UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

March 1124, 2024

Date of Report (Date of Earliest event reported)

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)

(IRS Employer

Identification No.)

5940 S. Rainbow Blvd, Ste 400-32132 Las Vegas NV 89118

(Address of principal executive offices) (Zip Code)

1 (800) 463-5465

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K 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 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

~~Item~~☐ Soliciting ~~1.01~~material ~~Entry~~pursuant ~~into~~to aRule ~~Material~~14a-12 ~~Definitive~~under ~~Agreement~~the Exchange Act

~~Acquisition~~☐ Pre-commencement ofcommunications ~~Global~~pursuant ~~Motor~~to ~~Group~~Rule of14d-2(b) ~~Companies~~under the Exchange Act

On☐ Pre-commencement ~~March~~communications ~~11,~~pursuant ~~2024,~~to ~~DLT~~Rule ~~Resolution Inc.~~ 13e-4(~~the “Company” or “we”~~c) ~~entered~~under ~~into and closed~~ the ~~transactions~~Exchange contemplated by the definitive share purchase agreement (share for share exchange) (the “Share Purchase Agreement”) by and among the Companies,Global Motor Trade LLC, Global Motor Trade International LLC, SJ Auto Trade LLC, WEC International LLC. and the beneficial owners of each entity (collectively referred to as“Vendors” or“Shareholders” all of which are all referenced in the agreement collectively as Global Motor Trade Group of Companies or as“GMTI”).Act

About The Global Motor Group of Companies

The Global Motor Trade Group of Companies, based in the United States, specializes in international vehicle, vehicle parts and equipment, and machinery and equipment, wholesale distribution and sale, with a primary focus on United States, Canada, Mexico, Southeast Asia, China, Europe, Dubai, Africa and worldwide. GMTI contribute a combined annual gross revenue of USD $50,858,000.

Consideration for purchase

The Purchase Price shall be satisfied in the following manner at Closing by issuing shares at a current value of .005 USD per share its current trading value on the Over the Counter market The issuance of DLT Resolution Shares in a number representing The Initial Purchase Price of the Transaction will be calculated as follow: 14% of the I/O shares of DLTI, represented by 6,020,000 shares in DLTI which shall be non dilutive up through the acquisition of 42% of the outstanding shares of Ciscom Corporation and any new (non transferred) shares issued to Drew Reid up through May 31, 2024, or by closing. Issued and outstanding which are expected to total approximately 55,000,000. The Vendors (GMTI) thereafter shall be issued such additional shares as to equal a total of 14% of the I/O shares of DLTI, represented by 6,020,000 shares in DLTI which shall be non dilutive up through the acquisition of 42% of the outstanding shares of Ciscom Corporation and any new (non transferred) shares issued to Drew Reid up through May 31, 2024, or by closing. Issued and outstanding which are expected to total approximately 55,000,000. The Vendors (GMTI) thereafter shall be issued such additional shares as to equal a total of 14% of the issued and outstanding shares of DLTI. Any future acquisitions of any entity which includes control of the acquired entity with no less than 50.1% of the issued and outstanding stock of that entity subsequent to the closing of this transaction shall be considered accretive to the value of the company and therefore Vendors shall not be entitled to any additional non dilutive shares. This calculation shall exclude any debt of the Vendor entities that shall agree to convert their debt to the Company’s common stock.

Earn-Out Payments and Bonus Acquisition Payments.

As part of the Purchase Price, the Vendors shall also receive ongoing payments, subject to adjustments as set out in below, calculated in accordance with and payable upon the timelines as outlined in Schedule“B”hereto (together, the“Earn-Out Payments)”.

Within 120 days of year-end and upon achieving the threshold performance of the Earn-Out:

The Initial Purchase Price will be augmented by the Earn-out to arrive to the Total Purchase Price. The Earn-Out is based on the performance of GMTI and any of its acquisitions introduced by GMTI, commencing for the 24 month period following the closing and completion of this transaction 1,111,000 DLTI common shares, (on a average of $0.45/sh) to the Vendors, for the 12 month period following the closing and completion of the transaction if the GMTI & all associated companies Gross Profit is $4,250,000 or more; and,

1,666,000 DLTI common shares (on a average of $0.45/sh), to the Vendors, for the second 12 month period following the closing and completion of the transaction if the GMTI & all acquired companies Gross Profit is $5,250,000 or more.

During the first 24 months following the closing of this transaction, the Vendors shall receive an additional Bonus Acquisition compensation in shares equal to 10% of the compensation (TBD), prior to close paid to strategic of the net revenue or value of the acquisition on closing in the motor vehicle and equipment export industry that are identified and introduced by GMTI, as approved by the DLTI Board of Directors. Upon presentation by either Charles S Brofman and/or Abdul Matin Moosa, of a proposed acquisition of an entity for which either or both of Charles S Brofman or Abdul Matin Moosa may receive bonus compensation under this paragraph, then in such event Charles S Brofman shall abstain from voting on the transaction as a Director of DLT Resolution, Inc.

The foregoing summary of the Share Purchase Agreement is not complete and is qualified in its entirety by reference to the complete text of the definitive agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Asset Purchase Agreement is filed as an exhibit to this report in order to provide investors and shareholders with information regarding its terms. It is not intended to provide any other factual information about the Company or any of the other parties thereto. In particular, the assertions embodied in the representations and warranties contained in the Asset Purchase Agreement are given only as of the dates specified in the agreement and are qualified by information contained in confidential disclosure schedules provided by the parties. Accordingly, investors should not rely on the representations and warranties in the Share Purchase Agreement as characterizations of the actual state of facts or condition of the Companies, ,Global Motor Trade LLC, Global Motor Trade International LLC, SJ Auto Trade LLC, WEC International LLC the Sellers or any other party to the Asset Purchase Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets

On May 3, 2024 The ~~information~~Company inentered ~~Item~~into ~~1.01~~an ~~set~~unwinding ~~forth~~agreement ~~above~~of its ispreviously ~~incorporated~~announced ~~herein~~share byexchange ~~reference~~transactions (the “Share Exchanges”) with certain shareholders of Toronto-based Ciscom Corp. (CSE: CISC) (“Ciscom”).

In the original share exchange agreements On February 14, 2024, the Company acquired 19.9% of the issued and outstanding capital of Ciscom Corp. (“Ciscom”), an Ontario Canada based holding company, in exchange for 10,261,214 newly issued shares of Company Common Stock. Ciscom manages two entities in the information and communication technology (“ICT”) sector and primarily focuses on acquiring substantial small and medium sized profitable enterprises. On March 2, 2024, the Company issued 11,421,401 shares of Common Stock to acquire an additional 22.15% of Ciscom and become its largest shareholder.

DLT’s objective in pursuing the Share Exchanges was to consolidate a meaningful ownership position in Ciscom with a view to championing the interests of a group of 116 concerned shareholders of Ciscom (the “Concerned Shareholders”) who comprised approximately 42% of the issued and outstanding shares of Ciscom prior to the recent dilution resulting from additional Ciscom shares issued to certain members of the Ciscom management team over the past two months. Following a series of discussions with Ciscom’s principal regulator, the Ontario Securities Commission, relating to applicable Canadian securities law requirements in connection with the Share Exchanges, DLT has elected to unwind in full the Share Exchanges with the Concerned Shareholders, with the effect that, as at the date hereof, and subject to the new share exchanges set out below, DLT no longer owns any shares of Ciscom, and will re-enter into agreements as outlined herein. An early warning “exit report” and updated insider reporting will be filed by DLT in accordance with the requirements of Canadian securities laws. As consideration for the unwinding of the Share Exchanges, DLT will issue 2,500 common shares of DLT (being an aggregate of up to 290,000 DLT common shares) to each of the Concerned Shareholders who do not enter into new agreements with DLT, pursuant to applicable US and Canadian prospectus exemptions, which shares shall be subject to the standard trade restrictions under the provisions of Regulation S of the U.S. Securities Act of 1933.

The unwinding is primarily designed to correct an unintended deemed over-acquisition of Ciscom shares arising from Canadian securities laws that, among other things where no precedent could re relied on, deemed DLT’s nil holdings in Ciscom to nevertheless include Mr. Drew Reid’s then approximate 9% interest in Ciscom (inclusive of escrowed Ciscom shares of Mr. Reid) when DLT first acquired its 19.9% interest in Ciscom, despite no such ownership.

New Ownership in Ciscom Corp.

On May 7, 2024, DLT Resolution Inc. (the “ Company ” or “ we ”) entered into and closed the transactions contemplated by the definitive share purchase agreement (share for share exchange) (the “ Share Purchase Agreement ”) by and among certain shareholders of Ciscom Corp.

DLT entered into and closed share exchange agreements with twenty Five Shareholders including Ciscom shareholders, being Drew Reid (former Director, Executive Chair & CEO of Ciscom and current Director, Executive Chair & CEO of DLT), Shaun Power (former Director of Ciscom and current Executive V.P. Finance of DLT), Mark Irwin (former Special Advisor to Ciscom and current Special Advisor to DLT) and Tony Liao (current Director of DLT), and certain other qualifying shareholders that are accredited investors, and or a business associate (collectively, the “Subject Shareholders”), to acquire an aggregate of 5,755,536 shares of Ciscom (representing approximately 10.7% of the issued and outstanding Ciscom shares) in exchange for the issuance of 2,877,768 shares of DLT (being a 1:2 share exchange ratio).

Each of Messrs. Reid, Irwin and Power also hold an aggregate of 5,010,000 Ciscom shares (currently representing 9.4% of the issued and outstanding Ciscom shares) that remain subject to a Canadian Securities Exchange escrow agreement dated June 8, 2023, and which shall be released from escrow in tranches until June 8, 2026 (15% released every 6 months, with the next release occurring on June 8, 2024). DLT currently anticipates that it will enter into similar share exchange agreements with such Ciscom shareholders as and when such shares a released from escrow.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 1324, 2024 ~~Charles~~Lino ~~Brofman~~Fera ~~was~~and ~~appointed~~Chen ~~Director,~~Xi ~~General~~(Tony) ~~Counsel~~Liao ~~and~~were ~~Secretary. ,~~appointed ~~Mr.~~to ~~Brofman's~~the ~~extensive~~Board ~~legal~~of Directors and ~~entrepreneurial~~Mark ~~expertise~~Irwin iswas ~~expected~~appointed to ~~significantly~~the ~~contribute~~Board toof ~~the~~Advisers. Background ~~company's~~information ~~growth~~on ~~and~~the ~~strategic~~individuals ~~vision.~~follow:

~~Information~~Lino ~~concerning~~Fera, ~~Mr.~~CA, ~~Brofman follows:~~CPA - Director

~~Charles~~With ~~Brofman~~over ~~(62)~~30 Ayears ~~distinguished graduate~~ of ~~Brooklyn~~experience ~~College~~as ofa ~~the~~Chartered ~~City~~Professional ~~University~~Accountant ~~of New York and Fordham Law School~~(CPA), ~~Mr.~~Lino ~~Brofman~~Fera brings ainvaluable ~~wealth~~financial ofacumen ~~experience~~and toexecutive ~~DLT~~leadership ~~Resolution~~to ~~Inc~~the board. ~~His~~He ~~legal~~has ~~career~~held ~~includes~~pivotal ~~serving~~roles asin anboth ~~Assistant~~private ~~District~~and ~~Attorney~~publicly intraded ~~Bronx~~organizations ~~County,~~across ~~New~~various ~~York~~industries, ~~and~~including ~~handling~~marketing, ~~over~~healthcare, ~~8000 cases in civil~~ and ~~criminal courts~~mining. ~~His reputation for handling high-profile cases underscores his deep understanding of legal complexities. He was in private practice as a trial attorney from September 1986 through 1998.~~

~~Beyond his legal achievements,~~ Mr. ~~Brofman~~Fera's isextensive ~~renowned~~background ~~for~~includes ~~his~~serving ~~entrepreneurial~~as ~~ventures.~~Chief AsFinancial ~~the~~Officer ~~CEO~~for ofRapid ~~Cybersettle,~~Dose heTherapeutics ~~revolutionized~~Corp. ~~online~~and ~~dispute~~Starshot ~~resolution~~Ventures ~~with~~Inc. ~~his~~His ~~patented~~entrepreneurial ~~double-blind~~spirit ~~bid~~is ~~method,~~evident ~~utilized~~through inhis ~~over~~co-founding ~~200,000~~of ~~disputes worldwide. He also spearheaded~~ the ~~RapidFunds~~Cribwolf ~~model~~Foundation, ~~facilitating~~a ~~over~~non-profit ~~$350,000,000~~dedicated into ~~post-settlement~~supportive ~~funding~~housing for ~~law~~individuals ~~firms.~~with Hedevelopmental ~~has~~disabilities, ~~served~~and ashis ~~President~~work ofas ~~the~~a ~~North~~business ~~American~~coach ~~Automobile~~and ~~Trade Association since 2017~~speaker.

InChen ~~2022,~~Xi ~~Mr.~~(Tony) ~~Brofman's~~Liao ~~successful~~- acquisition of a majority of the shares of Cybersettle Holdings, Inc. further solidified his leadership in the industry. His entrepreneurial endeavors extend to the automotive sector, where he serves as Managing Member of Global Motor Trade International LLC and SJ Auto Trade LLC, entities recently acquired by DLT Resolution Inc.Director

~~The~~Tony ~~Company~~Liao's ~~directors~~journey ~~serve~~from ~~until~~humble ~~the~~beginnings ~~next~~in ~~annual~~the ~~meeting~~food of& ~~the~~beverage ~~Company's~~industry ~~shareholders~~to ~~and~~a ~~until~~partner-owner ~~their~~of ~~successors~~Cynthia's ~~have~~Chinese ~~been~~Restaurant ~~duly~~exemplifies ~~elected~~dedication and ~~qualified~~expertise. ~~The~~With ~~Company's~~over ~~officers~~30 ~~serve~~years ~~at the discretion~~ of ~~the~~experience, ~~Company's~~he ~~directors.~~has ~~The~~demonstrated ~~Company~~exceptional ~~does~~leadership ~~not~~and ~~compensate~~business ~~any person for acting as a director~~acumen.

Mr. ~~Brofman is~~Liao's ~~not~~pivotal anrole ~~independent~~in ~~directors~~steering asCynthia's ~~that~~Chinese ~~term~~Restaurant istoward ~~defined~~operational inexcellence ~~section~~underscores ~~803~~his profound understanding of the ~~listing~~industry ~~standards~~and ofcustomer relations. His recent venture into the ~~NYSE~~corporate ~~AMEX. Mr.~~world ~~Brofman~~with isCiscom ~~not a~~Corp ~~"financial~~showcases ~~expert"~~his asversatility ~~that~~and ~~term~~commitment isto ~~defined~~growth, notably in securing early-stage capital and facilitating the ~~regulations~~company's ofsuccessful listing on the Canadian Securities ~~and~~ Exchange ~~Commission~~(CSE).

~~The~~Mark ~~following~~Irwin ~~shows~~- ~~the~~Board ~~amounts the Company expects to pay to Mr. Brofman during the twelve months ending December 31, 2024, and the amount~~ of ~~time these persons expect to devote to the Company.~~Advisors

Name		ProjectedCompensation				% of timeto be devoted to Company's business
Charles Brofman		$	125,000				75	%

Bringing over 40 years of expertise in equipment and vehicle leasing, Mark Irwin specializes in managing programs for companies like Home Hardware. His vast experience includes overseeing the origination and servicing of over $750 million in commercial leases and loans within the transportation and equipment sectors.

Throughout his career, Mr. Irwin has held key executive positions, demonstrating comprehensive management capabilities in the term lending and equipment leasing industry.

AsThe ofCompany's ~~March~~directors ~~13,~~serve ~~2024~~until ~~Mr.~~the ~~Brofman~~next ~~owned~~annual 0meeting ~~shares~~ of the Company's ~~common~~shareholders ~~stock,~~and oruntil 0%their successors have been duly elected and qualified. The Company's officers serve at the discretion of the Company's ~~outstanding~~directors. ~~shares~~The ~~and~~Company ~~owns~~does 0not ~~Preferred~~compensate ~~Series~~any Aperson ~~Convertible~~for ~~stock~~acting as a director.

~~Item~~Mr. 9Fera and Mr.01 Liao are an independent directors as that term is defined in section 803 of the listing standards of the NYSE AMEX. Mr. ~~Financial~~Fera ~~Statements~~and Mr. Liao are not "financial experts" as that term is defined in the regulations of the Securities and ~~Exhibits~~Exchange Commission.

~~(d)~~As ~~Exhibits:~~ of May 13, 2024 Mr. Liao owned 1,389,833 shares of the Company's common stock, or 3% of the Company's outstanding shares and owns 0 Preferred Series A Convertible stoc.

ExhibitNumber		Description
10.1		Share Purchase Agreement - Share for Share Exchange
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Item 4.01 Changes in Registrant’s Certifying Accountant.

~~Forward~~Effective ~~Looking~~May ~~Statements~~3, 2024, DLT Resolution Inc. (the “Company) dismissed BF Borgers CPA PC (“BF Borgers”) as its independent registered public accounting firm. On May 7, 2024, the Company engaged SRCO Professional Corporation Chartered Professional Accountants (“SRCO”) as BF Borgers’ replacement. The decision to change independent registered public accounting firms was made with the recommendation and approval of the Audit Committee of the Company.

~~This~~BF ~~Current~~Borgers’ ~~Report~~audit onreports Form 8-K contains forward looking statements and are indicated by words such as "shall", "will" and other similar words or phrases. Actual events or results may differ materially from those described herein. Such forward-looking statements are subject to a number of risks and uncertainties that could cause the actual results or performance of the Company to differ materially from those described herein, including, but not limited to, the impact of the economic environment on the Company'’s ~~customer~~consolidated ~~base~~financial ~~and~~statements ~~the~~as ~~resulting~~of ~~uncertainties; changes in technology~~ and ~~market requirements; decline in demand~~ for the ~~Company's~~fiscal ~~products;~~years ~~inability~~ended toDecember ~~timely~~31, ~~develop~~2023 and ~~introduce~~December ~~new software~~31, ~~services~~2022 ~~and~~did ~~applications;~~not ~~difficulties~~contain oran ~~delays~~adverse inopinion ~~absorbing~~or ~~and~~a ~~integrating~~disclaimer ~~acquired~~of ~~operations,~~opinion ~~technologies~~ and ~~personnel;~~were ~~loss~~not ofqualified ~~market~~or ~~share;~~modified ~~pressure~~as ~~on resulting from competition; and inability~~ to ~~maintain~~audit ~~certain~~scope ~~marketing~~or ~~and~~accounting ~~distribution arrangements~~principles.

5During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this report, there were no disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K, between the Company and BF Borgers on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to BF Borgers’ satisfaction, would have caused BF Borgers to make reference to such disagreements in its audit reports.

~~Signature~~During the fiscal years ended December 31, 2023 and 2022, and the subsequent interim period through the date of this report, there were no reportable events within the meaning of Item 304(sa)(1)(v) of Regulation S-K.

The U.S. Securities and Exchange Commission (the “SEC”) has advised that, in lieu of obtaining a letter from BF Borgers stating whether or not it agrees with the statements herein, the Company may indicate that BF Borgers is not currently permitted to appear or practice before the SEC for reasons described in the SEC’s Order Instituting Public Administrative and Cease-and-Desist Proceedings Pursuant to Section 8A of the ~~requirements~~Securities Act of 1933, Sections 4C and 21C of the Securities Exchange Act of 1934, and Rule 102(e) of the ~~Registrant~~Commission’s ~~has~~Rules ~~duly~~of ~~caused~~Practice, ~~this~~Making ~~Report~~Findings, toand beImposing ~~signed~~Remedial onSanctions ~~its~~and ~~behalf~~a byCease-and-Desist ~~the~~Order, ~~undersigned~~dated ~~hereunto~~May ~~duly~~3, ~~authorized~~2024.

	DLT Resolution Inc.
Date: March 11, 2024	By:	/s/ Drew Reid
	Name:	Drew Reid
	Title:	President and Chief Executive Officer

6Item 9.01 Financial Statements and Exhibits.

Exhibit Number		Description
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

Forward Looking Statements

This Current Report on Form 8-K contains forward looking statements and are indicated by words such as "shall", "will" and other similar words or phrases. Actual events or results may differ materially from those described herein. Such forward-looking statements are subject to a number of risks and uncertainties that could cause the actual results or performance of the Company to differ materially from those described herein, including, but not limited to, the impact of the economic environment on the Company's customer base and the resulting uncertainties; changes in technology and market requirements; decline in demand for the Company's products; inability to timely develop and introduce new software, services and applications; difficulties or delays in absorbing and integrating acquired operations, technologies and personnel; loss of market share; pressure on resulting from competition; and inability to maintain certain marketing and distribution arrangements.

Signature(s)

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: May 13, 2024	By:	/s/ Drew Reid
	Name:	Drew Reid
	Title:	President and Chief Executive Officer

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