ELECTRONIC SERVITOR PUBLICATION NETWORK, INC. 10-K

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 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 Washington, D.C. 20549

 FORM 10-K

 x ANNUAL REPORT PURSUANT TO
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended: December 31, 2023

 or

 TRANSITION REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the transition period from _____________ to ___________________

 Commission File No. 000-55740

 (Exact name of registrant as specified in its charter)

 Delaware

 82-1873116

 (State or other jurisdiction of incorporation or
 organization)

 (I.R.S. Employer Identification No.)

 107 CHESTNUT ST., STE. 100

 STILLWATER, MN 55082 -5542

 (Address of principal executive offices)

 Issuer's telephone number: ( 833) 991-0800

 Securities Registered pursuant to Section 12(b) of the Act: None

 Securities Registered pursuant to Section 12(g) of
the Exchange Act: Common Stock, $.0001 par value per share

 Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No x

 Indicate by check mark if the registrant is not required
to file reports pursuant to Section 13 or 15(d) of the Act. Yes No x

 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. Yes x 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). Yes x 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. See definitions of "large
accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company"
in Rule 12b-2 of the Exchange Act.

 Large accelerated filer

 Accelerated filer

 Non-accelerated filer

 x

 Smaller reporting company

 x

 Emerging growth company

 If an emerging growth company, indicate 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(a) of the Exchange Act.

 Indicate by check mark whether the registrant has
filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial reporting
under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its
audit report.

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements.

 Indicate by check mark whether any of those error
corrections are restatements that require a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10(D)-1(b).

 Indicate by check mark whether the registrant is
a shell company (as defined in Rule 12b-2 of the Act). Yes No x

 The aggregate market value of the voting stock held by non-affiliates
of the registrant as of June 30, 2023 was approximately $ 1,750,590.06 based upon the closing price of the registrant's Common Stock
on the OTCQB Venture Market on that date."

 At March 24, 2023, there were 54,728,001
 shares of the registrant's common stock issued and outstanding.

 DOCUMENTS INCORPORATED BY REFERENCE

 None.

 ITEM 1.

 BUSINESS

 ITEM 1A.

 RISK FACTORS

 ITEM 1B.

 UNRESOLVED STAFF COMMENTS

 ITEM 1C.

 CYBERSECURITY

 ITEM 2.

 PROPERTIES

 ITEM 3.

 LEGAL PROCEEDINGS

 ITEM 4.

 MINE SAFETY DISCLOSURES

 ITEM 5.

 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 ITEM 6.

 RESERVED

 ITEM 7.

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 ITEM 7A.

 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 ITEM 8.

 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 ITEM 9.

 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 ITEM 9A.

 CONTROLS AND PROCEDURES

 ITEM 9B.

 OTHER INFORMATION

 ITEM 10.

 DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 ITEM 11.

 EXECUTIVE COMPENSATION

 ITEM 12.

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 ITEM 13.

 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

 ITEM 14.

 PRINCIPAL ACCOUNTING FEES AND SERVICES

 ITEM 15.

 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

 Throughout this report, unless otherwise designated,
the terms "we," "us," "our," "the Company," "our company" and "XESP"
refer to Electronic Servitor Publication Network Inc. All amounts in this report are in U.S. Dollars, unless otherwise indicated.

 FORWARD-LOOKING STATEMENTS

 This Annual Report on Form 10-K contains "forward-looking
statements." The use of words such as "anticipates," "estimates," "expects," "intends,"
"plans" and "believes," among others, generally identify forward-looking statements. These forward-looking statements
are based on our management's expectations and assumptions about future events as of the date of this Annual Report on Form 10-K,
which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Forward-looking statements
include statements about our expectations, beliefs or intentions regarding our product offerings, business, financial condition, results
of operations, strategies or prospects. You can identify forward-looking statements by the fact that these statements do not relate strictly
to historical or current matters. Rather, forward-looking statements relate to anticipated or expected events, activities, trends or
results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements
are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed
or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the
activities and results anticipated in forward-looking statements. These forward-looking statements are only predictions and reflect our
views as of the date they are made with respect to future events and financial performance. We undertake no obligation to update, and
we do not have a policy of updating or revising, these forward-looking statements.

 i

 ITEM 1. BUSINESS.

 THE BUSINESS

 Corporate History and General Information

 Electronic Servitor Publication
Network, Inc. was incorporated on May 17, 2017, under the laws of the State of Delaware to engage in any lawful corporate undertaking,
including, but not limited to, selected mergers and acquisitions.

 The Company's corporate offices
are located at 107 Chestnut St., Suite 100, Stillwater, MN 55082-5542. The Company's email website is  The Company's
telephone number is (833) 991-0800.

 The Company's common stock
trades on the OTCQB Venture Market under the stock ticker symbol XESP.

 Background

 Although the Company is no longer
classified as a development-stage company, it has limited operating history and is expected to experience losses in the near term. The
Company's independent auditors have issued a report raising substantial doubt about the Company's ability to continue as
a going concern.

 Changes to the Business in 2023

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

 Intellectual Property

 The purchase of PhiTech Management,
LLC, a digital activation and engagement technology company, gives the Company ownership of the proven, proprietary Digital Engagement
Engine, a sophisticated tech stack built on microservices architecture that helps companies enhance the reach and lift of their
content to targeted and new audiences. This transaction allows the Company to further automate and enhance the technology while
bringing increased value, efficiencies, and growth to customers.

 The merger with Pointward
Inc., a Delaware intellectual property holding company, provides the Company with proven models, methods, protocols, tools, and technologies
designed to identify audience segments and engage each segment with customized content to create relevant, one-to-one digital relationship
pathways.

 These synergistic
transactions allow the Company to pursue almost limitless business verticals.

 The Company will use, or intends
to employ in the performance of its material contracts, intellectual property rights in relation to the design and development of its
digital activation and engagement technology. The Company's intellectual property rights can be categorized broadly as proprietary
know-how, technical databases and trade secrets, comprising concept designs, and economic models.

 The Company may apply for
patents for components of its intellectual property for its platform and other technologies. The Company cannot assure that any patents
we seek will be granted.

 The Company's intellectual
property has been developed by its employees and is protected under employee agreements confirming that the rights in the inventions and
developments made by the employees are its property. Confidential information is protected by nondisclosure agreements that the Company
entered into with our prospective partners or other third parties with which we do business.

 The Company has not received
any notification from third parties that its processes or designs infringe any third-party rights, and it is not aware of any valid and
enforceable third-party intellectual property rights that infringe its intellectual property rights.

 Notwithstanding the foregoing,
the Company does not currently hold any other intellectual property or trade secret protection on any other aspects of its business. The
Company currently plans on attempting to obtain patents, copyright, trademarks and/or service marks on its products; provided, there can
be no assurance that the Company can obtain effective protection against unauthorized duplication or the introduction of substantially
similar products.

 The Company's Services

 The Company provides B2B companies
with a fully managed service designed to enhance and continually expand their digital presence and to create meaningful and lasting connections
with their target audiences. The Company's managed service is a turn-key arrangement whereby the Company's team fully manages
the implementation and ongoing provision of the services, allowing companies to grow their revenues with no additional infrastructure
investment for a nominal cost that is less than half of industry norms for bringing new products/services to market. The managed service
also provides companies with opportunities to reduce or redeploy personnel.

 Employees

 The Company currently has
three employees.

 Property

 The Company's corporate
offices are located at 107 Chestnut St., Suite 100, Stillwater, MN 55082-5542.

 Legal Matters

 On
November 4, 2021, a lawsuit captioned CAMRON ELIZABETH v. MARK PALUMBO et al., Case No. CVPS2106116 was filed in the Superior Court of
California, County of Riverside against the Company and certain of the former company's (CannAssist International Corp.) executive
officers (collectively, the "Defendants"). The Plaintiff and the former company (CannAssist International Corp.) entered into
a Consulting Agreement dated November 20, 2020 (the "Consulting Agreement"), pursuant to which Plaintiff was engaged to provide
certain sales and marketing services to that Company. As a condition of this Consulting Agreement, Plaintiff was paid a monthly fee and
was granted restricted shares of the common stock of the former company that were subject to certain vesting conditions tied to Plaintiff's
service under the Consulting Agreement. The Consulting Agreement also contained provisions that enabled the former company to terminate
the Consulting Agreement without cause after 10 days' written notice. In September 2021, the former company exercised its right
to terminate the Consulting Agreement because management of the former company at the time of termination was dissatisfied with the quality
of Plaintiff's services under the Consulting Agreement. Specifically, management of the former company at the time of termination
received complaints from third parties that Plaintiff behaved inappropriately in meetings where Plaintiff made presentations to potential
clients and vendors on behalf of the former company. In contrast, Plaintiff alleges, among other things, that the Defendants improperly
misclassified Plaintiff as an independent contractor, that certain of the former company's executive officers committed sexual harassment
and defamation and that Defendants unlawfully terminated Plaintiff. The Company believes it should not be a party to the lawsuit
since the former company, including its operations, officers, employees, contractors, assets, and liabilities were all spun out as part
of or as a result of the Spin Out Agreement dated July 23, 2021, and the Plaintiff never contracted with or was employed by the current
Company. The jury trial has commenced. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously;
however, there can be no assurance regarding the ultimate outcome of this lawsuit.

 Other than as described above,
we know of no other material, existing or pending legal proceedings against the Company, nor is it involved as a plaintiff in any material
proceeding or pending litigation. 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 has a material interest adverse to our interest.

 THE COMPANY

 Corporate History and General Information

 Electronic Servitor Publication
Network Inc. was incorporated on May 17, 2017, under the laws of the State of Delaware. The Company's corporate offices are located at
107 Chestnut St., Suite 100, Stillwater, MN 55082-5542. The Company's email website is  The Company's telephone
number is (833) 991-0800 The Company's common stock trades on the OTCQB Venture Market under the stock ticker symbol XESP.

 Neither the Company nor its
predecessors have filed for bankruptcy, receivership or any similar proceedings nor are in the process of filing for bankruptcy, receivership
or any similar proceedings.

 Property

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

 107 Chestnut St., Suite 100

 Stillwater, MN 55082-5542

 or in remote offices of the employees.

 At this time management permits the Company to use
these premises free of charge.

 Intellectual Property

 Notwithstanding the foregoing,
the Company does not currently hold any other intellectual property or trade secret protection on any other aspects of its business.
The Company currently plans on attempting to obtain patents, copyright, trademarks and/or service marks on its products; provided, there
can be no assurance that the Company can obtain effective protection against unauthorized duplication or the introduction of substantially
similar products.

 Employees

 Currently, the Company has three
employees.

 Subsidiaries

 The Company currently does not
have any subsidiaries.

 Jumpstart Our Business Startups Act

 In April 2012, the Jumpstart
Our Business Startups Act ("JOBS Act") was enacted into law. The JOBS Act provides, among other things:

 Exemptions for emerging growth
companies from certain financial disclosure and governance requirements for up to five years and provides a new form of financing to
small companies;

 Amendments to certain provisions
of the federal securities laws to simplify the sale of securities and increase the threshold number of record holders required to trigger
the reporting requirements of the Securities Exchange Act of 1934;

 Relaxation of the general solicitation
and general advertising prohibition for Rule 506 offerings;

 Adoption of a new exemption for
public offerings of securities in amounts not exceeding $50 million; and

 Exemption from registration by
a non-reporting company of offers and sales of securities of up to $1,000,000 that comply with rules to be adopted by the SEC pursuant
to Section 4(6) of the Securities Act and exemption of such sales from state law registration, documentation or offering requirements.

 In general, under the JOBS Act
a company is an emerging growth company if its initial public offering ("IPO") of common equity securities was effected after
December 8, 2011 and the company had less than $1 billion of total annual gross revenues during its last completed fiscal year. A company
will no longer qualify as an emerging growth company after the earliest of

 (i) the completion of the fiscal
year in which the company has total annual gross revenues of $1 billion or more,

 (ii) the completion of the fiscal
year of the fifth anniversary of the company's IPO;

 (iii) the company's issuance
of more than $1 billion in nonconvertible debt in the prior three-year period, or

 (iv) the company becoming a "larger
accelerated filer" as defined under the Securities Exchange Act of 1934.

 The JOBS Act provides additional
new guidelines and exemptions for non-reporting companies and for non-public offerings. Those exemptions that impact the Company are
discussed below.

 Financial Disclosure. The
financial disclosure in a registration statement filed by an emerging growth company pursuant to the Securities Act of 1933 will differ
from registration statements filed by other companies as follows:

 (i) audited financial statements
required for only two fiscal years;

 (ii) selected financial data
required for only the fiscal years that were audited; and

 (iii) executive compensation
only needs to be presented in the limited format now required for smaller reporting companies.

 (A smaller reporting company
is one with a public float of less than $75 million as of the last day of its most recently completed second fiscal quarter)

 However, the requirements for
financial disclosure provided by Regulation S-K promulgated by the Rules and Regulations of the SEC already provide certain of these
exemptions for smaller reporting companies. The Company is a smaller reporting company. Currently a smaller reporting company is not
required to file as part of its registration statement selected financial data and only needs audited financial statements for its two
most current fiscal years and no tabular disclosure of contractual obligations.

 The JOBS Act also exempts the
Company's independent registered public accounting firm from complying with any rules adopted by the Public Company Accounting
Oversight Board ("PCAOB") after the date of the JOBS Act's enactment, except as otherwise required by SEC rule.

 The JOBS Act also exempts an
emerging growth company from any requirement adopted by the PCAOB for mandatory rotation of the Company's accounting firm or for
a supplemental auditor report about the audit.

 Internal Control Attestation.
 The JOBS Act also provides an exemption from the requirement of the Company's independent registered public accounting firm
to file a report on the Company's internal control over financial reporting, although management of the Company is still required
to file its report on the adequacy of the Company's internal control over financial reporting.

 Section 102(a) of the JOBS Act
exempts emerging growth companies from the requirements in §14A(e) of the Securities Exchange Act of 1934 for companies with a class
of securities registered under the 1934 Act to hold shareholder votes for executive compensation and golden parachutes.

 Other Items of the JOBS Act.
 The JOBS Act also provides that an emerging growth company can communicate with potential investors that are qualified institutional
buyers or institutions that are accredited to determine interest in a contemplated offering either prior to or after the date of filing
the respective registration statement. The Act also permits research reports by a broker or dealer about an emerging growth company regardless
if such report provides sufficient information for an investment decision. In addition, the JOBS Act precludes the SEC and FINRA from
adopting certain restrictive rules or regulations regarding brokers, dealers and potential investors, communications with management
and distribution of a research reports on the emerging growth company IPO.

 Section 106 of the JOBS Act permits
emerging growth companies to submit 1933 Act registration statements on a confidential basis provided that the registration statement
and all amendments are publicly filed at least 21 days before the issuer conducts any road show. This is intended to allow the emerging
growth company to explore the IPO option without disclosing to the market the fact that it is seeking to go public or disclosing the
information contained in its registration statement until the company is ready to conduct a roadshow.

 Election to Opt Out of Transition
Period. Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial
accounting standards until private companies (that is, those that have not had a 1933 Act registration statement declared effective or
do not have a class of securities registered under the 1934 Act) are required to comply with the new or revised financial accounting
standard.

 The JOBS Act provides a company
can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but
any such an election to opt out is irrevocable. The Company has elected not to opt out of the transition period.

 Reports to Security Holders

 In July 2017, the Company (as
Iris Grove Acquisition Corporation) filed a Form 10-12G general registration of securities pursuant to the Exchange Act and is a reporting
company pursuant such Act and files with the SEC quarterly and annual reports and management shareholding information. The Company will
voluntarily send a copy of the annual report, including audited financial statements, to any registered shareholder who requests the
same.

 The Company's documents
filed with the SEC may be inspected at the Commission's principal office in Washington, D.C. Copies of all or any part of the registration
statement may be obtained from the Public Reference Section of the SEC, 100 F Street N.E., Washington, D.C. 20549. Call the Commission
at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The SEC also maintains a web site at
that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. All of the
Company's filings may be located under the CIK number 0001709542.

 ITEM 1A. RISK FACTORS.

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

 ITEM 1B. UNRESOLVED STAFF COMMENTS.

 Not applicable.

 ITEM 1C. CYBERSECURITY.

 None.

 ITEM 2. PROPERTIES.

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

 107 Chestnut St., Suite 100

 Stillwater, MN 55082-5542

 or in remote offices of the employees.

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

 ITEM 3. LEGAL PROCEEDINGS.

 On
November 4, 2021, a lawsuit captioned CAMRON ELIZABETH v. MARK PALUMBO et al., Case No. CVPS2106116 was filed in the Superior Court of
California, County of Riverside against the Company and certain of the former company's (CannAssist International Corp.) executive
officers (collectively, the "Defendants"). The Plaintiff and the former company (CannAssist International Corp.) entered into
a Consulting Agreement dated November 20, 2020 (the "Consulting Agreement"), pursuant to which Plaintiff was engaged to provide
certain sales and marketing services to that Company. As a condition of this Consulting Agreement, Plaintiff was paid a monthly fee and
was granted restricted shares of the common stock of the former company that were subject to certain vesting conditions tied to Plaintiff's
service under the Consulting Agreement. The Consulting Agreement also contained provisions that enabled the former company to terminate
the Consulting Agreement without cause after 10 days' written notice. In September 2021, the former company exercised its right
to terminate the Consulting Agreement because management of the former company at the time of termination was dissatisfied with the quality
of Plaintiff's services under the Consulting Agreement. Specifically, management of the former company at the time of termination
received complaints from third parties that Plaintiff behaved inappropriately in meetings where Plaintiff made presentations to potential
clients and vendors on behalf of the former company. In contrast, Plaintiff alleges, among other things, that the Defendants improperly
misclassified Plaintiff as an independent contractor, that certain of the former company's executive officers committed sexual harassment
and defamation and that Defendants unlawfully terminated Plaintiff. The Company believes it should not be a party to the lawsuit
since the former company, including its operations, officers, employees, contractors, assets, and liabilities were all spun out as part
of or as a result of the Spin Out Agreement dated July 23, 2021, and the Plaintiff never contracted with or was employed by the current
Company. The jury trial has commenced. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously;
however, there can be no assurance regarding the ultimate outcome of this lawsuit.

 Other than as described above,
we know of no other material, existing or pending legal proceedings against the Company, nor is it involved as a plaintiff in any material
proceeding or pending litigation. 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 has a material interest adverse to our interest.

 ITEM 4. MINE SAFETY DISCLOSURES.

 Not applicable.

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

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

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

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

 OTCQB Venture Market (1) (2)

 Quarter Ended

 High

 Low

 September 30, 2022

 $0.22

 $0.15

 December 31, 2022

 $0.16

 $0.03

 March 31, 2023

 $0.05

 $0.05

 June 30, 2023

 $0.07

 $0.06

 September 30, 2023

 $0.07

 $0.07

 December 31, 2023

 $0.20

 $0.08

 (1)
 Over-the-counter market quotations reflect
 inter-dealer prices without retail mark-up, mark-down or commission, and may not represent
 actual transactions.

 (2)
 The source of these quotations is OTCMarkets.com.

 Stockholders

 As of the date of this report,
there were approximately 73 stockholders.

 Dividends

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

 Securities Authorized for Issuance Under Equity
Compensation Plans

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

entered into a revised Stock Option Grant and Agreement with Peter Hager, President and Chief Executive Officer (the "Hager Employment
Agreement and Grant"), in accordance with the terms of the Company's 2023 Equity Incentive Plan. The Hager Employment Agreement
and Grant supersedes his previous stock option grant and agreement dated February 1, 2023. Pursuant to the terms of the Hager Employment
Agreement and Grant, the Company agreed to issue Peter Hager options to purchase 6,400,000 shares of the Company's common stock,
with 1,900,000 of the shares vesting on October 12, 2023 and one-ninth (1/9 th) of the remaining shares vesting on the first
day of each fiscal quarter thereafter, subject to Peter Hager continuing to be a service provider through each such date.

entered into a new Employment Agreement and Stock Option Grant and Agreement with Thomas Spruce, Chief Operations Officer and sole Director
(the "Spruce Employment Agreement and Grant"), in accordance with the terms of the Company's 2023 Equity Incentive Plan.
The Spruce Employment Agreement and Grant supersedes his previous employment agreement and stock option grant and agreement, each dated
February 1, 2023. Thomas Spruce's new employment agreement provides a 36-month term of employment from October 12, 2023, under the
same compensation terms as the previous Agreement, except that the number of Stock Options granted increased from 500,000 per year to
1,200,000 per year in line with Mr. Spruce's responsibilities in moving the Company from start-up to being fully operational. Pursuant
to the terms of the Spruce Employment Agreement and Grant, the Company agreed to issue Thomas Spruce options to purchase 4,850,000 shares
of the Company's common stock, with 1,550,000 of the shares vesting on October 12, 2023 and one-eleventh (1/11 th) of
the remaining shares vesting on the first day of each fiscal quarter thereafter, subject to Thomas Spruce continuing to be a service provider
through each such date.

entered into a new Employment Agreement and Stock Option Grant and Agreement with Jim Kellogg, Chief Financial Officer (the "Kellogg
Employment Agreement and Grant"), in accordance with the terms of the Company's 2023 Equity Incentive Plan. The Kellogg Employment
Agreement and Grant supersedes his previous employment agreement and stock option grant and agreement dated November 16, 2022. Jim Kellogg's
new employment agreement provides a 36-month term of employment from October 12, 2023, under the same compensation terms as the previous
Agreement, except that the number of Stock Options granted increased from 300,000 per year to 400,000 per year. Pursuant to the terms
of the Kellogg Employment Agreement and Grant, the Company agreed to issue Jim Kellogg options to purchase 1,500,000 shares of the Company's
common stock, with 300,000 of the shares vesting on October 12, 2023 and one-twelfth (1/12 th) of the remaining shares vesting
on the first day of each fiscal quarter beginning on January 1, 2024, subject to Jim Kellogg continuing to be a service provider through
each such date.

 Gregory Shockey

 On October
12, 2023, the Company entered into a revised Stock Option Grant and Stock Option Agreement with Greg Shockey (the " Shockey Grant
and Agreement "), in accordance with the terms of the Company's 2023 Equity Incentive Plan. The Shockey Grant
and Agreement supersedes his previous stock option grant and stock option agreement dated April 12, 2023. Pursuant to the terms of the
Shockey Grant and Agreement, the Company agreed to issue Greg Shockey options to purchase 3,840,000 shares of the Company's common
stock, with 1,140,000 of the shares vesting on October 12, 2023 and one-ninth (1/9 th)
of the remaining shares vesting on the first day of each fiscal quarter thereafter, subject to Greg Shockey continuing to be a service
provider through each such date.

 Elliot Freier

 On September 28, 2023, the
Company agreed to issue Elliot Freier, a consultant for the Company, 400,000 shares of the Company's common stock pursuant to the
terms of a Restricted Stock Agreement by and between the Company and Eliot Freier, in accordance with the terms of the Company's
2023 Equity Incentive Plan.

 Laurence Eric Swann

 On September 29, 2023, the
Company agreed to issue Laurence Eric Swann, a consultant for the Company, 3,660,000 shares of the Company's common stock pursuant
to the terms of a Restricted Stock Agreement by and between the Company and Laurence Eric Swann, in accordance with the terms of the Company's
2023 Equity Incentive Plan. Management believes that Mr. Swann's business and financial consulting services will allow the Company
to leverage its new intellectual property.

 Recent Sales of Unregistered Securities

 On February 1, 2023, the Company
entered into an employment agreement with Peter Hager, an officer of the Company. Under this employment agreement, the Company issued
options to purchase 6,400,000 restricted shares of the Company's common stock at a strike price of $0.06 per share and options to
purchase 1,000,000 restricted shares of the Company's common stock, at the commencement of his first renewal term of service. The
options to purchase 6,400,000 restricted shares shall vest with respect to the first 400,000 shares on February 1, 2023, with the remaining
6,000,000 shares vesting in installments of 500,000 shares per fiscal quarter for each quarter of continuous service, beginning on April
1, 2023. The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

 On October 12, 2023, pursuant
to the terms of the Hager Employment Agreement and Grant, superseding his previous employment agreement dated February 1, 2023, the Company
agreed to issue Peter Hager options to purchase 6,400,000 shares of the Company's common stock, with 1,900,000 of the shares vesting
on October 12, 2023 and one-ninth (1/9 th) of the remaining shares vesting on the first day of each fiscal quarter thereafter,
subject to Peter Hager continuing to be a service provider through each such date. The options were issued in reliance on the exemption
from registration under Section 4(a)(2) of the Securities Act.

 On February 1, 2023, Thomas
Spruce was appointed as the Company's Secretary and Chief Operations Officer. Per the terms of the employment agreement, Mr. Spruce
was granted options to purchase 1,750,000 restricted shares of the Company's common stock, at the commencement of his initial term
of services, for an exercise price $0.06 per share, vesting with respect to the first 250,000 shares on February 1, 2023 and vesting with
respect to the remaining 1,500,000 shares in installments of 125,000 shares per fiscal quarter with the first vesting date of April 1,
2023 and 250,000 options to purchase restricted shares of the Company's common stock, at the commencement of his first renewal term
of service.

 On October 12, 2023, pursuant
to the terms of the Spruce Employment Agreement and Grant, superseding his previous employment agreement dated February 1, 2023, the Company
agreed to issue Thomas Spruce options to purchase 4,850,000 shares of the Company's common stock, with 1,550,000 of the shares vesting
on October 12, 2023 and one-eleventh (1/11 th) of the remaining shares vesting on the first day of each fiscal quarter thereafter,
subject to Thomas Spruce continuing to be a service provider through each such date. The options were issued in reliance on the exemption
from registration under Section 4(a)(2) of the Securities Act.

 On April 12, 2023, the Company
entered into an advisor agreement with Greg Shockey, an advisor of the Company. Under this advisor agreement, the Company issued options
to purchase 3,660,000 restricted shares of the Company's common stock at a strike price of $0.06 per share. The options shall vest
with respect to the first 60,000 shares on February 1, 2023, with the remaining 3,600,000 shares vesting in installments of 300,000 shares
per fiscal quarter for each quarter of continuous service, beginning on April 1, 2023. The options were issued in reliance on the exemption
from registration under Section 4(a)(2) of the Securities Act.

entered into a revised Stock Option Grant and Stock Option Agreement with Greg Shockey, in accordance with the terms of the Company's
2023 Equity Incentive Plan. The Shockey Grant and Agreement supersedes his previous advisor agreement dated April 12, 2023. Pursuant to
the terms of the Shockey Grant and Agreement, the Company agreed to issue Greg Shockey options to purchase 3,840,000 shares of the Company's
common stock, with 1,140,000 of the shares vesting on October 12, 2023 and one-ninth (1/9 th) of the remaining shares vesting
on the first day of each fiscal quarter thereafter, subject to Greg Shockey continuing to be a service provider through each such date.
The options were issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

entered into the Kellogg Employment Agreement and Grant with Jim Kellogg, Chief Financial Officer, in accordance with the terms of the
Company's 2023 Equity Incentive Plan. The Kellogg Employment Agreement and Grant supersedes his previous employment agreement and
stock option grant and agreement dated November 16, 2022. Jim Kellogg's new employment agreement provides a 36-month term of employment
from October 12, 2023, under the same compensation terms as the previous Agreement, except that the number of Stock Options granted increased
from 300,000 per year to 400,000 per year. Pursuant to the terms of the Kellogg Employment Agreement and Grant, the Company agreed to
issue Jim Kellogg options to purchase 1,500,000 shares of the Company's common stock, with 300,000 of the shares vesting on October
12, 2023 and one-twelfth (1/12 th) of the remaining shares vesting on the first day of each fiscal quarter beginning on January
1, 2024, subject to Jim Kellogg continuing to be a service provider through each such date.

 On September 28, 2023, the
Company agreed to issue Elliot Freier, a consultant for the Company, 400,000 shares of the Company's common stock pursuant to the
terms of a Restricted Stock Agreement by and between the Company and Eliot Freier, in accordance with the terms of the Company's
2023 Plan. The restricted stock was issued in reliance on the exemption from registration under Section 4(a)(2) of the Securities Act.

 On September 29, 2023, the
Company agreed to issue Laurence Eric Swann, a consultant for the Company, 3,660,000 shares of the Company's common stock pursuant
to the terms of a Restricted Stock Agreement by and between the Company and Laurence Eric Swann, in accordance with the terms of the Company's
2023 Plan. Management believes that Mr. Swann's business and financial consulting services will allow the Company to leverage its
new intellectual property. The restricted stock was issued in reliance on the exemption from registration under Section 4(a)(2) of the
Securities Act.

 On December 22, 2023, the
Company entered into an Agreement and Plan of Merger whereby 39,252,000 shares of the Company's common stock were issued to the
former holders of Pointward Inc. The restricted stock was issued in reliance on the exemption from registration under Section 4(a)(2)
of the Securities Act.

 ITEM 6. [RESERVED]

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

 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION

 AND RESULTS OF OPERATIONS

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

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

 Overview

 Electronic
Servitor Publication Network Inc. was incorporated on May 17, 2017, under the laws of the State of Delaware to engage in any lawful corporate
undertaking, including, but not limited to, selected mergers and acquisitions. The Company is a digital engagement company providing digital
activation and engagement solutions to established and developing companies that seek to optimize their digital customer engagement strategies.
The Company's managed services are powered by a proven, proprietary tech stack - the Digital Engagement Engine (or DE). This technology
provides intelligent interaction management, dynamic content provisioning, and a logic-driven workflow which creates digital experiences
that accelerate an audience from awareness to action, no matter what programs and processes that the client already has in place.

 The Company's corporate offices
are located at 107 Chestnut St., Suite 100, Stillwater, MN 55082-5542. The Company's email website is  The Company's
telephone number is (883) 991-0800.

 The Company's common
stock trades on the OTCQB Venture Market under the stock ticker symbol XESP.

 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").

 Effective October 9, 2021, as a result of the spin-off transactions,
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.

 On
November 20, 2022, the Board approved the Company's amended and restated By-laws. On and after the effective date of the By-laws,
the annual meeting of the Company's stockholder, shall be held annually on a date and at a time, and via a format (in person, conference
call, video conference etc.) designated by the board of directors and stated in a notice of the meeting. Prior to the amendment, the annual
meeting was held on the third Thursday of May of each calendar year at 10:30 am. Pursuant to the amended and restated By-laws, notice
of the meeting may now be served to stockholders by electronic transmission, upon receipt of confirmation. Further, notice for special
meetings of the Company's board of directors may now be given with no less than 24 hours by email or text, in addition to notice
in person, by letter or telephone call. The Company's officers, pursuant to the amended and restated By-laws will be comprised of
a chief executive officer, a president, a chief operations officer, a chief financial officer, a secretary, a treasurer, a controller,
and/or such other officers as may from time to time be elected or appointed by the board of directors. Consequently, new descriptions
for the offices of chief operations officer and chief financial officer have been included to the By-laws under Sections 4.7 and 4.8,
respectively. The amended and restated By-laws also include an indemnification provision to indemnify the Company's officers and
directors to the maximum extent and in the manner permitted by the General Corporation Law of Delaware.

 On
October 24, 2023, the Company's Board adopted and approved amendment to the Company's First Amended and Restated By-laws (the
"Amendment"). In accordance with the Amendment, the annual and special meetings may be held by written consent in accordance
with Delaware General Corporation Law §228. Pursuant to the By-laws currently in place, the annual meeting of the Company's
stockholders shall be held annually on a date and at a time, and via a format (in person, conference call, video conference etc.) designated
by the board of directors and stated in a notice of the meeting.

 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 Operations 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.

 As of December 31, 2023, the
Company had generated revenues of $60,000. At December 31, 2023, the Company had a total net loss of $830,602 and had an accumulated deficit
of $7,194,683.

 For the period ended December
31, 2023, the Company's independent auditors issued a report raising substantial doubt about the Company's ability to continue
as a going concern. The continuation of the Company as a going concern is dependent upon financial support from its principal stockholders,
its ability to obtain necessary equity financing, or its ability to sell its services to generate consistent profitability.

 Revenues and Losses

31, 2023, the Company posted revenues of $60,000. For that same year ended, total operating expenses were $872,950, consisting of general
and administrative expenses of $174,577, professional fees of $85,721 and stock-based compensation fees of $612,652. Loss from operations
and before income taxes totaled $812,950. Other expenses consisted of $17,652 in interest expense. After income tax expense of $0, the
Company generated a net loss from continuing operations of $830,602, and a total net loss of $830,602.

 Liquidity and Capital Resources

 The Company had total assets
of $28,431.

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

 The Company's proposed
activities will necessitate significant uses of capital beyond 2023.

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

 Discussion of the Year Ended December 31, 2023,
as compared to the Year Ended December 31, 2022

 For the year ended December
31, 2023, the Company had revenue of $60,000. For the year ended December 31, 2022 had revenue of nil.

31, 2023, the Company posted operating expenses from continuing operations of $872,950, consisting of general and administrative expenses
of $174,577, professional fees of $85,721 and stock-based compensation of $612,652. For the year ended December 31, 2022, the Company
posted operating expenses from continuing operations of $441,961, consisting of general and administrative expenses of $19,872, professional
fees of $73,800 and stock-based compensation of $348,289.

31, 2023, the Company posted a net loss of $830,602 from continuing operations for a total net loss for the year of $830,602, compared
to a net loss of $447,450 from continuing operations for a total net loss for the year of $447,450 for the year ended December 31, 2022.

31, 2023, the Company used $148,290 of cash in operating activities, generated $159,582 in cash from financing activities, and the Company
did not use or generate any cash in investing activities. During the year ended December 31, 2022, the Company used $63,334 of cash in
operating activities, generated $80,473 in cash from financing activities, and the Company did not use or generate any cash in investing
activities

 Plan of Operations

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

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

 Equipment Financing

 The Company has no existing equipment
financing arrangements.

 Revenue

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

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

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

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

 Alternative Financial Planning

 As of December 31, 2023, the
Company had cash available of $28,431.

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

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

 Off-Balance Sheet Arrangements

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

 Critical Accounting Policies

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

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

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

 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA.

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

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

 None.

 ITEM 9A. CONTROLS AND PROCEDURES.

 Evaluation of Disclosure Controls and Procedures

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

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

 Management's Annual Report on Internal Control
over Financial Reporting

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

 Management assessed our internal
control over financial reporting as of December 31, 2022, the end of our fiscal year. Management based its assessment on criteria established
in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (the
COSO 2013 Criteria). Management's assessment included evaluation of such elements as the design and operating effectiveness
of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

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

 The following is a summary of
our material weaknesses as of December 31, 2022:

 Lack of Thorough Controls
and Segregation of Duties

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

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

 Inherent Limitations on Effectiveness of Controls

 Internal control over financial
reporting has inherent limitations which include but is not limited to the use of independent professionals for advice and guidance,
interpretation of existing and/or changing rules and principles, segregation of management duties, scale of organization, and personnel
factors. Internal control over financial reporting is a process which involves human diligence and compliance and is subject to lapses
in judgment and breakdowns resulting from human failures. Internal control over financial reporting also can be circumvented by collusion
or improper management override. Because of its inherent limitations, internal control over financial reporting may not prevent or detect
misstatements on a timely basis, however these inherent limitations are known features of the financial reporting process and it is possible
to design into the process safeguards to reduce, though not eliminate, this risk. Therefore, even those systems determined to be effective
can provide only reasonable assurance with respect to financial statement preparation and presentation. Projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that
the degree of compliance with the policies or procedures may deteriorate.

 Changes in Internal Control Over Financial Reporting

 There was no change in our internal
control over financial reporting (as defined in Rule 15d-15(f) of the Exchange Act) that occurred during the year ended December 31,
2022, that materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 ITEM 9B. OTHER INFORMATION.

 During the quarter ended December 31, 2023, no director or officer adopted or terminated any Rule 10b5-1
trading arrangement or non-Rule 10b5-1 trading arrangement, as each term is defined in Item 408(a) of Regulation S-K.

 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE.

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

 Name

 Age

 Position

 Year Commenced

 Chief Executive Officer and President

 2023

 Chief Operations Officer, Secretary, and sole Director

 2022

 Chief Financial Officer

 2022

 Chief Executive Officer and President

 Peter Hager, age 54, is a seasoned
business executive with 30 years of cross industry leadership experience in executive management, sales, marketing, and technology. He
has a track record of success in providing services to Fortune 500 companies, such as United Health Group, Boston Scientific, Johnson
& Johnson, Medtronic, Wells Fargo, 3M, Target, Cargill, Land O' Lakes, and General Mills. Since 2003, Peter Hager served in
various roles including as President, CEO, and Chairman of Pointward, Inc. which is a MedTech Customer Engagement Agency. Mr. Hager has
also served as past or current director and founding member for multiple technology, professional services, and MedTech organizations,
including PhiTech Management, iSight Therapeutics, TeamNet Systems, and Bluestem Technologies. Mr. Hager holds a Bachelor of Arts degree
in economics and psychology from Macalester College in Saint Paul, Minnesota.

 Chief Operations Officer, Secretary, and sole
Director

 Thomas Spruce, age 68, is the Company's Chief Operations Officer
and sole Director. Mr. Spruce has decades of experience in large corporations, small companies, and start-ups in a variety of sales management,
operations management, business development, and consulting roles with product and service businesses. From 2008 to the present, Mr. Spruce
has served as the President and CEO of His Speed, Inc., a company that specializes in business management, development, and consulting.
Prior to 2008, Mr. Spruce served in management positions at the Principle Pharmacy Group, MediqPRN/Hill-Rom and Owen Healthcare/Cardinal
Health, where he managed sales, operations management, business transition, integrated sales, and enterprise account management. Mr. Spruce
has a Bachelor of Sciences in Pharmacy from the University of Arkansas, is a Board Member at The Victory Way, has served as Board Chairman
of the Dean's Advisory Council- Western University School of Pharmacy and was a Fellow at the American College of Healthcare Executives.

 Chief Financial Officer

 Since its inception in January
of 2005, Mr. Kellogg, age 65, has served as the principal of J. Kellogg & Company, Inc., a business and tax consultant for business
entities with annual gross sales of up to $10,000,000. Mr. Kellogg has provided legal support to clients' business valuations,
business interruption and divorce property valuations. He personally interviews, prepares and reviews approximately 1,000 personal, business,
and fiduciary tax returns on an annual basis. Mr. Kellogg has been working as a professional tax adviser since 1983. Mr. Kellogg obtained
his JD from the Western State University College of Law in Fullerton, California, with an emphasis on taxation in 1995, and was certified
as a financial planner by the College for Financial Planning in Denver, Colorado in 1990.

 Director Independence

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

 Director Compensation

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

 Committees and Terms

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

 Legal Proceedings

 On November 4, 2021, a lawsuit
captioned CAMRON ELIZABETH v. MARK PALUMBO et al., Case No. CVPS2106116 was filed in the Superior Court of California, County of Riverside
against the Company and certain of the former company's (CannAssist International Corp.) executive officers (collectively, the
"Defendants"). The Plaintiff and the former company (CannAssist International Corp.) entered into a Consulting Agreement
dated November 20, 2020 (the "Consulting Agreement"), pursuant to which Plaintiff was engaged to provide certain sales and
marketing services to that Company. As a condition of this Consulting Agreement, Plaintiff was paid a monthly fee and was granted restricted
shares of the common stock of the former company that were subject to certain vesting conditions tied to Plaintiff's service under
the Consulting Agreement. The Consulting Agreement also contained provisions that enabled the former company to terminate the Consulting
Agreement without cause after 10 days' written notice. In September 2021, the former company exercised its right to terminate the
Consulting Agreement because management of the former company at the time of termination was dissatisfied with the quality of Plaintiff's
services under the Consulting Agreement. Specifically, management of the former company at the time of termination received complaints
from third parties that Plaintiff behaved inappropriately in meetings where Plaintiff made presentations to potential clients and vendors
on behalf of the former company. In contrast, Plaintiff alleges, among other things, that the Defendants improperly misclassified Plaintiff
as an independent contractor, that certain of the former company's executive officers committed sexual harassment and defamation
and that Defendants unlawfully terminated Plaintiff. The Company believes it should not be a party to the lawsuit since the former
company, including its operations, officers, employees, contractors, assets, and liabilities were all spun out as part of or as a result
of the Spin Out Agreement dated July 23, 2021, and the Plaintiff never contracted with or was employed by the current Company. The
jury trial has commenced. The Company believes that the lawsuit is without merit and intends to defend the lawsuit vigorously; however,
there can be no assurance regarding the ultimate outcome of this lawsuit.

 Other than as described above,
we know of no other material, existing or pending legal proceedings against the Company, nor is it involved as a plaintiff in any material
proceeding or pending litigation. 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 has a material interest adverse to our interest.

 Code of Ethics

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

 Indemnification of Officers, Directors, Employees
and Agents

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

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

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

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

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

 Identification of Significant Employees

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

 Involvement in Certain Legal Proceedings

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

 Been convicted in a criminal proceeding
 or been subject to a pending criminal proceeding (excluding traffic violations and other
 minor offences);

 Had any bankruptcy petition filed
 by or against the business or property of the person, or of any partnership, corporation
 or business association of which he was a general partner or executive officer, either at
 the time of the bankruptcy filing or within two years prior to that time;

 Been subject to any order, judgment,
 or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction
 or federal or state authority, permanently or temporarily enjoining, barring, suspending
 or otherwise limiting, his involvement in any type of business, securities, futures, commodities,
 investment, banking, savings and loan, or insurance activities, or to be associated with
 persons engaged in any such activity;

 Been found by a court of competent
 jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission
 to have violated a federal or state securities or commodities law, and the judgment has not
 been reversed, suspended, or vacated;

 Been the subject of, or a party to,
 any federal or state judicial or administrative order, judgment, decree, or finding, not
 subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding
 among private litigants), relating to an alleged violation of any federal or state securities
 or commodities law or regulation, any law or regulation respecting financial institutions
 or insurance companies including, but not limited to, a temporary or permanent injunction,
 order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist
 order, or removal or prohibition order, or any law or regulation prohibiting mail or wire
 fraud or fraud in connection with any business entity; or

 Been the subject of, or a party to,
 any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory
 organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26)),
 any

 Registered entity (as defined in
 Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29)), or any equivalent exchange,
 association, entity or organization that has disciplinary authority over its members or persons
 associated with a member.

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

 Committees of the Board

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

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

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

 Risk Oversight

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

 Corporate Governance

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

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

 Code of Ethics

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

 ITEM 11. EXECUTIVE COMPENSATION.

 At December 31, 2023, the Company
had not paid cash compensation to any executive officer or director; provided, however, the Company entered into the following agreements
with executive officers and directors of the Company as follows:

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

 On February 1, 2023, Peter Hager
was appointed as the Company's President and Chief Executive Officer. Per the terms of the employment agreement, Mr. Hager
was granted options to purchase 6,400,000 restricted shares of the Company's common stock, at the commencement of his initial term
of services, for an exercise price $0.06 per share, vesting in installments of 500,000 shares per fiscal quarter with the first vesting
date of April 1, 2023 and 1,000,000 options to purchase restricted shares of the Company's common stock, at the commencement of
his first renewal term of service.

entered into a revised Stock Option Grant and Agreement with Peter Hager, President and Chief Executive Officer (the "Hager Grant
and Agreement"), in accordance with the terms of the Company's 2023 Equity Incentive Plan. The Hager Grant and Agreement
supersedes his previous stock option grant and agreement dated February 1, 2023. Pursuant to the terms of the Hager Grant and Agreement,
the Company agreed to issue Peter Hager options to purchase 6,400,000 shares of the Company's common stock, with 1,900,000 of the
shares vesting on October 12, 2023 and one-ninth (1/9 th) of the remaining shares vesting on the first day of each fiscal quarter
thereafter, subject to Peter Hager continuing to be a service provider through each such date.

 On February 1, 2023, Thomas Spruce
was appointed as the Company's Secretary and Chief Operations Officer. Per the terms of the employment agreement, Mr. Spruce was
granted options to purchase 1,750,000 restricted shares of the Company's common stock, at the commencement of his initial term
of services, for an exercise price $0.06 per share, vesting with respect to the first 250,000 shares on February 1, 2023 and vesting
with respect to the remaining 1,500,000 shares in installments of 125,000 shares per fiscal quarter with the first vesting date of April
1, 2023 and 250,000 options to purchase restricted shares of the Company's common stock, at the commencement of his first renewal
term of service.

entered into a the SpruceEmployment Agreement and Grant with Thomas Spruce, Chief Operations Officer and sole Director, in accordance
with the terms of the Company's 2023 Equity Incentive Plan. The Spruce Employment Agreement and Grant supersedes his previous employment
agreement and stock option grant and agreement, each dated February 1, 2023. Thomas Spruce's new employment agreement provides a
36-month term of employment from October 12, 2023, under the same compensation terms as the previous Agreement, except that the number
of Stock Options granted increased from 500,000 per year to 1,200,000 per year in line with Mr. Spruce's responsibilities in moving
the Company from start-up to being fully operational. Pursuant to the terms of the Spruce Employment Agreement and Grant, the Company
agreed to issue Thomas Spruce options to purchase 4,850,000 shares of the Company's common stock, with 1,550,000 of the shares vesting
on October 12, 2023 and one-eleventh (1/11 th) of the remaining shares vesting on the first day of each fiscal quarter thereafter,
subject to Thomas Spruce continuing to be a service provider through each such date.

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

entered into the the Kellogg Employment Agreement and Grant with Jim Kellogg, Chief Financial Officer, in accordance with the terms
of the Company's 2023 Equity Incentive Plan. The Kellogg Employment Agreement and Grant supersedes his previous Employment Agreement
and Stock Option Grant and Agreement dated November 16, 2022. The new Employment Agreement provides a 36-month term of employment from
October 12, 2023, under the same compensation terms as the previous Agreement, except that the number of Stock Options granted increased
from 300,000 per year to 400,000 per year. Pursuant to the terms of the Kellogg Employment Agreement and Grant, the Company agreed to
issue Jim Kellogg options to purchase 1,500,000 shares of the Company's common stock, with 300,000 of the shares vesting on October
12, 2023 and one-twelfth (1/12 th) of the remaining shares vesting on the first day of each fiscal quarter beginning on January
1, 2024, subject to Jim Kellogg continuing to be a service provider through each such date.

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

 Narrative Disclosure to Summary Compensation Table

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

 Outstanding Equity Awards at Fiscal Year-End

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

 Committees of the Board

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

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

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

 Risk Oversight

 Effective risk oversight is an
important priority of the Company. Because risks are considered in virtually every business decision, the Director's approach to
risk oversight includes understanding the critical risks in the Company's business and strategy, evaluating the Company's
risk management processes, allocating responsibilities for risk oversight among the future full Board of Directors, and fostering an
appropriate culture of integrity and compliance with legal responsibilities.

 Corporate Governance

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

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

 Code of Ethics

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

 Section 16(a) Beneficial Ownership Reporting Compliance

 Section 16(a) of the Exchange
Act may require our executive officers and Directors, and persons who own more than ten percent of our common stock to file reports of
ownership and change in ownership with the SEC and the exchange on which the common stock is listed for trading. Executive officers,
Directors and more than ten percent (10%) stockholders are required by regulations promulgated under the Exchange Act to furnish us with
copies of all Section 16(a) reports filed. Based solely on our review of copies of the Section 16(a) reports filed for the fiscal year
ended December 31, 2023, we believe that our executive officers, Directors and ten percent (10%) stockholders complied with all reporting
requirements applicable to them, aside from Mr. Jim Kellogg, who has yet to file his initial Section 16(a) report after his appointment
as Chief Financial Officer of the Company and has no ownership of the Company's common stock.

 Director Compensation

 Our sole Director does not currently
receive any consideration for his services as a Director. The Company reserves the right in the future to award future members of the
Board of Directors cash or stock-based consideration for their services to the Company, which awards, if granted shall be in the sole
determination of the Board of Directors.

 Executive Compensation Philosophy

 Our sole Director determines
the compensation given to our executive officers in his sole determination. Our sole Director also reserves the right to pay our executives
a salary, and/or issue them shares of common stock issued in consideration for services rendered and/or to award incentive bonuses which
are linked to our performance, as well as to the individual executive officer's performance. This package may also include long-term
stock-based compensation to certain executives, which is intended to align the performance of our executives with our long-term business
strategies. Additionally, our sole Director reserves the right to grant stock options in the future, if he, in his sole determination,
believes such grants would be in the best interests of the Company.

 Incentive Bonus

 The Board of Directors may grant
incentive bonuses to our executive officers in its sole discretion, if the Board of Directors believes such bonuses are in the Company's
best interest, after analyzing our current business objectives and growth, if any, and the amount of revenue we are able to generate
each month, which revenue is a direct result of the actions and ability of such executives.

 Long-term, Stock Based Compensation

 In order to attract, retain and
motivate executive talent necessary to support the Company's long-term business strategy we may award certain executives with long-term,
stock-based compensation in the future, in the sole discretion of our sole Director, which we do not currently have any immediate plans
to award other than as described herein.

 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 The following table sets forth
information as of the date of this prospectus regarding the beneficial ownership of the Company's common stock by each of its executive
officers and directors, individually and as a group and by each person who beneficially owns in excess of five percent of the common
stock after giving effect to any exercise of warrants or options held by that person.

 COMMON STOCK

 Common Shares

 Beneficially Owned

 Name of Beneficial Owner

 No. of Shares

 Percentage of Class (1)

 Peter Hager (2) (3) (4)

 7,782,000

 14.22%

 President and Chief Executive Officer

 Thomas Spruce (2) (5) (6) (7)

 15,000

 0.03%

 Chief Operations Officer, Secretary and Director

 Jim Kellogg (2) (8)

 0.00%

 Chief Financial Officer

 Phitech Management LLC (2) (9)

 0.00%

 Eric Swann (10) (11)

 6,160,000

 11.26%

 Greg Shockey (12) (13) (14)

 8,950,000

 16.35%

 Mark Palumbo (15) (16)

 2,300,000

 4.20%

 Calisota Tech LLC (3) (5)

 7,782,000

 14.22%

 Spruce Solutions LLC (3) (8)

 1,022,500

 1.87%

 Held by Affiliate

 (1)

 Based on 54,728,001 common stock shares issued and outstanding as of the date
of this filing..

 (2)

 This individual and/or entity's address is 107 Chestnut St., Suite 100, Stillwater, MN 55082-5542.

 (3)

 This individual owns options to purchase 6,400,000 shares of the common stock of the Company at a
 strike price of $0.07 per share. The options have an expiry date of 10 years from the date of grant and are subject to certain vesting
 conditions related to length of service.

 (4)

 Peter Hager owns Calisota Tech LLC, an entity that will be a greater than 5% common stock shareholder
 upon consummation of the Asset Purchase and Merger. Calisota Tech LLC is also owned by Jonathan Sweetser, a consultant of the Company.

 (5)

 These shares are owned by the Spruce Family Trust, which is controlled by Mr. Spruce.

 (6)

 This individual owns options to purchase 4,850,000 shares of the common stock of the Company at a
 strike price of $0.07 per share. The options have an expiry date of 10 years from the date of grant and are subject to certain vesting
 conditions related to length of service.

 (7)

 Thomas Spruce owns Spruce Solutions LLC.

 (8)

 This individual owns options to purchase 1,500,000 shares of the common stock of the Company at a
 strike price of $0.07 per share. The options have an expiry date of 10 years from the date of grant and are subject to certain vesting
 conditions related to length of service.

 (9)

 Peter Hager is the controlling affiliate of this entity.

 (10)

 Eric Swann is a consultant of the Company. Although he is not considered an affiliate of the Company,
 for purposes of this table only, his address is 107 Chestnut St., Suite 100, Stillwater, MN 55082-5542.

 (11)

 The Company agreed to issue this individual 3,660,000 shares of common stock of the Company pursuant
 to the terms of a Restricted Stock Award Agreement dated September 29, 2023. The shares were issued on a vesting schedule and are
 subject to certain vesting conditions related to length of service. The individual will own 660,000 vested shares of the Company's
 common stock within 60 days of November 13, 2023.

 (12)

 Greg Shockey is a consultant of the Company.

 (13)

 Greg Shockey is the controlling affiliate of Forty 7 Select Holdings LLC.

 (14)

 This individual owns options to purchase 3,840,000 shares of the common stock of the Company at a
 strike price of $0.07 per share. The options have an expiry date of 10 years from the date of grant and are subject to certain vesting
 conditions related to length of service.

 (15)

 This individual's address is 855 South Mission Avenue, Suite #K400, Fallbrook, CA 92028.

 (16)

 This individual is married to Marla Palumbo. Marla Palumbo is the holder of 1,200,000 shares of the
 Company's common stock.

 SERIES A PREFERRED STOCK

 Series A Preferred

 Shares Owned

 Percentage of Class (1)

 Forty 7 Select Holdings LLC (1) (2) (3) (4)

 1,000

 100%

 >5% Series A Preferred Stock Shareholder

 (1)

 Based on 1,000 Series A Preferred Stock shares outstanding.

 (2)

 Consists of 1,000 shares of Series A Preferred Stock, purchased at par value, which, 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.

 (3)

 This entity's address is 31878 Del Obispo 118-331, San Juan Capistrano, CA 92675.

 (4)

 Greg Shockey is the controlling affiliate of this entity. Greg Shockey is also a consultant of the
 Company.

 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS,
DIRECTOR INDEPENDENCE.

 Other than those agreements detailed
in Item 11 for Executive Compensation, the Company has also entered into the following transactions with related parties in the year
ended December 31, 2023:

31, 2022, Forty 7 Select Holdings LLC ("Forty 7") advanced the Company funds, to pay for general operating expenses. Forty
7 is controlled by Greg Shockey, a consultant and existing shareholder of the Company. As of December 31, 2023, the balance due to Forty
7 is $8,000.

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

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

 1)

 An Asset Purchase Agreement (the "Asset Purchase Agreement") with Phitech Management,
 LLC, a limited liability company organized under the laws of Minnesota ("Phitech"); and

 2)

 An Agreement and Plan of Merger (the "Merger Agreement") with Pointward Inc., a corporation
 organized under the laws of Delaware ("Pointward").

 Asset Purchase Agreement

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

 Agreement and Plan of Merger

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

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

 Peter Hager, our CEO, controls
both Phitech and Pointward and as a result the transaction with Pointward has been accounted for as a common control merger. As
a result, the assets and liabilities assumed were recorded on the Company's financial statements at their respective carry-over
basis. Under ASC 805, "Business Combinations," the Company recorded the common control merger as of the earliest date presented
in these consolidated financial statements, or December 31, 2022.

 Greg Shockey

 On February 1, 2023, the Company
entered into an Advisor Agreement with Greg Shockey, which supersedes his previous Advisor Agreement with the Company, whereby, in exchange
for business development and strategy consulting, investor relations, and facilitating meetings with targeted investors, as well as other
services, the Company agreed to issue Greg Shockey options to purchase 60,000 restricted shares of common stock at signing and an additional
1,200,000 shares of restricted common stock every year thereafter.

entered into a revised Stock Option Grant and Stock Option Agreement with Greg Shockey (the "Shockey Grant and Agreement"),
in accordance with the terms of the Company's 2023 Equity Incentive Plan. The Shockey Grant and Agreement supersedes his previous
stock option grant and stock option agreement dated April 12, 2023. Pursuant to the terms of the Shockey Grant and Agreement, the Company
agreed to issue Greg Shockey options to purchase 3,840,000 shares of the Company's common stock, with 1,140,000 of the shares vesting
on October 12, 2023 and one-ninth (1/9 th) of the remaining shares vesting on the first day of each fiscal quarter thereafter,
subject to Greg Shockey continuing to be a service provider through each such date.

 Our officers and director are
now and may in the future become a stockholder, officer or director of other companies that may be engaged in business activities similar
to those conducted by us. Accordingly, direct conflicts of interest may arise in the future with respect to such individuals acting on
our behalf or other entities. Moreover, additional conflicts of interest may arise with respect to opportunities which come to the attention
of such individual in the performance of his duties or otherwise. Although we do not currently have a right of first refusal pertaining
to opportunities that come to management's attention insofar as such opportunities may relate to our business operations, we have
established a conflict-of-interest policy intended to ensure timely disclosure and avoidance of activities and relationships that conflict
with the interests of the Company.

 Our officers and director are
subject to the restriction that all opportunities contemplated by our business plan which come to their attention, either in the performance
of their duties or in any other manner, will be considered opportunities of, and be made available to our Company. A breach of this requirement
will be a breach of the fiduciary duties of the officer or director.

 All future affiliated transactions
will be made or entered into on terms that are no less favorable to us than those that can be obtained from any unaffiliated third party.
To the extent possible, a majority of the independent, disinterested members of our board of directors will approve future affiliated
transactions.

 Review, Approval and Ratification of Related Party Transactions

 Given our small size and limited
financial resources, we have not adopted formal policies and procedures for the review, approval or ratification of transactions, such
as those described above, with our executive officers, Directors and significant stockholders. However, all of the transactions described
above were approved and ratified by our Board of Directors. In connection with the approval of the transactions described above, our
Board of Directors, took into account several factors, including their fiduciary duties to the Company; the relationships of the related
parties described above to the Company; the material facts underlying each transaction; the anticipated benefits to the Company and related
costs associated with such benefits; whether comparable products or services were available; and the terms the Company could receive
from an unrelated third party.

 We intend to establish formal
policies and procedures in the future, once we have sufficient resources and have appointed additional Directors, so that such transactions
will be subject to the review, approval or ratification of our Board of Directors, or an appropriate committee thereof. With regard
to any future related party transaction, we plan to fully disclose any and all related party transactions in the following manner:

 Disclosing such transactions in reports where required;

 Disclosing in any and all filings with the SEC, where required;

 Obtaining disinterested directors consent; and

 Obtaining shareholder consent where required.

 Director Independence

 Quotations for the Company's
common stock are entered on the Over-the-Counter Bulletin Board inter-dealer quotation system, which does not have director independence
requirements. For purposes of determining director independence, the Company applied the definitions set out in NASDAQ Rule 4200(a)(15).
Under NASDAQ Rule 4200(a)(15), a director is not considered to be independent if he or she is also an executive officer or employee of
the corporation. As a result, the Company does not have any independent directors. Our sole director, Thomas Spruce, is also an executive
officer of the Company.

 ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

 Audit Fees

 The aggregate fees billed for
each of the last two fiscal years for professional services rendered by the principal accountant for the audit of our annual financial
statement and review of financial statements included in our 10-Q reports and services normally provided by the accountant in connection
with statutory and regulatory filings or engagements were $[. ] for fiscal year ended December
31, 2023, and $43,000 for fiscal year ended December 31, 2022.

 Audit-Related Fees

 The aggregate fees billed in
each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance
of the audit or review of our financial statements that are not reported above were nil for fiscal years ended December 31, 2023 and
2022, respectively.

 Tax Fees

 The aggregate fees billed in
each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and
tax planning were nil for fiscal years ended December 31, 2023 and 2022, respectively.

 All Other Fees

 The aggregate fees billed in
each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported above
were nil for fiscal years ended December 31, 2023 and 2022, respectively.

 Audit Committee

 As of the date of this Annual
Report, the Company did not have a standing audit committee serving, and as a result our board of directors performs the duties of an
audit committee. Our board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before
the auditor renders audit and non-audit services. We do not rely on pre-approval policies and procedures.

 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

 (a)
 Financial Statements Index

 The following financial statements are filed with this report:

 Report of Independent Registered Public Accounting Firm

 Balance Sheets at December 31, 2023 and 2022

 Statements of Operations for the years ended December 31, 2023
and December 31, 2022

 Statements of Changes in Stockholders' Equity (Deficit)
for the years ended December 31, 2023 and December 31, 2022

 Statements of Cash Flows for the years ended December 31, 2023
and December 31, 2022

 Notes to Financial Statements

 EXHIBITS

 3.1

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

 3.2

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

 3.3

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

 3.4

 Series
 A Certificate of Designation filed with the Secretary of State of Delaware on May 6, 2019 (previously filed on Form 8-K on March
 30, 2020 as Exhibit 3.4, and incorporated herein by this reference.)

 3.5

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

 3.6

 First
 Amended and Restated By-laws (previously filed on Form 8-K on November 21, 2022 as Exhibit 99.3, and incorporated herein by this
 reference.)

 10.1

 Asset
 Purchase Agreement by and between Electronic Servitor Publication Network, Inc. and Phitech Management, LLC, dated December 22, 2023.
 (previously filed on Form 8-K on January 2, 2024 as Exhibit 2.1, and incorporated herein by this reference.)

 10.2

 Agreement
 and Plan of Merger by and between Electronic Servitor Publication Network, Inc. and Pointward Inc., dated December 22, 2023 (previously
 filed on Form 8-K on January 2, 2024 as Exhibit 2.2, and incorporated by this reference.)

 10.3

 Electronic
 Servitor Publication Network, Inc. 2023 Equity Incentive Plan, dated as of September 22, 2023 (previously filed on Form 8-K
 as Exhibit 10.1 and incorporated herein by this reference.)

 10.4

 Consulting
 Agreement by and between Electronic Servitor Publication Network, Inc. and Laurence Eric Swann dated September 29, 2023 (previously
 filed on Form 8-K as Exhibit 99.1 and incorporated herein by this reference.)

 10.5

 Restricted
 Stock Agreement by and between Electronic Servitor Publication Network, Inc. and Laurence Eric Swann dated September 29, 2023 (previously
 filed on Form 8-K as Exhibit 99.2 and incorporated herein by this reference.)

 10.6

 Stock
 Option Grant and Stock Option Agreement with Greg Shockey (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.2, and
 incorporated herein by this reference.)

 10.7

 Employment
 Agreement with Peter Hager (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.3, and incorporated herein by this reference.)

 10.8

 Stock
 Option Grant and Stock Option Agreement with Peter Hager (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.4, and incorporated
 herein by this reference.)

 10.9

 Employment
 Agreement with Thomas Spruce (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.5, and incorporated herein by this reference.)

 10.10

 Stock
 Option Grant and Stock Option Agreement with Thomas Spruce (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.6, and
 incorporated herein by this reference.)

 10.11

 Advisor
 Agreement with Greg Shockey (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.1, and incorporated herein by this reference.)

 10.12

 Stock
 Option Grant and Stock Option Agreement with Greg Shockey (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.2,
 and incorporated herein by this reference.)

 10.13

 Employment
 Agreement with Peter Hager (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.3, and incorporated herein by this
 reference.)

 10.14

 Stock
 Option Grant and Stock Option Agreement with Peter Hager (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.4, and
 incorporated herein by this reference.)

 10.15

 Employment
 Agreement with Thomas Spruce (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.5, and incorporated herein by this reference.)

 10.16

 Stock
 Option Grant and Stock Option Agreement with Thomas Spruce (previously filed on Form 8-K on February 7, 2023 as Exhibit 99.6, and
 incorporated herein by this reference.)

 31.1*

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

 31.2*

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

 32.1*

 Section 1350 Certification of Principal Executive Officer and Principal Financial Officer

 *
 Filed herewith.

 SIGNATURES

 Pursuant to the requirements of Section 13 or 15(d)
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned in Minneapolis,
MN, thereunto duly authorized, on April 1, 2024.

 ELECTRONIC SERVITOR PUBLICATION NETWORK INC.

 By:

 /s/ Peter Hager

 Title: Chief Executive Officer (Principal Executive Officer)

 By:

 /s/ Jim Kellogg

 Title: Chief Financial Officer (Principal Financial Officer)

 By:

 /s/ Jim Kellogg

 Title: Chief Financial Officer (Principal Accounting Officer)

 Pursuant 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, on April 1, 2024.

 By:

 /s/ Peter Hager

 Title:

 Chief Executive Officer (Principal Executive Officer)

 By:

 /s/ Jim Kellogg

 Title:

 Chief Financial Officer (Principal Financial Officer)

 By:

 /s/ Jim Kellogg

 Title:

 Chief Financial Officer (Principal Accounting Officer)

 Pursuant to the requirements
of the Securities Act of 1933, this registration statement has been signed below by the following persons, constituting all of the members
of the board of directors, in the capacities and on the dates indicated.

 Signature

 Capacity

 Date

 /s/ Thomas Spruce

 Director

 April 1, 2024

 SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS
FILED PURSUANT TO SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES PURSUANT TO SECTION 12 OF THE ACT

 We will furnish to the Securities
and Exchange Commission, at the same time that it is sent to stockholders, any proxy or information statement that we send to our stockholders
in connection with any annual stockholders' meeting.

 INDEX TO FINANCIAL STATEMENTS

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

 Balance Sheets as of December 31, 2023 and 2022

 Statements of Operations for the Years ended December 31, 2023 and 2022

 Statements of Changes in Stockholders' Deficit for the years ended December 31, 2023 and 2022

 Statements of Cash Flows for the years ended December 31, 2023 and 2022

 Notes to Financial Statements

 F- 1

 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM

 To the Board of Directors and Shareholders of
Electronic Servitor Publication Network, Inc.:

 Opinion on the Financial Statements

 We have audited the accompanying consolidated balance
sheets of Electronic Servitor Publication Network, Inc. (the "Company") as of December 31, 2023 and 2022 and the related
consolidated statements of operations, shareholders' equity, and cash flows for the two years in the period ended December 31,
2023, and the related notes and schedules (collectively referred to as the financial statements). In our opinion, the financial statements
present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of
its operations and its cash flows for the two years in the period ended December 31, 2023 and 2022, in conformity with accounting principles
generally accepted in the United States of America.

 Going Concern Matter

 The accompanying financial statements have been prepared
assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered
recurring losses from operations that raises substantial doubt about its ability to continue as a going concern. Management's plans in
regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.

 Basis for Opinion

 These financial statements are the responsibility
of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our
audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.

 We conducted our audit in accordance with the standards
of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform,
an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal
control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal
control over financial reporting. Accordingly, we express no such opinion.

 Our audit included performing procedures to assess
the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond
to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial
statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as
evaluating the overall presentation of the financial statements. We believe that our audit provide a reasonable basis for our opinion.

 Critical Audit Matter

 Critical audit matters are
matters arising from the current-period audit of the financial statements that were communicated or required to be communicated to the
audit committee and that (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially
challenging, subjective, or complex judgments.

 We determined that there
are no critical audit matters.

 /S BF Borgers CPA PC (PCAOB ID 5041)

 We have served as the Company's auditor since 2018

 Lakewood, CO

 April 1, 2024

 F- 2

 BALANCE SHEETS

 December 31,
 2023

 December 31,
 2022

 ASSETS

 Current assets:

 Cash

 $
 28,431

 $

 Total assets

 $
 28,431

 $

 LIABILITIES AND STOCKHOLDERS' DEFICIT

 Current liabilities:

 Accounts payable and accruals

 $
 66,140

 $
 49,680

 Loans payable

 229,630

 52,630

 Note payable

 2,500,000

 –

 Due to a related party

 34,450

 51,868

 Total current liabilities

 2,830,220

 154,178

 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;
 51,428,001 and 21,416,001 shares issued and outstanding, respectively.

 5,143

 2,142

 Additional paid in capital

 4,387,751

 6,224,900

 Accumulated deficit

 ( 7,194,683
)

 ( 6,364,081
)

 Total Stockholders' deficit

 ( 2,801,789
)

 ( 137,039
)

 Total Liabilities and Stockholders' Deficit

 $
 28,431

 $

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

 F- 3

 STATEMENTS OF OPERATIONS

 For the Years Ended
 December 31,

 2023

 2022

 Revenue

 $
 60,000

 $
 –

 Operating expenses:

 General and administrative

 174,577

 19,872

 Professional fees

 85,721

 73,800

 Stock based compensation

 612,652

 348,289

 Total operating expenses

 872,950

 441,961

 Loss from operations

 ( 812,950
)

 ( 441,961
)

 Other expense:

 Interest expense

 ( 17,652
)

 ( 5,489
)

 Total other expense

 ( 17,652
)

 ( 5,489
)

 Loss before provision for income taxes

)

)

 Provision for income taxes

 –

 –

 Net loss

 $
)

 $
)

 Loss per share, basic and diluted

 $
 ( 0.04
)

 $
 ( 0.00
)

 Weighted average shares outstanding, basic and diluted

 21,612,741

 21,416,001

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

 F- 4

 STATEMENT OF CHANGES OF STOCKHOLDERS'
DEFICIT

 For the Years Ended December 31, 2023 and 2022

 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

 $
 2,142

 $
 5,876,611

 $
 ( 5,916,631
)

 $
 ( 37,878
)

 Stock option expense

 –

 –

 –

 –

 348,289

 –

 348,289

 Net loss

 –

 –

 –

 –

 –

)

)

 Balance, December 31, 2022

 1,000

 $
 –

 21,416,001

 $
 2,142

 $
 6,224,900

 $
 ( 6,364,081
)

 $
 ( 137,039
)

 Stock option expense

 –

 –

 –

 –

 612,652

 –

 612,652

 Shares issued for services

 –

 –

 760,000

 53,124

 –

 53,200

 Shares exchange for acquisition

 –

 –

 39,252,000

 3,925

 ( 3,925
)

 –

 –

 Shares cancelled

 –

 –

 ( 10,000,000
)

 ( 1,000
)

 ( 2,499,000
)

 –

 ( 2,500,000
)

 Net loss

 –

 –

 –

 –

 –

)

)

 Balance, December 31 2023

 1,000

 $
 –

 51,428,001

 $
 5,143

 $
 4,387,751

 $
 ( 7,194,683
)

 $
 ( 2,801,789
)

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

 F- 5

 ELECTRONIC
 SERVITOR PUBLICATION NETWORK, INC.

 STATEMENTS OF CASH FLOWS

 For the Years Ended
 December 31,

 2023

 2022

 Cash flows from operating activities:

 Net loss

 $
)

 $
)

 Adjustments to reconcile net loss to net cash used in operating activities:

 Stock based compensation

 665,852

 348,289

 Changes in Operating Assets and Liabilities:

 Accounts payable and accruals

 16,460

 35,827

 Net cash used by operating activities

 ( 148,290
)

 ( 63,334
)

 Cash flows from Investing activities:

 –

 –

 Cash flows from Financing activities:

 Proceeds from loans - related party

 24,850

 27,843

 Proceeds from loans payable

 177,000

 52,630

 Repayment of loans - related party

 ( 42,268
)

 –

 Net cash provided by financing activities

 159,582

 80,473

 Net change in cash

 11,292

 Cash, beginning of period

 –

 Cash, end of period

 $
 28,431

 $

 Cash Paid For:

 Cash paid for interest

 $
 –

 $
 –

 Cash paid for taxes

 $
 –

 $
 –

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

 F- 6

 NOTES TO FINANCIAL STATEMENTS

 DECEMBER 31, 2023

 NOTE 1 – DESCRIPTION OF BUSINESS AND HISTORY

 Description of business

 The Company was originally incorporated on May
17, 2017, under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not limited to, selected
mergers and acquisitions. 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 107 Chestnut St., Suite 100, Stillwater, MN 55082-5542.. The URL of the Company's
website is

 The Company's business focuses on driving
growth for brands through effective digital interactions within current and new communities. The Company's licensed proprietary
technology, the Digital Engagement Engine, utilizes a combination of automation, unique data management, and a modern workflow built
on a microservices architecture to achieve greater reach and lift for content providers.

 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 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 issues 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, 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.

 F- 7

 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.

 NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING
POLICIES

 Basis of Presentation

 The Company's consolidated financial statements
have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

 Use of Estimates

 The preparation of financial statements in conformity
with generally 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 period. Actual results could differ from those estimates.

 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 consequently
have not experienced any losses in our accounts. At times, such deposits may be in excess of the Federal Deposit Insurance Corporation
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 as of December 31, 2023
and 2022.

 Basic and Diluted Earnings Per Share

 Net income (loss) per common share is computed
pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net income (loss) per common share is computed
by dividing net income (loss) by the weighted average number of shares of common stock outstanding during the period. Diluted net
income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock and
potentially outstanding shares of common stock during the period. The weighted average number of common shares outstanding and potentially
outstanding common shares assumes that the Company incorporated as of the beginning of the first period presented. As of December 31,
2023, there are 153,503 potentially dilutive shares from warrants and 6,670,000 potentially dilutive shares from vested options. As of
December 31, 2022, there are 153,503 potentially dilutive shares from warrants and 1,190,000 potentially dilutive shares from vested
options. Diluted amounts are not presented when the effect of the computations are anti-dilutive due to the losses incurred. Accordingly,
there is no difference in the amounts presented for basic and diluted loss per share.

 F- 8

 Revenue Recognition

 The Company recognizes revenue under ASC 606,
"Revenue from Contracts with Customers" ("ASC 606"). The Company determines revenue recognition through the following
steps:

 Identification of a contract with a customer;

 Identification of the performance obligations in the contract;

 Determination of the transaction price;

 Allocation of the transaction price to the performance obligations in the contract; and

 Recognition of revenue when or as the performance obligations are satisfied.

 Revenue is recognized when control of the promised
goods or services is transferred to customers, in an amount that reflects the consideration the Company expects to be entitled to in
exchange for those goods or services. As a practical expedient, the Company does not adjust the transaction price for the effects of
a significant financing component if, at contract inception, the period between customer payment and the transfer of goods or services
is expected to be one year or less.

 Stock-based Compensation

 In June 2018, the FASB issued ASU 2018-07, Compensation
– Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. ASU 2018-07 allows companies
to account for nonemployee awards in the same manner as employee awards. The guidance is effective for fiscal years beginning after December
15, 2018, and interim periods within those annual periods. We adopted this ASU on January 1, 2019.

 Fair value of financial instruments

 The Company follows paragraph 825-10-50-10 of
the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of
the FASB Accounting Standards Codification ("Paragraph 820-10-35-37") to measure the fair value of its financial instruments.
Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States
of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair
value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to
valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority
to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The
three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below.

 Level 1: Quoted market prices available in active markets
for identical assets or liabilities as of the reporting date.

 Level 2: Pricing inputs other than quoted prices in active
markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

 Level 3: Pricing inputs that are generally unobservable
inputs and not corroborated by market data.

 The carrying amount of the Company's financial
assets and liabilities, such as cash, prepaid expenses and accrued expenses approximate their fair value because of the short maturity
of those instruments.

 F- 9

 Income Taxes

 Income taxes are provided for the tax effects
of the transactions reported in the financial statements and consist of taxes currently due plus deferred taxes related primarily
to tax net operating loss carryforwards. The deferred tax assets and liabilities represent the future tax return consequences of these
differences, which will either be taxable or deductible when assets and liabilities are recovered or settled, as well as operating loss
carryforwards. 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. The effect on deferred tax assets and liabilities of a
change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is established against
deferred tax assets when in the judgment of management, it is more likely than not that such deferred tax assets will not become available.
Because the judgment about the level of future taxable income is dependent to a great extent on matters that may, at least in part, be
beyond the Company's control, it is at least reasonably possible that management's judgment about the need for a valuation
allowance for deferred taxes could change in the near term.

 Tax benefits are recognized only for tax positions
that are more likely than not to be sustained upon examination by tax authorities. The amount recognized is measured as the largest amount
of benefit that is greater than 50 percent likely to be realized upon settlement. A liability for "unrecognized tax benefits"
is recorded for any tax benefits claimed in the Company's tax returns that do not meet these recognition and measurement standards.
As of December 31, 2023, and 2022, no liability for unrecognized tax benefits was required to be reported.

 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 financial statements have been
prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course
of business. The Company has begun to recognize limited revenue in the current year and has an accumulated deficit of $ 7,194,683 as of
December 31, 2023. The Company's continuation as a going concern is dependent upon its ability to generate revenue to satisfy its
obligations on a timely basis and ultimately to attain profitability. There is no guarantee that the Company's activities will
generate sufficient revenues to sustain its operations, 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 from its officers, directors,
or principal stockholders, subject to terms obtainable and satisfactory to the Company. There is no guarantee that the Company will be
able to raise additional funds or to do so at an advantageous price. The financial statements of the Company do not include any adjustments
that may result from the outcome of these aforementioned uncertainties.

 NOTE 4 – NOTES PAYABLE

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

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

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

 F- 10

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

 On January 6, 2023, the Company issued a note
payable for $ 15,000 to a third party. The note matured on July 6, 2023, and bears interest at 8.5 % per annum. As of December 31, 2023,
there is $ 1,254 of interest accrued on this note.

 On March 13, 2023, the Company issued a note
payable for $ 12,000 to a third party. The note matured on September 13, 2023, and bears interest at 8.5 % per annum. As of December 31,
2023, there is $ 819 of interest accrued on this note.

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

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

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

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

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

 NOTE 5 – RELATED PARTY TRANSACTIONS

 During the year ended December 31, 2022, Forty
7 Select Holdings LLC ("Forty 7") advanced the Company funds, to pay for general operating expenses. Forty 7 is controlled
by Greg Shockey, an existing shareholder of the Company. As of December 31, 2023, the balance due to Forty 7 is $ 8,000.

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

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

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

 1)

 An Asset Purchase Agreement (the "Asset Purchase Agreement") with Phitech Management,
 LLC, a limited liability company organized under the laws of Minnesota ("Phitech"); and

 2)

 An Agreement and Plan of Merger (the "Merger Agreement") with Pointward Inc., a corporation
 organized under the laws of Delaware ("Pointward").

 F- 11

 Asset Purchase Agreement

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

 Agreement and Plan of Merger

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

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

 Peter Hager, our CEO, controls both Phitech and
Pointward and as a result the transaction with Pointward has been accounted for as a common control merger. As a result, the assets
and liabilities assumed were recorded on the Company's financial statements at their respective carry-over basis. Under ASC 805,
"Business Combinations," the Company recorded the common control merger as of the earliest date presented in these consolidated
financial statements, or December 31, 2022.

 NOTE 6 – PREFERRED STOCK

 The Company has designated 1,000 shares of Series
A Preferred Stock. The shares of Series A Preferred Stock have a par value of $ 0.0001 per share. The Series A Preferred Shares do not
have a dividend rate or liquidation preference and are not convertible into shares of common stock. Series A Preferred Stock, voting
together as a class, have the right to vote 60% of the Company's voting shares on any and all shareholder matters (the "Majority
Voting Rights"). Additionally, the Company shall not adopt any amendments to the Company's Bylaws, Articles of Incorporation,
as amended, make any changes to the Certificate of Designations establishing the Series A Preferred Stock, or effect any reclassification
of the Series A Preferred Stock, without the affirmative vote of at least a majority of the outstanding shares of Series A Preferred
Stock. However, the Company may, by any means authorized by law and without any vote of the holders of shares of Series A Preferred Stock,
make technical, corrective, administrative or similar changes to such Certificate of Designations that do not, individually or in the
aggregate, adversely affect the rights or preferences of the holders of shares of Series A Preferred Stock. Other than the Majority Voting
Rights, the Series A Preferred Stock does not have any other dividend, liquidation, conversion, or redemption rights, whatsoever.

 NOTE 7 – OPTIONS

 Greg Shockey

 Effective April 12, 2022, the Company entered
into an Advisory Agreement with Greg Shockey, an affiliate of the Company and service provider. Under this Advisory Agreement, the Company
issued options to purchase 240,000 restricted shares of the Company's common stock at a strike price of $0.39 per share. The options
vest over a period of 1 year contingent upon service and expire 10 years from the date of grant.

 F- 12

 On February 1, 2023, the Company entered into
an Advisor Agreement with Greg Shockey, which supersedes his previous Advisor Agreement with the Company, whereby, in exchange for business
development and strategy consulting, investor relations, and facilitating meetings with targeted investors, as well as other services,
the Company agreed to issue Greg Shockey options to purchase 60,000 restricted shares of common stock at signing and an additional 1,200,000
shares of restricted common stock every year thereafter.

 On October 12, 2023, the Company entered into
a revised Stock Option Grant and Stock Option Agreement with Greg Shockey (the " Shockey Grant and Agreement "), in
accordance with the terms of the Company's 2023 Equity Incentive Plan. The Shockey Grant and Agreement supersedes his previous
stock option grant and stock option agreement dated April 12, 2023. Pursuant to the terms of the Shockey Grant and Agreement, the Company
agreed to issue Greg Shockey options to purchase 3,840,000 shares of the Company's common stock, with 1,140,000 of the shares vesting
on October 12, 2023 and one-ninth (1/9 th) of the remaining shares vesting on the first day of each fiscal quarter thereafter,
subject to Greg Shockey continuing to be a service provider through each such date.

 Danijella Dragas

 Effective April 12, 2022, the Company entered
into an Advisory Agreement with Danijella Dragas, a third-party service provider. Under this Advisory Agreement, the Company issued options
to purchase 240,000 restricted shares of the Company's common stock at a strike price of $0.39 per share. The options vest over
a period of 1 year contingent upon service and expire 10 years from the date of grant. On March 23, 203, the Advisory Agreement was cancelled,
thereby terminating Danijella Dragas and forfeiting 60,000 unvested options.

 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 an additional 6-month term unless terminated earlier. This agreement is terminable by each of the parties
upon written notice. Under this Employment Agreement, the Company pays a base salary of $1.00 per year and issued options to purchase
 500,000 restricted shares of the Company's common stock at a strike price of $0.39 per share. The options vest over a period of
two years and expire 10 years from the date of grant.

 On May 27, 2022, the Company entered into an
Addendum to Employment Agreement with Thomas Spruce, which granted Mr. Spruce options to purchase an additional 250,000 restricted shares
of the Company's common stock at a strike price of $0.15 per share. The options vest immediately from the date of the grant and
expire 10 years from the date of grant.

 On February 1, 2023, Thomas Spruce was appointed
as the Company's Secretary and Chief Operations Officer. Per the terms of the employment agreement, Mr. Spruce was granted options
to purchase 1,750,000 restricted shares of the Company's common stock, at the commencement of his initial term of services, for
an exercise price $ 0.06 per share, vesting with respect to the first 250,000 shares on February 1, 2023 and vesting with respect to the
remaining 1,500,000 shares in installments of 125,000 shares per fiscal quarter with the first vesting date of April 1, 2023 and 250,000
options to purchase restricted shares of the Company's common stock, at the commencement of his first renewal term of service.

 F- 13

 On October 12, 2023, the Company entered into
a new Employment Agreement and Stock Option Grant and Agreement with Thomas Spruce, Chief Operations Officer and sole Director (the " Spruce
Employment Agreement and Grant "), in accordance with the terms of the Company's 2023 Equity Incentive Plan. The Spruce
Employment Agreement and Grant supersedes his previous employment agreement and stock option grant and agreement, each dated February
1, 2023. Thomas Spruce's new employment agreement provides a 36-month term of employment from October 12, 2023, under the same
compensation terms as the previous Agreement, except that the number of Stock Options granted increased from 500,000 per year to 1,200,000
per year in line with Mr. Spruce's responsibilities in moving the Company from start-up to being fully operational. Pursuant to
the terms of the Spruce Employment Agreement and Grant, the Company agreed to issue Thomas Spruce options to purchase 4,850,000 shares
of the Company's common stock, with 1,550,000 of the shares vesting on October 12, 2023 and one-eleventh (1/11 th) of
the remaining shares vesting on the first day of each fiscal quarter thereafter, subject to Thomas Spruce continuing to be a service
provider through each such date.

 On November 16, 2022, the Company entered into
an Employment Agreement with Jim Kellogg, which granted Mr. Kellogg options to purchase 300,000 restricted shares of the Company's
common stock at a strike price of $0.10 per share. The options vest over a period of 1 year contingent upon service and expire 10 years
from the date of grant.

 On October 12, 2023, the Company entered into
a new Employment Agreement and Stock Option Grant and Agreement with Jim Kellogg, Chief Financial Officer (the "Kellogg
Employment Agreement and Grant "), in accordance with the terms of the Company's 2023 Equity Incentive Plan. The Kellogg
Employment Agreement and Grant supersedes his previous Employment Agreement and Stock Option Grant and Agreement dated November 16, 2022.
The new Employment Agreement provides a 36-month term of employment from October 12, 2023, under the same compensation terms as the previous
Agreement, except that the number of Stock Options granted increased from 300,000 per year to 400,000 per year. Pursuant to the terms
of the Kellogg Employment Agreement and Grant, the Company agreed to issue Jim Kellogg options to purchase 1,500,000 shares of the Company's
common stock, with 300,000 of the shares vesting on October 12, 2023 and one-twelfth (1/12 th) of the remaining shares vesting
on the first day of each fiscal quarter beginning on January 1, 2024, subject to Jim Kellogg continuing to be a service provider through
each such date.

 On February 1, 2023, Peter Hager was appointed
as the Company's President and Chief Executive Officer. Per the terms of the employment agreement, Mr. Hager was granted options
to purchase 6,400,000 restricted shares of the Company's common stock, at the commencement of his initial term of services, for
an exercise price $ 0.06 per share, vesting in installments of 500,000 shares per fiscal quarter with the first vesting date of April
1, 2023 and 1,000,000 options to purchase restricted shares of the Company's common stock, at the commencement of his first renewal
term of service.

 On October 12, 2023, the Company entered into
a revised Stock Option Grant and Agreement with Peter Hager, President and Chief Executive Officer (the " Hager Grant and Agreement "),
in accordance with the terms of the Company's 2023 Equity Incentive Plan. The Hager Grant and Agreement supersedes his previous
Stock Option Grant and Agreement dated February 1, 2023. Pursuant to the terms of the Hager Grant and Agreement, the Company agreed to
issue Peter Hager options to purchase 6,400,000 shares of the Company's common stock, with 1,900,000 of the shares vesting on October
12, 2023 and one-ninth (1/9 th) of the remaining shares vesting on the first day of each fiscal quarter thereafter, subject
to Peter Hager continuing to be a service provider through each such date.

 F- 14

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

 Schedule of assumptions for fair value

 Options

 11,810,000

 Share price

 $
 0.066

 $
 0.06

 Term

 10 years

 Volatility

 209.39 %

 Risk Free Interest Rate

 3.39 %

 Dividend rate

 –

 Effective September 28, 2023, the Company entered
into an Advisory Agreement with Jonathan Sweetser, a third-party service provider. Under this Advisory Agreement, the Company issued
options to purchase 60,000 restricted shares of the Company's common stock upon signing and 1,200,000 shares per year over the
next three years. The options were issued at a strike price of $0.07 per share. The options vest over a period of 1 year contingent upon
service and expire 10 years from the date of grant.

 Effective September 28, 2023, the Company entered
into an Advisory Agreement with Heather Rawls, a third-party service provider. Under this Advisory Agreement, the Company issued options
to purchase 100,000 restricted shares of the Company's common stock at a strike price of $0.07 per share. The options vest over
a period of 1 year contingent upon service and expire 10 years from the date of grant.

 Options were issued with the following inputs:

 Schedule of assumptions for fair value

 Options

 3,760,000

 Share price

 $
 0.07

 $
 0.07

 Term

 10 years

 Volatility

 172.47 %

 Risk Free Interest Rate

 4.59 %

 Dividend rate

 –

 During the quarter ended September 30, 2023,
the Company accounted for 300,000 options that were effective on November 16, 2022. The option has a strike price of $0.10 per share.
The options vest over a period of 1 year contingent upon service and expire 10 years from the date of grant.

 Options were issued with the following inputs:

 Schedule of assumptions for fair value

 Options

 300,000

 Share price

 $
 0.10

 $
 0.10

 Term

 10 years

 Volatility

 190.439 %

 Risk Free Interest Rate

 3.67 %

 Dividend rate

 –

 F- 15

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

 Schedule of options activity

 Number of
 Options

 Weighted
 Average
 Exercise
 Price

 Weighted
 Average
 Remaining
 Contract
 Term

 Aggregate
 Intrinsic
 Value

 Outstanding at December 31, 2021

 –

 $
 –

 –

 $
 –

 Granted

 2,030,000

 $
 0.36

 $
 –

 Cancelled

 ( 250,000
)

 $
 –

 –

 $
 –

 Exercised

 –

 $
 –

 –

 $
 –

 Outstanding at December 31, 2022

 1,780,000

 $
 0.35

 9.81

 $
 –

 Granted

 20,350,000

 $
 0.07

 9.78

 $
 –

 Cancelled

 ( 800,000
)

 $
 –

 –

 $
 –

 Exercised

 –

 $
 –

 –

 $
 –

 Outstanding at December 31, 2023

 21,330,000

 $
 0.08

 9.74

 $
 –

 Exercisable at December 31, 2023

 6,230,000

 $
 0.09

 9.03

 $
 –

 Schedule of stock options activity number of shares

 Range of Exercise

 Prices

 Number Outstanding

 12/31/2023

 Weighted Average

 Remaining

 Contractual Life

 Weighted Average

 $ 0.06 – $ 0.39

 21,330,000

 9.74 years

 $ 0.08

 NOTE 8 – WARRANTS

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

 Schedule of outstanding
 stock warrants and changes

 Number of
 Warrants

 Weighted
 Average
 Exercise
 Price

 Weighted
 Average
 Remaining
 Contract
 Term

 Aggregate
 Intrinsic
 Value

 Outstanding at December 31, 2021

 153,503

 $
 0.25

 6.92

 $
 –

 Granted

 –

 $
 –

 –

 $
 –

 Expired

 –

 $
 –

 –

 $
 –

 Exercised

 –

 $
 –

 –

 $
 –

 Outstanding at December 31, 2022

 153,503

 $
 0.25

 5.92

 $
 –

 Granted

 –

 $
 –

 –

 $
 –

 Expired

 –

 $
 –

 –

 $
 –

 Exercised

 –

 $
 –

 –

 $
 –

 Exercisable at December 31, 2023

 153,503

 $
 0.25

 5.67

 $
 –

 F- 16

 Schedule of weighted average number of shares

 Range of Exercise

 Prices

 Number Outstanding

 12/31/2023

 Weighted Average

 Remaining

 Contractual Life

 Weighted Average

 $ 0.25

 153,503

 4.92 years

 $ 0.25

 NOTE 9 – INCOME TAXES

 Deferred taxes are provided on a liability method
whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry forwards and
deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported
amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion
of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has evaluated
Staff Accounting Bulletin No. 118 regarding the impact of the decreased tax rates of the Tax Cuts & Jobs Act. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. The U.S. federal income tax rate
of 21 % is being used due to the new tax law recently enacted.

 Net deferred tax assets consist of the following
components as of December 31:

 Schedule of components of income tax expense

 2023

 2022

 Federal income tax benefit attributable to:

 Current operations

 $
 173,000

 $
 94,000

 Less: valuation allowance

 ( 173,000
)

 ( 94,000
)

 Net provision for Federal income taxes

 $
 –

 $
 –

 The income tax provision differs from the amount
of income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the period ended
December 31, due to the following:

 Schedule of deferred tax assets and liabilities

 2023

 2022

 Deferred Tax Assets:

 NOL Carryover

 $
 1,509,000

 $
 1,336,000

 Less valuation allowance

 ( 1,509,000
)

 ( 1,336,000
)

 Net deferred tax assets

 $
 –

 $
 –

 At December 31, 2023, the Company had net operating
loss carry forwards of approximately $ 2,949,000 that may be offset against future taxable income. NOLs from tax years up to 2018 can
be carried forward twenty years. Under the CARES Act, the Company can carry forward NOLs indefinitely for NOLs generated in a tax year
beginning after 2018, that remain after they are carried back to tax years in the five-year carryback period. No tax benefit has been
reported in the December 31, 2023, financial statements since the potential tax benefit is offset by a valuation allowance of the same
amount.

 Due to the change in ownership provisions of
the Tax Reform Act of 1986, net operating loss carry forwards for Federal Income tax reporting purposes are subject to annual limitations.
Should a change in ownership occur, net operating loss carry forwards may be limited as to use in future years. With few exceptions,
the Company is no longer subject to U.S. federal, state and local income tax examinations by tax authorities for years before 2017.

 NOTE 10 – 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 there
are no material subsequent events to disclose in these financial statements.

 F- 17