | 0 | 0 | 0
|-------------------------- | ----------- | ---- | - | - | - | - | -
|Appointed:  3/21/2017      | Director    | 2017 | 0 | 0 | 0 | 0 | 0



We do not maintain key-man life insurance
for our executive officer/director. We do not have any long-term compensation plans or stock option plans.



As of the date hereof, there have been
no grants of stock options to purchase our Common Stock made to the executive officers named in the Summary Compensation Table.



Stock Option Grants



We did not grant any stock options to
the executive officers or directors from inception through the fiscal year end May 31, 2018.



Outstanding Equity Awards



We did not have any outstanding equity
awards to the executive officers or directors from inception through fiscal year end May 31, 2018.





28









Option Exercises



There were no options exercised by our
executive officers or directors from inception through fiscal year end May 31, 2018.



Potential Payments upon Termination
or Change in Control



We have not entered into any compensatory
plans or arrangements with respect to our named executive officer, which would in any way result in payments to such officer because
of his resignation, retirement, or other termination of employment with us or our subsidiaries, or any change in control of, or
a change in his responsibilities following a change in control.



Director Compensation



We did not pay our directors any compensation
during fiscal years ended May 31, 2018 or May 31, 2017.





Item 12. Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters.



The following table presents information,
to the best of our knowledge, about the ownership of our common stock on September 13, 2018 relating to those persons known to
beneficially own more than 5% of our capital stock and by our named executive officer and sole director.



Beneficial ownership is determined in
accordance with the rules of the Securities and Exchange Commission and does not necessarily indicate beneficial ownership for
any other purpose. Under these rules, beneficial ownership includes those shares of common stock over which the stockholder has
sole or shared voting or investment power. It also includes shares of common stock that the stockholder has a right to acquire
within 60 days after September 13, 2018 pursuant to options, warrants, conversion privileges or other right. The percentage ownership
of the outstanding common stock, however, is based on the assumption, expressly required by the rules of the Securities and Exchange
Commission, that only the person or entity whose ownership is being reported has converted options or warrants into shares of Ameritek
Ventures' common stock.







29









The following table sets forth certain
information regarding the beneficial ownership of all shares of the Company’s common stock owned on the Record Date for (i)
each person who owns beneficially more than five percent of the outstanding shares of common stock, (ii) each of our directors
and named executive officers, and (iii) all directors and officers in a group:



|TITLE OF CLASS                             | NAME OF BENEFICIAL OWNER AND POSITION | AMOUNT AND NATURE OF BENEFICIAL OWNERSHIP | PERCENT OF CLASS BEFORE CONVERSION(1) | PERCENT OF CLASS AFTER CONVERSION(2)
|------------------------------------------ | ------------------------------------- | ----------------------------------------- | ------------------------------------- | ------------------------------------
|Common Stock                               | Clinton L. Stokes (3)                 | 19,770,000                                | 57.78%                                | 50.04%                              
|                                           |                                       |                                           |                                       |                                     
|Common Stock                               | Mark Cole (4)                         | 5,100,000                                 | 14.90%                                | 12.91%                              
|                                           |                                       |                                           |                                       |                                     
|                                           |                                       |                                           |                                       |                                     
|Ownership upon conversion of Shareholders' |                                       |                                           |                                      
|preferred stock                            |                                       |                                           |                                       |                                     
|                                           |                                       |                                           |                                       |                                     
|Common Stock                               | Lion Den, LLC (5)                     | 2,450,000                                 | 0.0%                                  | 6.20%                               
|Preferred Stock                            | Lion Den, LLC (5)(7)                  | 24,500                                    | 46.07%                                | 0.0%                                
|                                           |                                       |                                           |                                       |                                     
|Common Stock                               | Legal Beagle Services (6)             | 2,005,000                                 | 0.0%                                  | 5.08%                               
|Preferred Stock                            | Legal Beagle Services(6)(7)           | 20,050                                    | 37.70%                                | 0.0%                                
|                                           |                                       |                                           |                                       |                                     
|DIRECTORS AND OFFICERS AS A GROUP          |                                       |                                           |                                      
|                                           | (1 person)                            | 19,770,000                                | 73.03%                                | 50.04%                              



(1)   Percent of Class based on 34,214,145 shares
before conversion of registered preferred stock.

(2)   Percent of Class based on 39,506,845 shares
after conversion of the 52,927 shares of registered preferred stock.

(3)  Clinton L. Stokes,
1980 Festival Plaza Dr., Suite 530, Las Vegas, NV 89135, is the beneficial
owner of these shares.

(4)  Mark Cole, 9788
Gilespie St., Unit 400, Las Vegas, NV 89113, is the beneficial owner of these shares.

(5) Lion Den, LLC, 18375
Ventura Blvd., #281, Tarzana, CA 91356. Constantina Frial is the beneficial owner who exercised the sole voting and dispositive
powers with respect to the shares owned and has the ultimate voting control over the shares held by this entity.

(6)   Legal Beagle Services, 1825 Imperial Cup
Drive, Las Vegas, Nevada 89117. J. Chad Guidry is the beneficial

owner who exercised
the sole voting anddispositive powers with respect to the shares owned and has the ultimate

voting control over the shares held by
this entity.

(7)   At any time and from time-to-time any holder
of the Preferred Convertible shares may convert any or all of the

shares of Series A Convertible Preferred
Stock held by such holder at the ratio of one hundred (100) shares of

Common Stock for every one (1) share
of Series A Convertible Preferred Stock. However, the beneficial owner of

such Series A Convertible Preferred Stock
cannot not convert their Series A Convertible Preferred stock where

they will beneficially own in excess
of 4.9% of the shares of the Common Stock.



We believe that all persons named have
full voting and investment power with respect to the shares indicated, unless otherwise noted in the table. Under the rules of
the Securities and Exchange Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security
if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to
dispose of or to direct the disposition of such security. Accordingly, more than one person may be deemed to be a beneficial owner
of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire
within 60 days, such as options or warrants to purchase our common stock.



30











Item 13. Certain Relationships and Related Transactions,
and Director Independence.



The Company's Director has contributed
office space for our use for all periods presented. There is no charge to us for the space, and the director will not seek compensation
for the use of this space.



Our officer and director, Mr. Clinton
L. Stokes III can be considered a promoter of Ameritek Ventures in consideration of his participation and managing of the business
of the company.



Item 14. Principal Accountant Fees and Services.



Somerset CPAs, P.C. served as our principal
independent public accountant for reporting fiscal years ending May 31, 2018 and May 31, 2017. The following table shows the fees
that we paid or accrued for the audit and other services provided by Somerset CPAs, P.C.



| |                                  | For the Year Ended May 31, |  | For the Year Ended May 31, | 
| | -------------------------------- | -------------------------- |  | -------------------------- | 
| |                                  | 2018                       |  | 2017                       | 
| | Audit Fees – Somerset CPAs, P.C. | $17,500                    |  | $17,500                    | 
| | Audit-Related Fees               | -                          |  | -                          | 
| | Tax Fees                         | -                          |  | -                          | 
| | All Other Fees                   | -                          |  | -                          | 
| | Total                            | $17,500                    |  | $17,500                    | 



Audit Fees - includes fees billed and
expected to be billed for services performed to comply with Generally Accepted Auditing Standards (GAAS), including the recurring
audit of the Company's financial statements for such period included in this Annual Report on Form 10-K and for the reviews of
the quarterly financial statements included in the Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission.



Audit-Related Fees - this category consists
of fees for assurance and related services by our principal independent registered public accountant that are reasonably related
to the performance of the audit or review of our financial statements and are not reported above under “Audit Fees”.
The services for the fees disclosed under this category include consultations concerning financial accounting and reporting standards.



Tax Fees - this category consists of
fees for professional services rendered by our principal independent registered public accountant for tax compliance, tax advice,
and tax planning.



All Other Fees - this category consists
of fees for services provided by our principal independent registered public accountant other than the services described above.
The Board of Directors has considered whether the provision of non-audit services is compatible with maintaining the principal
accountant’s independence.



31











Audit Committee Policies and Procedures



We do not have an audit committee; therefore
our three directors pre-approve all services to be provided to us by our independent auditor. This process involves obtaining (i)
a written description of the proposed services, (ii) the confirmation of our Principal Accounting Officer that the services are
compatible with maintaining specific principles relating to independence, and (iii) confirmation from our securities counsel that
the services are not among those that our independent auditors have been prohibited from performing under SEC rules. In fiscal
year ending May 31, 2018, all fees paid to Somerset CPAs, P.C.were unanimously pre-approved
in accordance with this policy.





PART IV



Item 15. Exhibits, Financial Statement Schedules.



The following information required under this item is filed
as part of this report:





(a) 1. Financial Statements



|                                                                 | Page
|---------------------------------------------------------------- | ----
|                                                                 |     
|                                                                 |     
|Management's Report on Internal Control Over Financial Reporting | 21  
|Report of Independent Registered Public Accounting Firm          | F-1 
|Balance Sheets                                                   | F-2 
|Statements of Operations                                         | F-3 
|Statements of Stockholders' Equity (Deficit)                     | F-4 
|Statements of Cash Flows                                         | F-5 







(b) 2. Financial Statement Schedules



None.





32









Item 6 – Exhibits



The following exhibits are filed as part of this registration
statement:

| |         |                                                                                                                                                                                       |                | Incorporated by reference
| | ------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | -------------------------
| | Exhibit | Exhibit Description                                                                                                                                                                   | Filed herewith | Form                     
| | 3.1     | Articles of Incorporation, as currently in effect                                                                                                                                     |                | S-1                      
| | 3.2     | Bylaws, as currently in effect                                                                                                                                                        |                | S-1                      
| | 3.3     | Certificate of Amendment                                                                                                                                                              | X              |                          
| |         |                                                                                                                                                                                       |                |                          
| | 10.1    | Promissory Note between Ameritek Ventures and Dan Berger dated May 23, 2011                                                                                                           |                | S-1                      
| | 10.2    | Addendum to Promissory Note for Callable and Convertible Preferred Shares Secured by Ownership Rights in Tooling Mold dated April 13, 2012                                            |                | S-1                      
| | 10.3    | Asset Purchase Agreement                                                                                                                                                              |                | 8-K                      
| | 31.1    | Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                                               | X              |                          
| | 31.2    | Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002. | X              |                          





























33





















SIGNATURES







|                            | Ameritek Ventures
        Registrant |                                                                     
|--------------------------- | ------------------------------------ | --------------------------------------------------------------------
|                            |                                      |                                                                     
|                            |                                      |                                                                     
|Date: 
    October 10, 2018 | /s/ Clinton L. Stokes III            |                                                                     
|                            | Name: Clinton L. Stokes III          |                                                                     
|                            |                                      | Title: Chief Executive Officer
        Principal Executive Officer  
|                            |                                      |                                                                     
|Date: 
    October 10, 2018 | /s/ Kenneth P. Mayeaux               |                                                                     
|                            | Name:  Kenneth P. Mayeaux            |                                                                     
|                            |                                      | Title: Chief Accounting Officer
        Principal Accounting Officer
|                            |                                      |                                                                     



Pursuant to the requirements of the Securities Exchange
Act of 1934, the following persons on behalf of the Registrant and in the capacities and on the dates indicated have signed this
report below.



|Signature                                                 |  | Title                                                       |  | Date            
|--------------------------------------------------------- |  | ----------------------------------------------------------- |  | ----------------
|                                                          |  |                                                             |  |                 
|/s/ Clinton L. Stokes III
        (Clinton L. Stokes III) |  | Chief Executive Officer
        Principal Executive Officer |  | October 10, 2018
|                                                          |  |                                                             |  |                 
|/s/ Kenneth P. Mayeaux
        (Kenneth P. Mayeaux)       |  | Corporate Secretary and
        Chief Accounting Officer    |  | October 10, 2018







34