U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q

(Mark One)

[X]   
xQUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the quarterly period ended September 30, 2017

                OR

[  ]2022
o TRANSITION REPORT PURSUANT TOUNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934

       For the transition period from        to

       
Commission file number           number: 000-55809

                        IRIS GROVE ACQUISITION CORPORATION
           (Exact
ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
(Exact name of registrant as specified in its charter)

            Delaware                             82-1873116
    (State or other jurisdiction of           (I.R.S. Employer
     incorporation or organization)          Identification No.)


                        9454 Wilshire Blvd. #612
                        Beverly Hills, CA 90212
          (Address of principal executive offices)  (zip code)

                              310-888-1870
          (Registrant's
Delaware
82-1873116
(State or Other Jurisdiction of Incorporation or
Organization)
(I.R.S. Employer Identification No.)
400 1ST AVE N., STE. 100, MINNEAPOLISMN
55401
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number, including area code)

code: (833)991-0800
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
                                                       days). Yes  Xx No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yesx No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer" andfiler," "smaller reporting company"company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

   Large accelerated filer         Accelerated Filer
   Non-accelerated filer           Smaller reporting
Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
x
Smaller Reporting Company
x
Emerging growth company
x
If an emerging growth company, X
   (do not check if a smaller reporting company)


Indicateindicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(1) of the Exchange Act. ¨
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes X     ¨No

Indicatex
As of November 11, 2022, the numberCompany had 21,416,001 shares of shares outstanding of each of the issuer's
classes ofits common stock, as of the latest practicable date.


     Class                                 Outstanding at
                                           November 14, 2017

Common Stock, par value $0.0001 20,000,000

Documents incorporated by reference:            None




__________________________________________________________________________

                    CONDENSEDper share, issued and outstanding.
TABLE OF CONTENTS
PART I
Item 1.
Condensed Unaudited Financial Statements
3
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations
13
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
16
Item 4.
Controls and Procedures
16
PART II
Item 1.
Legal Proceedings
17
Item 1A.
Risk Factors
17
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
17
Item 3.
Defaults Upon Senior Securities
17
Item 4.
Mining Safety Disclosures
17
Item 5.
Other Information
17
Item 6.
Exhibits
18
Signatures
19
2
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS

Balance Sheet
ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
INDEX TO FINANCIAL STATEMENTS
Balance Sheets as of September 30, 2022 (unaudited) and December 31, 2021
4
Statements of Operations for the three and nine months ended September 30, 2022 and 2021 (unaudited)
5
Statements of Changes in Stockholders’ Equity (Deficit) for the three and nine months ended September 30, 2022
and 2021 (unaudited)
6
Statements of Cash Flows for the nine months ended September 30, 2022 and 2021 (unaudited)
7
Notes to Condensed Financial Statements (unaudited)
8
3
ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
BALANCE SHEETS
 
 
 
 
 
 
 
 
 
September 30,
2022
 
 
December 31,
2021
 
 
 
(Unaudited)
 
 
 
 
ASSETS
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
Cash
 
$8,569
 
 
$—
 
 
 
 
 
 
 
 
Total assets
 
$
8,569
 
 
$
—
 
 
 
 
 
 
 
 
 
 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
Accounts payable and accruals
 
$
46,261
 
 
$
13,853
 
Loans payable
 
 
27,630
 
 
 
—
 
Due to a related party
 
 
50,268
 
 
 
22,625
 
Total current liabilities
 
 
124,159
 
 
 
36,478
 
 
 
 
 
 
 
 
 
 
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 21,416,001 issued and
outstanding, respectively
 
 
2,143
 
 
 
2,143
 
Additional paid in capital
 
 
6,150,033
 
 
 
5,876,611
 
Accumulated deficit
 
 
(6,267,766
)
 
 
(5,915,232
)
Total Stockholders’ deficit
 
 
(115,590
)
 
 
(36,478
)
 
 
 
 
 
 
 
 
 
Total Liabilities and Stockholders’ Deficit
 
$
8,569
 
 
$
—
 
The accompanying notes are an integral part of these unaudited financial statements.
4
ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
STATEMENTS OF OPERATIONS
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
For the Three Months Ended
September 30,
 
 
For the Nine Months Ended
September 30,
 
 
 
2022
 
 
2021
 
 
2022
 
 
2021
 
Operating expenses:
 
 
 
 
 
 
 
 
 
 
 
 
General and administrative
 
$
1,304
 
 
$
—
 
 
$
14,851
 
 
$
—
 
Professional fees
 
 
12,000
 
 
 
—
 
 
 
61,000
 
 
 
—
 
Stock based compensation
 
 
71,123
 
 
 
—
 
 
 
273,422
 
 
 
—
 
Total operating expenses
 
 
84,427
 
 
 
—
 
 
 
349,273
 
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss from operations
 
 
(84,427
)
 
 
—
 
 
 
(349,273
)
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Other expense:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest expense
 
 
(1,823
)
 
 
—
 
 
 
(3,261
)
 
 
—
 
Total other expense
 
 
(1,823
)
 
 
—
 
 
 
(3,261
)
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss before provision for income taxes
 
 
(86,250
)
 
 
—
 
 
 
(352,534
)
 
 
—
 
Provision for income taxes
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss from continuing operations
 
 
(86,250
)
 
 
—
 
 
 
(352,534
)
 
 
—
 
Net loss from discontinued operations
 
 
—
 
 
 
(93,558
)
 
 
—
 
 
 
(172,812
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 Net loss
 
$
(86,250
)
 
$
(93,558
)
 
$
(352,534
)
 
$
(172,812
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Loss per share, basic and diluted, from continuing operations
 
$
(0.00
)
 
$
—
 
 
$
(0.02
)
 
$
—
 
Loss per share, basic and diluted, from discontinued operations
 
$
—
 
 
$
(0.01
)
 
$
—
 
 
$
(0.01
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Weighted average shares outstanding, basic
and diluted
 
 
21,416,001
 
 
 
12,720,349
 
 
 
21,416,001
 
 
 
17,166,768
 
The accompanying notes are an integral part of these unaudited financial statements.
5
ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
STATEMENTS OF CHANGES OF STOCKHOLDERS’ DEFICIT
For the Three and Nine Months Ended September 30, 2017
(unaudited)                                                         2

Statement2022 and 2021
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
Total
 
 
 
Preferred Stock
 
 
Common Stock
 
 
Paid-in
 
 
Accumulated
 
 
Stockholders'
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Deficit
 
 
Deficit
 
Balance, December 31, 2021
 
 
1,000
 
 
$
—
 
 
 
21,416,001
 
 
$
2,143
 
 
$
5,876,611
 
 
$
(5,915,232
)
 
$
(36,478
)
Warrants issued
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
97,435
 
 
 
—
 
 
 
97,435
 
Net loss
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
(124,094
)
 
 
(124,094
)
Balance, March 31, 2022
 
 
1,000
 
 
 
—
 
 
 
21,416,001
 
 
 
2,143
 
 
 
5,974,046
 
 
 
(6,039,326
)
 
 
(63,137
)
Stock option expense
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
104,864
 
 
 
—
 
 
 
104,864
 
Net loss
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
(142,190
)
 
 
(142,190
)
Balance, June 30, 2022
 
 
1,000
 
 
 
—
 
 
 
21,416,001
 
 
 
2,143
 
 
 
6,078,910
 
 
 
(6,181,516
)
 
 
(100,463
)
Stock option expense
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
71,123
 
 
 
—
 
 
 
71,123
 
Net loss
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
(86,250
)
 
 
(86,250
)
Balance, September 30, 2022
 
 
1,000
 
 
$
—
 
 
 
21,416,001
 
 
$
2,143
 
 
$
6,150,033
 
 
$
(6,267,766
)
 
$
(115,590
)
 
 
 
 
 
 
 
 
 
 
 
Additional
 
 
 
 
 
Total
 
 
 
Preferred Stock
 
 
Common Stock
 
 
Paid-in
 
 
Retained
 
 
Stockholders'
 
 
 
Shares
 
 
Amount
 
 
Shares
 
 
Amount
 
 
Capital
 
 
Earnings
 
 
Deficit
 
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
 
Net income
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
(72,758
)
 
 
(72,758
)
Balance, March 31, 2021
 
 
1,000
 
 
 
—
 
 
 
18,916,001
 
 
 
1,892
 
 
 
3,276,761
 
 
 
(3,406,160
)
 
 
(127,507
)
Net loss
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
(6,496
)
 
 
(6,496
)
Balance, June 30, 2021
 
 
1,000
 
 
 
—
 
 
 
18,916,001
 
 
 
1,892
 
 
 
3,276,761
 
 
 
(3,412,656
)
 
 
(134,003
)
Shares cancelled – related party
 
 
—
 
 
 
—
 
 
 
(7,500,000
)
 
 
(750
)
 
 
750
 
 
 
—
 
 
 
—
 
Contributed capital – related party
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
100,100
 
 
 
—
 
 
 
100,100
 
Net loss
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
—
 
 
 
(93,558
)
 
 
(93,558
)
Balance, September 30, 2021
 
 
1,000
 
 
$
—
 
 
 
11,416,001
 
 
$
1,142
 
 
$
3,377,611
 
 
$
(3,506,214
)
 
$
(127,461
)
The accompanying notes are an integral part of Operations for the period from May 17,
2017 (inception) to Septemberthese unaudited financial statements.
6
ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
STATEMENTS OF CASH FLOWS
(UNAUDITED)
 
 
 
 
 
 
 
 
 
 
 
For the Nine Months Ended
September 30,
 
 
 
2022
 
 
2021
 
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
 
$
(352,534
)
 
$
—
 
Adjustments to reconcile net loss to net cash
used in operating activities:
 
 
 
 
 
 
 
 
Stock based compensation
 
 
273,422
 
 
 
—
 
Loss from discontinued operations
 
 
—
 
 
 
(172,812
)
Changes in Operating Assets and Liabilities:
 
 
 
 
 
 
 
 
Accounts payable and accruals
 
 
32,408
 
 
 
—
 
Operating activities from discontinued operations
 
 
—
 
 
 
(29,319
)
Net cash used by operating activities
 
 
(46,704
)
 
 
(202,131
)
 
 
 
 
 
 
 
 
 
Cash flows from Investing activities:
 
 
—
 
 
 
—
 
 
 
 
 
 
 
 
 
 
Cash flows from Financing activities:
 
 
 
 
 
 
 
 
Proceeds from loans - related party
 
 
27,643
 
 
 
—
 
Proceeds from loans payable
 
 
27,630
 
 
 
—
 
Financing activities from discontinued operations
 
 
—
 
 
 
77,888
 
Net cash provided by financing activities
 
 
55,273
 
 
 
77,888
 
 
 
 
 
 
 
 
 
 
Net change in cash
 
 
8,569
 
 
 
(124,243
)
Cash, beginning of period
 
 
—
 
 
 
175,497
 
Cash, end of period
 
$
8,569
 
 
$
51,254
 
 
 
 
 
 
 
 
 
 
Cash Paid For:
 
 
 
 
 
 
 
 
Cash paid for interest
 
$
—
 
 
$
—
 
Cash paid for taxes
 
$
—
 
 
$
—
 
 
 
 
 
 
 
 
 
 
Supplement disclosure of cash flow information:
 
 
 
 
 
 
 
 
Conversion of debt
 
$
—
 
 
$
14,500
 
The accompanying notes are an integral part of these unaudited financial statements.
7
ELECTRONIC SERVITOR PUBLICATION NETWORK, INC.
NOTES TO UNAUDITED FINANCIAL STATEMENTS
SEPTEMBER 30, 2017 (unaudited)                   3

Statement of Cash Flows for the period from May 17,
2017 (inception) to September 30, 2017 (unaudited)                   4

Notes to  Financial Statements (unaudited)                         5-8




______________________________________________________________________

                IRIS GROVE ACQUISITION CORPORATION
                           BALANCE SHEET

                    ASSETS
                                                      September 30,
                                                           2017
                                                       ------------
                                                        (Unaudited)
    
        Current assets
     Cash                                               $        -
                                                        ------------
        Total assets                                    $        -
                                                        ============

          LIABILITIES AND STOCKHOLDERS' EQUITY

    Current liabilities
       Accrued liabilities                              $     1,250
                                                         ------------
           Total liabilities                                  1,250
                                                         ------------

   Stockholders' Equity
       Preferred stock, $0.0001 par value
       20,000,000 shares authorized;
       none issued and outstanding at
       September 30, 2017                                       -

       Common Stock, $0.0001 par value,
       100,000,000 shares authorized;
       20,000,000 shares issued and
       outstanding at September 30, 2017                     2,000

       Additional paid-in capital                              312
       Accumulated deficit                                  (3,562)
                                                        ------------
          Total stockholders' deficit                       (1,250)
                                                        ------------
          Total liabilities and
             stockholders' deficit                      $        -
                                                        ============

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


                                   2

______________________________________________________________________


                     IRIS GROVE ACQUISITION CORPORATION
                          STATEMENT OF OPERATIONS
				 (UNAUDITED)

        	     			                For the period from
					                May 17, 2017 (Inception)
						        to September 30, 2017
                                                        -------------------
    Revenue                                             $            -
    Cost of revenues                                                 -
                                                        -------------------
    Gross profit                                                     -
                                                         -------------------
    Operating expenses                                             3,562
                                                         -------------------
    Loss before income taxes                                      (3,562)

    Income tax expense                                               -
                                                          ------------------
    Net loss                                              $       (3,562)
                                                           ==================
    Loss per share - basic and diluted                    $        (0.00)
                                                           ==================
    Weighted average shares -                                  20,000,000
         basic and diluted                                 ==================


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

                                       3
______________________________________________________________________

                        IRIS GROVE ACQUISITION CORPORATION
                             STATEMENT OF CASH FLOWS
                                    (UNAUDITED)


        	     			                 For the period from
							 May 17, 2017 (Inception)
                                                         to September 30, 2017
                                                         -------------------
OPERATING ACTIVITIES

   Net loss                                               $       (3,562)

     Expenses paid by stockholder and contributed
            as capital                                               312
     Common stock issued for services                              2,000

   Changes in Operating Assets and Liabilities:

      Accrued liability                                            1,250
                                                          ----------------
       Net cash (used in) operating activities                        -
                                                          ----------------
   Net increase in cash                                               -
   Cash, beginning of period                                          -
                                                           ----------------

   Cash, end of period                                     $          -
                                                           ===============
   SUPPLEMENTAL DISCLOSURES:
     Cash paid during the period for:
        Income tax                                         $           -
                                                           ===============
     Interest                                              $           -
                                                           ===============

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


                                  4

______________________________________________________________________

                 IRIS GROVE ACQUISITION CORPORATION
               Notes to Unaudited Financial Statements
2022
NOTE 1 NATURE- DESCRIPTION OF OPERATIONSBUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF OPERATIONS

Iris Grove Acquisition Corporation ("Iris Grove" or "the Company")HISTORY
Description of business
The Company was originally incorporated on May 17, 2017, under the laws of the stateState of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. On May 23, 2018, the Certificate of Incorporation of the Company was amended to effect a change in the Company’s name from “Iris Grove Acquisition Corporation” to “CannAssist International Corporation”. On September 28, 2021, the Certificate of Incorporation of the Company was amended a second time to effect a change in the Company’s name from “CannAssist International Corporation” to the name “Electronic Servitor Publication Network, Inc.” The Company’s common stock trades on the OTCQB Venture Market under the stock ticker symbol “XESP,” previously from “CNSC,” effective January 26, 2022. The Company's corporate office is located at 400 1ST Ave N., Ste. 100, Minneapolis, MN 55401. The URL of the Company’s website is https://www.xespn.com.
The Company’s business focuses on amplifying reach and lift for content providers and creators through its development and use of a proprietary technology platform. The platform’s functionality provisions content and provides an omnichannel publishing tool for its users with talent identity protection and monetization tools in line with interaction and media creation services. The Company has beentargets markets and users in need of increasing global awareness and brand exposure.
On July 1, 2021, and effective on October 9, 2021, Mark Palumbo, a former officer and director of the Company, and Forty 7 Select Holdings LLC, an entity controlled by Greg Shockey (who was an existing shareholder of the Company), entered into an agreement pursuant to which Mark Palumbo transferred all of his 1,000 shares of Series A Preferred Stock (representing 100% of the Company’s issued and outstanding Series A Preferred Stock), of the Company to Forty 7 Select Holdings LLC in a private transaction. The Series A Preferred Stock provides the holder thereof the right to vote 60% of the Company’s voting shares on any and all shareholder matters and thereby constituted a change of control of the Company. Further, Mark Palumbo contributed 7,500,000 shares of common stock held by him to the treasury of the Company for cancellation at no cost (the “Contribution”).
On July 23, 2021, the Company entered into a Technology License Agreement with Phitech Management, LLC, an entity controlled by Peter Hager (“Licensor”), to use, market, promote and distribute certain technology relating to content provisioning including the related patent applications, trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice and carry on business in the developmental stage since inceptionfield of data collection, security and management (the “Technology”). The initial term of the License is 10-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company issues to the Licensor 10,000,000 restricted shares of its operationscommon stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s common stock on the trading day prior to the effective date of the License Agreement). On October 9, 2021, at the Closing of the Technology License Agreement, the Company received the License to the Technology and issued Licensor 10,000,000 restricted shares of the Company’s common stock, at a cost basis of $0.25 per share.
On July 23, 2021, the Company and Mark Palumbo entered into an agreement (the “Spin-Off Agreement”) whereby, at the Closing, the Company shall transfer 100% of the issued and outstanding membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo (along with the assets and liabilities associated with the prior business) for nominal consideration as a condition of the Change-in-Control (the “Spin-Off”). Furthermore, at the Closing, that certain Technology License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019 (the “Palumbo License Agreement”) shall be terminated and the Company shall assign all rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement) to Mark Palumbo. On October 9, 2021, at the Closing of the Spin-Off Agreement, the Company transferred 100% of the issued and outstanding membership units of Xceptor LLC to Mark Palumbo (along with the assets and liabilities associated with the prior business) in exchange for nominal consideration, and the Palumbo License Agreement was terminated.
As a result of the transactions described above, the Company is strategically aligning its business to support its mission in becoming the premier content management and distribution platform for content providers in the global markets through the Company’s continued development and acquisitions of publication and monetization products, services, and technologies.
8
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The Company’s unaudited financial statements have been limited to issuing shares to its original shareholders. The Company will
attempt to locate and negotiateprepared in accordance with a business entity for the combination
of that target company with Iris Grove. The combination will normally take
the form of a merger, stock-for-stock exchange or stock-for-assets exchange.
In most instances the target company will wish to structure the business
combination to be within the definition of a tax-free reorganization under
Section 351 or Section 368 of the Internal Revenue Code of 1986, as
amended. No assurances can be given that the Company will be successful
in locating or negotiating with any target company. The Company has been
formed to provide a method for a foreign or domestic private company to
become a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.

BASIS OF PRESENTATION

The summary of significantgenerally accepted accounting policies presented below is designed
to assist in understanding the Company's financial statements. Such financial
statements and accompanying notes are the representations of the Company's
management, who are responsible for their integrity and objectivity. These
accounting policies conform to accounting principles generally accepted in the United States of America ("GAAP"(“U.S. GAAP”), and pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”) inand reflect all material respects, and have
been consistently applied in preparingadjustments, consisting of normal recurring adjustments, which management believes are necessary to fairly present the accompanying financial statements.
The Company has not earned any revenue from operations since inception.
Accordingly, the Company's activities have been accounted for as those of
a "Development Stage Enterprise" as set forth in ASC 915, "Development
Stage Entities." Among the disclosures required by ASC 915, are that the
Company's financial statements be identified as those of a development stage
company, and that the statementsposition, results of operations stockholders' equity and cash flows disclose activity since the date of the Company's inception.  The Company choseas of and for the nine month period ending September 30, 2022 and not necessarily indicative of the results to be expected for the full year ending December 31, as its fiscal2022. These unaudited financial statements should be read in conjunction with the financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year end.

USE OF ESTIMATES

ended December 31, 2021.
Use of Estimates
The preparation of financial statements in conformity with GAAPgenerally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting periods.period. Actual results could differ from those estimates.

CASH AND CASH EQUIVALENTS

Cash
Concentrations of Credit Risk
We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and cash equivalents include cash on hand and on deposit at banking
institutions as well as all highly liquid short-term investments with original
maturities of 90 days or less. The Company didconsequently have not have cash equivalents as
of September 30, 2017.

CONCENTRATION OF RISK

Financial instruments that potentially subject the Company to concentrations
of credit risk consist principally of cash. The Company places its cash with
high quality banking institutions. The Company did not have cash balancesexperienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation limit insurable amount (“FDIC”).
Cash equivalents
The Company considers all highly liquid investments with a maturity of three months or less when purchased to be cash equivalents. There were no cash equivalents for the periods ended September 30, 2022 and December 31, 2021.
Recently issued accounting pronouncements
The Company has implemented all new applicable accounting pronouncements that are in effect.  These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.
NOTE 3 - GOING CONCERN
The accompanying unaudited 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 an accumulated deficit of $6,267,766as of September 30, 2017.
                                   6


______________________________________________________________________

                 IRIS GROVE ACQUISITION CORPORATION
                    Notes to Financial Statements


INCOME TAXES

Under ASC 740, "Income Taxes," deferred tax assets and liabilities are
recognized for the future tax consequences attributable to temporary
differences between the financial statement carrying amounts of existing
assets and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected
to be recovered or settled. Valuation allowances are established when it is
more likely than not that some or all of the deferred tax assets will not be
realized.  As of September 30, 2017 there were no deferred taxes due to the
uncertainty of the realization of net operating loss or carry forward prior
to expiration.

LOSS PER COMMON SHARE

Basic loss per common share excludes dilution and is computed by dividing
net loss by the weighted average number of common shares outstanding
during the period. Diluted loss per common share reflect the potential
dilution that could occur if securities or other contracts to issue common
stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the loss of the entity.  As
of September 30, 2017, there are no outstanding dilutive securities.

FAIR VALUE OF FINANCIAL INSTRUMENTS2022. The Company follows guidance for accounting for fair value measurements of
financial assets and financial liabilities and for fair value measurements
of nonfinancial items that are recognized or disclosed at fair value in the
financial statements on a recurring basis. Additionally, the Company adopted
guidance for fair value measurement related to nonfinancial items that are
recognized and disclosed at fair value in the financial statements on a
nonrecurring basis. The guidance establishes a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair value.
The hierarchy gives the highest priority to unadjusted quoted prices in active
markets for identical assets or liabilities (Level 1 measurements) and the
lowest priority to measurements involving significant unobservable inputs
(Level 3 measurements). The three levels of the fair value hierarchy are as
follows:

  Level 1 inputs are quoted prices (unadjusted) in active markets for identical
assets or liabilities that the Company has the ability to access at the
measurement date.

  Level 2 inputs are inputs other than quoted prices included within Level 1
that are observable for the asset or liability, either directly or indirectly.

  Level 3 inputs are unobservable inputs for the asset or liability.
The carrying amounts of financial assets such as cash approximate their fair
values because of the short maturity of these instruments.

NOTE 2 - GOING CONCERN

The Company has not yet generated any revenue since inception to date and
has sustained operating loss of $3,562 during the period ended September 30,
2017. The Company had a working capital deficit of $1,250 and an accumulated
deficit of $3,562 as of September 30, 2017.  The Company'sCompany’s continuation as a going concern is dependent onupon its ability to generate sufficient cash
flows from operationsrevenue to meetsatisfy its obligations on a timely basis and ultimately to attain profitability. There is no guarantee that the Company’s activities will generate sufficient revenues to sustain its operations, or its ability to sell its services to generate consistent profitability. In order to maintain operations, the Company may have to raise additional capital from equity financing and/or obtaining additional
financing from its membersofficers, directors, or other sources, as may be required.


                                   7


______________________________________________________________________

                 IRIS GROVE ACQUISITION CORPORATION
                    Notesprincipal stockholders, subject to Financial Statements

The accompanying financial statements have been prepared assumingterms obtainable and satisfactory to the Company. There is no guarantee that the Company will continue as a going concern; however, the above condition
raises substantial doubt about the Company's abilitybe able to raise additional funds or to do so.so at an advantageous price. The financial statements of the Company do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classifications of liabilities that may result shouldfrom the outcome of these aforementioned uncertainties.
NOTE 4 - NOTES PAYABLE
On May 19, 2022, the Company be unableissued a note payable for $10,000 to continue as a going concern.

In order to maintain its current level of operations, the Company will require
additional working capital from either cash flow from operations or from the
sale of its equity.  However, the Company currently has no commitments
from any third parties for the purchase of its equity. If the Company is unable
to acquire additional working capital, it will be required to significantly
reduce its current level of operations.


NOTE 3 - RECENT ACCOUNTING PRONOUNCEMENTS

In November 2016, the FASB issued Accounting Standards Update No. 2016-18,
"Statement of Cash Flows (Topic 230): Restricted Cash" ("ASU 2016-18").party. The new guidance is intended to reduce diversitynote matures in practice by adding or
clarifying guidance on classificationone year and presentation of changes in
restricted cash on the statement of cash flows. ASU 2016-18 is effective
for annual and interim periods beginning after December 15, 2017. Early
adoption is permitted. The amendments in this update should be applied
retrospectively to all periods presented. The Company is currently
evaluating the impact of adopting ASU 2016-18, which will only impact
the Company to the extent it has restricted cash in the future.

In August 2016, the FASB issued ASU No. 2016-15, "Statement of Cash Flows
(Topic 230): Classification of Certain Cash Receipts and Cash Payments,
to address diversity in how certain cash receipts and cash payments are
presented and classified in the statement of cash flows". The amendments
provide guidance on the following eight specific cash flow issues: (1) Debt
Prepayment or Debt Extinguishment Costs; (2) Settlement of Zero-Coupon Debt
Instruments or Other Debt Instruments with Coupon Interest Rates That Are
Insignificant in Relation to the Effective Interest Rate of the Borrowing;
(3) Contingent Consideration Payments Made after a Business Combination;
(4) Proceeds from the Settlement of Insurance Claims; (5) Proceeds from the
Settlement of Corporate-Owned Life Insurance Policies, including Bank-Owned;
(6) Life Insurance Policies; (7) Distributions Received from Equity Method
Investees; (8) Beneficial Interests in Securitization Transactions; and
Separately Identifiable Cash Flows and Application of the Predominance
Principle. The amendments are effective for public business entities for
fiscal years beginning after December 15, 2017, and interim periods within
those fiscal years. Early adoption is permitted, including adoption in an
interim period.  The amendments should be applied using a retrospective
transition method to each period presented. If it is impracticable to apply
the amendments retrospectively for some of the issues, the amendments for
those issues would be applied prospectively as of the earliest date
practicable. The Company is currently evaluating the impact of this new
standard on its financial statements and related disclosures.

In August 2014, the FASB issued ASU No. 2014-15, "Presentation of Financial
Statements Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entity's Ability to Continue as a Going Concern". This standard is
intended to define management's responsibility to evaluate whether there is
substantial doubt about an organization's ability to continue as a going
concern and to provide related footnote disclosures. Under U.S. GAAP,
financial statements are prepared under the presumption that the reporting
organization will continue to operate as a going concern, except in limited
circumstances. Financial reporting under this presumption is commonly
referred to as the going concern basis of accounting. The going concern
basis of accounting is critical to financial reporting because it establishes
the fundamental basis for measuring and classifying assets and liabilities.
Currently, U.S. GAAP lacks guidance about management's responsibility to
evaluate whether there is substantial doubt about the organization's ability
to continue as a going concern or to provide related footnote disclosures.
This ASU provides guidance to an organization's management, with principles
and definitions that are intended to reduce diversity in the timing and
content of disclosures that are commonly provided by organizations today
in the financial statement footnotes. The amendments are effective for
annual periods ending after December 15, 2016, and interim periods within
annual periods beginning after December 15, 2016. Early application is
permitted for annual or interim reporting periods for which the financial
statements have not previously been issued. Management believes that the
impact of this ASU to the Company's financial statements would be
insignificant.


Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force) and the United States Securities and Exchange
Commission did not or are not believed by management to have a material
impact on the Company's present or future financial statements.

NOTE 4     ACCRUED LIABILITIESbears interest at 6% per annum. As of September 30, 2017 the Company had2022, there is $151 of interest accrued professional fees
of $1,250.

NOTE 5   STOCKHOLDERS' DEFICIT

on this note.
On May 17, 2017,20, 2022, the Company issued 20,000,000 founders common stocka note payable for $10,000 to two directorsa third party. The note matures in one year and officers pro rata as founder shares for services
rendered tobears interest at 6% per annum. As of September 30, 2022, there is $151 of interest accrued on this note.
On June 10, 2022, the Company valuedissued a note payable for $7,630 to a third party. The note matures in 6 months and bears interest at $0.0001 par value10% per share, or a
totalannum. As of $2,000.  TheSeptember 30, 2022, there is $192 of interest accrued on this note.
9
NOTE 5 – RELATED PARTY TRANSACTIONS
During the nine months ended September 30, 2022, Forty 7 Select Holdings LLC (“Forty 7”) advanced the Company $27,643, to pay for general operating expenses. Forty 7 is authorizedcontrolled by Greg Shockey, an existing shareholder of the Company. As of September 30, 2022, the balance due to issue 100,000,000Forty 7 is $50,268.
Refer to Note 7 for options to purchase shares of common stock and 20,000,000issued to related parties.
NOTE 6 – PREFERRED STOCK
The Company has designated 1,000 shares of preferred stock.
AsSeries A Preferred Stock. The shares of September 30, 2017, 20,000,000Series A Preferred Stock have a par value of $0.0001 per share. The Series A Preferred Shares do not have a dividend rate or liquidation preference and are not convertible into shares of common stock. Series A Preferred Stock, voting together as a class, have the right to vote 60% of the Company’s voting shares on any and all shareholder matters (the “Majority Voting Rights”). Additionally, the Company shall not adopt any amendments to the Company’s Bylaws, Articles of Incorporation, as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification of the Series A Preferred Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock, make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than the Majority Voting Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever.
NOTE 7 – OPTIONS
In the first quarter of 2022, the Company entered into an Employment Agreement with Anthony Sanneh, a former officer and director of the Company, for a term of 2 years that automatically renews for additional 6-month terms 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 1.5 years contingent upon service and no
preferredexpire 10 years from the date of grant. On April 18, 2022, Mr. Sanneh voluntarily resigned all positions with the Company, without disagreement between the parties, thereby terminating this Employment Agreement and forfeiting 250,000 unvested options, effective May 15, 2022.
In the first quarter of 2022, the Company entered into an Employment Agreement with Thomas Spruce, an officer and director of the Company. This Employment Agreement has a term of 2 years and automatically renews for additional 6-month terms 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 wereat 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. If the Employment Agreement is renewed, an additional 125,000 options to purchase restricted shares of the Company’s common stock shall be issued for each 6-month renewal term at a strike price equal to the fair market value of the Company’s common stock on the trading day prior to the grant of the options.
Effective April 12, 2022, the Company entered into an Advisory Agreement with Greg Shockey, an affiliate of the Company and outstanding.

service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant.
Effective April 12, 2022, the Company entered into an Advisory Agreement with Danijella Dragas, a third-party service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant.
Options issued with the following inputs:
Options issued with the following inputs
 
 
 
 
Options
 
 
1,480,000
 
Share price
 
$
0.39
 
Exercise Price
 
$
0.39
 
Term
 
 
10 years
 
Volatility
 
 
209.96 – 213.52
%
Risk Free Interest Rate
 
 
2.38 – 2.72
%
Dividend rate
 
 
—
 
10
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.
Options issued with the following inputs:
Options
 
 
250,000
 
Share price
 
$
0.15
 
Exercise Price
 
$
0.15
 
Term
 
 
10 years
 
Volatility
 
 
214.15
%
Risk Free Interest Rate
 
 
2.74
%
Dividend rate
 
 
—
 
A summary of the status of the Company’s outstanding stock options and changes during the year is presented below:
Activity for the nine months ended September 30, 2022, is as follows: 
Schedule of options Activity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of
Warrants
 
 
Weighted
Average
Exercise
Price
 
 
Weighted
Average
Remaining
Contract
Term
 
 
Aggregate
Intrinsic
Value
 
Outstanding at December 31, 2021
 
 
—
 
 
$
—
 
 
 
—
 
 
$
—
 
Granted
 
 
1,730,000
 
 
$
0.36
 
 
 
10
 
 
$
—
 
Expired
 
 
(250,000
)
 
$
—
 
 
 
—
 
 
$
—
 
Exercised
 
 
—
 
 
$
—
 
 
 
—
 
 
$
—
 
Outstanding at September 30, 2022
 
 
1,480,000
 
 
$
0.35
 
 
 
9.81
 
 
$
—
 
Exercisable at September 30, 2022
 
 
870,000
 
 
$
0.32
 
 
 
9.81
 
 
$
—
 
Schedule of Stock options activity Number of Shares
 
 
 
 
 
 
Range of Exercise
Prices
 
Number Outstanding
9/30/2022
 
Weighted Average
Remaining
Contractual Life
 
Weighted Average
Exercise Price
$0.15 – 0.39
 
1,480,000
 
9.81 years
 
$0.32
NOTE 6

	Management8 – WARRANTS
A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below:
Schedule of A summary of the status of the Company’s outstanding stock warrants and changes during the year is presented below
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Number of
Warrants
 
 
Weighted
Average
Exercise
Price
 
 
Weighted
Average
Remaining
Contract
Term
 
 
Aggregate
Intrinsic
Value
 
Outstanding at December 31, 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
 
 
$
—
 
Granted
 
 
—
 
 
$
—
 
 
 
—0
 
 
$
—
 
Expired
 
 
—
 
 
$
—
 
 
 
—
 
 
$
—
 
Exercised
 
 
—
 
 
$
—
 
 
 
—
 
 
$
—
 
Outstanding at September 30, 2022
 
 
153,503
 
 
$
0.25
 
 
 
6.43
 
 
$
—
 
Exercisable at September 30, 2022
 
 
153,503
 
 
$
0.25
 
 
 
6.17
 
 
$
—
 
Schedule of Weighted Average Number of Shares
 
 
 
 
 
 
Range of Exercise
Prices
 
Number Outstanding
9/30/2022
 
Weighted Average
Remaining
Contractual Life
 
Weighted Average
Exercise Price
$0.25
 
153,503
 
6.17 years
 
$0.25
11
NOTE 9 - DISCONTINUED OPERATIONS
In accordance with the provisions of ASC 205-20, we have not included the results of operations from discontinued operations in the results of continuing operations in the statements of operations. The results of operations from discontinued operations for the three and nine months ended September 30, 2021, have been reflected as discontinued operations in the statements of operations, and consist of the following.
Schedule of discontinued operations
 
 
 
 
 
 
 
 
 
 
For the three months
ended
September 30, 2021
 
 
For the nine months
ended
September 30, 2021
 
Revenue - discontinued operations
 
$
15,543
 
 
$
479,004
 
Cost of revenue - discontinued operations
 
 
8,076
 
 
 
303,417
 
Gross margin
 
 
7,467
 
 
 
175,587
 
Expenses of discontinued operations:
 
 
 
 
 
 
 
 
General and administrative
 
 
62,252
 
 
 
208,129
 
Professional fees
 
 
33,390
 
 
 
113,450
 
Interest expense
 
 
5,383
 
 
 
26,820
 
Total expenses of discontinued operations
 
 
101,025
 
 
 
348,399
 
 
 
 
 
 
 
 
 
 
Net loss from discontinued operations
 
$
(93,558
)
 
$
(172,812
)
NOTE 10 – SUBSEQUENT EVENTS
In accordance with SFAS 165 (ASC 855-10) management has evaluatedperformed an evaluation of subsequent events through November
14, 2017, the date whichthat the financial statements were available to
be issued.  Allissued and has determined that there are no material subsequent events requiring recognition have been
incorporated intoto disclose in these financial statements other than the following.
On October 18, 2022, the Company issued a Promissory Note to a third party for $25,000. The note bears interest at 8% per annum and there are no subsequent
events that require disclosurematures in accordance with FASB ASC Topic 855,
"Subsequent Events".


______________________________________________________________________


one year.
12
ITEM 2. MANAGEMENT'SMANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

      Iris Grove Acquisition Corporation
The following information should be read in conjunction with our financial statements and related notes thereto included in Part I, Item 1, above.
Forward Looking Statements
Certain matters discussed herein are forward-looking statements. Such forward-looking statements contained in this Form 10-Q involve risks and uncertainties, including statements as to:
·our future strategic plans
·our future operating results;
·our business prospects;
·our contractual arrangements and relationships with third parties;
·the dependence of our future success on the general economy;
·our possible future financings; and
·the adequacy of our cash resources and working capital.
These forward-looking statements can generally be identified as such because the context of the statement will include words such as we “believe,” “anticipate,” “expect,” “estimate” or words of similar meaning. Similarly, statements that describe our future plans, objectives or goals are also forward-looking statements. Such forward-looking statements are subject to certain risks and uncertainties which are described in close proximity to such statements and which could cause actual results to differ materially from those anticipated. Shareholders, potential investors and other readers are urged to consider these factors in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements included herein are only made as of the date of this Form 10-Q, and we undertake no obligation to publicly update such forward-looking statements to reflect subsequent events or circumstances.
Executive Overview
Electronic Servitor Publication Network, Inc. (formerly CannAssist International Corporation) (the "Company") was incorporated on May 17, 2017, under the laws of the State of DelawareDelaware. The Company’s corporate offices are located at 400 1st Ave N. Ste. 100, Minneapolis, MN 55401, its telephone phone number is (833) 991-0800 and the URL of its website is https://www.electronicservitor.com/.
As initially reported on the Company’s Current Form 8-K filed on July 28, 2021, CannAssist International Corp. (the “Company”) entered into a Technology License Agreement dated July 23, 2021 (the “License Agreement”) with Phitech Management, LLC, an entity now controlled by Peter Hager (“Licensor”), whereby the Licensor shall grant to engagethe Company an exclusive worldwide license (the “License”) to use, market, promote and distribute certain technology related to Electronic Sports Gaming, related patent applications, related trade-secrets and associated knowhow, including methods, techniques, specifications, procedures, information, systems, knowledge and business processes required to practice and carry on business in any lawful corporate undertaking, including, but not limited to,
selected mergersthe field of data collection, security and acquisitions. The Company is a blank check company
and qualifies as an "emerging growth company" asmanagement (the “Technology”) at Closing (as defined in the Jumpstart
Our Business Startups ActLicense Agreement, which became law in April, 2012.

    Since inceptionis incorporated herein by reference). The initial term of the Company's operationsLicense is 10-years (the “Initial Term”) and shall automatically be renewed for successive 1-year terms (each, a “Renewal Term”) unless the Company elects to terminate the License by giving 30 days’ written notice prior to commencement of a Renewal Term. In exchange for the License of the Technology, the Company shall issue to the Licensor 10,000,000 restricted shares of its common stock (which is an amount equal to $2,500,000 divided by $0.25, which was the closing market price of the Company’s common stock on the trading day prior to the effective date of the License Agreement).
On October 9, 2021, the Closing of the Technology License Agreement occurred whereby the Company received the License to the Technology (as defined in the Technology License Agreement described infra) and the Licensor shall be issued 10,000,000 restricted shares of the Company’s common stock, at a cost basis of $0.25 per share (which shall be issued at or around the time FINRA announces the change in the Company’s corporate name and trading symbol).
As initially reported on the Company’s Current Form 8-K filed on July 28, 2021, the Company and Mark Palumbo entered into a Spin-Off Agreement dated July 23, 2021 (the “Spin-Off Agreement”) whereby, at the Closing (as defined in the Spin-Off Agreement, which is incorporated by reference), the Company shall transfer 100% of the issued and outstanding membership units of Xceptor LLC, an entity that was a wholly-owned subsidiary of the Company, to Mark Palumbo for nominal consideration as a condition of the Change-in-Control of the Company (the “Spin-Off”). Furthermore, at the Closing, that certain Technology License Agreement entered into by and between the Company and Mark Palumbo dated April 29, 2019 (the “Palumbo License Agreement”) shall be terminated and the Company shall assign all rights to the underlying Intellectual Property (as defined in the Palumbo License Agreement) to Mark Palumbo.
13
On October 9, 2021, the Closing of the Spin-Off Agreement occurred whereby 100% of the issued and outstanding membership units of Xceptor LLC was transferred to Mark Palumbo in exchange for nominal consideration and the Palumbo License Agreement was terminated.
Effective on October 9, 2021, as a result of the transactions described above, the business of the Company changed to focus on Electronic Sports Gaming technology and the development of related infrastructure, specifically the development and commercialization of a technology platform specifically designed for the Electronic Sports and Electronic Gaming markets. The platform will provide an omni-channel publishing tool, with talent identity protection and monetization tools provided in line with interaction and media creation services. Further publication and monetization products and services will be developed and acquired to support these efforts.
Prior to its change in business focus which occurred after the end of the period covered by this report, have been limited to issuing sharesthe Company produced and sold the cannabidiol ("CBD") product, “Cibidinol,” which was formulated based on a process developed by its former CEO Mark Palumbo. CBD is a non-psychoactive compound found in hemp. The Company’s initial research and development work, aimed at enhancing the bioavailability of common stock
to its original shareholders and filing a registration statement on Form 10
on July 7, 2017 withdesired molecular structures, resulted in the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 as amended to register its class of common
stock.

   The Company has no operations nor does it currently engage in any
business activities generating revenues.  The Company's principal
business objective is to achieve a business combination with a target
company.

     A combination will normally take the formcreation of a merger, stock-for-stock
exchange or stock-for-assets exchange.  Inline of CBD products, most instancesnotably its CBD product, Cibidinol. Cibidinol was available in a line of consumable and topical products that the target
companyCompany believes will wishmake enhanced CBD products more available and accessible to structureconsumers. The financial results reported in this periodic report reflect the business combination to be within the
definition of  a tax-free reorganization under Section 351 or Section 368and operations of the Internal Revenue CodeCompany’s prior business since the change in business focus occurred after the end of 1986, as amended.

   The most likely target companies are those seeking the perceived
benefits of a reporting corporation.  Such perceived benefits may include
facilitating or improving the terms on which additional equity financing
may be sought, providing liquidity for incentive stock options or similar
benefits to key employees, increasing the opportunity to use securities
for acquisitions, providing liquidity for shareholders and other factors.
Business  opportunities may be available in many different industries and
at various stages of development, all of which will make the task of
comparative investigation and analysis of such business opportunities
difficult and complex.

     As of September 30, 2017 the Company had not generated revenues and had
no income or cash flows from operations since inception.  The Company had
sustained net loss of $3,562 and an accumulated deficit of $3,562 for the period from May 17, 2017 (Inception) to September 30, 2017.

    covered by this report.
The Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as a going concern. At present, the Company has no operations and the continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations and/or to successfully locate and negotiate with a business entity for the combination of that target company with it.
Results of Operation for the Company.

     Management will pay all expenses incurred byThree Months Ended September 30, 2022 and 2021
Revenues
For the three months ended September 30, 2022, the Company untilhad revenues of $0. In comparison, for the three months ended September 30, 2021, all of revenue and cost of revenue have been included in the loss from discontinued operations (Refer to Note 9, above).
General and administrative expenses
General and administrative expenses (“G&A”) were $1,304 for the three months ended September 30, 2022, compared to $0 for the three months ended September 30, 2021.
Professional fees
Professional fees were $12,000 for the three months ended September 30, 2022 compared to $0 for the three months ended September 30, 2021. Professional fees consist of audit, accounting, consulting, and legal fees.
Stock based compensation
During the three months ended September 30, 2022, we recognized $71,123 of non-cash stock-based compensation expense for options issued in a changeprior period, for which the expense is being recognized over the term of the agreements for which they were granted.
Other expense
For the three months ended September 30, 2022, we incurred $1,823 of interest expense compared to $0 for three months ended September 30, 2021.
All operating and other expenses for the three months ended September 30, 2021, have been included in control is effected.the loss from discontinued operations (Refer to Note 9, above).
Net Income
For the three months ended September 30, 2022, we realized a net loss of $86,250 from continuing operations as compared to a net loss of $93,558 from discontinued operations for three months ended September 30, 2021.
14
Results of Operation for the Nine Months Ended September 30, 2022 and 2021
Revenues
For the nine months ended September 30, 2022, the Company had revenues of $0. In comparison, for the nine months ended September 30, 2021, all of revenue and cost of revenue have been included in the loss from discontinued operations (Refer to Note 9, above).
General and administrative expenses
General and administrative expenses were $14,851 for the nine months ended September 30, 2022, compared to $0 for the nine months ended September 30, 2021.
Professional fees
Professional fees were $61,000 for the nine months ended September 30, 2022, compared to $0 for the nine months ended September 30, 2021. Professional fees consist of audit, accounting, consulting and legal fees.
Other expense
For the nine months ended September 30, 2022, we incurred $3,261 of interest expense compared to $0 for nine months ended September 30, 2021.
All operating and other expenses for the three months ended September 30, 2021, have been included in the loss from discontinued operations (Refer to Note 9, above).
Net Loss
For the nine months ended September 30, 2022, we realized a net loss of $352,534 from continuing operations as compared to net loss of $172,812 from discontinued operations for the nine months ended September 30, 2021.
Liquidity and Capital Resources
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 had a net loss of $(352,534) for the nine months ended September 30, 2022, and has an accumulated deficit of $6,267,766 as of September 30, 2022. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, through an initial capital raise, the successful development of the Company’s contemplated plan of operations, and its transition to the attainment of continued profitable operations are necessary for the Company to continue operations. There is no expectation of repayment
for such expenses.guarantee that the Company will be able to obtain the necessary financing or profitable operations. These conditions and the ability to successfully resolve these factors raise substantial doubt about the Company’s ability to continue as a going concern. The presidentfinancial statements of the Company isdo not include any adjustments that may result from the president, directoroutcome of these aforementioned uncertainties.
The Company used $46,704 of cash from operations for the nine months ended September 30, 2022. Net cash provided by financing activities for the nine months ended September 30, 2022 was $55,273.
As of September 30, 2022, the Company had $8,569 in cash.
Critical Accounting Estimates and shareholderPolicies
The preparation of Tiber Creek Corporation.  Tiber Creek Corporation assists
companiesfinancial statements in becoming publicconformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting companies and with introductionsperiod. Note 2 to the financial community.

     Tiber Creek isFinancial Statements describes the significant accounting policies and methods used in discussions with many clients somethe preparation of which may
electthe Financial Statements. Estimates are used for, but not limited to, use a changecontingencies and taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in controlthe preparation of the Financial Statements.
We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a Form 10 reporting companyliability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired, or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.
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Off-Balance Sheet Arrangements
We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect reincorporationon our financial condition, changes in Delaware.  Although no such discussions directly addressfinancial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.
Recent Accounting Pronouncements
The Company has implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company the Company may used for suchdoes not believe that there are any other new accounting pronouncements that have been issued that might have a change in control.  When, and
if, such change in control is effected, the Company will file a Form 8-K
announcing it.


material impact on its financial position or results of operations.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.

Information not requiredQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to be filed by Smallersmaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures.

Disclosures and Procedures

      Pursuant to Rules adopted by the Securities and Exchange Commission,
the Company carried out an evaluation of the effectiveness of the design
and operation of its
We maintain disclosure controls and procedures pursuant to(as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act Rules.  This evaluation  was doneof 1934, as of the end of the
period covered by this report under the supervision and with the
participation of the Company's principal executive officer (who is
also the principal financial officer).

      Based uponamended (the “Exchange Act”) that evaluation, he believes that the Company's
disclosure controls and procedures are designed to be effective in gathering, analyzing
and disclosing information needed to ensureproviding reasonable assurance that the information required to be disclosed byin our reports under the Company in its periodic reportsExchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms. Disclosure controlsforms of the Securities and procedures include, without limitation, controlsExchange Commission (the “SEC”), and procedures designed
to ensure that such information required to be disclosed by an issuer in the
reports that it files or submits under the Act is accumulated and communicated to the issuer'sour management including its principal executive
and principal financial officers, or persons performing similar functions,
as appropriate to allow timely decisions regarding required disclosure. This Quarterly Report does not include an attestation reportOur Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as 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 temporary rulesend of the Securities and Exchange
Commission that permit the Company to provide only management's
report in this Quarterly Report.

Changes in Internal Controls

      There was no change in the Company's internal control over
financial reporting that was identified in connection with such
evaluation that occurred during the period covered by this reportreport. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended September 30, 2022.
The following aspects of the Company were noted as potential material weaknesses:
·
timely and accurate reconciliation of accounts
·
lack of segregation of duties
In designing and evaluating disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.
Changes in Internal Controls
Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company's internal controls over financial reporting during the quarter ended September 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company's internal controlcontrols over financial reporting.
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PART II --- OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
There are nonot presently any material pending legal proceedings against the Company andto which the Company is unawarea party or as to which any of our property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

    Management is aware that certain current and prior blank check
companies
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of which Messrs. Cassidy and McKillop, the Company's current
officers and directors, were the officers and directors have received
subpoenas for documents in regard to a formal investigation by the Securities Exchange Act of 1934 and, Exchange Commission requesting documentation regardingas such, are not required to provide the share ownership of those companies.  Management has no independent
knowledge or information regarding these subpoenas but believes it is part
of a wider review by the SEC.

	Management of the Company has also received subpoenas from the
Securities and Exchange Commission in regard to certain of the transactions
and filings for the past five years of certain of its blank check companies.
Management has no independent knowledge or information as to the intent or
purpose of such subpoenas but believes the SEC is investigating whether the
change in control transaction is considered a sale of a security and if so
whether a broker needs to be used to effect the transaction.  Management
disagrees strongly with any such assessment if it were to be so determined.

under this Item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

       Since May 17, 2017 (Inception),
There are no sales of unregistered securities to report that have not been previously included in the Company has issued 20,000,000
common shares pursuant to Section 4(2) of the Securities Act of 1933
at par as follows:

     On May 17, 2017,Company’s past Quarterly Reports on Form 10-Q; However, the Company issued the following10,000,000 restricted shares of its common stock:

Name               Numberstock, at a cost basis of Shares

James Cassidy         10,000,000
James McKillop        10,000,000

[$0.25] per share, pursuant to a Technology License Agreement. The issuance of these shares shall be exempt from registration under Section 4(a)(2)
ITEM 3. DEFAULTS UPON SENIOR SECURITIES

     Not applicable.


None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

     MINING SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION

               (a)  Not applicable.
               (b)  Item 407(c)(3) of Regulation S-K:

   During the quarter covered by this Report, there have not been
any material changes to the procedures by which security holders
may recommend nominees to the Board of Directors.

INFORMATION.
None
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ITEM 6. EXHIBITS

     (a)     Exhibits

     31   Certification of the Chief Executive Officer and Chief
                    Financial Officer pursuant to Section 302 of
                    the Sarbanes-Oxley Act of 2002

     32   Certification of the Chief Executive Officer and Chief
                    Financial Officer pursuant to Section 906 of
                    the Sarbanes-Oxley Act of 2002



                                
No.
Description
31.1
Chief Executive Officer Section 302 Certification
31.2
Chief Financial Officer Section 302 Certification
32.1
Section 906 Certification
101.INS
Inline XBRL Instance Document
101.SCH
Inline XBRL Taxonomy Extension Schema Document
101.CAL
Inline XBRL Taxonomy Calculation Linkbase Document
101.DEF
Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB
Inline XBRL Taxonomy Label Linkbase Document
101.PRE
Inline XBRL Taxonomy Presentation Linkbase Document
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SIGNATURES

     Pursuant to
In accordance with the requirements of the Securities Exchange Act, of
1934, the registrant has dulyRegistrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

                            IRIS GROVE ACQUISITION CORPORATION


                            By:   /s/ James M. Cassidy
                                  President, Chief Financial Officer

Dated:   November 20, 2017

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