DLT Resolution Inc 8-K/A, filed Mar 4, 2021

DLT Resolution Inc. (DLTI)

8-K/A 2021-03-04 For: 2020-01-30

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Added on April 06, 2026

About this 8-K/A

DLT Resolution Inc filed this 8-K/A on March 4, 2021, reporting on events of January 30, 2020.

Items reported

Item 9.01: Financial statements and exhibits

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Exhibit Number		Description
10.1		Share Purchase Agreement among DLT Resolution Inc., Union Strategies, Inc. and the Shareholders of Union Strategies, Inc. dated as of January 24, 2020 (Incorporated by reference to the Company’s current report on Form 8-K filed on March 9, 2020)

99.1		Audited financial statements of Union Strategies, Inc. for years ended December 31, 2019 and 2018.

99.2		Pro forma consolidated balance sheets as of December 31, 2019 and 2018 and statements of operations for the years then ended.

	DLT Resolution, Inc.

Date: February 23, 2021	By:	/s/ John S. Wilkes
	Name:	John S. Wilkes
	Title:	President and Chief Exectutive Officer

		Page(s)

Independent Auditor’s Report		3
Financial Statements
Balance Sheets		4
Statements of Operations		5
Statement of Changes in Stockholder’s Equity (Deficit)		6
Statements of Cash Flows		7
Notes to Financial Statements		8 - 12

361 Hopedale Drive SE		P (732) 822-4427

Bayville, NJ 08721		F (732) 510-0665

	December 31, 2019			December 31, 2018

ASSETS
Current assets:
Cash and cash equivalents	$	9,905		$	50,132
Accounts receivable, net of allowance for doubtful accounts of $62,894 and $0 at December 31, 2019 and 2018, respectively		192,799			306,660
Receivable – related parties		149,653			108,344
Prepaid and other current assets		133			8,909
Total current assets		352,490			474,045

Property and equipment, net		122,648			134,120
Operating leases - right of use assets		18,506			—
Total assets	$	493,644		$	608,165

LIABILITIES AND STOCKHOLDER’S EQUITY (DEFICIT)
Current liabilities:
Loans payable – related parties	$	168,420		$	168,419
Accounts payable and accrued liabilities		534,257			403,378
Lease obligations - operating leases, current portion		8,635			—
Total current liabilities		711,312			571,797

Long-term liabilities:
Lease obligations - operating leases, net of current portion		9,266			—
Total liabilities		720,578			571,797

Commitments and contingencies (Note 5)		—			—

Stockholder’s equity:
Common stock, $1.00 par value; 100 shares authorized, issued and outstanding as of December 31, 2019 and 2018		100			100
Class A Preference shares, no par value, no shares authorized, issued and outstanding as of December 31, 2019 and 2018		—			—
Class B Preference shares, no par value, no shares authorized, issued and outstanding as of December 31, 2019 and 2018		—			—
Special shares, no par value, no shares authorized, issued and outstanding as of December 31, 2019 and 2018		—			—
Additional paid-in capital		—			—
Retained earnings (accumulated deficit)		(227,034	)		36,268
Total stockholder’s (deficiency) equity		(226,934	)		36,368
Total liabilities and stockholder’s equity	$	493,644		$	608,165

	For the Years Ended December 31,
	2019			2018
REVENUE
Services	$	2,404,321		$	2,392,575
Promotional		343,860			306,714
Total revenue		2,748,181			2,699,289

COSTS OF REVENUE AND OPERATING EXPENSES
Costs of revenue, excluding depreciation and amortization		1,755,446			1,461,549
Sales and marketing		300,584			253,277
General and administrative		592,851			724,303
Bad debt expense		266,484			110,228
Depreciation and amortization		47,802			30,196

Total costs of revenue and operating expenses		2,963,167			2,579,553

(Loss) income from operations		(214,986	)		119,736

Other (expense)

Interest expense		(44,169	)		(31,803	)
Other expense		(4,147	)		—

Other (expense), net		(48,316	)		(31,803	)

(Loss) income from operations before income taxes		(263,302	)		87,933
Income tax (benefit) expense		—			—
Net (loss) income	$	(263,302	)	$	87,933

Basic (loss) income per common share - net (loss) income	$	(2,633	)	$	879

Diluted (loss) income per common share - net (loss) income	$	(2,633	)	$	879

Weighted average basic shares outstanding		100			100
Weighted average diluted shares outstanding		100			100

	Common		Retained Earnings (Accumulated			Total Stockholder’s Equity
	Stock		Deficit)				(Deficiency)
Balance at January 1, 2019	$	100	$	36,268		$	36,368
Net loss		—		(263,302	)		(263,302	)
Balance at December 31, 2019	$	100	$	(227,034	)	$	(226,934	)

	Year ended December 31,
	2019			2018
Cash flows from operating activities
Net (loss) income	$	(263,302	)	$	87,933
Adjustments to reconcile net (loss) income to net cash used in operating activities:
Depreciation and amortization expense		47,802			30,196
Bad debt expense		266,484			110,228
Changes in operating assets and liabilities:
Prepaid and other current assets		8,775			(5,000	)
Accounts receivable		(152,622	)		(118,029	)
Accounts payable and accrued liabilities		(130,699	)		(179,274	)
Lease obligation – operating lease		17,901			—
Net cash provided by (used in) operating activities		55,737			(73,946	)

Cash flows used in investing activities
Purchases of property and equipment		(54,834	)		(43,977	)

Cash flows from (used in) financing activities
Advances to related parties		(41,130	)		(29,826	)
(Repayments of) proceeds from related party payables		-			168,420
Net cash (used in) from financing activities		(41,130	)		138,594
Net change in cash		(40,227	)		20,671
Cash at beginning of period		50,132			29,461
Cash at end of period	$	9,905		$	50,132

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

	As of
	December 31, 2019
Operating lease - right of use asset	$	18,506

Lease obligations — operating leases, current portion	$	8,635
Lease obligations — operating leases, net of current portion		9,266
Total lease liability	$	17,901

Weighted average remaining lease term (in years)		2.2
Weighted average discount rate		7.75	%

	For the year ending
	December 31,
2020	$	9,600
2021		9,600
2022		9,600
Total future minimum lease payments		20,800
Present value adjustment		2,899
Total	$	17,901

	DLT Resolution, Inc.		Union Strategies, Inc.		Adjustments			Combined
Current Assets:
Cash and cash equivalents	$	13,140	$	14,927	$	-		$	28,067
Accounts receivable, net		34,631		133,780		-			168,411
Receivable - related parties		-		81,150		(81,150	)[B]		-
Total current assets		47,771		229,858		(81,150	)		196,478

Other assets:
Property and equipment, net		-		99,255		-			99,255
Operating leases - right of use assets		-		14,224		-			14,224
Intangible assets, net of accumulated amortization		376,460		-		1,393,184	[B][C]		1,769,644
Goodwill		165,022		-		922,297	[B]		1,087,319
Total assets	$	589,253	$	343,336	$	2,234,331		$	3,166,919

	[A]	To record the 1,500,000 shares of DLT Resolution, Inc. Common Stock issued to the shareholders of Union Strategies, Inc. and the contingent obligation to issue an additional 1,000,000 Common shares that are valued at $1.47 per share.

	[B]	To record the adjustment to fair value of the acquired assets and and assumed liabilities of Union Strategies, Inc., including its customer list, developed technology, domain name and the non-compete agreements provided for in the Purchase Agreement.

	[C]	To record the amortization expense for intangible assets recognized upon acquisition of Union Strategies, Inc. and the related accumulated amortization as of the balance sheet date.

	[D]	To record the consolidation of Union Strategies, Inc. as a wholly-owned subsidiary of DLT Resolution, Inc. and recognize other comprehensive income from translation of the Union Strategies, Inc. financial results that are based on the Canadian Dollar at its functional currency .