UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON,Washington, D.C. 20549

FORM 10-K

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2015

Commission File Number: 333-148546

HEMCARE HEALTH SERVICES INC.

(FORMERLY NSU RESOURCES INC)

(Exact name of registrant as specified in its charter)2018

Commission File Number:333-148546

4830 W. Kennedy Blvd., Suite 600, Tampa, FL 33609(702) 796-6363

(Address of principal executive offices, including zip code)

(844) 4-HEMCARE, (844) 4-436-2273

(Registrant'sRegistrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act: 

Common Stock, $0.001 par value per share

Indicate by check mark if the registrant is a well-knownwell‑known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨o No x

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

Indicate by check mark whether the registrant: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 xNo o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 and post such files). Yes x    No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-KS‑K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant'sregistrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K10‑K or any amendment to this Form 10-K. 10‑K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of "large“large accelerated filer," "accelerated” “accelerated filer,"” “smaller reporting company,” and "smaller reporting company"“emerging growth company” in Rule 12b-212b‑2 of the Exchange Act. (Check one):

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. x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-212b‑2 of the Exchange Act). Yes o ☐     No x

The aggregate market value of voting and non‑voting common equity held by non‑affiliates of the registrant as of June 29, 2018 was approximately $7,008,280 (based on a closing sale price of $0.49 per share as reported for the NASDAQ Global Select Market on June 29, 2018). For purposes of this calculation, shares of common stock held by officers, directors and their affiliated holders and shares of common stock held by persons who hold more than 10% of the outstanding common stock of the registrant have been excluded from this calculation because such persons may be deemed to be affiliates. This determination of executive officer or affiliate status is not necessarily a conclusive determination for other purposes.

As of May 23, 2016 the issuer had 142,162,211September 04, 2019, 20,890,537 shares of common stock issued and 141,782,211 shares of common stockthe registrant’s Common Stock, $ 0.001 par value, were outstanding.

INDEX

DLT RESOLUTION, INC.

INDEX

(FORMERLY HEMCARE HEALTH SERVICES, INC.)

(FORMERLY NSU RESOURCES INC)

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PART I.

Cautionary Note

This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are subject to a number of risks and uncertainties. All statements that are not historical facts are forward-looking statements, including statements about our business strategy, the effect of Generally Accepted Accounting Principles ("GAAP") pronouncements, uncertainty regarding our future operating results and our profitability, anticipated sources of funds and all plans, objectives, expectations and intentions and the statements regarding future potential revenue, gross margins and our prospects for fiscal 2009.2019. These statements appear in a number of places and can be identified by the use of forward-looking terminology such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "future," "intend," or "certain" or the negative of these terms or other variations or comparable terminology, or by discussions of strategy.

Actual results may vary materially from those in such forward-looking statements as a result of various factors that are identified in "Item 1A.—Risk Factors" and elsewhere in this document. No assurance can be given that the risk factors described in this Annual Report on Form 10-K are all of the factors that could cause actual results to vary materially from the forward-looking statements. References in this Annual Report on Form 10-K to (i) the "Company," the "Registrant," "Hemcare Health Services""DLT” "we," "our," "HCRE,"“DLTI,” and "us" refer toDLT Resolution Inc. (formerly HCRE, Hemcare Health Services Inc. (formerly NSU Resrouces, Inc.).

Investors and security holders may obtain a free copy of the Annual Report on Form 10-K and other documents filed by Hemcare Health ServicesDLT Resolution Inc. with the Securities and Exchange Commission ("SEC") at the SEC's website at http://www.sec.gov. Free copies of the Annual Report on Form 10-K and other documents filed by Hemcare Health ServicesDLT Resolution Inc. with the SEC may also be obtained from Hemcare Health ServicesDLT Resolution Inc. by directing a request to DLT Resolution Inc., Attention: John Wilkes. 5940 S. Rainbow Blvd, Ste 400-32132, Las Vegas, NV 89118 or tel. 1 (702) 796-6363

ITEM 1BUSINESS.

General

DLT Resolution Inc. (formerly Hemcare Health Services Inc., Attention: John Wilkes 3800 Paddock Road, R.R. #5, Claremont, Ontario, Canada L1Y 1A2.

General

Hemcare Health Services Inc. (formerly NSU Resources Inc) (") (“The Company"Company”) was incorporated on January 17, 2007, under the laws of the State of Nevada. The principal offices are located at 4830 W. Kennedy Blvd., Suite 600, Tampa, FL 33609.5940 S. Rainbow Blvd, Ste 400-32132, Las Vegas, NV 89118. The telephone number is (844) 4-436-2273.1 (702) 796-6363. The Company has never declared bankruptcy and it has never been in receivership, and it has never been involved in any legal action or proceedings.receivership. Our fiscal year end is December 31.

Description of Business

DLT Resolution Inc. (“DLT”) currently operates in three high-tech industry segments: Blockchain Applications; Telecommunications; and Data Services which includes Image Capture, Data Collection, Data Phone Center Services, and Payment Processing. Its clients represent some of the top businesses from a variety of sectors. Additionally, the Company formed a wholly-owned Canadian subsidiary to carry on business in Canada on effective November 23, 2017 and acquired A.J.D. Data Services on January 21, 2018. The Company's business planCompany offers secure data management, Information Technology (IT) and objectiveother telecommunications services in Canada and the United States. DLT Resolution helps organizations that have invoices, ledgers, statements, applications, surveys, employee and customer rewards programs and a wide range of other non-core functions benefit from data management. DLT Resolution also operates a Health Information Exchange providing the ability to request and retrieve medical information & records while meeting all of today's Security & Compliance demands for HIPAA, PIPEDA and PHIPA. Through RecordsBank.org, the Company offers an easy to use online gateway to its centralized system for patients, lawyers and insurers to retrieve and access medical records. The Company is preparing to focuslaunch a Distributed Ledger Technology “Blockchain” version of the service placing electronic health records on hemorrhoid medical procedures for which it entered into a license agreementthis secure platform. The Company has finished making the “Blockchain” but has yet to open hemorrhoid treatment centers and promotelaunch the Ultroid Hemorrhoid System globally.initiative yet. The Company expects to launch this initiative during the third calendar quarter of 2019.

Employees

Currently there are no employees of the Company; however, several other employees will be needed to implement the Company's business plan.  

Research and Development Expenditures

SinceAs a result of the time of our incorporation we have not incurred any research or development expenditures.

Business Strategy

Duringbusiness combination with 1922861 Ontario Inc. in the second quarter of 2014,2018 i.e. April 12, 2018, our business now includes vital customers within the Resolution Telecom business. The Resolution Telecom business has been providing a wide range of innovative solutions that are reliable, scalable and flexible to hundreds of Canadian businesses for more than two decades. The Company’s infrastructure solutions are delivered as a monthly service with substantial flexibility in the packaging and the delivery to ensure the solution is one that best meets each business’s needs.

At the core of its offerings, Resolution Telecom Hosted PBX provides customers with cloud-based technology and infrastructure for IP voice communications at a significant savings over on premise solutions. Customers have the flexibility to utilize all the features such as voicemail to email, email transcription, call recording, CRM integration, remote workers, and mobile user apps without the capital expenditure of a traditional legacy system. By offering a truly supported hosted PBX platform, customers no longer require the expense of technicians making programming changes or deploying on site hardware.

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

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

Additionally, the Company exitedformed a wholly owned Ontario subsidiary DLT Data Services Ltd. to carry on business in December 2018. However, no operations have been conducted in this subsidiary during the Rare Earth Elements business. As part of this exit,year ended December 31, 2018.

DLT operates in Canada through its wholly owned subsidiary DLT Resolution Corp., its majority owned subsidiary A.J.D. Data Services Ltd. and a wholly owned subsidiary DLT Data Services Ltd. formed in December 2018.

Additionally, on January 14, 2019, the Company assignedsold 70 of the exclusive license issued from 1776729 Ontario Corporation, a related party, for rare earth extraction80 shares purchased in A.J.D. Data Services Ltd and carbon credit technologies to its former officer for $100, thus terminating the Company's license in the technologies. Additionally, a full and mutual release was signed by the Company and Great Rock Development Corp. pertaining to the rare earth extraction technology use as described in the Company's Form 8K filed on April 29, 2013.

On June 29, 2014 the Company was granted the perpetual exclusive rights to the use of Optimum Performance (a proprietary formulation of a highly potent all-in-one daily feed supplement for the Horse industry. In consideration for the assignment of these rights, the Company will paycontinue to hold a gross sales royalty10% interest in AJD Data.

Employees

Currently there are 8 employees of 1.5%the Company through its wholly owned subsidiaries. Management works at the pleasure of the board and for the foreseeable future, additional work on future salesits development efforts are to be contracted out.

Research and agreed to pre-pay royalties by the issuance of 120,000 Preferred Series A 12% Convertible shares to 2412151 Ontario Limited.Development Expenditures

During the year ended December 31, 2015,2018, the Company shifted its business focushas not incurred any research expenses.

Business Strategy

DLT Resolution’s strategy is to hemorrhoid medical proceduresprovide secure data management to organizations large and enteredsmall across Canada and the USA. Included with data management are telecom and other IT solutions to assist organizations with offloading burdensome back office services and thus helping clients achieve operational efficiency.

Through the deployment of the Company’s Distributed Ledger Technology “Blockchain” solution, DLT aims to leverage our offerings adding benefits previously unattainable in the marketplace.

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Distributed Ledger Technology “Blockchain”

Our Distributed Ledger Technology “Blockchain” permits trust to be intrinsically embedded into a license agreementtechnological solution, enabling smooth partnerships and transactions dramatically reducing friction between stakeholders. Our solutions focus primarily within the Health Information Exchange and Telecommunications space.

Workflow Automation

Distributed Ledger Technology “Blockchain” enabled trust improves coordination between various partners, due to open hemorrhoid treatment centersa shared view of transactions and promoteliabilities. This in turn permits the Ultroid Hemorrhoid System globally. In considerationelimination of third parties, resulting in cost savings

Audit Trail

Facilitates a single view of data instead of the need for the transfer of these rightsconsolidation across various disparate systems. Resulting in reliable audit trails due to the Company, it issued 100,000 shareshistory of series A preferred convertible stock.all transactions being available in the ledger.

Data Privacy

Provable privacy protects clients’ data from being visible to unauthorized parties in compliance with all of today's HIPPA requirements

Revenue Assurance

Implementation of smart contracts allows for near-instantaneous charging, thus leading to improved revenue assurance and fraud reduction.

Health Information Exchange

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

Addressing a $7 Billion a Year Problem

In national terms, across the U.S., hospitals spend more than $7 billion annually on customer intake. More than $7 billion, before any sort of medical procedure is done; before a patient even steps out of a waiting room, representing an incredible amount of time and money spent on intake administration.

Despite the adoption of electronic health records (EHR) and health information exchanges (HIE), providers are still mailing and faxing paper records because they have no PIPEDA or HIPAA compliant method to exchange records electronically with these third-party requestors. Based on our research, the Company estimates the current method of exchanging patient health information may cost a single clinician practice approximately $17,000 per year. 

The Company aims to remove these substantial burdens both on an administrative and financial basis. People or firms simply use our secure online request form, pay a small service fee and the Company retrieves, digitizes and stores the records. At this point the requesting client can access the record globally 24 hours a day - 7 days a week to view it or transfer it securely. In fact clients can upload any new records to consolidate and keep all of their records securely in one place.

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Reports to Security Holders

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

Factors Affecting Future Operating ResultsITEM 1ARISK FACTORS

This Annual Report on Form 10-K contains forward-looking statements concerning our future programs, expenses, revenue, liquidity and cash needs as well as our plans and strategies. These forward-looking statements are based on current expectations and we assume no obligation to update this information, except as required by applicable laws and regulations. Numerous factors could cause actual results to differ significantly from the results described in these forward-looking statements, including the following risk factors.Not Applicable

Because our auditors have issued a going concern opinion, there is substantial uncertainty we will continue activities in which case you could lose your investment.ITEM 1BUNRESOLVED STAFF COMMENTS

Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an ongoing business for the next twelve months. As such we may have to cease activities and you could lose your investment.

We currently do not have adequate funds to cover the costs associated with maintaining our status as a Reporting Company.

The Company currently has no cash available.  This amount will not be enough to pay the legal, accounting, and filing fees that is required to maintain our status as a reporting company, which is currently estimated at $20,000 for fiscal year 2016.  If we can no longer be a reporting company our common stock would no longer be eligible for quotation on the Over-the-Counter Bulletin Board.  This would result in there being no public market for an investor to trade our common stock and any investment made would be lost in its entirety.

We lack an operating history and have losses which we expect to continue into the future. As a result, we may have to suspend or cease activities, which would result in a complete loss of any investment made into the Company.

We were incorporated on January 17, 2007 and we have not started our proposed business activities or realized any revenues. We have no operating history upon which an evaluation of our future success or failure can be made. As of December 31, 2015 our net loss since inception is $3,254,352.  Based upon current plans, we expect to incur operating losses in future periods. Failure to generate revenues will cause us to suspend or cease activities.

If we are able to complete financing through the sale of additional shares of our common stock in the future, then shareholders will experience dilution.

The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders. This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.

Because there is currently a limited public trading market for our common stock, you may not be able to resell your stock.

Although our common stock is quoted on the Over-the-Counter Bulletin Board (OTCBB) the market is limited. If a market does not develop there would be no central place, such as stock exchange or electronic trading system to resell your shares.

Because our securities are subject to penny stock rules, you may have difficulty reselling your shares.

Our shares are penny stocks are covered by, and subject to, section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.

We are subject to the requirements of section 404 of the Sarbanes-Oxley Act. If we are unable to timely comply with section 404 or if the costs related to compliance are significant, our profitability, stock price and results of operations and financial condition could be materially adversely affected.

We are required to comply with the provisions of Section 404 of the Sarbanes-Oxley Act of 2002, which require us to maintain an ongoing evaluation and integration of the internal controls of our business. We were required to document and test our internal controls and certify that we are responsible for maintaining an adequate system of internal control procedures for the year ended December 31, 2015.

We evaluated our existing controls for the year ended December 31, 2015. Our Chief Executive Officer identified material weaknesses, specifically a poor segregation of duties, in our internal control over financial reporting and determined that we did not maintain effective internal control over financial reporting as of December 31, 2015. The identified material weaknesses did not result in material audit adjustments to our 2015 financial statements; however, uncured material weaknesses could negatively impact our financial statements for subsequent years.

In addition, a material weakness in the effectiveness of our internal controls over financial reporting could result in an increased chance of fraud and the loss of customers, reduce our ability to obtain financing and require additional expenditures to comply with these requirements, each of which could have a material adverse effect on our business, results of operations and financial condition.

Further, we believe that the out-of-pocket costs, the diversion of management's attention from running the day-to-day operations and operational changes caused by the need to comply with the requirements of Section 404 of the Sarbanes-Oxley Act could be significant. If the time and costs associated with such compliance exceed our current expectations, our results of operations could be adversely affected.

There may be conflicts of interest between our management and our non-management stockholders.

Conflicts of interest create the risk that management may have an incentive to act adversely to the interests of other investors. A conflict of interest may arise between our management's personal financial interests and the fiduciary duty to our stockholders. Further, our management's own financial interests may at some point compromise their fiduciary duty to our stockholders. John Wilkes and James Cao, who are the Company's sole officers and a majority of its directors, continue to be involved in businesses that operate and commercialize technologies that are similar or related to the Company's, although those businesses exploit and seek to exploit different applications and opportunities. In addition, although it is anticipated that these individuals will spend significant time and effort developing our business, it is possible that they will be exposed to business or employment opportunities that would conflict with the interests of the Company, or cause them to reduce their efforts on the Company's behalf or to entirely cease working with the Company. If we and any other businesses with which our officers are involved wish to take advantage of the same opportunity, then the officer and director that is affiliated with both companies would abstain from voting upon the opportunity.

Future success is highly dependent on the ability of management to further develop and implement a business plan, and secure customers.

The nature of our operations is highly speculative and there is a consequent risk of loss of your investment. The success of our activities will depend on the availability of finances, opportunities relating to carbon trading, offset and reduction regimes, greenhouse gas emission reduction programs, government regulations and economic conditions in the forestry and timber industries. As we have no operating history or revenue and only minimal assets, there is a risk that we will be unable to consummate a business combination. The Company has had no recent operating history and no revenues or earnings from operations since inception. We have no significant assets or financial resources. We will, in all likelihood, sustain operating expenses without realizing significant revenues for the foreseeable future, at least until the market opportunities for the Company's services and technology develops and the demand for our services becomes more proven and regular. This will likely result in our incurring net operating losses for the foreseeable future. We cannot assure that our business will develop as hoped, or that it will become profitable.

Our business may have no revenues for the foreseeable future.

We have had no revenues from operations. Although the technologies offer potential, we may not realize any revenues unless and until we successfully develop a revenue stream from the use of existing licenses.

We may issue more shares to raise additional capital, and permit the development of the Company's business.

As a result, the shareholdings of current shareholders may be diluted. Our Articles of Incorporation authorizes the issuance of a maximum of 275,000,000 shares of common stock. We may issue additional shares from time to time to raise the capital that we anticipate will be required to further develop our business. Any share issuance would be subject to compliance with applicable securities laws and subject to that limitation, unless our Articles of Incorporation are amended with approval of our stockholders. This may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued from time to time may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our Board of Directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially and adversely affected.

There is limited public market for our Common Stock, and we have never paid dividends on our Common Stock.

There is limited public trading market for our common stock which is listed on OTCQB: HCRE and none is expected to develop until our business develops further. Additionally, we have never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future. We anticipate that any funds available for payment of dividends will be re-invested into the Company to further its business strategy. Moreover, a significant number of unregistered securities may not become traded. Pursuant to the Securities Act of 1933, as amended (the "Securities Act") and any other applicable securities laws or regulations these restrictions will limit the ability of our stockholders to liquidate their investment.

Limited Operating History; Need for Additional Capital.

Although the Company draws on the expertise on the principals who have been operating private businesses in the renewable energy and forestry sectors, there is no pertinent historical financial information for the Company upon which to base an evaluation of our performance. Our assets and business have not yet generated substantial or recurring revenues. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services. We will require additional financing to cover costs that we expect to incur over the next twelve months. We believe that debt financing will not be an alternative for funding our operations as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or other securities. However, we cannot provide any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our plan of operations. In the absence of such financing, we will not be able to continue and our business plan will fail.

Our common stock is subject to the "penny stock" rules of the SEC and the trading market in our securities is limited, which makes transactions in our stock cumbersome and may reduce the value of an investment in our stock.

The Securities and Exchange Commission has adopted certain rules under the Securities Exchange Act of 1934, as amended (the "Exchange Act") that are applicable to "penny stocks". For the purposes relevant to us, a "penny stock" is any equity security that has a market price of less than $5.00 per share or has an exercise or conversion price of less than $5.00 per share, subject to certain exceptions. For any transaction involving a penny stock, unless exempt, the rules require:

	·	that a broker or dealer approve a person's account for transactions in penny stocks;
	·	the broker or dealer receive from the investor a written agreement to the transaction, setting forth the identity and quantity of the penny stock to be purchased; and
	·	that a broker or dealer provide certain detailed market information about the market for the applicable company's securities.

In order to approve a person's account for transactions involving penny stocks, the broker or dealer must:

(1) obtain financial information, investment experience and investment objectives of the person; and

(2) make a reasonable determination that the proposed transactions in penny stocks are suitable for that person and that the person has sufficient knowledge and experience in financial matters to be capable of evaluating the risks of transactions in penny stocks.

The broker or dealer must also deliver, prior to any transaction in a penny stock, a disclosure schedule prepared by the SEC relating to the penny stock market, which, in highlight form:

	·	sets forth the basis on which the broker or dealer made the suitability determination; and
	·	that the broker or dealer received a signed, written agreement from the investor prior to the transaction.

Following a transaction, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks.

Generally, brokers may be less willing to execute transactions in securities subject to the "penny stock" rules. This may make it more difficult for investors to dispose of our common stock and depress the market value of our stock.

There are additional risks of investing in penny stocks whether in public offerings or in secondary trading, relating to commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and the rights and remedies available to an investor in cases of fraud in penny stock transactions.

None

We do not own any property; the principal offices are located at 4830 W. Kennedy Blvd., Suite 600, Tampa, FL 33609.5940 S. Rainbow Blvd, Ste 400-32132, Las Vegas, NV 89118. The telephone number is (844) 4-436-2273. 1 (702) 796-6363.

Hemcare Health Services, Inc. is not currentlyIn August 04, 2018, the Company was served with a partyStatement of Claim in Ontario Canada for breach of contract and wrongful dismissal. As at September 05, 2019, the parties to any legal proceedings.the litigation have agreed to a settlement in principal. See Note 15. On March 29, 2019 the Company was served with a Statement of Claim from the owner of the property where AJD leased space. See subsequent events.

None

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PART II

Our common stock is quoted on the Over-the-Counter Bulletin Board (OTCBB) under the ticker symbol HCRE.DLTI. The stock trades are limited and sporadic; there is no established public trading market for our common stock.

Dividends

We declared $19,000$0 and $ 1,249 of dividends on preferred stock during the yearyears ended December 31, 20152018 and anticipate declaring dividends on preferred stock at the same rate during the year ended December 31, 2016.2017.

Securities Authorized for Issuance under Equity Compensation Plans

There is no stock option plan in place for the company.

Recent Sales of Unregistered Securities

There was no sale of unregistered securities during the year ended December 31, 2015.2018.

Securities issued in 20152017

During the year ended December 31, 2015,2017 the Company issued a total of 100,00025,000 shares of Series A Preferred Stockstock in exchange for 241,700 shares of common stock; 64,000 shares of Series B Preferred stock for services; 1,250,000 shares of common stock as repayment on a prepaid royalty,note payable; 345,350 shares of common stock as repayment of a related party payable and rescinded 7,114,000 shares of common stock.

Securities issued 26,211 common shares as rounding from our 1:50 stock split from March 2015, issued 138,830,000 common shares forin 2018

During the conversion of 138,830year ended December 31, 2018 the Company converted 25,000 shares of Series A Preferred Stock, rescinded 730,000stock in exchange for 25,000 shares of common stock; 745,778 shares andof common stock for $236,000 in cash; 2,575,000 shares of common stock issued 900,000for acquisitions of AJD & Ontario Inc. 63,888 common shares for cash proceedsrounding differences from the effect of $45,000.a reverse stock split effected during the year ended December 31, 2017.

Summary of Financial Data

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 Hemcare Health SerivcesDLT 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, 2015.2018.

Critical Accounting Policies

Use of Estimates

The preparation of our consolidated financial statements and notes thereto requires management to make estimates and assumptions that affect the amounts and disclosures reported within those financial statements. On an ongoing basis, management evaluates its estimates, including those related to revenue recognition, contingencies, litigation and income taxes. Management bases its estimates and judgments on historical experiences and on various other factors believed to be reasonable under the circumstances. Actual results under circumstances and conditions different than those assumed could result in differences from the estimated amounts in the financial statements. There have been no material changes to these policies during the year ended December 31, 2015.  2018.

Plan of Operations

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Revenue Recognition

Revenue is recognized when persuasive evidence of an agreement exists, the price is fixed or determinable, goods are delivered, or services performed and collectability is reasonably assured.

Going concern

The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has limited cash, an accumulated deficit of $3,595,912 and is doubtful to recover $329,815 (CAD 450,000) of the note receivable received against the subsequent sale of its subsidiary. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.

Principals of Consolidation

The consolidated financial statements represent the results of DLT Resolution, Inc.; its wholly owned subsidiary, DLT Resolution Corp.; its 80%-owned subsidiary, A.J.D. Data Services (see Note 9 – Acquisition of A.J.D. Data Services); and the assets, processes, and results therefrom of 1922861 Ontario Inc. Note 10 – Acquisition of 1922861 Ontario Inc.) All intercompany transactions and balances have been eliminated.

Plan of Operations

Liquidity and Capital Resources. As of December 31, 20152018, we had $12,908 of cash on hand of $20,334 and we hadtotal liabilities of $497,395.$562,278. We must secure additional funds in order to continue our business. We were required to secure a loan to pay expenses relating to filing this report including legal, accounting and filing fees and may be required to secure additional financing to fund future filings. We believe that we will be able to obtain this loan from a current shareholder of the Company; however, we cannot provide any assurance that we will be able to raise additional proceeds or secure additional loans in the future to cover our expenses related to maintaining our reporting company status (estimated at $20,000$60,000 for the year ending December 31, 2016)2019). Furthermore, there is no guarantee we will receive the required financing to complete our business strategies; we cannot provide any assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. If we are unable to accomplish raising adequate funds then it would be likely that any investment made into the Company would be lost in its entirety.

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Results of Operations. Total operating expenses were $399,261$351,724 during the year ended December 31, 20152018 compared to $26,340$38,720 during the year ended December 31, 2014.2017. The increase in operating expenses is fromrelates to the Company incurring increased professional fees associated with broker fees paid for securingadditional general office expenses during the license agreement to distributecurrent period as it executed its business plan and acquired A.J.D. Data Services and 1922861 Ontario Inc, whereas the Ultroid Hemorrhoid System.Company was stagnant in the prior period.

Other Income (Expense): Other expensesIncome (Expenses) totaled $230,847$20,648 during the year ended December 31, 20152018 compared to $160,005($8,011) during the year ended December 31, 2014. The increase in other expenses is mostly attributable to an increase in excess cost of prepaid royalties over value and $32,177 of interest expenses incurred during the year ended December 31, 2015 on notes entered into during that year.2017.

Off-Balance Sheet Arrangements. None We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

Contractual Obligations. None

ITEM 7AQUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 

We do not currently hold any market risk sensitive instruments entered into for hedging transaction risks related to foreign currencies. In addition, we have not entered into any transactions with derivative financial instruments for trading purposes.

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

 NoneOn January 25, 2018, the Company dismissed Pritchett, Siler & Hardy, PC (“PSH”) as its independent registered accounting firm and engaged Heaton & Company, PLLC, dba Pinnacle Accountancy Group of Utah, as its new independent registered accounting firm.

On January 24, 2019, Heaton & Company, PLLC, dba Pinnacle Accountancy Group of Utah resigned as its independent registered accounting firm and on January 24, 2019 the Company engaged AJSH & Co LLP as its new independent registered accounting firm.

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Since the appointment of Heaton & Company as our independent registered accounting firm through present, which included the audit of our financial statements for the year ended December 31, 2017, there were (i) no disagreements between the Company and Heaton & Company on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of Heaton & Company, would have caused Heaton & Company to make reference thereto in their reports on the financial statements for such years, and (ii) no “reportable events” as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided Heaton and Company with a copy of this Form 8-K and requested that Heaton & Company furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not Heaton & Company agrees with the above statements. A copy of such letter, dated January 29, 2019, is attached as Exhibit 16.1.

During year ended December 31, 2017, and in the subsequent interim period through to present, the Company has not consulted with AJSH & Co LLP regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that Heaton & Company concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

Disclaimer: This filing contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Act of 1934. These forward-looking statements are based largely on the expectations or forecasts of future events, can be affected by inaccurate assumptions, and are subject to various business risks and known and unknown uncertainties, a number of which are beyond the control of management. Therefore, actual results could differ materially from the forward-looking statements contained in this press release. Additional information respecting the factors that could materially affect the Company and its operations are contained in its annual report on Form 10-K, Form 10-Q’s, 8-K’s and other periodic reporting as filed with the Securities and Exchange Commission. The Company undertakes no obligation to publicly update or revise any forward-looking statement.

ITEM 9ACONTROLS AND PROCEDURES.

Disclosure Controls and Procedures

Management of Hemcare Health ServicesDLT 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"“Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission'sCommission’s rules and forms.

In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company'sCompany’s management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required financial and other required disclosures.

At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the "Exchange Act"“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“material weaknesses."”

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

Management'sManagement’s Annual Report on Internal Control over Financial Reporting

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

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate.

Management assessed the effectiveness of our internal control over financial reporting as of December 31, 2015. This assessment is based on2017. In assessing the effectiveness of our internal control over financial reporting as of December 31, 2018, our management used the criteria for effective internal control described in Internal Control — Integrated Framework issuedset forth by the Committee of Sponsoring Organizations of the Treadway Commission.Commission (2013 framework). Based on its assessment, management concluded that our internal control over financial reporting as of December 31, 20152018 was not effective in the specific areas described in the "Disclosure“Disclosure Controls and Procedures"Procedures” section above and as specifically described in the paragraphs below.

As of December 31, 20152018 the Principal Executive Officer/Principal Financial Officer identified the following specific material weaknesses in the Company'sCompany’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'sCompany’s internal controls over its financial reporting processes.
	·
·	Representative with Financial Expertise — For the year ending December 31, 2015,2018, 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'sCompany’s internal controls over its financial reporting processes.

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·	·	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'sCompany’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'sCompany’s internal controls over its financial reporting processes.

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

·

·

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

 

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

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

Changes in Internal Controls

There have been no changes in our internal control over financial reporting that occurred during our fiscal year ended December 31, 20152018 that have materially affected, or are reasonable likely to materially affect, our internal control over financial reporting.

None.

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PART III

The Company'sCompany’s executive officers and directors and their respective age as of December 31, 20152018 are as follows:

Directors:Director:

Executive Officer:

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

Biographical Information

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

James Cao

Mr. James Cao, (52) has 20+ years of experience operating business enterprises, including business to business and business to consumer activities.

Mr. Cao has owned and operated CAO Real Estate, a Commercial and Residential Real Estate Brokerage Firm since 2004. Duties include hiring, training and managing sales associates as well as managing company production and establishing company guidelines and policy and holds a Florida Real Estate Brokers license.

Prior to founding his real estate company, Mr. Cao was President/C.E.O of American Dreamhome Funding, Inc. from 2002 to 2008. American Dreamhome Funding was a successful mortgage brokerage company serving CitiCorp, Wachovia, Countrywide Funding, AmNet Mortgage, Bank of America, Wells Fargo Bank, SunTrust Bank and World Savings. During this time he led a sales force in Florida and Georgia, growing annual sales to $54 million. 

From 1999 to 2000 Mr. Cao was the Chief Operating Officer of Netoy Corp. Netoy was a publically traded e-commerce toy company with a $250 million market cap. He was responsible for recruiting, hiring, and successfully expanding their sales force. Mr. Cao negotiated with companies such as IBM, EMC, Oracle and Sprint which allowed them to implement logistical software and hardware to accommodate increased e-commerce traffic.

John Wilkes

Mr. Wilkes, M.B.A., C.P.A., C.A. (54)(57) earned his C.A. designation with Price Waterhouse in Toronto, Canada. Upon obtaining his designation he worked privately for a brief period of time before joining Coopers & Lybrand in Toronto, Canada. While there Mr. Wilkes focused on insolvency and Mergers and Acquisitions. In the early '90's Mr. Wilkes joined a junior investment bank called Pagun Corporation where he spent most of his time evaluating environmental technologies. Since 2005, Mr. Wilkes has been an Independent Investment Management Professional, making private investments in both private and public companies that, for the most part, have their core business in the environmental space.

Significant Employees

We do not employ any non-officersone non-officer, Steve Benham who are expectedmakes significant contributions to make a significant contribution to its business.the Company. John Wilkes is an officer and Director and Dan Cullen is the Chief Technology Officer (CTO) of the Company.

Corporate Governance

Nominating Committee. We have not established a Nominating Committee because of our limited operations; and because we have only two directorsofficers, as mentioned above which are John Wilkes and Dan Cullen and one officer,director who is John Wilkes, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.

Audit Committee. We have has not established an Audit Committee because of our limited operations; and because we have only two directorsofficers and one officer,director, we believe that we are able to effectively manage the issues normally considered by aan Audit Committee.

Code of Ethics. We have not adopted a Code of Ethics for our principal executive and financial officers.

ITEM 11

EXECUTIVE COMPENSATION.14

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ITEM 11EXECUTIVE COMPENSATION.

Summary Compensation Table

There has been no cash payment outside of the amounts above paid to the individuals above for services rendered in all capacities to us for the year ended December 31, 2015.2018 and 2017. Minimal compensation is anticipated within the next six months to any officer or director of the Company.

Stock Option Grants

We did not grant any stock options to the executive officer during the year ended December 31, 2015.2018 and 2017.

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

The following table provides the names and addresses of each person known to the Company to own more than 5% of the outstanding common stock as of December 31, 20152018 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.

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During the year ended December 31, 2015,2018, there were no other material transactions between the Company and any Officer, Director or related party that has not been disclosed in footnote 54 to the financial statements. Additionally, there are no Officers, Directors or other related parties that since the date of incorporation had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:

-The Officers and Directors; -Any person proposed as a nominee for election as a director; -Any other person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock; -Any relative or spouse of any of the foregoing persons who have the same house as such person.	·	The Officers and Directors;
	·	Any person proposed as a nominee for election as a director;
	·	Any other person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
	·	Any relative or spouse of any of the foregoing persons who have the same house as such person.

 

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

During the years ended December 31, 20152018 and 2014,2017, the Company incurred auditing expenses of approximately $10,375$16,000 and $16,125.$9,275. There were no other audit related services or tax fees incurred.

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PART IV

ITEM 15EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

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

1. Consolidated Financial Statements 

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

3.

Exhibits. 17

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3. Exhibits. 

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

EXHIBIT NUMBER	NUMBER	DESCRIPTION
3.1		Articles of Incorporation DESCRIPTION
3.23.1		By-Laws Articles of Incorporation
23.13.2		Consent of AccountantBy-Laws
31.1	31.1		SECTION 302 CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
32.1		CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906
101		XBRL Interactive Data Files

17

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SIGNATURES

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

18

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DLT RESOLUTION INC.

(FORMERLY HEMCARE HEALTH SERVICES INC.

(Formerly NSU Resources Inc.)

Financial Statements

December 31, 2015 and 2014

Consolidated Financial Statements

December 31, 2018 and 2017

DLT RESOLUTION INC.

(FORMERLY HEMCARE HEALTH SERVICES INC.)

(Formerly NSU Resources Inc.)

Consolidated Financial Statements

December 31, 20152018 and 20142017

CONTENTS

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PRITCHETT, SILER & HARDY, P.C.

CERTIFIED PUBLIC ACCOUNTANTS

A PROFESSIONAL CORPORATION

1438 N. HIGHWAY 89 STE. 130

FARMINGTON, UTAH 84025

_______________

(801) 447-9572 FAX (801) 447-9578

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of

Hemcare Health ServicesDLT Resolution Inc. (Formerly NSU Resources Inc.)

Tampa, FL

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Hemcare Health ServicesDLT Resolution Inc. (Formerly NSU Resources Inc.(the “Company”) as of December 31, 2015 and 2014 and2018, the related consolidated statements of operations, stockholders'changes in stockholders’ deficit and cash flows for the yearsyear ended December 31, 2018, and the related notes (collectively referred to as the "consolidated financial statements"). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2018, and the consolidated results of its operations and its cash flows for the year then ended. ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).PCAOB. Those standards require that we plan and perform the auditsaudit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement.misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included considerationAs part of our audits, we are required to obtain an understanding of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company'sCompany’s internal control over financial reporting. Accordingly, we express no such opinion. An

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

Substantial Doubt about the Company Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has the limited cash, an accumulated deficit of $3,595,912 and is doubtful to recover $329,815 of the note receivable received against the subsequent sale of its subsidiary. These conditions raise substantial doubt about the Company ability to continue as a going concern. Further information and management’s plans in regard to this uncertainty were also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ AJSH & Co LLP

We have served as the Company’s Auditor since the year 2019.

New Delhi, India

September 16, 2019 

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PINNACLE ACCOUNTACY GROUP OF UTAH

A dba of HEATON AND COMPANY, PLLC

CERTIFIED PUBLIC ACCOUNTANTS

1438 N. HIGHWAY 89 STE. 120

FARMINGTON, UTAH 84025

__________________

(801) 447-9572 FAX (801) 447-9578

To the Board of Directors and Stockholders

DLT Resolutions Inc. (formerly Hemcare Health Services Inc.)

Las Vegas, Nevada

Opinion on the Financial Statements

We have audited the accompanying balance sheet of DLT Resolutions Inc. (formerly Hemcare Health Services Inc.) (the Company) as of December 31 2017, and the related statements of operations, stockholders’ deficit, and cash flows for the year then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hemcare Health Services Inc. (Formerly NSU Resources Inc.)the Company as of December 31, 2015 and 20142017, and the results of its operations and its cash flows for the yearsyear then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

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

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

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

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 2 to the financial statements, theThe Company has suffered recurring losses and has a net capital deficiency. These conditionsminimal operations which raise substantial doubt about its ability to continue as a going concern.  Management'sManagement’s plans in regard to these matters are also described in Note (2).2. The financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result shouldfrom the Company be unable to continue as a going concern.outcome of this uncertainty.

/s/ Pritchett, Siler & Hardy, P.C.Pinnacle Accountancy Group of Utah

Pritchett, Siler & Hardy, P.C.We have served as the Company’s auditor since January 2018.

Pinnacle Accountancy Group of Utah

Farmington, Utah 84025

May 23, 2016 April 10, 2018

Farmington Office:	Members of the AICPA and UACPA	Ogden Office:
F-3 1438 North Highway 89, Ste. 120
www.pinncpas.com	3590 Harrison Blvd. Ste. GL-2
Farmington, UT 84025		(801) 399-1183
(801) 447-9572		Ogden, UT 84403

HEMCARE HEALTH SERVICES INC.
Balance Sheets

See accompanying notes to financial statements. 

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DLT RESOLUTION, INC

(FORMERLY HEMCARE HEALTH SERVICES INC.
Statements of Operations)

Consolidated Balance Sheets

		Year ended December 31,
		2015				2014
Revenue		$	-			$	-
Operating expenses
General and administrative			23,977				-
Professional fees			375,284				26,340
Total operating expenses			399,261				26,340
Other income (expense)
Other income			937				100
Interest expense			(32,177	)			-
Excess cost of prepaid royalties over value			(199,607	)			(160,105	)
Total other income (expense)			(230,847	)			(160,005	)
Net loss		$	(630,108	)		$	(186,345	)
Preferred stock dividends payable			(19,000	)			-
Net loss attributable to common shareholders		$	(649,108	)		$	(186,345	)
Basic and diluted loss per common share		$	(0.01	)		$	(0.06	)
Weighted average shares outstanding			87,783,992				2,932,578

		December 31,
		2018				2017
ASSETS
Current assets
Cash and cash equivalents		$	12,908			$	8,609
Accounts receivable			12,217				-
Assets held for sale			656,735				-
Total current assets			681,860				8,609
Intangible assets, net of accumulated amortization			460,491				115,944
Goodwill			156,774				-
Total assets		$	1,299,125			$	124,553
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Bank overdraft		$	-			$	7
Accounts payable and accrued liabilities			48,921				26,415
Accounts payable, related party			40,000				55,000
Interest payable, related party			26,875				19,545
Dividends payable			-				26,697
Related party payables			17,713				44,679
Current notes payables, related party			81,500				81,500
Derivative liability			-				20,328
Convertible notes payable, net of discounts of $0 and $6,916			-				4,900
Liabilities held for sale			146,127				-
Total current liabilities			361,136				279,071
Notes payable, net of current portion			5,000				5,000
Other long term liability			196,142				-
Total liabilities			562,278				284,071
Stockholders' equity (deficit)
Series A convertible preferred stock, $1.00 par value; 5,000,000 shares authorized; 0 and 25,000 issued and outstanding at December 31, 2018 and December 31, 2017			-				25,000
Series B convertible preferred stock, $1.00 par value; 500,000 shares authorized; 64,000 and 64,000 issued and outstanding at December 31, 2018 and December 31, 2017			64,000				64,000
Common stock, $0.001 par value; 275,000,000 shares authorized; 24,982,537 and 21,572,871 issued; 21,167,537 and 17,757,871 outstanding at December 31, 2018 and December 31, 2017			24,983				21,573
Additional paid in capital			4,192,678				3,129,894
Other comprehensive income			(37,688	)			16
Treasury stock, 3,815,000 shares			(5,300	)			(5,300	)
Accumulated deficit			(3,595,912	)			(3,394,701	)
Total equity (deficit) attributable to parent			642,760				(159,518	)
Non-controlling interest			94,087				-
Total stockholder’s equity (deficit)			736,847				(159,518	)
Total liabilities and stockholders' deficit		$	1,299,125			$	124,553

See accompanying notes to consolidated financial statements.

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DLT RESOLUTION, INC.

(FORMERLY HEMCARE HEALTH SERVICES INC.
Statement) 

Consolidated Statements of Changes in Stockholders' DeficitOperations

		Year ended December 31,
		2018				2017
Revenue		$	227,343			$	2,423
Cost of revenue			108,401				379
Gross margin			118,942				2,044
Operating expenses
General and administrative			205,109				14,369
Professional fees			146,615				24,351
Total operating expenses			351,724				38,720
Income (loss) from operations			(232,782	)			(36,676	)
Other income (expense)
Other income			31,834				26,306
Gain/(loss) on change in fair market value of derivative liability			(2,427	)			(14,980	)
Foreign exchange gain/(loss)			(3,992	)			-
Interest expense			(4,767	)			(19,337	)
Total other income (expense)			20,648				(8,011	)
Net loss from continuing operations		$	(212,134	)		$	(44,687	)
Loss from discontinued operations		$	(117,148	)		$	-
Net income (loss)		$	(329,282	)		$	(44,687	)
Preferred stock dividends declared			-				(1,249	)
Net loss attributable to common stockholders			(329,282	)			(45,936	)
Loss from continued operations per common share, basic and diluted		$	(0.01	)		$	(0.00	)
Loss from discontinued operations per common share, basic and diluted		$	(0.01	)		$	(0.00	)
Net loss from operations per common share, basic and diluted		$	(0.02	)		$	(0.00	)
Weighted average basic shares outstanding			19,263,408				18,571,882
Weighted average diluted shares outstanding			19,263,408				18,571,882