Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Aug. 07, 2023 | |
Cover [Abstract] | ||
Entity Registrant Name | DLT RESOLUTION, INC | |
Entity Central Index Key | 0001420368 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --12-31 | |
Entity Small Business | true | |
Entity Shell Company | false | |
Entity Emerging Growth Company | true | |
Entity Current Reporting Status | No | |
Document Period End Date | Jun. 30, 2022 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
Entity Ex Transition Period | false | |
Entity Common Stock Shares Outstanding | 21,499,561 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity File Number | 333-148546 | |
Entity Incorporation State Country Code | NV | |
Entity Tax Identification Number | 20-8248213 | |
City Area Code | 702 | |
Local Phone Number | 796-6363 | |
Entity Address Address Line 1 | 5940 S. Rainbow Blvd. | |
Entity Address Address Line 2 | Ste 400-32132 | |
Entity Address City Or Town | Las Vegas | |
Entity Address State Or Province | NV | |
Entity Address Postal Zip Code | 89118 | |
Entity Interactive Data Current | No |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 48,716 | $ 29,783 |
Accounts receivable, net of allowance for doubtful accounts of $35,144 at June 30, 2022 and December 31, 2021 | 32,177 | 49,129 |
Total current assets | 80,893 | 78,912 |
Intangible assets, net of accumulated amortization | 179,605 | 213,742 |
Assets from discontinued operations | 0 | 1,066,003 |
Total assets | 384,466 | 1,358,657 |
Current liabilities | ||
Accounts payable and accrued liabilities | 257,685 | 207,588 |
Accounts payable, related party | 15,000 | 15,000 |
Interest payable, related party | 52,553 | 47,067 |
Related party payables | 59,729 | 60,017 |
Notes payables, related party | 81,500 | 81,500 |
Notes payable, current portion | 31,078 | 31,306 |
Liabilities from discontinued operations | 749,835 | 780,703 |
Total current liabilities | 1,247,380 | 1,223,181 |
Notes payable, net of current portion | 5,000 | 5,000 |
Total liabilities | 1,252,380 | 1,228,181 |
Stockholders' equity (deficit) | ||
Common stock, $0.001 par value; 275,000,000 shares authorized; 27,314,561 issued; 23,499,561 outstanding at June 30, 2022 and 26,926,287 issued; 23,111,287 outstanding at December 31, 2021 | 27,315 | 26,926 |
Common stock subscribed | 14,000 | 14,000 |
Additional paid-in capital | 6,946,198 | 6,762,010 |
Other comprehensive income | 400,519 | (182,345) |
Treasury stock, 3,815,000 shares as of June 30, 2022 and December 31, 2021, at cost | (5,300) | (5,300) |
Accumulated deficit | (8,314,646) | (6,548,815) |
Total stockholders' equity (deficit) | (867,914) | 130,476 |
Total liabilities and stockholders' equity (deficit) | 384,466 | 1,358,657 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, value | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' equity (deficit) | ||
Preferred stock, value | $ 64,000 | $ 64,000 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 27,314,561 | 26,926,287 |
Common stock, shares outstanding | 23,499,561 | 23,111,287 |
Accounts receivable, net of allowance for doubtful accounts | $ 35,144 | $ 35,144 |
Treasury stock shares | 3,815,000 | 3,815,000 |
Series A Convertible Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Preferred stock, shares par value | $ 1 | $ 1 |
Preferred stock, shares authorized | 500,000 | 500,000 |
Preferred stock, shares issued | 64,000 | 64,000 |
Preferred stock, shares outstanding | 64,000 | 64,000 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Unaudited Condensed Consolidated Statements of Operations | ||||
Revenue | $ 50,418 | $ 69,504 | $ 106,574 | $ 160,939 |
Cost of revenue and operating expenses | ||||
Cost of revenue | 37,883 | 39,709 | 75,259 | 83,049 |
General and administrative | 18,364 | 19,258 | 67,651 | 41,305 |
Depreciation and amortization | 15,991 | 27,467 | 32,721 | 53,918 |
Professional fees | 80,985 | 11,470 | 86,101 | 22,698 |
Total operating expenses | 153,223 | 97,904 | 261,732 | 200,970 |
Loss from operations | (102,805) | (28,400) | (155,158) | (40,031) |
Other expense | ||||
Foreign exchange loss | 16 | (10) | 14 | (55) |
Interest expense | (5,237) | (1,829) | (8,894) | (3,673) |
Total other expense | (5,221) | (1,839) | (8,880) | (3,728) |
Loss from continuing operations | (108,026) | (30,239) | (164,038) | (43,759) |
Loss from discontinued operations | (23,389) | (155,167) | (959,909) | (321,950) |
Net loss | $ (131,415) | $ (185,406) | $ (1,123,947) | $ (365,709) |
Loss per common share, basic and diluted | $ 0 | $ (0.01) | $ (0.04) | $ (0.01) |
Weighted average shares outstanding, basic and diluted | 27,116,599 | 26,381,843 | 27,021,721 | 26,154,065 |
Unaudited Condensed Consolida_2
Unaudited Condensed Consolidated Statements of Comprehensive Loss - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Unaudited Condensed Consolidated Statements of Comprehensive Loss | ||||
Net loss | $ (131,415) | $ (185,406) | $ (1,123,947) | $ (365,709) |
Other comprehensive loss | ||||
Gain on adjusted value of other long-term liability | 0 | (310,000) | 0 | (610,000) |
Foreign currency translation adjustment | 513 | (100,017) | 582,864 | (131,560) |
Total other comprehensive (loss) income | 100,513 | (410,017) | 582,864 | (741,560) |
Comprehensive loss | $ (30,902) | $ (595,423) | $ (541,083) | $ (1,107,269) |
Unaudited Condensed Consolida_3
Unaudited Condensed Consolidated Statements of Changes in Stockholders Equity - USD ($) | Total | Series B Preferred Stocks [Member] | Common Stock [Member] | Common Stock Subscribed | Additional Paid-In Capital | Other comprehensive income [Member] | Accumulated Deficit [Member] | Treasury Stock [Member] |
Balance, shares at Dec. 31, 2020 | 64,000 | 25,926,287 | ||||||
Balance, amount at Dec. 31, 2020 | $ 688,873 | $ 64,000 | $ 25,926 | $ 14,000 | $ 4,913,010 | $ 816,396 | $ (5,139,159) | $ (5,300) |
Issuance of common stock for acquisition, shares | 1,000,000 | |||||||
Issuance of common stock for acquisition, amount | 1,850,000 | 0 | $ 1,000 | 0 | 1,849,000 | 0 | 0 | 0 |
Foreign currency translation adjustment | (131,560) | 0 | 0 | 0 | 0 | (131,560) | 0 | 0 |
Loss on adjusted value of other long-term liability | (610,000) | 0 | 0 | 0 | 0 | (610,000) | 0 | 0 |
Net loss | (365,709) | $ 0 | $ 0 | 0 | 0 | 0 | (365,709) | 0 |
Balance, shares at Jun. 30, 2021 | 64,000 | 26,926,287 | ||||||
Balance, amount at Jun. 30, 2021 | 1,431,605 | $ 64,000 | $ 26,926 | 14,000 | 6,762,010 | 74,836 | (5,504,868) | (5,300) |
Balance, shares at Dec. 31, 2021 | 64,000 | 26,926,287 | ||||||
Balance, amount at Dec. 31, 2021 | 130,476 | $ 64,000 | $ 26,926 | 14,000 | 6,762,010 | (182,345) | (6,548,815) | (5,300) |
Foreign currency translation adjustment | 582,864 | 0 | 0 | 0 | 0 | 582,864 | 0 | 0 |
Net loss | (1,123,947) | 0 | $ 0 | 0 | 0 | 0 | (1,123,947) | |
Sales of Common Stock, shares | 388,274 | |||||||
Sales of Common Stock, amount | 184,577 | 0 | $ 389 | 0 | 184,188 | 0 | 0 | 0 |
Loss on investment in Union Strategies Inc. | (641,884) | $ 0 | $ 0 | 0 | 0 | 0 | (641,884) | 0 |
Balance, shares at Jun. 30, 2022 | 64,000 | 27,314,561 | ||||||
Balance, amount at Jun. 30, 2022 | $ (867,914) | $ 64,000 | $ 27,315 | $ 14,000 | $ 6,762,010 | $ 400,519 | $ (8,314,646) | $ (5,300) |
Unaudited Condensed Consolida_4
Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Cash flows from operating activities | ||
Net loss | $ (164,038) | $ (43,759) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Depreciation and amortization expense | 32,721 | 53,919 |
Bad debt expense | 35,144 | 0 |
Changes in operating assets and liabilities | ||
Accounts receivable | (27,999) | (35,343) |
Interest payable, related party | 5,846 | 3,673 |
Accounts payable and accrued liabilities | 9,269 | 21,260 |
Repayments to related parties | (60,930) | (12,198) |
Net cash used in operating activities | (170,346) | (12,448) |
Net cash used in investing activities | 0 | 0 |
Cash flows from financing activities | ||
Proceeds from bank overdrafts | 0 | 16,197 |
Proceeds from sales of common stock | 184,577 | 0 |
Net cash provided by financing activities | 184,577 | 16,197 |
Net change in cash | 14,231 | 3,749 |
Effect of exchange rate on cash | 4,703 | 228 |
Cash at beginning of period | 29,782 | 4,557 |
Cash at end of period | 48,716 | 8,534 |
Supplemental cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | $ 0 | $ 0 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Organization and Significant Accounting Policies | |
Organization and Significant Accounting Policies | Note 1 – Organization and Significant Accounting Policies The Company was organized on January 17, 2007 (Date of Inception) under the laws of the State of Nevada, as DBL Senior Care, Inc. and subsequently changed its name to DLT Resolution Inc. on December 4, 2017. DLT Resolution Inc. (“DLT, the “Company”, “we” and “our”) operates in 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. 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. Interim Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“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 included in these condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our 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 three and six months ended June 30, 2022 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K as filed with the SEC on March 13, 2023. 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 June 30, 2022, there were no uncertain tax positions that require accrual. 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. Net Income (Loss) Per Share Net loss per share is calculated in accordance with FASB ASC topic 260. Basic earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period, assuming conversion or exercise of all potentially dilutive securities outstanding during each reporting period presented. Potentially dilutive securities are not presented or used in the computation of diluted loss per share on the statement of operations for periods when the Company incurs net losses, as their effect would be anti-dilutive. As of June 30, 2022 and December 31, 2021, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding, which were convertible into 12,800 shares of the Company’s Common Stock. 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 0.776940 and 0.782656 in effect at the balance sheet dates of June 30, 2022 and December 31, 2021, respectively. Unaudited condensed consolidated statements of operations amounts have been translated using the weighted average exchange rates of 0.780382 for the six months ended June 30, 2022 and 0.814408 for the six months ended June 30, 2021. 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 other income (expense). Foreign currency transaction gains (losses) recognized for the six-month periods ended June 30, 2022 and 2021 were $14 and ($55), respectively. Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. 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 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. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2022 | |
Discontinued Operations | |
Discontinued Operations | Note 2 – Discontinued Operations The Company suspended the operations of Union Strategies, Inc. in 2022and recognizes its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements. All assets are written off and included in the loss from discontinued operations. In 2023, the Company sold its 100% ownership of USI to a third party for a nominal payment and the acquirer assumed all of USI’s liabilities on a nonrecourse basis. 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. 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. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets | |
Intangible Assets | Note 3 – Intangible Assets We amortize identifiable intangible assets on a straight-line basis over their estimated useful lives. As of June 30, 2022 and December 31, 2021, identifiable intangibles were as follows: June 30, 2022 December 31, 2021 Developed technology $ 314,661 $ 316,976 Customer relationships 101,002 101,745 Domain and trade name 3,885 3,913 Non-compete 36,516 36,785 Accumulated amortization (276,459 ) (245,677 ) Total intangible assets, net $ 179,605 $ 213,742 Expected future amortization expense related to identifiable intangibles based on our carrying amount as of June 30, 2022 for the following five years is as follows (in thousands): For the Twelve Months ended June 30, 2023 $ 67,183 2024 67,183 2025 45,239 2025 - 2027 - Thereafter $ 179,605 |
Notes Payable
Notes Payable | 6 Months Ended |
Jun. 30, 2022 | |
Notes Payable | |
Notes Payable | Note 4 – Notes Payable On August 1, 2017, the Company issued a non-interest bearing $5,000 note payable due on July 1, 2019 to a third party in exchange for Company Common Stock held by the third party. As of June 30, 2022, the note is unpaid. |
Stockholders Equity
Stockholders Equity | 6 Months Ended |
Jun. 30, 2022 | |
Stockholders Equity | |
Stockholders' Equity | Note 5 – Stockholders’ Equity Common stock During the three months ended June 30, 2022, the Company sold 388,274 shares of restricted Common stock to third parties and received $184,577 in proceeds. Common stock subscribed 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 6 – Related Party Transactions No compensation was incurred for the services of the Company’s directors or executives during the periods ended June 30, 2022 and 2021. As of June 30, 2022 and December 31, 2021, the Company had outstanding amounts payable to related parties of $59,729 and $60,017. The obligations are unsecured, non-interest bearing, due on demand and payable in Canadian dollars, with the change in the liability from December 31, 2021 to June 30, 2022 attributable to the change in the exchange rate for U.S. and Canadian dollars. The Company has a 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 June 30, 2022 and December 31, 2021, $81,500 of principal and $52,553 and $47,067, of accrued interest was due, respectively. |
Concentrations
Concentrations | 6 Months Ended |
Jun. 30, 2022 | |
Concentrations | |
Concentrations | Note 7 – Concentrations During the three-month and six-month periods ended June 30, 2022 and 2021, no single customer accounted for more than 10% of total revenue for the respective periods. As of June 30, 2022 and December 31, 2021, no customer had an outstanding accounts receivable balance that was 10% of our total accounts receivable at that time. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 8 – Commitments and Contingencies A Canadian subsidiary of the Company incurs employer payroll taxes and withholds payroll taxes from employee compensation and is required to remit the funds to Canadian government authorities on a timely basis. The subsidiary has not remitted the payroll taxes and carries the obligation as a current liability. The subsidiary intends to remit the funds as soon as it has the financial ability. The government authorities may assess penalties and interest on the subsidiary. No provision on the balance sheet is carried for the possible assessment. Management estimates that the amount of a potential assessment would not be material to the financial statements as of June 30, 2022 and the three months then ended. The Company charges and collects Canadian federal and provincial sales taxes known as harmonized sales tax or HST and is required to remit the funds to Canadian government authorities on a timely basis. The subsidiary has not remitted the HST taxes and carries the obligation as a current liability. The subsidiary intends to remit the funds as soon as it has the financial ability. The government authorities may assess penalties and interest on the subsidiary. No provision on the balance sheet is carried for the possible assessment. Management estimates that the amount of a potential assessment would not be material to the financial statements as of June 30, 2022 and the six months then ended. |
Subsequent events
Subsequent events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent events | |
Subsequent events | Note 9 – Subsequent events 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. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Organization and Significant Accounting Policies | |
Interim Condensed Consolidated Financial Statements | The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“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 included in these condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our 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 three and six months ended June 30, 2022 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2021 included in our Annual Report on Form 10-K as filed with the SEC on March 13, 2023. |
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 June 30, 2022, there were no uncertain tax positions that require accrual. |
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. |
Net Income (Loss) Per Share | Net loss per share is calculated in accordance with FASB ASC topic 260. Basic earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period, assuming conversion or exercise of all potentially dilutive securities outstanding during each reporting period presented. Potentially dilutive securities are not presented or used in the computation of diluted loss per share on the statement of operations for periods when the Company incurs net losses, as their effect would be anti-dilutive. As of June 30, 2022 and December 31, 2021, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding, which were convertible into 12,800 shares of the Company’s Common Stock. |
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 0.776940 and 0.782656 in effect at the balance sheet dates of June 30, 2022 and December 31, 2021, respectively. Unaudited condensed consolidated statements of operations amounts have been translated using the weighted average exchange rates of 0.780382 for the six months ended June 30, 2022 and 0.814408 for the six months ended June 30, 2021. 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 other income (expense). Foreign currency transaction gains (losses) recognized for the six-month periods ended June 30, 2022 and 2021 were $14 and ($55), respectively. |
Fair Value of Financial Instruments | Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. 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 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. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Intangible Assets | |
Schedule of assets Amortization on a straight-line basis | June 30, 2022 December 31, 2021 Developed technology $ 314,661 $ 316,976 Customer relationships 101,002 101,745 Domain and trade name 3,885 3,913 Non-compete 36,516 36,785 Accumulated amortization (276,459 ) (245,677 ) Total intangible assets, net $ 179,605 $ 213,742 |
Schedule of finite lived intangible assets future amortization expense | Expected future amortization expense related to identifiable intangibles based on our carrying amount as of June 30, 2022 for the following five years is as follows (in thousands): For the Twelve Months ended June 30, 2023 $ 67,183 2024 67,183 2025 45,239 2025 - 2027 - Thereafter $ 179,605 |
Organization and Significant _3
Organization and Significant Accounting Policies (Details Narrative) | 6 Months Ended | ||
Jun. 30, 2022 USD ($) shares | Jun. 30, 2021 USD ($) | Dec. 31, 2021 shares | |
Weighted average exchange rates | 0.776940 | 0.782656 | |
Foreign exchange loss | $ | $ 14 | $ (55) | |
Foreign currency translation exchange rate | 0.780382 | 0.814408 | |
Series B Convertible Preferred Stock [Member] | |||
Preferred stock shares issued | 64,000 | 64,000 | |
Preferred stock shares outstanding | 64,000 | 64,000 | |
Convertible note [Member] | Series B Convertible Preferred Stock [Member] | |||
Convertible preferred stock shares issued upon conversion of common stock | 12,800 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) - USD ($) | 6 Months Ended | |
Mar. 15, 2023 | Jun. 30, 2022 | |
Union Strategies, Inc [Member] | ||
Percent of ownership sold | 100% | |
Proceed from sale of business | $ 2,000,000 | |
DLT Data Services Inc [Member] | Scenario Forecast [Member] | ||
Percent of ownership sold | 100% |
Intangible Assets (Details )
Intangible Assets (Details ) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Accumulated amortization | $ (276,459) | $ (245,677) |
Total intangible assets, net | 179,605 | 213,742 |
Developed Technology [Member] | ||
Total intangible assets, net | 314,661 | 316,976 |
Customer Relationships [Member] | ||
Total intangible assets, net | 101,002 | 101,745 |
Domain and trade name [Member] | ||
Total intangible assets, net | 3,885 | 3,913 |
Non-compete [Member] | ||
Total intangible assets, net | $ 36,516 | $ 36,785 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Jun. 30, 2022 USD ($) |
For the Twelve Months ended September 30, | |
2023 | $ 67,183 |
2024 | 67,183 |
2025 | 45,239 |
2026 | 0 |
2027 | 0 |
Total | $ 179,605 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - August 1, 2017 [Member] - Unrelated Party [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Notes payable | $ 5,000 |
Related party note, maturity date | July 1, 2019 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Common Stock, Shares, Subscriptions | 14,000 | |
Common Stock, Value, Subscriptions | $ 14,000 | $ 14,000 |
Restricted Stock [Member] | ||
Issuance of common stock for cash proceeds, shares | 388,274 | |
Issuance of common stock for cash proceeds, amount | $ 184,577 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Related Party Transactions | ||
Accrues interest rate | 9% | |
Related party payables | $ 59,729 | $ 60,017 |
Notes payable, related party | 81,500 | 81,500 |
Interest payable, related party | $ 52,553 | $ 47,067 |
Susbsequent Events (Details Nar
Susbsequent Events (Details Narrative) - shares | 6 Months Ended | ||
Mar. 15, 2023 | Jun. 30, 2022 | Dec. 31, 2021 | |
Common stock outstanding | 23,499,561 | 23,111,287 | |
Union Strategies, Inc [Member] | |||
Percent of ownership sold | 100% | ||
Shares recevied from sale of business | 2,000,000 | ||
Common stock outstanding | 2,000,000 | ||
DLT Data Services Inc [Member] | Scenario Forecast [Member] | |||
Percent of ownership sold | 100% |