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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2024

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 333-148546

DLT RESOLUTION, INC

(Exact name of registrant as specified in its charter)

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, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S‑T (§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 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 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Non‑accelerated filer	☐
Accelerated filer	☐	Smaller reporting company	☒
(Do not check if a 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 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of October 9, 2025, 66,031,137 shares of the registrant’s Common Stock, $0.001 par value, were issued and outstanding.

TABLE OF CONTENTS

FORM 10-Q

QUARTER ENDED MARCH 31, 2024

		Page
PART I FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited)	3

	Condensed Consolidated Balance Sheets	3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	4

	Condensed Consolidated Statements of Changes in Stockholders’ Deficit	5

	Condensed Consolidated Statements of Cash Flows	6

	Notes to Condensed Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16

Item 4.	Controls and Procedures	16

PART II - OTHER INFORMATION

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Mine Safety Disclosures	19

Item 5.	Other Information	19

Item 6.	Exhibits	20

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Item 1: Financial Statements.

DLT RESOLUTION, INC

Condensed Consolidated Balance Sheets

(Unaudited)

	March 31, 2024			December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	52,166		$	727
Accounts receivable		3,114			5,379
Other receivable		39,442			205,357
Total current assets and assets	$	94,722		$	211,463

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	156,550		$	83,898
Notes payables, related party		32,213			18,386
Liabilities from discontinued operations		157,113			160,928
Total current liabilities and liabilities		345,876			263,212

Stockholders’ deficit
Series A convertible preferred stock, $1.00 par value; 5,000,000 shares authorized; Nil issued and outstanding at March 31, 2024 and December 31, 2023		-			-
Series B convertible preferred stock, $1.00 par value; 500,000 shares authorized; Nil issued and outstanding at March 31, 2024 and December 31, 2023		-			-
Common stock, $0.001 par value; 275,000,000 shares authorized; 29,930,897 and 26,810,479 issued and outstanding at March 31, 2024 and December 31, 2023, respectively		29,931			26,810
Common stock subscribed		234,168			325,122
Additional paid-in capital		7,249,281			7,065388
Accumulated other comprehensive income		94,165			9,990
Accumulated deficit		(7,858,699	)		(7,479,059	)
Total stockholders’ deficit		(251,154	)		(51,749	)
Total liabilities and stockholders’ deficit	$	94,722		$	211,463

See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC.

Unaudited Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

	Three Months ended March 31,
	2024			2023
Revenue	$	35,055		$	-
Cost of revenue and operating expenses
Cost of revenue		24,745			-
General and administrative		199,163			-
Total operating expenses		223,908			-

Loss from operations		(188,853	)		-

Other income (expense)
Other income		5,412			-
Foreign exchange loss		(109,556	)		-
Interest expense		(2,468	)		(1,829	)
Total other expense		(106,612	)		(1,829	)
Net loss from continuing operations	$	(295,465	)	$	(1,829	)
Net income from discontinued operations	$	-		$	1,265,454
Net (loss) income	$	(295,465	)	$	1,263,625
Other comprehensive income
Foreign translation adjustment		(84,175	)		(72,407	)
Net (loss) income and comprehensive (loss) income	$	(379,640	)	$	1,191,218
Loss from continuing operations per share, basic and diluted		(0.01	)		(0.00	)
Earnings (loss) from discontinued operations per share	$	0.00		$	0.05
Weighted average basic shares outstanding		29,759,445			23,499,561
Weighted average diluted shares outstanding		29,759,445			23,499,561

See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC

Condensed Consolidated Statements of Changes in Stockholders’ Deficit

	Series B Preferred Stock				Common Stock				Common Stock			Additional Paid-in		Other Comprehensive			Accumulated
	Shares		Amount		Shares		Amount		Subscribed			Capital		income			Deficit			Total
Balance, December 31, 2023		-	$	-		26,810,478	$	26,810	$	325,122		$	7,065,388	$	9,990		$	(7,479,059	)	$	(51,749	)

Sale of common stock subscriptions		-		-		-		-		69,660			-		-			-			69,660

Issuance of Common Stock for cash proceeds		-		-		3,120,418		3,121		(160,614	)		183,893		-			-			26,400

Foreign currency translation adjustment		-		-		-		-		-			-		84,175			(84,175	)		-

Net income		-		-		-		-		-			-		-			(295,465	)		(295,465	)

Balance, March 31, 2024		-	$	-		29,930,897	$	29,931	$	234,168		$	7,249,281	$	94,165		$	(7,858,699	)	$	(251,154	)

Balance, December 31, 2022		64,000	$	64,000		23,644,061	$	23,644	$	-		$	6,944,569	$	588,885		$	(8,685,640	)	$	(1,064,542	)

Foreign currency translation adjustment		-		-		-		-		-			-		(72,407	)		-			(72,407	)

Net income		-		-		-		-		-			-		-			1,263,625			1,263,625

Balance, March 31, 2023		64,000	$	64,000		23,644,061	$	23,644	$	-		$	6,944,569	$	516,478		$	(7,422,015	)	$	126,676

See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC

Unaudited Condensed Consolidated Statements of Cash Flows

	Three Months Ended March 31, 2024			Three Months Ended March 31, 2023

Cash flows from operating activities
Net (loss) income from continuing operations	$	(295,465	)	$	(1,829	)

Adjustments to reconcile net loss to net cash used in operating activities
Other income		(5,412	)		-
Bad debt expense		256			-
Changes in operating assets and liabilities
Accounts receivable		225,493			8,224
Accounts payable and accrued liabilities		44,631			(168,276	)
(Repayments to) proceeds from related parties		13,827			-
Net cash used in operating activities		(16,670	)		(161,881	)
Net cash used in discontinued operating activities		(3,815	)		158,278
Net cash used in investing activities		-			-

Cash flows from financing activities
Repayments of notes payable		-			(6,532	)
Proceeds from sales of common stock		69,659			-
Net cash provided by (used in) financing activities		69,659			(6,532	)

Net change in cash		49,174			(10,135	)
Effect of exchange rate on cash		2,265			-
Cash at beginning of period		727			11,885
Cash at end of period	$	52,166		$	1,750

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

See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

March 31, 2024

Note 1 – Organization and Description of Business

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 including telecommunications and data 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 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.

Note 2 – Summary of Significant Accounting Policies

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

Cash includes deposits in the bank accounts of DLT Resolution Inc. and its subsidiaries with accounts denominated in Canadian dollars and U.S. dollars. Cash payments and receipts are routed through the Company’s subsidiaries and certain related parties. As of March 31, 2024 and December 31, 2023, our cash held in banks was $52,166 and $650, respectively.

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.

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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.

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.

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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 March 31, 2024 and December 31, 2023, there were no uncertain tax positions that require accrual.

Earnings (Loss) Per Share

Earnings (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.

Principals of Consolidation

The consolidated financial statements represent the results of DLT Resolution, Inc. and its subsidiaries, DLT Telecom Inc. and DLT International Inc., as continuing operations and DLT Resolution Corp., its subsidiary, 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 0.74 and 0.76 in effect at the balance sheet dates of March 31, 2024 and December 31, 2023, respectively. Statements of operations amounts have been translated using the quarterly weighted average exchange rates of 0.74 and 0.71 for the three months ended March 31, 2024 and 2023, 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).

Fair Value of Financial Instruments

Fair value of certain of the Company’s financial instruments including cash, account receivable, other receivable, accounts payable and accrued liabilities, notes payable to related parties, 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. 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.

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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.

Business Combinations

We allocate the fair value of purchase consideration to the tangible assets acquired, liabilities assumed and intangible assets acquired based on their estimated fair values as of the acquisition date. The excess of the fair value of purchase consideration over the fair values of these identifiable assets and liabilities is recorded as goodwill to reporting units based on the expected benefit from the business combination. Allocation of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the useful life, whereas any indefinite-lived intangible assets, including goodwill, are not amortized. During the measurement period, which is not to exceed one year from the acquisition date, we record adjustments to the assets acquired and liabilities assumed, with the corresponding offset to goodwill. Upon the conclusion of the measurement period, any subsequent adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU No. 2019-12, Simplifying the Accounting for Income Taxes (“ASU 2019-12”), which simplifies the accounting for income taxes, eliminates certain exceptions within ASC 740, Income Taxes, and clarifies certain aspects of the current guidance to promote consistency among reporting entities. ASU 2019-12 is effective for fiscal years beginning after December 15, 2021. Most amendments within the standard are required to be applied on a prospective basis, while certain amendments must be applied on a retrospective or modified retrospective basis. There is no significant impact from adopting ASU 2019-12 on the Company’s financial condition, results of operations, and cash flows.

In April 2021, The FASB issued ASU 2021-04 to codify the final consensus reached by the Emerging Issues Task Force (EITF) on how an issuer should account for modifications made to equity-classified written call options (hereafter referred to as a warrant to purchase the issuer’s common stock). The guidance in the ASU requires the issuer to treat a modification of an equity-classified warrant that does not cause the warrant to become liability-classified as an exchange of the original warrant for a new warrant. This guidance applies whether the modification is structured as an amendment to the terms and conditions of the warrant or as termination of the original warrant and issuance of a new warrant. The Company adopted this guidance for the fiscal year beginning April 1, 2022. There is no significant impact from adopting ASU 2021-04 on the Company’s financial condition, results of operations, and cash flows.

On March 28, 2023, the FASB issued ASU No. 2023-01, Leases (Topic 842): Common Control Arrangements. ASU 2023-01 is designed to clarify the accounting for leasehold improvements associated with common control leases, thereby reducing diversity in practice. The new standard is effective for the Company for its fiscal year beginning January 1, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting the standard.

In November 2023, the Financial Accounting Standards Board (“FASB”) issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures (“ASU 2023-07”) to improve the disclosures regarding a public entity’s reportable segments and address requests from investors for additional, more detailed information about a reportable segment’s expenses. The Company is required to adopt the guidance in the fourth quarter of fiscal 2025, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures (“ASU 2023-09”) to provide disaggregated income tax disclosures on rate reconciliation and income taxes paid. The Company is required to adopt the guidance in the fourth quarter of fiscal 2026, though early adoption is permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

The Company continues to evaluate the impact of the new accounting pronouncement, including enhanced disclosure requirements, on our business processes, controls and systems.

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Note 3 – Discontinued Operations

In April 2024, the Company sold its 100% ownership of DLT Resolution Corp. to a third party for a nominal payment. The Company suspended the operations of Union Strategies, Inc. (“USI”) and DLT Data Service Inc. in 2022. In March 2023, the Company sold its 100% ownership of USI and DLT Data Services Inc. to a third party for a nominal payment. As a result, DLT Resolution Corp., DLT Data Services Inc. and USI are recognized as discontinued operations in the accompanying consolidated financial statements. The 2023 assets, liabilities, revenues and expenses have been similarly classified for comparative purposes. The following is a summary of the Discontinued Companies as of March 31, 2024 and 2023 and for the three months then ended:

	2024		2023
Assets
Cash	$	-		1,862
Accounts receivable		-		25,289
Intangible assets	$	-	$	-
Total assets		-		27,151
Liabilities
Bank overdraft		75		-
Accounts payable and accrued liabilities		90,481		90,556
Notes payable		66,556		66,544
Total liabilities		157,113		157,100

Revenues		-		45,638
Cost of revenue		-		(32,661	)
General and administrative expense		-		(29,504	)
Other expense		-		(162,665	)
Gain on sales of subsidiaries		-		1,444,646
Net income from discontinued operations	$	-	$	1,265,454

Liabilities from discontinued operations include a loan payable to the Government of Canada, which launched CEBA to assist businesses during the challenges during the COVID period by providing interest-free unsecured loans. As of March 31, 2024 and December 31, 2023, the Company carries as a $29,580 and $30,298 outstanding balance, respectively.

In 2021, DLT Resolution Corp borrowed $50,000 Canadian dollars from an individual. The obligation is unsecured and was due on December 31, 2023. The Company did not repay the obligation and it assumed by the buyer of DLT Resolution Corp as part of its sale in April 2024. As of March 31, 2024 and December 31, 2023, the Company carries as a $36,976 and $37,873 outstanding balance, respectively, with the change in balance attributed to the change in the U.S. dollar and Canadian dollar exchange rate.

Note 4 – Notes Payable

We issued note payable as settlement for consulting services. The note carries interest of 9% compounded annually, is due on demand and has an outstanding balance of $26,153 and $25,578 as of March 31, 2024 and December 31, 2023, respectively.

We issued a $10,000 note payable in 2017 that carries interest of 3% compounded annually, is due on demand and has an outstanding balance of $6,060 and $5,995 as of March 31, 2024 and December 31, 2023, respectively.

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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 Nil shares of Series A convertible preferred stock issued and outstanding as of March 31, 2024 and December 31, 2023.

Series B Convertible Preferred Stock

The Company is authorized to issue up to 500,000 shares of Series B Convertible Preferred Stock. As of March 31, 2024 and December 31, 2023, the Company had Nil and Nil shares of issued and outstanding Series B Convertible Preferred Stock. In December 2023, the holder of 64,000 shares of Series B Convertible Preferred Stock exchanged the shares for 2,166,667 shares of newly issued Company Common Stock.

Common Stock

During the three months ended March 31, 2024, the Company sold 3,120,418 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.

Of 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.

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, 2023 or 2022. The Company has not filed its 2023 and 2022 tax returns as of the date of this filing.

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

	March 31,			December 31,
	2024			2023
Net operating loss carry forward	$	4,830,000		$	4,451,000
Applicable Canadian Federal and Provincial tax rates		26.5	%		26.5	%
Deferred tax asset related to net operating losses	$	1,280,000		$	1,202,000
Deferred tax asset relating to debt discounts and derivative liability (at 26.5%)		—			—
Valuation allowance		(1,280,000	)		(1,202,000	)

Net deferred tax asset	$	—		$	—

The Company did not pay any income taxes during the three months ended March 31, 2024, 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.

Note 7 – Related Party Transactions

As of March 31, 2024 and December 31, 2023, the Company had outstanding amounts payable to related parties of $130,782 and $55,416. The obligations are unsecured, due on demand and payable in Canadian dollars.

Included in amounts payable to related parties is a note payable to a related party as settlement for consulting services. The note carries interest of 9% compounded annually, is due on demand and has an outstanding balance of $26,153 and $25,578 as of March 31, 2024 and December 31, 2023, respectively.

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Note 8 – Subsequent events

From April 1, 2024 to the date of this filing, the Company issued a total 36,100,240 shares of Common stock, of which 19,050,000 were issued to directors, officers and consultants for their services, 17,050,240 were issued for stock subscriptions sold and services performed.

On March 11, 2024, the Company 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 GMTI. GMTI, based in the United States, specializes in international wholesale distribution and sale of vehicles, vehicle parts and equipment, and machinery and equipment, with 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.

On April 14, 2025, DLT Resolution Inc. (“DLT” or the “Company”) entered into a Termination and Rescission Agreement (the “Termination Agreement”) with Global Motor Trade International LLC, WEC International LLC, SJ Auto Trade LLC, Global Motor Trade LLC (collectively, the “LLCs”), and Charles Bronfman and Abdul Matin Moosa (collectively, the “Sellers”), to terminate and rescind the Share Purchase Agreement by and between DLT and the Sellers dated March 11, 2024 (“SPA”).

Pursuant to the Termination Agreement, the LLCs remain under the Sellers’ ownership, and no interest is deemed to have transferred to DLT. The Sellers agreed to return all 6,013,000 shares of DLT Common Stock issued under the SPA. DLT and the Seller have mutually released each other from all claims, liabilities, or obligations related to the SPA, (Share Purchase Agreement).

On April 13, 2025, DLT Resolution Inc. (“DLT” or the “Company”), through its wholly-owned subsidiary DLT Global Motor LLC (“DLTGM”), entered into a Joint Venture Agreement (the “JV Agreement”) with Charles Brofman, Abdul Matin Moosa, and their affiliated entities, Global Motor Trade LLC and Global Motor Trade International LLC (collectively, “GMTI” and, together with Mr. Brofman and Mr. Moosa, the “JV Partners”). The JV Agreement was intended to establish an international wholesale auto trade business.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation. Shareholders’ Equity General.

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 filed on March 26, 2025.

Revenues

Revenues for the three months ended March 31, 2024 and 2023 were $35,055, all of which were generated by DLT Telecom, Inc. For the three months ended March 31, 2024, revenues were $46,529, all of which were generated by DLT Resolution Corp., a discontinued operation. The decrease resulted primarily from having fewer customers and less revenue per customer in the three months ended March 31, 2024.

Cost of Revenue

Cost of revenue for the three months ended March 31, 2024 were $24,745, all of which were incurred by DLT Telecom, Inc. For the three months ended March 31, 2024, cost of revenue was $21,837, all of which were incurred by DLT Resolution Corp., a discontinued operation.

General and Administrative

General and administrative expense was $199,163 for the three months ended March 31, 2024. For the three months ended March 31, 2023, general and administrative expense was $31,036, all of which wa incurred by DLT Resolution Corp., a discontinued operation. The increase in general and administrative expense was primarily due to the costs incurred in 2024 to reduce the backlog in our accounting and audit our 2022 and 2023 financial statements.

Other Expense

We realized a foreign exchange loss of $109,557, other income $5,412 and interest expense of $2,468 for the three months ended March 31, 2024 compared to a foreign exchange loss of Nil, other income of Nil and interest expense of $1,842 for the three months ended March 31, 2023.

Net (Loss) from Continuing Operations

For the three months ended March 31, 2024 and 2023, we incurred losses from continuing operations of ($295,465) and ($8,173), respectively.

Net Income (Loss) from Discontinued Operations

For the three months ended March 31, 2024, we generated net income of Nil from discontinued operations. For the year ended December 31, 2023, we generated $1,265,454 of net income from discontinued operations.

Net Income (Loss)

We generated a ($295,465) Net Loss for the three months ended March 31, 2024, compared to $758,877 of Net Income for the three months ended March 31, 2023. The Net Income in 2023 was primarily the result of net income from discontinued operations in the amount of $1,265,454. compared to Nil from discontinued operations for the three months ended March 31, 2024.

Liquidity and Capital Resources

As of March 31, 2024, we had total current assets of $94,722 and current liabilities of $345,876 creating a working capital deficit of $251,154. As of December 31, 2023, we had $727 cash on hand and total liabilities of $263,212. We must secure additional funds in order to continue our business.

Net cash used in operating activities was ($16,670) during the three months ended March 31, 2024 compared to ($161,881) for the same period in 2023. Net cash used in discontinued operating activities was ($3,815) for the three months ended March 31, 2024 compared to $158,278 in net cash provided by discontinued operations for the three months ended March 31, 2023.

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No cash was used in investing activities during the three months ended March 31, 2024 and 2023.

During the three months ended March 31, 2024, the Company provided $69,659 cash from financing activities, which resulted from sales of shares of our Common Stock. During the three months ended March 31, 2023, the Company used $6,532 of cash in financing activities.

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.

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.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not applicable.

Item 4. 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.

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.

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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.

Changes in 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 March 31, 2024. In assessing the effectiveness of our internal control over financial reporting as of March 31, 2024, 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 March 31, 2024 was not effective in the specific areas described in the “Disclosure Controls and Procedures” section above and as specifically described in the paragraphs below.

As of March 31, 2024, 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.

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·	Representative with Financial Expertise — For the three months ending March 31, 2024, 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.

There have been no changes in our internal control over financial reporting that occurred during the three months ended March 31, 2024 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors.

Not required under Regulation S-K for smaller reporting companies.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

None.

Item 5. Other Information.

None.

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Item 6. Exhibits.

The following exhibits are attached hereto:

Exhibit No.		Description of Exhibit

31.1		Certification of Principal Executive Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith.
31.2		Certification of Principal Accounting Officer pursuant to Rule 13a-15(e) and 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended, filed herewith.
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith
101		Interactive data files pursuant to Rule 405 of Regulation S-T

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SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DLT Resolution, Inc.

By:	/s/ Drew Reid	/s/ Shaun Power
	Drew Reid	Shaun Power
	President and Chief Executive Officer	Chief Financial Officer
	(Principal Executive Officer)	(Principal Financial Officer)

	October 9, 2025	October 9, 2025

DLT Resolution Inc. 10-Q