Form 10-Q - Quarterly report [Sections 13 or 15(d)]

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2022

☐ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-148546

DLT RESOLUTION, INC

(Exact name of registrant as specified in its charter)

Nevada		20-8248213
(State of Incorporation)		(I.R.S. Employer Identification No.)

5940 S. Rainbow Blvd., Ste 400-32132, Las Vegas, NV		89118
(Address of principal executive offices)		(Zip Code)

(702) 796-6363

(Registrant’s telephone number, including area code)

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

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

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 ☐ 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 ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the 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	☐	Non‑accelerated filer	☐
Accelerated filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		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 is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of August 7, 2023, 24,926,287 shares of the registrant’s Common Stock, $0.001 par value, were issued and 22,667,537 were outstanding.

TABLE OF CONTENTS

FORM 10-Q

QUARTER ENDED MARCH 31, 2022

		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations	4

	Condensed Consolidated Statements of Comprehensive Loss	5

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit	6

	Condensed Consolidated Statements of Cash Flows	7

	Notes to Condensed Consolidated Financial Statements	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15

Item 4.	Controls and Procedures	15

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	18

Item 1A.	Risk Factors	18

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18

Item 3.	Defaults Upon Senior Securities	18

Item 4.	Mine Safety Disclosures	18

Item 5.	Other Information	18

Item 6.	Exhibits	18

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Item 1: Financial Statements.

DLT RESOLUTION, INC
Condensed Consolidated Balance Sheets
(Unaudited)

	March 31, 2022			December 31, 2021
ASSETS
Current assets
Cash and cash equivalents	$	4,198		$	29,783
Accounts receivable, net of allowance for doubtful accounts of $35,000 and $0 at March 31, 2022 and December 31, 2021, respectively		14,496			49,129
Total current assets		18,694			78,912

Intangible assets, net of accumulated amortization		201,547			213,742
Assets from discontinued operations		121,052			1,066,003
Total assets	$	341,293		$	1,358,657

LIABILITIES AND STOCKHOLDERS’DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	266,118		$	207,588
Accounts payable, related party		15,000			15,000
Interest payable, related party		50,724			47,067
Related party payables		60,948			60,017
Notes payables, related party		81,500			81,500
Notes payable, current portion		32,046			31,306
Liabilities from discontinued operations		765,394			780,703

Total current liabilities		1,276,730			1,223,181

Notes payable, net of current portion		5,000			5,000
Total liabilities		1,276,730			1,228,181

Stockholders’ equity (deficit)
Series A convertible preferred stock, $1.00 par value; 5,000,000 shares authorized; 0 issued and outstanding at March 31, 2022 and December 31, 2021		-			-
Series B convertible preferred stock, $1.00 par value; 500,000 shares authorized; 64,000 issued and outstanding at March 31, 2022 and December 31, 2021		64,000			64,000
Common stock, $0.001 par value; 275,000,000 shares authorized; 26,926,287 issued; 23,111,287 outstanding at March 31, 2022 and December 31, 2021		26,926			26,926
Common stock subscribed		14,000			14,000
Additional paid-in capital		6,762,010			6,762,010
Other comprehensive income		300,006			(182,345	)
Treasury stock, 3,815,000 shares as of March 31, 2022 and December 31, 2021, at cost		(5,300	)		(5,300	)
Accumulated deficit		(8,097,079	)		(6,548,815	)
Total stockholders’ equity (deficit)		(935,437	)		130,476

Total liabilities and stockholders’ equity (deficit)	$	341,293		$	1,358,657

See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC.
Unaudited Condensed Consolidated Statements of Operations

	Three Months ended March 31,
	2022			2021
Revenue	$	56,156		$	91,435
Cost of revenue and operating expenses
Cost of revenue		37,376			43,340
General and administrative		49,287			22,047
Depreciation and amortization		16,730			26,451
Professional fees		5,116			11,228
Total operating expenses		108,509			103,066

Loss from operations		(52,353	)		(11,631	)

Other expense
Foreign exchange loss		(2	)		(45	)
Interest expense		(3,657	)		(1,844	)
Total other expense		(3,659	)		(1,889	)

Net loss from continuing operations	$	(56,012	)	$	(13,520	)

Loss from discontinued operations	$	(936,520	)	$	(166,783	)

Net loss	$	(992,532	)	$	(180,303	)

Loss per common share, basic and diluted	$	(0.04	)	$	(0.01	)

Weighted average shares outstanding, basic and diluted		26,926,287			25,926,287

See accompanying notes to unaudited condensed consolidated financial statements.

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	Three Months ended March 31,
	2022			2021
Net loss	$	(992,532	)	$	(180,303	)

Other comprehensive loss
Loss on adjusted value of other long-term liability		-			(300,000	)
Foreign currency translation adjustment		482,351			(31,543	)
Total other comprehensive loss		482,351			(331,543	)

Comprehensive loss	$	(510,181	)	$	(511,846	)

See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC

Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity

	Series B Preferred Stock				Common Stock				Common Stock		Additional Paid-in		Treasury			Other Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Subscribed		Capital		Stock			income			Deficit			Total
Balance, December 31, 2021		64,000	$	64,000		26,926,287	$	26,926	$	14,000	$	6,762,010	$	(5,300	)	$	(182,345	)	$	(6,548,815	)		130,476

Foreign currency translation adjustment		-		-		-		-		-		-		-			482,351			-			482,351

Loss on investment in Union Strategies Inc.		-		-		-		-		-		-		-			-			(555,732	)		(555,732	)

Net loss		-		-		-		-		-		-					-			(992,532	)		(992,532	)

Balance, March 31, 2022		64,000	$	64,000		26,926,287	$	26,926	$	14,000	$	6,762,010	$	(5,300	)	$	300,006		$	(8,097,079	)	$	(935,437	)

Balance, December 31, 2020		64,000	$	64,000		25,926,287	$	25,926	$	-	$	4,913,010	$	(5,300	)	$	816,396		$	(5,139,159	)	$	(368,300	)

Foreign currency translation adjustment		-		-		-		-		-		-		-			(31,543	)		-			(31,543	)

Loss on adjusted value of other long-term liability		-		-		-		-		-		-		-			(300,000	)		-			(300,000	)

Net loss		-		-		-		-		-		-		-			-			(180,303	)		(180,303	)

Balance March 31, 2021		64,000	$	64,000		25,926,287	$	25,926	$	14,000	$	4,913,010	$	(5,300	)	$	484,853		$	(5,319,462	)	$	177,027

See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC
Unaudited Condensed Consolidated Statements of Cash Flows

	Three Months Ended March 31, 2022			Three Months Ended March 31, 2021

Cash flows from operating activities
Net loss from continuing operations	$	(56,012	)	$	(13,520	)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense		16,730			26,451
Bad debt expense		35,000			-
Changes in operating assets and liabilities
Accounts receivable		(9,657	)		(27,724	)
Interest payable, related party		3,657			1,844
Accounts payable and accrued liabilities		7,401			14,927
Repayments to related parties		(21,196	)		(4,504	)
Net cash used in operating activities		(24,077	)		(2,526	)

Net cash used in investing activities		-			-

Cash flows from financing activities
Proceeds from bank overdrafts		-			11,817
Net cash provided by financing activities		-			11,817

Net change in cash		(24,077	)		9,291
Effect of exchange rate on cash		(1,507	)		117
Cash at beginning of period		29,782			4,557
Cash at end of period	$	4,198		$	13,965

Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2022

Note 1 – Organization and Significant Accounting Policies

The Company was organized on January 17, 2007 (Date of Inception) under the laws of the State of Nevada, as DBL Senior Care, Inc. and subsequently changed its name to DLT Resolution Inc. on December 4, 2017.

DLT Resolution Inc. (“DLT, the “Company”, “we” and “our”) operates in blockchain applications and telecommunications in Canada and the United States. The Company operates a Health Information Exchange providing the ability to request and retrieve medical information and records while meeting all of today’s security & compliance demands for HIPAA, PIPEDA and PHIPA.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flow from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans in regards to this matter include raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources.

Interim Condensed Consolidated Financial Statements

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2022 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K as filed with the SEC on March 13, 2023.

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.

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Income taxes

Income taxes are provided for using the liability method of accounting in accordance with FASB ASC Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. 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. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

At March 31, 2022, there were no uncertain tax positions that require accrual.

Revenue Recognition

The Company follows ASC 606 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue upon the transfer of promised services to customers in amounts that reflect the consideration to which the Company expects to be entitled the transfer of services. The Company considers revenue earned when all the following criteria are met: (i) the contract with the customer has been identified, (ii) the performance obligations have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligations, and (v) the performance obligations have been satisfied. The Company primarily generates revenues through the sale of products through its website and at industry tradeshows.

Net Income (Loss) Per Share

Net loss per share is calculated in accordance with FASB ASC topic 260. Basic earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period, assuming conversion or exercise of all potentially dilutive securities outstanding during each reporting period presented. Potentially dilutive securities are not presented or used in the computation of diluted loss per share on the statement of operations for periods when the Company incurs net losses, as their effect would be anti-dilutive.

As of March 31, 2022 and December 31, 2021, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding, which were convertible into 12,800 shares of the Company’s Common Stock

Foreign Currency Translation

The functional currency of the Company’s subsidiaries in Canada is the Canadian Dollar. The subsidiaries’ assets and liabilities have been translated to U.S. dollars using exchange rates of 0.801154 and 0.782656 in effect at the balance sheet dates of March 31, 2022 and December 31, 2021, respectively. Unaudited condensed consolidated statements of operations amounts have been translated using the weighted average exchange rates of 0.777177 for the three months ended March 31, 2022 and 0.790010 for the three months ended March 31, 2021. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Foreign currency transaction gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the local currency are included in other income (expense). Foreign currency transaction losses recognized for the three-month periods ended March 31, 2022 and 2021 were ($2) and ($45), respectively.

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Fair Value of Financial Instruments

Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments.

Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk.

Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows:

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

Note 2 – Discontinued Operations

The Company suspended the operations of Union Strategies, Inc. in 2022and recognizes its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements. All assets are written off and included in the loss from discontinued operations. In 2023, the Company sold its 100% ownership of USI to a third party for a nominal payment and the acquirer assumed all of USI’s liabilities on a nonrecourse basis. In connection with the sale, the Company received 2,000,000 shares of its Common Stock held by an individual who sold USI shares to the Company in January 2020.

On March 15, 2023, the Company sold its 100% ownership of DLT Data Services Inc. to a third party for a nominal purchase price and has recognized its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements.

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Note 3 – Intangible Assets

We amortize identifiable intangible assets on a straight-line basis over their estimated useful lives. As of March 31, 2022 and December 31, 2021, identifiable intangibles were as follows:

	March 31, 2022			December 31, 2021

Developed technology	$	324,467		$	316,976
Customer relationships		104,150			101,745
Domain and trade name		4,006			3,913
Non-compete		37,654			36,785
Accumulated amortization		(268,730	)		(245,677	)
Total intangible assets, net	$	201,547		$	213,742

Expected future amortization expense related to identifiable intangibles based on our carrying amount as of March 31, 2022 for the following five years is as follows (in thousands):
For the Twelve Months ended March 31,
2023	$	67,183
2024		67,183
2025		67,181
2025		-
2027		-
Thereafter
	$	201,547

Note 4 – Notes Payable

On August 1, 2017, the Company issued a non-interest bearing $5,000 note payable due on July 1, 2019 to a third party in exchange for Company Common Stock held by the third party. As of March 31, 2022, the note is unpaid.

Note 5 – Stockholders’ Equity

Common stock subscribed

The Company sold a subscription to purchase 14,000 shares of its Common Stock for $14,000 on April 24, 2020. To date, the shares have not been issued to the purchaser.

Note 6 – Related Party Transactions

No compensation was incurred for the services of the Company’s directors or executives during the periods ended March 31, 2022 and 2021.

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As of March 31, 2022 and December 31, 2021, the Company had outstanding amounts payable to related parties of $60,948 and $60,017. The obligations are unsecured, non-interest bearing, due on demand and payable in Canadian dollars, with the change in the liability from December 31, 2021 to March 31, 2022 attributable to the change in the exchange rate for U.S. and Canadian dollars.

The Company has a note payable to a related party as settlement for consulting services. The note carries interest of 9% compounded annually and is due on demand. As of March 31, 2022 and December 31, 2021, $81,500 of principal and $50,724 and $47,067, of accrued interest was due, respectively.

Note 7 – Concentrations

During the three-month periods ended March 31, 2022 and 2021, no single customer accounted for more than 10% of total revenue for the respective periods. As of March 31, 2022 and December 31, 2021, no customer had an outstanding accounts receivable balance that was 10% of our total accounts receivable at that time.

Note 8 – Commitments and Contingencies

A Canadian subsidiary of the Company incurs employer payroll taxes and withholds payroll taxes from employee compensation and is required to remit the funds to Canadian government authorities on a timely basis. The subsidiary has not remitted the payroll taxes and carries the obligation as a current liability. The subsidiary intends to remit the funds as soon as it has the financial ability. The government authorities may assess penalties and interest on the subsidiary. No provision on the balance sheet is carried for the possible assessment. Management estimates that the amount of a potential assessment would not be material to the financial statements as of March 31, 2022 and the three months then ended.

The Company charges and collects Canadian federal and provincial sales taxes known as harmonized sales tax or HST and is required to remit the funds to Canadian government authorities on a timely basis. The subsidiary has not remitted the HST taxes and carries the obligation as a current liability. The subsidiary intends to remit the funds as soon as it has the financial ability. The government authorities may assess penalties and interest on the subsidiary. No provision on the balance sheet is carried for the possible assessment. Management estimates that the amount of a potential assessment would not be material to the financial statements as of March 31, 2022 and the three months then ended.

Note 9 – Subsequent events

In 2022, the Company suspended the operations of USI and has recognized its activities as discontinued operations within the financial statements for 2022 and 2021. In 2023, the Company sold its 100% ownership of USI to a third party for a nominal payment and the acquirer assumed all of USI’s liabilities on a nonrecourse basis. In connection with the sale, the Company received 2,000,000 shares of its Common Stock held by an individual who sold USI shares to the Company in January 2020. Following the receipt of the 2,000,000 shares, the Company has 24,926,287 shares outstanding.

During the three months ended June 30, 2022, the Company sold 388,274 shares of restricted Common stock to third parties and received $184,577 in proceeds.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation. Shareholders’ Equity General.

SPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, and projections about DLT Resolutions’ industry, management’s beliefs, and certain assumptions made by management. Forward-looking statements include our expectations regarding product, services, and maintenance revenue, annual savings associated with the organizational changes effected in prior years, and short- and long-term cash needs. In some cases, words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “estimates,” variations of these words, and similar expressions are intended to identify forward-looking statements. In addition, statements about the potential effects of the COVID-19 pandemic on the Company’s businesses, results of operations and financial condition may constitute forward-looking statements. The statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. Risks and uncertainties of our business include those set forth in our Annual Report on Form 10-K for the year ended December 31, 2021, as filed with the SEC on March 13, 2023, under “Item 1A. Risk Factors” as well as additional risks described in this Form 10-Q. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

Overview

Recent Developments

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Results of Operations

Revenues

Revenues for the three months ended March 31, 2022 and 2021 were $56,156 and $91,435, respectively. The decrease resulted primarily from having our operating company having fewer customers and less revenue per customer in the quarter ended March 31, 2022.

Cost of Revenue

Cost of revenue for the three months ended March 31, 2022 and 2021 were $37,376 and $43,340, respectively. The dollar decrease resulted primarily from the reduction in revenue and costs corresponding to that reduced revenue.

General and Administrative

General and administrative expense, excluding professional fees, was $49,287 and $22,047 for the three months ended March 31, 2022 and 2021, respectively. The increase resulted primarily from a $35,000 charge to bad debt expense related to DLT Resolution Corp.

Professional Fees

Professional fees were $5,166 and $11,228 for the three months ended March 31, 2022 and 2021, respectively. Professional fees decreased primarily due to the decreased use of outside professionals.

Depreciation and Amortization

Depreciation and amortization expense was $16,730 and $26,451 for the three months ended March 31, 2022 and 2021, respectively. The decrease resulted primarily from the lower level of amortization expense from intangible assets that were fully depreciated after March 31, 2021.

Other Expense

The Company had net other expense of $3,659 and $1,889 for the three months ended March 31, 2022 and 2021. The increase is due to an increase in the outstanding balance of our interest-bearing obligations.

Net Loss

The Company had a net loss of $992,532 and $180,303 for the three months ended March 31, 2022 and 2021. The increase in net loss in the current year primarily resulted from the $936,520 loss from discontinued operations in the three months ended March 31, 2022 as compared to $180,303 for the three months ended March 31, 2021.

Liquidity and Capital Resources

As of March 31, 2022, we had total current assets of $18,694 and current liabilities of $1,271,730 creating a working capital deficit of $1,253,036. As of December 31, 2021, we had $29,783of cash, total current assets of $78,912 and current liabilities of $1,223,181creating a working capital deficit of $1,144,269.

Net cash used in operating activities was $24,077 during the three months ended March 31, 2022 compared to $2,527 for the same period in 2021.

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No cash was used in investing activities during the three months ended March 31, 2022 and 2021.

During the three months ended March 31, 2022, the Company used $0 cash for financing activities. During the three months ended March 31, 2021, the Company generated $11,817 of cash from financing activities by over drafting its bank account.

Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flow from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans in regards to this matter include raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. Controls and Procedures.

Disclosure Controls and Procedures

Management of DLT Resolution Inc. is responsible for maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms.

In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of our Principal Executive Officer, Principal Financial and Accounting Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that during the period covered by this report, such disclosure controls and procedures were not effective to detect the inappropriate application of US GAAP standards. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.”

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The Company will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, the Company will enhance and test our year-end financial close process. Additionally, the Company’s management will increase its review of our disclosure controls and procedures. Finally, we plan to designate individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Changes in Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our 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 our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In assessing the effectiveness of our internal control over financial reporting as of December 31, 2021, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on its assessment, management concluded that our internal control over financial reporting as of December 31, 2021 was not effective in the specific areas described in the “Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.

As of December 31, 2021, the Principal Executive Officer/Principal Financial Officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:

Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

Representative with Financial Expertise — For the year ending December 31, 2020, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

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·	Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

·	Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses:

The Company will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process. We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

There have been no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2022 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not required under Regulation S-K for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

On May 20, 2021, the Company issued 1,000,000 shares of its restricted Common Stock to the former shareholders of USI as additional compensation for acquiring all of USI’s issued and outstanding common shares (see Note 2).

During the three months ended June 30, 2022, the Company sold 388,274 shares of restricted Common stock to third parties and received $184,577 in proceeds.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None

Item 5. Other Information.

None.

Item 6. Exhibits.

The following exhibits are attached hereto:

Exhibit No.		Description of Exhibit

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith.
31.2		Certification of Principal Accounting Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
101		Interactive data files pursuant to Rule 405 of Regulation S-T

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SIGNATURES

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

DLT Resolution, Inc.

By:	/s/ John Wilkes	/s/ John Wilkes
	John Wilkes	John Wilkes
	President and Chief Executive Officer	Chief Financial Officer, Secretary and Treasurer
	(Principal Executive Officer)	(Principal Financial Officer)

	August 7, 2023	August 7, 2023

nullnullnullnull

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2022	Aug. 07, 2023
Cover [Abstract]
Entity Registrant Name	DLT RESOLUTION, INC
Entity Central Index Key	0001420368
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	No
Document Period End Date	Mar. 31, 2022
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2022
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		22,667,537
Document Quarterly Report	true
Document Transition Report	false
Entity File Number	333-148546
Entity Incorporation State Country Code	NV
Entity Tax Identification Number	20-8248213
City Area Code	702
Local Phone Number	796-6363
Entity Address Address Line 1	5940 S. Rainbow Blvd.
Entity Address Address Line 2	Ste 400-32132
Entity Address City Or Town	Las Vegas
Entity Address State Or Province	NV
Entity Address Postal Zip Code	89118
Entity Interactive Data Current	No

Condensed Consolidated Balance Sheets - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Current assets
Cash and cash equivalents	$ 4,198	$ 29,783
Accounts receivable, net of allowance for doubtful accounts of $35,000 and $0 at March 31, 2022 and December 31, 2021, respectively	14,496	49,129
Total current assets	18,694	78,912
Intangible assets, net of accumulated amortization	201,547	213,742
Assets from discontinued operations	121,052	1,066,003
Total assets	341,293	1,358,657
Current liabilities
Accounts payable and accrued liabilities	266,118	207,588
Accounts payable, related party	15,000	15,000
Interest payable, related party	50,724	47,067
Related party payables	60,948	60,017
Notes payables, related party	81,500	81,500
Notes payable, current portion	32,046	31,306
Liabilities from discontinued operations	765,394	780,703
Total current liabilities	1,276,730	1,223,181
Notes payable, net of current portion	5,000	5,000
Total liabilities	1,276,730	1,228,181
Stockholders' equity (deficit)
Common stock, $0.001 par value; 275,000,000 shares authorized; 26,926,287 issued; 23,111,287 outstanding at March 31, 2022 and December 31, 2021	26,926	26,926
Common stock subscribed	14,000	14,000
Additional paid-in capital	6,762,010	6,762,010
Other comprehensive income	300,006	(182,345)
Treasury stock, 3,815,000 shares as of March 31, 2022 and December 31, 2021, at cost	(5,300)	(5,300)
Accumulated deficit	(8,097,079)	(6,548,815)
Total stockholders' equity (deficit)	(935,437)	130,476
Total liabilities and stockholders' equity (deficit)	341,293	1,358,657
Series A Convertible Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock, value	0	0
Series B Convertible Preferred Stocks [Member]
Stockholders' equity (deficit)
Preferred stock, value	$ 64,000	$ 64,000

Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2022	Dec. 31, 2021
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	26,926,287	26,926,287
Common stock, shares outstanding	23,111,287	23,111,287
Treasury stock shares	3,815,000	3,815,000
Series B Convertible Preferred Stocks [Member]
Preferred stock, shares par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	64,000	64,000
Preferred stock, shares outstanding	64,000	64,000
Series A Convertible Preferred Stock [Member]
Preferred stock, shares par value	$ 1.00	$ 1.00
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

Unaudited Condensed Consolidated Statements of Operations - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Unaudited Condensed Consolidated Statements of Operations
Revenue	$ 56,156	$ 91,435
Cost of revenue and operating expenses
Cost of revenue	37,376	43,340
General and administrative	49,287	22,047
Depreciation and amortization	16,730	26,451
Professional fees	5,116	11,228
Total operating expenses	108,509	103,066
Loss from operations	(52,353)	(11,631)
Other expense
Foreign exchange loss	(2)	(45)
Interest expense	(3,657)	(1,844)
Total other expense	(3,659)	(1,889)
Net loss from continuing operations	(56,012)	(13,520)
Loss from discontinued operations	(936,520)	(166,783)
Net loss	$ (992,532)	$ (180,303)
Loss per common share, basic and diluted	$ (0.04)	$ (0.01)
Weighted average shares outstanding, basic and diluted	26,926,287	25,926,287

Unaudited Condensed Consolidated Statements of Comprehensive Income - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Unaudited Condensed Consolidated Statements of Comprehensive Income
Net loss	$ (992,532)	$ (180,303)
Other comprehensive loss
Loss on adjusted value of other long-term liability	0	(300,000)
Foreign currency translation adjustment	482,351	(31,543)
Total other comprehensive loss	482,351	(331,543)
Comprehensive loss	$ (510,181)	$ (511,846)

Unaudited Condensed Consolidated Statements of Changes in Stockholders Equity - USD ($)	Total	Series B Preferred Stocks [Member]	Common Stock [Member]	Common Stock Subscribed	Additional Paid-In Capital	Other comprehensive income [Member]	Accumulated Deficit [Member]	Treasury Stock [Member]
Balance, shares at Dec. 31, 2020		64,000	25,926,287
Balance, amount at Dec. 31, 2020	$ (368,300)	$ 64,000	$ 25,926	$ 0	$ 4,913,010	$ 816,396	$ (5,139,159)	$ (5,300)
Foreign currency translation adjustment	(31,543)	0	0	0	0	(31,543)	0	0
Loss on adjusted value of other long-term liability	(300,000)	0	0	0	0	(300,000)	0	0
Net loss	(180,303)	$ 0	$ 0	0	0	0	(180,303)	0
Balance, shares at Mar. 31, 2021		64,000	25,926,287
Balance, amount at Mar. 31, 2021	177,027	$ 64,000	$ 25,926	14,000	4,913,010	484,853	(5,319,462)	(5,300)
Balance, shares at Dec. 31, 2021		64,000	26,926,287
Balance, amount at Dec. 31, 2021	130,476	$ 64,000	$ 26,926	14,000	6,762,010	(182,345)	(6,548,815)	(5,300)
Foreign currency translation adjustment	482,351	0	0	0	0	482,351	0	0
Net loss	(992,532)	0	0	0	0	0	(992,532)
Loss on investment in Union Strategies Inc.	(555,732)	$ 0	$ 0	0	0	0	(555,732)	0
Balance, shares at Mar. 31, 2022		64,000	26,926,287
Balance, amount at Mar. 31, 2022	$ (935,437)	$ 64,000	$ 26,926	$ 14,000	$ 6,762,010	$ 300,006	$ (8,097,079)	$ (5,300)

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2022	Mar. 31, 2021
Cash flows from operating activities
Net loss from continuing operations	$ (56,012)	$ (13,520)
Adjustments to reconcile net loss to net cash used in operating activities
Depreciation and amortization expense	16,730	26,451
Bad debt expense	35,000	0
Changes in operating assets and liabilities
Accounts receivable	(9,657)	(27,724)
Interest payable, related party	3,657	1,844
Accounts payable and accrued liabilities	7,401	14,927
Repayments to related parties	(21,196)	(4,504)
Net cash used in operating activities	(24,077)	(2,526)
Net cash used in investing activities	0	0
Cash flows from financing activities
Proceeds from bank overdrafts	0	11,817
Net cash provided by financing activities	0	11,817
Net change in cash	(24,077)	9,291
Effect of exchange rate on cash	(1,507)	117
Cash at beginning of period	29,782	4,557
Cash at end of period	4,198	13,965
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for income taxes	$ 0	$ 0

Organization and Significant Accounting Policies

3 Months Ended

Mar. 31, 2022

Organization and Significant Accounting Policies

Organization and Significant Accounting Policies

Note 1 – Organization and Significant Accounting Policies

Interim Condensed Consolidated Financial Statements

Use of Estimates

Income taxes

At March 31, 2022, there were no uncertain tax positions that require accrual.

Revenue Recognition

Net Income (Loss) Per Share

Foreign Currency Translation

Fair Value of Financial Instruments

Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities.

Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values.

Discontinued Operations

3 Months Ended

Mar. 31, 2022

Discontinued Operations

Discontinued Operations

Note 2 – Discontinued Operations

Intangible Assets

3 Months Ended

Mar. 31, 2022

Intangible Assets

Intangible Assets

Note 3 – Intangible Assets

We amortize identifiable intangible assets on a straight-line basis over their estimated useful lives. As of March 31, 2022 and December 31, 2021, identifiable intangibles were as follows:

	March 31, 2022			December 31, 2021

Developed technology	$	324,467		$	316,976
Customer relationships		104,150			101,745
Domain and trade name		4,006			3,913
Non-compete		37,654			36,785
Accumulated amortization		(268,730	)		(245,677	)
Total intangible assets, net	$	201,547		$	213,742

Expected future amortization expense related to identifiable intangibles based on our carrying amount as of March 31, 2022 for the following five years is as follows (in thousands):
For the Twelve Months ended March 31,
2023	$	67,183
2024		67,183
2025		67,181
2025		-
2027		-
Thereafter
	$	201,547

Notes Payable

3 Months Ended

Mar. 31, 2022

Notes Payable

Notes Payable

Note 4 – Notes Payable

Stockholders Equity

3 Months Ended

Mar. 31, 2022

Stockholders Equity

Stockholders' Equity

Note 5 – Stockholders’ Equity

Common stock subscribed

The Company sold a subscription to purchase 14,000 shares of its Common Stock for $14,000 on April 24, 2020. To date, the shares have not been issued to the purchaser.

Related Party Transactions

3 Months Ended

Mar. 31, 2022

Related Party Transactions

Related Party Transactions

Note 6 – Related Party Transactions

No compensation was incurred for the services of the Company’s directors or executives during the periods ended March 31, 2022 and 2021.

Concentrations

3 Months Ended

Mar. 31, 2022

Concentrations

Concentrations

Note 7 – Concentrations

Commitments and Contingencies

3 Months Ended

Mar. 31, 2022

Commitments and Contingencies

Commitments and Contingencies

Note 8 – Commitments and Contingencies

Subsequent events

3 Months Ended

Mar. 31, 2022

Subsequent events

Subsequent events

Note 9 – Subsequent events

During the three months ended June 30, 2022, the Company sold 388,274 shares of restricted Common stock to third parties and received $184,577 in proceeds.

Organization and Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2022
Organization and Significant Accounting Policies
Interim Condensed Consolidated Financial Statements	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three months ended March 31, 2022 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K as filed with the SEC on March 13, 2023.
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.
Income taxes	Income taxes are provided for using the liability method of accounting in accordance with FASB ASC Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. 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. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. At March 31, 2022, there were no uncertain tax positions that require accrual.
Revenue Recognition	The Company follows ASC 606 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue upon the transfer of promised services to customers in amounts that reflect the consideration to which the Company expects to be entitled the transfer of services. The Company considers revenue earned when all the following criteria are met: (i) the contract with the customer has been identified, (ii) the performance obligations have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligations, and (v) the performance obligations have been satisfied. The Company primarily generates revenues through the sale of products through its website and at industry tradeshows.
Net Income (Loss) Per Share	Net loss per share is calculated in accordance with FASB ASC topic 260. Basic earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period, assuming conversion or exercise of all potentially dilutive securities outstanding during each reporting period presented. Potentially dilutive securities are not presented or used in the computation of diluted loss per share on the statement of operations for periods when the Company incurs net losses, as their effect would be anti-dilutive. As of March 31, 2022 and December 31, 2021, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding, which were convertible into 12,800 shares of the Company’s Common Stock
Foreign Currency Translation	The functional currency of the Company’s subsidiaries in Canada is the Canadian Dollar. The subsidiaries’ assets and liabilities have been translated to U.S. dollars using exchange rates of 0.801154 and 0.782656 in effect at the balance sheet dates of March 31, 2022 and December 31, 2021, respectively. Unaudited condensed consolidated statements of operations amounts have been translated using the weighted average exchange rates of 0.777177 for the three months ended March 31, 2022 and 0.790010 for the three months ended March 31, 2021. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Foreign currency transaction gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the local currency are included in other income (expense). Foreign currency transaction losses recognized for the three-month periods ended March 31, 2022 and 2021 were ($2) and ($45), respectively.
Fair Value of Financial Instruments	Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.

Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2022

Intangible Assets

Schedule of assets Amortization on a straight-line basis

	March 31, 2022			December 31, 2021

Developed technology	$	324,467		$	316,976
Customer relationships		104,150			101,745
Domain and trade name		4,006			3,913
Non-compete		37,654			36,785
Accumulated amortization		(268,730	)		(245,677	)
Total intangible assets, net	$	201,547		$	213,742

Schedule of finite lived intangible assets future amortization expense

Expected future amortization expense related to identifiable intangibles based on our carrying amount as of March 31, 2022 for the following five years is as follows (in thousands):
For the Twelve Months ended March 31,
2023	$	67,183
2024		67,183
2025		67,181
2025		-
2027		-
Thereafter
	$	201,547

Organization and Significant Accounting Policies (Details Narrative)	3 Months Ended		12 Months Ended
	Mar. 31, 2022 USD ($) shares	Mar. 31, 2021 USD ($)	Dec. 31, 2021 shares
Weighted average exchange rates	0.777177	0.790010
Foreign currency translation exchange rate	0.801154		0.782656
Foreign exchange gain/(loss) \| $	$ (2)	$ (45)
Series B Convertible Preferred Stocks [Member]
Preferred stock shares issued	64,000		64,000
Preferred stock shares outstanding	64,000		64,000
Series B Convertible Preferred Stock [Member] \| Convertible note [Member]
Convertible preferred stock shares issued upon conversion of common stock	12,800

Discontinued Operations (Details Narrative) - shares		3 Months Ended
Discontinued Operations (Details Narrative) - shares	Mar. 15, 2023	Mar. 31, 2022
DLT Data Services [Member] \| Scenario Forecast [Member]
Percent of ownership sold	100.00%
Union Strategies, Inc [Member]
Recevied common shares from sale of business		2,000,000
Percent of ownership sold		100.00%

Intangible Assets (Details ) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Accumulated amortization	$ (268,730)	$ (245,677)
Total intangible assets, net	201,547	213,742
Developed Technology [Member]
Total intangible assets	324,467	316,976
Customer Relationships [Member]
Total intangible assets	104,150	101,745
Domain and trade name [Member]
Total intangible assets	4,006	3,913
Non-compete [Member]
Total intangible assets	$ 37,654	$ 36,785

Intangible Assets (Details 1) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
For the Twelve Months ended March 31
2023	$ 67,183
2024	67,183
2025	67,181
2026	0
2027	0
Thereafter	0
Total	$ 201,547	$ 213,742

Notes Payable (Details Narrative) - August 1, 2017 [Member] - Third Party [Member]	3 Months Ended
	Mar. 31, 2022 USD ($)
Notes payable	$ 5,000
Related party note, maturity date	July 1, 2019

Stockholders Equity (Details Narrative) - USD ($)	Mar. 31, 2022	Dec. 31, 2021
Stockholders Equity
Common Stock, Shares, Subscriptions	14,000
Common Stock, Value, Subscriptions	$ 14,000	$ 14,000

Related Party Transactions (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2022	Dec. 31, 2021
Related Party Transactions
Interest rate	9.00%
Related party payables	$ 60,948	$ 60,017
Notes payable, related party	81,500	81,500
Interest payable, related party	$ 50,724	$ 47,067

Subsequent events (Details Narrative) - USD ($)		3 Months Ended
Subsequent events (Details Narrative) - USD ($)	Mar. 15, 2023	Mar. 31, 2022	Dec. 31, 2021
Issuance of common stock for cash proceeds, shares		388,274
Issuance of common stock for cash proceeds, amount		$ 184,577
Common shares Outstanding		23,111,287	23,111,287
DLT Data Services [Member] \| Scenario Forecast [Member]
Percentage of ownership sold	100.00%
Union Strategies, Inc [Member]
Percentage of ownership sold		100.00%
Common shares Outstanding		24,926,287
Shares recevied from sale of business		2,000,000