0001477932-21-001211.txt : 20210304 0001477932-21-001211.hdr.sgml : 20210304 20210304060507 ACCESSION NUMBER: 0001477932-21-001211 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20200130 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20210304 DATE AS OF CHANGE: 20210304 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DLT Resolution Inc. CENTRAL INDEX KEY: 0001420368 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PERSONAL SERVICES [7200] IRS NUMBER: 208248213 STATE OF INCORPORATION: NV FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-148546 FILM NUMBER: 21712450 BUSINESS ADDRESS: STREET 1: 5940 S. RAINBOW BLVD, STREET 2: STE 400-32132 CITY: LAS VEGAS STATE: NV ZIP: 89118 BUSINESS PHONE: 1 (702) 796-6363 MAIL ADDRESS: STREET 1: 5940 S. RAINBOW BLVD, STREET 2: STE 400-32132 CITY: LAS VEGAS STATE: NV ZIP: 89118 FORMER COMPANY: FORMER CONFORMED NAME: Hemcare Health Services Inc. DATE OF NAME CHANGE: 20150414 FORMER COMPANY: FORMER CONFORMED NAME: NSU Resources Inc DATE OF NAME CHANGE: 20140508 FORMER COMPANY: FORMER CONFORMED NAME: Bio-Carbon Solutions International Inc. DATE OF NAME CHANGE: 20110311 8-K/A 1 dlti_8ka.htm FORM 8-K/A dlti_8ka.htm

  

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

The Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): January 30, 2020

 

DLT RESOLUTION, INC.

(Exact name of registrant as specified in its charter)

  

Nevada

 

333-148546

 

20-8248213

(State or other jurisdiction
of Incorporation)

 

(Commission

File Number)

 

(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)

 

n/a

(Former name or former address, if changed since last report)

  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

Explanatory Note

 

We hereby amend Item 9.01 of our current report on Form 8-K filed on February 5, 2020, as amended on March 1, 2020 and February 26, 2021, to include financial statements of the business acquired and pro forma financial information in accordance with Items 9.01(a). The previously included financial statements and independent auditors' report were not approved by the independent auditors prior to filing the previous Form 8-K/A. Except as set forth in Item 9.01 below, no other changes are being made to our current report on Form 8-K filed on February 5, 2020.

 

Item 9.01 Financial Statements and Exhibits.

 

(a)

Financial Statements of business acquired.

 

Balance sheets as of December 31, 2019 and 2018, Statements of Operations, Statement of Deficiency of Stockholders’ Equity, Statements of Cash Flows and Notes to Financial Statements for the years then ended.

 

(b)

Pro forma financial information.

 

Pro forma Consolidated Balance Sheets as of December 31, 2019 and 2018 and Pro Forma Consolidated Statements of Operations for the years then ended.

 

(d)

Exhibits

 

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.

   

 

2

 

  

SIGNATURES

 

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 hereunto duly authorized.

 

 

DLT Resolution, Inc.

 

 

 

 

 

Date: February 23, 2021

By:

/s/ John S. Wilkes

 

 

Name:

John S. Wilkes

 

 

Title:

President and Chief Exectutive Officer

 

 

 

3

 

 

 

EX-99.1 2 dlti_ex991.htm AUDITED FINANCIAL STATEMENTS dlti_ex991.htm

EXHIBIT 99.1

 

UNION STRATEGIES INC.

 

Financial Statements

December 31, 2019 and 2018

  

 

 

  

UNION STRATEGIES INC.

 

December 31, 2019 and 2018

 

CONTENTS

 

 

 

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

 

 
2

Table of Contents

 

Boyle CPA, LLC

Certified Public Accountants & Consultants

 

INDEPENDENT AUDITOR’S REPORT

 

To the Board of Directors and Stockholders’ of

Union Strategies, Inc.

 

Report on the Financial Statements

 

We have audited the accompanying financial statements of Union Strategies, Inc., which comprise the balance sheets as of December 31, 2019 and 2018, and the related statements of operations, changes in stockholders' equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.

 

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

 

As discussed in Note 2 to the financial statements, the Company had a net loss during the year ended December 31, 2019, and had a working capital deficiency and accumulated deficit at December 31, 2019.  These factors raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements. Management’s plans are also described in Note 2. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

 

Management’s Responsibility for the Financial Statements

 

Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.

 

Auditor’s Responsibility

 

Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.

 

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.

 

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

 

Opinion

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Union Strategies, Inc. as of December 31, 2019 and 2018, and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America.

 

/s/ Boyle CPA, LLC

Bayville, New Jersey

February 26, 2021

 

361 Hopedale Drive SE

 

P (732) 822-4427

 

 

 

Bayville, NJ 08721     

 

F (732) 510-0665

 

 
3

 

 

UNION STRATEGIES INC.

BALANCE SHEETS

    

 

 

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

 

 

See accompanying notes to financial statements.

  

 
4

Table of Contents

    

UNION STRATEGIES INC.

UNAUDITED STATEMENTS OF OPERATIONS

 

 

 

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

 

    

See accompanying notes to financial statements.

  

 
5

Table of Contents

 

UNION STRATEGIES INC.

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY (DEFICIT)

 

Year Ended December 31, 2019

 

 

 

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, 2018

 

 

 

Common

 

 

Retained Earnings (Accumulated

 

 

Total Stockholder’s

Equity

 

 

 

  Stock

 

 

Deficit)

 

 

(Deficiency)

 

Balance at January 1, 2018

 

$ 100

 

 

$ (51,665 )

 

$ (51,565 )

Net income

 

 

 

 

 

87,933

 

 

 

87,933

 

Balance at December 31, 2018

 

$ 100

 

 

$ 36,268

 

 

$ 36,368

 

  

See accompanying notes to financial statements.

 

 
6

Table of Contents

 

UNION STRATEGIES INC.

STATEMENTS OF CASH FLOWS

 

 

 

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

 

$

 

 

$

 

  

See accompanying notes to financial statements.

  

 
7

Table of Contents

 

UNION STRATEGIES INC.

Notes to Financial Statements

 

Note 1 - Organization and Business Operations

 

The Company was organized on October 24, 2011 under the Ontario Business Corporations Act of 1990 and is located in Woodbridge, Ontario, Canada. Effective June 4, 2018, the Company changed its name to Union Strategies Inc. (the “Company” or “Union”) from 1861094 Ontario Inc., its name upon incorporation. Union is focused on designing, installing and maintaining telephony, data, video, storage, and LAN/WAN networks. Union has clients encompassing K-12 and higher education institutions, trades industry organizations, and local government entities having memberships ranging from 100 to 10,000 people that utilize products and services that Union provides by deploying a variety of technologies to keep client networks up and running efficiently.

 

Note 2 - Significant Accounting Policies

 

Basis of Presentation

 

These calendar year financial statements are prepared in accordance with U.S. Generally Accepted Accounting Principles using Canadian dollars as the reporting currency. The Canadian dollar is Union’s functional currency.

 

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.

 

Cash and Cash Equivalents

 

All highly liquid investments with maturities of three months or less at the date of purchase are classified as cash equivalents.

 

Allowance for Doubtful Accounts

 

We make judgments related to our ability to collect outstanding accounts receivable and unbilled work-in-progress. We provide allowances for receivables when their collection becomes doubtful by recording an expense. We determine the allowance based on our assessment of the realization of receivables using historical information and current economic trends, including assessing the probability of collection from customers. If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments owed to us, an increase in the allowance for doubtful accounts would be required. We evaluate the adequacy of the allowance regularly and make adjustments accordingly. Adjustments to the allowance for doubtful accounts could materially affect our results of operations.

 

Concentration of Credit Risk

 

Financial instruments that potentially subject us to concentrations of credit risk consist primarily of accounts receivables. We perform on-going evaluations of customers’ financial condition and, generally, require no collateral from customers.

As of December 31, 2019, two customers accounted for 12% and 15% of accounts receivables, respectively.

 

Property and Equipment

 

Property and equipment are stated at cost or estimated fair value if acquired in an acquisition, less accumulated depreciation, and are depreciated over their estimated useful lives, or the lease term, if shorter, using the straight-line method. Leasehold improvements are stated at cost, less accumulated amortization, and are amortized over the shorter of the lease term or estimated useful life of the asset. Maintenance and repair costs are expensed as incurred.

 

 
8

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We review our long-lived assets, such as property and equipment for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. We evaluate the recoverability of an asset or asset group by comparing its carrying amount to the estimated undiscounted future cash flows expected to be generated by the asset or asset group. If the carrying amount of an asset or asset group exceeds its estimated future cash flows, we recognize an impairment charge as the amount by which the carrying amount of the asset exceeds the estimated fair value of the asset.

 

Fair Value of Financial Instruments

 

Fair value is the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is estimated by applying the following hierarchy, which prioritizes the inputs used to measure fair value into three levels and bases the categorization within the hierarchy upon the lowest level of input that is available and significant to the fair value measurement:

 

Level 1 — Quoted prices in active markets for identical assets or liabilities.

 

Level 2 — Observable inputs other than quoted prices in active markets for identical assets and liabilities, quoted prices for identical or similar assets or liabilities in inactive markets, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

Level 3 — Inputs that are generally unobservable and typically reflect management’s estimate of assumptions that market participants would use in pricing the asset or liability.

 

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. 

  

Income taxes

 

We record deferred tax assets and liabilities for the estimated future tax effects of temporary differences between the tax bases of assets and liabilities and amounts reported in the accompanying consolidated balance sheets, as well as operating losses and tax credit carry-forwards. We measure deferred tax assets and liabilities using enacted tax rates expected to be applied to taxable income in the years in which those temporary differences are expected to be recovered or settled. We reduce deferred tax assets by a valuation allowance if, based on available evidence, it is more likely than not that these benefits will not be realized.

 

We use a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities.

 

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. During the year ended December 31, 2019, the Company had a net loss and had a working capital deficiency and accumulated deficit at December 31, 2019.  These factors raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements.  Management’s plans are a merger and raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources If the Company is unable to obtain additional funds when they are required or if the funds cannot be obtained on favorable terms, management may be required to restructure the Company or cease operations. The financial statements do not include any adjustments that might result from the outcome of these uncertainties.

 

Recent Accounting Pronouncements

 

In February 2016, the Financial Accounting Standards Board (“FASB”) established Topic 842, Leases, by issuing Accounting Standards Update (“ASU”) 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU 2018-10, Codification Improvements to Topic 842, Leases; and ASU 2018-11, Targeted Improvements. The new standard establishes a right-of-use model (ROU) that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the statements of operations.

 

 
9

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We adopted the new standard on January 1, 2019, its effective date. We used the optional transition method approach with the effective date as the date of initial application. Consequently, prior periods will not be restated, and the disclosures required under ASC 840 will continue to be provided for dates and periods before January 1, 2019.

 

The new standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients’, which permits us not to reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs.

 

The new standard also provides practical expedients for an entity’s ongoing accounting. We currently have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities, and this includes not recognizing ROU assets or lease liabilities for existing short-term leases of those assets in transition. We also have elected the practical expedient to not separate lease and non-lease components for all our leases and will not reassess whether initial direct costs qualify for capitalization (see Note 4).

 

The adoption of the standard resulted in the recognition of additional ROU assets and lease liabilities of $25,624 that did not change previously reported net income and did not result in a cumulative effect adjustment to accumulated deficit and did not impact cash flows.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 requires entities to establish an allowance for credit losses for most financial assets. Prior GAAP was based on an incurred loss methodology for recognizing credit losses on financial assets measured at amortized cost and available-for sale debt securities. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 31, 2018. We have not yet completed the full assessment of the impact on our financial statements or related disclosures, however management does not believe there will be a significant impact.

 

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820) — Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures. ASU 2018-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. We have not yet completed the full assessment of the impact on our financial statements or related disclosures, however management does not believe there will be a significant impact.

 

Note 3 - Equity Shares

 

On June 4, 2018, Union’s Board of Directors and shareholder amended the Articles of Incorporation to add Class A and Class B Preference shares. Holders of Class A Preference shares are senior to holders of Class B Preference shares and Common shares with regard to the payment of dividends. At the discretion of Union’s Board of Directors, Union may declare a dividend that pays Class A holders from Union’s preceding year’s net income an amount equal to the Class A holder’s share capital multiplied by up to 120% of the Province of Ontario of the Corporation’s Bankers Prime Rate. In the event that Union is liquidated, Class A holders are have first priority among equity holders to receive their remaining share capital.  Holders of Class A share are entitled to attend shareholder meetings and may vote in person or by proxy one vote for each Class A share held.

 

Holders of Class B Preference shares are senior to holders of Common shares with regard to the payment of dividends.  At the discretion of Union’s Board of Directors, Union may declare a dividend that pays Class B holders from Union’s preceding year’s net income an amount equal to the Class B holder’s share capital multiplied by up to 120% of the Province of Ontario of the Corporation’s Bankers Prime Rate.  In the event that Union is liquidated, Class B holders are have first priority after Class A holders to receive their remaining share capital.  Holders of Class B share are not entitled to attend shareholder meetings or vote on any matters submitted to shareholders.  Unless Union receives the written consent of Class B holders, no dividends may be declared and paid to holders of Special shares and Common shares.

   

 
10

Table of Contents

   

Subject to the rights of Class A and B Preference shareholders, holders of Special shares and Common shares have equal rights to dividends and any liquidating distributions. Special shares confer no rights to attend meetings or vote on shareholder matters.

 

For the years ended December 31, 2019 and 2018, no dividends were declared or paid. As of December 31, 2019 and 2018, 100 Common shares are issued and outstanding and no Class A, Class B or Special shares have been authorized by Union’s Board of Directors.

 

Note 4 - Related Parties

 

Union has relied on advances from and expenses paid by Company shareholders, officers and directors (“Related Parties”). As of December 31, 2019 and 2018, Union owed $168,420 and $157,105 to Related Parties. The loans are repayable on demand, bear no interest, have no equity conversion rights and are not secured by any Union assets.

 

In 2019, Union advanced funds to a related business entity. As of December 31, 2019, the entity owes Union $9,218. The advance is repayable upon Union’s demand, does not bear interest and is not collateralized. In 2018, Union advanced funds to an individual. As of December 31, 2019 and 2018, the individual owes Union $140,435. The advance is repayable upon Union’s demand, does not bear interest and is not collateralized.

 

Note 5 - Commitments and Contingencies

 

Leases Commitment

 

Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. Union has an operating lease for its Edmonton, Canada facility that started in March 2019 and terminates in February 2022. There was no sublease rental income for the years ended December 31, 2019 and 2018. Union paid approximately $7,723 against the Lease obligation in the year ended December 31, 2019. Union paid approximately $38,850 in rent expense for the year ended December 31, 2018.

 

Our lease agreement does not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments.

 

ROU lease asset and lease liability for our operating lease is recorded in the balance sheet as follows:

 

 

 

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

%

 

Future lease payments included in the measurement of lease liabilities on the unaudited balance sheet as of December 31, 2019, for the following five fiscal years and thereafter were as follows:

 

 

 

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

 

 

 
11

Table of Contents

    

Other Commitments

 

As permitted under Canadian Corporations Business Act, Union agrees to indemnify officers and directors for certain events or occurrences while the officer or director is, or was, serving at Union’s request in this capacity. The term of the indemnification period is indefinite. There is no limit on the amount of future payments Union could be required to make under these indemnification agreements; however, Union maintains insurance policy coverage that may enable Union to recover a portion of any amounts paid. As a result of Union’s insurance policy coverage, management believes the estimated fair value of these indemnifications is minimal. Accordingly, Union did not record any indemnification liabilities as of December 31, 2019 and 2018.

 

Litigation

 

From time to time, we are involved in various legal matters arising in the normal course of business. We do not expect the outcome of such proceedings, either individually or in the aggregate, to have a material effect on our financial position, cash flows or results of operations.

 

Note 6 - Subsequent Events

 

On January 30, 2020, the Company entered into transactions contemplated by the definitive share for share exchange agreement and plan of re-organization (the “Purchase Agreement”) by and among the Company, its stockholders and officers and DLT Resolution Inc. (OTC: DLTI), an information technology, cybersecurity, and telecommunications company. Under the Purchase Agreement, DLT Resolution, Inc. acquired all the issued and outstanding capital stock of Union for 1,500,000 shares of the DLT Resolution, Inc.’s restricted Common Stock (the “Closing Shares”). The acquisition resulted in Union becoming a wholly-owned subsidiary of DLT Resolution, Inc.

 

In the event that Union’s gross revenue for 2020 exceeds CAD $3,100,000 and it generates a minimum $75,000 in EBITDA (the “Performance Targets”), DLT Resolution, Inc. agreed to issue an additional 1,000,000 shares of its restricted Common Stock (“the Contingent Shares”) as additional purchase price consideration.

 

 
12

 

 

EX-99.2 3 dlti_ex992.htm PRO FORMA dlti_ex992.htm

EXHIBIT 99.2

 

 

DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2019

 

 

 

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

 

 

Notes

 

 

[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 .

 

 
1

 

 

DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2019

 

 

 

DLT

Resolution, Inc.

 

 

Union

Strategies, Inc.

 

 

Adjustments

 

 

Combined

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Bank overdraft

 

$ 16,782

 

 

$ -

 

 

$ -

 

 

$ 16,782

 

Accounts payable and accrued liabilities

 

 

99,201

 

 

 

405,068

 

 

 

-

 

 

 

504,269

 

Accounts payable, related party

 

 

15,000

 

 

 

-

 

 

 

-

 

 

 

15,000

 

Interest payable, related party

 

 

34,190

 

 

 

-

 

 

 

-

 

 

 

34,190

 

Related party payables

 

 

20,880

 

 

 

-

 

 

 

-

 

 

 

20,880

 

Current notes payable, related party

 

 

81,500

 

 

 

30,771

 

 

 

(30,771 )[B]

 

 

81,500

 

Lease obligations - operating leases, current portion

 

 

-

 

 

 

6,637

 

 

 

-

 

 

 

6,637

 

Total current liabilities

 

 

267,553

 

 

 

442,476

 

 

 

(30,771 )

 

 

679,258

 

Lease obligations - operating leases, net of current portion

 

 

-

 

 

 

7,122

 

 

 

-

 

 

 

7,122

 

Notes payable, net of current portion

 

 

5,000

 

 

 

-

 

 

 

-

 

 

 

5,000

 

Other long-term liability

 

 

685,000

 

 

 

-

 

 

 

1,470,000

[A]

 

 

2,155,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

957,553

 

 

 

449,598

 

 

 

1,439,229

 

 

 

2,846,380

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series B convertible preferred stock

 

 

64,000

 

 

 

-

 

 

 

-

 

 

 

64,000

 

Common stock

 

 

24,395

 

 

 

77

 

 

 

2,423

[A][D]

 

 

26,895

 

Treasury stock

 

 

(5,300 )

 

 

-

 

 

 

-

 

 

 

(5,300 )

Additional paid-in capital

 

 

4,236,265

 

 

 

-

 

 

 

1,091,622

[A]

 

 

5,327,887

 

Other comprehensive income

 

 

(34,430 )

 

 

(22 )

 

 

251,728

[D]

 

 

217,276

 

Accumulated deficit

 

 

(4,653,230 )

 

 

(106,317 )

 

 

(550,672 )[B][C][D]

 

 

(5,310,218 )

Total stockholders’ equity attributable to parent

 

 

(368,300 )

 

 

(106,262 )

 

 

795,101

 

 

 

320,539

 

Non-controlling interest

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

Total stockholders’ equity

 

 

(368,300 )

 

 

(106,262 )

 

 

795,101

 

 

 

320,539

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$ 589,253

 

 

$ 343,336

 

 

$ 2,234,330

 

 

$ 3,166,920

 

 

 
2

 

 

DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2019

  

 

 

DLT

Resolution, Inc.

 

 

Union

 Strategies, Inc.

 

 

Adjustments

 

 

Combined

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

$ 463,325

 

 

$ 1,797,098

 

 

$ -

 

 

$ 2,260,423

 

Promotional

 

 

-

 

 

 

259,126

 

 

 

-

 

 

 

259,126

 

Total revenue

 

 

463,325

 

 

 

2,056,224

 

 

 

-

 

 

 

2,519,549

 

Cost of Sales

 

 

154,874

 

 

 

1,323,454

 

 

 

-

 

 

 

1,478,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

308,451

 

 

 

732,770

 

 

 

-

 

 

 

1,041,221

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

546,541

 

 

 

475,787

 

 

 

-

 

 

 

1,022,328

 

Bad debt expense

 

 

-

 

 

 

128,856

 

 

 

-

 

 

 

128,856

 

Depreciation and amortization

 

 

-

 

 

 

31,166

 

 

 

259,026

[C]

 

 

290,192

 

Sales and marketing

 

 

-

 

 

 

197,618

 

 

 

-

 

 

 

197,618

 

Total operating expenses

 

 

546,541

 

 

 

833,427

 

 

 

259,026

 

 

 

1,638,994

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loss from operations

 

 

(238,090 )

 

 

(100,657 )

 

 

(259,026 )

 

 

(597,773 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(7,315 )

 

 

(33,084 )

 

 

-

 

 

 

(40,399 )

Loss on stock-based liability

 

 

(467,487 )

 

 

-

 

 

 

-

 

 

 

(467,487 )

Foreign exchange gain

 

 

5,362

 

 

 

-

 

 

 

-

 

 

 

5,362

 

Loss on investment

 

 

(331,787 )

 

 

-

 

 

 

-

 

 

 

(331,787 )

Other income

 

 

-

 

 

 

2,150

 

 

 

-

 

 

 

2,150

 

Total other expense

 

 

(801,227 )

 

 

(30,934 )

 

 

-

 

 

 

(832,161 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss before income taxes

 

 

(1,039,317 )

 

 

(131,591 )

 

 

(259,026 )

 

 

(1,429,935 )

Provision for income taxes

 

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

$ (1,039,317 )

 

$ (131,591 )

 

$ (259,026 )

 

$ (1,429,935 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss per share

 

$ (0.05 )

 

 

 

 

 

 

 

 

 

$ (0.06 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

20,871,886

 

 

 

-

 

 

 

1,500,000

[A]

 

 

22,371,886

 

 

 
3

 

 

DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2018

  

 

 

DLT

Resolution, Inc.

 

 

Union

Strategies, Inc.

 

 

Adjustments

 

 

Combined

 

Current Assets:

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$ 12,908

 

 

$ 36,837

 

 

$ -

 

 

$ 49,745

 

Accounts receivable

 

 

12,217

 

 

 

225,334

 

 

 

(219,999 )[B]

 

 

17,552

 

Receivable - related parties

 

 

-

 

 

 

71,298

 

 

 

(71,298 )[B]

 

 

-

 

Other prepaid expenses

 

 

-

 

 

 

6,546

 

 

 

(6,546 )[B]

 

 

-

 

Assets held for sale

 

 

656,735

 

 

 

-

 

 

 

-

 

 

 

656,735

 

Total current assets

 

 

681,860

 

 

 

340,015

 

 

 

(297,843 )

 

 

724,032

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Property and equipment, net

 

 

-

 

 

 

98,551

 

 

 

-

 

 

 

98,551

 

Intangible assets, net of accumulated amortization

 

 

460,491

 

 

 

-

 

 

 

1,652,210

[B][C]

 

 

2,112,701

 

Goodwill

 

 

156,774

 

 

 

-

 

 

 

922,297

[B]

 

 

1,079,071

 

Total assets

 

$ 1,299,125

 

 

$ 438,566

 

 

$ 2,276,664

 

 

$ 4,014,355

 

Notes

 

 

[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.

 

 
4

 

 

DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2018

  

 

 

DLT

 Resolution, Inc.

 

 

Union

Strategies, Inc.

 

 

Adjustments

 

 

Combined

 

Current liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Accounts payable and accrued expenses

 

$ 48,920

 

 

$ 296,402

 

 

$ 4,283

[B]

 

$ 349,605

 

Accounts payable – related party

 

 

40,000

 

 

 

-

 

 

 

-

 

 

 

40,000

 

Interest payable – related party

 

 

26,875

 

 

 

-

 

 

 

-

 

 

 

26,875

 

Related party payables

 

 

17,713

 

 

 

-

 

 

 

-

 

 

 

17,713

 

Current notes payable – related party

 

 

81,500

 

 

 

115,441

 

 

 

-

 

 

 

196,941

 

Liabilities held for sale

 

 

146,127

 

 

 

-

 

 

 

-

 

 

 

146,127

 

Total current liabilities

 

 

361,135

 

 

 

411,843

 

 

 

4,283

 

 

 

777,261

 

Notes payable, net of current portion

 

 

5,000

 

 

 

-

 

 

 

-

 

 

 

5,000

 

Other long-term liability

 

 

196,142

 

 

 

-

 

 

 

1,470,000

[A]

 

 

1,666,142

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities

 

 

562,277

 

 

 

411,843

 

 

 

1,474,283

 

 

 

2,448,403

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Series B convertible preferred stock

 

 

64,000

 

 

 

-

 

 

 

-

 

 

 

64,000

 

Common stock

 

 

24,983

 

 

 

73

 

 

 

1,427

[A][D]

 

 

26,483

 

Treasury stock

 

 

(5,300 )

 

 

-

 

 

 

-

 

 

 

(5,300 )

Additional paid-in capital

 

 

4,192,678

 

 

 

0

 

 

 

1,092,622

[A]

 

 

5,285,300

 

Other comprehensive income

 

 

(37,688 )

 

 

22

 

 

 

(22 )[D]

 

 

(37,688 )

(Accumulated deficit) retained earnings

 

 

(3,595,912 )

 

 

26,628

 

 

 

(291,645 )[B][C][D]

 

 

(3,860,930 )

Total stockholders’ equity attributable to parent

 

 

642,761

 

 

 

26,723

 

 

 

802,381

 

 

 

1,471,865

 

Non-controlling interest

 

 

94,087

 

 

 

-

 

 

 

-

 

 

 

94,087

 

Total stockholders’ equity

 

 

736,848

 

 

 

26,723

 

 

 

802,381

 

 

 

1,565,952

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$ 1,299,125

 

 

$ 438,566

 

 

$ 2,276,664

 

 

$ 4,014,355

 

 

 
5

 

 

DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2018

  

 

 

DLT

Resolution, Inc.

 

 

Union

Strategies, Inc.

 

 

Adjustments

 

 

Combined

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

Services

 

$ 227,343

 

 

$ 1,844,699

 

 

$ -

 

 

$ 2,072,042

 

Promotional

 

 

-

 

 

 

236,480

 

 

 

-

 

 

 

236,480

 

Total revenue

 

 

227,343

 

 

 

2,081,179

 

 

 

-

 

 

 

2,308,522

 

Cost of Sales

 

 

(108,401 )

 

 

(1,126,869 )

 

 

-

 

 

 

(1,235,270 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

 

118,942

 

 

 

954,310

 

 

 

-

 

 

 

1,073,252

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

 

351,724

 

 

 

597,641

 

 

 

-

 

 

 

949,365

 

Bad debt expense

 

 

-

 

 

 

84,987

 

 

 

-

 

 

 

84,987

 

Depreciation and amortization

 

 

-

 

 

 

23,281

 

 

 

265,018

[C]

 

 

288,299

 

Sales and marketing

 

 

-

 

 

 

156,082

 

 

 

-

 

 

 

156,082

 

Total operating expenses

 

 

351,724

 

 

 

861,992

 

 

 

265,018

 

 

 

1,478,734

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from operations

 

 

(232,782 )

 

 

92,318

 

 

 

(265,018 )

 

 

(405,482 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other Income (Expenses)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

(4,767 )

 

 

(24,520 )

 

 

-

 

 

 

(29,287 )

Loss on change in fair value of derivative liability

 

 

(2,427 )

 

 

-

 

 

 

-

 

 

 

(2,427 )

Foreign exchange loss

 

 

(3,992 )

 

 

-

 

 

 

-

 

 

 

(3,992 )

Other income

 

 

31,834

 

 

 

-

 

 

 

-

 

 

 

31,834

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total other income (expense)

 

 

20,648

 

 

 

(24,520 )

 

 

-

 

 

 

(3,872 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income from continuing operations

 

 

(212,134 )

 

 

67,798

 

 

 

(265,018 )

 

 

(409,354 )

Loss from discontinued operations

 

 

(117,148 )

 

 

-

 

 

 

-

 

 

 

(117,148 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income attibutable to common stockholders

 

$ (329,282 )

 

$ 67,798

 

 

$ (265,018 )

 

$ (526,502 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted loss from operations per share

 

$ (0.02 )

 

 

 

 

 

 

 

 

 

$ (0.03 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average shares outstanding

 

 

19,263,408

 

 

 

-

 

 

 

1,500,000

[A]

 

 

20,763,408

 

 

 

6