DLT Resolution Inc. Files 2023 10-K Report

TL;DR

<b>DLT Resolution Inc. has filed its annual 10-K report for the fiscal year ending December 31, 2023.</b>

AI Summary

DLT Resolution Inc. (DLTI) filed a Annual Report (10-K) with the SEC on March 5, 2024. DLT Resolution Inc. filed its 2023 10-K report on March 5, 2024. The company was formerly known as Hemcare Health Services Inc., NSU Resources Inc., and Bio-Carbon Solutions International Inc. The company's fiscal year ends on December 31. DLT Resolution Inc. is incorporated in Nevada. The company's business and mailing address is 5940 S. Rainbow Blvd, Ste 400-32132, Las Vegas, NV 89118.

Why It Matters

For investors and stakeholders tracking DLT Resolution Inc., this filing contains several important signals. The filing provides a comprehensive overview of the company's financial performance and operational status for the past fiscal year. Investors and stakeholders can use this report to assess the company's financial health, risks, and future prospects.

Risk Assessment

Risk Level: — DLT Resolution Inc. shows moderate risk based on this filing. The filing is a standard annual report (10-K) and does not contain immediate red flags, indicating a routine disclosure.

Analyst Insight

Review the financial statements and risk factors in the 10-K to understand DLT Resolution Inc.'s performance and potential challenges.

Key Numbers

• 2022-12-31 — Fiscal Year End (Report period)
• 2024-03-05 — Filing Date (Date of submission)
• 7200 — SIC Code (Services-Personal Services)
• 208248213 — IRS Number (Tax identification)

Key Players & Entities

• DLT Resolution Inc. (company) — Filer
• Hemcare Health Services Inc. (company) — Former company name
• NSU Resources Inc (company) — Former company name
• Bio-Carbon Solutions International Inc. (company) — Former company name
• Nevada (location) — State of incorporation
• Las Vegas (location) — City

FAQ

Industry Context

DLT Resolution Inc. operates within the personal services sector, as indicated by its SIC code.

Regulatory Implications

The company is subject to SEC regulations for public filings, including the annual 10-K report.

What Investors Should Do

1. Review the detailed financial statements within the 10-K.
2. Analyze the risk factors section for potential business threats.
3. Compare current year performance to previous years' filings.

Key Dates

• 2022-12-31: Fiscal Year End — End of reporting period for the 10-K
• 2024-03-05: Filing Date — Date the 10-K was officially submitted to the SEC

Year-Over-Year Comparison

This filing is the 2023 10-K, following the previous year's 2022 10-K.

Key Financial Figures

• $0.61 — 1,882 (based on a closing sale price of $0.61 per share as reported for the NASDAQ Gl
• $0.001 — hares of the registrant's Common Stock, $0.001 par value, were issued and 21,499,561 w
• $0 — common stock. Dividends We declared $0 and $0 of dividends on preferred stock
• $184,577 — mon stock to third parties and received $184,577 in proceeds. 6 Table of Contents S
• $11,885 — ources. As of December 31, 2022, we had $11,885 of cash on hand and total liabilities o
• $1,202,670 — f cash on hand and total liabilities of $1,202,670. We must secure additional funds in ord
• $218,707 — lts of Operations . Total revenues were $218,707 and $326,944 in 2022 and 2021, respecti
• $326,944 — ions . Total revenues were $218,707 and $326,944 in 2022 and 2021, respectively, with th
• $391,959 — ustomers. Total operating expenses were $391,959 for the year ended December 31, 2022 co
• $450,015 — ear ended December 31, 2022 compared to $450,015 during the year ended December 31, 2021
• $12,495 — Other Expense: Other Expense totaled ($12,495) during the year ended December 31, 202
• $2,378 — ar ended December 31, 2022 compared to ($2,378) during the year ended December 31, 202
• $967,497 — Loss from discontinued operations was ($967,497) for the year ended December 31, 2021 c
• $2,304,385 — ar ended December 31, 2021 compared to( $2,304,385) for the year ended December 31, 2021.

Filing Documents

• dlti_10k.htm (10-K) — 634KB
• dlti_ex311.htm (EX-31.1) — 12KB
• dlti_ex321.htm (EX-32.1) — 5KB
• 0001477932-24-001014.txt (&nbsp;) — 2787KB
• dlti-20221231.xsd (EX-101.SCH) — 28KB
• dlti-20221231_lab.xml (EX-101.LAB) — 193KB
• dlti-20221231_cal.xml (EX-101.CAL) — 34KB
• dlti-20221231_pre.xml (EX-101.PRE) — 155KB
• dlti-20221231_def.xml (EX-101.DEF) — 85KB
• dlti_10k_htm.xml (XML) — 255KB

BUSINESS

BUSINESS 3 ITEM 1A

RISK FACTORS

RISK FACTORS 5 ITEM 1B UNRESOLVED STAFF COMMENTS 5 ITEM 2

PROPERTIES

PROPERTIES 5 ITEM 3

LEGAL PROCEEDINGS

LEGAL PROCEEDINGS 5 ITEM 4 MINE SAFETY DISCLOSURES 5 PART II ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES 6 ITEM 6

SELECTED FINANCIAL DATA

SELECTED FINANCIAL DATA 7 ITEM 7

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

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

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 9 ITEM 8

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 9 ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE 9 ITEM 9A

CONTROLS AND PROCEDURES

CONTROLS AND PROCEDURES 9 ITEM 9B OTHER INFORMATION 11 PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE 12 ITEM 11

EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION 13 ITEM 12

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

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 13 ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE 14 ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES 14 PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 15

SIGNATURES

SIGNATURES 16 2 Table of Contents PART I. Cautionary Note This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2023. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy. Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 1A.—Risk Factors" and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "DLT" "we," "our," "DLTI," and "us" refer to DLT Resolution Inc. (formerly HCRE, Hemcare Health Services Inc.). Investors and security holders may obtain a free copy of the Annual Report on Form 10-K and other documents filed by DLT Resolution Inc. with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the Annual Report on

BUSINESS

ITEM 1 BUSINESS. General DLT Resolution Inc. (formerly Hemcare Health Services Inc.) ("The Company") was incorporated on January 17, 2007, under the laws of the State of Nevada. The principal offices are located at 5940 S. Rainbow Blvd, Ste 400-32132, Las Vegas, NV 89118 . The telephone number is 1 (702) 796-6363. The Company has never declared bankruptcy and it has never been in receivership. Our fiscal year end is December 31. Description of Business 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. 3 Table of Contents DLT Telecom (DLT Resolution Corp.) As a result of the business combination with 1922861 Ontario Inc. on April 12, 2018, our business now includes vital customers within the Resolution Telecom business. The Resolution Telecom business has been providing a wide range of innovative solutions that are reliable, scalable and flexible to hundreds of Canadian businesses for more than two decades. The Company's infrastructure solutions are delivered as a monthly service with substantial flexibility in the packaging and the delivery to ensure the solution is one that best meets each business's needs. At the core of its offerings, DLT Telecom Hosted PBX provides customers with cloud-based technology and infrastructure for IP voice communications at a significant savings over on premise solutions. Customers have the flexibility to utilize all the features such as voicemail to email, email transcription, call recording, CRM integration, remote workers, and mobile user apps without the capital expenditure of a traditional legacy system. By offering a truly supported hosted PBX platform, customers no longer require the expense of techni

RISK FACTORS

ITEM 1A RISK FACTORS Not Applicable

UNRESOLVED STAFF COMMENTS

ITEM 1B UNRESOLVED STAFF COMMENTS None

PROPERTIES

ITEM 2 PROPERTIES. We do not own any property; the principal offices are located at 5940 S. Rainbow Blvd, Ste 400-32132, Las Vegas, NV 89118. The telephone number is 1 (702) 796-6363.

LEGAL PROCEEDINGS

ITEM 3 LEGAL PROCEEDINGS. None

MINE SAFETY DISCLOSURES

ITEM 4 MINE SAFETY DISCLOSURES. None 5 Table of Contents PART II

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

ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. Our common stock is quoted on the Over-the-Counter Bulletin Board (OTCBB) under the ticker symbol DLTI. The stock trades are limited and sporadic; there is no established public trading market for our common stock. Dividends We declared $0 and $0 of dividends on preferred stock during the years ended December 31, 2022 and 2021. Securities Authorized for Issuance under Equity Compensation Plans There is no stock option plan in place for the company. Recent Sales of Unregistered Securities During the year ended December 31, 2022, the Company sold 388,274 shares of restricted Common stock to third parties and received $184,577 in proceeds. 6 Table of Contents Securities issued in 2021 During the year ended December 31, 2021, the Company issued 1,000,000 shares of common stock to complete the acquisition of Union Strategies, Inc. Securities issued in 2022 During the year ended December 31, 2022, the Company sold 388,274 shares of restricted Common stock to third parties and received $184,577 in proceeds.

SELECTED FINANCIAL DATA

ITEM 6 SELECTED FINANCIAL DATA. Summary of Financial Data December 31, 2022 December 31, 2021 Revenues $ 218,707 $ 326,944 Operating Expenses $ 391,959 $ 450,015 Loss $ (1,153,244 ) $ (2,429,834 ) Total Assets $ 325,716 $ 1,358,657 Liabilities $ 1,202,670 $ 1,228,181 Stockholders' (Deficit) Equity $ (876,954 ) $ 130,476

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

ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS. The following discussion is intended to assist in the understanding and assessment of significant changes and trends related to the results of operations and financial condition of DLT Resolution, Inc. This discussion and analysis should be read in conjunction with our financial statements and notes thereto included elsewhere in this Annual Report on Form 10-K for the fiscal year ended December 31, 2022. Critical Accounting Policies Use of Estimates The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during the year ended December 31, 2022. 7 Table of Contents Revenue Recognition Revenue is recognized when persuasive evidence of an agreement exists, the price is fixed or determinable, goods are delivered, or services performed and collectability is reasonably assured. 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 sta

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

ITEM 7A QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. We do not currently hold any market risk sensitive instruments entered into for hedging transaction risks related to foreign currencies. In addition, we have not entered into any transactions with derivative financial instruments for trading purposes.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. Our financial statements appear beginning on page F-1, immediately following the signature page of this report.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. Since the appointment of BFBorgers CPA, PC as our independent registered accounting firm through present, which included the audit of our financial statements for the years ended December 31, 2022 and 2021, there were (i) no disagreements between the Company and BFBorgers CPA, PC on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of BFBorgers CPA, PC, would have caused BFBorgers CPA, PC to make reference thereto in their reports on the financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K. During years ended December 31, 2022 and 2021, and in the subsequent interim period through to present, the Company has not consulted with BFBorgers CPA, PC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report nor oral advice was provided to the Company that Heaton & Company concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K). Disclaimer: This filing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unkn

CONTROLS AND PROCEDURES

ITEM 9A 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. 9 Table of Contents 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." 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.

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