ITEM 1C. CYBERSECURITY.

Cybersecurity Risk Management and Strategy Disclosure

Risk Management and Strategy

Overview of Cybersecurity Risk Management Processes

The Company is an early-stage digital engagement company with two employees and limited operating history. In light of the Company’s current stage of development, size, and the scope of its operations, the Company has not implemented a formal, stand-alone cybersecurity risk management program or a dedicated cybersecurity framework. The Company does not currently employ a Chief Information Security Officer or other dedicated cybersecurity personnel.

Notwithstanding the absence of a formal program, the Company is mindful of the cybersecurity risks inherent in operating a digital technology business. The Company’s primary technology asset is the Digital Engagement Engine, a proprietary platform built on microservices architecture that is used to provide digital activation and engagement solutions to its business-to-business clients. The Company’s operations rely on cloud-based third-party services and commercially available software tools for communications, data storage, and business operations. The Company relies on the security controls, updates, and patches provided by its third-party technology vendors as a primary component of its operational security posture.

At this stage of the Company’s development, cybersecurity risk considerations are addressed informally by the Company’s executive management on an as-needed basis. Management periodically reviews operational practices with a view toward identifying and mitigating potential risks, including risks arising from cybersecurity threats, as part of its general oversight of business operations. The Company has not adopted formal written policies or procedures specifically governing cybersecurity risk assessment or incident response.

Integration into Overall Risk Management

The Company does not currently maintain a formal enterprise risk management (“ERM”) framework or system. Because the Company’s overall risk management approach is informal and conducted at the executive level given its size, cybersecurity risk considerations are similarly addressed at that level and are not separately integrated into a distinct ERM process. Management considers cybersecurity risks as part of its broader assessment of operational risks facing the Company.

Third-Party Assessors and Consultants

The Company does not currently engage outside assessors, consultants, auditors, or other third parties specifically to assess, test, or otherwise assist with the management of cybersecurity risks. The Company has not obtained a third-party cybersecurity audit or assessment. As the Company’s operations and resources grow, the Company intends to evaluate whether to engage qualified third-party cybersecurity professionals.

Third-Party Service Provider Risks

The Company’s operations depend in part on third-party service providers for cloud-based infrastructure, software, and related technology services. The Company does not currently have formal processes specifically designed to oversee and assess cybersecurity risks associated with its third-party service providers. The Company relies principally on the representations, security practices, and contractual commitments of its third-party vendors with respect to the security of data and systems managed by such vendors. The Company intends to evaluate and, where appropriate, implement vendor security review practices as its business develops.

Material Impact of Cybersecurity Risks and Incidents

To the Company’s knowledge, the Company has not experienced any cybersecurity incidents during the fiscal year ended December 31, 2024, or as of the date of this Annual Report, that have materially affected or are reasonably likely to materially affect the Company’s business strategy, results of operations, or financial condition. There can be no assurance, however, that the Company will not be subject to cybersecurity incidents in the future. Cybersecurity risks and potential incidents, if realized, could adversely affect the Company’s operations, client relationships, intellectual property, and financial results.

Governance

Board of Directors Oversight

The Company’s Board of Directors currently consists of a sole Director, Thomas Spruce, who also serves as Chief Operations Officer, Chief Financial Officer, and Secretary of the Company. The Board of Directors does not have a separate audit committee, risk committee, or cybersecurity committee. As the sole Director, Mr. Spruce is responsible for the oversight of all material risks facing the Company, including risks from cybersecurity threats.

Given the Company’s size and the absence of board-level committees, cybersecurity risk information is communicated to the sole Director through the Company’s executive management team on an informal basis as circumstances warrant. The sole Director reviews and considers cybersecurity risks as part of his broader oversight of the Company’s operational risks and strategic direction.

Management’s Role in Cybersecurity Risk Assessment and Management

Day-to-day responsibility for identifying, assessing, and managing cybersecurity risks rests with the Company’s executive officers, principally Peter Hager, President and Chief Executive Officer, and Thomas Spruce, Chief Operations Officer, Chief Financial Officer, and Secretary. Mr. Hager and Mr. Spruce are responsible for overseeing the Company’s technology operations, vendor relationships, and data management practices, and accordingly exercise primary managerial responsibility over matters that may give rise to cybersecurity risks.

Neither Mr. Hager nor Mr. Spruce holds formal cybersecurity certifications or has dedicated cybersecurity training. Their oversight of cybersecurity risk is conducted in the context of their broader operational and executive responsibilities. The Company does not have management-level committees or positions dedicated exclusively to cybersecurity risk.

Because the Company’s Board of Directors consists solely of Mr. Spruce, who also serves as Chief Operations Officer, the reporting of cybersecurity risk information from management to the Board of Directors occurs within the same person. Mr. Spruce, in his management capacity, monitors operational risks as they arise and, in his capacity as sole Director, exercises board-level oversight of those risks, including any cybersecurity risks or incidents that may be identified.

The Company has not established formal processes for the prevention, detection, mitigation, or remediation of cybersecurity incidents. In the event a potential cybersecurity incident is identified, the Company’s executive officers would assess the nature, scope, and severity of the incident and determine appropriate responsive measures. The Company intends to develop more formalized cybersecurity incident response procedures as its operations and resources develop.

ITEM 2. PROPERTIES.

All operations will occur at Company’s corporate facilities in Minneapolis, MN, located at:

400 1st Ave N., Ste. 100

Minneapolis, MN 55401

or in remote offices of the employees.

Management permits the Company to use these premises at no cost to the Company. Currently, this space is sufficient to meet our needs, however, once we expand our business to a significant degree, we will have to find a larger space. We do not foresee any significant difficulties in obtaining any required additional space. We do not currently own any real property.

ITEM 3. LEGAL PROCEEDINGS.

As previously disclosed, 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”). On April 30, 2024, a Final Statement of Decision was issued pursuant to which the Defendants were found liable. The Company still believes that the lawsuit is without merit and intends to appeal the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this appeal. Furthermore, the Company and Mark Palumbo, the Company’s former Chief Executive Officer, had entered into an indemnification agreement pursuant to which Mr. Palumbo agreed to indemnify the Company for all costs and expenses related to this matter, including, without limitation, costs arising from any judgment against the Company.

On May 30, 2024, the Company filed suit against BF Borgers CPA PC and its owner (“BF Borgers”) in a class action lawsuit captioned Electronic Servitor Publication Network, Inc. v. BF Borgers CPA PC. et al. (the “Class Action Lawsuit”). In August 2025, the Company and BF Borgers agreed to a settlement and the Class Action Lawsuit was subsequently dismissed.

Other than as disclosed 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 during the period of this report. Other than as disclosed 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 during the period of this report.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

As of July 17, 2024, our common stock is listed on the OTC Expert Market under the symbol “XESP.” The OTC Expert Market serves broker-dealer pricing and investor best execution needs. Quotations in Expert Market securities are restricted from public quoting and, as such, there is currently no public market for the Company’s securities.

At such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board. The OTC Bulletin Board is a dealer-driven quotation service. Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible.

As such time as it qualifies, the Company may choose to apply for quotation of its securities on the Nasdaq Capital Market. In general, there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded following a business combination.

Prior to July 17, 2024, our common stock traded on the OTCQB® Venture Market under the symbol “XESP.” Unlike the Nasdaq Stock Market, companies cannot directly apply to be quoted on the OTCQB® Venture Market, only market makers can initiate quotes, and quoted companies do not have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock Market or on a national securities exchange is eligible.

The following quotations reflect the high and low bids for our common shares based on inter-dealer prices, without retail mark-up, mark-down or commission and may not represent actual transactions.

The high and low bid prices of our common stock for the periods indicated below are as follows:

Stockholders

As of December 31, 2024, there were approximately 93 stockholders.

Dividends

We have not paid, nor declared, any cash dividends since our inception and do not intend to declare or pay any such dividends in the foreseeable future. Our ability to pay cash dividends is subject to limitations imposed by state law.

Securities Authorized for Issuance Under Equity Compensation Plans

The 2023 Equity Incentive Plan (the “2023 Equity Incentive Plan”) was approved by the Board on September 22, 2023 and our stockholders on September 27, 2023. Up to 30,000,000 shares of the Company’s common stock may be issued under the 2023 Equity Incentive Plan. Accordingly, the 2023 Equity Incentive Plan is currently in effect and issuances have been made thereunder as described herein. The purposes of the 2023 Equity Incentive Plan are to attract and retain the best available team for positions of substantial responsibility, to provide additional incentive to employees, directors, and consultants, and to enhance the visibility of the Company in the industry and promote the success of the Company’s business, including the growth in value of the Company’s equity and enhancement of long-term stockholder return. The 2023 Equity Incentive Plan provides for the grant of incentive stock options, within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended, to our employees and for the grant of nonstatutory stock options, stock appreciation rights, restricted stock, restricted stock units to our employees, directors, and consultants. The Company granted the following:

Peter Hager

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 Employment Agreement and Grant”), in accordance with the terms of the Company’s 2023 Equity Incentive Plan. The Hager Employment Agreement and Grant supersedes his previous stock option grant and agreement dated February 1, 2023. Pursuant to the terms of the Hager Employment Agreement and Grant, 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.

Thomas Spruce

On October 12, 2023, the Company entered into a new Employment Agreement and Stock Option Grant and Agreement with Thomas Spruce, Chief Operations 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.

Jim Kellogg

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. Jim Kellogg’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 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. Jim Kellogg resigned as the Chief Financial Officer of the Company effective as of May 10, 2024 and forfeited all options previously granted to him.

Gregory Shockey

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 (1/9^th) 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.

Elliot Freier

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.

Laurence Eric Swann

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. Management believes that Mr. Swann’s business and financial consulting services will allow the Company to leverage its new intellectual property.

Recent Sales of Unregistered Securities

None.

ITEM 6. [RESERVED]

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following discussion should be read in conjunction with our audited financial statements and notes to our financial statements included elsewhere in this report. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors discussed elsewhere in this report.

Certain information included herein contains statements that may be considered forward-looking statements, such as statements relating to our anticipated revenues, gross margin and operating results, future performance and operations, plans for future expansion, capital spending, sources of liquidity, and financing sources. This forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future, and accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include those relating to our liquidity requirements, the continued growth of the Company’s industry, the success of our product development, marketing and sales activities, vigorous competition in the construction industry, dependence on existing management, leverage and debt service (including sensitivity to fluctuations in interest rates), domestic or global economic conditions, the inherent uncertainty and costs of prolonged arbitration or litigation, and changes in federal or state tax laws or the administration of such laws.

Overview

Electronic Servitor Publication Network Inc. was 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. The Company is a digital engagement company providing growth for B2B companies through its digital activation and engagement solutions for multiple verticals. The Company’s managed service product is powered by a sophisticated tech stack — the Digital Engagement Engine. The Company’s technology provides intelligent interaction management, dynamic content provisioning, and a logic-driven workflow that creates relevant digital experiences that accelerate an audience from awareness to action — driving growth for client companies.

The Company’s corporate offices are located at 107 Chestnut Street East, Ste. 100, Stillwater, MN 55082-5524. The Company’s website is www.electronicservitor.com. The Company’s telephone number is (833) 991-0800.

The Company’s common stock is listed on the OTC Expert 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.

For the period ended December 31, 2024, the Company’s independent auditors issued a report raising substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon financial support from its principal stockholders, its ability to obtain necessary equity financing, or its ability to sell its services to generate consistent profitability. 

Revenues and Losses

During the year ended December 31, 2024, the Company posted revenues of $105,000. For that same year ended, total operating expenses were $714,512, consisting of general and administrative expenses of $103,824, professional fees of $51,300 and stock-based compensation fees of $559,388. Loss from operations and before other expenses and income taxes totaled $609,512. Other expenses consisted of $25,004 in interest expense. After income tax expense of $0, the Company generated a net loss from continuing operations of $634,516, and a total net loss of $634,516.

Liquidity and Capital Resources

As of December 31, 2024, the Company had total assets of $54,557.

Since its inception, the Company has devoted most of its efforts to business planning, research and development, recruiting management and staff and raising capital. Accordingly, the Company was considered to be in the development stage until it recently began formal operations. The Company generated limited revenues since its inception and there is no assurance of future revenues.

The Company’s proposed activities will necessitate significant uses of capital beyond 2024.

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. In the interim, the Company plans to rely on its primary shareholder to continue his commitment to fund the Company’s continuing operating requirements. Management anticipates a total capital raise of $1,500,000 over the course of the following four consecutive quarters through private placements; provided, however, that the Company will require a minimum of $1,500,000 for the next 12 months to fund its operations, which will be used to fund expenses related to Platform Finalization Costs, Initial Marketing, Furniture, Fixtures, and Equipment, Working Capital, Professional Fees and Licensure and Miscellaneous Development Costs. Management believes that this capital would allow the Company to meet its operating cash requirements and would facilitate the Company’s business of selling and distributing its products. Management also believes that the acquisition of such assets would generate revenue to cover overhead cost and general liabilities of the Company and allow the Company to achieve overall sustainable profitability.

Discussion of the Year Ended December 31, 2024, as compared to the Year Ended December 31, 2023

For the year ended December 31, 2024 had revenue of $105,000. For the year ended December 31, 2023 had revenue of $60,000.

During the year ended December 31, 2024, the Company posted operating expenses from continuing operations of $ 714,512, consisting of general and administrative expenses of $103,824, professional fees of $51,300 and stock-based compensation of $559,388. For the year ended December 31, 2023, the Company posted operating expenses from continuing operations of $872,950, consisting of general and administrative expenses of $174,577, professional fees of $85,721 and stock-based compensation of $612,652.

During the year ended December 31, 2024, the Company posted a net loss of $634,516 from continuing operations for a total net loss for the year of $634,516, compared to a net loss of $830,602 from continuing operations for a total net loss for the year of $830,602 for the year ended December 31, 2023.

During the year ended December 31, 2024, the Company generated $33,876 in cash provided by operating activities, used $7,750 cash in financing activities, and the Company did not use or generate any cash in investing activities. During the year ended December 31, 2024, the Company generated $33,876 in cash provided by operating activities, used $7,750 in cash in financing activities, and the Company did not use or generate any cash in investing activities.

Plan of Operations

Over the next five years, XESP will continue to expand its operations via several different facets of operation. Foremost, the Company will continue to expand its relationships with B2B companies in a broad range of industries. XESP will seek to leverage its successes in managing single growth objectives to manage multiple growth objectives for existing client companies. Also, XESP will continue to expand its Channel Partner program and will establish an Affiliate Referral program.

There is no assurance that the Company’s activities will generate sufficient revenues to sustain its operations without additional capital, or if additional capital is needed, that such funds, if available, will be obtainable on terms satisfactory to the Company. Accordingly, given the Company’s limited cash and cash equivalents on hand, the Company will be unable to implement its business plans and proposed operations unless it obtains additional financing or otherwise is able to generate revenues and profits. The Company may raise additional capital through sales of debt or equity, obtain loan financing or develop and consummate other alternative financial plans. In the interim, the Company plans to rely on its primary shareholder to continue his commitment to fund the Company’s continuing operating requirements. Management anticipates a total capital raise of $1,500,000 over the course of the following four consecutive quarters through private placements; provided, however, that the Company will require a minimum of $1,500,000 for the next 12 months to fund its operations, which will be used to fund expenses related to Platform Finalization Costs, Initial Marketing, Furniture, Fixtures, and Equipment, Working Capital, Professional Fees and Licensure and Miscellaneous Development Costs. Management believes that this capital would allow the Company to meet its operating cash requirements and would facilitate the Company’s business of selling and distributing its products. Management also believes that the acquisition of such assets would generate revenue to cover overhead cost and general liabilities of the Company and allow the Company to achieve overall sustainable profitability. 

Equipment Financing

The Company has no existing equipment financing arrangements.

Revenue

The Company has developed a technology platform that is specifically designed for digital activation and engagement. The platform’s functionality will allow its clients to better engage with their audiences on a global level. The platform will also provide in depth engagement analytics.

Managed Service: XESP bills clients a one-time Onboarding Fee and an ongoing Quarterly Management Fee. Services provided include codifying client business rules and objectives, operating principles, and target audience identification, providing a Gap Analysis, and providing ongoing consultative information on content provisioning, audience capture, audience activation, etc.

Gain Share: In addition to XESP’s Onboarding and Quarterly Management Fees, XESP earns a share of increased client revenues for the targeted service or product.

Channel Partners: XESP bills Channel Partners an ongoing Quarterly Fee. Channel Partners are service entities that promote and utilize XESP technologies as an extension of their services to their clients. Channel partners invoice their clients and manage the relationships.

Alternative Financial Planning

As of December 31, 2024, the Company had cash available of $54,557.

Management anticipates a total capital raise of $1,500,000 over the course of the following four consecutive quarters through private placements. Other than as stated herein, the Company has no alternative financial plans at the moment. If the Company is not able to successfully raise monies as needed through a private placement or other securities offering (including, but not limited to, a primary public offering of securities), the Company’s ability to operate effectively will be severely jeopardized.

The Company does not anticipate that it will generate revenue sufficient to cover its planned operating expenses, and the Company must obtain additional financing in order to develop and implement its business plan and proposed operations. If the Company is not successful in generating sufficient revenues and/or obtaining additional funding to develop its business plan and proposed operations, this could have a material adverse effect on its business, results of operations liquidity and financial condition.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

Critical Accounting Policies

Refer to Note 2 of our financial statements contained elsewhere in this Form 10-K for a summary of our critical accounting policies and recently adopted and issued accounting standards.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a “smaller reporting company”, we have elected not to provide the disclosure required by this item.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The required financial statements are included following the signature page of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

As previously disclosed, the Company had dismissed BF Borgers CPA PC (“Borgers”) as its independent registered accounting firm, effective as of May 6, 2024, because it was no longer authorized to perform audits for the Company.

As previously disclosed, on July 8, 2025, the Company engaged LAO Professionals, Certified Public Accountants, as its independent registered public accounting firm.

ITEM 9A. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our prior principal executive and financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 15d-15(e) of the Securities Exchange Act of 1934, as amended, the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial officer concluded that our disclosure controls and procedures as of the end of the period covered by this report (based on the evaluation of these controls and procedures required by Rule 15d-15(b) of the Exchange Act) were not effective in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms, and (ii) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. As of the end of the period covered by the Report, we had failed to adequately invest in personnel and systems to accumulate, record and properly report on our results of operations.

We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

Management assessed our internal control over financial reporting as of December 31, 2024, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO 2013 Criteria). Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on our assessment, management has concluded that our internal control over financial reporting was not effective, as of the end of the fiscal year, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with generally accepted accounting principles, due to the material weaknesses set forth below.

The following is a summary of our material weaknesses as of December 31, 2024:

Lack of Thorough Controls and Segregation of Duties

The Company has not designed nor maintained effective controls over review of financial information, including cut-off, and there is also a lack of segregation of duties with regard to key treasury and accounting functions. These items contribute to a material weakness in internal control over financial reporting. The Company needs to develop an appropriate control environment, perform a risk assessment, develop control activities, and information, as well as monitoring activities, which we hope to implement over the next 12 months.

This annual report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report. 

Inherent Limitations on Effectiveness of Controls

Internal control over financial reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance, interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel factors. Internal control over financial reporting is a process which 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 management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements on a timely basis, 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. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting (as defined in Rule 15d-15(f) of the Exchange Act) that occurred during the year ended December 31, 2024, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 

ITEM 9B. OTHER INFORMATION.

During the quarter ended December 31, 2024, no director or officer adopted or terminated any Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

The Company has not adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of the Company’s securities by directors, officers, and employees, or the Company itself.

The Company is an early-stage company with two employees. The Company’s Board of Directors consists of a sole Director, Thomas Spruce, who also serves as the Company’s Chief Operations Officer, Chief Financial Officer, and Secretary. The Company does not have a compensation committee, an audit committee, or any other board committee. Given the very limited number of the Company’s directors, officers, and employees, and the early stage of the Company’s development and governance infrastructure, the Company has determined that adoption of a formal written insider trading policy is not practicable or necessary at this time.

The Company’s directors and officers are nonetheless subject to, and are expected to comply with, all applicable insider trading laws and regulations under the Securities Exchange Act of 1934, as amended, including Section 10(b) thereof and Rule 10b-5 promulgated thereunder, as well as the rules and regulations of the Securities and Exchange Commission (the “SEC”). The Company’s executive officers are advised by the Company’s legal counsel with respect to their obligations under applicable securities laws, including restrictions on trading while in possession of material nonpublic information.

The Company anticipates that it will adopt written insider trading policies and procedures when it increases the number of its directors, officers, or employees, or when its governance infrastructure otherwise develops to a level at which such a policy is appropriate and practicable. In the interim, the Company will continue to monitor applicable legal and regulatory requirements and will adopt such policies as required or as otherwise deemed appropriate by the Board of Directors.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

The following table sets forth information regarding the members of the Company’s board of directors and its executive officers:

Peter Hager

Chief Executive Officer and President

Peter Hager, age 55, is a seasoned business executive with 30 years of cross industry leadership experience in executive management, sales, marketing, and technology. He has a track record of success in providing services to Fortune 500 companies, such as United Health Group, Boston Scientific, Johnson & Johnson, Medtronic, Wells Fargo, 3M, Target, Cargill, Land O’ Lakes, and General Mills. Since 2003, Peter Hager served in various roles including as President, CEO, and Chairman of Pointward, Inc. which is a MedTech Customer Engagement Agency. Mr. Hager has also served as past or current director and founding member for multiple technology, professional services, and MedTech organizations, including PhiTech Management, iSight Therapeutics, TeamNet Systems, and Bluestem Technologies. Mr. Hager holds a Bachelor of Arts degree in economics and psychology from Macalester College in Saint Paul, Minnesota.

Thomas Spruce

Chief Operating Officer, Secretary, Chief Financial Officer and sole Director

Thomas Spruce, age 69, is the Chief Operations Officer, Secretary, and sole Director. Mr. Spruce has decades of experience in large corporations, small companies, and start-ups in a variety of sales management, operations management, business development, and consulting roles with product and service businesses. From 2008 to the present, Mr. Spruce has served as the President and CEO of His Speed, Inc., a company that specializes in business management, development, and consulting. Prior to 2008, Mr. Spruce served in management positions at the Principle Pharmacy Group, MediqPRN/Hill-Rom and Owen Healthcare/Cardinal Health, where he managed sales, operations management, business transition, integrated sales, and enterprise account management. Mr. Spruce has a Bachelor of Sciences in Pharmacy from the University of Arkansas, is a Board Member at The Victory Way, has served as Board Chairman of the Dean’s Advisory Council- Western University School of Pharmacy and was a Fellow at the American College of Healthcare Executives.

Director Independence

The Board of Directors has determined that it does not have any independent directors as that term is defined by NASDAQ Marketplace Rule 5605(a)(2). In assessing the independence of the directors, the Board considers any transactions, relationships and arrangements between our Company and our independent directors or their affiliated companies. This review is based primarily on responses of the directors to questions in a director and officer questionnaire regarding employment, business, familial, compensation and other relationships with our Company or our management.

Director Compensation

Aside from stock options disclosed above, directors do not receive any compensation for serving on the Board of Directors.

Committees and Terms

The Board of Directors has not established any committees. The Company will notify its shareholders for an annual shareholder meeting and that they may present proposals for inclusion in the Company’s proxy statement to be mailed in connection with any such annual meeting; such proposals must be received by the Company at least 90 days prior to the meeting. No other specific policy has been adopted in regard to the inclusion of shareholder nominations to the Board of Directors.

Legal Proceedings

As previously disclosed, 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”). On April 30, 2024, a Final Statement of Decision was issued pursuant to which the Defendants were found liable. The Company still believes that the lawsuit is without merit and intends to appeal the lawsuit vigorously; however, there can be no assurance regarding the ultimate outcome of this appeal. Furthermore, the Company and Mark Palumbo, the Company’s former Chief Executive Officer, had entered into an indemnification agreement pursuant to which Mr. Palumbo agreed to indemnify the Company for all costs and expenses related to this matter, including, without limitation, costs arising from any judgment against the Company.

On May 30, 2024, the Company filed suit against BF Borgers CPA PC and its owner (“BF Borgers”) in a class action lawsuit captioned Electronic Servitor Publication Network, Inc. v. BF Borgers CPA PC. et al. (the “Class Action Lawsuit”). In August 2025, the Company and BF Borgers agreed to a settlement and the Class Action Lawsuit was subsequently dismissed.

Other than as disclosed 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 during the period of this report. Other than as disclosed 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 during the period of this report.

Code of Ethics

Our Board of Directors has not adopted a code of ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our Directors or the number of our employees.

Indemnification of Officers, Directors, Employees and Agents

The Certificate of Incorporation and bylaws of the Company provide that the Company shall, to the fullest extent permitted by applicable law, as amended from time to time, indemnify all directors of the Company, as well as any officers or employees of the Company to whom the Company has agreed to grant indemnification.

Section 145 of the Delaware General Corporation Law empowers a corporation to indemnify its directors and officers and to purchase insurance with respect to liability arising out of their capacity or status as directors and officers provided that this provision shall not eliminate or limit the liability of a director (I) for any breach of the director's duty of loyalty to the corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) arising under Section 174 of the Delaware General Corporation Law, or (iv) for any transaction from which the director derived an improper personal benefit.

The Delaware General Corporation Law provides further that the indemnification permitted thereunder shall not be deemed exclusive of any other rights to which the directors and officers may be entitled under the corporation's by-laws, any agreement, vote of shareholders or otherwise.

The effect of the foregoing is to require the Company to indemnify the officers and directors of the Company for any claim arising against such persons in their official capacities if such person acted in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful.

INSOFAR AS INDEMNIFICATION FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933, AS AMENDED, MAY BE PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY PURSUANT TO THE FOREGOING PROVISIONS, IT IS THE OPINION OF THE SECURITIES AND EXCHANGE COMMISSION THAT SUCH INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS THEREFORE UNENFORCEABLE.

Identification of Significant Employees

The Company currently has two employees, not including independent consultants.

Involvement in Certain Legal Proceedings

None of our current directors or executive officers have, during the past ten years:

Except as set forth in our discussion below in “Certain Relationships and Related Transactions, none of our directors, director nominees or executive officers has been involved in any transactions with us or any of our directors, executive officers, affiliates or associates which are required to be disclosed pursuant to the rules and regulations of the SEC.

Committees of the Board

Our Company currently does not have nominating, compensation or audit committees or committees performing similar functions nor does our Company have a written nominating, compensation or audit committee charter. Our Directors believe that it is not necessary to have such committees, at this time, because the Board of Directors can adequately perform the functions of such committees.

Our Company does not have any defined policy or procedural requirements for shareholders to submit recommendations or nominations for Directors. The Board of Directors believes that, given the stage of our development, a specific nominating policy would be premature and of little assistance until our business operations develop to a more advanced level. Our Company does not currently have any specific or minimum criteria for the election of nominees to the Board of Directors and we do not have any specific process or procedure for evaluating such nominees. The Board of Directors will assess all candidates, whether submitted by management or shareholders, and make recommendations for election or appointment.

A shareholder who wishes to communicate with our Board of Directors may do so by directing a written request addressed to our President and Director, at the address appearing on the first page of this filing.

Risk Oversight

Effective risk oversight is an important priority of the Board of Directors. Because risks are considered in virtually every business decision, the Board of Directors discusses risk throughout the year generally or in connection with specific proposed actions. The Board of Directors’ approach to risk oversight includes understanding the critical risks in the Company’s business and strategy, evaluating the Company’s risk management processes, allocating responsibilities for risk oversight among the full Board of Directors, and fostering an appropriate culture of integrity and compliance with legal responsibilities.

Corporate Governance

The Company promotes accountability for adherence to honest and ethical conduct; endeavors to provide full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with the SEC and in other public communications made by the Company; and strives to be compliant with applicable governmental laws, rules and regulations. The Company has not formally adopted a written code of business conduct and ethics that governs the Company’s employees, officers and Directors as the Company is not required to do so.

In lieu of an Audit Committee, the Company’s Board of Directors is responsible for reviewing and making recommendations concerning the selection of outside auditors, reviewing the scope, results and effectiveness of the annual audit of the Company’s financial statements and other services provided by the Company’s independent public accountants. The Board of Directors reviews the Company’s internal accounting controls, practices and policies.

Code of Ethics

Our Board of Directors has not adopted a code of ethics. We anticipate that we will adopt a code of ethics when we increase either the number of our Directors or the number of our employees.

ITEM 11. EXECUTIVE COMPENSATION.

At December 31, 2024, the Company had not paid cash compensation to any executive officer or director; provided, however, the Company entered into the following agreements with executive officers and directors of the Company as follows:

Any stock-incentive based agreement entered into by and between the Company and its employees, directors, and consultants after September 27, 2023, was pursuant to the Company’s 2023 Equity Incentive Plan.

Peter Hager

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 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 (1/9th) 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.

Thomas Spruce

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.

On October 12, 2023, the Company entered into the Spruce Employment Agreement and Grant with Thomas Spruce, Chief Operations Officer and sole Director, 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 (1/11th) 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.

Jim Kellogg

On November 16, 2022, the Company entered into an Employment Agreement with Jim Kellogg, an officer of the Company. The agreement has a term of 1 year and automatically renews for additional 6-month terms unless earlier terminated earlier. This agreement is terminable by each of the parties upon written notice. Under this agreement, the Company pays a base salary of $1.00 per year and the Company issued options to purchase 300,000 restricted shares of the Company’s common stock at a strike price of $0.10 per share, vesting with respect to 25% of the shares after 3 months of continuous service after November 16, 2022 and with respect to 25% of the shares every 3 months thereafter. The options have an expiry date of 10 years from the date of grant.

On October 12, 2023, the Company entered into the Kellogg Employment Agreement and Grant with Jim Kellogg, Chief Financial Officer, 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. Jim Kellogg resigned as the Chief Financial Officer of the Company effective as of May 10, 2024 and forfeited all options previously granted to him.

The Company may choose to pay additional salary or fees to its executive management in the future. Other than the foregoing, there have been no changes in the Company’s compensation policy since the end of the Company’s last fiscal year.

Narrative Disclosure to Summary Compensation Table

Other than as disclosed above, there are no other employment agreements between the Company and its executive officers. The compensation discussed herein addresses all compensation awarded to, earned by, or paid to our named executive officers. There are no other stock option plans, retirement, pension, or profit-sharing plans for the benefit of our officers and directors other than as described herein.

Outstanding Equity Awards at Fiscal Year-End

The aforementioned equity awards were outstanding as of fiscal year-end.

Policies and Practices Regarding the Timing of Equity Award Grants

Award Timing Disclosure

The following disclosure is provided pursuant to Item 402(x) of Regulation S-K, which requires issuers to describe their policies and practices regarding the timing of equity award grants in relation to the disclosure of material nonpublic information (“MNPI”).

Narrative Disclosure

Determination of Grant Timing by the Board of Directors. The Company’s Board of Directors, which currently consists of a sole Director, is responsible for all executive compensation decisions, including the timing and terms of any equity award grants to named executive officers. The Company has not established a formal written policy governing the timing of option or other equity award grants. The sole Director makes grant determinations on a case-by-case basis, taking into account the Company’s stage of development, the applicable terms of the 2023 Equity Incentive Plan, and individual service arrangements. The Company has not adopted a predetermined grant schedule (such as an annual grant cycle or specified grant dates following the close of a fiscal period). Grants made to date have been made at the commencement or renewal of service arrangements and, in certain cases, in connection with revised employment agreements, as described above.

Consideration of Material Nonpublic Information. Because the Company does not have a compensation committee, the sole Director exercises the functions that would otherwise be performed by such a committee. The Company does not have a formal written policy requiring the sole Director to take MNPI into account when determining the timing or terms of equity award grants. Notwithstanding the absence of a formal policy, the Company is committed to compliance with applicable securities laws, including the prohibition on insider trading. The sole Director, in his capacity as the officer responsible for grant decisions, endeavors not to grant equity awards at times when he is in possession of MNPI that has not been publicly disclosed, and endeavors to ensure that grant terms are established without reference to, and are not intended to be affected by, any such information. To the extent practicable, the Company intends that future equity award decisions will take into account any restrictions imposed by applicable insider trading laws and regulations.

Timing of MNPI Disclosure. The Company has not timed, and does not intend to time, the disclosure of MNPI for the purpose of affecting the value of executive compensation, including equity awards. The Company’s disclosure practices are governed by its obligations under the Securities Exchange Act of 1934, as amended, and the rules and regulations of the Securities and Exchange Commission thereunder, and are not coordinated with the timing of equity award grants.

Tabular Disclosure of Awards Granted in Proximity to MNPI Disclosures

The table below sets forth information regarding options granted to each named executive officer during the fiscal year ended December 31, 2024 that were granted during the period commencing four business days before, and ending one business day after, the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that disclosed MNPI (excluding any Form 8-K filed pursuant to Item 5.02(e) disclosing the new material option award itself), in each case as required by Item 402(x)(2) of Regulation S-K.

* No options or other equity awards were granted to any named executive officer during the fiscal year ended December 31, 2024. Accordingly, no tabular disclosure of such awards is required for the fiscal year ended December 31, 2024.

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. The Company’s common stock is listed on the OTC Expert Market under the stock ticker symbol “XESP.” The Company’s corporate office is located at 107 Chestnut St., Suite 100, Stillwater, MN 55082-5542. The URL of the Company’s website is https://www.electronicservitor.com.

The Company is a digital engagement company providing growth for B2B companies through its digital activation and engagement solutions for multiple verticals. The Company’s managed service product is powered by a sophisticated tech stack — the Digital Engagement Engine. The Company’s technology provides intelligent interaction management, dynamic content provisioning, and a logic-driven workflow that creates relevant digital experiences that accelerate an audience from awareness to action — driving growth for client companies.

On December 22, 2023, the Company entered into the following transactions:

Pursuant to the terms of the Asset Purchase Agreement, the Company has agreed to pay an aggregate purchase price of $2,500,000, plus the assumption of the assumed liabilities as defined in such Asset Purchase Agreement, for Phitech’s assets, including its proprietary technology; and, upon consummation of the transaction, the Company shall cancel 10,000,000 shares of the Company’s common stock held by Phitech, representing 100% of Phitech’s ownership of the Company, and such shares shall be returned to the Company’s treasury.

Pursuant to the terms of the Merger Agreement, the Company shall be the surviving corporation and all the outstanding capital stock of Pointward was converted into shares of the Company’s common stock. Accordingly, the Company issued 39,252,000 shares of the Company’s common stock to the former holders of Pointward and the former stockholders of Pointward (not including any ownership of the Company’s capital stock held by such persons prior to the Merger) hold approximately 72% of the outstanding shares of the Company’s capital stock.

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.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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 begun to recognize limited revenue and has an accumulated deficit of $7,829,199 as of December 31, 2024. 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. 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 uncertainties.

NOTE 4 – NOTES PAYABLE

On May 19, 2022, the Company issued a note payable for $10,000 to a third party. The note matured one year from the date of issuance and bears interest at 6% per annum. As of December 31, 2024 and 2023, there is $1,576 and $972 of interest accrued on this note, respectively. This note is currently in default.

On May 20, 2022, the Company issued a note payable for $10,000 to a third party. The note matured one year from the date of issuance and bears interest at 6% per annum. As of December 31, 2024 and 2023, there is $1,575 and $970 of interest accrued on this note, respectively. This note is currently in default.

On June 10, 2022, the Company issued a note payable to a third party for $7,630. The note matured 6 months from the date of issuance and bears interest at 10% per annum. As of December 31, 2024 and 2023, there is $1,959 and $1,189 of interest accrued on this note, respectively. This note is currently in default.

On October 18, 2022, the Company issued a note payable for $25,000 to a third party. The note matured one year from the date of issuance and bears interest at 8% per annum. As of December 31, 2024 and 2023, there is $4,422 and $2,405 of interest accrued on this note, respectively. This note is currently in default.

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 December 31, 2024 and 2023, there is $2,540 and $1,254 of interest accrued on this note, respectively. This note is currently in default.

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 December 31, 2024 and 2023, there is $1,847 and $819 of interest accrued on this note, respectively. This note is currently in default.

On May 11, 2023, the Company issued a note payable to a third party for $25,000. The note matured on May 11, 2024, and bears interest at 8% per annum. As of December 31, 2024 and 2023, there is $3,299 and $1,282 of interest accrued on this note, respectively. This note is currently in default.

On May 15, 2023, the Company issued a note payable for $25,000 to a third party. The note matured on May 15, 2024, and bears interest at 8% per annum. As of December 31, 2024 and 2023, there is $3,277 and $1,260 of interest accrued on this note, respectively. This note is currently in default.

On September 1, 2023, the Company issued a note payable to a third party for $25,000. The note matured on September 1, 2024, and bears interest at 8% per annum. As of December 31, 2024 and 2023, there is $2,679 and $663 of interest accrued on this note, respectively. This note is currently in default.

On September 6, 2023, the Company issued a note payable for $50,000 to a third party. The note matured on September 6, 2024, and bears interest at 8% per annum. As of December 31, 2024 and 2023, there is $5,304 and $1,271 of interest accrued on this note, respectively. This note is currently in default.

On September 15, 2023, the Company issued a note payable for $50,000 to a third party. The note matured on September 15, 2024, and bears interest at 8% per annum. As of December 31, 2024 and 2023, there is $2,603 and $586 of interest accrued on this note, respectively. This note is currently in default.

NOTE 5 – RELATED PARTY TRANSACTIONS

Forty 7 Select Holdings LLC (“Forty 7”) has 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 December 31, 2024 and 2023, the balance due to Forty 7 is $15,000 and $15,000, respectively.

On January 10, 2023, the Company issued a note payable for $15,000 to Forty 7. The note matured on July 10, 2023, and bears interest at 8.5% per annum. As of December 31, 2024 and 2023, there is $2,526 and $1,240 of interest accrued on this note, respectively. This note is currently in default.

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

On December 22, 2023, the Company entered into the following transactions:

Asset Purchase Agreement

Pursuant to the terms of the Asset Purchase Agreement dated December 22, 2023, the Company has agreed to pay an aggregate purchase price of $2,500,000, plus the assumption of the assumed liabilities as defined in such Asset Purchase Agreement, for Phitech’s assets, including its proprietary technology; and, upon consummation of the transaction, the Company shall cancel 10,000,000 shares of the Company’s common stock held by Phitech, representing 100% of Phitech’s ownership of the Company, and such shares shall be returned to the Company’s treasury.

Agreement and Plan of Merger

Following consummation of the Asset Purchase Agreement on December 22, 2023, the Company entered into a Merger Agreement with Pointward. Pursuant to the terms of the Merger Agreement, the Company shall be the surviving corporation and all the outstanding capital stock of Pointward was converted into shares of the Company’s common stock. Accordingly, the Company issued 39,252,000 shares of the Company’s common stock to the former holders of Pointward and the former stockholders of Pointward (not including any ownership of the Company’s capital stock held by such persons prior to the Merger) hold approximately 72% of the outstanding shares of the Company’s capital stock.

As former stockholders of Pointward, Peter Hager, Eric Swann, Greg Shockey, and Thomas Spruce received shares of the Company’s capital stock. Peter Hager is the Company’s Chief Executive Officer. Eric Swann and Greg Shockey are consultants of the Company. Thomas Spruce is the Company’s Chief Financial Officer and Chief Operations Officer and director.

Peter Hager, our CEO, controls both Phitech and Pointward and as a result the transaction with Pointward has been accounted for as a common control merger. As a result, the assets and liabilities assumed were recorded on the Company’s financial statements at their respective carry-over basis. Under ASC 805, “Business Combinations,” the Company recorded the common control merger as of the earliest date presented in these financial statements, or December 31, 2023.

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

Greg Shockey

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 vested over a period of one year 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.

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 (1/9^th) 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.

Danijella Dragas

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.

Thomas Spruce

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 two 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.

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 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.

On October 12, 2023, the Company entered into a new Employment Agreement and Stock Option Grant and Agreement with Thomas Spruce, Chief Operations 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.

Jim Kellogg

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 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.

Jim Kellogg resigned as the Chief Financial Officer of the Company effective as of May 10, 2024 and forfeited all options previously granted to him.

Peter Hager

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 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.

The February 1, 2023 Options were issued with the following inputs:

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 60,000 restricted shares of the Company’s common stock upon signing and 1,200,000 shares per year over the next three years. The options were issued 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.

Effective 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.

Options were issued with the following inputs:

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:

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

NOTE 8 – WARRANTS

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

NOTE 9 – INCOME TAX

The Company accounts for income taxes in accordance with ASC 740, Income Taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, as well as operating loss carryforwards. Deferred tax assets are reduced by a valuation allowance when management determines that it is more likely than not that some or all of the deferred tax assets will not be realized.

For the years ended December 31, 2024 and 2023, the Company incurred losses before income taxes and recorded no provision or benefit for federal or state income taxes. The Company's effective tax rate differed from the statutory federal rate primarily due to the establishment and maintenance of a full valuation allowance against deferred tax assets.

Income Tax Rate Reconciliation

Deferred Tax Assets

At December 31, 2024 and 2023, the Company had federal net operating loss carryforwards of approximately $3,583,000 and $2,949,000, respectively, available to offset future taxable income. Certain net operating losses generated after 2017 may be carried forward indefinitely; however, utilization may be limited to 80% of taxable income in any future year. In addition, utilization of the Company's net operating loss carryforwards may be subject to limitation under Section 382 of the Internal Revenue Code in the event of certain ownership changes.

Management has evaluated the realizability of the deferred tax assets and has concluded that a full valuation allowance is required as of December 31, 2024 and 2023 because it is more likely than not that the deferred tax assets will not be realized through future taxable income.

The Company recognizes interest and penalties related to uncertain tax positions as a component of income tax expense. As of December 31, 2024 and 2023, the Company had no unrecognized tax benefits and had not accrued any interest or penalties related to uncertain tax positions. Tax years generally remain subject to examination by federal and state taxing authorities for all years since inception.

NOTE 10 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, Subsequent Events, 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.