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:

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

Activity for the six months ended June 30, 2022, is as follows:

Schedule of Stock options activity Number of Shares

NOTE 8 – WARRANTS

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

Activity for the three months ended March 31, 2022 is as follows: 

Schedule of Weighted Average Number of Shares

NOTE 79 - 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 six months ended March 31, 2022 andJune 30, 2021, have been reflected as discontinued operations in the statements of operations, for the years ended March 31, 2022 and 2021, and consist of the following.

Schedule of discontinued operations

NOTE 810 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) management has performed an evaluation of subsequent events through the date that the financial statements were issued and has determined that it has the followingthere are no material subsequent events to disclose in these financial statements.

On April 18, 2022, Mr. Sanneh terminated his service with the Company and, as a result, only 250,000 of the 500,000 options had fully vested. The remaining options have been forfeited by Mr. Sanneh.

Effective April 12, 2022, the Company entered into an Advisory Agreement with Greg Shockey, an affiliate of the Company and service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and have an expiry date of 10 years from the date of grant. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

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 have an expiry date of 10 years from the date of grant. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONSOPERATIONS.

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 plansplans;

·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 Corp.)The Company is a smaller reporting company that was originally incorporated on May 17, 2017, under the laws ofin the State of DelawareDelaware. On September 28, 2021, to engagebetter reflect the Company’s focus, the Company amended its Certificate of Incorporation to effect a change in any lawful corporate undertaking, including, but not limitedname from “CannAssist International Corporation” to selected mergers“The Electronic Servitor Publication Network, Inc.”

On October 9, 2021, the Company obtained a 10-year license from Phitech Management, LLC, automatically renewable after the initial 10-year-term for successive 1-year terms, to employ advanced technology that provides dynamic content provisioning and acquisitions. The Company has developed ametadata management through its tech stack, as well as omnichannel publication, to achieve greater reach and lift for content providers. This technology platform that is specifically designed for esports professionals and gamers. The platform’s functionality will allow its publishing users with omni-channel and technology agnostic streaming functionality so that users canallows providers to maintain better engage with their audiences on a global level. The platform will also provide in depth engagement analytics. We believe that many esports professionals find it very difficult to showcase their talents while managing the distribution aspectscontrol of their careers. The platform will provide these individuals with an easy-to-use solution. The platform will also have content that provides newswhile creating a target-rich environment to attract sponsorship and information about esports.

The Company's corporate offices are located at 400 1ST Ave N., Ste. 100, Minneapolis, MN 55401. The Company's email website is www.electronicservitor.com. The Company’s telephone number is (612) 414-7121.advertisers in their respective industry.

The Company’s common stock tradesmission is to become the premier content management and distribution platform for multiple verticals through the development of publication and monetization products, services, and technologies as well as through future strategic acquisitions or mergers. The goal is to connect content providers and creators with their intended audiences and audiences that expand their reach. The platform functionality provisions content and provides omnichannel publication and monetization opportunities, allowing the Company’s customers more time to focus on the OTCQB Venture Market under the stock ticker symbol XESP.content creation.

On July 1, 2021, Mark Palumbo, a former officerStarting in 2022, associated with the change of management and directorresults from ongoing research and development of its technology, the Company’s target audience evolved going beyond any specific vertical or industry and is aimed at serving those in need of increasing global awareness and brand exposure at an exponential rate. The technology the Company deploys can range from existing mature industries with new technology and advancements to emerging industries representing today’s risk takers. The URL 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% ofnew website that will host the Company’s issuedtechnology and outstanding Series A Preferred Stock), ofservices is https://www.xespn.com.

Over the next quarter, 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% ofwill continue building its customer base and professional relationships, market and advertise, and acquire or license technological assets and intellectual property. Notwithstanding this, the Company’s voting sharesindependent auditors issued a report for the period covered raising substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to generate customers and sufficient cash flow to meet its obligations on anya timely basis and all shareholder mattersultimately 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 effectuate the Company’s business plan and thereby constituted a change of control ofmaintain operations, the Company will have to raise additional capital from equity financing and/or from its officers, directors, or principal stockholders, subject to terms obtainable and satisfactory to the Company. Further, Mark Palumbo contributed 7,500,000 shares of common stock held by him to the treasury ofThere is no guarantee that the Company for cancellationwill be able to raise additional funds or to do so at no cost (the “Contribution”).

an advantageous price. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On July 23, 2021, the Company entered into a Technology License Agreement with Phitech Management, LLC, an entity controlled by Peter Hager (“Licensor”), whereby, at Closing, the Company shall be granted a 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 the field 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 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 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 September 28, 2021, the Certificate of Incorporation of the Company was amended to effect a change in the Company’s name from “CannAssist International Corp.” to “The Electronic Servitor Publication Network, Inc.” (the “Name Change”).

On October 9, 2021, the Closing of the Technology License Agreement occurred whereby the Company received the License to the Technology and the Licensor shall be 10,000,000 restricted shares of the Company’s common stock, at a cost basis of $0.25 per share.

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 (along with the assets and liabilities associated with the prior business) in exchange for nominal consideration and the Palumbo License Agreement was terminated.

Effective 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.

The Company anticipates that it would need approximately $1,500,000 over the next 12 months to continue as a going concern, satisfy its capital commitments and continue its operations in accordance with its current business plan. In addition to revenues generated from sales, the Chief Executive Officer and several shareholders may fund the Company’s operations, if needed, during the next 12 months or until the Company can generate an ongoing source of capital sufficient to independently continue its operations.

For the period ended December 31, 2021, the Company’s independent auditors issued a report raising substantial doubt about the Company’s ability to continue as a going concern. The continuation of the Company as a going concern is dependent upon financial support from its principal stockholders, its ability to obtain necessary equity financing, or its ability to sell its services to generate consistent profitability.

Results of Operation for the Three Months Ended March 31, 2021 and 2020Operations

For the three months ended March 31,June 30, 2022, the Company had revenues of $0. In comparison, for the three months ended March 31,June 30, 2021, all of revenue and cost of revenue have been included in the loss from discontinued operations (refer(Refer to Note 7)9, above).

OperatingFor the period covered by this report, operating expenses were $124,094 for the three months ended March 31, 2022. Operating expenses include $1,659$140,752. This includes $11,888 of general and administrative expense, $25,000expenses, $24,000 of professional fees, and $97,435$104,864 of non-cash stock-based compensation expense for the issuance of warrants. In comparison, for the three monthsthree- and six-month period ended March 31,June 30, 2021, all operating expenseexpenses have been included in the loss from discontinued operations (refer(Refer to Note 7)9, above).

For the three months ended March 31, 2022,three- and six-month period covered by this report, the Company posted a net loss of $124,094,$142,190 and $266,284, respectively, compared to a net loss of $72,758$6,496 and $79,254 from discontinued operations for three monthsthe three- and six-month period ended March 31, 2021.

June 30, 2021, respectively.

DuringFor the three months ended March 31, 2022,period covered by this report, the Company used $15,042$36,577 of cash in operating activities and generated $19,643$55,273 in cash from financing activities. In comparison, for the six-month period ended June 30, 2021, the Company used $175,601 of cash in operating activities and generated $17,588 in cash from financing activities. The Company did not use or generate any cash in investing activities.

activities for the end of the period covered by this report.

Liquidity and Capital Resources

The accompanying unaudited condensed 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 generated revenues of $0 during the three months ended March 31, 2022 and had a net loss of $124,094$142,190 for the three months ended March 31,June 30, 2022. The Company has an accumulated deficit of $6,039,326$$6,181,516 as of March 31,June 30, 2022. The Company requires capital for its contemplated operational and marketing activities. The obtainment of additional financing, through an additional 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.

The Company used $15,042$36,577 of cash from operations for the three monthsperiod ended March 31,June 30, 2022. Net cash provided by financing activities for the three monthsperiod ended March 31,June 30, 2022, was $19,643.$55,273.

As of March 31,June 30, 2022, the Company had $4,601$18,696 in cash.

Critical Accounting Estimates and Policies

The preparation of financial statements in conformity 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 period.  Note 2 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies 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 the 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 liability, 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.

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 on our financial condition, changes in financial 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 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.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKRISK.

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURESPROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintainAs required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we have evaluated, under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of the Securities Exchange Actend of 1934, as amended (the “Exchange Act”) thatthe period covered by this quarterly report. Our disclosure controls and procedures are designed to be effective in providingprovide reasonable assurance that the information required to be disclosed by us in our reports that we file under the Exchange Act is accumulated and communicated to our management, including our principal executive officer and principal financial officer, as appropriate to allow timely decisions regarding required disclosure, and is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report.. Based onupon that evaluation, theyour principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effectiveineffective as of June 30, 2022 due to the material weaknesses previously identified as described below.

We previously identified material weaknesses in our internal control over financial reporting. Based on our assessment for the quarterly periodyear ended MarchDecember 31, 2022.

2021, management identified a material weakness in internal control over financial reporting related to the lack of thorough controls, segregation of duties, and timely and accurate reconciliation of accounts. The following aspectsCompany will continue the process of designing and implementing effective internal control measures to improve its internal controls over financial reporting and remediate the Company were noted as potentialreported material weaknesses:weakness. The Company’s efforts shall include maintaining a clear delineation of duties, periodic and routine risk assessments, and monitoring of financial activities.

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.Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to rules of the Securities and Exchange Commission that permit the Company to provide only Management’s report in this quarterly report. 

Changes in Internal Controls

Based on thatManagement’s evaluation, our Chief Executive Officer and our Chief Financial Officer concluded thatthere was no change occurred in the Company'sCompany’s internal controlscontrol over financial reporting (as defined in Rule 15d-15(f) of the Exchange Act) that occurred during the quarter ended March 31,June 30, 2022, that has materially affected, or is reasonably likely to materially affect, the Company'sour internal controlscontrol over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGSPROCEEDINGS.

On November 4,For the period covered by this report, there have been no material developments regarding the legal proceeding previously disclosed in the Company’s Form 10-K for the period ended December 31, 2021, a lawsuit captioned CAMRON ELIZABETHfiled April 12, 2022, and Form 10-Q for the period ended March 31, 2022, filed May 23, 2022, and identified as Camron Elizabeth v. MARK PALUMBOMark Palumbo, et al., Case No. CVPS2106116, was filed in the Superior Court of California, County of Riverside against theRiverside. The Company and certain ofdenies Plaintiff’s allegations. Litigation is ongoing. No trial date has been set. The Company further notes that, due to an existing agreement that contains an indemnification clause, the Company’s former executive officers (collectively,officer has agreed to pay for the “Defendants”). The PlaintiffCompany’s attorney fees, costs, and expenses incurred as a result of the lawsuit and will indemnify the Company (as CannAssist International Corp.) entered into a Consulting Agreement dated November 20, 2020 (the “Consulting Agreement”), pursuant to whichfrom any loss, judgment, award, or recovery by Plaintiff was engaged to provide certain sales and marketing services toagainst the 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 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 Company to terminate the Consulting Agreement without cause after 10 days’ written notice. In September 2021, the Company exercised its right to terminate the Consulting Agreement because management of the Company at the time of termination was dissatisfied with the quality of Plaintiff’s services under the Consulting Agreement. Specifically, management of the 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 Company. In contrast, Plaintiff alleges, among other things, that the Defendants improperly misclassified Plaintiff as an independent contractor, that certain of the Company’s former executive officers committed sexual harassment and defamation and that Defendants unlawfully terminated Plaintiff. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however, thereThere can be no assuranceassurances regarding the ultimate outcome of this lawsuit.

Other than as describedIn addition to the above, we know of no other material, existing or pendingthe Company may, from time to time, be involved in various legal proceedings againstincidental to the Company, nor is it involved as a plaintiffconduct of our business. Historically, the outcome of all such legal proceedings has not, in any material proceeding or pending litigation. Other than as described above, we know of no other proceedings in which our directors, officers or any affiliates, or any registered or beneficial shareholder, is an adverse party or hasthe aggregate, had a material interest adverse toeffect on our interest.business, financial condition, results of operations or liquidity.

ITEM 1A. RISK FACTORSFACTORS.

Not applicable. We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDSPROCEEDS.

In the first quarter of 2022, the Company entered into an Employment Agreement with Anthony Sanneh, an officer of the Company. Under this Employment Agreement, the Company 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 have an expiry date of 10 years from the date of grant. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act. As of the date of this periodic report,On April 18, 2022, Mr. Sanneh had terminated his serviceresigned all positions with the Company, thereby terminating this Employment Agreement and forfeiting 250,000 unvested options, effective May 15, 2022, as a result, only 250,000 of the 500,000 options had fully vested.previously disclosed in Form 8-K filed April 20, 2022, and Form 8-K filed May 19, 2022.

In the first quarter of 2022, the Company entered into an Employment Agreement with Thomas Spruce, an officer and director of the Company. Under this Employment Agreement, the Company 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 have an expiry date of 10 years from the date of grant. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act. On May 27, 2022, the Company entered into an Addendum to Employment Agreement with Mr. Spruce granting him 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 on the date of grant and expire 10 years from the date of grant.

In the second quarter of 2022, the Company entered into an Advisory Agreement with Greg Shockey, an affiliate of the Company and service provider. Under this Advisory Agreement, the Company issued options to purchase 240,000 restricted shares of the Company’s common stock at a strike price of $0.39 per share. The options vest over a period of 1 year contingent upon service and have an expiry date of 10 years from the date of grant. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

In the second quarter of 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 have an expiry date of 10 years from the date of grant. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

ITEM 3. DEFAULTS UPON SENIOR SECURITIESSECURITIES.

None.

ITEM 4. MINING SAFETY DISCLOSURESDISCLOSURES.

Not applicable.

ITEM 5. OTHER INFORMATION.

NoneOn May 27, 2022, the Company entered into an Addendum to its Employment Agreement with Thomas Spruce, an officer and director of the Company, granting 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 upon the date of grant and expire 10 years from the date of grant.

ITEM 6. EXHIBITSEXHIBITS.

See the Exhibit Index to this report immediately below and before the signature page hereto, which Exhibit Index is incorporated by reference as if fully set forth herein.

EXHIBIT INDEX

Exhibit

SIGNATURES

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

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