UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of

The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~May 2213, ~~2023~~2024

ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.

(Exact name of Registrant as Specified in Its Charter)

Delaware

000-55740

82-1873116

(State or Other Jurisdiction

of Incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

107 CHESTNUT STREET EAST, STE. 100

STILLWATER, MN 55082-5524

(833) 991-0800

(Address, including zip code, and new telephone number, including area code,

of registrant's principal executive offices)

c/o INCORPORATING SERVICES, LTD.

3500 SOUTH DUPONT HWY.

DOVER, DE 19901, USA

Tel. 800-346-4646

(Name, address, including zip code, and telephone number,

Including area code, of agent for service)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	XESP	NONE

ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.

Form 8-K

Current Report

~~Special Note Regarding~~ Forward- Looking Statements

This ~~current~~Current ~~report~~Report ~~contains~~on ~~forward~~Form 8-~~looking~~K ~~statements~~(“Form ~~made~~8-K”) bycontains ~~Electronic~~statements ~~Servitor~~that ~~Publication~~constitute ~~Network,~~“forward-looking ~~Inc~~statements” (within the ~~“Company”).~~meaning ~~These~~of ~~statements~~Section ~~involve~~27A ~~known~~of ~~and~~the ~~unknown~~Securities Act ~~risks~~of 1933, ~~uncertainties~~as amended, and ~~other~~Section ~~factors~~21E ~~that~~of ~~may~~the ~~cause~~Securities ~~our~~Exchange ~~actual~~Act ~~results,~~of ~~performance~~1934, oras ~~achievements~~amended. toAll bestatements, ~~materially~~other ~~different~~than ~~from~~statements ~~any future results,~~of ~~performances,~~present or ~~achievements~~historical ~~expressed~~fact orincluded ~~implied~~in bythis ~~the~~Form ~~forward~~8-~~looking~~K, ~~statements.~~regarding Inthe ~~some~~Company’s ~~cases~~strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. ~~are~~When ~~identified by~~used ~~terms~~in ~~such~~this asForm ~~“anticipates~~8-K,” the words “~~believes~~could,” “~~could~~should,” “~~estimates~~will,” “~~expects~~may,” “~~intends~~believe,” “~~may~~anticipate,” “~~plans~~intend,” “~~potential~~estimate,” “~~predicts~~expect,” “~~projects~~project,” “~~should~~initiatives,” “~~would~~continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements., ~~Forward~~although not all forward-looking statements contain such identifying ~~reflect~~words. ~~the~~These ~~Company~~forward-looking statements are based on management’s current ~~views~~expectations ~~respecting~~and assumptions about future events and are based on ~~assumptions~~currently available information as to the outcome and timing of future events. The forward-looking statements speak only as of the date of this Form 8-K or as of the date they are made. The Company cautions you that these forward-looking statements are subject to numerous risks and uncertainties, most of which are difficult to predict and many of which are beyond the control of the Company. In addition, the Company cautions you that the forward-looking statements contained in this Form 8-K are subject to risks and uncertainties, including but not limited to, any future findings from ongoing review of the Company’s internal accounting controls, additional examination of the preliminary conclusions of such review, the Company’s ability to secure additional capital resources, the Company’s ability to continue as a going concern, and those additional risks and uncertainties discussed under the heading “Risk Factors” in the Form 10-K filed by the Company with the SEC on April 1, 2024 and the other documents filed, or to be filed, by the Company with the SEC. Additional information concerning these and other factors that may impact the operations and projections discussed herein can be found in the reports that the Company has filed and will file from time to time with the SEC. These SEC filings are available publicly on the SEC’s website at www.sec.gov. Should one or more of the risks or uncertainties described in this Form 8-K materialize or should underlying assumptions prove incorrect, actual results and plans could differ materially from those expressed in any forward-looking statements. Except as otherwise required by applicable law, the Company disclaims any duty to update any forward-looking statements, all of which are expressly qualified by the statements in this section, to reflect events or circumstances after the date of this Form 8-K.

~~Also,~~Section ~~forward-looking~~4 ~~statements~~– ~~represent~~Matters ~~the~~Related ~~Company’s estimates and assumptions only as of the date of this report. You should read this report and the documents that the Company references and files as exhibits~~ to ~~this~~Accountants ~~report in their entirety~~ and ~~with~~Financial the understanding that actual future results may be materially different from what the Company expects. Except as required by law, the Company assumes no obligation to update any forward-looking statements publicly, or to update the reasons actual results could differ materially from those anticipated in any forward-looking statements, even if new information becomes available or other events occur in the future.Statements

Item 14.01. ~~Entry~~Changes ~~into~~in aRegistrant’s ~~Material~~Certifying ~~Definitive Agreement.~~Accountant

OnThe financial statements of Electronic Servitor Publication Network, Inc. (the “Company”) for the fiscal years ended December 2231, 2022 and 2023 were audited by BF Borgers CPA PC (“Borgers”). On May 3, 2024, the Securities and Exchange Commission (the “SEC”) announced that it had settled charges against Borgers that it failed to conduct audits of a number of public companies in accordance with the standards of the Public Company ~~entered~~Accounting ~~into~~Oversight Board (the “PCAOB”). As part of the settlement, Borgers agreed to a permanent ~~following~~ban ~~transactions:~~on appearing or practicing before the SEC (the “Order”). As a result of Borgers’ settlement with the SEC, the Company has dismissed Borgers as its independent account because it is no longer authorized to perform audits for the Company.

	1)	An Asset Purchase Agreement (the “Asset Purchase Agreement”) with Phitech Management, LLC, a limited liability company organized under the laws of Minnesota (“Phitech”); and
	2)	An Agreement and Plan of Merger (the “Merger Agreement”) with Pointward Inc., a corporation organized under the laws of Delaware (“Pointward”).

Considering the Order, the Board of Directors of the Company on May 13, 2024, unanimously approved to dismiss Borgers as the Company’s independent registered public accounting firm, effective May 6, 2024. Accordingly, Borgers was dismissed as the Company’s independent registered accounting firm to be effective as of May 6, 2024.

ABorgers ~~brief~~opinion ~~description~~on the Company’s financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of ~~such~~opinion, ~~transactions~~nor iswas ~~provided~~it qualified inor ~~response~~modified as to ~~Item~~uncertainty, 2audit scope, or accounting principles, other than a going concern qualification.~~01.~~

~~Item~~ 2~~.01. Completion of Acquisition or Disposition of Assets.~~

~~The~~During ~~transactions~~the ~~disclosed~~Company’s two inmost ~~response~~recent tofiscal years ended December 31, 2023 and 2022 and the subsequent interim period through May 3, 2024, there were no disagreements, within the meaning of Item 304(a)(1~~.01 include:~~)(iv) of Regulation S-K promulgated under the Exchange Act (i“Regulation S-K”) and the ~~purchase~~related instructions thereto, with Borgers on any matter of ~~assets~~accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of ~~Phitech~~Borgers, bywould have caused it to make reference to the ~~Company;~~subject matter ~~and~~of the disagreements in connection with its reports. Also during this same period, the only reportable events within the meaning of Item 304(iia)(1)(v) of Regulation S-K and the related instructions thereto, were the material weaknesses in the Company’s control ~~merger~~environment ~~with~~and ~~Pointward~~monitoring pursuant to the 2013 Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework, previously ~~whereby~~reported in Item 9A of the Company ~~shall~~’s beAnnual Report on Form 10-K for the ~~surviving~~fiscal ~~corporation~~year ended December 31, 2023, some of which have not yet been remediated.

~~Asset~~Item ~~Purchase~~4.02 ~~Agreement~~Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

~~Pursuant~~(a) toAt ~~the~~this ~~terms of the Asset Purchase Agreement dated December 22~~time, ~~2023,~~ the Company ~~has agreed to pay an aggregate purchase price of Two Million Five Hundred Thousand Dollars ($2,500,000),~~ ~~plus~~is ~~the~~not ~~assumption~~aware of ~~the~~any ~~assumed~~basis ~~liabilities~~to asbelieve ~~defined~~that inany ~~such~~previously ~~Asset~~issued ~~Purchase~~financial ~~Agreement,~~statements ~~for~~should ~~Phitech’s~~not ~~assets,~~be ~~including~~relied ~~its proprietary technology; and,~~ upon ~~consummation~~because of ~~the~~an ~~transaction,~~error ~~the~~in such ~~Company~~financial ~~shall cancel Ten Million (10~~statements. However,~~000,000)~~ ~~shares of~~ the Company~~’s common~~ ~~stock~~continues ~~held~~to byassess ~~Phitech,~~its ~~representing~~financial ~~100%~~statements ofin ~~Phitech’s~~light ~~ownership~~ of the ~~Company,~~events ~~and~~described ~~such shares shall be returned to the~~in ~~Company’s~~Item ~~treasury~~4.01(a) herein.

2Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Agreement~~Resignation ~~and~~of ~~Plan~~Chief ofFinancial ~~Merger~~Officer

~~Following~~On ~~consummation~~May ~~of the Asset Purchase Agreement on December 22~~14, ~~2023~~2024, ~~the~~James ~~Company entered into a Merger Agreement with Pointward. Pursuant to the terms of the Merger Agreement~~Kellogg, the ~~Company~~Chief Financial ~~shall~~Officer be(“CFO”) ~~the surviving corporation and all~~ of the ~~outstanding capital stock of Pointward were converted into shares of the~~ Company~~’s common stock. Accordingly~~, ~~the~~provided ~~Company~~a ~~issued~~letter ~~39,252,000 shares~~ of ~~the~~resignation ~~Company’s~~as ~~common~~CFO ~~stock to the former holders~~ of ~~Pointward and~~ the ~~former stockholders of Pointward (not including any ownership of the~~ Company’s, ~~capital~~effective ~~stock~~as ~~held by such persons prior to the Merger) hold approximately 72%~~ of ~~the~~May ~~outstanding~~14, ~~shares of the Company’s capital stock~~2024.

AsThe ~~former stockholders of Pointward, Peter Hager, Eric Swann, Greg~~foregoing ~~Shockey,~~description ~~and Thomas Spruce received shares~~ of ~~the~~Mr. ~~Company~~Kellogg’s ~~capital~~resignation ~~stock. Peter Hager~~ is ~~the~~qualified ~~Company’s~~in ~~Chief~~its ~~Executive~~entirety ~~Officer. Eric~~by ~~Swann~~reference ~~and~~to ~~Greg~~the ~~Shockey~~text ~~are consultants~~ of the ~~Company.~~Kellogg ~~Thomas~~Resignation ~~Spruce~~Letter filed isas ~~the~~Exhibit ~~Company’s~~17.1 ~~Chief~~and ~~Operations~~incorporated ~~Officer~~herein ~~and~~by ~~director~~reference.

Proprietary Technology

Peter Hager, our Chief Executive Officer, controls both Phitech and Pointward. The Company hired Mr. Hager with the intent of acquiring certain proprietary technology held by Pointward and Phitech. The Company acquired such proprietary technology pursuant to the terms of the Merger Agreement and Asset Purchase Agreement.

Pointward owns intellectual property proprietary to enhance digital user engagement and experience management. Phitech owns proprietary technology including the Digital Engagement Engine and other programs and processes that automate and provide dynamic digital engagement and activation experiences. Phitech utilizes its microservices architecture and workflow sequencing, to enhance content publication, content distribution, and user interaction management.

Item 7.01. Regulation FD Disclosure.

OnAs ~~December~~previously 27disclosed, on ~~2023~~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 ~~December~~certain 28of the former company’s (CannAssist International Corp.) executive officers (collectively, ~~2023~~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 ~~issued~~fee ~~press~~and ~~releases~~was ~~announcing~~granted restricted shares of the ~~transactions~~common ~~disclosed~~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 ~~response~~meetings where Plaintiff made presentations to ~~Item~~potential 1clients and vendors on behalf of the former company.01 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 ~~Item~~defamation 2and that Defendants unlawfully terminated Plaintiff.01 The Company continues to believe 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. The jury trial was held on March 18, 19, 20, 25, and 26. The Final Statement of Decision was issued by the Court on or around April 30, 2024, awarding Plaintiff damages on four of the thirteen causes of action amounting to $208,350 in damages against the Defendants. The Company continues to believe that the lawsuit against it was without merit and, in accordance with a Board of Directors vote held on May 13, 2024, intends to pursue all rights and remedies available to it, including, but not limited to, being indemnified by the former owners of Cannassist International Corp. in accordance with the Spin Out Agreement and ancillary documents thereto; however, there can be no assurance regarding the ultimate outcome.

~~Item 8.01. Other Events.~~3

OnThe ~~December~~information set ~~28,~~forth ~~2023~~in this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the ~~Company~~“Exchange ~~moved~~Act”) ~~its~~or ~~offices and~~otherwise ~~operations~~subject to ~~107~~the ~~Chestnut~~liabilities of ~~Street~~that ~~East~~section, ~~Suite~~nor ~~100~~shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, ~~Stillwater~~as amended, MNor ~~55082-5524~~the Exchange Act, regardless of any general incorporation language in such filing, unless expressly incorporated by reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Certain exhibits listed below are incorporated by reference as so marked with the date and filing with which such exhibits were filed with the Securities and Exchange Commission).

Exhibit No.		Description
17.1		Resignation Letter of James Kellogg, dated May 14, 2024
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Exhibit No.		Description
2.1		Asset Purchase Agreement by and between Electronic Servitor Publication Network, Inc. and Phitech Management, LLC, dated December 22, 2023.
2.2		Agreement and Plan of Merger by and between Electronic Servitor Publication Network, Inc. and Pointward Inc., dated December 22, 2023.
23.1		Consent of Independent Registered Accounting Firm
99.1		Audited Financial Statements of Pointward Inc. for the years ended December 31, 2022 and 2021.
99.2		Press Release issued by Electronic Servitor Publication Network, Inc. dated December 27, 2023.
99.3		Press Release issued by Electronic Servitor Publication Network, Inc. dated December 28, 2023.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
Date: January 2, 2024	By:	/s/ Thomas Spruce
Date: May 17, 2024	By:	/s/ Peter Hager
		Thomas Spruce
		Peter Hager
		Chief Operations Officer
		Chief Executive Officer

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