Note 10 - Subsequent Events | Acquisition On January 21, 2018, DLT Resolution Inc. (the “ Company ” or “ we ”) entered into and closed the transactions contemplated by the definitive stock purchase agreement and plan of re-organization (share for share exchange) (the “ Stock Purchase Agreement ”) by and among the Company, A.J.D. Data Services Ltd., a limited liability company organized under the laws of Ontario (“ A.J.D. Data ”), the stockholders of A.J.D. Data (“ Stockholders ”) and other parties signatory thereto to acquire 80 shares, representing 80% of the issued and outstanding capital stock of A.J.D. Data for 525,000 restricted common shares of DLT Resolution. Founded in December 2017 by 40 year industry veterans, A.J.D. Data Services recorded sales of CAD $127,000 in its first two weeks of operations. The founders, the Darbyson brothers, bring more than 70 years of combined industry experience of leading secure data service management in Canada and, recently, the USA. Its clients represent some of the country’s top businesses from a variety of sectors. A.J.D. Data Services is focused on document imaging, telemarketing, data entry, document management and all other back-end functions. The acquisition is intended to be part of a tax free share for share exchange which will see DLT Resolution issuing restricted common shares on closing and an additional 3,675,000 restricted common shares upon meeting the following milestones: · 1,050,000 Shares upon A.J.D Data Services reaching $500,000 in gross sales · 1,050,000 Shares upon A.J.D Data Services reaching $1,000,000 in cumulated gross sales · 525,000 Shares upon A.J.D Data Services reaching $1,500,000 in cumulated gross sales with $100,000 in pre-tax earnings · 525,000 Shares upon A.J.D Data Services reaching $2,000,000 in cumulated gross sales with $150,000 in pre-tax earnings · 525,000 Shares upon A.J.D Data Services reaching $2,500,000 in cumulated gross sales with $200,000 in pre-tax earnings While there can be no assurance, based on the current run rate management estimates the majority of these milestones to be reached within 2018. In compliance with the Exchange Act, the shares will be issued under applicable exemption from registration and will contain substantial resale restrictions. The Stock Purchase Agreement contains customary representations, warranties and covenants by A.J.D. Data, as well as customary indemnification provisions among the parties. Prior to the transactions reported in its Form 8-K, there were no material relationships between the Company or A.J.D. Data or any affiliate of A.J.D. Data and the Company, other than pertaining to the Acquisition. The following unaudited pro forma financial information is presented to aid in understanding the impacts the acquisition would have if consummated on January 1, 2017. DLT RESOLUTION, INC COMBINED PRO FORMA STATEMENTS OF OPERATIONS (UNAUDITED) DLT AJD Pro Forma Adjustments Pro Forma Revenue $ 2,423 $ 39,858 $ - $ 42,281 Cost of revenue 379 20,545 - 20,924 Gross margin 2,044 19,313 - 21,357 Operating expenses General and administrative 14,369 12,508 - 26,877 Professional fees 24,351 - - 24,351 Total operating expenses 38,720 12,508 - 51,228 Loss from operations (36,676 ) 6,805 - (29,871 ) Other income (expense) Discharge of indebtedness 26,306 - - 26,306 Loss on change in fair market value of derivative liability (14,980 ) - - (14,980 ) Interest expense (19,337 ) - - (19,337 ) Total other income (expense) (8,011 ) - - (8,011 ) Net income (loss) $ (44,687 ) $ 6,805 $ - $ (37,882 ) DLT RESOLUTION, INC COMBINED PRO FORMA BALANCE SHEETS (UNAUDITED) DLT AJD Pro Forma Adjustments Pro Forma ASSETS Current assets Cash $ 8,609 $ - $ 297 (a) $ 8,906 Accounts receivable - 45,039 68,231 (a) 113,270 Total current assets 8,609 45,039 68,528 122,176 Equipment - 27,458 - 27,458 Intangible assets, net of accumulated amortization 115,944 - 544,000 (b) 659,944 Goodwill - - 657,000 (b) 657,000 Total assets $ 124,553 $ 72,497 $ 1,269,528 $ 1,466,578 LIABILITIES AND STOCKHOLDERS' DEFICIT Current liabilities Bank overdraft $ 7 $ 16 $ (16 )(a) $ 7 Accounts payable and accrued liabilities 100,960 5,081 7,568 (a) 113,609 Dividends payable 26,697 - - 26,697 Related party payables 44,679 33,137 37,981 (a) 115,797 Current notes payables 81,500 27,458 - 108,958 Derivative liability 20,328 - - 20,328 Convertible notes payable 4,900 - - 4,900 Total current liabilities 279,071 65,692 45,533 390,296 Notes payable, net of current portion 5,000 - - 5,000 Total liabilities 284,071 65,692 45,533 395,296 Stockholders' deficit Series A preferred stock 25,000 - - 25,000 Series B preferred stock 64,000 - - 64,000 Common stock 21,573 - 4,200 (c) 25,773 Additional paid in capital 3,129,894 - 1,196,800 (c) 4,326,694 Other comprehensive income 16 - - 16 Treasury stock (5,300 ) - - (5,300 ) Accumulated deficit (3,394,701 ) 6,805 22,995 (a) (3,364,901 ) Total stockholders' deficit (159,518 ) 6,805 1,223,995 1,071,282 Total liabilities and stockholders' deficit $ 124,553 $ 72,497 $ 1,269,528 $ 1,466,578 (a) Change in balance sheet accounts from December 31, 2017 to date of acquisition on January 21, 2018. (b) Fair value of intangible assets acquired. Values are based on preliminary work and are subject to change. (c) Fair value of common stock issued for consideration. Unregistered Stock Sales In January 2018 the company sold 381,818 restricted common shares for gross proceeds of $77,515. The shares carry substantial resale restrictions. |