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PART I FINANCIAL INFORMATION
			Page
Item 1.	Financial Statements (Unaudited)		3
PART I - FINANCIAL INFORMATION
	Condensed Consolidated Balance Sheets		3
	Condensed Consolidated Statements of Operations		4
Item 1.	FinancialCondensed Consolidated Statements (Unaudited)of Comprehensive Loss		45
	Condensed Consolidated Statements of Changes in Stockholders’ Deficit		6
	Unaudited Balance Sheets asCondensed Consolidated Statements of September 30, 2017 and December 31, 2016Cash Flows		47
	Unaudited Statements of Operations for the three and nine months ended September 30, 2017 and 2016		5
	Unaudited Statements of Cash Flows for the nine months ended September 30, 2017 and 2016		6
	Notes to unaudited financial statementsCondensed Consolidated Financial Statements		78
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		14
Item 4.	Controls and Procedures		14
Item 3.	PART II - OTHER INFORMATIONQuantitative and Qualitative Disclosures About Market Risk		16
Item 1.4.	Legal ProceedingsControls and Procedures		1516
PART II - OTHER INFORMATION
Item 2.1.	Unregistered Sales of Equity Securities and Use of ProceedsLegal Proceedings		1518
Item 1A.	Risk Factors		18
Item 3.2.	Defaults Upon SeniorUnregistered Sales of Equity Securities and Use of Proceeds		1519
Item 4.3.	Submission of Matters to a Vote of Security HoldersDefaults Upon Senior Securities		1519
Item 5.4.	Other InformationMine Safety Disclosures		1519
Item 6.5.	ExhibitsOther Information		1619
Item 6.	Exhibits		19

Item 1: Financial Statements

Item 1: Financial Statements

HEMCARE HEALTH SERVICES INC.
Balance Sheets
(Unaudited)
		September 30, 2017				December 31, 2016
ASSETS
Intangible assets		$	55,000			$	-
Total assets		$	55,000			$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Bank overdraft		$	7			$	7
Accounts payable and accrued liabilities			106,656				38,772
Dividends payable			25,448				25,448
Related party payables			49,544				39,599
Current notes payables			81,500				332,100
Derivative liability			68,793				-
Convertible notes payable, net of discounts of $0 and $6,916			4,900				23,784
Related party convertible notes payable, net of discounts $0 and $0			-				2,634
Total current liabilities			336,848				462,344
Related party notes payable, net of current portion			10,000				-
Notes payable, net of current portion			85,000				-
Total liabilities			431,848				462,344
Stockholders' deficit
Series A convertible preferred stock, $1.00 par value; 5,000,000 shares authorized, 25,000 and 0 issued and outstanding at September 30, 2017 and December 31, 2016			25,000				-
Common stock, $0.001 par value; 275,000,000 shares authorized; 212,275,211 and 273,332,211 issued; 123,225,211 and 272,952,211 outstanding at September 30, 2017 and December 31, 2016			212,275				273,332
Additional paid in capital			2,902,463				2,613,165
Other comprehensive income			24				24
Treasury stock, 89,050,000 shares			(95,200	)			(100	)
Accumulated deficit			(3,421,410	)			(3,348,765	)
Total stockholders' deficit			(376,848	)			(462,344	)
Total liabilities and stockholders' deficit		$	55,000			$	-

See accompanying notes to unaudited financial statements.

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Table of Contents

HEMCARE HEALTH SERVICES INC.
Statements of Operations
(Unaudited)
		Three months ended September 30,								Nine months ended September 30,
		2017				2016				2017				2016
Revenue		$	-			$	-			$	-			$	-
Operating expenses
General and administrative			579				1,162				6,419				8,320
Professional fees			3,121				1,228				14,879				17,116
Total operating expenses			3,700				2,390				21,298				25,436
Other income (expense)
Discharge of indebtedness			-				-				26,306				-
Loss on change in fair market value of derivative liability			(63,886	)			-				(63,445	)			-
Interest expense			(5,218	)			(7,994	)			(14,208	)			(44,525	)
Total other income (expense)			(69,104	)			(7,994	)			(51,347	)			(44,525	)
Net income (loss)		$	(72,804	)		$	(10,384	)		$	(72,645	)		$	(69,961	)
Preferred stock dividends declared			-				(1,591	)			-				(6,448	)
Net income (loss) attributable to common shareholders		$	(72,804	)		$	(11,975	)		$	(72,645	)		$	(76,409	)
Basic and diluted loss per common share		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding - basic			153,917,570				190,258,081				200,403,394				158,118,401

See accompanying notes to unaudited financial statements.

DLT RESOLUTION, INC.
Condensed Consolidated Statements of Comprehensive Loss
		Three months ended March 31,
		2020				2019
Net loss			(328,902	)		$	(884,041	)
Other comprehensive income
Gain on adjusted value of other long-term liability			230,024				-
Foreign currency translation adjustment			(215,351	)			30,776
Total other comprehensive income			14,673				30,776
Comprehensive loss			(314,229	)		$	(853,265	)
See accompanying notes to condensed consolidated financial statements.

 

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DLT RESOLUTION, INC

Condensed Consolidated Statements of Changes in Stockholders' Deficit

HEMCARE HEALTH SERVICES INC.
Statements of Cash Flows
(Unaudited)
		Nine months ended September 30,
		2017				2016
Cash flows from operating activities
Net loss from operations		$	(72,645	)		$	(69,961	)
Adjustments to reconcile net loss to net cash used in operating activities
Forgiveness of debt			(26,306	)			-
Amortization of debt discounts			4,900				28,508
Loss on change in fair market value of derivative liability			63,445				-
Excess fair market value of derivative liability charged to interest			448				-
Expenses paid on behalf of the company by related parties			6,420				-
Changes in operating assets and liabilities
Prepaid expenses			-				2,252
Accounts payable and accrued liabilities			23,738				12,260
Net cash used in operating activities			-				(26,941	)
Net cash used in investing activities			-				-
Cash flows from financing activities
Proceeds from bank overdraft			-				7
Repayments of related party convertible note payable			-				(8,000	)
Proceeds from convertible notes payable			-				17,100
Repayments of convertible note payable			-				(2,500	)
Net cash used in financing activities			-				6,607
Net change in cash			-				(20,334	)
Cash at beginning of period			-				20,334
Cash at end of period		$	-			$	-
Supplemental cash flow information
Cash paid for interest		$	-			$	-
Cash paid for income taxes		$	-			$	-
Non-cash investing and financing activities
Forgiveness of related party convertible note payable		$	2,634			$	-
Forgiveness of related party interest payable		$	606			$	-
Forgiveness of convertible note payable		$	23,783			$	-
Forgiveness of note payable		$	600			$	-
Forgiveness of interest payable		$	1,923			$	-
Common shares issued in exchange for note payable principal		$	250,000			$	-
Account payable entered into for intangible asset		$	55,000			$	-
Accounts payable paid by related party		$	3,425			$	-
Accounts payable paid by convertible noteholder		$	4,900			$	-
Related party note payable entered into for purchase of treasury stock		$	10,000			$	-
Notes payable entered into for purchase of treasury stock		$	85,000			$	-
Related party advance for purchase of treasury stock		$	100			$	-
Preferred dividend declared		$	-			$	6,448
Preferred stock issued for repayment of note payable		$	-			$	18,500
Preferred stock issued for repayment of accrued interest payable		$	-			$	31,500

See accompanying notes to unauditedcondensed consolidated financial statements.

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DLT RESOLUTION, INC.

HEMCARE HEALTH SERVICES INC.

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2017March 31, 2020

Note 1 - Basis of Presentation– Organization and Significant Accounting Policies

The accompanying unaudited interim financial statements of Hemcare Health ServicesDLT Resolution Inc. (formerly NSU Resources, Inc.) (collectively referred to herein as “Hemcare Health Services”, “Hemcare”, or(“DLT, the “Company”), have been prepared“we” and “our”) operates in accordance with accounting principles generally acceptedthree high-tech industry segments: Blockchain Applications; Telecommunications; and Data Services which includes Image Capture, Data Collection, Data Phone Center Services, and Payment Processing. The Company offers secure data management, Information Technology (IT) and other telecommunications services in Canada and the United StatesStates. The Company operates a Health Information Exchange providing the ability to request and retrieve medical information and records while meeting all of Americatoday’s Security & Compliance demands for HIPAA, PIPEDA and PHIPA. Through our acquisition of Union Strategies, Inc. (“USI”), the rulesCompany operates a business focused on designing, installing and maintaining telephony, data, video, storage, and LAN/WAN networks. USI’s clients encompass K-12 and higher education institutions, trades industry organizations, and local government entities having memberships ranging from 100 to 10,000 people that utilize products and services that USI provides by deploying a variety of the Securitiestechnologies to keep client networks up and Exchange Commission, and should be read in conjunction with the audited financial statements for the period ended December 31, 2016 and notes thereto contained in the Company’s Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2016 as reported in the form 10-K have been omitted.

Note 2 - Going Concernrunning efficiently.

The Company had an accumulated deficit of $3,421,410$4,653,230 and a working capital deficit of $336,848$219,782 as of September 30, 2017 and had no revenues.December 31, 2019. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Continuation of the Company’s existence depends upon its ability to obtain additional capital. 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. These unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 3 - Significant Accounting PoliciesThe 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 months ended March 31, 2020 are not necessarily indicative of the results that we will have for any subsequent period.

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 months ended March 31, 2020 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, 2019 included in our Annual Report on Form 10-K as filed with the SEC on April 30, 2020.

Use of Estimates

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

Cash EquivalentsIncome taxes

The Company considers all highly liquid investments with maturities of three months or less atIncome taxes are provided for using the time of purchase to be cash equivalents.

Prior Period Conformity

The Company has reclassified balances in the prior period financial statements for conformity with the current period for comparison purposes.

Income Taxes

The Company accounts for income taxes under the asset and liability method whereof accounting in accordance with FASB ASC Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). A deferred tax assetsasset or liability is recorded for all temporary differences between financial and liabilitiestax reporting. Temporary differences are recognized for the future tax consequences attributable to differences between the financial statements carryingreported amounts of existing assets and liabilities and their respective tax bases.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 measured using enactedadjusted for the effect of changes in tax laws and rates expected to apply to taxable income inon the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.date of enactment.

At September 30, 2017,March 31, 2020, 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.

HEMCARE HEALTH SERVICES INC.

Notes to Unaudited Financial Statements

September 30, 2017

Note 3 - Significant Accounting Policies (continued)

Intangible Asset

During the nine months ended September 30, 2017, the Company entered into an agreement whereby a third party would build a web portal as part of executing our business plan. Through September 30, 2017, we had incurred $55,000 of costs to build the portal which are included in accounts payable as of September 30. The portal has yet to be launched and as such there has been no amortization recorded or impairment as of September 30, 2017.

Net Income (Loss) Per Share

Net loss per share is calculated in accordance with FASB ASC topic 260. Basic lossearnings (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. Asperiod, assuming conversion or exercise of September 30, 2017, there was a convertible noteall potentially dilutive securities outstanding that could convert to a totalduring each reporting period presented. Potentially dilutive securities are not presented or used in the computation of 490,000 common shares. Because of the net loss incurred during the three and nine months ended September 30, 2017, the impacts of dilutive instruments would have been anti-dilutive for the period presented and have been excluded fromdiluted loss per share calculations. Thereon the statement of operations for periods when the Company incurs net losses, as their effect would be anti-dilutive.

As of March 31, 2020 and 2019, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding, which were no potentially dilutive instruments outstanding at September 30, 2016.convertible into 12,800 shares of the Company’s common stock. As of March 31, 2020, the Company expects to issue an additional 1,500,000 restricted common shares of stock from recent acquisitions. See Note 2.

Derivative LiabilitiesForeign Currency Translation

The Company records a debt discount relatedfunctional 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 0.711187 and 0.771486 in effect at the issuancebalance sheet dates of convertible debts thatMarch 31, 2020 and December 31, 2019, respectively. Unaudited condensed consolidated statements of operations amounts have conversion features at adjustable rates. The debt discountbeen translated using the annual weighted average exchange rates of 0.744205 for the convertible instruments is recognizedthree months ended March 31, 2020 and measured by allocating a portion of0.752067 for the proceedsthree months ended March 31, 2019. Resulting gains or losses from translating foreign currency financial statements are recorded as an increase in additional paid-in capital and as a reduction to the carrying amount of the convertible instrument equal to the intrinsic value of the conversion features. The debt discount will be accreted by recording additional non-cashother comprehensive income (loss). Foreign currency transaction gains and losses relatedresulting 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 recognized for the three-month periods ended March 31, 2020 and 2019 were $0 and $5,366, 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 changefair values.

Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair market values of derivative liabilities over the lifevalue 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 convertible notes.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.

Recently IssuedAdopted Accounting Pronouncements

From timeIn June 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 requires entities to time, new accounting pronouncements are issued by the Financial Accounting Standards Board ("FASB") or other standard setting bodies that are adopted by the Company as of the specifiedestablish an allowance for credit losses for most financial assets. Prior US GAAP was based on an incurred loss methodology for recognizing credit losses on financial assets measured at amortized cost and available-for sale debt securities. The update is effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective willfor fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 31, 2018. The amendments in this ASU did not have a material impact on our condensed consolidated financial position or results of operations upon adoption.statements.

Note 4 - Related Party TransactionsIn August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820) — Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures. ASU 2018-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The amendments in this ASU did not have a material impact on our condensed consolidated financial statements.

Recent Accounting Pronouncements

No salariesIn December 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) — Simplifying the Accounting for Income Taxes. ASU 2019-12 which modifies ASC 740 to simplify the accounting for income taxes. The ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020. We have not yet completed the full assessment of the impact on our condensed consolidated financial statements or related disclosures.

In March 2020, The FASB issued ASU 2020-03, Codification Improvements to Financial Instruments – Issue 4: Cross-Reference to Line of-Credit or Revolving-Debt Arrangements Guidance in Subtopic 470-50. Stakeholders the ASU requests that paragraphs 470-50-40-17 through 40-18, which describe the accounting for fees between debtor and creditor and third-party costs directly related to exchanges or modifications of debt instruments, reference paragraph 470-50-40-21 for line-of-credit or revolving-debt arrangements. We have not yet completed the full assessment of the impact on our condensed consolidated financial statements or related disclosures.

Note 2–Acquisitions

Acquisition of 1922861 Ontario Inc.

On April 12, 2018, the Company entered into and closed the transactions contemplated by the definitive asset purchase agreement and plan of re-organization by and among the Company, 1922861 Ontario Inc. a corporation organized under the laws of Ontario (“1922861 Ontario Inc.”), the stockholders of 1922861 Ontario Inc. and other parties signatory thereto to acquire all the operating assets of 1922861 Ontario Inc. for 500,000 restricted common shares of DLT Resolution valued at $212,520, and a payment of CAD $19,200 to 1922861 Ontario’s supplier. On September 21, 2018 the 1922861 Ontario Inc. acquisition reached the first milestone and received another 500,000 restricted commons shares of DLT Resolution valued at $205,295. The acquisition is considered a business combination for accounting purposes under ASC 805, and resulted in the integration of 1922861 Ontario Inc.’s operating assets and processes into the Company’s Canadian subsidiary DLT Resolution Corp.

In addition to the consideration on closing, an additional 500,000 restricted shares of Company Common Stock may potentially be issued upon the acquired base generating CAD $500,000 in cumulated gross sales with a 10% pre-tax profit. The Company has allotted 24 months to achieve this milestone. There is full acceleration to allow for full vesting as quickly as the cumulative sales milestones are reached.

The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, equipment, customer relationships, software, domain names and non-compete agreements) and liabilities assumed (accounts payable and related party payable) at fair value as of the acquisition date. The carrying values of cash, accounts receivable, accounts payable and related party payable were paiddeemed to directors or executives duringbe fair value as of the periods ended September 30, 2017 or 2016.acquisition date. The Company determined the fair value of the equipment to be historical net book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. However, the allocation of excess purchase and the amounts allocated to intangible assets are now as per valuation of assets and liabilities performed by independent valuer. Under the purchase agreement, the Company issued 1,000,000 shares of Common Stock valued at $417,815 and committed to issue an additional 500,000 shares of Common Stock at certain milestones, which was determined to have a fair value of $685,000 with mark to market pricing of DLT stock price as of December 31, 2019 and March 31, 2020 using its $1.37 closing price as of both dates. The obligation to issue the 500,000 shares of Company Common Stock is shown as an “other long-term liabilities” on the face of the balance sheet and was valued at $685,000 as of March 31, 2020 and December 31, 2019, respectively. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition:

Acquisition of Union Strategies Inc.

On January 31, 2017,30, 2020, the Company entered into a mutual releasetransactions contemplated by the definitive share for share exchange agreement with a related party with which there was an outstanding convertible noteand plan of $2,634re-organization (the “Purchase Agreement”) by and among the Company, Union Strategies. Inc. (“USI”), the stockholders of USI and other parties signatory thereto to acquire all the issued and outstanding accrued interestcapital stock of $1,923.USI for 1,500,000 shares of the Company’s restricted Common Stock (the “Closing Shares”). The agreement forgaveacquisition resulted in USI becoming a wholly-owned subsidiary of the outstanding payablesCompany.

In the event that USI’s gross revenue for 2020 exceeds CAD $3,100,000 and they were writtenit generates a minimum $75,000 in EBITDA (the “Performance Targets”), the Company agreed to $0 againstissue an additional paid in capital1,000,000 shares of restricted Company Common Stock (“the Contingent Shares”) as additional purchase price consideration, which the Company estimates is probable that the Performance Targets will be achieved. Based on the date$1.60 closing share price of the agreement.Company’s Common Stock on January 30, 2020, the Closing Shares are valued at $2,400,000 and the Contingent Shares are valued at $1,600,000, for a total purchase price consideration of $4,000,000.

DuringThe Company applied the nineacquisition method to the business combination and valued each of the assets acquired and liabilities assumed at fair value as of the acquisition date. The carrying values of accounts receivable, property and equipment, right to use asset, accounts payable, HST payable, accrued liabilities and lease obligation were deemed to be fair value as of the acquisition date. The preliminary allocation of the purchase price is based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. However, the estimates of the fair value of the assets acquired and liabilities assumed are subject to revision based on the results of their valuation performed by an independent valuer. The obligation to issue the Contingent Shares is subject mark to market pricing of DLT stock price and is included in “other long-term liabilities” on the face of the balance sheet and valued at $1,370,000 based on the $1.37 closing share price of DLT Common Stock on March 31, 2020.

The following table shows the estimated fair values of USI’s assets acquired and liabilities assumed at the January 30, 2020 date of acquisition:

Pro Forma

The following table presents the unaudited pro forma results of the Company for the years ended December 31, 2019 and 2018 as if the acquisitions of USI and the combined 1922861 Ontario Inc. and DLT Resolution Corp. occurred on January 1, 2018. The pro forma results include estimates and assumptions which management believes are necessary. However, pro forma results do not include an anticipated cost savings or their effects of the planned integration of USI and 1922861 Ontario Inc. and are not necessarily indicative of the result that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future. The unaudited pro forma revenue and net loss for USI was approximately $2,730,000 and $175,000, respectively, for 2019. The unaudited pro forma revenue and net income for USI was approximately $2,700,000 and $88,000, respectively, for 2018. The unaudited pro forma revenue and net loss for the combined 1922861 Ontario Inc. and DLT Resolution Corp. was approximately $953,000 and $374,000, respectively, for the year ended December 31, 2018. The pro forma information includes adjustments for the amortization of intangible assets.

USI and 1922861 Ontario Inc. did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and net losses.

Note 3 – Goodwill and Intangible Assets

Due to a sustained decline in the market capitalization of our common stock during the first quarter of 2020, we performed an interim goodwill impairment test. Management considered that, along with other possible factors affecting the assessment of the Company’s reporting unit for the purposes of performing a goodwill impairment assessment, including management assumptions about expected future revenue forecasts and discount rates, changes in the overall economy, trends in the stock price, estimated control premium, other operating conditions, and the effect of changes in estimates and assumptions that could materially affect the determination of fair value and goodwill. As a result of the significant decline in the current market capitalization despite any of the other positive factors contemplated and relatively little change in our ongoing business operations, the outcome of this goodwill impairment test resulted in a charge for the impairment of goodwill of $159,187 recorded in the unaudited condensed consolidated financial statements for the three months ended September 30, 2017,March 31, 2020.

We amortize identifiable intangible assets on a related party paid $6,419straight-line basis over their estimated useful lives. As of expenses, $3,426 of outstanding payables on behalf of the company and $100 to repurchase treasury stock on behalf of the Company. The advances are due on demand and are included in current liabilities as a result. There was $49,544 and $39,599 due to related parties as of September 30, 2017March 31, 2020 and December 31, 2016.2019, identifiable intangibles were as follows: