XESP 10-K

Electronic Servitor Publication Network, Inc. (XESP)

10-K 2022-04-12 For: 2021-12-31

View Original

Added on August 18, 2026

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	x	Smaller reporting company	x
		Emerging growth company	x

PART I
ITEM 1. BUSINESS	3
ITEM 1A. RISK FACTORS	14
ITEM 1B. UNRESOLVED STAFF COMMENTS	14
ITEM 2. PROPERTIES	14
ITEM 3. LEGAL PROCEEDINGS	15
ITEM 4. MINE SAFETY DISCLOSURES	15
PART II
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	15
ITEM 6. SELECTED FINANCIAL DATA	16
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	17
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	21
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	21
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	21
ITEM 9A. CONTROLS AND PROCEDURES	21
ITEM 9B. OTHER INFORMATION	22
PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	23
ITEM 11. EXECUTIVE COMPENSATION	27
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	29
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE	30
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES	32
PART IV
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES	34

OTCQB® Venture Market ^{(1) (2)}
Quarter Ended	High	Low
September 30, 2020	$0.25	$0.25
December 31, 2020	$0.30	$0.299
March 31, 2021	$0.99	$0.20
June 30, 2021	$0.50	$0.226
September 30, 2021	$0.50	$0.15
December 31, 2021	$0.75	$0.16

Name	Age	Position	Year Commenced
Anthony Sanneh	50	Chief Executive Officer, Chief Financial Officer and Secretary	2021

Thomas Spruce	66	President, Chief Operating Officer and sole Director	2022

	Common Shares		Percentage
	Owned		Of Class (1)


Anthony Sanneh (2)(3)		0		0	%
Chief Executive Officer, Chief Financial Officer and Secretary,

Thomas Spruce (2)(3)(4)		15,000		0.07	%
President, Chief Operating Officer and Director

Mark Palumbo (5) (6)		2,300,000		10.73	%
Former Chief Executive Officer, Secretary, Treasurer and Director

Marla Palumbo (5) (6)		1,200,000		5.60	%
Former President

Phitech Management LLC (2) (7)		10,000,000		46.69	%
>5% Common Stock Shareholder

	Series A Preferred Shares Owned		Percentage of Class (1)
Forty 7 Select Holdings LLC (2) (3) (4)		1,000		100	%
>5% Series A Preferred Stock Shareholder

3.1	Certificate of Incorporation (previously filed on Form 10-12G on January 18, 2017 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.)

3.2	By-laws (previously filed on Form 10-12G on January 18, 2017 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.)

3.3	Amendment to Certificate of Incorporation (previously filed on Form S-1 on October 22, 2018 as the same exhibit number as the exhibit number listed here, and incorporated herein by this reference.)

3.4	Series A Certificate of Designation filed with the Secretary of State of Delaware on May 6, 2019 (filed on Form 8-K on March 30, 2020) as Exhibit 3.4)

3.5	Amendment to Certificate of Incorporation (previously filed on Form 8-K on October 12, 2021 as an exhibit and incorporated herein by this reference.)

10.1	Technology License Agreement between the Company and Phitech Management LLC (previously filed on Form 8-K on July 28, 2021 as an exhibit, and incorporated herein by this reference.)

10.2	Spin Off Agreement between the Company and Mark Palumbo (previously filed on Form 8-K on July 28, 2021 as an exhibit, and incorporated herein by this reference.)

31.1*	Rule 15d-14(a) Certification by Principal Executive Officer

31.2*	Rule 15d-14(a) Certification Principal Financial Officer

32.1*	Section 1350 Certification of Principal Executive Officer and Principal Financial Officer

	ELECTRONIC SERVITOR PUBLICATION NETWORK INC.

	By:	/s/ Thomas Spruce
		Title: President (Principal Executive Officer)

	By:	/s/ Anthony Sanneh
		Title: Chief Financial Officer (Principal Financial Officer)

	By:	/s/ Anthony Sanneh
		Title: Chief Financial Officer (Principal Accounting Officer)

	By:	/s/ Thomas Spruce
	Title:	President (Principal Executive Officer)

	By:	/s/ Anthony Sanneh
	Title:	Chief Financial Officer (Principal Financial Officer)

	By:	/s/ Anthony Sanneh
	Title:	Chief Financial Officer (Principal Accounting Officer)

Signature	Capacity	Date

/s/ Thomas Spruce	Director	April 12, 2022

Report of Independent Registered Public Accounting Firm	F-1
(PCAOB ID 5041)

Balance Sheets as of December 31, 2021 and 2020	F-2

Statements of Operations for the years ended December 31, 2021 and 2020	F-3

Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2021 and 2020	F-4

Statements of Cash Flows for the years ended December 31, 2021 and 2020	F-5

Notes to Financial Statements	F-6

	December 31, 2021			December 31, 2020
ASSETS
Current assets:
Assets of discontinued operations	$	—		$	257,474

Total assets	$	—		$	257,474

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable and accruals	$	13,853		$	—
Due to a related party		22,625			—
Liabilities of discontinued operations		—			335,473
Total current liabilities		36,478			335,473

Commitments and contingencies		—			—

Stockholders’ Deficit:
Preferred stock, $0.0001 par value 19,999,000 shares authorized; no shares issued and outstanding		—			—
Series A Preferred stock, $0.0001 par value 1,000 shares authorized; 1,000 shares issued and outstanding		—			—
Common Stock, $0.0001 par value, 100,000,000 shares authorized; 21,416,001 and 18,775,000 issued and outstanding, respectively		2,143			1,878
Additional paid in capital		5,876,611			3,253,525
Accumulated deficit		(5,915,232	)		(3,333,402	)
Total Stockholders’ deficit		(36,478	)		(77,999	)

Total Liabilities and Stockholders’ Deficit	$	—		$	257,474


	For the Years Ended December 31,
	2021			2020
Operating expenses:
General and administrative	$	11,033		$	—
Professional fees		25,445			—
Licensing expense		2,500,000			—
Total operating expenses		2,536,478			—

Loss from operations		(2,536,478	)		—

Other income:
Gain from spinoff of assets and liabilities		120,725			—
Total other income		120,725			—

Loss before provision for income taxes		(2,415,753	)		—
Provision for income taxes		—			—

Net loss from continuing operations		(2,415,753	)		—
Net loss from discontinued operations		(166,076	)		(2,910,890	)

Net loss	$	(2,581,829	)	$	(2,910,890	)

Loss per share, basic and diluted, from continuing operations	$	(0.14	)	$	—
Loss per share, basic and diluted, from discontinued operations	$	(0.01	)	$	(0.16	)
Loss per share, basic and diluted	$	(0.15	)	$	(0.16	)

Weighted average shares outstanding, basic and diluted		17,719,642			18,460,836

											Additional						Total
	Preferred Stock				Common Stock						Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares			Amount			Capital		Deficit			Deficit
Balance, December 31, 2019		—	$	—		18,435,000		$	1,844		$	358,317	$	(422,512	)	$	(62,351	)
Common stock issued for services		—		—		280,000			28			69,972		—			70,000
Common stock issued for debt conversion		—		—		60,000			6			14,994		—			15,000
Preferred stock issued for change of control		1,000		—		—			—			2,765,250		—			2,765,250
Warrants issued		—		—		—			—			24,992		—			24,992
Net loss		—		—		—			—			—		(2,910,890	)		(2,910,890	)
Balance, December 31, 2020		1,000		—		18,775,000			1,878			3,253,525		(3,333,402	)		(77,999	)
Common stock issued for services		—		—		75,000			7			6,743		—			6,750
Common stock issued for debt conversion		—		—		58,000			6			14,494		—			14,500
Common stock units sold for cash		—		—		8,001			1			1,999		—			2,000
Shares cancelled – related party		—		—		(7,500,000	)		(750	)		750		—
Contributed capital – related party		—		—		—			—			100,100		—			100,100
Common stock issued for licensing agreement		—		—		10,000,000			1,000			2,499,000		—			2,500,000
Net loss		—		—		—			—			—		(2,581,829	)		(2,581,829	)
Balance, December 31, 2021		1,000	$	—		21,416,001		$	2,142		$	5,876,611	$	(5,915,231	)	$	(36,478	)

Warrants		2,667
Share price	$	0.25
Exercise Price	$	0.50
Term		5 years
Volatility		109.15	%
Risk Free Interest Rate		.62	%
Dividend rate		-

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contract Term		Aggregate Intrinsic Value
Outstanding at December 31, 2019		-		-		-
Granted		150,836	$	0.25		7.97	$	-
Expired		-	$	-		-	$	-
Exercised		-	$	-		-	$	-
Outstanding at December 31, 2020		150,836	$	0.25		7.97	$	-
Granted		2,667	$	0.25		5.00	$	-
Expired		-	$	-		-	$	-
Exercised		-	$	-		-	$	-
Outstanding at December 31, 2021		153,503	$	0.25		6.92	$	-
Exercisable at December 31, 2021		153,503	$	0.25		6.92	$	-

Range of Exercise Prices		Number Outstanding 12/31/2021		Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$0.25		153,503		6.92 years		$0.25

	2021			2020
Federal income tax benefit attributable to:
Current operations	$	529,000		$	611,300
Less: valuation allowance		(529,000	)		(611,300	)
Net provision for Federal income taxes	$	—		$	—

	2021			2020
Deferred Tax Assets:
NOL Carryover	$	1,242,000		$	700,000
Less valuation allowance		(1,242,000	)		(700,000	)
Net deferred tax assets	$	—		$	—


	For the years ended December 31,
	2021			2020
Revenue - discontinued operations	$	515,500		$	1,137,865
Cost of revenue - discontinued operations		322,820			766,763
Gross margin		192,680			371,102
Expenses of discontinued operations:
General and administrative		268,206			301,367
Commissions – related party		—			12,900
Professional fees		63,730			187,575
Preferred stock issued for change of control		—			2,765,250
Interest expense		26,821			14,900
Total expenses of discontinued operations		358,757			3,281,992
+
Net loss from discontinued operations	$	(166,077	)	$	(2,910,890	)