Item 1: Financial Statements. DLT RESOLUTION, INC Condensed Consolidated Balance Sheets (Unaudited) | | September 30, 2022 | | | December 31, 2021 | | ASSETS | | Current assets | | | | | | | Cash and cash equivalents | | $ | 9,415 | | | $ | 29,783 | | Accounts receivable, net of allowance for doubtful accounts of $34,925 at September 30, 2022 and $0 at December 31, 2021 | | | 55,816 | | | | 49,129 | | Total current assets | | | 65,231 | | | | 78,912 | | | | | | | | | | | Intangible assets, net of accumulated amortization | | | 152,856 | | | | 213,742 | | Assets from discontinued operations | | | 116,237 | | | | 1,066,003 | | Total assets | | $ | 334,324 | | | $ | 1,358,657 | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS’ (DEFICIT) EQUITY | | | | | | | | | | Current liabilities | | | | | | | | | Accounts payable and accrued liabilities | | $ | 222,315 | | | $ | 207,588 | | Accounts payable, related party | | | 15,000 | | | | 15,000 | | Interest payable, related party | | | 54,382 | | | | 47,067 | | Related party payables | | | 57,222 | | | | 60,017 | | Notes payables, related party | | | 81,500 | | | | 81,500 | | Notes payable, current portion | | | 29,087 | | | | 31,306 | | Liabilities from discontinued operations | | | 708,800 | | | | 780,703 | | | | | | | | | | | Total current liabilities | | | 1,168,306 | | | | 1,223,181 | | | | | | | | | | | Notes payable, net of current portion | | | 5,000 | | | | 5,000 | | Total liabilities | | | 1,173,306 | | | | 1,228,181 | | | | | | | | | | | Stockholders’ (deficit) equity | | | | | | | | | Series A convertible preferred stock, $1.00 par value; 5,000,000 shares authorized; 0 issued and outstanding at September 30, 2022 and December 31, 2021 | | | - | | | | - | | Series B convertible preferred stock, $1.00 par value; 500,000 shares authorized; 64,000 issued and outstanding at September 30, 2022 and December 31, 2021 | | | 64,000 | | | | 64,000 | | Common stock, $0.001 par value; 275,000,000 shares authorized; 27,314,561 issued; 23,499,561 outstanding at September 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 (loss) | | | 625,976 | | | | (182,345 | ) | Treasury stock, 3,815,000 shares as of September 30, 2022 and December 31, 2021, at cost | | | (5,300 | ) | | | (5,300 | ) | Accumulated deficit | | | (8,511,171 | ) | | | (6,548,815 | ) | Total stockholders’ (deficit) equity | | | (838,982 | ) | | | 130,476 | | | | | | | | | | | Total liabilities and stockholders’ (deficit) equity | | $ | 334,324 | | | $ | 1,358,657 | | | | | | | | | | | See accompanying notes to unaudited condensed consolidated financial statements. |
Item 1: Financial Statements
DLT RESOLUTION, INC. | Unaudited Condensed Consolidated Statements of Operations |
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 | | | $ | - | |
| | Three months ended September 30, | | | Nine months ended September 30, | | | | 2022 | | | 2021 | | | 2022 | | | 2021 | | Revenue | | $ | 61,474 | | | $ | 59,558 | | | $ | 168,048 | | | $ | 220,497 | | | | | | | | | | | | | | | | | | | Cost of revenue and operating expenses | | | | | | | | | | | | | | | | | Cost of revenue | | | 40,109 | | | | 36,628 | | | | 115,368 | | | | 119,677 | | General and administrative | | | 14,828 | | | | 13,898 | | | | 82,479 | | | | 55,203 | | Depreciation and amortization | | | 16,052 | | | | (7,146 | ) | | | 48,773 | | | | 46,772 | | Professional fees | | | 3,098 | | | | 8,579 | | | | 89,199 | | | | 31,277 | | | | | | | | | | | | | | | | | | | Total operating expenses | | | 74,087 | | | | 51,959 | | | | 335,819 | | | | 252,929 | | | | | | | | | | | | | | | | | | | (Loss) income from operations | | | (12,613 | ) | | | 7,599 | | | | (167,771 | ) | | | (32,432 | ) | | | | | | | | | | | | | | | | | | Other expense | | | | | | | | | | | | | | | | | Foreign exchange gain (loss) | | | 8 | | | | (226 | ) | | | 22 | | | | (281 | ) | Interest expense | | | (1,829 | ) | | | (1,828 | ) | | | (10,723 | ) | | | (5,501 | ) | Total other expense | | | (1,821 | ) | | | (2,054 | ) | | | (10,701 | ) | | | (5,782 | ) | (Loss) income from continuing operations | | | (14,434 | ) | | | 5,545 | | | | (178,472 | ) | | | (38,214 | ) | Loss from discontinued operations | | | (4,993 | ) | | | (140,916 | ) | | | (964,902 | ) | | | (462,866 | ) | | | | | | | | | | | | | | | | | | Net loss | | $ | (19,427 | ) | | $ | (135,371 | ) | | $ | (1,143,374 | ) | | $ | (501,080 | ) | | | | | | | | | | | | | | | | | | Loss per common share, basic and diluted | | $ | (0.00 | ) | | $ | (0.01 | ) | | $ | (0.04 | ) | | $ | (0.02 | ) | Weighted average shares outstanding, basic and diluted | | | 27,314,561 | | | | 26,415,258 | | | | 27,006,353 | | | | 26,926,287 | |
See accompanying notes to unaudited condensed consolidated financial statements. 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 | |
DLT RESOLUTION, INC.
Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) | | Three months ended September 30, | | | Nine months ended September 30, | | | | 2022 | | | 2021 | | | 2022 | | | 2021 | | Net loss | | $ | (19,427 | ) | | $ | (135,371 | ) | | $ | (1,143,374 | ) | | $ | (501,080 | ) | | | | | | | | | | | | | | | | | | Other comprehensive income (loss) | | | | | | | | | | | | | | | | | Gain on adjusted value of other long-term liability | | | - | | | | - | | | | - | | | | (610,000 | ) | Foreign currency translation adjustment | | | 325,970 | | | | (247,166 | ) | | | 808,321 | | | | (378,726 | ) | Total other comprehensive income (loss) | | | 325,970 | | | | (247,166 | ) | | | 808,321 | | | | (988,726 | ) | | | | | | | | | | | | | | | | | | Comprehensive income (loss) | | $ | 306,543 | | | $ | (382,537 | ) | | $ | (335,053 | ) | | $ | (1,489,806 | ) |
See accompanying notes to unaudited condensed consolidated financial statements. DLT RESOLUTION, INC Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity 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 | |
| | Series B Preferred Stock | | | Common Stock | | | Common Stock | | | Additional Paid-in | | | Treasury | | | Other Comprehensive | | | Accumulated | | | | | | | Shares | | | Amount | | | Shares | | | Amount | | | Subscribed | | | Capital | | | Stock | | | income | | | Deficit | | | Total | | Balance, December 31, 2021 | | | 64,000 | | | $ | 64,000 | | | | 26,926,287 | | | $ | 26,926 | | | $ | 14,000 | | | $ | 6,762,010 | | | $ | (5,300 | ) | | $ | (182,345 | ) | | $ | (6,548,815 | ) | | | 130,476 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Sales of Common Stock | | | - | | | | - | | | | 388,274 | | | | 389 | | | | - | | | | 184,188 | | | | - | | | | - | | | | - | | | | 184,577 | | Foreign currency translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | 808,321 | | | | - | | | | 808,321 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loss on investment in Union Strategies Inc. | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (818,982 | ) | | | (818,982 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | | | | | - | | | | (1,143,374 | ) | | | (1,143,374 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance, September 30, 2022 | | | 64,000 | | | $ | 64,000 | | | | 27,314,561 | | | $ | 27,315 | | | $ | 14,000 | | | $ | 6,762,010 | | | $ | (5,300 | ) | | $ | 625,976 | | | $ | (8,511,171 | ) | | $ | (838,982 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance, December 31, 2020 | | | 64,000 | | | $ | 64,000 | | | | 25,926,287 | | | $ | 25,926 | | | $ | 14,000 | | | $ | 4,913,010 | | | $ | (5,300 | ) | | $ | 816,396 | | | $ | (5,139,159 | ) | | $ | 688,873 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Issuance of common stock for acquisition | | | - | | | | - | | | | 1,000,000 | | | | 1,000 | | | | - | | | | 1,849,000 | | | | - | | | | - | | | | - | | | | 1,850,000 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Foreign currency translation adjustment | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (378,726 | ) | | | - | | | | (378,726 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Loss on adjusted value of other long-term liability | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (610,000 | ) | | | - | | | | (610,000 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Net loss | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | - | | | | (501,080 | ) | | | (501,080 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Balance September 30, 2021 | | | 64,000 | | | $ | 64,000 | | | | 26,926,287 | | | $ | 26,926 | | | $ | 14,000 | | | $ | 6,762,010 | | | $ | (5,300 | ) | | $ | (172,330 | ) | | $ | (5,640,239 | ) | | $ | 1,049,067 | |
See accompanying notes to unaudited condensed consolidated financial statements. DLT RESOLUTION, INC | Unaudited Condensed Consolidated Statements of Cash Flows | | | | Nine Months Ended September 30, 2022 | | | Nine Months Ended September 30, 2021 | | | | | | | | | Cash flows from operating activities | | | | | | | Net loss | | $ | (178,472 | ) | | $ | (38,214 | ) | Adjustments to reconcile net loss to net cash used in operating activities | | | | | | | | | Depreciation and amortization expense | | | 48,773 | | | | 46,772 | | Bad debt expense | | | 34,925 | | | | - | | Changes in operating assets and liabilities | | | | | | | | | Accounts receivable | | | (55,209 | ) | | | (65,231 | ) | Interest payable, related party | | | 7,315 | | | | 5,502 | | Accounts payable and accrued liabilities | | | 18,180 | | | | 29,535 | | Repayments to related parties | | | (76,521 | ) | | | - | | Net cash used in operating activities | | | (201,009 | ) | | | (9,327 | ) | | | | | | | | | | Net cash used in investing activities | | | - | | | | - | | | | | | | | | | | Cash flows from financing activities | | | | | | | | | Proceeds from bank overdrafts | | | - | | | | 6,958 | | Proceeds from sales of common stock | | | 184,577 | | | | - | | Net cash provided by financing activities | | | 184,577 | | | | 6,958 | | | | | | | | | | | Net change in cash | | | (16,432 | ) | | | (2,369 | ) | Effect of exchange rate on cash | | | (3,936 | ) | | | 897 | | Cash at beginning of period | | | 29,782 | | | | 4,557 | | Cash at end of period | | $ | 9,414 | | | $ | 3,085 | | | | | | | | | | | Supplemental cash flow information | | | | | | | | | Cash paid for interest | | $ | - | | | $ | - | | Cash paid for income taxes | | $ | - | | | $ | - | | | | | | | | | | | See accompanying notes to unaudited condensed consolidated financial statements. |
HEMCARE HEALTH SERVICES INC.
DLT RESOLUTION, INC. Notes to Unaudited Condensed Consolidated Financial Statements September 30, 20172022 Note 1 - Basis– Organization and Significant Accounting Policies The Company was organized on January 17, 2007 (Date of PresentationInception) 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 unaudited interim financial statements of Hemcare Health Services Inc. (formerly NSU Resources, Inc.) (collectively referred to herein as “Hemcare Health Services”, “Hemcare”, or the “Company”), have been prepared in accordance with accounting principles generally accepted inassuming that the United States of America and the rules of the Securities 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 forCompany will continue as 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 Concern
going concern. The Company had anhas suffered recurring losses from operations and has a significant accumulated deficit of $3,421,410 and a working capital deficit of $336,848 as of September 30, 2017 and had no revenues.deficit. In addition, the Company continues to experience negative cash flow from operations. These mattersfactors raise substantial doubt about the Company’sCompany's ability to continue as a going concern. ContinuationThe financial statements do not include any adjustments that might result from the outcome of the Company’s existence depends upon its ability to obtain additional capital.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. These Interim Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements dohave 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 nine months ended September 30, 2022 are not necessarily indicative of the results that we will have for any adjustments that might result fromsubsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the outcome of this uncertainty.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. Note 3 - Significant Accounting PoliciesRevenue 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. 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, 2017,2022, there were no uncertain tax positions that require accrual. 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. 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 September 30, 2017, there was a2022 and December 31, 2021, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding, which were convertible note outstanding that could convert to a total of 490,000 common shares. Becauseinto 12,800 shares of the net loss incurred duringCompany’s Common Stock. Foreign Currency Translation The functional currency of the threeCompany’s subsidiaries in Canada is the Canadian Dollar. The subsidiaries’ assets and liabilities have been translated to U.S. dollars using exchange rates of 0.727167 and 0.782656 in effect at the balance sheet dates of September 30, 2022 and December 31, 2021, respectively. Unaudited condensed consolidated statements of operations amounts have been translated using the weighted average exchange rates of 0.775500 for the nine months ended September 30, 2017,2022 and 0.793692 for the impactsnine months ended September 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 nine-month periods ended September 30, 2022 and 2021 were $22 and ($281), respectively. Fair Value of dilutiveFinancial 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 have been anti-dilutivebe 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 presented(realized and have been excluded from loss per share calculations. There were no potentially dilutive instruments outstanding at September 30, 2016.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. Derivative LiabilitiesNote 2 – Discontinued Operations
The Company recordssuspended 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 debt discountthird 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. Note 3 – Intangible Assets We amortize identifiable intangible assets on a straight-line basis over their estimated useful lives. As of September 30, 2022 and December 31, 2021, identifiable intangibles were as follows: | | September 30, 2022 | | | December 31, 2021 | | | | | | | | | Developed technology | | $ | 294,503 | | | $ | 316,976 | | Customer relationships | | | 94,532 | | | | 101,745 | | Domain and trade name | | | 3,636 | | | | 3,913 | | Non-compete | | | 34,177 | | | | 36,785 | | Accumulated amortization | | | (273,992 | ) | | | (245,677 | ) | Total intangible assets, net | | $ | 152,856 | | | $ | 213,742 | |
Expected future amortization expense related to the issuanceidentifiable intangibles based on our carrying amount as of convertible debts that have conversion features at adjustable rates. The debt discountSeptember 30, 2022 for the convertible instrumentsfollowing five years is recognizedas follows (in thousands): For the Twelve Months ended September 30, | | | | 2023 | | $ | 60,978 | | 2024 | | | 60,978 | | 2025 | | | 30,900 | | 2025 | | | - | | 2027 | | | - | | Thereafter | | | | | | | $ | 152,856 | |
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 September 30, 2022, the note is unpaid. Note 5 – Stockholders’ Equity Common stock During the nine months ended September 30, 2022, the Company sold 388,274 shares of restricted Common stock to third parties and measured by allocatingreceived $184,577 in proceeds. Common stock subscribed The Company sold a portionsubscription to purchase 14,000 shares of its Common Stock for $14,000 on April 24, 2020. To date, the proceeds as an increase in additional paid-in capital and as a reductionshares have not been issued 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-cash gains and losses related to the change in fair market values of derivative liabilities over the life of the convertible notes.purchaser. From time 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 specified effective date. Unless otherwise discussed, we believe that the impact of recently issued standards that are not yet effective will not have a material impact on our financial position or results of operations upon adoption.
Note 4 -6 – Related Party Transactions No salaries were paid tocompensation was incurred for the services of the Company’s directors or executives during the periods ended September 30, 2017 or 2016.2022 and 2021. On JanuaryAs of September 30, 2022 and December 31, 2017,2021, the Company entered into a mutual release agreement with ahad outstanding amounts payable to related party with which there was an outstanding convertible noteparties of $2,634$57,222 and outstanding accrued interest of $1,923.$60,017. The agreement forgave the outstanding payables and they were written to $0 against additional paid in capital on the date of the agreement.
During the nine months ended September 30, 2017, a related party paid $6,419 of expenses, $3,426 of outstanding payables on behalf of the company and $100 to repurchase treasury stock on behalf of the Company. The advancesobligations are unsecured, non-interest bearing, due on demand and are includedpayable in current liabilities as a result. There was $49,544 and $39,599 dueCanadian dollars, with the change in the liability from December 31, 2021 to related parties as of September 30, 20172022 attributable to the change in the exchange rate for U.S. and December 31, 2016.
On August 1, 2017, the Company entered into a $10,000 note payable with a related party to purchase 3,000,000 common shares as treasury stock. The note requires payments of $5,000 on July 1, 2019, $2,500 on July 1, 2020 and $2,500 plus all accrued interest on July 31, 2022 and accrues interest at 3% per annum. There was $10,000 of principal and accrued interest of $49 due as of September 30, 2017.
HEMCARE HEALTH SERVICES INC.
Notes to Unaudited Financial Statements
September 30, 2017
Note 5 – Stockholders’ Equity
Series A Convertible Preferred StockCanadian dollars.
The Company is authorizedhas a note payable to issue up to 5,000,000 shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock can be converted to common shares at the option of the holder at a rate equal to $0.10 per share. During the nine months ended September 30, 2017, the Company issued 25,000 shares of Series A Convertible Preferred Stock in exchange for 2,417,000 shares of common stock.
There were 25,000 and 0 shares of series A convertible preferred stock issued and outstanding as of September 30, 2017 and December 31, 2016. Additionally, the Company had accrued dividends payable on series A convertible preferred stock totaling $25,448 at September 30, 2017 and December 31, 2016.
Common Stock
On March 2, 2015, the Company effected a 1:50 reverse stock split. The effects of the reverse split are shown retroactively in these financial statements.
The authorized common stock of the Company consists of 275,000,000 shares and carries a par value of $0.001. During the year ended December 31, 2014, the Company bought back 380,000 post-split shares of common stock into treasury from a former officer for $100. The shares are being carried as treasury shares as reflected on the balance sheet.
During the year ended December 31, 2016, the Company issued 131,170,000 common shares for the conversion of 131,170 shares of Series A Preferred Stock. There was no gain or loss on this conversion
During the nine months ended September 30, 2017, the Company entered into agreements with various individuals and entities to cancel a total of 71,140,000 shares of its common stock; entered into $10,000 of related party notes payable for the purchase of 3,000,000 shares of common stock; entered into $85,000 of notes payable for the purchase of 65,670,000 shares of common stock; purchased 20,000,000 common shares through an advance from a related party and 12,500,000 common shares in exchange for $250,000 of outstanding note principal.
There were 212,275,211 and 273,332,211 common shares issued and 123,225,211 and 272,952,211 shares outstanding as of September 30, 2017 and December 31, 2016, respectively.
Note 6 – Notes Payable
During the year ended December 31, 2015, the Company entered into a note payable with an unrelated party as a settlement for payment of consulting services provided valued at $350,000.services. The note carries interest of 9% compounded annually and is due on November 19, 2016. During the year endeddemand. As of September 30, 2022 and December 31, 2016, the Company issued 50,000 shares2021, $81,500 of series A convertible preferred stock as repayment of $31,500principal and $54,382 and $47,067, of accrued interest and $18,500 of outstanding principal. was due, respectively.
Note 7 – Concentrations During the nine monthsthree-month and nine-month periods ended September 30, 2017,2022 and 2021, no single customer accounted for more than 10% of total revenue for the respective periods. As of September 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. Note 8 – Commitments and Contingencies A Canadian subsidiary of the Company issued 12,500,000 sharesincurs 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 common stock in exchange for $250,000 of principal and extendeda potential assessment would not be material to the maturity date to January 26, 2018. There was $81,500 and $331,500 of principal and $17,696 and $10,299 of accrued interest duefinancial statements as of September 30, 20172022 and December 31, 2016. Accruedthe nine 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 payable is included in “accounts payable and accrued liabilities”on the subsidiary. No provision on the balance sheet. Duringsheet is carried for the nine months ended September 30, 2017,possible assessment. Management estimates that the Company entered into an agreement withamount of a noteholderpotential assessment would not be material to forgive a $600 outstanding note payable. The Company wrote the balance to $0 as a discharge of indebtedness on thefinancial statements of operations. There was $0 and $600 outstanding as of September 30, 20172022 and December 31, 2016.the nine months then ended.
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 August 1, 2017,March 15, 2023, the Company entered intosold its 100% ownership of DLT Data Services Inc. to a note payablethird party for $75,000 toa nominal purchase 52,500,000 shares of common stock. The note requires payments of $25,000 on July 1, 2019, $25,000 on July 1, 2020price and $25,0500 plus all accrued interest on July 31, 2022 and accrues interest at 3% per annum. There was $75,000 of principal and accrued interest of $370 duehas recognized its activities as of September 30, 2017.discontinued operations within the accompanying unaudited condensed consolidated financial statements. HEMCARE HEALTH SERVICES INC.
Notes to Unaudited Financial Statements
September 30, 2017
Note 6 – Notes Payable (continued)
On August 1, 2017, the Company entered into a note payable for $10,000 to purchase 13,170,000 shares of common stock. The note requires payments of $5,000 on July 1, 2019, $2,500 on July 1, 2020 and $2,500 plus all accrued interest on July 31, 2022 and accrues interest at 3% per annum. There was $10,000 of principal and accrued interest of $49 due as of September 30, 2017.
Note 7 – Convertible Notes Payable
During the nine months ended September 30, 2017, the Company entered into an agreement with a convertible noteholder for the extinguishment the outstanding principal of the convertible note of $24,383 and interest of $1,923 for a total $26,306. There was $0 and $23,784 net of discounts outstanding at September 30, 2017 and December 31, 2016.
On May 22, 2017, the Company entered into a convertible note payable for $4,900 which was paid to third parties on our behalf resulting in net cash proceeds to the Company of $0. The note carries interest at a rate of 10% per annum and is due on August 20, 2017. The note and accrued interest is convertible into common stock of the Company at a rate equal to a 50% discount from the stock price on the date of conversion if converted within the first 90 days and the lesser of a 50% discount from the stock price on the date of conversion and $0.01 if converted after 90 days. There was $4,900 of principal, debt discounts of $0 and accrued interest totaling $994 outstanding as of September 30, 2017.
Note 8 – Derivative Liability
As discussed in Note 3, on a recurring basis, we measure certain financial assets and liabilities based upon the fair value hierarchy. The following table presents information about the Company’s liabilities measured at fair value as of September 30, 2017 and December 31, 2016:
| | Level 1 | | | Level 2 | | | Level 3 | | | Fair Value at September 30, 2017 | | Liabilities | | | | | | | | | | | | | Derivative Liability | | $ | - | | | $ | 68,793 | | | $ | - | | | $ | 68,793 | | | | | | | | | | | | | | | | | Level 1 | | | Level 2 | | | Level 3 | | | Fair Value at December 31, 2016 | | Liabilities | | | | | | | | | | | | | | | | | Derivative Liability | | $ | - | | | $ | - | | | $ | - | | | $ | - | |
As of September 30, 2017, the Company had a $68,793 derivative liability balance on the balance sheet and recorded a loss from derivative liability fair value adjustment of $63,886 and $63,445 during the three and nine months ended September 30, 2017. The Company assessed its outstanding convertible notes payable as summarized in Note 7 – Convertible Notes Payable and determined certain convertible notes payable with variable conversion features contain embedded derivatives and are therefore accounted for at fair value under ASC 920, Fair Value Measurements and Disclosures and ASC 825, Financial Instruments.
Utilizing Level 2 Inputs, the Company recorded fair market value adjustments related to convertible notes payable for the nine months ended September 30, 2017 and 2016 of $63,445 and $0, respectively. The fair market value adjustments were calculated utilizing the Black-Sholes method using the following assumptions: risk free rates of 1.20%, dividend yield of 0%, expected lives of 0.50 years, and volatility of 189%.
HEMCARE HEALTH SERVICES INC.
Notes to Unaudited Financial Statements
September 30, 2017
Note 8 – Derivative Liability (continued)
A summary of the activity of the derivative liability is shown below:
Balance at December 31, 2016 | | $ | - | | Derivative liabilities recorded | | | 5,348 | | Change due to note conversion | | | - | | Fair value adjustment | | | 63,445 | | Balance at September 30, 2017 | | $ | 68,793 | |
Note 9 – Commitments and Contingencies
During the year ended December 31, 2015, the Company issued a total of 100,000 shares of series A convertible preferred stock in exchange for a prepayment of royalties and 40 complete Ultroid systems. Additionally, as discussed in Note 6, the Company entered into two separate convertible notes payable with an unrelated party. These transactions were not approved by unanimous board consent through the Company’s normal approval procedures. As such, the Company may challenge the validity of these agreements after additional review of the relevant details.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operation.Shareholders’ Equity General. Plan of OperationsSPECIAL NOTE ABOUT FORWARD-LOOKING STATEMENTS
The Company was organized January 17, 2007 (Date of Inception) underThis Quarterly Report on Form 10-Q contains forward-looking statements that have been made pursuant to the lawsprovisions of the StatePrivate Securities Litigation Reform Act of Nevada,1995. These forward-looking statements are based on current expectations, estimates, and projections about DLT Resolutions’ industry, management’s beliefs, and certain assumptions made by management. Forward-looking statements include our expectations regarding product, services, and maintenance revenue, annual savings associated with the organizational changes effected in prior years, and short- and long-term cash needs. In some cases, words such as DBL Senior Care, Inc.“anticipates,” “expects,” “intends,” “plans,” “believes,” “estimates,” variations of these words, and subsequently changed its namesimilar expressions are intended to HemCare Health Services Inc.identify forward-looking statements. The statements are not guarantees of future performance and are subject to certain risks, uncertainties, and assumptions that are difficult to predict; therefore, actual results may differ materially from those expressed or forecasted in any forward-looking statements. Risks and uncertainties of our business include those set forth in our Annual Report on March 2, 2015.
Under previous management, the initial business of the Company was to provide personal care services to elderly, physically disabled or other home-bound individuals suffering infirmity. DuringForm 10-K for the year ended December 31, 2009,2021, as filed with the boardSEC on March 13, 2023, under “Item 1A. Risk Factors” as well as additional risks described in this Form 10-Q. Unless required by law, we undertake no obligation to update publicly any forward-looking statements, whether as a result of directors changednew information, future events, or otherwise. However, readers should carefully review the Company's focus towardrisk factors set forth in other reports or documents we file from time to time with the manufactureSecurities and sale of fire retardant products.Exchange Commission, particularly the Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K.
Overview DLT Resolution Inc. (“DLT, the “Company”, “we” and “our”) operates in blockchain applications and telecommunications in Canada and the United States. The Company then changed its focus to the licensing of certain technologies related to rare earth minerals then to having the exclusive rights to the use of Optimum Performance (a proprietary formulation ofoperates a highly potent all-in-one daily feed supplement for the Horse industry. The Company while still keeping within the health and wellness industries, narrowed its focus to hemorrhoid medical procedures and entered into a license agreement to open hemorrhoid treatment centers and promote the Ultroid Hemorrhoid System globally during the year ended December 31, 2015 which was ceased in late 2016 due to numerous issues and concerns with the Licensor’s business, technology and principals. With the business focus potentially shifting the board asked for the former chief executive officer's resignation and Mr. John Wilkes returned to his former role as chief executive. Under Mr. Wilkes leadership, the company has been developing a new business strategy and objective still within the health care space but now focusing on the information Exchange sector. To this end management working together with significant shareholders, have been developing strategies and alliances to fulfil this objective. At the close of the fiscal year management began to develop a platform and portal for the Information Exchange with aim to completion and market launch in the 2nd quarter of 2017.
During the second quarter of 2017, the Company rolled out a soft launch of is Health Information Exchange portal, www.RecordsBank.org.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.
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.Recent Developments
Limited Operating History; NeedIn 2022, the Company suspended the operations of USI and has recognized its activities as discontinued operations within the financial statements for Additional Capital2022 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.
There is no historical financial information about us upon whichOn March 15, 2023, the Company sold its 100% ownership of DLT Data Services Inc. 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 tothird party for a nominal purchase price and cost increases in services.has recognized its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements.
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.
Results of Operations
Revenues Revenues during the three and nine months ended September 30, 2017 and 2016 were $0. The timing of generating revenues from the execution of the Company’s current business plan is presently undeterminable. Operating Expenses
Total operating expenses were $3,700 and $2,390 duringfor the three months ended September 30, 20172022 and 2016. The increase in operating expenses relate to the Company incurring additional general office expenses during the current period as it executes its business plan.2021 were $61,474 and $59,558, respectively.
Total operating expenses were $21,298 and $25,436 duringRevenues for the nine months ended September 30, 20172022 and 2016.2021 were $168,048 and $220,497, respectively. The decrease resulted primarily from having our operating company having fewer customers and less revenue per customer in operating expenses relate to the Company having incurred additional professional fees during the periodnine months ended September 30, 2016 related2022, which was partially offset by increased revenue in the three months ended September 30 2022 as compared to the timingcomparable period in 2021.
Cost of filing its audited financial statementsRevenue Cost of revenue for the yearthree months ended December 31, 2016.September 30, 2022 and 2021 were $40,109 and $36,628, respectively. The dollar decrease resulted primarily from the reduction in revenue and costs corresponding to that reduced revenue. Cost of revenue for the nine months ended September 30, 2022 and 2021 were $115,368 and $119,677, respectively. The dollar decrease resulted primarily from the reduction in revenue and costs corresponding to that reduced revenue. General and Administrative General and administrative expense, excluding professional fees, was $14,828 and $13,898 for the three months ended September 30, 2022 and 2021, respectively. General and administrative expense, excluding professional fees, was $82,479 and $55,203 for the nine months ended September 30, 2022 and 2021, respectively. Professional Fees Professional fees were $3,098 and $8,579 for the three months ended September 30, 2022 and 2021, respectively. Professional fees were $89,199 and $31,277 for the nine months ended September 30, 2022 and 2021, respectively. The increase resulted primarily from the use of outside professionals to perform work previously done by employees. Depreciation and Amortization Depreciation and amortization expense was $16,052 and ($7,146) for the three months ended September 30, 2022 and 2021, respectively. The decrease resulted primarily from the elimination of excess depreciation expense in the three months ended September 30, 2021 that was recognized previously in 2021. Depreciation and amortization expense was $48,773 and $46,772 for the nine months ended September 30, 2022 and 2021, respectively. Other Income (Loss)Expense The Company had net other expensesexpense of $69,104 during$1,821 and $2,054 for the three months ended September 30, 2017 compared to net other expense of $7,994 during the three months ended September 30, 2016. The decrease in net other expense is the result of fewer debt discounts on convertible notes payable being recognized as interest expense during the three months ended September 30, 2017 when compared to the same period in 20162022 and an increase in the loss recognized on the measurement of derivative liabilities of $63,886 during the three months ended September 30, 2017 when compared to the three months ended September 30, 2016.2021. The Company had net other lossesexpense of $51,347 during$10,701 and $5,782 for the nine months ended September 30, 20172022 and 2021. The increase is due to an increase in the outstanding balance of our interest-bearing obligations. Net Loss The Company had a net loss of $19,427 and $135,371 for the three months ended September 30, 2022 and 2021. The decrease in net loss in the current year primarily resulted from the $4,993 loss from discontinued operations in the three months ended September 30, 2022 as compared to $140,916 for the three months ended September 30, 2021. The Company had a net other expenseloss of $44,525 during$1,143,374 and $501,080 for the nine months ended September 30, 2016.2022 and 2021. The increase in net other expense isloss in the result of losses recognized oncurrent year primarily resulted from the measurement of derivative liabilities that existing during$964,902 loss from discontinued operations in the nine months ended September 30, 2017 that did not exist in the prior period, debt forgiveness totaling $26,306 during2022 as compared to $462,866 for the nine months ended September 30, 2017 that did not exist in the prior period and the amortization of debt discounts associated with convertible notes payable there were outstanding during the nine months ended September 30, 2016 and not during the nine months ended September 30, 2017.2021. The Company had net loss of $72,804 during the three months ended September 30, 2017 compared to a net loss of $10,384 during the three months ended September 30, 2016. The increase in net loss is the result of timing of professional services, loss on derivative liability measurements, forgiveness of outstanding debts and the amortization of debt discounts as discussed previously.
The Company had net loss of $72,645 during the nine months ended September 30, 2017 compared to a net loss of $69,961 during the nine months ended September 30, 2016. The increase in net loss is the result of timing of professional services, loss on derivative liability measurements, forgiveness of outstanding debts and the amortization of debt discounts as discussed previously.
Liquidity and Capital Resources As of September 30, 20172022, we had $0total current assets of $65,231 and current liabilities of $1,168,306 creating a working capital deficit of $1,103,075. As of December 31, 2021, we had $29,783 of cash, total current assets of $0$78,912 and current liabilities of $336,848$1,223,181 creating a working capital deficit of $336,848. Current liabilities as of September 30, 2017 consisted of $7 of bank overdrafts, $106,656 of accounts payable and accrued liabilities, $49,544 of related party payables, $25,448 of dividends payable, notes payable of $81,500, a derivative liability of $68,793 and convertible notes payable net of discounts of $4,900. Cash Used in Operating Activities$1,144,269.
Net cash used in operating activities was $0$201,009 during the nine months ended September 30, 20172022 compared to $26,941 used$9,327 for the same period in 2016. The decrease2021 with the increase primarily attributed to the $140,258 increase in the loss from continuing operations for the comparable nine-month periods. No cash was used in operatinginvesting activities is from an increase in non-cash gains realized and a lesser change in working capital during the nine months ended September 30, 2017 when compared to2022 and 2021. During the nine months ended September 30, 2016.2022, the Company provided $184,577 cash from financing activities. During the nine months ended September 30, 2021, the Company generated $6,958 of cash from financing activities by over drafting its bank account. Cash from Financing ActivitiesGoing Concern
WeThe accompanying financial statements have funded our business to date primarilybeen prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from loans from directors or other related parties. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our operations and our business will fail.
Going Concern
Through September 30, 2017, management has devoted most of its activitiesa significant accumulated deficit. In addition, the Company continues to developing a market for its products and services. We have yet to generate revenuesexperience negative cash flow from our planned business activities, have no cash on hand and have a working capital deficit of $336,848 which raisesoperations. These factors raise substantial doubt forabout the entity to be ableCompany’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.
Future Financing
We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing shareholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned operations.
Off-Balance Sheet Arrangements We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders. Lawsuits
To management’s knowledge there is no pending, or threatened lawsuit against the Company
Item 3. Quantitative and Qualitative Disclosures About Market Risk. As a smaller reporting company, we are not required to provide the information required by this item.Not applicable.
Item 4. Controls and Procedures. Disclosure Controls and Procedures We maintainManagement of DLT Resolution Inc. is responsible for maintaining disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed by us in the reports we filethat the Company files or submitsubmits under the Securities Exchange Act of 1934 as amended,(the “Exchange Act”) is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission’s rules and formsforms.
In addition, the disclosure controls and procedures must ensure that such information is accumulated and communicated to the Company’s management, including ourits Chief Executive Officer (as our chief executive officer and chief financial officer),Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures. In designingfinancial and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily isother required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Asdisclosures. At the end of the period covered by this report, an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15(d)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”)) was carried out under the supervision and with the participation of management, including our ChiefPrincipal Executive Officer, whoPrincipal Financial and Accounting Officer. Based on his evaluation of our disclosure controls and procedures, he concluded that during the period covered by this report, such disclosure controls and procedures were not effective to detect the inappropriate application of US GAAP standards. This was due to deficiencies that existed in the design or operation of our internal control over financial reporting that adversely affected our disclosure controls and that may be considered to be “material weaknesses.” The Company will continue to create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, the Company will enhance and test our year-end financial close process. Additionally, the Company’s management will increase its review of our disclosure controls and procedures. Finally, we plan to designate individuals responsible for identifying reportable developments. We believe these actions will remediate the material weakness by focusing additional attention and resources in our internal accounting functions. However, the material weakness will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. Changes in Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over our financial reporting. Internal control over financial reporting is a process designed to provide reasonable assurance to our management and board of directors regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect our transactions; (ii) provide reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; (iii) provide reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and (iv) provide reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because changes in conditions may occur or the degree of compliance with the policies or procedures may deteriorate. Management assessed the effectiveness of our internal control over financial reporting as such term is defined in Rules 13a-15(f) and 15d-15(f) of the Exchange Act, conducted an evaluation ofDecember 31, 2021. In assessing the effectiveness of our internal control over financial reporting as of December 31, 2021, our management used the design and operationcriteria set forth by the Committee of these disclosure controls and procedures.Sponsoring Organizations of the Treadway Commission (2013 framework). Based on this evaluation and subject to the foregoing, our Chief Executive Officerits assessment, management concluded that these controls areour internal control over financial reporting as of December 31, 2021 was not effective consideringin the levelspecific areas described in the “Disclosure Controls and natureProcedures” section above and as specifically described in the paragraphs below. As of December 31, 2021, the Principal Executive Officer/Principal Financial Officer identified the following specific material weaknesses in the Company’s operations and the number and types of transactions concluded by the Company.internal controls over its financial reporting processes: Changes in Internal Control Over Financial Reporting
· | Policies and Procedures for the Financial Close and Reporting Process — Currently there are no policies or procedures that clearly define the roles in the financial close and reporting process. The various roles and responsibilities related to this process should be defined, documented, updated and communicated. Failure to have such policies and procedures in place amounts to a material weakness to the Company’s internal controls over its financial reporting processes. | | | · | Representative with Financial Expertise — For the year ending December 31, 2021, the Company did not have a representative with the requisite knowledge and expertise to review the financial statements and disclosures at a sufficient level to monitor the financial statements and disclosures of the Company. Failure to have a representative with such knowledge and expertise amounts to a material weakness to the Company’s internal controls over its financial reporting processes. | | | · | Adequacy of Accounting Systems at Meeting Company Needs — The accounting system in place at the time of the assessment lacks the ability to provide high quality financial statements from within the system, and there were no procedures in place or built into the system to ensure that all relevant information is secure, identified, captured, processed, and reported within the accounting system. Failure to have an adequate accounting system with procedures to ensure the information is secure and accurately recorded and reported amounts to a material weakness to the Company’s internal controls over its financial reporting processes. | | | · | Segregation of Duties — Management has identified a significant general lack of definition and segregation of duties throughout the financial reporting processes. Due to the pervasive nature of this issue, the lack of adequate definition and segregation of duties amounts to a material weakness to the Company’s internal controls over its financial reporting processes. | | | In light of the foregoing, once we have the adequate funds, management plans to develop the following additional procedures to help address these material weaknesses: | | | · | The Company will create and refine a structure in which critical accounting policies and estimates are identified, and together with other complex areas, are subject to multiple reviews by accounting personnel. In addition, we plan to enhance and test our month-end and year-end financial close process. Additionally, our audit committee will increase its review of our disclosure controls and procedures. We also intend to develop and implement policies and procedures for the financial close and reporting process, such as identifying the roles, responsibilities, methodologies, and review/approval process. We believe these actions will remediate the material weaknesses by focusing additional attention and resources in our internal accounting functions. However, the material weaknesses will not be considered remediated until the applicable remedial controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. |
During the period covered by this report management of the Company was expanded to include more than one individual. As such, there were significantThere have been no changes in our internal controlscontrol over financial reporting that occurred during the period. For example, for the time being and until the operations of the company make this impractical all financial transactions involving the Company, including all payments and all agreed upon incurrences of liabilities, require a signature from,nine months ended September 30, 2022 that have materially affected, or other approval from, the CEO or CFO of Hemcare Health Services. Notwithstanding these changes, as the company was previously a shell company owned and managed by one person, management has no reasonare reasonable likely to believe that thematerially affect, our internal controls in place at that time were insufficient. Furthermore, management believes that until the operations of the Company progress to the point where tight control impedes smooth operations, it will be appropriate and sufficient (from the perspective of internal controls over financial reporting) if approval of the CEO and CFO is required for transactions that are or are reasonably likely to require disclosure in the financial statements.reporting.
PART II - OTHER INFORMATION Item 1. Legal Proceedings. We are not presently a party to any legal proceedings and, to our knowledge, no such proceedings are threatened or pending.None.
Item 1A. Risk Factors. Not required under Regulation S-K for smaller reporting companies. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. On May 20, 2021, the Company issued 1,000,000 shares of its restricted Common Stock to the former shareholders of USI as additional compensation for acquiring all of USI’s issued and outstanding common shares. During the nine months ended September 30, 2022, the Company sold 388,274 shares of restricted Common stock to third parties and received $184,577 in proceeds. Item 3. Defaults Upon Senior Securities. None. Description of Registrant’s Securities to be Registered
The authorized capital stock of our Company consists of 275,000,000 shares of common stock, par value $0.001 per share, of which there are currently 214,692,211 issued and 214,312,211 outstanding, and 5,000,000 shares of series A convertible preferred stock authorized of which there are 0 shares issued and outstanding.
All outstanding shares of common stock are of the same class and have equal rights and attributes. The holders of common stock are entitled to one vote per share on all matters submitted to a vote of stockholders of the Company. All stockholders are entitled to share equally in dividends, if any, as may be declared from time to time by the sole director out of funds legally available. In the event of liquidation, the holders of common stock are entitled to share ratably in all assets remaining after payment of all liabilities. The stockholders do not have cumulative or preemptive rights.
Item 3. Defaults Upon Senior Securities.4. Mine Safety Disclosures. None. Item 4. Submission of Matters to a Vote of Security Holders.
None
Item 5. Other Information. None. Item 6. Exhibits. The following exhibits are attached hereto: SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Hemcare Health Services Inc.
DLT Resolution, Inc. | | | | | | | | By: | /s/ John Wilkes | | By:
| /s/ John Wilkes | | | John Wilkes | | | John Wilkes | | | President and Chief Executive Officer | | | Chief Financial Officer, Secretary and Treasurer | | | (Principal Executive Officer) | | | (Principal Financial Officer) | | | | | | | | | November 20, 2017August 7, 2023
| | August 7, 2023 | November 20, 2017
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