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U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~ACT~~For OFthe ~~1934~~quarterly period ended September 30, 2023

~~For~~¨ TRANSITION REPORT ~~the~~UNDER ~~quarterly~~SECTION ~~period~~13 ~~ended~~OR ~~June~~15(d) ~~30,~~OF ~~2023~~THE SECURITIES EXCHANGE ACT OF 1934

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE

ACT OF 1934

Commission file number: 000-55809

ELECTRONIC SERVITOR PUBLICATION NETWORK INC.

(Exact name of registrant as specified in its charter)

Delaware		82-1873116
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

400 1ST AVE N., STE. 100 MINNEAPOLIS MN 55401		55401
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (833) 991-0800

Securities registered pursuant to Section 12(b) of the Act: None.

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). Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files).

Yes x No ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 filer	¨	Accelerated filer	¨

Non-accelerated filer	x	Smaller Reporting Company	x

		Emerging growth company	¨

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(1) of the Exchange Act. ¨

Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~August~~November 814, 2023, the Company had 2125,~~416~~476,001 shares of its common stock, par value $.0001 per share, issued and outstanding.

TABLE OF CONTENTS

PART I
Item 1.	Condensed Unaudited Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
	Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
	Statements of Operations for the three and nine months ended September 30, 2023 and 2022 (unaudited)	4
Item 4.	Controls and Procedures	15
	Statements of Changes in Stockholders’ Deficit for the three and nine months ended September 30, 2023 and 2022 (unaudited)	5
	Statements of Cash Flows for the nine months ended September 30, 2023 and 2022 (unaudited)	6
	Notes to Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II
Item 1.	Legal Proceedings	1720
Item 1A.	Risk Factors	1720
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1720
Item 3.	Defaults Upon Senior Securities	1821
Item 4.	Mining Safety Disclosures	1821
Item 5.	Other Information	1821
Item 6.	Exhibits	1921
	Signatures	2022

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ELECTRONIC SERVITOR PUBLICATION NETWORK INC.

INDEX TO FINANCIAL STATEMENTS

Balance Sheets as of June 30, 2023 (unaudited) and December 31, 2022	4
Statements of Operations for the three and six months ended June 30, 2023 and 2022 (unaudited)	5
Statements of Changes in Stockholders’ Deficit for the three and six months ended June 30, 2023 and 2022 (unaudited)	6
Statements of Cash Flows for the six months ended June 30, 2023 and 2022 (unaudited)	7
Notes to Financial Statements (unaudited)	8

ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.

BALANCE SHEETS

	June 30, 2023			December 31, 2022
	September 30, 2023			December 31, 2022
	(Unaudited)	~~(Unaudited)~~
ASSETS
Current assets:
Cash	$	2277,~~050~~667		$	17,139
Total assets	$	2277,~~050~~667		$	17,139
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accruals	$	5560,~~456~~245		$	49,680
Loans payable		~~129~~229,630			52,630
Due to a related party		4924,~~038~~450			50,268
Total current liabilities		~~234~~314,~~124~~325			152,578
Commitments and contingencies		—–			—–
Stockholders’ Deficit:
Preferred stock, $0.0001 par value 19,999,000 shares authorized; no shares issued and outstanding		—–			—–
Series A Preferred stock, $0.0001 par value 1,000 shares authorized; 1,000 shares issued and outstanding		—–			—–
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 21,416,001 shares issued and outstanding		2,142			2,142
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 25,476,001 and 21,416,001 shares issued and outstanding, respectively		2,548			2,142
Additional paid in capital		6,~~516~~899,~~450~~298			6,224,900
Accumulated deficit		(67,~~730~~138,~~666~~504	)		(6,362,481	)
Total Stockholders’ deficit		(~~212~~236,~~074~~658	)		(135,439	)
Total Liabilities and Stockholders’ Deficit	$	2277,~~050~~667		$	17,139

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

ELECTRONIC SERVITOR PUBLICATION NETWORK INC.

STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended June 30,						For the Six Months Ended June 30,
	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2023			2022			2023			2022
Revenue	$	22,500		$	—–		$	2245,~~500~~000		$	—–
Operating expenses:
General and administrative		32312,~~729~~045			111,~~888~~304			42354,~~954~~999			1314,~~547~~851
Professional fees		14,500			2412,000			4964,~~521~~021			4961,000
Stock based compensation		7299,~~395~~054			~~104~~71,~~864~~123			~~291~~390,~~550~~604			~~202~~273,~~299~~422
Total operating expenses		~~119~~425,~~624~~599			~~140~~84,~~752~~427			~~384~~809,~~025~~624			~~264~~349,~~846~~273
Loss from operations		(97403,~~124~~099	)		(~~140~~84,~~752~~427	)		(~~361~~764,~~525~~624	)		(~~264~~349,~~846~~273	)
Other expense:
Interest expense		(34,~~732~~739	)		(1,~~438~~823	)		(611,~~660~~399	)		(13,~~438~~261	)
Total other expense		(34,~~732~~739	)		(1,~~438~~823	)		(611,~~660~~399	)		(13,~~438~~261	)
Loss before provision for income taxes		(~~100~~407,~~856~~838	)		(~~142~~86,~~190~~250	)		(~~368~~776,~~185~~023	)		(~~266~~352,~~284~~534	)
Provision for income taxes		—–			—–			—–			—–
Net loss	$	(~~100~~407,~~856~~838	)	$	(~~142~~86,~~190~~250	)	$	(~~368~~776,~~185~~023	)	$	(~~266~~352,~~284~~534	)
Loss per share, basic and diluted	$	(0.0002	)	$	(0.00	)	$	(0.0203	)	$	(0.0102	)
Weighted average shares outstanding, basic and diluted		21,~~416~~463,~~001~~223			21,416,001			21,~~416~~458,~~001~~714			21,416,001

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

ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.

STATEMENTS OF CHANGES OF STOCKHOLDERS’ DEFICIT

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2023 and 2022

(Unaudited)

									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2022		1,000	$	—–		21,416,001	$	2,142	$	6,224,900	$	(6,362,481	)	$	(135,439	)
Stock option expense		—–		—–		—–		—–		219,155		—–			219,155
Net loss		—–		—–		—–		—–		—–		(267,329	)		(267,329	)
Balance, March 31, 2023		1,000		—–		21,416,001		2,142		6,444,055		(6,629,810	)		(183,613	)
Stock option expense		—–		—–		—–		—–		72,395		—–			72,395
Net loss		—–		—–		—–		—–		—–		(100,856	)		(100,856	)
Balance, June 30, 2023		1,000	$	—–		21,416,001	$	2,142	$	6,516,450	$	(6,730,666	)	$	(212,074	)
Shares issued for services		–		–		4,060,000		406		283,794		–			284,200
Stock option expense		–		–		–		–		99,054		–			99,054
Net loss		–		–		–		–		–		(407,838	)		(407,838	)
Balance, September 30, 2023		1,000	$	–		25,476,001	$	2,548	$	6,899,298	$	(7,138,504	)	$	(236,658	)

									Additional					Total
	Preferred Stock				Common Stock				Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
Balance, December 31, 2021		1,000	$	—–		21,416,001	$	2,~~142~~143	$	5,876,611	$	(5,915,~~231~~232	)	$	(36,478	)
Warrant expense		—–		—–		—–		—–		97,435		—–			97,435
Net loss		—–		—–		—–		—–		—–		(124,094	)		(124,094	)
Balance, March 31, 2022		1,000		—–		21,416,001		2,~~142~~143		5,974,046		(6,039,~~325~~326	)		(63,137	)
Stock option expense		—–		—–		—–		—–		104,864		—–			104,864
Net loss		—–		—–		—–		—–		—–		(142,190	)		(142,190	)
Balance, June 30, 2022		1,000	$	—–		21,416,001	$	2,~~142~~143	$	6,078,910	$	(6,181,~~515~~516	)	$	(100,463	)
Stock option expense		–		–		–		–		71,123		–			71,123
Net loss		–		–		–		–		–		(86,250	)		(86,250	)
Balance, September 30, 2022		1,000	$	–		21,416,001	$	2,143	$	6,150,033	$	(6,267,766	)	$	(115,590	)

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

ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Six Months Ended June 30,
	For the Nine Months Ended September 30,
	2023			2022
Cash flows from operating activities:
Net loss	$	(~~368~~776,~~185~~023	)	$	(~~266~~352,~~284~~534	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock based compensation		~~291~~674,~~550~~804			~~202~~273,~~299~~422
Changes in Operating Assets and Liabilities:
Accounts payable and accruals		510,~~776~~565			2732,408
Net cash used by operating activities		(7090,~~859~~654	)		(3646,~~577~~704	)
Cash flows from Investing activities:		—–			—–
Cash flows from Financing activities:
Proceeds from loans - related party		1517,~~000~~200			27,643
Proceeds from loans payable		77177,000			27,630
Repayment of loans - related party		(1643,~~230~~018	)		—–
Net cash provided by financing activities		75151,~~770~~182			55,273
Net change in cash		460,~~911~~528			188,~~696~~569
Cash, beginning of period		17,139			—–
Cash, end of period	$	2277,~~050~~667		$	188,~~696~~569
Cash Paid For:
Cash paid for interest	$	—–		$	—–
Cash paid for taxes	$	—–		$	—–

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

ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.

NOTES TO UNAUDITED FINANCIAL STATEMENTS

~~JUNE~~SEPTEMBER 30, 2023

NOTE 1 - DESCRIPTION OF BUSINESS AND HISTORY

Description of business

The Company was originally incorporated on May 17, 2017, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 23, 2018, the Certificate of Incorporation of the Company was amended to effect a change in the Company’s name from “Iris Grove Acquisition Corporation” to “CannAssist International Corporation”. On September 28, 2021, the Certificate of Incorporation of the Company was amended a second time to effect a change in the Company’s name from “CannAssist International Corporation” to the name “Electronic Servitor Publication Network, Inc.” The Company’s common stock trades on the OTCQB Venture Market under the stock ticker symbol “XESP,” previously from “CNSC,” effective January 26, 2022. The Company's corporate office is located at 400 1ST Ave N., Ste. 100, Minneapolis, MN 55401. The URL of the Company’s website is https://www.xespn.com. ~~The Company’s telephone number is (833) 991-0800.~~

The Company’s business focuses on driving growth for ~~Brands~~brands through effective digital interactions within current and new communities. The Company’s licensed proprietary technology, the Digital Engagement Engine, utilizes a combination of automation, unique data management, ~~and~~ and a modern workflow built on a microservices architecture to achieve greater reach and lift for content providers.

On July 1, 2021, and effective on October 9, 2021, Mark Palumbo, a former officer and director of the Company, and Forty 7 Select Holdings LLC, an entity controlled by Greg Shockey (who was an existing shareholder of the Company), entered into an agreement pursuant to which Mark Palumbo transferred all of his 1,000 shares of Series A Preferred Stock (representing 100% of the Company’s issued and outstanding Series A Preferred Stock), of the Company to Forty 7 Select Holdings LLC in a private transaction. The Series A Preferred Stock provides the holder thereof the right to vote 60% of the Company’s voting shares on any and all shareholder matters and thereby constituted a change of control of the Company. Further, Mark Palumbo contributed 7,500,000 shares of common stock held by him to the treasury of the Company for cancellation at no cost (the “Contribution”).

On July 23, 2021, the Company entered into a Technology License Agreement with Phitech Management, LLC, an entity controlled by Peter Hager (“Licensor”), to use, market, promote and distribute certain technology relating to content provisioning including the related patent applications, trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice and carry on business in the field of data collection, security and management (the “Technology”). The initial term of the License is 10-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company issues to the Licensor 10,000,000 restricted shares of its common stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s common stock on the trading day prior to the effective date of the License Agreement). On October 9, 2021, at the Closing of the Technology License Agreement, the Company received the License to the Technology and issued Licensor 10,000,000 restricted shares of the Company’s common stock, at a cost basis of $0.25 per share.

On July 23, 2021, the Company and Mark Palumbo entered into an agreement (the “Spin-Off Agreement”) whereby, at the Closing, the Company shall transfer 100% of the issued and outstanding membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo (along with the assets and liabilities associated with the prior business) for nominal consideration as a condition of the Change-in-Control (the “Spin-Off”). Furthermore, at the Closing, that certain Technology License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019 (the “Palumbo License Agreement”) shall be terminated and the Company shall assign all rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement) to Mark Palumbo. On October 9, 2021, at the Closing of the Spin-Off Agreement, the Company transferred 100% of the issued and outstanding membership units of Xceptor LLC to Mark Palumbo (along with the assets and liabilities associated with the prior business) in exchange for nominal consideration, and the Palumbo License Agreement was terminated.

As a result of the transactions described above, the Company is strategically aligning its business to support its mission in becoming the premier content management and distribution platform for content providers in the global markets through the Company’s continued development and acquisitions of publication and monetization products, services, and technologies.

Effective October 9, 2021, as a result of the transactions described above, the business of the Company changed to focus on Electronic Sports Gaming technology and the development of related infrastructure, specifically the development and commercialization of a technology platform specifically designed for the Electronic Sports and Electronic Gaming markets. The platform will provide an omni-channel publishing tool, with talent identity protection and monetization tools provided in line with interaction and media creation services. Further publication and monetization products and services will be developed and acquired to support these efforts.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The Company’s unaudited financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America (“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) and reflect all adjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the financial position, results of operations and cash flows of the Company as of and for the period ending ~~June~~September 30, 2023 and not necessarily indicative of the results to be expected for the full year ending December 31, 2023. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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 revenues and expenses during the reporting period. Actual results could differ from those estimates.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation insurable amount (“FDIC”).

Cash equivalents

The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended ~~June~~September 30, 2023 and December 31, 2022.

Recently issued accounting pronouncements

The Company has implemented all new applicable accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

NOTE 3 - GOING CONCERN

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has ~~limited~~generated ~~revenue~~revenues ~~beginning~~of in$45,000 ~~May~~during the nine months ended September 30, 2023 and had a net loss of $776,023 for the nine months ended September 30, 2023. The Company has an accumulated deficit of $67,~~629~~138,~~810~~504 as of ~~June~~September 30, 2023. The Company’s continuation as a going concern is dependent upon its ability to generate revenue to satisfy its obligations on a timely basis and ultimately to attain profitability. There is no guarantee that the Company’s activities will generate sufficient revenues to sustain its operations, or its ability to sell its services to generate consistent profitability. In order to maintain operations, the Company may have to raise additional capital from equity financing and/or from its officers, directors, or principal stockholders, subject to terms obtainable and satisfactory to the Company. There is no guarantee that the Company will be able to raise additional funds or to do so at an advantageous price. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 4 - NOTES PAYABLE

On May 19, 2022, the Company issued a note payable for $10,000 to a third party. The note matures in one year from the date of issuance and bears interest at 6% per annum. As of ~~June~~ September 30, 2023, there is $~~669~~820 of interest accrued on this note.

On May 20, 2022, the Company issued a note payable for $10,000 to a third party. The note matures one year from the date of issuance and bears interest at 6% per annum. As of September 30, 2023, there is $819 of interest accrued on this note.

On June 10, 2022, the Company issued a note payable for $7,630 to a third party. The note matures 6 months from the date of issuance and bears interest at 10% per annum. As of September 30, 2023, there is $997 of interest accrued on this note.

On October 18, 2022, the Company issued a note payable for $25,000 to a third party. The note matures one year from the date of issuance and bears interest at 8% per annum. As of September 30, 2023, there is $1,901 of interest accrued on this note.

On January 6, 2023, the Company issued a note payable for $15,000 to a third party. The note matured on July 6, 2023, and bears interest at 8.5% per annum. As of September 30, 2023, there is $933 of interest accrued on this note.

On March 13, 2023, the Company issued a note payable for $12,000 to a third party. The note matured on September 13, 2023, and bears interest at 8.5% per annum. As of September 30, 2023, there is $562 of interest accrued on this note.

On May 11, 2023, the Company issued a note payable for $25,000 to a third party. The note matures on May 11, 2024, and bears interest at 8% per annum. As of September 30, 2023, there is $778 of interest accrued on this note.

On May 15, 2023, the Company issued a note payable for $25,000 to a third party. The note matures on May 15, 2024, and bears interest at 8% per annum. As of September 30, 2023, there is $756 of interest accrued on this note.

On September 1, 2023, the Company issued a note payable for $25,000 to a third party. The note matures on September 1, 2024, and bears interest at 8% per annum. As of September 30, 2023, there is $159 of interest accrued on this note.

On September 6, 2023, the Company issued a note payable for $50,000 to a third party. The note matures on September 6, 2024, and bears interest at 8% per annum. As of September 30, 2023, there is $263 of interest accrued on this note.

On September 15, 2023, the Company issued a note payable for $50,000 to a third party. The note matures on September 15, 2024, and bears interest at 8% per annum. As of September 30, 2023, there is $82 of interest accrued on this note.

On May 20, 2022, the Company issued a note payable for $10,000 to a third party. The note matures in one year and bears interest at 6% per annum. As of June 30, 2023, there is $667 of interest accrued on this note.

On June 10, 2022, the Company issued a note payable for $7,630 to a third party. The note matures in 6 months and bears interest at 10% per annum. As of June 30, 2023, there is $805 of interest accrued on this note.

On October 18, 2022, the Company issued a note payable for $25,000 to a third party. The note matures in one year and bears interest at 8% per annum. As of June 30, 2023, there is $1,397 of interest accrued on this note.

On January 6, 2023, the Company issued a note payable for $15,000 to a third party. The note matures on July 6, 2023, and bears interest at 8.5% per annum. As of June 301, 2023, there is $391 of interest accrued on this note.

On March 13, 2023, the Company issued a note payable for $12,000 to a third party. The note matures on September 13, 2023, and bears interest at 8.5% per annum. As of June 30, 2023, there is $305 of interest accrued on this note.

On May 11, 2023, the Company issued a note payable for $25,000 to a third party. The note matures on May 11, 2024, and bears interest at 8% per annum. As of June 30, 2023, there is $274 of interest accrued on this note.

On May 15, 2023, the Company issued a note payable for $25,000 to a third party. The note matures on May 15, 2024, and bears interest at 8% per annum. As of June 30, 2023, there is $252 of interest accrued on this note.

NOTE 5 – RELATED PARTY TRANSACTIONS

During the year ended December 31, 2022, Forty 7 Select Holdings LLC (“Forty 7”) advanced the Company funds, to pay for general operating expenses. Forty 7 is controlled by Greg Shockey, an existing shareholder of the Company. As of ~~June~~September 30, 2023, the balance due to Forty 7 is $347,~~038~~250.

On January 10, 2023, the Company issued a note payable for $15,000 to Forty 7. The note matures on July 10, 2023, and bears interest at 8.5% per annum. As of ~~June~~September 30, 2023, there is is $~~597~~919 of interest accrued on this note.

Refer to Note 7 for options to purchase shares of common stock issued to related parties.

NOTE 6 – PREFERRED STOCK

The Company has designated 1,000 shares of Series A Preferred Stock. The shares of Series A Preferred Stock have a par value of $0.0001 per share. The Series A Preferred Shares do not have a dividend rate or liquidation preference and are not convertible into shares of common stock. Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever.

NOTE 7 – OPTIONS

In the first quarter of 2022, the Company entered into an Employment Agreement with Thomas Spruce, an officer and director of the Company. This Employment Agreement has a term of 2 years and automatically renews for an additional 6-month term unless terminated earlier. This agreement is terminable by each of the parties upon written notice. Under this Employment Agreement, the Company pays a base salary of $1.00 per year and issued options to purchase 500,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of two years and expire 10 years from the date of grant.

Effective April 12, 2022, the Company entered into an Advisory Agreement with Greg Shockey, an affiliate of the Company and service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant.

Effective April 12, 2022, the Company entered into an Advisory Agreement with Danijella Dragas, a third-party service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant. On March 23, 203, the Advisory Agreement was cancelled, thereby terminating Danijella Dragas and forfeiting 60,000 unvested options.

Effective April 12, 2022, the Company entered into an Advisory Agreement with Danijella Dragas, a third-party service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant. On March 23, 2023, the Advisory Agreement was cancelled, thereby terminating Danijella Dragas and forfeiting 60,000 unvested options.

On May 27, 2022, the Company entered into an Addendum to Employment Agreement with Thomas Spruce, which granted Mr. Spruce options to purchase an additional 250,000 restricted shares of the Company’s common stock at a strike price of $0.15 per share. The options vest immediately from the date of the grant and expire 10 years from the date of grant.

On November 16, 2022, the Company entered into an Employment Agreement with Jim Kellogg, which granted Mr. Kellogg options to purchase 300,000 restricted shares of the Company’s common stock at a strike price of $0.10 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant.

On February 1, 2023, the Company entered into an Advisor Agreement with Greg Shockey, which supersedes his previous Advisor Agreement with the Company, whereby, in exchange for business development and strategy consulting, investor relations, and facilitating meetings with targeted investors, as well as other services, the Company agreed to issue Greg Shockey options to purchase 60,000 restricted shares of common stock at signing and an additional 1,200,000 shares of restricted common stock every year thereafter ~~for three years~~.

On February 1, 2023, Peter Hager was appointed as the Company’s President and Chief Executive Officer. Per the terms of the employment agreement, Mr. Hager was granted options to purchase 6,400,000 restricted shares of the Company’s common stock, at the commencement of his initial term of services, for an exercise price $0.06 per share, vesting in installments of 500,000 shares per fiscal quarter with the first vesting date of April 1, 2023 and 1,000,000 options to purchase restricted shares of the Company’s common stock, at the commencement of his first renewal term of service.

On February 1, 2023, Thomas Spruce was appointed as the Company’s Secretary and Chief Operations Officer. Per the terms of the employment agreement Mr. Spruce was granted options to purchase 1,750,000 restricted shares of the Company’s common stock, at the commencement of his initial term of services, for an exercise price $0.06 per share, vesting with respect to the first 250,000 shares on February 1, 2023 and vesting with respect to the remaining 1,500,000 shares in installments of 125,000 shares per fiscal quarter with the first vesting date of April 1, 2023 and 250,000 options to purchase restricted shares of the Company’s common stock, at the commencement of his first renewal term of service.

Options were issued with the following inputs:

Options issued in the six months ended June 30, 2023, with the following inputs:

Options		11,810,000
Share price	$	0.066
Exercise Price	$	0.06
Term		10 years
Volatility		209.39	%
Risk Free Interest Rate		3.39	%
Dividend rate		–

Options		11,810,000
Share price	$	0.066
Exercise Price	$	0.06
Term		10 years
Volatility		209.39	%
Risk Free Interest Rate		3.39	%
Dividend rate		—

Effective September 28, 2023, the Company entered into an Advisory Agreement with Jonathan Sweetser, a third-party service provider. Under this Advisory Agreement, the Company issued options to purchase 3,660,000 restricted shares of the Company’s common stock at a strike price of $0.07 per share. The options vest over a period of 3 years contingent upon service and expire 10 years from the date of grant.

AEffective ~~summary~~September of28, 2023, the ~~status~~Company entered into an Advisory Agreement with Heather Rawls, a third-party service provider. Under this Advisory Agreement, the Company issued options to purchase 100,000 restricted shares of the Company’s ~~outstanding~~ common stock at a strike price of $0.07 per share. The options ~~and~~vest ~~changes~~over a ~~during~~period ~~the~~of 1 year iscontingent ~~presented~~upon ~~below:~~service and expire 10 years from the date of grant.

Schedule of options activity
	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		—		$	—		—	$	—
Granted		2,030,000		$	0.36		10	$	—
Cancelled		(250,000	)	$	—		—	$	—
Exercised		—		$	—		—	$	—
Outstanding at December 31, 2022		1,780,000		$	0.35		9.81	$	—
Granted		11,810,000		$	0.06		10	$	—
Cancelled		(60,000	)	$	—		—	$	—
Exercised		—		$	—		—	$	—
Outstanding at June 30, 2023		13,530,000		$	0.09		9.50	$	—
Exercisable at June 30, 2023		3,280,000		$	0.19		9.23	$	—

Options were issued with the following inputs:

Options		3,760,000
Share price	$	0.07
Exercise Price	$	0.07
Term		10 years
Volatility		172.47	%
Risk Free Interest Rate		4.59	%
Dividend rate		–

Schedule of stock options activity number of shares
Range of Exercise Prices	Number Outstanding 6/30/2023	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
$0.06 – 0.39	13,590,000	9.50 years	$0.09

During the quarter ended September 30, 2023, the Company accounted for 300,000 options that were effective on November 16, 2022. The option has a strike price of $0.10 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant.

Options were issued with the following inputs:

Options		300,000
Share price	$	0.10
Exercise Price	$	0.10
Term		10 years
Volatility		190.439	%
Risk Free Interest Rate		3.67	%
Dividend rate		–

A summary of the status of the Company’s outstanding stock options and changes during the year is presented below:

	Number of Warrants			Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		–		$	–		–	$	–
Granted		2,030,000		$	0.36		10	$	–
Cancelled		(250,000	)	$	–		–	$	–
Exercised		–		$	–		–	$	–
Outstanding at December 31, 2022		1,780,000		$	0.35		9.81	$	–
Granted		15,870,000		$	0.06		9.34	$	–
Cancelled		(60,000	)	$	–		–	$	–
Exercised		–		$	–		–	$	–
Outstanding at September 30, 2023		17,590,000		$	0.09		9.43	$	–
Exercisable at September 30, 2023		4,580,000		$	0.19		9.23	$	–

Range of Exercise Prices		Number Outstanding 9/30/2023		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$0.06 – 0.39		17,590,000		9.43 years		$0.09

NOTE 8 – WARRANTS

A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below:

Schedule of weighted average number of shares
	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Aggregate Intrinsic Value
Outstanding at December 31, 2021		153,503	$	0.25		6.92	$	—–
Granted		—–	$	—–		—–	$	—–
Expired		—–	$	—–		—–	$	—–
Exercised		—–	$	—–		—–	$	—–
Outstanding at December 31, 2022		153,503	$	0.25		5.92	$	—–
Granted		—–	$	—–		—–	$	—–
Expired		—–	$	—–		—–	$	—–
Exercised		—–	$	—–		—–	$	—–
Exercisable at June 30, 2023		153,503	$	0.25		5.67	$	—
Exercisable at September 30, 2023		153,503	$	0.25		5.67	$	–

Schedule of weighted average number of shares
Range of Exercise Prices	Number Outstanding 9/30/2023	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
Range of Exercise Prices	Number Outstanding 6/30/2023	Weighted Average Remaining Contractual Life	Weighted Average Exercise Price
$0.25	153,503	5.18 years	$0.25
$0.06 – 0.39	13,590,000	9.50 years	$0.09

NOTE 9 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that there are no material subsequent events to disclose in these financial statements other than the following.

On October 12, 2023, the Company entered into a revised Stock Option Grant and Stock Option Agreement with Greg Shockey (the “Shockey Grant and Agreement”), in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The Shockey Grant and Agreement supersedes his previous Stock Option Grant and Stock Option Agreement dated April 12, 2023. Pursuant to the terms of the Shockey Grant and Agreement, the Company agreed to issue Greg Shockey options to purchase 3,840,000 shares of the Company’s common stock, with 1,140,000 of the shares vesting on October 12, 2023 and one-ninth (1/9th) of the remaining shares vesting on the first day of each fiscal quarter thereafter, subject to Greg Shockey continuing to be a service provider through each such date.

On October 12, 2023, the Company entered into a revised Stock Option Grant and Agreement with Peter Hager, President and Chief Executive Officer (the “Hager Grant and Agreement”), in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The Hager Grant and Agreement supersedes his previous Stock Option Grant and Agreement dated February 1, 2023. Pursuant to the terms of the Hager Grant and Agreement, the Company agreed to issue Peter Hager options to purchase 6,400,000 shares of the Company’s common stock, with 1,900,000 of the shares vesting on October 12, 2023 and one-ninth (1/9^th) of the remaining shares vesting on the first day of each fiscal quarter thereafter, subject to Peter Hager continuing to be a service provider through each such date.

On October 12, 2023, the Company entered into a new Employment Agreement and Stock Option Grant and Agreement with Thomas Spruce, Chief Operating Officer and sole Director (the “Spruce Employment Agreement and Grant”), in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The Spruce Employment Agreement and Grant supersedes his previous Employment Agreement and Stock Option Grant and Agreement, each dated February 1, 2023. Thomas Spruce’s new Employment Agreement provides a 36-month term of employment from October 12, 2023, under the same compensation terms as the previous Agreement, except that the number of Stock Options granted increased from 500,000 per year to 1,200,000 per year in line with Mr. Spruce’s responsibilities in moving the Company from start-up to being fully operational. Pursuant to the terms of the Spruce Employment Agreement and Grant, the Company agreed to issue Thomas Spruce options to purchase 4,850,000 shares of the Company’s common stock, with 1,550,000 of the shares vesting on October 12, 2023 and one-eleventh (1/11^th) of the remaining shares vesting on the first day of each fiscal quarter thereafter, subject to Thomas Spruce continuing to be a service provider through each such date.

On October 12, 2023, the Company entered into a new Employment Agreement and Stock Option Grant and Agreement with Jim Kellogg, Chief Financial Officer (the “Kellogg Employment Agreement and Grant”), in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The Kellogg Employment Agreement and Grant supersedes his previous Employment Agreement and Stock Option Grant and Agreement dated November 16, 2022. The new Employment Agreement provides a 36-month term of employment from October 12, 2023, under the same compensation terms as the previous Agreement, except that the number of Stock Options granted increased from 300,000 per year to 400,000 per year. Pursuant to the terms of the Kellogg Employment Agreement and Grant, the Company agreed to issue Jim Kellogg options to purchase 1,500,000 shares of the Company’s common stock, with 300,000 of the shares vesting on October 12, 2023 and one-twelfth (1/12^th) of the remaining shares vesting on the first day of each fiscal quarter beginning on January 1, 2024, subject to Jim Kellogg continuing to be a service provider through each such date.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.

Forward Looking Statements

Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:

our future strategic plans

our future operating results;

our business prospects;

our contractual arrangements and relationships with third parties;

the dependence of our future success on the general economy;

our possible future financings; and

the adequacy of our cash resources and working capital.

These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.

Executive Overview

The Company's corporate office is located at 400 1ST Ave N., Ste. 100, Minneapolis, MN 55401. The URL of the Company’s website is https://www.xespn.com. The Company’s telephone number is (833) 991-0800.

The Company’s common stock trades on the OTCQB Venture Market under the stock ticker symbol “XESP.”

The Company anticipates that it would need approximately $1,500,000 over the next 12 months to continue as a going concern, satisfy its capital commitments and continue its operations in accordance with its current business plan. In addition to revenues generated from sales, the Chief Executive Officer and several shareholders may fund the Company’s operations, if needed, during the next 12 months or until the Company can generate an ongoing source of capital sufficient to independently continue its operations.

Although the Company is no longer classified as a development-stage company, it has limited operating history and is expected to experience losses in the near term. The Company’s independent auditors have issued a report raising substantial doubt about the Company’s ability to continue as a going concern.

~~Results of Operation for the Three Months Ended June 30, 2023 and 2022~~16

~~For~~Results ~~the three months ended June 30, 2023, the Company had revenues~~ of ~~$22,500. Revenues are the result of the Company’s first client (the “Client”). The Company is~~Operation ~~delivering~~for ~~services to~~ the ~~Client~~Three ~~related~~Months toEnded ~~computer~~September ~~processing and date preparation. The Client has contracted to use our core managed service which utilizes our proprietary technology stack (the “Digital Engagement Engine”)~~30, ~~that~~2023 ~~processes~~ and ~~programs our clients’ information and data so that it can be provided digitally and dynamically to their target audiences. In comparison, for the three months ended June 30,~~ 2022~~, the Company had revenues of $0.~~

~~Operating~~For ~~expenses were $119,624 for~~ the three ~~months~~ months ended ~~June~~September 30, 2023., ~~Operating~~the ~~expenses~~Company ~~include~~had revenues of $3222,~~729~~500. Revenues are the result of ~~general~~the ~~and~~Company’s ~~administrative~~sole ~~expense,~~client ~~$14,500~~(the of“Client”). The ~~professional~~Company ~~fees,~~is delivering services to the Client related to computer processing and date preparation. The Client has contracted to use ~~$72,395~~our ofcore ~~non-cash~~managed ~~stock-based~~service ~~compensation~~which ~~expense.~~utilizes Inour ~~comparison,~~licensed ~~for~~proprietary ~~the~~technology ~~three~~stack ~~months~~(the ~~ended~~“Digital ~~June~~Engagement 30Engine”), ~~2022,~~that processes ~~operating~~and ~~expenses~~programs ~~were $140,752,~~our ~~including~~clients’ ~~$11,888~~information ofand ~~general~~data so that it can be provided digitally and ~~administrative~~dynamically ~~expense,~~to ~~$24,000~~their oftarget ~~professional~~audiences. In ~~fees~~comparison, ~~and~~for ~~$104~~the three months ended September 30,~~864~~ of2022, ~~non-cash~~the ~~stock-based compensation~~Company ~~expense~~had revenues of $0.

~~For~~Operating expenses were $425,599 for the three months ended ~~June~~September 30, 2023. Operating expenses include $312,045 ~~the Company~~of ~~posted~~general aand ~~net~~administrative ~~loss~~expense, $14,500 of professional fees, and $~~100~~99,~~856,~~054 ~~compared~~of tonon-cash astock-based ~~net~~compensation ~~loss~~expense. ofIn ~~$142~~comparison,~~190~~ for the three months ended ~~June~~September 30, 2022, operating expenses were $84,427, including $1,304 of general and administrative expense, $12,000 of professional fees, and $71,123 of non-cash stock-based compensation expense.

~~Results~~For the three months ended September 30, 2023, the Company posted a net loss of ~~Operation~~$407,838, compared to a net loss of $86,250 for the ~~Six~~three ~~Months Ended~~months ~~June~~ended September 30, ~~2023 and~~ 2022.

~~For~~Results ~~the six months ended June 30, 2023, the Company had revenues~~ of ~~$22,500. As described above, revenues are the result of the Company’s first Client which has contracted to use our~~Operation core managed service which utilizes the Digital Engagement Engine, that processes and programs our clients’ information and data so that it can be provided digitally and dynamically to their target audiences. In comparison, for the ~~six~~Nine ~~months~~Months ~~ended~~Ended ~~June~~September 30, ~~2022, the~~2023 ~~Company~~and ~~had revenues of $0.~~2022

~~Operating~~For ~~expenses were $384,025 for~~ the ~~six~~nine months ended September ~~June~~ 30, 2023., ~~Operating~~the ~~expenses~~Company ~~include~~had ~~$42,954~~revenues of ~~general~~$45,000. ~~and~~As ~~administrative~~described ~~expense~~above, ~~$49,521of~~revenues ~~professional~~are ~~fees,~~the ~~and~~result ~~$291,550~~ of ~~non-cash~~the ~~stock-based~~Company’s ~~compensation~~sole ~~expense.~~Client which Inhas ~~comparison,~~contracted ~~for~~to ~~the~~use ~~six~~our ~~months~~core ~~ended~~managed ~~June~~service ~~30,~~which ~~2022,~~utilizes ~~operating~~the ~~expenses~~Digital ~~were~~Engagement ~~$264~~Engine,~~846, including~~ ~~$13,547~~that ofprocesses ~~general~~and programs our clients’ information and ~~administrative~~data ~~expense,~~so ~~$49,000~~that ofit ~~professional~~can ~~fees,~~be provided digitally and ~~$202~~dynamically to their target audiences. In comparison,~~299~~ offor ~~non-cash~~the ~~stock-based~~nine ~~compensation~~months ~~expense~~ended September 30, 2022, the Company had revenues of $0.

~~For~~Operating expenses were $809,624 for the ~~six~~nine months ended ~~June~~September 30, 2023. Operating expenses include $354,999 ~~the~~of ~~Company posted~~general aand ~~net~~administrative ~~loss~~expense, $64,021 of professional fees, and $~~368~~390,~~185,~~604 ~~compared~~of tonon-cash astock-based ~~net~~compensation ~~loss~~expense. ofIn ~~$266~~comparison,~~284~~ for ~~six~~the nine months ended ~~June~~September 30, 2022, operating expenses were $349,273, including $14,851 of general and administrative expense, $61,000 of professional fees, and $273,422 of non-cash stock-based compensation expense.

~~During~~For the ~~six~~nine months ended September ~~June~~ 30, 2023, the Company ~~used~~posted ~~$70,859~~a ofnet ~~cash~~loss inof ~~operating activities and generated~~ $75368,~~770 in cash from financing activities~~185, ~~and~~compared ~~the~~to ~~Company~~a ~~did~~net ~~not use~~loss orof ~~generate any cash in investing activities. In comparison~~$352,534 for ~~the~~nine ~~six~~ months ended ~~June~~September 30, ~~2022, the Company used $36,577 of cash~~ ~~in operating activities and generated $55,273 in cash from financing activities, and the Company did not use or generate any cash in investing activities~~2022.

14During the nine months ended September 30, 2023, the Company used $90,654 of cash in operating activities and generated $151,182 in cash from financing activities, and the Company did not use or generate any cash in investing activities. In comparison, for the nine months ended September 30, 2022, the Company used $46,704 of cash in operating activities and generated $55,273 in cash from financing activities, and the Company did not use or generate any cash in investing activities.

Liquidity and Capital Resources

The accompanying unaudited condensed financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has generated revenues of 22$45,~~500~~000 during the ~~six~~nine months ended ~~June~~September 30, 2023 and had a net loss of $~~361~~776,~~525~~023 for the ~~six~~nine months ended ~~June~~September 30, 2023. The Company has an accumulated deficit of $67,~~730~~138,~~666~~ 504 as of ~~June~~September 30, 2023. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, through an additional capital raise, the successful development of the Company’s contemplated plan of operations, and its transition to the attainment of continued profitable operations are necessary for the Company to continue operations.

The Company used $7090,~~859~~ 654 of cash from operations for the ~~six~~nine months ended ~~June~~September 30, 2023. Net cash provided by financing activities for the ~~six~~nine months ended September ~~June~~ 30, 2023 was $75151,~~770~~182.

As of ~~June~~September 30, 2023, the Company had $2277,~~050~~667 in cash.

Critical Accounting Estimates and Policies

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 the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

Off-Balance Sheet Arrangements

We have not entered into 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 of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Management evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures are designed at a reasonable assurance level and are effective for the quarterly period ended ~~June~~September 30, 2023.

Changes in Internal Control over Financial Reporting

Over the past year, we have implemented changes to our internal control over financial reporting, including hiring Peter Hager as the Company’s Chief Executive Officer and instituting processes whereby Jim Kellogg, the Company’s Chief Financial Officer, can oversee internal controls. There were no changes in our internal control over financial reporting that occurred during the quarter ended ~~June~~September 30, 2023 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Limitations on Effectiveness of Controls and Procedures

In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.

1619

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

On November 4, 2021, a lawsuit captioned CAMRON ELIZABETH v. MARK PALUMBO et al., Case No. CVPS2106116 was filed in the Superior Court of California, County of Riverside against the Company and certain of the former company’s (CannAssist International Corp.) executive officers (collectively, the “Defendants”). The Plaintiff and the former company (CannAssist International Corp.) entered into a Consulting Agreement dated November 20, 2020 (the “Consulting Agreement”), pursuant to which Plaintiff was engaged to provide certain sales and marketing services to that Company. As a condition of this Consulting Agreement, Plaintiff was paid a monthly fee and was granted restricted shares of the common stock of the former company that were subject to certain vesting conditions tied to Plaintiff’s service under the Consulting Agreement. The Consulting Agreement also contained provisions that enabled the former company to terminate the Consulting Agreement without cause after 10 days’ written notice. In September 2021, the former company exercised its right to terminate the Consulting Agreement because management of the former company at the time of termination was dissatisfied with the quality of Plaintiff’s services under the Consulting Agreement. Specifically, management of the former company at the time of termination received complaints from third parties that Plaintiff behaved inappropriately in meetings where Plaintiff made presentations to potential clients and vendors on behalf of the former company. In contrast, Plaintiff alleges, among other things, that the Defendants improperly misclassified Plaintiff as an independent contractor, that certain of the former company’s executive officers committed sexual harassment and defamation and that Defendants unlawfully terminated Plaintiff. ~~A jury trial has been set for October 27, 2023.~~ The Company believes it should not be a party to the lawsuit since the former company, including its operations, officers, employees, contractors, assets, and liabilities were all spun out as part of or as a result of the Spin Out Agreement dated July 23, 2021, and the Plaintiff never contracted with or was employed by the current Company. A ~~Accordingly,~~jury ~~the~~trial ~~Company~~ has abeen ~~motion to dismiss certain misclassification claims~~ set for ~~hearing~~January ~~on September 11~~19, ~~2023~~2024. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this lawsuit.

Other than as described above, we know of no other material, existing or pending legal proceedings against the Company, nor is it involved as a plaintiff in any material proceeding or pending litigation. Other than as described above, we know of no other proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

~~None~~On September 28, 2023, the Company entered into an Advisory Agreement with Jonathan Sweetser, a third-party service provider. Under this Advisory Agreement, the Company issued options to purchase 3,660,000 restricted shares of the Company’s common stock at a strike price of $0.07 per share. The options vest over a period of 3 years contingent upon service and expire 10 years from the date of grant. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

17On September 28, 2023, the Company entered into an Advisory Agreement with Heather Rawls, a third-party service provider. Under this Advisory Agreement, the Company issued options to purchase 100,000 restricted shares of the Company’s common stock at a strike price of $0.07 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

On September 28, 2023, the Company agreed to issue Elliot Freier, a consultant for the Company, 400,000 shares of the Company’s common stock pursuant to the terms of a Restricted Stock Agreement by and between the Company and Eliot Freier, in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

On September 29, 2023, the Company agreed to issue Laurence Eric Swann, a consultant for the Company, 3,660,000 shares of the Company’s common stock pursuant to the terms of a Restricted Stock Agreement by and between the Company and Laurence Eric Swann, in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINING SAFETY DISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS

No.	Description
10.1	Electronic Servitor Publication Network, Inc. 2023 Equity Incentive Plan, dated as of September 22, 2023 (previously filed on Form 8-K as Exhibit 10.1 and incorporated herein by this reference.)
10.2	Consulting Agreement by and between Electronic Servitor Publication Network, Inc. and Laurence Eric Swann dated September 29, 2023 (previously filed on Form 8-K as Exhibit 99.1 and incorporated herein by this reference.)
10.3	Restricted Stock Agreement by and between Electronic Servitor Publication Network, Inc. and Laurence Eric Swann dated September 29, 2023 (previously filed on Form 8-K as Exhibit 99.2 and incorporated herein by this reference.)
31.1	Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.INS*	XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
101.SCH	XBRL Taxonomy Extension Schema Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL	XBRL Taxonomy Calculation Linkbase Document
101.CAL*	XBRL Taxonomy Calculation Linkbase Document
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	XBRL Taxonomy Label Linkbase Document
101.LAB*	XBRL Taxonomy Label Linkbase Document
101.PRE	XBRL Taxonomy Presentation Linkbase Document
101.PRE*	XBRL Taxonomy Presentation Linkbase Document

19____________

* To be filed by amendment

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ELECTRONIC SERVITOR PUBLICATION NETWORK INC.
Dated: August 14, 2023	By: /s/ Peter Hager Peter Hager Chief Executive Officer
Dated: November 14, 2023	By: /s/ Peter Hager Peter Hager Chief Executive Officer
	By: /s/ Jim Kellogg Jim Kellogg Chief Financial Officer
Dated: November 14, 2023	By: /s/ Jim Kellogg Jim Kellogg Chief Financial Officer

2022

Filing Compare · Electronic Servitor Publication Network, Inc.