UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE FISCAL YEAR ENDED DECEMBER 31, ~~2022~~2023

DLT RESOLUTION, INC

(FORMERLY HEMCARE HEALTH SERVICES, INC)

(Exact name of registrant as specified in its charter)

Commission File Number: 333-148546

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

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

(702) 796-6363

(Registrant’s telephone number, including area code)

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically on its corporate Web site, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation ST (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation SK (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☐	Smaller reporting company	☒
		Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of voting and nonvoting common equity held by nonaffiliates of the registrant as of June 30, 2021 was approximately $1523,~~441~~700,~~882~~000 (based on a closing sale price of $01.6168 per share as reported for the NASDAQ Global Select Market on June 30, ~~2020~~2021). For purposes of this calculation, shares of common stock held by officers, directors and their affiliated holders and shares of common stock held by persons who hold more than 10% of the outstanding common stock of the registrant have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

As of March 424, ~~2024~~2025, 2562,~~314~~211,~~561~~511 shares of the registrant’s Common Stock, $0.001 par value, were issued and ~~21,499,561 were~~ outstanding.

INDEX

DLT RESOLUTION, INC.

(FORMERLY HEMCARE HEALTH SERVICES, INC.)

		PAGE NO
PART I
ITEM 1	BUSINESS	35
ITEM 1A	RISK FACTORS	57
ITEM 1B	UNRESOLVED STAFF COMMENTS	57
ITEM 2	PROPERTIES	57
ITEM 3	LEGAL PROCEEDINGS	57
ITEM 4	MINE SAFETY DISCLOSURES	57
PART II
ITEM 5	MARKET FOR REGISTRANT’'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES	68
ITEM 6	SELECTED FINANCIAL DATA	79
ITEM 7	MANAGEMENT’'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	79
ITEM 7A	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	910
ITEM 8	FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA	910
ITEM 9	CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	910
ITEM 9A	CONTROLS AND PROCEDURES	910
ITEM 9B	OTHER INFORMATION	1112
PART III
ITEM 10	DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE	1214
ITEM 11	EXECUTIVE COMPENSATION	1315
ITEM 12	SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS	13
ITEM 13	CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	1416
ITEM 14	PRINCIPAL ACCOUNTANT FEES AND SERVICES	1416
PART IV
ITEM 15	EXHIBITS AND FINANCIAL STATEMENT SCHEDULES	1517
SIGNATURES		1618

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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~~2024. 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 Form 10-K and other documents filed by DLT Resolution Inc. with the SEC may also be obtained from DLT Resolution Inc. by directing a request to DLT Resolution Inc., Attention: Drew Reid. 5940 S. Rainbow Blvd, Ste 400-32132, Las Vegas, NV 89118 or tel. 1 (702) 796-6363

EXPLANATORY NOTE

DLT Resolution, Inc. (the “Company”) is restating its previously issued audited consolidated financial statements as of and for the year ended December 31, 2022, in the 2023 Annual Report on Form 10-K (the “Restatement”). The Restatement results from the identification of errors related to the accounting for revenue, expenses, assets and liabilities and reclassification of the presentation of certain operating costs and expenses of continuing operations and discontinued operations. The restatement also includes previously unrecorded adjustments, including out of period errors, being recorded in the correct accounting period. Impacts for periods prior to 2022 have been accumulated and presented as an adjustment to the beginning balance of retained earnings as of December 31, 2021.

The Company has assessed the materiality of these errors in accordance with the U.S. Securities and Exchange Commission Staff Accounting Bulletin No. 99 (“SAB”), Materiality and SAB No. 108, Quantifying Financial Statement Misstatements, and has concluded that the errors are material to the financial statements and therefore the consolidated financial statements as of and for the year ended December 31, 2022 should be restated.

For a more detailed description of the financial impact of the restatement, see Note 2 - Correction of Errors in Previously Reported 2022 Annual Financial Statements included in Part IV, Item 15 of this Annual Report on Form 10-K.

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	2022 (Restated)			2022 (Previously Reported)			Change
ASSETS
Current assets
Cash and cash equivalents	$	11,815		$	11,885		$	-
Accounts receivable		8,224			57,631			(49,407	)
Total current assets		20,109			69,516			(49,407	)
Assets from discontinued operations		563			116,352			(115,789	)
Intangible assets, net of accumulated amortization		-			139,848			(139,848	)
Total assets	$	20,672		$	325,716		$	(305,044	)

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	157,287		$	211,218		$	(53,931	)
Accounts payable, related party		-			15,000			(15,000	)
Interest payable, related party		-			56,210			(56,210	)
Related party payables		-			57,817			(57,817	)
Notes payables, related party		133,585			81,500			52,085
Notes payable		29,650			29,560			-
Liabilities from discontinued operations		764,782			746,365			18,417
Total current liabilities		1,085,214			1,197,670			(112,456	)

Notes payable, net of current portion		-			5,000			(5,000	)
Total liabilities		1,085,214			1,202,670			(117,456	)

Stockholders' deficit
Series A convertible preferred stock		-			-			-
Series B convertible preferred stock		64,000			64,000			-
Common stock		23,644			27,315			(3,671	)
Common stock subscribed		-			14,000			(14,000	)
Treasury stock, 3,815,000 shares at December 31, 2022 and 2021		-			(5,300	)		5,300
Additional paid in capital		6,944,569			6,946,198			(1,629	)
Other comprehensive income		588,885			555,810			33,075
Accumulated deficit		(8,685,640	)		(8,478,977	)		(206,663	)
Total stockholders’ deficit		(1,064,542	)		(876,954	)		(187,588	)

Total liabilities and stockholders' deficit	$	20,672		$	325,716		$	(305,044	)

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	Year Ended December 31, 2022 (Restated)			Year Ended December 31, 2022 (Previously Reported)			Change
Revenue	$	218,707		$	218,707		$	-
Cost of revenue and operating expenses
Cost of revenue		141,143			141,143			-
General and administrative		186,578			186,578			-
Depreciation and amortization		-			64,238			(64,238	)
Total operating expenses		327,721			391,959			(64,238	)
Loss from operations		(109,014	)		(173,252	)		(64,238	)

Other income (expense)
Foreign exchange gain		56			56			-
Interest expense		(11,193	)		(12,551	)		1,358
Total other expense		(11,137	)		(12,495	)		1,358

Net loss from continuing operations		(120,151	)		(185,747	)		65,596

Loss from discontinued operations		(212,697	)		(967,497	)		754,800

Net loss	$	(322,848	)	$	(1,153,244	)	$	820,396

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.

35 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 technicians making programming changes or deploying on site hardware.

Expansive Voice Portfolio - Traditional and Hosted IP. The Company’s feature-rich Hosted PBX platform eliminates the cost and complexity of owning and maintaining a traditional premise-based system.

Hosted PBX is an advanced, fully hosted, and managed service that is continually upgraded to support market leading business productivity features for all customers.

Employees

Currently there isare ~~one~~eight ~~employee~~employees of the Company. ~~and~~It’s ~~its~~ operations are carried out using employees and independent contractors. ~~Management~~The ~~works~~Chief atExecutive ~~the~~Officer’s ~~pleasure~~employment ofis ~~the~~subject ~~board and for the foreseeable future, additional work on its development efforts are~~ to bean ~~contracted~~employment ~~out~~agreement.

Research and Development Expenditures

During the year ended December 31, ~~2022~~2023, the Company ~~has~~did not ~~incurred~~incur ~~any~~ research and development expenses.

Business Strategy

DLT Resolution’s strategy for its legacy business is to provide secure data management to organizations large and small across Canada. Included with data management are telecom and other IT solutions to assist organizations with offloading burdensome back -office services and thus helping clients achieve operational efficiency.

Health Information Exchange

DLT Resolution owns RecordsBank.org, a Centralized System for Patients, Lawyers & Insurers to retrieve and access Medical Records. The centralized system and portal is a cloud-based PIPEDA & HIPAA compliant network of Providers and Record Requestors. Utilizing a secure platform, providers will be able to securely exchange records electronically with third-party requestors. Health care providers with proper authorization can also share records with each other. The system works on a fee per record basis with future plans of licensing medical data, stripped of identifiers for medical research.

46 Table of Contents

Reports to Security Holders

We file our quarterly and annual report with the Securities and Exchange Commission (SEC), which the public may view and copy at the Public Reference Room at 100 F Street, N.E. Washington D.C. 20549. SEC filings, including supplemental schedule and exhibits, can also be accessed free of charge through the SEC website www.sec.gov.

ITEM 1A RISK FACTORS

Not Applicable

ITEM 1B UNRESOLVED STAFF COMMENTS

None

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. Our GMT International business, which we acquired in 2024, uses a facility located at 4089 Route 309, Schnecksville, PA 18078.

ITEM 3 LEGAL PROCEEDINGS.

None

ITEM 4 MINE SAFETY DISCLOSURES.

None

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PART II

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~~2023 and ~~2021~~2022.

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~~From January 1, 2024 to the ~~year~~date ~~ended~~of ~~December~~this 31filing, ~~2022,~~ the Company ~~sold~~issued ~~388~~15,~~274~~673,000 shares of ~~restricted~~ Common ~~stock~~Stock to ~~third~~officers, ~~parties~~directors, 6,013,980 shares of Common Stock for the acquisition of businesses and ~~received~~sold ~~$184~~13,~~577~~714,052 innewly ~~proceeds~~issued shares of Common Stock to accredited investors for cash and services.

6Securities ~~Table~~issued ofin ~~Contents~~2023

~~Securities~~During ~~issued~~the year ended December 31, 2023, the Company sold 999,751 shares of restricted Common Stock to third parties and received $59,985 in ~~2021~~proceeds.

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~~Stock to third parties and received $184,577 in proceeds.

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ITEM 6 SELECTED FINANCIAL DATA.

Summary of Financial Data

	December 31,2022			December 31,2021
	December 31,2023			December 31,2022
Revenues	$	~~218~~142,~~707~~738		$	~~326~~218,~~944~~707
Operating Expenses	$	~~391~~223,~~959~~853		$	~~450~~327,~~015~~721
Loss	$	(1,153,244	)	$	(2,429,834	)
Income (Loss)	$	1,206,581		$	(332,848	)
Total Assets	$	~~325~~211,~~716~~386		$	120,~~358,657~~672
Liabilities	$	1263,~~202,670~~135		$	1,~~228~~085,~~181~~214
Stockholders’ (Deficit) Equity	$	(~~876~~51,~~954~~749	)	$	~~130~~(1,~~476~~064,542	)

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, 2023. 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, 2023.

~~The~~9 ~~following~~Table ~~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.Contents

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 statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans in regards to this matter include raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources.

Principals of Consolidation

The consolidated financial statements represent the results of DLT Resolution, Inc. and its wholly owned subsidiaries, DLT Resolution Corp. and DLT Data Services, Inc. and Union Strategies, Inc. (“USI”), which are discontinued operations. All intercompany transactions and balances have been eliminated.

Plan of Operations

Liquidity and Capital Resources. As of December 31, ~~2022~~2023, we had $~~11,885~~650 of cash on hand and total liabilities of $1263,~~202,670~~135. We must secure additional funds in order to continue our business. We were required to ~~secure~~sell ashares ~~loan~~of our Series A Common Stock to pay expenses relating to filing this report including legal, accounting and filing fees and will be required to secure additional financing to fund future filings. Furthermore, there is no guarantee we will receive the required financing to complete our business strategies; we cannot provide any assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then it would be likely that any investment made into the Company would be lost in its entirety.

Results of Operations. Total revenues were $~~218~~142,~~707~~738 and $~~326~~218,~~944~~707 in ~~2022~~2023 and ~~2021~~2022, respectively, with the decrease attributable to a ~~decrease~~loss inof ~~the~~customers ~~number~~due to a lack of ~~customers~~liquidity that impaired operations. Total operating expenses were $~~391~~223,~~959~~853 for the year ended December 31, ~~2022~~2023, compared to $~~450~~327,~~015~~721 during the year ended December 31, ~~2021~~2022. The decrease in operating expenses relates to acost ~~reduction~~reductions implemented in ~~headcount~~connection ~~and~~with ~~volume~~our ofreduced business volume.

Other Expense: Other Expense totaled ($12156,~~495~~949) ~~during~~for the year ended December 31, ~~2022~~2023, compared to Other Expense of ($211,~~378~~137) during the year ended December 31, ~~202~~2022. ~~Other~~In ~~Expense~~2023, ~~consists~~we ~~primarily~~realized a ($162,665) loss from the sales of ~~interest~~our ~~expense~~subsidiaries DLT Data Services Ltd. and Union Strategies Inc. in March 2023.

Net (Loss) from ~~Discontinued~~Continuing Operations: InFor ~~2022,~~the weyears ~~suspended~~ended ~~operations~~December of31, ~~USI~~2023 and ~~DLT~~2022, ~~Data and in 2023~~ we ~~sold~~incurred ~~our~~losses ~~100% ownership of those discontinued subsidiaries. Loss~~ from ~~discontinued~~continuing operations ~~was~~of ($~~967~~238,~~497~~060) ~~for~~and ~~the year ended December 31, 2021 compared to~~( $2120,~~304,385~~151) ~~for the year ended December 31~~, ~~2021~~respectively. ~~The decrease in loss is attributed to write-downs of USI and DLT Data intangible assets and its receivables in 2021.~~

Net Income (Loss) from Discontinued Operations: For the year ended December 31, 2023, we generated $1,444,645 of net income from discontinued operations. For the year ended December 31, 2022, we incurred a ($212,697) loss from discontinued operations.

Net Income (Loss): We generated $1,206,585 of Net Income for the year ended December 31, 2023, compared to ($332,848) of Net Loss for the year ended December 31, 2022. The Net Income in 2023 was primarily the result of net income from discontinued operations in the amount of $1,444,645 compared to a ($212,697) loss from discontinued operations for the year ended December 31, 2022.

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

Contractual Obligations. None

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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.

ITEM 8 FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

Our financial statements appear beginning on page F-1, immediately following the signature page of this report.

ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

Since the appointment of ~~BFBorgers~~SRCO ~~CPA,~~Professional PCCorporation as our independent registered accounting firm through present, which included the audit of our financial statements for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, there were (i) no disagreements between the Company and ~~BFBorgers~~SRCO ~~CPA,~~Professional PCCorporation 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~~SRCO ~~CPA,~~Professional PCCorporation, would have caused ~~BFBorgers~~SRCO ~~CPA,~~Professional PCCorporation 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~~2023 and ~~2021~~2022, and in the subsequent interim period through to present, the Company has not consulted with ~~BFBorgers~~SRCO ~~CPA,~~Professional PCCorporation 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~~SRCO &Professional ~~Company~~Corporation 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 unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this press release. Additional information respecting the factors that could materially affect the Company and its operations are contained in its annual report on Form 10-K, Form 10-Q’s, 8-K’s and other periodic reporting as filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement. 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.

~~ITEM~~11 9ATable ~~CONTROLS~~of ~~AND PROCEDURES.~~Contents

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.

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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. Additionally, the Company’s management will increase its review of our disclosure controls and procedures. Finally, we plan to designate individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

Management’s Annual Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2023. In assessing the effectiveness of our internal control over financial reporting as of December 31, 2023, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework). Based on its assessment, management concluded that our internal control over financial reporting as of December 31, 2023 was not effective in the specific areas described in the “Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.

~~Our~~12 ~~management~~Table is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis.Contents

~~Because~~As of ~~its~~December ~~inherent limitations~~31, ~~internal~~2023 ~~control~~the ~~over~~Principal ~~financial~~Executive ~~reporting~~Officer/Principal ~~may~~Financial ~~not~~Officer ~~prevent~~identified ~~or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to~~ the ~~risk~~following ~~that~~specific ~~controls~~material ~~may~~weaknesses ~~become inadequate because changes~~ in ~~conditions may occur or~~ the ~~degree~~Company’s ofinternal ~~compliance~~controls ~~with~~over ~~the~~its ~~policies~~financial orreporting ~~procedures may deteriorate.~~processes:

~~Management~~· ~~assessed~~Policies and Procedures for the ~~effectiveness~~Financial ofClose ~~our~~and ~~internal~~Reporting ~~control~~Process ~~over~~— Currently there are no policies or procedures that clearly define the roles in the financial close and reporting asprocess. ofThe ~~December~~various 31roles and responsibilities related to this process should be defined, ~~2022~~documented, updated and communicated. InFailure ~~assessing~~to ~~the~~have ~~effectiveness~~such ofpolicies ~~our~~and procedures in place amounts to a material weakness to the Company’s internal ~~control~~controls over its financial reporting asprocesses. of· Representative with Financial Expertise — For the year ended December 31, ~~2022~~2023, ~~our~~the ~~management~~Company ~~used~~did not have a representative with the ~~criteria~~requisite ~~set~~knowledge ~~forth~~and byexpertise to review the ~~Committee~~financial ofstatements ~~Sponsoring~~and ~~Organizations~~disclosures ofat a sufficient level to monitor the ~~Treadway~~financial ~~Commission~~statements ~~(2013~~and ~~framework)~~disclosures of the Company. ~~Based~~Failure onto have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes. · Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, ~~management~~and ~~concluded~~there were no procedures in place or built into the system to ensure that ~~our~~all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal ~~control~~controls over its financial reporting asprocesses. · Segregation of ~~December~~Duties ~~31,~~— ~~2022~~Management ~~was~~has ~~not~~identified ~~effective~~a insignificant general lack of definition and segregation of duties throughout the ~~specific~~financial ~~areas~~reporting ~~described~~processes. inDue to the ~~“Disclosure~~pervasive ~~Controls~~nature ~~and~~of ~~Procedures”~~this ~~section~~issue, ~~above~~the lack of adequate definition and assegregation ~~specifically~~of ~~described~~duties inamounts to a material weakness to the ~~paragraphs~~Company’s ~~below~~internal controls over its financial reporting processes.

10 Table of Contents

As of December 31, 2022 the Principal Executive Officer/Principal Financial Officer identified the following specific material weaknesses in the Company’s internal controls over its financial reporting processes:

· Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes. · Representative with Financial Expertise — For the year ending December 31, 2022, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes. · Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes. · Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes.

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

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

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.

This report shall not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during our fiscal year ended December 31, ~~2022~~2023 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

ITEM 9B OTHER INFORMATION.

None.

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PART III ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. The Company’s executive officers and directors and their respective age as of December 31, 2023 are as follows: Director:

ITEM 10 DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Name of Director		Age
Drew Reid		57

~~The~~Executive ~~Company’s executive officer and director and his respective is as follows~~Officer:

Director:

Name of Officer		Age		Office
Drew Reid		57		President, CEO and CFO

Name of Director	Age
Drew Reid		61
Executive Officer:
Name of Officer	Age		Office
Drew Reid		61	President, CEO and CFO

The term of office for each director is one year, or until the next annual meeting of the shareholders.

Biographical Information

Set forth below is a brief description of the background and business experience of our officers and director for the past year.

Drew Reid

Mr. ~~Ried,~~Reid ~~56,~~has ~~was~~a ~~the~~35-year ~~Chief~~tenure ~~Executive~~in ~~Officer~~the ~~and~~finance aindustry, ~~Director~~encompassing ofprivate ~~Ciscom~~equity, ~~Corp~~mergers ~~since~~and ~~June~~acquisitions, ~~2020~~publicly traded and ~~was~~privately-owned ~~appointed~~entities. ~~Executive~~His ~~Chairman~~experience spans roles in ~~September~~commodities ~~2021~~trade ~~where~~desks, hebond, ~~served~~equities, ~~until~~and ~~departing~~currency intrading ~~November~~with ~~2023.~~reputable ~~Ciscom~~institutions, isincluding anBank ~~information~~of ~~technology~~Tokyo ~~services~~from ~~company~~1990 ~~that~~to is1992, ~~listed~~CIBC onfrom ~~the~~1988 ~~Toronto~~to ~~Stock~~1990, ~~Exchange~~and Burns Fry from 1987 to 1988. Throughout his career, Mr. Reid ~~remains~~has played a ~~Vice~~role ~~President~~in cultivating profitable ventures, rejuvenating struggling companies, guiding businesses to the public market, and ~~Director~~effectively managing diverse aspects of ~~Market~~businesses. ~~Focus~~His ~~Direct~~expertise ~~Inc~~extends across areas such as vision, strategy, partnerships, customer relations, regulatory compliance, government engagement, and technology innovation. Presently, aMr. ~~Canadian~~Reid ~~based~~also ~~subsidiary~~serves as the Executive Chairman of Ciscom ~~that~~Corp, isa ~~focused~~Canadian onStock ~~data~~Exchange ~~driven~~listed ~~direct marketing~~enterprise.

Significant Employees

Drew Reid is an officer and Director of the Company.

1214 Table of Contents

Corporate Governance

Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have one director who is ~~Drew~~John ~~Reid~~Wilkes.

Audit Committee. We have not established an Audit Committee because of our limited operations; and because we have only one director.

Code of Ethics. We have not adopted a Code of Ethics.

ITEM 11 EXECUTIVE COMPENSATION. Summary Compensation Table

Summary Compensation Table

Name and principal position	Fiscal Year	Salary		Bonus		Other annual compensation		Restricted stock award(s)		Securities underlying options/ SARs		LTIP payouts		All other compensation
Drew Reid	2023		0		0		0		0		0		0		0
Director	2022		0		0		0		0		0		0		0

John Wilkes	2023		0		0		0		0		0		0		0
Director	2022		0		0		0		0		0		0		0

Name and principal position	FiscalYear	Salary		Bonus		Other annual compensation		Restricted stockaward(s)		Securities underlyingoptions/ SARs		LTIPpayouts		All othercompensation
John Wilkes Former Director	2022		0		0		0		0		0		0		0
John Wilkes Former Director	2021		0		0		0		0		0		0		0

There has been no cash payment outside of the amounts paid to the individuals above for services rendered in all capacities to us for the years ended December 31, 2023 and 2022. Minimal cash compensation is anticipated within the next six months to any officer or director of the Company. In 2024 to date, we issued a total of 9,000,000 shares of our Common Stock to Drew Reid.

There has been no cash payment outside of the amounts above paid to the individuals above for services rendered in all capacities to us for the year ended December 31, 2021 and 2020. Minimal compensation is anticipated within the next six months to any officer or director of the Company.

Stock Option Grants

We did not grant any stock options to the executive officer during the ~~year~~years ended December 31, ~~2022~~2023 and ~~2021~~2022.

ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table provides the names and addresses of each person known to the Company to own more than 5% of the outstanding common stock as of December 31, ~~2022~~2023 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

Beneficial Owner	Number ofShares Owned		PercentOwnership
Mind Tech Group		5,000,000		23	%
Drew Reid		10,000,000		20	%
John Wilkes		4,003,000		19	%
Gilles Trahan		5,666,667		11	%
Total		9,003,000		42	%
Mind TEC Group Ltd		3,955,000		8	%
Abdul Matin Moosa		4,009,320		8	%
Total		23,624,667		47	%

1315 Table of Contents

ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

During the year ended December 31, ~~2022~~2023, there were no other material transactions between the Company and any Officer, Director or related party that has not been disclosed in ~~footnote~~the 6footnotes to the financial statements. Additionally, there are no Officers, Directors or other related parties that since the date of incorporation had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

-The Officers and Directors;

-Any person proposed as a nominee for election as a director;

-Any other person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;

-Any relative or spouse of any of the foregoing persons who have the same house as such person.

Any future transactions between us and our Officers, Directors, and Affiliates will be on terms no less favorable to us than can be obtained from unaffiliated third parties. Such transactions with such persons will be subject to approval of our Board of Directors.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES.

~~During~~For the years ended December 31, ~~2022~~2023 and ~~2021~~2022, the Company incurred auditing expenses of approximately $5060,000 and $4060,000. There were no other audit related services or tax fees incurred.

1416 Table of Contents

PART IV ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

ITEM 15 EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)	The following documents have been filed as a part of this Annual Report on Form 10-K.

1.	Consolidated Financial Statements

(a) The following documents have been filed as a part of this Annual Report on Form 10-K.

		Page
Report of Independent Registered Public Accounting Firm – 2023 and 2022		F-3
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations and Comprehensive Income (Loss)		F-5
Consolidated Statement of Stockholders' Deficiency		F-6
Consolidated Statements of Cash Flows		F-7
Notes to Consolidated Financial Statements		F-8 - F-20

1. Consolidated Financial Statements

		Page
Report of Independent Registered Public Accounting Firm		F-3
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations		F-5
Consolidated Statement of Stockholders’ Deficit		F-7
Consolidated Statements of Cash Flows		F-8
Notes to Consolidated Financial Statements		F-9 - F-17

2.	Financial Statement Schedules.

All schedules are omitted because they are not applicable or not required or because the required information is included in the Financial Statements or the Notes thereto.

Exhibits.

The following exhibits are filed as part of, or incorporated by reference into, this Annual Report:

EXHIBIT NUMBER		DESCRIPTION

3.1		Articles of Incorporation (Incorporated by reference to the Registration Statement on Form SB-2, previously filed with the SEC on January 9, 2008)

3.2		Incorporated by reference to the Registration Statement on Form SB-2, previously filed with the SEC on January 9, 2008)

31.1*		Certification Pursuant to Rule 13a-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101		Interactive data files pursuant to Rule 405 of Regulation S-T.

*Filed herewith

1517 Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

/s/ Drew Reid		/s/ Drew Reid
Drew Reid		Drew Reid
President and Chief Executive Officer		Chief Financial Officer, Secretary and Treasurer
(Principal Executive Officer)		(Principal Financial Officer)
March 4, 2024		March 4, 2024
March 25, 2025		March 25, 2025

16/s/ ~~Table~~Lino ofFera ~~Contents~~Lino Fera Director March 25, 2025 /s/ Shaun Power Shaun Power Director March 25, 2025 /s/ Tony Liao Tony Liao Director March 25, 2025 /s/ Charles Brofman Charles Brofman Director March 25, 2025

Table of Contents

DLT RESOLUTION INC.

Consolidated Financial Statements

December 31, ~~2022~~2023 and ~~2021~~2022

F-1

Table of Contents

DLT RESOLUTION INC.

Consolidated Financial Statements

December 31, ~~2022~~2023 and ~~2021~~2022

CONTENTS

		Page(s)
Report of Independent Registered Accounting Firm (PCAOB ID #5041)		F-3
Report of Independent Registered Accounting Firm (PCAOB ID #5828)		F-3
Consolidated Balance Sheets		F-4
Consolidated Statements of Operations		F-5
Consolidated Statements of Operations and Comprehensive Income (Loss)		F-5
Consolidated Statement of Changes in Stockholders’ Deficit		F-7
Consolidated Statements of Stockholders’ Deficiency		F-6
Consolidated Statements of Cash Flows		F-87
Notes to the Consolidated Financial Statements		F-98 - F-1720

F-2

Table of Contents

~~Report~~SRCO ofProfessional ~~Independent~~CorporationChartered ~~Registered~~Professional Accountants Licensed Public ~~Accounting~~Accountants ~~Firm~~Park Place Corporate Centre 15 Wertheim Court, Suite 409 Richmond Hill, ON L4B 3H7, Canada Tel: 905 882 9500 & 416 671 7292Fax: 905 882 9580Email: info@srco.cawww.srco.ca

ToREPORT ~~the~~OF ~~shareholders~~INDEPENDENT ~~and~~REGISTERED ~~the~~PUBLIC ~~board~~ACCOUNTING ~~of directors of DLT Resolution, Inc.~~FIRM

~~Opinion~~To on the ~~Financial~~Board ~~Statements~~of Directors and Stockholders of DLT Resolution, Inc.

WeOpinion ~~have~~on ~~audited~~ the ~~accompanying~~Consolidated ~~consolidated~~Financial balance sheets of DLT Resolution, Inc. as of December 31, 2022 and 2021, the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.Statements

~~Substantial~~We ~~Doubt~~have ~~about~~audited the accompanying consolidated balance sheets of DLT Resolution, Inc. and its subsidiaries (collectively referred to as the “Company”) as of December 31, 2023 and 2022, and the related consolidated statements of operations and comprehensive income (loss), changes in stockholders’s ~~Ability~~deficiency, and cash flows for each of the years in the two-year period ended December 31, 2023, and the related notes (collectively referred to ~~Continue~~as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as aof ~~Going~~December 31, ~~Concern~~2023 and 2022, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America.

~~The~~Restatement ~~accompanying~~of ~~financial~~2022 ~~statements~~Consolidated ~~have~~Financial been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Statements

As discussed in Note 2 to the consolidated financial statements, the 2022 consolidated financial statements have been restated to correct misstatements.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has incurred recurring losses from operations, has negative cash flows from operating activities, working capital deficiency and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our ~~audit~~audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our ~~audit~~audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our ~~audit~~audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our ~~audit~~audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our ~~audit~~audits ~~provides~~provide a reasonable basis for our opinion.

/s/ SRCO BFProfessional ~~Borgers CPA PC~~Corporation

BFWe ~~Borgers~~have ~~CPA~~served PCas the Company’s auditor since 2024Richmond Hill, Ontario, CanadaMarch 25, 2025 CHARTERED PROFESSIONAL ACCOUNTANTSAuthorized to practice public accounting by theChartered Professional Accountants of Ontario

We have served as the Company’s auditor since 2019

Lakewood, CO

March 4, 2024

F-3

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DLT RESOLUTION, INC
Consolidated Balance SheetsAs of December 31
	2022			2021
ASSETS
Current assets
Cash and cash equivalents	$	11,885		$	29,783
Accounts receivable		57,631			49,129
Total current assets		69,516			78,912
Assets from discontinued operations		116,352			1,066,003
Intangible assets, net of accumulated amortization		139,848			213,742
Total assets	$	325,716		$	1,358,657
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities
Accounts payable and accrued liabilities	$	211,218		$	207,588
Accounts payable, related party		15,000			15,000
Interest payable, related party		56,210			47,067
Related party payables		57,817			60,017
Notes payables, related party		81,500			81,500
Notes payable, current portion		29,560			31,306
Liabilities from discontinued operations		746,365			780,703
Total current liabilities		1,197,670			1,223,181
Notes payable, net of current portion		5,000			5,000
Total liabilities		1,202,670			1,228,181
Stockholders’ (deficit) equity
Series A convertible preferred stock, $1.00 par value; 5,000,000 shares authorized; 0 issued and outstanding at December 31, 2022 and December 31, 2021		-			-
Series B convertible preferred stock, $1.00 par value; 500,000 shares authorized; 64,000 issued and outstanding at December 31, 2022 and December 31, 2021		64,000			64,000
Common stock, $0.001 par value; 275,000,000 shares authorized; 27,314,561 issued; 23,499,561 outstanding at December 31, 2022 and 26,926,287 issued; 23,111,287 outstanding at December 31, 2021		27,315			26,926
Common stock subscribed		14,000			14,000
Additional paid in capital		6,946,198			6,762,010
Other comprehensive income		555,810			(182,345	)
Treasury stock, 3,815,000 shares at December 31, 2022 and 2021		(5,300	)		(5,300	)
Accumulated deficit		(8,478,977	)		(6,548,815	)
Total stockholders’ (deficit) equity		(876,954	)		130,476
Total liabilities and stockholders’ (deficit) equity	$	325,716		$	1,358,657
See accompanying notes to consolidated financial statements.

DLT RESOLUTION, INC

Consolidated Balance Sheets

As of December 31

	2023			2022 (Restated) (Note 2)
ASSETS
Current assets
Cash	$	650		$	11,885
Accounts receivable		5,379			8,224
Other receivable		205,357			-
Total current assets		211,386			20,109
Assets from discontinued operations		-			563
Total assets	$	211,386		$	20,672

LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities	$	177,421		$	157,287
Notes payables, related party		55,416			133,585
Notes payable		30,298			29,560
Liabilities from discontinued operations		-			764,782
Total current liabilities		263,135			1,085,214

Total liabilities		263,135			1,085,214

Stockholders' Deficiency
Series A convertible preferred stock, $1.00 par value; 5,000,000 shares authorized; Nil issued and outstanding at December 31, 2023 and December 31, 2022		-			-
Series B convertible preferred stock, $1.00 par value; 500,000 shares authorized; Nil and 64,000 outstanding at December 31, 2023 and December 31, 2022		-			64,000
Common stock, $0.001 par value; 275,000,000 shares authorized; 26,810,479 outstanding at December 31, 2023 and 23,644,061 outstanding at December 31, 2022		26,810			23,644
Common stock subscribed		325,122			-
Additional paid in capital		7,065,388			6,944,569
Accumulated other comprehensive income		9,990			588,885
Accumulated deficit		(7,479,059	)		(8,685,640	)
Total stockholders’ deficiency		(51,749	)		(1,064,542	)

Total liabilities and stockholders' deficiency	$	211,386		$	20,672

See accompanying notes to consolidated financial statements.

F-4

Table of Contents

DLT RESOLUTION, INC.
Consolidated Statements of Operations
	Year ended December 31,
	2022			2021
Revenue	$	218,707		$	326,944
Cost of revenue and operating expenses
Cost of revenue		141,143			150,822
General and administrative		93,038			102,572
Depreciation and amortization		64,238			61,264
Professional fees		93,540			135,357
Total operating expenses		391,959			450,015
Loss from operations		(173,252	)		(123,071	)
Other income (expense)
Foreign exchange gain/(loss)		56			(284	)
Loss on investment		-			-
Interest expense		(12,551	)		(2,094	)
Total other expense		(12,495	)		(2,378	)
Net loss from continuing operations	$	(185,747	)	$	(125,449	)
Loss from discontinued operations	$	(967,497	)	$	(2,303,777	)
Net loss	$	(1,153,244	)	$	(2,429,226	)
Loss per common share, basic and diluted	$	(0.04	)	$	(0.09	)
Weighted average basic shares outstanding		27,169,612			26,544,419
Weighted average diluted shares outstanding		27,169,612			26,544,419
See accompanying notes to consolidated financial statements.

DLT RESOLUTION, INC.

Consolidated Statements of Operations and Comprehensive Income (Loss)

	Year ended December 31,
	2023			2022 (Restated) (Note 2)
Revenue	$	142,738		$	218,707
Cost of revenue and operating expenses
Cost of revenue		94,342			141,143
Gross profit		48,396			77,564

General and administrative		129,511			186,578
Total operating expenses		129,511			186,578

Loss from operations		(81,115	)		(109,014	)

Other income (expense)
Foreign exchange gain		13,820			56
Other expense		(162,665	)		-
Interest expense		(8,104	)		(11,193	)
Total other expense		(156,949	)		(11,137	)

Net loss from continuing operations	$	(238,064	)	$	(120,151	)

Net income (loss) from discontinued operations (including gain on disposal of subsidiaries of $1,444,645 (2022 - $Nil)	$	1,444,645		$	(212,697	)

Net income (loss)	$	1,206,581		$	(332,848	)

Other comprehensive income
Foreign translation adjustment		23,127			80,232
Net income (loss) and comprehensive income (loss)	$	1,229,708			(252,616	)

Loss from continuing operations per share, basic and diluted	$	(0.010	)	$	(0.004	)
Earnings (loss) from discontinued operations per share		0.061			(0.008	)
Weighted average basic shares outstanding		23,711,639			27,169,612
Weighted average diluted shares outstanding		23,711,639			27,169,612

See accompanying notes to consolidated financial statements.

F-5

Table of Contents

DLT RESOLUTION, INC.
Consolidated Statements of Comprehensive (Loss) Income
	Year ended December 31,
	2022			2021
Net loss	$	(1,153,244	)	$	(2,429,226	)
Other comprehensive income
Gain on valuation adjustment to other long-term liabilities		-			1,022,240
Foreign currency translation adjustment		738,155			(408,245	)
Total other comprehensive income		738,155			(1,430,485	)
Comprehensive (loss) income	$	(415,089	)	$	(998,741	)
See accompanying notes to consolidated financial statements.

F-6 Table of Contents

DLT RESOLUTION, INC

~~Condensed~~ Consolidated Statements of ~~Changes in~~ Stockholders’ ~~Deficit~~Deficiency

Year Ended December 31, 2022
Year Ended December 31, 2023
	Series B Preferred Stock						Common Stock				CommonStock			AdditionalPaid-in		~~Treasury~~Accumulated OtherComprehensive			~~OtherComprehensive~~Accumulated			~~Accumulated~~			~~Non-Controlling~~
	Shares			Amount			Shares		Amount		Subscribed			Capital		~~Stock~~income			~~income~~Deficit			~~Deficit~~Total			~~Interest~~		~~Total~~
Balance, December 31, 2021		64,000		$	64,000			26,926,287	$	26,926	$	14,000		$	6,762,010	$	(5,300	)	$	(182,345	)	$	(6,548,815	)		-	$	130,476
Balance, December 31, 2022 (Restated) (Note 2)		64,000		$	64,000			23,644,061	$	23,644	$	-		$	6,944,569	$	588,885		$	(8,685,640	)	$	(1,064,542	)
		-			-																					-		-
Conversion of Series B Preferred into Common Stock		(64,000	)		(64,000	)		2,166,667		2,166		-			61,834		-			-			-
Issuance of common stock for acquisitions		-			-			388,274		389		-			184,188		-			-			-			-		184,577
Sale of common stock subscriptions		-			-			-		-		385,107			-		-			-			385,107
Foreign currency translation adjustment		-			-			-		-		-			-		-			738,155			-			-		738,155
Issuance of Common Stock for cash proceeds		-			-			999,751		1,000		(59,985	)		58,985		-			-			-
Loss on investment in Union Strategies, Inc.		-			-			-		-		-			-		-						(776,918	)		-		(776,918	)
Sales of DLT Data Services Inc. and Union Strategies Inc.		-			-			-		-		-			-		(602,022	)		-			(602,022	)
Net loss		-			-			-		-		-			-					-			(1,153,244	)		-		(1,153,244	)
Foreign translation adjustment		-			-			-		-		-			-		23,127			-			23,127
Balance, December 31, 2022		64,000		$	64,000			27,314,561	$	27,315	$	14,000		$	6,946,198	$	(5,300	)	$	555,810		$	(8,478,977	)		-	$	(876,954	)
Net income		-			-			-		-		-			-		-			1,206,581			1,206,581
Year Ended December 31, 2021
Balance, December 31, 2023		-			-			26,810,479	$	26,810	$	325,122		$	7,065,388	$	9,990		$	(7,479,059	)	$	(51,749	)
Balance, December 31, 2020		64,000		$	64,000			25,926,287	$	25,926	$	14,000		$	4,913,010	$	(5,300	)	$	816,396		$	(5,139,159	)		-	$	688,873
Year Ended December 31, 2022
Issuance of common stock for cash proceeds								31,250		315		-			24,969		-			-			-			-		25,000
Balance, December 31, 2021 (Restated) (Note 2)		64,000		$	64,000			23,255,787	$	23,256	$	-		$	6,760,380	$	508,653		$	(8,352,792	)	$	(996,503	)
Issuance of common stock for acquisitions		-			-			1,000,000		1,000		-			1,849,000		-			-			-			-		1,850,000
Issuance of common stock for cash proceeds		-			-			388,274		388		-			184,189		-			-			184,577
Sale of common stock subscription												14,000																14,000
Foreign translation adjustment (Restated) (Note 2)		-			-			-		-		-			-		80,232						80,232
Foreign currency translation adjustment		-			-			-		-		-			-		-			(378,742	)		-			-		(378,742	)
Net loss (Restated) (Note 2)		-			-			-		-		-			-		-			(332,848	)		(332,848	)
Gain on adjusted value of other long-term liability		-			-			-		-		-			-		-			360,024			-			-		360,024
Balance, December 31, 2022 (Restated) (Note 2)		64,000		$	64,000			23,644,061	$	23,644	$	-		$	6,944,569	$	588,885		$	(8,685,640	)	$	(1,064,542	)
Net loss		-			-			-		-		-			-		-			-			(503,929	)				(503,929	)
Balance December 31, 2021		64,000		$	64,000			26,926,287	$	26,926	$	14,000		$	6,762,010	$	(5,300	)	$	(182,345	)	$	(6,548,815	)		-	$	130,476

See accompanying notes to consolidated financial statements.

F-6

Table of Contents

DLT RESOLUTION, INC

Consolidated Statements of Cash Flows

	December 31,
	2023			2022 (Restated) (Note 2)
Cash flows from operating activities
Net loss from continuing operations	$	1,206,581		$	(332,848	)
Net (income) loss from discontinued operations		(1,444,645	)		212,697
Other non-cash expenses		162,665			-
Changes in operating assets and liabilities
Accounts receivable		10,681			39,424
Accounts payable and accrued liabilities		(35,359	)		31,154
Net cash used in operating activities		(100,077	)		(49,573	)
Net cash used in discontinued operating activities		-			(113,080	)

Cash flows from investing activities		-			-

Cash flows from financing activities
Proceeds from (repayments of) notes payable, net		(79,102	)		-
Proceeds from sale of common stock		179,750			184,577
Net cash provided by financing activities		100,648			184,577

Effect of foreign exchange		(11,806	)		(39,822	)
Cash at beginning of year		11,885			29,783
Cash at end of year	$	650		$	11,885

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

See accompanying notes to consolidated financial statements.

F-7

Table of Contents

DLT RESOLUTION, INC
Consolidated Statements of Cash Flows
	December 31,
	2022			2021
Cash flows from operating activities
Net loss from continuing operations	$	(185,747	)	$	(125,449	)
Adjustments to reconcile net loss to net cash used in operating activities
Bad debt expense		34,499			-
Depreciation and amortization expense		64,238			61,264
Changes in operating assets and liabilities
Accounts receivable		(53,522	)		(69,469	)
Interest payable, related party		9,143			5,502	)
Accounts payable and accrued liabilities		22,710			25,857
Accounts payable, related party		(90,915	)		129,431
Net cash used in operating activities		(199,594	)		27,136
Cash flows from investing activities		-			-
Cash flows from financing activities
Proceeds from sale of common stock		184,577			-
Net cash provided by financing activities		184,577			-
Net change in cash from continuing operations		(15,017	)		27,136
Effect of exchange rate on cash		(2,881	)		(1,910	)
Cash and cash equivalents at beginning of year		29,783			4,557
Cash and cash equivalents at end of year	$	11,885		$	29,783
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash investing and financing activities
Common shares issued for acquisition of Union Strategies, Inc.	$	-		$	1,850,000
See accompanying notes to consolidated financial statements.

F-8 Table of Contents

DLT RESOLUTION INC.

(FORMERLY HEMCARE HEALTH SERVICES INC.)

Notes to Consolidated Financial Statements

December 31, ~~2021~~2023 and ~~2020~~2022

Note 1 - Organization and Significant Accounting Policies

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

DLT Resolution Inc. (“DLT, the “Company”, “we” and “our”) operates in three high-tech industry ~~segments:~~including ~~Blockchain~~telecommunications ~~Applications; Telecommunications;~~ and ~~Data~~data ~~Services~~services which includes Image Capture, Data Collection, Data Phone Center Services, and Payment Processing. The Company offers secure data management, Information Technology (IT) and other telecommunications services in Canada and the United States. The Company operates a Health Information Exchange providing the ability to request and retrieve medical information and records while meeting all of today’s Security & Compliance demands for HIPAA, PIPEDA and PHIPA.

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. 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 for one year after the date these financial statements are issued. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans in ~~regards~~regard to this matter include raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources. There can be no assurance that additional financing will be available when needed or on acceptable terms. If the Company is not able to secure adequate additional funding, the Company may be forced to make reductions in spending, extend payment terms with suppliers, and/or suspend or curtail commercialization activities. Any of these actions could materially harm the Company’s business, results of operations, financial condition and future prospects.

Estimates

The preparation of the consolidated 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 consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash

~~For the Statements of~~ Cash ~~Flows,~~includes ~~all~~deposits ~~highly~~in ~~liquid investments with maturity of three months or less are considered to be cash equivalents~~bank.

Income taxes

Income taxes are provided for using the liability method of accounting in accordance with FASB ASC Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment.

At December 31, ~~2022~~2023 and ~~2021~~2022, there were no uncertain tax positions that require accrual.

F-98 Table of Contents

Accounts Receivable

Accounts receivable balances are established for amounts owed to the Company from its customers from the sales of services and products. The Company closely monitors the collectability of outstanding accounts receivable and provide an allowance for doubtful accounts based on estimated collections of outstanding amounts.

Revenue Recognition

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

Property and equipment

Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated results of operations.

Intangible Assets

Intangible assets consist of developed technology, customer relationships, the Company’s website, non-compete agreements and domain names. The Company amortizes, to cost of revenue and operating expenses, these definite-lived intangible assets on a straight-line basis over the life of the assets which range from five to seven years.

Impairment of Long-Lived Assets and Goodwill

The carrying value of long-lived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis.

The Company tests goodwill for impairment annually as of December 31, or whenever events or changes in circumstances indicate that goodwill may be impaired. The Company initially assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company compares the reporting unit’s carrying amount to its fair value. If the reporting unit’s carrying amount exceeds its fair value, an impairment charge is recorded based on that difference.

~~There~~F-9 ~~was~~Table ~~no impairment~~ of ~~long-lived assets or goodwill during the periods presented.~~Contents

~~F-10~~Earnings (Loss) ~~Table~~Per ofShare ~~Contents~~

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

The Company complies with FASB ASC Topic 718 Compensation—Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that is based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements.

Net Income (Loss) Per Share

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

As of December 31, 2022 and 2021, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding that converts into 12,800 shares of the Company’s Common Stock.

Principals of Consolidation

The consolidated financial statements represent the results of DLT Resolution, Inc. and its subsidiary, DLT Resolution Corp., as continuing operations and Union Strategies, Inc. and DLT Data Services, its subsidiaries as discontinued operations. All intercompany transactions and balances have been eliminated.

Foreign Currency Translation

The functional currency of the Company’s subsidiaries in Canada is the Canadian Dollar. The subsidiaries’ assets and liabilities have been translated to U.S. dollars using exchange rates of 0.~~738989~~757461 and 0.~~782656~~738989 in effect at the balance sheet dates of December 31, ~~2022~~2023 and December 31, ~~2021~~2022, respectively. Statements of operations amounts have been translated using the annual weighted average exchange rates of 0.~~766043~~729451 and 0.~~768390~~766043 for the years ended December 31, ~~2022~~2023 and ~~2021~~2022, respectively. Resulting gains or losses from translating foreign currency financial statements are recorded as other comprehensive income (loss). Foreign currency transaction gains and losses resulting from exchange rate fluctuations on transactions denominated in a currency other than the local currency are included in accumulated other income (expense). ~~There were $56 and $33 currency transaction (losses) gains recognized during the years ended December 31, 2022 and 2020, respectively.~~

Fair Value of Financial Instruments

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

F-1110 Table of Contents

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

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

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

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

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

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

Reclassification of Prior Year Presentation

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassification had no effect on the reported results of operation.

Recent Accounting Pronouncements

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date.

On August 5, 2020, the Financial Accounting Standards Board (FASB) issued accounting standards update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40).

The amendments in the ASU remove certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU also amends the derivative scope exception guidance for contracts in an entity’s own equity. The amendments remove three settlement conditions that are required for equity contracts to qualify for the derivative scope exception.

F-1211 Table of Contents

In addition to the above, the ASU expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations that are impacted by the amendments.

The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. Early adoption is permitted. The FASB noted that an entity should adopt the guidance as of the beginning of its annual fiscal year. The standard is effective for the Company beginning in fiscal year September 30, 2024.

Entities may elect to adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. If an entity has convertible instruments that include a down round feature, early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020.

ASU 2016-13 Measurement of Credit Losses on Financial Instrument is effective for fiscal years beginning after December 15, 2022. This is not expected to apply to the Company as financial instruments giving rise to credit risk are not utilized by the Company.

~~Note~~In 2June 2016, the Financial Accounting Standards Board, (“FASB”) issued ASU 2016-13, Financial Instruments – ~~Discontinued~~Credit ~~Operations~~Losses: Measurement of Credit Losses on Financial Instruments, which amended the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. This update was effective for annual periods beginning after December 15, 2022. The adoption of this new standard did not have a material impact on the Company's consolidated financial statements.

~~The~~Recently ~~Company~~Issued ~~suspended~~Accounting ~~the~~Pronouncements ~~operations~~— ofNot ~~Union~~Yet Strategies, Inc. in 2022and recognizes its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements. All assets are written off and included in the loss from discontinued operations. In 2023, the Company sold its 100% ownership of USI to a third party for a nominal payment and the acquirer assumed all of USI’s liabilities on a nonrecourse basis.Adopted

OnIn ~~March~~November 152023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280) Improvements to Reportable Segment Disclosures (“Topic 280”), which modifies the ~~Company~~disclosure ~~sold~~and ~~its~~presentation ~~100%~~requirements ~~ownership~~of reportable segments. The amendments in the update require the disclosure of ~~DLT~~significant ~~Data~~segment ~~Services~~expenses ~~Inc.~~that are regularly provided to athe ~~third~~CODM ~~party~~and ~~for~~included awithin ~~nominal~~each ~~purchase~~reported ~~price~~measure of segment profit and ~~has~~loss. ~~recognized~~The amendments also require disclosure of all other segment items by reportable segment and a description of its ~~activities~~composition. asAdditionally, ~~discontinued~~the ~~operations~~amendments ~~within~~require disclosure of the ~~accompanying~~title ~~unaudited~~and ~~condensed~~position ~~consolidated~~of ~~financial~~the ~~statements~~CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss in assessing segment performance and deciding how to allocate resources. Lastly, the amendment requires that a public entity that has a single reportable segment provide all the disclosures required by ASU 2023-07 and all existing segment disclosures in Topic 280. This update is effective for annual per

~~Note~~In 3December –2023, ~~Intangible~~the ~~Assets~~FASB Weissued ~~amortize~~ASU ~~identifiable~~No. ~~intangible~~2023-09 ~~assets~~("ASU on2023-09"), a“Improvements ~~straight~~to Income Tax Disclosures.” ASU 2023-~~line~~09 ~~basis~~requires ~~over~~disaggregated ~~their~~information ~~estimated~~about ~~useful~~a ~~lives~~reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. AsASU of2023-09 is effective for public entities with annual periods beginning after December 3115, ~~2022~~2024 and for private businesses for annual periods beginning after December 3115, ~~2021~~2025, ~~identifiable~~with ~~intangibles~~early ~~were~~adoption aspermitted. ~~follows:~~The Company is currently evaluating the impact of this guidance on its consolidated financial statement disclosures.

	December 31, 2022			December 31, 2021
Developed technology	$	299,291		$	316,976
Customer relationships		96,069			101,745
Domain and trade name		3,695			3,913
Non-compete		34,732			36,785
Accumulated amortization		(293,939	)		(245,677	)
Total intangible assets, net	$	139,848		$	213,742

Note 2 - Restatement

DLT Resolution, Inc. (the “Company”) is restating its previously issued audited consolidated financial statements as of and for the year ended December 31, 2022, in the 2023 Annual Report on Form 10-K (the “Restatement”). The Restatement results from the identification of errors related to the accounting for revenue, expenses, assets and liabilities and reclassification of the presentation of certain operating costs and expenses of continuing operations and discontinued operations. The restatement also includes out of period errors, being recorded in the correct accounting period. Impacts for periods prior to 2022 have been accumulated and presented as an adjustment to the beginning balance of retained earnings as of December 31, 2021.

Description of Annual Restatement Tables

The following tables present the impact of the restatement on the previously reported consolidated balance sheet, statements of operations, comprehensive loss, , stockholder’s deficiency, cash flows for the year ended December 31, 2022, for which the values were derived from the Annual Report on Form 10-K for the fiscal year ended December 31, 2022 filed on March 5, 2024. The tables present the amounts as previously reported in the filing, adjustments to restate (restatement), as restated.

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As of and for the year ended December 31, 2022

The effects of the restatement on the consolidated balance sheet as of December 31, 2022, are summarized in the following table:

	As Reported			Restatement			Note		As Restated
ASSETS
Current Assets:
Cash	$	11,885		$	-				$	11,885
Accounts receivable		57,631			(49,407	)		1		8,224
Total Current Assets		69,516			(49,407	)				20,109
Assets from discontinued operations		116,352			(115,789	)		2		563
Intangible assets, net of accumulated amortization		139,848			(139,848	)		3		-
Total Assets	$	325,716		$	(305,044	)			$	20,672

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities:
Accounts payable and accrued liabilities	$	211,218		$	(53,931	)		4	$	157,287
Accounts payable, related party		15,000			(15,000	)		4		-
Interest payable, related party		56,210			(56,210	)		5		-
Related party payables		57,817			(57,817	)		5		-
Notes payables, related party		81,500			52,085			5		133,585
Notes payable		29,560			-					29,650
Liabilities from discontinued operations		746,365			18,417			6		764,782
Total Current Liabilities		1,197,670			(112,456	)				1,085,214

Notes payable, net of current portion		5,000			(5,000	)		5		-
Total Liabilities		1,202,670			(117,456	)				1,085,214

Stockholders’ Deficiency:
Series A convertible preferred stock		-			-					-
		64,000			-					64,000
Common stock		27,315			(3,671	)		7		23,644
Common stock subscribed		14,000			(14,000	)		8		-
Treasury stock, 3,815,000 shares at December 31, 2022 and 2021		(5,300	)		5,300			7		-
Additional paid-in capital		6,946,198			(1,629	)		7		6,944,569
Other comprehensive income		555,810			33,075			9		588,885
Accumulated deficit		(8,478,977	)		(206,663	)		10		(8,685,640	)
Total Stockholders’ Deficiency		(876,954	)		(187,588	)				(1,064,542	)
Total Liabilities and Stockholders’ Deficiency	$	325,716		$	(305,044	)			$	20,672

The following descriptions of the restatement adjustments to the balance sheet excludes a description of errors previously identified and concluded as immaterial that were also corrected as part of the restatement.

	1.	The adjustment represents an elimination entry for an unreconciled intercompany receivable balance that was previously omitted from the consolidation process.
	2.	The adjustments include (a) Intangible assets of USI, totaling $126,367 as previously reported were determined to be fully impaired at December 31, 2021; (b) An additional impairment provision of $29,512 was recorded for doubtful accounts related to Data Service; offset by (c) Overdraft balances of $40,263 related to USI and Data Service which were reclassified to liabilities from discontinued operations.
	3.	The intangible assets of DLT Resolution Corp., as previously reported, were determined to be fully impaired as of December 31, 2021. The adjustments include: (a) a reversal of amortization expense, in the amount of $61,969, previously charged to the consolidated statement of operations for the year ended December 31, 2022; offset by (b) the recognition of a full impairment provision in the amount of $201,817 for the intangible assets.
	4.	The adjustments primarily include: (a) the reclassification of an intercompany balance in the amount of $39,603 that was incorrectly included in the accounts payable; (b) the reclassification of a balance related to discontinued operations in the amount of $31,843 that was erroneously included in accounts payable; offset by (c) the reclassification of $15,000 to accounts payable that was previously incorrectly reported as accounts payable – related party and (4) adjustment for the overstatement of accounts payable of $2,515.
	5.	In prior years, the Company incorrectly accrued interest expense on a related party note payable, resulting in an over-accrual of $56,210 as of December 31, 2022. Additionally, the total related party notes payable was overstated by $10,732, a $5,000 note payable to a related party was misclassified as a non-current liability. The adjustments were made to correct the interest over-accrual and the overstatement of the notes payable balance, to reclassify the note payable to current liabilities, and to present all related party notes payable as a single line item.
	6.	The adjustments primarily include: (a) the reclassification of a $31,843 balance related to discontinued operations that was erroneously included in accounts payable; (b) the reclassification of a bank overdraft of $40,263 to liabilities from discontinued operations; offset by (c) the adjustment relating to elimination of an unreconciled intercompany balance of $53,689 that was previously omitted from the consolidation process.
	7.	It was determined that no treasury stock was held, resulting in a $5,300 decrease in treasury stock, a $1,629 decrease in additional paid-in capital, and a $3,671 decrease in common stock.
	8.	It was determined that a common stock subscription was not consummated, resulting in a $14,000 decrease in the common stock subscribed balance.
	9.	In prior years, changes in the fair value of financial liabilities related to prior acquisitions, as well as the impact of their subsequent settlement, were incorrectly recorded in accumulated other comprehensive income. Under U.S. GAAP, such changes and settlement impacts should have been recognized in the consolidated statement of operations. Restatement adjustments were made to correct this presentation and properly reflect the amounts in accumulated deficit. Additionally, adjustments were made to recognize the full impairment of intangible assets as of December 31, 2021, which had not been previously recorded in the appropriate period.
	10.	As a result of the corrections noted in the consolidated income statement and the adjustments noted above, the Company recognized a cumulative increase in the accumulated deficit of $206,663.

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~~Expected~~The ~~future~~effects ~~amortization~~of ~~expense~~the ~~related~~restatement toon ~~identifiable~~the ~~intangibles~~consolidated ~~based~~statement onof ~~our~~operations ~~carrying~~for ~~amount~~the asyear ofended December 31, 2022 ~~for~~are summarized in the following ~~five years is as follows (in thousands)~~table:

For the Twelve Months ended December 31,
	As Reported			Restatement			Note		As Restated
2023	$	61,970
Revenue	$	218,707		$	-				$	218,707
2024		61,970
Cost of revenue		141,143			-					141,143
2025		15,908
General and administrative (including professional fees)		186,578			-					186,578
2025		-
Depreciation and amortization		64,238			(64,238	)		1		-
2027		-
Loss from operations		(173,252	)		(64,238	)				(109,014	)
Thereafter
Other income (expense)
	$	139,848
Foreign exchange gain		56			-					56
Loss on sales of subsidiaries		-			-					-
Interest expense		(12,551	)		1,358			2		(11,193	)
Total other expense		(12,495	)		1,358					(11,137	)
Net loss from continuing operations		(185,747	)		65,596					(120,151	)
Loss from discontinued operations		(967,497	)		754,800			3		(212,697	)
Net loss	$	(1,153,244	)	$	820,396				$	(332,848	)

The following descriptions of the restatement adjustments to the statement of operations excludes a description of errors previously identified and concluded as immaterial that were also corrected as part of the restatement.

	1	The intangible assets of DLT Resolution Corp., as previously reported, were determined to be fully impaired as of December 31, 2021. Accordingly, the amortization expense previously recognized in the consolidated statement of operations for the year ended December 31, 2022 has been reversed.
	2.	The adjustment represents a reversal of interest expenses recognized.
	3.	The intangible assets of USI were determined to be fully impaired as of December 31, 2021. However, an impairment charge was previously recorded as of December 31, 2022. Accordingly, an adjustment in the amount of $833,297 was made to reverse the impairment recognized in 2022 and properly reflect the impairment as of 2021. Additionally, an impairment of accounts receivable related to Data Service was recorded for the year ended December 31, 2022, to reflect the collectability issues identified during the period. An adjustment was also made to recognize previously omitted cost of revenue in the amount of $52,933, which had not been recorded in the previously issued consolidated financial statements.

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The effects of the restatement on the consolidated statement of comprehensive loss for the year ended December 31, 2022 are summarized in the following table:

	As Reported			Restatement			Note		As Restated
Net loss applicable to common shareholders	$	(1,153,244	)	$	820,396			1	$	(332,848	)

Foreign translation adjustment	$	738,155		$	(657,923	)		2	$	80,232
				$	-				$	-
Total comprehensive loss	$	(415,089	)	$	162,473				$	(252,616	)

The following descriptions of the restatement adjustments to the consolidated comprehensive income excludes a description of errors previously identified and concluded as immaterial that were also corrected as part of the restatement.

	1.	The corrections of errors in the statement of operations noted above decreased the net loss applicable to common shareholders by $820,396.
	2.	The corrections of errors in the balance sheet, statement of operations and accumulated deficit noted above decreased the foreign translation adjustment by $657,923.

The effects of the restatement on the consolidated statement of stockholders’ deficiency for the year ended December 31, 2022 are summarized in the following table:

	Note		Series B Preferred Stock		Common Stock			Common Stock Subscribed			Additional Paid-in Capital			Treasury Stock			Accumulated Other Comprehensive Loss			Accumulated Deficit			Total Stockholders’ Deficit
As Previously Reported
Balance at December 31, 2021			$	64,000	$	26,926		$	14,000		$	6,762,010		$	(5,300	)	$	(182,345	)	$	(6,548,815	)	$	130,476

Restatements Adjustments:
Treasury stock		1		-		(3,671	)		-			(1,629	)		5,300			-			-			-
Common stock subscribed		2		-		-			(14,000	)		-			-			-			-			(14,000	)
Other comprehensive income		3		-		-			-			-			-			690,998			-			690,998
Accumulated deficit		4		-		-			-			-			-			-			(1,803,977	)		(1,803,977	)
As Restated
Balance at December 31, 2021			$	64,000	$	23,255		$	-		$	6,760,381		$	-		$	508,653		$	(8,352,792	)	$	(996,503	)

The following descriptions of the restatement adjustments to the consolidated statement of stockholders’ deficiency excludes a description of errors previously identified and concluded as immaterial that were also corrected as part of the restatement.

	1.	It was determined that no treasury stock was held, resulting in a $5,300 decrease in treasury stock, a $1,629 decrease in additional paid-in capital, and a $3,671 decrease in common stock.
	2.	It was determined that a common stock subscription was not consummated, resulting in a $14,000 decrease in the common stock subscribed balance.
	3.	In prior years, changes in the fair value of financial liabilities related to prior acquisitions, as well as the impact of their subsequent settlement, were incorrectly recorded in accumulated other comprehensive income. Under U.S. GAAP, such changes and settlement impacts should have been recognized in the consolidated statement of operations. Restatement adjustments were made to correct this presentation and properly reflect the amounts in accumulated deficit. Adjustments were made to recognize the full impairment of intangible assets as of December 31, 2021, which had not been previously recorded in the appropriate period.
	4.	As a result of the corrections to the prior period, the Company recognized the net cumulative effect of these adjustments in the opening accumulated deficit. This resulted in an increase to the accumulated deficit as of the beginning of the earliest period presented.

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The effects of the restatement on the consolidated statement of cash flows for the year ended December 31, 2022 are summarized in the following table:

				Year Ended December 31, 2022
	As Reported			Restatement Adjustment			Note		As Restated
Cash flows from operating activities:
Net loss	$	(185,747	)	$	(147,374	)		1	$	(332,848	)
Net loss from discontinued operations					(212,697	)		1		212,697
Adjustments to reconcile net loss to net cash used in operating activities
Bad debt expense		34,499			(34,499	)		2		-
Depreciation and amortization expense		64,238			(64,238	)		3		-
Changes in operating assets and liabilities
Accounts receivable		(53,522	)		92,946			2		39,424
Interest payable, related party		9,143			(9,143	)		4		-
Accounts payable and accrued liabilities		22,710			8,444			5		31,154
Accounts payable, related party		(90,915	)		90,915			6		-
Net cash used in operating activities		(199,594	)		149,748					(49,573	)
Net cash used in discontinued operating activities		-			(113,080	)		1		(113,080	)

Cash flows from financing activities
Proceeds from sales of common stock		184,577			-					184,577
Net cash provided by financing activities		184,577			-					184,577

Effect of exchange rate of cash		(2,881	)		(36,941	)				(39,822	)
Cash and cash equivalents at beginning of year		29,783			-					29,783
Cash and cash equivalents at end of year	$	11,885			-				$	11,885
Supplemental cash flow information
Cash paid for interest		-			-					-
Cash paid for income taxes		-			-					-

The following descriptions of the restatement adjustments to the statement of cash flows excludes a description of errors previously identified and concluded as immaterial that were also corrected as part of the restatement.

	1.	The adjustment results from the Company presenting operating cash flows from discontinued operations as a single line item on the face of the consolidated statement of cash flows.
	2.	Adjustments were made to correct the timing of recognition of bad debt expense, which should have been recorded in 2021 rather than 2022.
	3.	The intangible assets of DLT Resolution Corp., as previously reported, were determined to be fully impaired as of December 31, 2021. As a result, the amortization expense previously charged to the consolidated statement of operations for the year ended December 31, 2022 is reversed.
	4.	An adjustment was made to correct the over-accrual of interests payable.
	5.	Adjustments were made to provide additional accruals.
	6.	The movement was incorrectly reflected in previously reported cash flows. The adjustment was made to correct the error.

Note 3 – Discontinued Operations

The Company suspended the operations of Union Strategies, Inc. (“USI”) in 2022 and recognized its activities as discontinued operations in consolidated financial statements. In March 2023, the Company sold its 100% ownership of USI to a third party for a nominal payment.

The Company suspended the operations of DLT Data Service Inc. in 2022 and recognized its activities as discontinued operations. On March 15, 2023, the Company sold its 100% ownership of DLT Data Services Inc. to a third party for a nominal purchase price.

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As a result, Union Strategies, Inc. and DLT Data Services Inc. (the “Discontinued Companies”) are recognized as discontinued operations in the accompanying consolidated financial statements. The previous year’s assets, liabilities and expenses have been similarly classified for comparative purposes. The following is a summary of the Discontinued Companies for the years ended December 31, 2023 and 2022:

	2023		2022 (Restated) (Note 2)
Assets
Prepaid expenses	$	-	$	563
Total assets		-		563
Liabilities
Bank overdraft		-		40,263
Accounts payable and accrued liabilities		-		650,620
Notes payable		-		73,899
Total liabilities		-		764,782

Revenues		-		64,131
Cost of revenue		-		(63,462	)
General and administrative expense		-		(152,045	)
Loss from impairment of long-lived assets		-		(61,321	)
Gain on sales of subsidiaries		1,444,645		-
Net income (loss) from discontinued operations	$	1,444,645	$	(212,697	)

Pursuant to the disposition of subsidiaries in 2023, the Company fully impaired the receivable from the then-subsidiaries and recognized $162,665 as other expenses in the consolidated statements of operation.

Upon the disposition of certain subsidiaries in 2023, the cumulative foreign currency translation adjustment of $602,022 was released from accumulated other comprehensive income and recognized in the consolidated statement of operations. This amount included $243,919 related to the foreign translation of the subsidiaries' financial statements and $358,103 related to foreign exchange differences arising from the push-down accounting of the Company’s investment in those subsidiaries. The total amount was included in net income from discontinued operations for the year ended December 31, 2023.

Note 4 – Notes Payable

~~Related~~On ~~Party~~ August 1, 2017, the Company entered into a $10,000 note payable. The note was due on July 1, 2019 and bears compounded interest at 3% per annum. On November 30, 2017, the Company paid $5,000 toward the obligation. As of December 31, 2023 and 2022, $5,995 and $5,821 of note principal and interest are outstanding, respectively.

InThe ~~2015,~~Government ~~the~~of ~~Company~~Canada ~~entered~~launched ~~into~~CEBA ato ~~$350,000~~assist ~~note~~businesses ~~payable~~during ~~with~~the acurrent ~~related~~challenges ~~party~~by asproviding ainterest-free ~~settlement~~unsecured ~~for~~loans. ~~payment~~As of ~~consulting~~December ~~services provided valued at $350~~31,~~000.~~ ~~The~~2023 ~~note carries interest of 9% compounded annually~~ and ~~was due on November 19~~2022, ~~2016.~~which ~~In 2016,~~ the Company ~~issued~~carries ~~50,000 shares of Series A Preferred Stock~~ as ~~repayment~~a of $3130,~~500~~298 ~~of accrued interest~~ and $18103,~~500~~459 of(2022 ~~outstanding~~- ~~principal. In 2017, the Company issued 1,250,000 shares of its Common Stock as repayment of~~ $~~250~~29,~~000~~560 ofwas ~~principal.~~included Asin ofNotes ~~December~~payable ~~31, 2020~~ and ~~2019,~~ $8173,~~500~~899 ofwas ~~principal~~included ~~and~~in ~~$47,067~~liabilities ~~and~~from ~~$41,565~~discontinued ofoperations ~~accrued~~respectively.) ~~interest~~outstanding ~~due was due~~balance, respectively.

~~Non~~Note –5 ~~Related~~- ~~Party~~ Stockholders’ Deficiency

On August 1, 2017, the Company entered into a $5,000 note payable with an unrelated party to purchase Company Common Stock held by the unrelated party. The note was due on July 1, 2019 and bears no interest. As of December 31, 2022 and 2021, the $5,000 note principal is outstanding.

The Government of Canada launched CEBA to assist businesses during the current challenges by providing interest-free unsecured loans. During the year ended December 31, 2020, the Company’s DLT Resolution Corp. subsidiary received a CAD 40,000 CEBA loan that bears zero interest and may be repaid any time after October 1, 2020 and if repaid on or before December 31, 2022, CEBA will forgive CAD 10,000 in loan principal. Should a CEBA loan be unpaid as of December 31, 2022, the loan converts to a three-year term loan having a 5% annual fixed rate of interest. As of December 31, 2022 and 2021, the Company has $29,560 and $31,306 (CAD 40,000) outstanding principal on the CEBA loan.

Note 5 - Stockholders’ Equity

Series A Convertible Preferred Stock

The Company is authorized to issue up to 5,000,000 shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock can be converted to common shares at the option of the holder at a rate of $1 per share. ~~There~~ ~~were 0 shares of Series A convertible preferred stock issued and outstanding as of December 31, 2022 and 2021.~~

~~F-14~~There ~~Table~~were 0 shares of ~~Contents~~Series A convertible preferred stock issued and outstanding as of December 31, 2023 and 2022.

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Series B Convertible Preferred Stock

The Company is authorized to issue up to 500,000 shares of Series B Convertible Preferred Stock. ~~The~~As of December 31, 2023 and 2022, the Company had Nil and 64,000 shares of issued and outstanding Series B Convertible Preferred Stock. ~~can~~In beDecember ~~converted~~2023, tothe ~~common~~holder of 64,000 shares atof ~~the~~Series ~~option~~B ofConvertible Preferred Stock exchanged the ~~holder~~shares atfor a2,166,667 ~~rate~~shares of ~~$0.20~~newly ~~per~~issued ~~share~~Company Common Stock.

There were 64,000 shares of series B convertible preferred stock issued and outstanding as of December 31, 2022 and 2021.

Common Stock

OnDuring ~~May~~the 20year ended December 31, ~~2021~~2022, the Company ~~issued~~sold 1388,~~000,000~~274 shares of its restricted ~~Common~~common ~~Stock~~stock to ~~the~~third ~~former~~parties ~~shareholders of USI as additional compensation for acquiring all of USI’s issued~~ and ~~outstanding~~received ~~common~~$184,577 ~~shares~~in proceeds.

During the year ended December 31, ~~2022~~2023, the Company sold ~~388~~6,~~274~~919,916 shares of its restricted ~~Common~~common stock tofor ~~third~~cash ~~parties~~proceeds ~~and~~of ~~received~~$385,107, which were recorded as common stock subscribed. In connection with the stock subscription sales, the Company directed $~~184~~205,~~577~~357 inof the proceeds to be deposited into DLT International, Inc., an entity controlled by the Company’s Chief Executive Officer, for safekeeping purposes. In January 2024, DLT International, Inc. became a wholly-owned subsidiary of the Company and subsequently used the funds during 2024 to pay certain operating expenses on behalf of the Company.

~~Treasury~~Of ~~Stock~~ the 6,919,916 shares of restricted common stock sold during 2023, the Company issued 999,751 shares in 2023, 5,033,251 shares in 2024, and 820,248 shares through the date of these consolidated financial statements in 2025. The remaining 66,666 shares are to be issued.

There are 3,815,000 shares of Common Stock held as treasury stock as of December 31, 2022 and 2021, respectively, as a result of a 2014 buy-back of 38,000 post-split shares of Common Stock for cash and a 2017 buy-back of 3,777,000 shares of Common Stock in exchange for $5,000 note payable and $200 related party payable.

Note 6 - Income Taxes

We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Pursuant to FASB ASC Topic 740, when it is more likely than not that a tax asset cannot be realized through future income, the Company must provide an allowance for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry-forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry-forward period. The Company records estimated losses from interest and penalties arising from taxes remitted late as well as unrecognized tax benefits as they are incurred as general and administrative expenses. The Company did not have accrued interest or penalties related to income taxes as of December 31, ~~2022~~2023 or ~~2021~~2022. The Company has not filed its ~~2022~~2023 and ~~2021~~2022 tax returns as of the date of this filing.

The sources and tax effects of the temporary differences for the periods presented are as follows (rounded to the nearest thousand):

	December 31,2022			December 31,2021
	December 31,2023			December 31,2022
Net operating loss carry forward	$	64,~~123~~451,000		$	45,~~970~~576,000
Applicable Canadian Federal and Provincial tax rates		26.5	%		26.5	%
Deferred tax asset related to net operating losses		1,~~623~~202,000			1,~~317~~524,000
Deferred tax asset relating to debt discounts and derivative liability (at 26.5%)		-			-
Valuation allowance		(1,~~623~~202,000	)		(1,~~137~~524,000	)
Net deferred tax asset	$	-		$	-

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A reconciliation of income taxes computed at the United States federal statutory rate of 21% and 35% to the income tax recorded is as follows:

	December 31,2022 (21%)			December 31,2021 (21%)
	December 31,2023 (21%)			December 31,2022 (21%)
Tax benefit at United States Federal statutory rate	$	~~242~~(253,000	)	$	~~510~~69,000
Differences in U.S. and Canadian tax rates on provision		~~161~~(168,000	)		~~136~~69,000
Increase in valuation allowance		~~(403~~421,000	)		(~~374~~126,000	)
Income tax provision	$	-		$	-

The Company did not pay any income taxes during the years ended December 31, ~~2022~~2023 or ~~2021~~2022, or since inception.

The net federal operating loss carry forward will begin to expire in 2026. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. Tax years commencing at inception remain open for examination by the IRS, where applicable.

Effective January 1, 2018, the U.S. Congress enacted the “Tax Jobs and Cuts Act” which, among other things, reduced the maximum corporate tax rate to 21%. There is no impact on deferred tax asset valuations related to this change due to the fact that the Company’s operations primarily reside in Canada.

Note 7 - Related Party Transactions

No compensation was incurred for the services of the Company’s directors or executives during the years ended December 31, ~~2022~~2023 and ~~2021~~2022.

As of December 31, ~~2022~~2023 and December 31, ~~2021~~2022, the Company had outstanding amounts payable to related parties of $5755,~~817~~416 and $60133,~~017~~585. The obligations are unsecured, ~~non-interest bearing,~~ due on demand and payable in Canadian dollars~~, with the change in the liability from December 31, 2022 to December 31, 2021 attributable to the change in the exchange rate for U~~.~~S. and Canadian dollars.~~

~~During~~Included ~~the~~in ~~year~~amounts ~~ended~~payable ~~December~~to ~~31,~~related ~~2019,~~parties ~~the~~is ~~Company~~a ~~also~~note ~~made~~payable ~~payments~~to a related party as settlement for consulting services. ~~rendered~~The bynote ~~related~~carries ~~parties~~interest ~~totaling~~of ~~$25~~9% compounded annually,~~000,~~ ~~resulting~~is indue ~~balances~~on ~~owed~~demand ~~for~~and ~~such~~has ~~services~~an outstanding balance of $1525,~~000~~578 and $70,047 as of December 31, ~~2021~~2023 and ~~2020~~2022, respectively.

~~The~~During ~~Company~~the ~~has~~year aended ~~note payable to a related party as settlement for consulting services. The note carries interest of 9% compounded annually and is due on demand. As of~~ December 31, 2022, ~~and~~the ~~December~~Company ~~31,~~sold ~~2021~~388,274 ~~$81,500~~shares of ~~principal~~its ~~and~~restricted ~~$56,210~~common ~~and~~stock ~~$47,067of~~to ~~accrued~~third ~~interest~~parties ~~was~~and ~~due~~received $184,577 ~~respectively~~in proceeds.

~~Note 8~~During –the ~~Concentrations~~year ended December 31, 2023, the Company sold 6,919,916 shares of its restricted common stock for cash proceeds of $385,107, which were recorded as common stock subscribed. In connection with the stock subscription sales, the Company directed $205,357 of the proceeds to be deposited into DLT International, Inc., an entity controlled by the Company’s Chief Executive Officer, for safekeeping purposes. In January 2024, DLT International, Inc. became a wholly-owned subsidiary of the Company and subsequently used the funds during 2024 to pay certain operating expenses on behalf of the Company.

~~During~~Of the ~~years ended December 31~~6, ~~2022 and 2021~~919,916 noshares ~~single~~of ~~customer~~restricted ~~accounted~~common ~~for~~stock ~~more~~sold ~~than~~during ~~10%~~2023, ofthe ~~total~~Company ~~revenue~~issued ~~for~~999,751 ~~the~~shares ~~respective~~in ~~periods.~~2023, As5,033,251 ofshares ~~December~~in 312024, ~~2022~~ and ~~2021~~820,248 noshares ~~customer~~through ~~had~~the andate ~~outstanding~~of ~~accounts~~these ~~receivable~~consolidated ~~balance~~financial ~~that~~statements ~~was~~in ~~10%~~2025. ofThe ~~our~~remaining ~~total~~66,666 ~~accounts~~shares ~~receivable~~are atto ~~that~~be ~~time~~issued.

F-1619 Table of Contents

Note 8 – Accounts payable and accrued liabilities

	December 31, 2023		December 31, 2022 (Restated) (Note 2)
	$		$
Trade and other payable		64,617		55,628
Accrued liabilities		112,804		101,659

		177,421		157,287

Note 9 – Commitments and contingencies

A Canadian subsidiary of the Company incurs employer payroll taxes and withholds payroll taxes from employee compensation and is required to remit the funds to Canadian government authorities on a timely basis. The subsidiary has not remitted the payroll taxes and carries the obligation as a current liability. The subsidiary intends to remit the funds as soon as it has the financial ability. The government authorities may assess penalties and interest on the subsidiary. No provision on the balance sheet is carried for the possible assessment. Management estimates that the amount of a potential assessment would not be material to the financial statements as of ~~September~~December 3031, ~~2022~~2023 and ~~the nine months then ended~~2022.

The Company charges and collects Canadian federal and provincial sales taxes known as harmonized sales tax or HST and is required to remit the funds to Canadian government authorities on a timely basis. The subsidiary has not remitted the HST taxes and carries the obligation as a current liability. The subsidiary intends to remit the funds as soon as it has the financial ability. The government authorities may assess penalties and interest on the subsidiary. No provision on the balance sheet is carried for the possible assessment. Management estimates that the amount of a potential assessment would not be material to the financial statements as ofDecember ~~September 30~~31, ~~2022~~2023 and ~~the nine months then ended~~2022.

Note 10 – Subsequent events

InOn ~~2022~~January 1, ~~the Company suspended the operations of USI and has recognized its activities as discontinued operations within the financial statements for 2022 and 2021. In 2023~~2024, the Company ~~sold its~~ acquired 100% ownership of DLTI International ~~USI~~Inc., toan aOntario ~~third~~corporation ~~party~~that ~~for~~was aowned ~~nominal~~by ~~payment and~~ the ~~acquirer assumed all of USI~~Company’s ~~liabilities~~Chief onExecutive aOfficer, ~~nonrecourse~~for ~~basis~~nominal consideration.

OnFrom ~~March~~January 151, ~~2023~~2024 to the date of this filing, the Company ~~sold~~issued ~~its~~a ~~100%~~total ~~ownership~~35,401,032 shares of ~~DLT~~Common ~~Data~~stock, ~~Services~~of ~~Inc.~~which 15,673,000 were issued to aofficers ~~third~~and ~~party~~directors for atheir ~~nominal~~services, ~~purchase~~13,714,052 ~~price~~were ~~and~~issued ~~has~~for ~~recognized~~stock ~~its~~subscriptions ~~activities~~sold asand ~~discontinued~~services ~~operations~~performed, ~~within~~and ~~the~~6,013,980 ~~accompanying~~shares ~~unaudited~~as ~~condensed~~consideration ~~consolidated~~for ~~financial~~the ~~statements~~acquisition described further below.

On ~~August~~March 1611, ~~2023~~2024, ~~John~~the ~~Wilkes~~Company ~~resigned~~entered into a purchase agreement with 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 ~~our~~GMTI. ~~sole~~GMTI, ~~officer~~based in the United States, specializes in international wholesale distribution and ~~director~~sale of vehicles, vehicle parts and weequipment, ~~appointed~~and ~~Drew~~machinery ~~Reid~~and asequipment, ~~his~~with ~~successor~~a primary focus on United States, Canada, Mexico, Southeast Asia, China, Europe, Dubai, and Africa. The Company paid the purchase price by issuing 6,013,980 shares of Common Stock valued at the current market value at that time and any pledge to transfer new shares issued to the Company’s Chief Executive Officer up through May 31, 2024, or by closing.

~~F-17~~On March 13, 2024, the Company appointed Charles Brofman as Director, General Counsel and Secretary.

On April 9, 2024, the Company sold its 100% ownership of DLT Resolution Corp. to a third party for a nominal purchase price and the acquirer assumed all DLT Resolution Corp’s liabilities on a nonrecourse basis.

F-20

Filing Compare · DLT Resolution Inc.