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 ~~September~~March 3031, ~~2023~~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 ~~July~~ 16October 9, ~~2024~~2025, 4466,~~203~~031,~~211~~137 shares of the registrant’s Common Stock, $0.001 par value, were issued and outstanding.

TABLE OF CONTENTS

FORM 10-Q

QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

		Page
PART I FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	3
	Condensed Consolidated Balance Sheets	3
	Condensed Consolidated Statements of Operations	4
	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)	4
	Condensed Consolidated Statements of Comprehensive Loss	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit	5
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit	6
	Condensed Consolidated Statements of Cash Flows	6
	Condensed Consolidated Statements of Cash Flows	7
	Notes to Condensed Consolidated Financial Statements	7
	Notes to Condensed Consolidated Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	16
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	16
PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	1819
Item 1A.	Risk Factors	1819
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1819
Item 3.	Defaults Upon Senior Securities	1819
Item 4.	Mine Safety Disclosures	1819
Item 5.	Other Information	1819
Item 6.	Exhibits	1920

Table of Contents

Item 1: Financial Statements.

DLT RESOLUTION, INC

Condensed Consolidated Balance Sheets

(Unaudited)

	September 30,2023			December 31,2022
	March 31,2024			December 31, 2023
ASSETS
Current assets
Cash and cash equivalents	$	~~194~~52,166		$	~~11,885~~727
Accounts receivable, net of allowance for doubtful accounts of $34,925 at September 30, 2023 and $0 at December 31, 2022		20,013			57,631
Accounts receivable		3,114			5,379
Other receivable		~~192~~39,~~410~~442			-205,357
Total current assets		212,617			69,516
Total current assets and assets	$	94,722		$	211,463
Intangible assets, net of accumulated amortization		93,349			139,848
Assets from discontinued operations		-			116,352
Total assets	$	305,966		$	325,716
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	~~144~~156,~~172~~550		$	~~211~~83,~~218~~898
Accounts payable, related party		15,887			15,000
Notes payables, related party		32,213			18,386
Interest payable, related party		61,697			56,210
Liabilities from discontinued operations		157,113			160,928
Related party payables		28,986			57,817
Total current liabilities and liabilities		345,876			263,212
Notes payables, related party		81,500			81,500
Notes payable, current portion		29,553			29,560
Liabilities from discontinued operations		-			746,365
Total current liabilities		361,795			1,197,670
Notes payable, net of current portion		5,000			5,000
Total liabilities		366,795			1,202,670
Stockholders’ deficit
Series A convertible preferred stock, $1.00 par value; 5,000,000 shares authorized; 0 issued and outstanding at September 30, 2023 and December 31, 2022		-			-
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; 64,000 issued and outstanding at September 30, 2023 and December 31, 2022		64,000			64,000
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; 27,314,561 issued; 23,499,561 outstanding at September 30, 2023 and December 31, 2022		27,315			27,315
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		~~206~~234,~~410~~168			14325,~~000~~122
Additional paid-in capital		67,~~946~~249,~~198~~281			67,~~946,198~~065388
Other comprehensive income		363,097			555,810
Accumulated other comprehensive income		94,165			9,990
Treasury stock, 3,815,000 shares as of September 30, 2023 and December 31, 2022, at cost		(5,300	)		(5,300	)
Accumulated deficit		(7,858,699	)		(7,479,059	)
Accumulated deficit		(7,662,549	)		(8,478,977	)
Total stockholders’ deficit		(251,154	)		(51,749	)
Total stockholders’ deficit		(60,829	)		(876,954	)
Total liabilities and stockholders’ deficit	$	94,722		$	211,463
Total liabilities and stockholders’ deficit	$	305,966		$	325,716
See accompanying notes to unaudited condensed consolidated financial statements.

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						Nine Months Ended
	Three Months endedMarch 31,
	September 30, 2023			September 30, 2022			September 30, 2023			September 30, 2022
	2024			2023
Revenues	$	34,113		$	61,474		$	107,023		$	168,048
Revenue	$	35,055		$	-
Cost of revenue and operating expenses
Cost of revenue		3024,~~628~~745			~~40,109~~-			~~64,066~~			~~115,368~~
General and administrative		4199,~~404~~163			~~17,926~~-			~~29,814~~			~~171,678~~
Depreciation and amortization		14,779			16,052			46,467			48,773
Total operating expenses		223,908			-
Total operating expenses		49,811			74,087			140,347			335,819
Loss from operations		(188,853	)		-
Loss from operations		(15,698	)		(12,613	)		(33,324	)		(167,771	)
Other income (expense)
Other income (expense)
Other income		5,412			-
Foreign exchange gain (loss)		9,802			8			9,681			22
Foreign exchange loss		(109,556	)		-
Gain on disposition of assets		35,149			—			845,557			—
Interest expense		(2,468	)		(1,829	)
Interest expense		(1,829	)		(1,829	)		(5,486	)		(10,723	)
Total other expense		(106,612	)		(1,829	)
Total other income (expense)		43,122			(1,821	)		849,752			(10,701	)
Net loss from continuing operations	$	(295,465	)	$	(1,829	)
Income (loss) from continuing operations		27,424			(14,434	)		816,428			(178,472	)
Net income from discontinued operations	$	-		$	1,265,454
Income (loss) from discontinued operations		—			(4,993	)		—			(964,902	)
Net (loss) income	$	(295,465	)	$	1,263,625
Net income (loss)	$	27,424		$	(19,427	)		816,428			(1,143,374	)
Other comprehensive income
Net (loss) income per share-basic and diluted	$	0.00		$	(0.00	)		0.03			(0.04	)
Foreign translation adjustment		(84,175	)		(72,407	)
Average number of shares of common stock outstanding		27,314,561			27,314,561			27,314,561			27,006,353
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.

~~Unaudited~~ Condensed Consolidated Statements of ~~Comprehensive~~Changes ~~Loss~~in Stockholders’ Deficit

	Three months endedSeptember 30,						Nine months ended September 30,
	Series B Preferred Stock						Common Stock						CommonStock			AdditionalPaid-in		OtherComprehensive			Accumulated
	2023			2022			2023			2022
	Shares			Amount			Shares			Amount			Subscribed			Capital		income			Deficit			Total
Net (loss) income	$	27,424		$	(19,427	)	$	816,428		$	(1,143,374	)
Balance, December 31, 2023		-		$	-			26,810,478		$	26,810		$	325,122		$	7,065,388	$	9,990		$	(7,479,059	)	$	(51,749	)
Other comprehensive income (loss)
Sale of common stock subscriptions		-			-			-			-			69,660			-		-			-			69,660
Foreign currency translation adjustment		(37,070	)		325,970			(192,713	)		808,321
Issuance of Common Stock for cash proceeds		-			-			3,120,418			3,121			(160,614	)		183,893		-			-			26,400
Total other comprehensive income (loss)		(37,070	)		325,970			(192,713	)		808,321
Foreign currency translation adjustment		-			-			-			-			-			-		84,175			(84,175	)		-
Comprehensive (loss) income	$	(9,646	)	$	306,543		$	623,715		$	(335,053	)
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 ~~Changes~~Cash ~~in Stockholders’ Deficit~~Flows

Nine Months Ended September 30, 2023
	Three Months Ended March 31,2024			Three Months Ended March 31,2023
	Series B Preferred Stock						Common Stock				CommonStock		AdditionalPaid-in		Treasury			OtherComprehensive			Accumulated			Non-Controlling
Cash flows from operating activities
	Shares			Amount			Shares		Amount		Subscribed		Capital		Stock			Income			Deficit			Interest		Total
Net (loss) income from continuing operations	$	(295,465	)	$	(1,829	)
Balance, January 1, 2023		64,000		$	64,000			27,314,561	$	27,315	$	14,000	$	6,946,198	$	(5,300	)	$	555,810		$	(8,478,977	)		-	$	(876,954	)
Adjustments to reconcile net loss to net cash used in operating activities
Foreign currency translation adjustment		-			-			-		-		-		-		-			(192,713	)		-			-		(192,713	)
Other income		(5,412	)		-
Sales of common stock subscriptions		-			-			-		-		192,410		-		-			-			-			-		192,410
Bad debt expense		256			-
Net income		-			-			-		-		-		-					-			816,428			-		816,428
Changes in operating assets and liabilities
Balance, September 30, 2023		64,000		$	64,000			27,314,561	$	27,315	$	206,410	$	6,946,198	$	(5,300	)	$	363,097		$	(7,662,549	)		-	$	(60,829	)
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	$	-		$	-

Nine Months Ended September 30, 2022
	Series B Preferred Stock				Common Stock				CommonStock		AdditionalPaid-in		Treasury			OtherComprehensive			Accumulated			Non-Controlling
	Shares		Amount		Shares		Amount		Subscribed		Capital		Stock			Income			Deficit			Interest		Total
Balance, January 1, 2022		64,000	$	64,000		26,926,287	$	26,926	$	14,000	$	6,762,010	$	(5,300	)	$	(182,345	)	$	(6,548,815	)		-	$	130,476
Sales of Common Stock		-		-		388,274		389		-		184,188		-			-			-			-		184,577
Loss on investment in Union Strategies Inc.																				(818,982	)				(818,982	)
Foreign currency translation adjustment		-		-		-		-		-		-		-			808,321			-			-		808,321
Net loss		-		-		-		-		-		-		-			-			(1,143,374	)				(1,143,374	)
Balance, September 30, 2022		64,000	$	64,000		27,314,561	$	27,315	$	14,000	$	6,946,198	$	(5,300	)	$	625,976		$	(8,511,171	)		-	$	(838,982	)

See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC.
Unaudited Condensed Consolidated Statements of Cash Flows
	Nine Months Ended September 30,2023			Nine Months Ended September 30,2022
Cash flows from operating activities
Income (loss) from continuing operations	$	816,428		$	(178,472	)
Adjustments to reconcile net loss to net cash used in operating activities
Gain on disposition of assets		(845,557	)		-
Depreciation and amortization expense		46,467			48,773
Bad debt expense		-			34,925
Changes in operating assets and liabilities
Accounts receivable		(67,821	)		(55,209	)
Interest payable, related party		5,486			7,315
Accounts payable and accrued liabilities		7,190			18,180
Accounts payable, related parties		23,507			(76,521	)
Net cash used in operating activities		(14,300	)		(201,009	)
Net cash used in investing activities		-			-
Cash flows from financing activities
Proceeds from sales of common stock		-			184,577
Net cash provided by financing activities		-			184,577
Net change in cash		(14,300	)		(16,432	)
Effect of exchange rate on cash		2,609			(3,936	)
Cash at beginning of period		11,885			29,782
Cash at end of period	$	194		$	9,414
Supplemental cash flow information
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-cash financing activities:
Common share subscription receivable	$	192,410		$	-
See accompanying notes to unaudited condensed consolidated financial statements.

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DLT RESOLUTION, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

~~September~~March 3031, ~~2023~~2024

Note 1 – Organization and ~~Significant~~Description ~~Accounting~~of ~~Policies~~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 ~~blockchain~~three ~~applications~~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~~Security & ~~compliance~~Compliance demands for HIPAA, PIPEDA and PHIPA.

InThe ~~April~~accompanying ~~2023,~~consolidated financial statements have been prepared assuming that the Company ~~acquired~~will ~~DLT~~continue ~~Telecom~~as a going concern, ~~Inc~~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 ~~newly~~significant ~~formed~~accumulated ~~Canadian~~deficit. ~~corporation~~In addition, ~~for~~the Company continues to experience negative cash flow from operations. These factors raise substantial doubt about the Company’s ability to continue as a ~~nominal~~going ~~amount~~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 ~~uses~~is ~~DLT~~not ~~Telecom~~able to secure adequate additional funding, ~~Inc~~the Company may be forced to make reductions in spending, extend payment terms with suppliers, and/or suspend or curtail commercialization activities. asAny ~~the~~of ~~successor~~these ~~entity~~actions ~~for~~could ~~its~~materially ~~operations~~harm ~~that~~the ~~were~~Company’s ~~conducted~~business, byresults ~~DLT~~of ~~Resolution~~operations, ~~Corp~~financial condition and future prospects.

~~The~~Note ~~accompanying~~2 ~~financial~~– ~~statements~~Summary 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~~Significant ~~uncertainty.~~Accounting ~~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.~~Policies

~~Interim Condensed Consolidated Financial Statements~~Estimates

The ~~accompanying~~preparation ~~unaudited~~of ~~condensed~~the consolidated financial statements ~~have been prepared~~ in ~~accordance~~conformity with ~~accounting principles~~ generally accepted inaccounting ~~the~~principles ~~United~~requires ~~States~~management ofto ~~America~~make ~~(“US~~estimates ~~GAAP”)~~ and inassumptions ~~conformity~~that ~~with~~affect the ~~instructions~~reported toamounts ~~Form 10-Q and Article 8~~ of ~~Regulation~~assets ~~S-X~~ and ~~the~~liabilities ~~related rules~~ and ~~regulations~~disclosure of ~~the~~contingent ~~Securities~~assets and ~~Exchange~~liabilities ~~Commission~~at (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the ~~disclosures~~date ~~included~~of ~~in these condensed consolidated financial statements are adequate to make~~ the ~~information presented not misleading. The unaudited condensed~~ consolidated financial statements ~~included~~and ~~in this document have been prepared on~~ the ~~same~~reported ~~basis~~amounts asof ~~the~~revenues ~~annual consolidated financial statements,~~ and inexpenses ~~our~~during opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the ~~nine~~reporting ~~months ended September 30, 2023 are not necessarily indicative of the results that we will have for any subsequent~~ period. ~~These~~Actual ~~unaudited~~results ~~condensed~~could ~~consolidated~~differ ~~financial~~from ~~statements should be read in conjunction with the audited consolidated financial statements and the notes to~~ those ~~statements for the year ended December 31, 2022 included in our Annual Report on Form 10-K as filed with the SEC on March 13, 2023~~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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Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

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 ~~September~~March 3031, 2024 and December 31, 2023, there were no uncertain tax positions that require accrual.

~~Net Income~~ Earnings (Loss) Per Share

~~Net~~Earnings ~~loss~~(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.

AsPrincipals of September 30, 2023 and December 31, 2022, the Company had 0 shares of Series A Convertible Preferred Stock issued and outstanding, which were previously convertible into 12,800 shares of the Company’s Common Stock.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.~~755744~~ 74 and 0.~~738989~~ 76 in effect at the balance sheet dates of ~~September~~March 3031, ~~2023,~~2024 and December 31, ~~2022~~2023, respectively. ~~Unaudited~~Statements ~~condensed consolidated statements~~ of operations amounts have been translated using the quarterly weighted average exchange rates of 0.~~724603~~ 74 and 0.71 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023,~~2024 and ~~0.775500 for the nine months ended September 30~~2023, ~~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). ~~Foreign currency transaction gains (losses) recognized for the nine-month periods ended September 30, 2023 and 2022 were $9,681 and $22, respectively.~~

Fair Value of Financial Instruments

Fair value of certain of the Company’s financial instruments including cash, ~~and~~account ~~cash equivalents~~receivable, ~~accounts~~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. 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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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 non-performance, 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.

~~Note~~Business ~~2 – Discontinued Operations~~Combinations

~~The~~We ~~Company~~allocate ~~suspended~~ the ~~operations~~fair value of ~~Union~~purchase ~~Strategies,~~consideration ~~Inc.~~to ~~(“USI”)~~the intangible ~~2022~~assets acquired, liabilities assumed and ~~recognizes~~intangible ~~its~~assets ~~activities~~acquired based on their estimated fair values as ~~discontinued~~of ~~operations~~the ~~within~~acquisition date. The excess of the ~~accompanying~~fair ~~unaudited~~value ~~condensed~~of ~~consolidated~~purchase ~~financial~~consideration ~~statements. All~~over ~~assets~~the ~~are~~fair ~~written~~values ~~off~~of these identifiable assets and ~~included~~liabilities inis recorded as goodwill to reporting units based on the ~~loss~~expected benefit from ~~discontinued~~the ~~operations~~business combination. InAllocation ~~2023~~of purchase consideration to identifiable assets and liabilities affects the amortization expense, as acquired finite-lived intangible assets are amortized over the ~~Company~~useful ~~sold~~life, ~~its~~whereas ~~100%~~any ~~ownership~~indefinite-lived ofintangible ~~USI~~assets, including goodwill, are not amortized. During the measurement period, which is not to aexceed ~~third~~one ~~party~~year ~~for~~from athe ~~nominal~~acquisition ~~payment~~date, ~~and~~we record adjustments to the ~~acquirer~~assets acquired and liabilities assumed, ~~all~~with the corresponding offset to goodwill. Upon the conclusion of ~~USI’s~~the ~~liabilities~~measurement onperiod, aany ~~nonrecourse~~subsequent ~~basis~~adjustments are recorded to earnings. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred.

OnRecent ~~March~~Accounting 15, 2023, the Company sold its 100% ownership of DLT Data Services Inc. to a third party for a nominal purchase price and has recognized its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements.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 – ~~Intangible~~Discontinued ~~Assets~~Operations

WeIn ~~amortize~~April ~~identifiable~~2024, ~~intangible~~the ~~assets~~Company onsold aits 100% ~~straight-line~~ownership ~~basis~~of ~~over~~DLT ~~their~~Resolution ~~estimated~~Corp. ~~useful~~to ~~lives~~a third party for a nominal payment. AsThe Company suspended the operations of ~~September~~Union 30Strategies, Inc. (“USI”) and DLT Data Service Inc. in 2022. In March 2023, the Company sold its 100% ownership of USI and ~~December~~DLT Data Services Inc. to a third party for a nominal payment. As a result, ~~2022~~DLT Resolution Corp., ~~identifiable~~DLT ~~intangibles~~Data ~~were~~Services Inc. and USI are recognized as ~~follows~~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:

	September 30,2023			December 31, 2022
	2024			2023
Developed technology	$	299,224		$	299,291
Assets
Customer relationships		96,047			96,069
Cash	$	-			1,862
Domain and trade name		3,694			3,695
Accounts receivable		-			25,289
Non-compete		34,725			34,732
Intangible assets	$	-		$	-
Accumulated amortization		(340,341	)		(293,939	)
Total assets		-			27,151
Total intangible assets, net	$	93,349		$	139,848
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

~~Expected~~Liabilities ~~future~~from ~~amortization~~discontinued ~~expense~~operations ~~related~~include a loan payable to ~~identifiable~~the ~~intangibles~~Government ~~based~~of onCanada, ~~our~~which ~~carrying~~launched ~~amount~~CEBA asto assist businesses during the challenges during the COVID period by providing interest-free unsecured loans. As of ~~September~~March 3031, ~~2023~~2024 ~~for~~and ~~the~~December ~~following~~31, ~~five~~2023, ~~years~~the isCompany carries as ~~follows~~a ~~(in~~$29,580 and ~~thousands):~~$30,298 outstanding balance, respectively.

For the Twelve Months ended September 30,
2024	$	62,000
2025		31,349
	$	93,349

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

OnWe ~~August~~issued 1,note ~~2017,~~payable ~~the~~as ~~Company~~settlement ~~issued~~for aconsulting ~~non-interest~~services. ~~bearing~~The ~~$5,000~~ note ~~payable~~carries ~~due~~interest onof 9% ~~July~~compounded 1annually, ~~2019~~is todue aon ~~third~~demand ~~party~~and inhas ~~exchange~~an ~~for~~outstanding ~~Company~~balance ~~Common~~of ~~Stock~~$26,153 and ~~held~~$25,578 as byof ~~the~~March ~~third~~31, ~~party.~~2024 Asand ofDecember ~~September 30~~31, 2023, ~~the note is unpaid~~respectively.

~~Note~~We 5issued –a ~~Stockholders’~~$10,000 ~~Deficit~~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.

Common stock subscribed

During the nine months ended September 30, 2023, the Company sold subscriptions to purchase 4,878,503 shares for $192,410. The Company sold a subscription to purchase 14,000 shares of its Common Stock for $14,000 on April 24, 2020. To date, the shares have not been issued to the purchaser.

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Note 65 – ~~Related~~Stockholders’ ~~Party Transactions~~ Equity

InSeries ~~connection~~A ~~with~~Convertible ~~the~~Preferred sales of stock subscriptions, the Company directed the proceeds to be deposited into DLT International, Inc., a Company controlled by the Company’s Chief Executive Officer, for the purposes of safekeeping. The funds were used subsequent to September 30, 2023 to pay the Company’s operating expenses. In January 2024, DLT International, Inc. became a wholly-owned subsidiary of the Company. Stock

The Company ~~paid~~is ~~$23~~authorized to issue up to 5,~~949~~000,000 shares ~~and~~of $0Series ~~for~~A ~~the~~Convertible ~~services~~Preferred ofStock. ~~the~~The ~~Company’s~~Series ~~directors~~A orConvertible ~~executives~~Preferred ~~during~~Stock can be converted to common shares at the ~~nine~~option ~~months~~of ~~ended~~the ~~September~~holder ~~30,~~at ~~2023~~a ~~and~~rate ~~2022,~~of ~~respectively~~$1 per share.

AsThere ofwere ~~September~~Nil ~~30,~~shares ~~2023~~of ~~and,~~Series ~~the~~A ~~Company~~convertible ~~had~~preferred anstock ~~outstanding~~issued ~~payable~~and tooutstanding ~~related~~as ~~parties~~ of ~~$28,986~~March ~~compared to $57~~31,~~817~~ at2024 and December 31, ~~2022~~2023. ~~The obligations are unsecured, non-interest bearing, due on demand and payable in Canadian dollars.~~

~~The~~Series ~~Company~~B ~~has~~Convertible aPreferred 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 September 30, 2023 and December 31, 2023, $81,500 of principal and $61,697 and $56,210, of accrued interest was due, respectively.Stock

~~Note~~The 7Company –is ~~Concentrations~~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.

~~During~~Common the nine-month periods ended September 30, 2023 and September 30, 2022, no single customer accounted for more than 10% of total revenue for the respective periods. As of September 30, 2023 and December 31, 2022, no customer had an outstanding accounts receivable balance that was 10% of our total accounts receivable at that time.Stock

~~Note~~During 8the –three ~~Commitments~~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 ~~Contingencies~~subsequently used the funds during 2024 to pay certain operating expenses on behalf of the Company.

AOf ~~Canadian subsidiary of~~ the ~~Company~~6,919,916 ~~incurs~~shares ~~employer~~of ~~payroll~~restricted ~~taxes~~common ~~and~~stock ~~withholds~~sold ~~payroll~~during ~~taxes~~2023, ~~from employee compensation and is required to remit~~ the ~~funds~~Company toissued 999,751 shares ~~Canadian~~in ~~government~~2023, 5,033,251 shares ~~authorities~~in on2024, ~~a timely basis. The subsidiary has not remitted the payroll taxes~~ and 820,248 shares ~~carries~~through the ~~obligation~~date 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 and has garnished amounts from the DLT Resolution Corp. bank account. No provision on the balance sheet is carried for the possible assessment of ~~penalties~~these ~~and~~consolidated ~~interest. Management estimates that the amount of a potential assessment would not be material to the~~ financial statements asin of2025. ~~September~~The 30remaining 66,666 shares ~~2023~~are ~~and~~to ~~the~~be ~~nine months then ended~~issued.

~~The~~Note ~~Company~~6 ~~charges~~– ~~and~~Income 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 of September 30, 2023 and the nine months then ended.Taxes

~~Note~~We 9did –not ~~Subsequent~~provide ~~events~~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.

On December 21, 2023, the Company issued 2,166,667 shares of Common Stock in exchange for 64,000 shares Series B convertible Preferred Stock.

On January 1, 2024, the Company acquired 100% ownership of DLTI International Inc., an Ontario corporation that was owned by the Company’s Chief Executive Officer, for nominal consideration.

The Company issued 5,000,000 shares of Common Stock for services in connection with an employment agreement with the Company’s Chief Executive Officer and 2,500,000 shares in connection with a consulting agreement.

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 6,013,900 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 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.

In April 2024, the Company issued 5,000,000 shares of its Common Stock as compensation for services performed by the Company’s chief executive officer.

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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.

~~SPECIAL~~The ~~NOTE~~following ~~ABOUT~~discussion ~~FORWARD~~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-~~LOOKING~~K ~~STATEMENTS~~for the fiscal year ended December 31, 2023 filed on March 26, 2025.

This Quarterly Report on Form 10-Q contains forward-looking statements that have been made pursuant to the provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are based on current expectations, estimates, and projections about DLT Resolutions’ industry, management’s beliefs, and certain assumptions made by management. Forward-looking statements include our expectations regarding product, services, and maintenance revenue, annual savings associated with the organizational changes effected in prior years, and short- and long-term cash needs. In some cases, words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “estimates,” variations of these words, and similar expressions are intended to identify forward-looking statements. The statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. Risks and uncertainties of our business include those set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 13, 2023, under “Item 1A. Risk Factors” as well as additional risks described in this Form 10-Q. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of new information, future events, or otherwise. However, readers should carefully review the risk factors set forth in other reports or documents we file from time to time with the Securities and Exchange Commission, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.

Overview

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.

Recent Developments

In 2022, 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, 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. In connection with the sale, the Company received 2,000,000 shares of its Common Stock held by an individual who sold USI shares to the Company in January 2020. Following the receipt of the 2,000,000 shares, the Company has 24,926,287 shares outstanding.

On March 15, 2023, the Company sold its 100% ownership of DLT Data Services Inc. to a third party for a nominal purchase price and has recognized its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements.

In April 2023, the Company formed DLT Telecom, Inc., a Canadian corporation. The Company is using DLT Telecom, Inc. as the successor entity for its operations that were conducted by DLT Resolution Corp.

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The Company issued 2,500,000 shares of Common Stock for services in connection with an employment agreement dated November 1, 2023.

On December 21, 2023, the Company issued 2,166,667 shares of Common Stock in exchange for 64,000 shares Series B convertible Preferred Stock.

On January 1, 2024, the Company acquired 100% ownership of DLTI International Inc., an Ontario corporation that was owned by the Company’s Chief Executive Officer, for nominal consideration.

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

In April 2024, the Company issued 5,000,000 shares of its Common Stock as compensation for services performed by the Company’s Chief Executive Officer and 2,500,000 shares of its Common Stock as compensation for services performed by a consultant.

Revenues

Revenues for the three months ended ~~September~~March 3031, ~~2023~~2024 and ~~2022~~2023 were $3435,~~113~~055, ~~and~~all of which were generated by DLT Telecom, Inc. For the three months ended March 31, 2024, revenues were $6146,~~474~~529, ~~respectively~~all of which were generated by DLT Resolution Corp., a discontinued operation. The decrease resulted primarily from ~~our operating company~~ having fewer customers and less revenue per customer in the three months ended ~~September~~March 3031, ~~2023~~2024.

Revenues for the nine months ended September 30, 2023 and 2022 were $107,023 and $168,048, respectively. The decrease resulted primarily from our operating company having fewer customers and less revenue per customer in the nine months ended September 30, 2023.

Cost of Revenue

Cost of revenue for the three months ended ~~September~~March 3031, ~~2023~~2024 ~~and 2022~~ were $3024,~~628~~745, ~~and~~all ~~$40~~of which were incurred by DLT Telecom,~~109,~~ ~~respectively~~Inc. ~~The~~For ~~dollar~~the ~~decrease~~three ~~resulted~~months ~~primarily~~ended ~~from~~March ~~the~~31, ~~reduction~~2024, incost of revenue ~~and~~was ~~costs~~$21,837, ~~corresponding~~all toof ~~that~~which ~~reduced~~were ~~revenue~~incurred by DLT Resolution Corp., a discontinued operation.

Cost of revenue for the nine months ended September 30, 2023 and 2022 were $64,066 and $115,368, respectively. The dollar decrease resulted primarily from the reduction in revenue and costs corresponding to that reduced revenue.

General and Administrative

General and administrative expense was $4199,~~404~~163 ~~and~~for ~~$17~~the three months ended March 31,~~926~~ ~~for~~2024. For the three months ended ~~September~~March 3031, 2023, general and ~~2022~~administrative expense was $31,036, ~~respectively~~all of which wa incurred by DLT Resolution Corp. , a discontinued operation. The ~~decrease~~increase isin general and administrative expense was primarily due to athe ~~$72,336~~costs ~~decrease~~incurred in ~~professional~~2024 ~~fees~~to reduce the backlog in our accounting and audit our 2022 and 2023 financial statements.

General and administrative expense was $29,814 and $171,678 for the nine months ended September 30, 2023 and 2022, respectively. The decrease is primarily due to a $75,252 decrease in professional fees.

Depreciation and Amortization

Depreciation and amortization expense was $14,779 and $16,052 for the three months September 30, 2023 and 2022, respectively.

Depreciation and amortization expense was $46,647 and $48,773 for the nine months September 30, 2023 and 2022, respectively.

Other Expense

~~The~~We ~~Company~~realized ~~had~~a ~~net~~foreign exchange loss of $109,557, other income $5,412 and interest expense of $432,~~122~~468 ~~and~~for ~~net~~the three months ended March 31, 2024 compared to a foreign exchange loss of Nil, other income of Nil and interest expense of $1,~~821~~842 for the three months ended ~~September~~March 3031, 2023 ~~and 2022~~.

~~The~~Net ~~Company~~(Loss) ~~had~~from ~~net~~Continuing other income of $849,752 for the nine months ended September 30, 2023 and other expense of $10,701 for the nine months ended September 30, 2022. In the nine months ended September 30, 2023, the Company sold Union Strategies, Inc. and DLT Data Services Inc. and recognized a $845,557 gain on the sales.Operations

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

~~The~~Net ~~Company~~Income ~~had a loss~~ (Loss) from ~~discontinued~~Discontinued ~~operations of $0 and $4,993 for the three-month periods ended September 30, 2023 and 2022, respectively. USI and DLT Data did not operate in 2024 and incurred no losses.~~Operations

~~The~~For ~~Company~~the ~~had~~three amonths ~~loss~~ended ~~from~~March ~~discontinued~~31, ~~operations~~2024, we generated net income of $0Nil ~~and~~from ~~$964,902~~discontinued ~~for~~operations. For the ~~nine-month~~year ~~periods~~ ended ~~September~~December 3031, 2023 ~~and 2022~~, ~~respectively. USI~~we ~~and~~generated ~~DLT~~$1,265,454 ~~Data~~of ~~did~~net ~~not~~income ~~operate~~from indiscontinued ~~2024 and incurred no losses~~operations.

14Net ~~Table~~Income ~~of Contents~~(Loss)

~~Net~~We ~~income~~generated a (~~loss~~$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.

The Company had net income of $27,424 for the three-month period ended September 30, 2023 and a net loss of $19,427 for the three-month period ended September 30, 2022. The decrease in the net loss is primarily due to decreases in professional fees and the loss from discontinued operations.

The Company had net income of $816,428 for the nine months ended September 30, 2023, and a net loss of $1,143,374 for the nine months ended September 30, 2022. The decrease in net loss in the current year primarily resulted from the $845,557 gain from sales of Union Strategies, Inc. and DLT Resolution Corp. loss and a $0 loss from discontinued operations in the nine months ended September 30, 2023, as compared to $964,902 for the nine months ended September 30, 2022.

Liquidity and Capital Resources

As of ~~September~~March 3031, ~~2023~~2024, we had total current assets of $~~212~~94,~~617~~722 and current liabilities of $~~361~~345,~~795~~876 creating a working capital deficit of $~~149~~251,~~178~~154. As of December 31, ~~2022~~2023, we had $~~11,885~~727 of cash on hand and total liabilities of $1263,~~202,670~~212. We must secure additional funds in order to continue our business.

Net cash used in operating activities was ($1416,~~300~~670) during the ~~nine~~three months ended ~~September~~March 3031, ~~2023,~~2024 compared to ~~net cash used of~~ ($~~201~~161,~~009~~881) for the same period in ~~2022~~2023. ~~with~~Net ~~the~~cash ~~decrease~~used ~~primarily~~in ~~attributed~~discontinued tooperating activities was ($3,815) for the ~~decrease~~three months ended March 31, 2024 compared to $158,278 in ~~the~~net ~~loss~~cash ~~from~~provided ~~continuing~~by discontinued operations for the ~~comparable~~three ~~nine-month~~months ~~periods~~ended March 31, 2023.

No15 ~~cash~~Table ~~was~~of ~~used in investing activities during the nine-month periods ended September 30, 2023 and 2022.~~Contents

~~During~~No ~~the~~cash ~~nine~~was ~~months~~used ~~ended~~in ~~September~~investing ~~30, 2023, the Company provided no cash from financing~~ activities. ~~During~~during the ~~nine~~three months ended ~~September~~March 3031, ~~2022,~~2024 ~~the~~and ~~Company generated $184,577 of cash from financing activities by selling shares of Common Stock~~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.

15 Table of Contents

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.

16Management ~~Table~~assessed the effectiveness of ~~Contents~~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.

~~Management~~As ~~assessed the effectiveness~~ of ~~our~~March ~~internal control over financial reporting as of September 30, 2023. In assessing the effectiveness of our internal control over financial reporting as of December~~ 31, ~~2022~~2024, ~~our~~the ~~management~~Principal ~~used~~Executive ~~the~~Officer/Principal ~~criteria~~Financial ~~set~~Officer ~~forth~~identified by the ~~Committee~~following ofspecific ~~Sponsoring~~material ~~Organizations~~weaknesses ofin the ~~Treadway~~Company’s ~~Commission (2013 framework). Based on its assessment, management concluded that our~~ internal ~~control~~controls over its financial reporting ~~as of September 30, 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.~~processes:

As· ofPolicies ~~September~~and ~~30,~~Procedures ~~2023,~~for the ~~Principal~~Financial ~~Executive~~Close ~~Officer/Principal~~and ~~Financial~~Reporting ~~Officer~~Process ~~identified~~— Currently there are no policies or procedures that clearly define the ~~following~~roles ~~specific~~in ~~material~~the ~~weaknesses~~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:.

·	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 nine months ending September 30, 2023, 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 nine months ended September 30, 2023 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

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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.

1819 Table of Contents

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

1920 Table of Contents

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/ ~~Drew~~Shaun ~~Reid~~Power
	Drew Reid	~~Drew~~Shaun ~~Reid~~Power
	President and Chief Executive Officer	Chief Financial Officer~~, Secretary and Treasurer~~
	(Principal Executive Officer)	(Principal Financial Officer)
	July 16, 2024	July 16, 2024
	October 9, 2025	October 9, 2025

2021

Filing Compare · DLT Resolution Inc.