XESP 8-K
Electronic Servitor Publication Network, Inc. (XESP)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
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(Address, including zip code, and new telephone number, including area code,
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c/o INCORPORATING SERVICES, LTD.
3500 SOUTH DUPONT HWY.
DOVER, DE 19901, USA
Tel. 800-346-4646
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Including area code, of agent for service)
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ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
Form 8-K
Current Report
Forward Looking Statements
This Current Report on Form 8-K (“Form 8-K”) contains statements that constitute “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of present or historical fact included in this Form 8-K, regarding the Company’s strategy, future operations, prospects, plans and objectives of management, are forward-looking statements. When used in this Form 8-K, the words “could,” “should,” “will,” “may,” “believe,” “anticipate,” “intend,” “estimate,” “expect,” “project,” “initiatives,” “continue,” the negative of such terms and other similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain such identifying words. These forward-looking statements are based on management’s current expectations and assumptions about future events and are based on 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.
Section 4 – Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant’s Certifying Accountant
The financial statements of Electronic Servitor Publication Network, Inc. (the “Company”) for the fiscal years ended December 31, 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 Accounting Oversight Board (the “PCAOB”). As part of the settlement, Borgers agreed to a permanent ban 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.
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.
Borgers opinion on the Company’s financial statements for the two most recent fiscal years did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope, or accounting principles, other than a going concern qualification.
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During the Company’s two most recent fiscal 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)(iv) of Regulation S-K promulgated under the Exchange Act (“Regulation S-K”) and the related instructions thereto, with Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Borgers, would have caused it to make reference to the subject matter of the disagreements in connection with its reports. Also during this same period, the only reportable events within the meaning of Item 304(a)(1)(v) of Regulation S-K and the related instructions thereto, were the material weaknesses in the Company’s control environment and monitoring pursuant to the 2013 Committee of Sponsoring Organizations of the Treadway Commission (COSO) framework, previously reported in Item 9A of the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023, some of which have not yet been remediated.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.
(a) At this time, the Company is not aware of any basis to believe that any previously issued financial statements should not be relied upon because of an error in such financial statements. However, the Company continues to assess its financial statements in light of the events described in Item 4.01(a) herein.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Resignation of Chief Financial Officer
On May 14, 2024, James Kellogg, the Chief Financial Officer (“CFO”) of the Company, provided a letter of resignation as CFO of the Company, effective as of May 14, 2024.
The foregoing description of Mr. Kellogg’s resignation is qualified in its entirety by reference to the text of the Kellogg Resignation Letter filed as Exhibit 17.1 and incorporated herein by reference.
Item 7.01. Regulation FD Disclosure.
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”). The Plaintiff and the former company (CannAssist International Corp.) entered into a Consulting Agreement dated November 20, 2020 (the “Consulting Agreement”), pursuant to which Plaintiff was engaged to provide certain sales and marketing services to that Company. As a condition of this Consulting Agreement, Plaintiff was paid a monthly fee and was granted restricted shares of the common stock of the former company that were subject to certain vesting conditions tied to Plaintiff’s service under the Consulting Agreement. The Consulting Agreement also contained provisions that enabled the former company to terminate the Consulting Agreement without cause after 10 days’ written notice. In September 2021, the former company exercised its right to terminate the Consulting Agreement because management of the former company at the time of termination was dissatisfied with the quality of Plaintiff’s services under the Consulting Agreement. Specifically, management of the former company at the time of termination received complaints from third parties that Plaintiff behaved inappropriately in meetings where Plaintiff made presentations to potential clients and vendors on behalf of the former company. In contrast, Plaintiff alleges, among other things, that the Defendants improperly misclassified Plaintiff as an independent contractor, that certain of the former company’s executive officers committed sexual harassment and defamation and that Defendants unlawfully terminated Plaintiff. 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.
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The information set forth 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 “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or 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
| 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) |
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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.
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ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
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| Date: May 17, 2024 | By: | /s/ Peter Hager |
| Peter Hager | ||
| Chief Executive Officer | ||
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Exhibit 17.1
RESIGNATION OF CHIEF FINANCIAL OFFICER
I, James Kellogg, hereby resign as Chief Financial Officer of Electronic Servitor Publication Network, Inc., a Delaware corporation (the “Company”), effective May 14, 2024. My resignation is not the result of any disagreement with the Company’s operations, policies or practices.
DATED: May 14, 2024
/s/ James Kellogg
James Kellogg