Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2017 | Apr. 02, 2018 | Jun. 30, 2017 | |
Document And Entity Information | |||
Entity Registrant Name | DLT Resolution Inc. | ||
Entity Central Index Key | 1,420,368 | ||
Document Type | 10-K | ||
Document Period End Date | Dec. 31, 2017 | ||
Amendment Flag | false | ||
Current Fiscal Year End Date | --12-31 | ||
Is Entity a Well-known Seasoned Issuer? | No | ||
Is Entity a Voluntary Filer? | Yes | ||
Is Entity's Reporting Status Current? | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 347,987 | ||
Entity Common Stock, Shares Outstanding | 22,479,689 | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2,017 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Current assets | ||
Cash | $ 8,609 | |
Total current assets | 8,609 | |
Intangible assets, net of accumulated amortization of $3,056 | 115,944 | |
Total assets | 124,553 | |
Current liabilities | ||
Bank overdraft | 7 | 7 |
Accounts payable and accrued liabilities | 26,415 | 28,473 |
Accounts payable, related party | 55,000 | |
Dividends payable | 26,697 | 25,448 |
Related party payables | 44,679 | 39,599 |
Current notes payable, related party | 81,500 | 331,500 |
Interest payable, related party | 19,545 | 10,299 |
Current notes payable | 600 | |
Derivative liability | 20,328 | |
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 | 279,071 | 462,344 |
Notes payable, related party, net of current portion | 5,000 | |
Total liabilities | 284,071 | 462,344 |
Stockholders' deficit | ||
Common stock, $0.001 par value; 275,000,000 shares authorized; 21,572,871 and 27,333,221 issued; 17,757,871 and 27,295,221 outstanding at December 31, 2017 and 2016 | 21,573 | 27,333 |
Additional paid in capital | 3,129,894 | 2,859,164 |
Other comprehensive income | 16 | 24 |
Treasury stock, 3,815,000 and 38,000 shares as of December 31, 2017 and 2016, respectively | (5,300) | (100) |
Accumulated deficit | (3,393,452) | (3,348,765) |
Total stockholders' deficit | (159,518) | (462,344) |
Total liabilities and stockholders' deficit | 124,553 | |
Series A Convertible Preferred Stock | ||
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 | |
Series B Convertible Preferred Stock [Member] | ||
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 | $ 64,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Net of accumulated amortization | $ 3,056 | |
Current liabilities | ||
Convertible notes payable, net of discounts | 0 | $ 6,916 |
Convertible notes payable, net of discounts related parties | $ 0 | $ 0 |
Stockholders' deficit | ||
Convertible preferred stock; par value | $ 0.001 | $ 0.001 |
Common stock; par value | $ 0.001 | $ 0.001 |
Common stock; shares authorized | 275,000,000 | 275,000,000 |
Common stock; shares issued | 21,572,871 | 27,333,221 |
Common stock; shares outstanding | 17,757,871 | 27,295,221 |
Treasury stock shares | 3,815,000 | 38,000 |
Series A Convertible Preferred Stock | ||
Stockholders' deficit | ||
Convertible preferred stock; par value | $ 1 | $ 1 |
Convertible preferred stock; shares authorized | 5,000,000 | 5,000,000 |
Convertible preferred stock; shares issued | 25,000 | 0 |
Convertible preferred stock; shares outstanding | 25,000 | 0 |
Series B Convertible Preferred Stock [Member] | ||
Stockholders' deficit | ||
Convertible preferred stock; par value | $ 1 | $ 1 |
Convertible preferred stock; shares authorized | 500,000 | 500,000 |
Convertible preferred stock; shares issued | 64,000 | 0 |
Convertible preferred stock; shares outstanding | 64,000 | 0 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements Of Operations | ||
Revenue | $ 2,423 | |
Cost of revenue | 379 | |
Gross margin | 2,044 | |
Operating expenses | ||
General and administrative | 14,369 | 8,698 |
Professional fees | 24,351 | 22,549 |
Total operating expenses | 38,720 | 31,247 |
Loss from operations | (36,676) | (31,247) |
Other income (expense) | ||
Discharge of indebtedness | 26,306 | |
Loss on change in fair market value of derivative liability | (14,980) | |
Interest expense | (19,337) | (56,718) |
Total other income (expense) | (8,011) | (56,718) |
Net loss | (44,687) | (87,965) |
Preferred stock dividends declared | (1,249) | (6,448) |
Net loss attributable to common shareholders | $ (45,936) | $ (94,413) |
Basic and diluted loss per common share | $ 0 | $ (0.01) |
Weighted average shares outstanding - basic and diluted | 18,571,882 | 15,811,840 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Consolidated Statements Of Comprehensive Loss | ||
Net loss | $ (44,687) | $ (87,965) |
Other comprehensive loss | ||
Foreign currency translation adjustment | (8) | |
Total other comprehensive loss | (8) | |
Comprehensive loss | $ (44,695) | $ (87,965) |
Consolidated Statement of Chang
Consolidated Statement of Changes in Stockholders' Deficit - USD ($) | Series A Preferred Stock | Series B Preferred Stock | Common Stock | Additional Paid-In Capital | Other Comprehensive Income | Treasury Stock | Accumulated Deficit | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 81,170 | 14,216,221 | ||||||
Beginning Balance, Amount at Dec. 31, 2015 | $ 81,170 | $ 14,216 | $ 2,684,611 | $ 24 | $ (100) | $ (3,254,352) | $ (474,431) | |
Beneficial conversion features recorded as debt discounts | 16,500 | 16,500 | ||||||
Issuance of preferred shares for repayment of note payable, Shares | 50,000 | |||||||
Issuance of preferred shares for repayment of note payable, Amount | $ 50,000 | 50,000 | ||||||
Conversion of preferred shares to common, Shares | (131,170) | 13,117,000 | ||||||
Conversion of preferred shares to common, Amount | $ (131,170) | $ 13,117 | 118,053 | |||||
Forgiveness of related party convertible note payable | ||||||||
Forgiveness of related party interest payable | 40,000 | |||||||
Forgiveness of related party payable | 40,000 | |||||||
Related party note payable entered into for purchase of treasury stock | ||||||||
Notes payable entered into for purchase of treasury stock | ||||||||
Foreign currency translation adjustment | ||||||||
Dividend declared on preferred stock | (6,448) | (6,448) | ||||||
Net loss | (87,965) | (87,965) | ||||||
Ending Balance, Shares at Dec. 31, 2016 | 27,333,221 | |||||||
Ending Balance, Amount at Dec. 31, 2016 | $ 27,333 | 2,859,164 | 24 | (100) | (3,348,765) | (462,344) | ||
Series A preferred stock issued in exchange for common stock, Shares | 25,000 | (241,700) | ||||||
Series A preferred stock issued in exchange for common stock, Amount | $ 25,000 | $ (242) | (24,758) | |||||
Series B preferred stock issued for intangible asset, Shares | 64,000 | |||||||
Series B preferred stock issued for intangible asset, Amount | $ 64,000 | 64,000 | ||||||
Common shares issued in exchange for note payable principal, Shares | 1,250,000 | |||||||
Common shares issued in exchange for note payable principal, Amount | $ 1,250 | 248,750 | 250,000 | |||||
Common shares issued in exchange for related party payable, Shares | 345,350 | |||||||
Common shares issued in exchange for related party payable, Amount | $ 346 | 34,190 | 34,536 | |||||
Common shares rescinded, Shares | (7,114,000) | |||||||
Common shares rescinded, Amount | $ (7,114) | 7,114 | ||||||
Forgiveness of related party convertible note payable | 2,634 | 2,634 | ||||||
Forgiveness of related party interest payable | 2,300 | 2,300 | ||||||
Forgiveness of related party payable | 500 | 500 | ||||||
Related party note payable entered into for purchase of treasury stock | (200) | (200) | ||||||
Notes payable entered into for purchase of treasury stock | (5,000) | (5,000) | ||||||
Foreign currency translation adjustment | (8) | (8) | ||||||
Dividend declared on preferred stock | (1,249) | (1,249) | ||||||
Net loss | (44,687) | (44,687) | ||||||
Ending Balance, Shares at Dec. 31, 2017 | 25,000 | 64,000 | 21,572,871 | |||||
Ending Balance, Amount at Dec. 31, 2017 | $ 25,000 | $ 64,000 | $ 21,573 | $ 3,129,894 | $ 16 | $ (5,300) | $ (3,394,701) | $ (159,518) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities | ||
Net loss from operations | $ (44,687) | $ (87,965) |
Adjustments to reconcile net loss to net cash provided by (used in) operating activities | ||
Gain on settlement of debt | (26,306) | |
Amortization of debt discounts | 4,900 | 32,667 |
Depreciation and amortization expense | 3,056 | |
Loss on change in fair market value of derivative liability | 14,980 | |
Excess fair market value of derivative liability charged to interest | 448 | |
Expenses paid on behalf of the company by related parties | 19,418 | 2,350 |
Changes in operating assets and liabilities | ||
Prepaid expenses | 2,630 | |
Interest payable, related party | 9,246 | |
Accounts payable and accrued liabilities | (19,617) | 23,377 |
Net cash provided by (used in) operating activities | 672 | (26,941) |
Net cash used in investing activities | ||
Cash flows from financing activities | ||
Proceeds from bank overdraft | 7 | |
Proceeds from related party advances | 7,924 | |
Repayments of related party convertible notes payable | (8,000) | |
Proceeds from notes payable | 600 | |
Proceeds from convertible notes payable | 16,500 | |
Repayments of convertible notes payable | (2,500) | |
Net cash provided by financing activities | 7,924 | 6,607 |
Net change in cash | 8,596 | (20,334) |
Effect of exchange rate on cash | 13 | |
Cash at beginning of period | 20,334 | |
Cash at end of period | 8,609 | |
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 | 2,300 | 40,000 |
Forgiveness of related party payable | 500 | |
Initial measurement of derivative liability | 4,900 | |
Series A preferred stock issued in exchange for common stock | 25,000 | |
Series B preferred stock issued for intangible asset | 64,000 | |
Common shares issued in exchange for related party payable | 34,536 | |
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 | 12,569 | |
Accounts payable paid by convertible noteholder | 4,900 | |
Related party note payable entered into for purchase of treasury stock | 200 | |
Notes payable entered into for purchase of treasury stock | 5,000 | |
Preferred dividend declared | 1,249 | 6,448 |
Preferred stock issued for repayment of note payable | 18,500 | |
Preferred stock issued for repayment of accrued interest payable | $ 31,500 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 1 - Nature of Business | The Company was organized January 17, 2007 (Date of Inception) under the laws of the State of Nevada, as DBL Senior Care, Inc. and subsequently changed its name to DLT Resolution Inc on December 4, 2017. DLT Resolution Inc (“DLT”) is a Distributed Ledger Technology “Blockchain” Information company. The Company offers secure data management, Information Technology (IT) and other telecommunications services in Canada and the United States. Through its RecordsBank.org portal it operates a Health Information Exchange. DLT is creating a single unified platform enabling 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 Company is preparing to launch a Distributed Ledger Technology “Blockchain” version of the service placing electronic health records on this secure platform. The Company expects to launch this initiative during the third calendar quarter of 2018. Previously, the Company’s business plan and objective through late 2016 was to focus on hemorrhoid medical procedures for which it entered into a license agreement to open hemorrhoid treatment centers and promote the Ultroid Hemorrhoid System globally. However, the Company under new Management, ceased that plan. DLT operates in Canada through its wholly owned subsidiary DLT Resolution Corp. an Ontario corporation formed on November 23, 2017. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 2 - Significant Accounting Policies | Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Cash For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2017 or 2016. Income taxes Income taxes are provided for using the liability method of accounting in accordance with FASB ASC Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. Revenue Recognition Revenue is recognized when persuasive evidence of an agreement exists, the price is fixed or determinable, goods are delivered or services performed and collectability is reasonably assured. During the year ended December 31, 2017, the Company generated revenues from the sale of general information technology services focused on telephone system set up. The Company generated revenues of $2,423 and $0 during the years ended December 31, 2017 and 2016, respectively. Convertible debt The Company records beneficial conversion features related to the issuance of convertible debts that have conversion features at fixed or adjustable rates that are less than the Company’s stock prices on the respective issuance dates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds 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 beneficial conversion feature will be accreted by recording additional non-cash interest expense over the expected life of the convertible notes. Software Development Costs and Amortization The Company capitalizes software development costs in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 985-20 (previously Statement of Financial Accounting Standards (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed”). Software development costs are capitalized after technological feasibility is established. Once the software products become available for general release to the public, the Company amortizes such costs over the related product’s estimated economic useful life to general and administrative expenses. Net capitalized software development costs (included in intangible assets) totaled $119,000 (acquired via issuance of $64,000 of Series B Preferred Stock and $55,000 in accounts payable) and $0 at December 31, 2017 and 2016, respectively. Related amortization expense, included in general and administrative expenses, totaled $3,056 and $0 for the years ended December 31, 2017 and 2016, respectively. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. Share Based Expenses The Company complies with FASB ASC Topic 718 Compensation—Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that is based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. Foreign Currency Translation The functional currency of the Company’s subsidiary in Canada is the Canadian Dollar. The subsidiary’s assets and liabilities have been translated to U.S. dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the annual average exchange rate for each year. 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). There was not foreign currency transaction gains or losses recognized during the years ended December 31, 2017 or 2016. Going concern The Company’s consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has limited cash, accumulated losses of $3,393,452, a working capital deficit of $269,213, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. Valuation of Investments in Securities and Securities at fair value – Definition and Hierarchy FASB ASC 820-10-15 defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. FASB ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date. Level 2 – inputs that are observable in the marketplace other than those inputs classified as Level 1 Level 3 – inputs that are unobservable in the marketplace and significant to the valuation The Company values derivative liabilities using Level 3 inputs. Accounts payable and related party payables have fair values that approximate the carrying value due to the short term nature of these instruments. Recent Accounting Pronouncements Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the Company’s present or future consolidated financial statements. Principals of Consolidation The consolidated financial statements represent the results of DLT Resolution, Inc. and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated. Net loss per common share Net loss per share is calculated in accordance with FASB ASC Topic 260 (formerly SFAS No. 128, Earnings Per Share). The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the periods presented. The Company had 519,900, of which 490,000 are derived from convertible notes payable and 29,900 from convertible preferred stock, and 0 of common stock equivalents that were excluded from earnings per share due to the anti-dilutive nature during the years ended December 31, 2017 and 2016, respectively. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 3 - Stockholders' Equity | The Company has authorized three classes of stock: Series A Convertible Preferred. Series B Convertible Preferred and Common. In the event of liquidation, the Series A Convertible Preferred shareholders receive first priority, followed by Series B Convertible Preferred shareholders and lastly by Common shareholders. On December 15, 2017, the Company effected a 1 for 10 reverse stock split. The effects of the reverse split have been applied retroactively to the consolidated financial statements. Series A Convertible Preferred Stock As discussed in the 8K filed with the SEC on June 29, 2014, during the year ended December 31, 2014, the Company amended its articles of incorporation to designate the previously authorized series A preferred stock to series A convertible preferred stock. The preferred series A 12% convertible shares have a par value of $1, entitle holder to one vote and accrue dividends at 12% per year, paid quarterly. At the option of the holder, the stock can be converted into shares of the Company's common stock. The number of shares to be issued will be determined by dividing the amount of the Series A shares being converted by $0.01. During the year ended December 31, 2016, the Company issued 50,000 shares of Series A Preferred Stock in exchange for a $50,000 reduction of outstanding notes payable. Additionally, the Company accepted the conversion of 131,170 shares of Series A Preferred Stock for the issuance of 131,170,000 shares of common stock. During the year ended December 31, 2017, the Company issued 25,000 shares of Series A Preferred Stock for the exchange and rescission of 241,700 shares of common stock valued at $25,000. There were 25,000 and 0 shares of series A convertible preferred stock issued and outstanding as of December 31, 2017 and 2016. Additionally, the Company had accrued dividends payable on series A convertible preferred stock totaling $25,448 at December 31, 2017 and 2016. Series B Convertible Preferred Stock During the year ended December 31, 2017, the Company amended its articles of incorporation to designate series B convertible preferred stock. The preferred series B shares have a par value of $1, entitle holder to one vote and are convertible to common stock at the option of the holder at $0.20 per share. The Company is authorized to issue up to 500,000 shares of Series B Convertible Preferred stock. During the year ended December 31, 2017, the Company issued 64,000 shares of Series B Convertible Preferred stock as payment for services valued at $64,000 related to building additional functionality to the Company’s website. Of this total, 50,000 shares were issued to an unrelated party and 14,000 issued to a related party as discussed in Note 6 – Related Party Transactions. There were 64,000 and 0 shares of Series B Convertible Preferred stock issued and outstanding at December 31, 2017 and 2016, respectively. Common Stock 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 pre-split 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 year ended December 31, 2017 the Company issued 1,250,000 shares of common stock as repayment of $250,000 in note payable principal; 345,350 shares of common stock as repayment of a $34,536 related party payable, and rescinded 7,114,000 shares of common stock with a net value of $0. During the year ended December 31, 2017, the Company issued a $5,000 note payable and $200 related party payable for a total of 3,777,000 outstanding common shares which are carried as treasury stock. There were 3,815,000 and 38,000 common shares held as treasury stock as of December 31, 2017 and 2016, respectively. There were 21,572,871 and 27,333,221 common shares issued and 17,757,871 and 27,295,221 outstanding at December 31, 2017 and 2016, respectively. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 4 - Income Taxes | We did not provide any current or deferred U.S. federal income tax provision or benefit for any of the periods presented because we have experienced operating losses since inception. Pursuant to FASB ASC Topic 740, when it is more likely than not that a tax asset cannot be realized through future income, the Company must provide an allowance for this future tax benefit. We provided a full valuation allowance on the net deferred tax asset, consisting of net operating loss carry-forwards, because management has determined that it is more likely than not that we will not earn income sufficient to realize the deferred tax assets during the carry-forward period. The Company records estimated losses from interest and penalties arising from taxes remitted late as well as unrecognized tax benefits as they are incurred as general and administrative expenses. The Company did not have accrued interest or penalties related to income taxes as of December 31, 2017 or 2016. The sources and tax effects of the temporary differences for the periods presented are as follows (rounded to the nearest thousand): December 31, 2017 December 31, 2016 Net operating loss carry forward $ 828,000 $ 804,000 Applicable Canadian Federal and Provincial tax rates 26.5 % 26.5 % Deferred tax asset related to net operating losses 219,000 213,000 Deferred tax asset relating to debt discounts and derivative liability (at 26.55) 5,000 - Valuation allowance (224,000 ) (213,000 ) Net deferred tax asset $ - $ - A reconciliation of income taxes computed at the United States federal statutory rate of 35% to the income tax recorded is as follows: December 31, 2017 December 31, 2016 Tax benefit at United States Federal statutory rate (35%) $ 16,000 $ 32,000 Differences in U.S. and Canadian tax rates on provision (5,000 ) (7,500 ) Increase in valuation allowance (11,000 ) (24,500 ) Income tax provision $ - $ - The Company did not pay any income taxes during the years ended December 31, 2017 or 2016, or since inception. The net federal operating loss carry forward will begin to expire in 2026. This carry forward may be limited upon the consummation of a business combination under IRC Section 381. Tax years commencing at inception remain open for examination by the IRS, where applicable. Effective January 1, 2018, the U.S. Congress enacted the “Tax Jobs and Cuts Act” which, among other things, reduced the maximum corporate tax rate to 21%. There is no impact on deferred tax asset valuations related to this change due to the fact that the Company’s operations primarily reside in Canada. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 5 - Intangible Assets | The Company capitalizes software development costs in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 985-20 (previously Statement of Financial Accounting Standards (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed”). Software development costs are capitalized after technological feasibility is established. Once the software products become available for general release to the public, the Company amortizes such costs over the related product’s estimated economic useful life to general and administrative expenses. Net capitalized software development costs (included in intangible assets) totaled $119,000 (acquired via issuance of $64,000 of Series B Preferred Stock and $55,000 in accounts payable) and $0 at December 31, 2017 and 2016, respectively. Related amortization expense, included in general and administrative expenses, totaled $3,056 and $0 for the years ended December 31, 2017 and 2016, respectively. Estimated future amortization expense totals as follows: Year ended December 31, 2018 $ 39,667 2019 39,667 2020 36,611 2021 - 2022 - Total $ 115,945 |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 6 - Related Party Transactions | During the years ended December 31, 2017 and 2016, the Company received loans from related parties totaling $19,418 and $2,350 to fund operations via expenses paid directly to vendors on behalf of the Company. Of this amount, $12,569 and $0 was paid towards outstanding payables and $6,849 and $0 towards current period expenses. These loans are non-interest bearing are due on demand and as such included in current liabilities. Imputed interest has been considered, but determined to be immaterial to the financial statements as a whole. During the year ended December 31, 2017, a related party forgave $500 of these amounts resulting in a write off to additional paid in capital equaling this amount during the year ended December 31, 2017. On August 8, 2015, the Company entered into a convertible note payable for $15,784 in exchange for the related party payable incurred from expenses paid on behalf of the Company. The note carries interest at a rate of 6% per annum, is due on August 24, 2016 and may be converted into common stock of the Company at the option of the noteholder at a rate of $.01 per share. The beneficial conversion feature in the note created a debt discount of $15,784 of which $5,535 was recognized during the year ended December 31, 2015 and $10,249 during the year ended December 31, 2016 leaving an unamortized discount of $0 as of December 31, 2017 and December 31, 2016. The note principal of $2,634 and interest of $606 was forgiven during the year ended December 31, 2017 and written off to pad in capital. There was $0 and $2,634 of principal and $0 and $606 of interest due as of December 31, 2017 and 2016. During the year ended December 31, 2017, the Company entered into three separate notes payable to repurchase common stock. The notes, totaling $95,000, were entered into on August 1, 2017 and carried annual interest of 3%. The notes were later amended on November 1, 2017 to reduce the number of shares being repurchased and the principal. Additionally, all outstanding interest on the original notes were forgiven which resulted in a write off to paid in capital of $1,694 during the year ended December 31, 2017. During the year ended December 31, 2017, the Company received cash advances from a related party of $7,924 to fund its start up operations in Canada. The advances have no fixed repayment terms and carry no interest. There was $7,924 and $0 due on this cash advance as of December 31, 2017 and 2016, respectively. During the year ended December 31, 2016, the Company identified $40,000 of liabilities for services performed by former related parties for which the original debtors no longer have a legal claim to collect based on statutes of limitations having expired in Ontario, Canada, the province in which the services were performed. As such, the amounts payable were written off and recorded to paid in capital during the year ended December 31, 2016. During the year ended December 31, 2017, the Company incurred website development costs with a related party totaling $69,000. Of this amount, $14,000 was paid with the issuance of 14,000 shares of Series B Convertible Preferred Stock. $55,000 was not paid and is outstanding as of December 31, 2017 and is included in accounts payable, related parties.. There were no costs incurred during the year ended December 31, 2016. |
Derivative Liability
Derivative Liability | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 7 - Derivative Liability | As of December 31, 2017 and 2016, Company had a derivative liability balance of $20,328 and $0 on the balance sheets and recorded a loss of $14,980 and $0 from derivative liability fair value adjustments during the years ended December 31, 2017 and 2016. The derivative liability activity comes from convertible notes payable as follows: As discussed in Note 9 – Convertible Notes Payable The embedded derivative for the note is carried on the Company’s balance sheet at fair value. The derivative liability is marked-to-market each measurement period and any unrealized change in fair value is recorded as a component of the income statement and the associated fair value carrying amount on the balance sheet is adjusted by the change. The Company fair values the embedded derivative using the Black-Scholes option pricing model. The aggregate fair value of the derivative at the issuance date of the note was $5,348 which was recorded as a derivative liability on the balance sheet. The Company recorded a debt discount of $4,900 which was equal to the face value of the convertible note, and immediately expensed $448. Although the note is due on demand, upon issuance the Company estimated a six-month repayment period, over which they amortized the debt discount in full. As such, the Company recorded $4,900 in amortization expense during the year ended December 31, 2017. At December 31, 2017, the Company marked-to-market the fair value of the derivative liabilities related to notes and determined an aggregate fair value of $20,328 and recorded a $14,980 loss from change in fair value for the year ended December 31, 2017. The fair value of the embedded derivatives for the notes was determined using a Black Scholes valuation model based on the following assumptions: (1) expected volatility of 376%, (2) risk-free interest rate of 1.53%, and (3) expected life of 0.50 of a year. The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2017: Fair Value of Embedded Derivative Liabilities: Balance, December 31, 2016 $ - Initial measurement of derivative liabilities recorded as debt discount 4,900 Initial measurement of derivative liabilities recorded as day one loss 448 Change in fair market value 14,980 Write off due to conversion - Balance, December 31, 2017 $ 20,328 |
Notes Payable, Related Party
Notes Payable, Related Party | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 8 - Notes Payable, Related Party | 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. The note carries interest of 9% compounded annually and was due on November 19, 2016. During the year ended December 31, 2016, the Company issued 50,000 shares of series A convertible preferred stock as repayment of $31,500 of accrued interest and $18,500 of outstanding principal. Additionally, on January 31, 2017, the Company issued 12,500,000 shares of common stock as repayment of $250,000 of principal. There was $81,500 and $331,500 of principal and $19,545 and $10,299 of accrued interest due as of December 31, 2017 and 2016. Accrued interest payable is included in “accounts payable and accrued liabilities” on the balance sheet. On August 1, 2017, the Company entered into a note payable with a related party to purchase common stock held by the related party. The note is due on July 1, 2019 and bears no interest. There was $5,000 and $0 due as of December 31, 2017. Future maturities of related party notes payable are: Year ended December 31, 2018 $ 81,500 2019 5,000 Total $ 86,500 |
Convertible Notes Payable
Convertible Notes Payable | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
Note 9 - Convertible Notes Payable | During the year ended December 31, 2016, the Company entered into a convertible note payable with an unrelated party resulting in net cash proceeds to the Company totaling $16,500. The note was due on June 2, 2017 and convertible into common stock of the Company at the option of the noteholder at a rate of $0.01 per share. The Company measured the value of the beneficial conversion feature of the note and recorded a discount equal to the face value of the note on the date of issuance. The discount will be recognized ratably over the life of the note through the due date as shown below. The note was settled during the year ended December 31, 2017. During the year ended December 31, 2015, the Company entered into a convertible note payable with an unrelated party resulting in net cash proceeds to the Company totaling $14,200. The note was due on September 1, 2016 and convertible into common stock of the Company at the option of the noteholder at a rate of $0.01 per share. The Company measured the value of the beneficial conversion feature of the note and recorded a discount equal to the face value of the note on the date of issuance. The discount was recognized ratably over the life of the note through the due date as shown below. The note was settled during the year ended December 31, 2017. On January 31, 2017, the Company entered into settlement agreements with convertible note holders. At the time of settlement, there was $30,700 of principal less an unamortized debt discount of $6,916 outstanding resulting in a gain on forgiveness of debt of $23,784 from the forgiveness of convertible notes payable. Additionally, there was $1,923 of interest accrued and $600 of non-convertible notes outstanding with the same holders resulting in an additional gain on the forgiveness of $2,523. The total gain on forgiveness of debt recognized during the year ended December 31, 2017 was $26,306. On May 22, 2017, the Company entered into a convertible note payable with an unrelated party for $4,900 which was paid to a vendor on the CompanyÂ’s behalf. The note carries interest at 10% per annum, is due on demand and is convertible at the option of the holder into common stock of the Company at a rate equal to the lesser of a 50% discount from the last trade price of the stock or $0.01 per share. There was $4,900 of principal and $299 of accrued interest due as of December 31, 2017. A summary of the outstanding convertible and non-convertible notes payable as of December 31, 2016 is as follows: Due Date Principal Discount Net Value Noteholder 1 9/1/2016 $ 14,200 $ - $ 14,200 Noteholder 1 6/2/2017 16,500 (6,916 ) 9,584 Total $ 30,700 $ (6,916 ) $ 23,784 A summary of the outstanding convertible and non-convertible notes payable as of December 31, 2017 is as follows: Due Date Principal Discount Net Value Noteholder 2 On Demand $ 4,900 $ - $ 4,900 Total $ 4,900 $ - $ 4,900 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
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. |
Significant Accounting Polici18
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2017 | |
Significant Accounting Policies Policies | |
Estimates | The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Cash | For the Statements of Cash Flows, all highly liquid investments with maturity of three months or less are considered to be cash equivalents. There were no cash equivalents as of December 31, 2017 or 2016. |
Income taxes | Income taxes are provided for using the liability method of accounting in accordance with FASB ASC Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. |
Revenue Recognition | Revenue is recognized when persuasive evidence of an agreement exists, the price is fixed or determinable, goods are delivered or services performed and collectability is reasonably assured. During the year ended December 31, 2017, the Company generated revenues from the sale of general information technology services focused on telephone system set up. The Company generated revenues of $2,423 and $0 during the years ended December 31, 2017 and 2016, respectively. |
Convertible debt | The Company records beneficial conversion features related to the issuance of convertible debts that have conversion features at fixed or adjustable rates that are less than the CompanyÂ’s stock prices on the respective issuance dates. The beneficial conversion feature for the convertible instruments is recognized and measured by allocating a portion of the proceeds 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 beneficial conversion feature will be accreted by recording additional non-cash interest expense over the expected life of the convertible notes. |
Software Development Costs and Amortization | The Company capitalizes software development costs in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 985-20 (previously Statement of Financial Accounting Standards (“SFAS”) No. 86, “Accounting for the Costs of Computer Software to be Sold, Leased, or Otherwise Marketed”). Software development costs are capitalized after technological feasibility is established. Once the software products become available for general release to the public, the Company amortizes such costs over the related product’s estimated economic useful life to general and administrative expenses. Net capitalized software development costs (included in intangible assets) totaled $119,000 (acquired via issuance of $64,000 of Series B Preferred Stock and $55,000 in accounts payable) and $0 at December 31, 2017 and 2016, respectively. Related amortization expense, included in general and administrative expenses, totaled $3,056 and $0 for the years ended December 31, 2017 and 2016, respectively. |
Reclassification of Prior Year Presentation | Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations. |
Share Based Expenses | The Company complies with FASB ASC Topic 718 Compensation—Stock Compensation, which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that is based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC Topic 718 primarily focuses on accounting for transactions in which an entity obtains employee services in share-based payment transactions. This statement requires a public entity to expense the cost of employee services received in exchange for an award of equity instruments. This statement also provides guidance on valuing and expensing these awards, as well as disclosure requirements of these equity arrangements. |
Foreign Currency Translation | The functional currency of the CompanyÂ’s subsidiary in Canada is the Canadian Dollar. The subsidiaryÂ’s assets and liabilities have been translated to U.S. dollars using the exchange rates in effect at the balance sheet dates. Statements of operations amounts have been translated using the annual average exchange rate for each year. 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). There was not foreign currency transaction gains or losses recognized during the years ended December 31, 2017 or 2016. |
Going concern policy text block | The CompanyÂ’s consolidated financial statements are prepared in accordance with generally accepted accounting principles applicable to a going concern. This contemplates the realization of assets and the liquidation of liabilities in the normal course of business. Currently, the Company has limited cash, accumulated losses of $3,393,452, a working capital deficit of $269,213, nor does it have operations or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. These factors raise substantial doubt about the CompanyÂ’s ability to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation in order to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company. |
Valuation of Investments in Securities and Securities at fair value – Definition and Hierarchy | FASB ASC 820-10-15 defines fair value, thereby eliminating inconsistencies in guidance found in various prior accounting pronouncements, and increases disclosures surrounding fair value calculations. FASB ASC 820-10-15 establishes a three-tiered fair value hierarchy that prioritizes inputs to valuation techniques used in fair value calculations. The three levels of inputs are defined as follows: Level 1 – unadjusted quoted prices for identical assets or liabilities in active markets accessible by the Company at the measurement date. Level 2 – inputs that are observable in the marketplace other than those inputs classified as Level 1 Level 3 – inputs that are unobservable in the marketplace and significant to the valuation The Company values derivative liabilities using Level 3 inputs. Accounts payable and related party payables have fair values that approximate the carrying value due to the short term nature of these instruments. |
Recent Accounting Pronouncements | Recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the SEC did not, or are not believed by management to, have a material impact on the CompanyÂ’s present or future consolidated financial statements. |
Principals of Consolidation | The consolidated financial statements represent the results of DLT Resolution, Inc. and its wholly owned subsidiary. All intercompany transactions and balances have been eliminated. |
Net loss per common share | Net loss per share is calculated in accordance with FASB ASC Topic 260 (formerly SFAS No. 128, Earnings Per Share). The weighted-average number of common shares outstanding during each period is used to compute basic loss per share. Diluted loss per share is computed using the weighted average number of shares and dilutive potential common shares outstanding. Dilutive potential common shares are additional common shares assumed to be exercised. Basic net loss per common share is based on the weighted average number of shares of common stock outstanding during the periods presented. The Company had 519,900, of which 490,000 are derived from convertible notes payable and 29,900 from convertible preferred stock, and 0 of common stock equivalents that were excluded from earnings per share due to the anti-dilutive nature during the years ended December 31, 2017 and 2016, respectively. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Income Taxes Tables | |
Tax effects of the temporary differences | December 31, 2017 December 31, 2016 Net operating loss carry forward $ 828,000 $ 804,000 Applicable Canadian Federal and Provincial tax rates 26.5 % 26.5 % Deferred tax asset related to net operating losses 219,000 213,000 Deferred tax asset relating to debt discounts and derivative liability (at 26.55) 5,000 - Valuation allowance (224,000 ) (213,000 ) Net deferred tax asset $ - $ - |
Reconciliation of income taxes | December 31, 2017 December 31, 2016 Tax benefit at United States Federal statutory rate (35%) $ 16,000 $ 32,000 Differences in U.S. and Canadian tax rates on provision (5,000 ) (7,500 ) Increase in valuation allowance (11,000 ) (24,500 ) Income tax provision $ - $ - |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Intangible Assets Tables | |
Estimated future amortization expense | Estimated future amortization expense totals as follows: Year ended December 31, 2018 $ 39,667 2019 39,667 2020 36,611 2021 - 2022 - Total $ 115,945 |
Derivative Liability (Tables)
Derivative Liability (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Derivative Liability Tables | |
Summary of activity of derivative liability | The following table summarizes the derivative liabilities included in the balance sheet at December 31, 2017: Fair Value of Embedded Derivative Liabilities: Balance, December 31, 2016 $ - Initial measurement of derivative liabilities recorded as debt discount 4,900 Initial measurement of derivative liabilities recorded as day one loss 448 Change in fair market value 14,980 Write off due to conversion - Balance, December 31, 2017 $ 20,328 |
Notes Payable, Related Party (T
Notes Payable, Related Party (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Notes Payable Related Party Tables | |
Future maturities of related party notes payable | Future maturities of related party notes payable are: Year ended December 31, 2018 $ 81,500 2019 5,000 Total $ 86,500 |
Convertible Notes Payable (Tabl
Convertible Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Convertible Notes Payable Tables | |
Summary of outstanding convertible and non-convertible notes | A summary of the outstanding convertible and non-convertible notes payable as of December 31, 2016 is as follows: Due Date Principal Discount Net Value Noteholder 1 9/1/2016 $ 14,200 $ - $ 14,200 Noteholder 1 6/2/2017 16,500 (6,916 ) 9,584 Total $ 30,700 $ (6,916 ) $ 23,784 A summary of the outstanding convertible and non-convertible notes payable as of December 31, 2017 is as follows: Due Date Principal Discount Net Value Noteholder 2 On Demand $ 4,900 $ - $ 4,900 Total $ 4,900 $ - $ 4,900 |
Subsequent Events (Tables)
Subsequent Events (Tables) | 12 Months Ended |
Dec. 31, 2017 | |
Subsequent Events Tables | |
Pro forma financial information | 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 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 |
Nature of Business (Details Nar
Nature of Business (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
Notes to Financial Statements | |
State Country Name | Nevada |
Date of Incorporation | Jan. 17, 2007 |
Significant Accounting Polici26
Significant Accounting Policies (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 2,423 | |
Net capitalized software development costs | 119,000 | 0 |
Series B preferred stock issued for intangible asset | 64,000 | |
Account payable entered into for intangible asset | 55,000 | |
Depreciation and amortization expense | 3,056 | |
Working capital deficit | 269,213 | |
Accumulated deficit | $ (3,393,452) | $ (3,348,765) |
Convertible note [Member] | ||
Shares reserved for future issuance | 519,900 | 490,000 |
Convertible Preferred Stock [Member] | ||
Anti-dilutive shares | 29,900 | 29,900 |
Common Stock [Member] | ||
Anti-dilutive shares | 0 | 0 |
Stockholders' Equity (Details N
Stockholders' Equity (Details Narrative) - USD ($) | Dec. 15, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2014 |
Treasury stock shares | 3,815,000 | 38,000 | ||
Convertible preferred stock, par value | $ 0.001 | $ 0.001 | ||
Dividends payable | $ 26,697 | $ 25,448 | ||
Common stock, shares authorized | 275,000,000 | 275,000,000 | ||
Common stock, shares issued | 21,572,871 | 27,333,221 | ||
Common stock, shares outstanding | 17,757,871 | 27,295,221 | ||
Common stock par value | $ 0.001 | $ 0.001 | ||
Reverse stock split | 1:10 | |||
Treasury stock | $ 5,300 | $ 100 | ||
Notes payable entered into for purchase of treasury stock | (5,000) | |||
Related party note payable entered into for purchase of treasury stock | $ (200) | |||
Outstanding common shares of treasury stock | 3,777,000 | |||
Related party [Member] | ||||
Shares issued | 14,000 | |||
Unrelated Party [Member] | ||||
Shares issued | 50,000 | |||
Common Stock | ||||
Conversion of preferred shares to common shares | 13,117,000 | |||
Common shares issued in exchange for related party payable, shares | 345,350 | |||
Common shares rescinded, shares | (7,114,000) | |||
Former officer [Member] | ||||
Treasury stock | $ 100 | |||
Former officer [Member] | Common Stock | ||||
Treasury stock shares | 380,000 | |||
Series A Preferred Stock | ||||
Percentage of convertible shares | 12.00% | |||
Percentage of dividends | 12.00% | |||
Convertible preferred stock, par value | $ 0.01 | |||
Converted share per value | $ 1 | |||
Notes payable outstanding amount | $ 50,000 | |||
Conversion of preferred shares to common shares | 131,170 | |||
Exchange and rescission shares of common stock | 241,700 | |||
Common shares issued | 131,170,000 | |||
Shares issued | 50,000 | |||
Series B Convertible Preferred Stock [Member] | ||||
Convertible Preferred stock, shares authorized | 500,000 | 500,000 | ||
Convertible Preferred stock, shares issued | 64,000 | 0 | ||
Convertible Preferred stock, shares outstanding | 64,000 | 0 | ||
Convertible preferred stock, par value | $ 1 | $ 1 | ||
Common stock per share | $ 0.20 | |||
Series A Convertible Preferred Stock | ||||
Converted shares | 131,170 | |||
Pre-split common shares issued | 131,170,000 | |||
Convertible Preferred stock, shares authorized | 5,000,000 | 5,000,000 | ||
Convertible Preferred stock, shares issued | 25,000 | 0 | ||
Convertible Preferred stock, shares outstanding | 25,000 | 0 | ||
Convertible preferred stock, par value | $ 1 | $ 1 | ||
Common stock valued | $ 25,000 | |||
Series B Preferred Stock | Related party [Member] | ||||
Preferred stock issued as payment for services, Shares | 64,000 | |||
Preferred stock issued as payment for services, Value | $ 64,000 | |||
Common Stock, voting rights | one vote | |||
Common Stock | ||||
Common stock shares issued in exchange of notes payable, shares | 1,250,000 | |||
Common stock shares issued in exchange of notes payable, amount | $ 250,000 | |||
Common shares issued in exchange for related party payable, shares | 345,350 | |||
Common shares issued in exchange for related party payable, value | $ 34,536 | |||
Common shares rescinded, shares | 7,114,000 | |||
Common shares rescinded, value | $ 0 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 |
Income Taxes Details | ||
Net operating loss carry forward | $ 828,000 | $ 804,000 |
Applicable Canadian Federal and Provincial tax rates | 26.50% | 26.50% |
Deferred tax asset related to net operating losses | $ 219,000 | $ 213,000 |
Deferred tax asset relating to debt discounts and derivative liability (at 26.55) | 5,000 | |
Valuation allowance | (224,000) | (213,000) |
Net deferred tax asset |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Income Taxes Details 1 | ||
Tax benefit at United States Federal statutory rate (35%) | $ 16,000 | $ 32,000 |
Differences in U.S. and Canadian tax rates on provision | (5,000) | (7,500) |
Increase in valuation allowance | (11,000) | (24,500) |
Income tax provision |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended |
Dec. 31, 2017 | |
Federal statutory rate | 35.00% |
Net operating loss carry forwards, expiration date | 2,026 |
Maximum [Member] | |
Reduction in corporate tax rate | 21.00% |
Intangible Assets (Details)
Intangible Assets (Details) | Dec. 31, 2017USD ($) |
Year ended December 31, | |
2,018 | $ 39,667 |
2,019 | 39,667 |
2,020 | 36,611 |
2,021 | |
2,022 | |
Total | $ 115,945 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Intangible Assets Details | ||
Net capitalized software development costs | $ 119,000 | $ 0 |
Series B preferred stock issued for intangible asset | 64,000 | |
Account payable issued for intangible asset | 55,000 | |
Depreciation and amortization expense | $ 3,056 |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | Aug. 08, 2015 | May 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Unamortized debt discount | $ 0 | $ 6,916 | |||
Debt discount | 15,784 | 10,249 | $ 5,535 | ||
Expenses paid on behalf of the company by related parties | 19,418 | 2,350 | |||
Accounts payable paid by related party | 12,569 | ||||
Current period expenses paid by related party | 6,849 | ||||
Forgiveness of related party payable | 500 | ||||
Forgiveness of related party convertible note payable | 2,634 | ||||
Forgiveness of related party convertible interest | 606 | ||||
Related party convertible notes payable | 2,634 | ||||
Accrued interest | 606 | $ 360 | |||
Website development costs | 69,000 | ||||
Proceeds from related party loans | 7,924 | ||||
Forgiveness of related party interest payable | 2,300 | 40,000 | |||
Accounts payable, related party | 55,000 | ||||
Convertible Notes Payable [Member] | |||||
Related party convertible notes payable | $ 15,784 | ||||
Interest rate | 6.00% | 10.00% | |||
Debt due date | Aug. 24, 2016 | ||||
Conversion price | $ 0.01 | ||||
Notes Payable [Member] | |||||
Related party convertible notes payable | 95,000 | ||||
Write off paid in capital | $ 1,694 | ||||
Interest rate | 3.00% | 9.00% | |||
Debt due date | Nov. 19, 2016 | ||||
Series B Preferred Stock | Related party [Member] | |||||
Issuance of shares for development cost, Shares | 14,000 | ||||
Issuance of shares for development cost, Amount | $ 14,000 | ||||
Accounts payable, related party | $ 55,000 |
Derivative Liabilities (Details
Derivative Liabilities (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Fair Value of Embedded Derivative Liabilities: | ||
Balance at December 31, 2016 | ||
Initial measurement of derivative liabilities recorded as debt discount | 4,900 | |
Initial measurement of derivative liabilities recorded as day one loss | 448 | |
Change in fair market value | 14,980 | |
Write off due to conversion | ||
Balance at September 30, 2017 | $ 20,328 |
Derivative Liabilities (Detai35
Derivative Liabilities (Details Narrative) - USD ($) | Aug. 08, 2015 | May 22, 2017 | Dec. 31, 2017 | Dec. 31, 2016 |
Derivative liability | $ 20,328 | |||
Convertible note payable | 4,900 | 30,700 | ||
Excess fair market value of derivative liability charged to interest | 448 | |||
Amortization expense | 4,900 | 32,667 | ||
Loss on change in fair market value of derivative liability | $ (14,980) | |||
Risk free interest rate | 1.53% | |||
Dividend yield | 0.00% | |||
Expected lives | 6 months | |||
Expected volatility | 376.00% | |||
Convertible Notes Payable [Member] | ||||
Derivative liability | $ 5,348 | |||
Convertible note payable | $ 4,900 | $ 4,900 | ||
Interest rate | 6.00% | 10.00% | ||
Debt instrument convertible note conversion description | The note bears interest at a rate of 10% per annum and can be convertible into the Company’s common shares 90 days after issuance, at the holder’s option, at the conversion rate equal to the lesser of a 50% discount from the last trade prior to conversion or $0.01 |
Notes Payable, Related Party (D
Notes Payable, Related Party (Details) - Notes Payable [Member] | Dec. 31, 2017USD ($) |
Year ended December 31, | |
2,018 | $ 81,500 |
2,019 | 5,000 |
Total | $ 86,500 |
Notes Payable, Related Party 37
Notes Payable, Related Party (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Issuance of preferred shares for repayment of note payable, Amount | $ 50,000 | |||
Preferred stock issued for repayment of accrued interest payable | 31,500 | |||
Preferred stock issued for repayment of note payable | 18,500 | |||
Common shares issued in exchange for note payable principal, Amount | 250,000 | |||
Current notes payable, related party | 81,500 | 331,500 | ||
Interest payable, related party | 19,545 | 10,299 | ||
Notes payable, related party, net of current portion | $ 5,000 | |||
Notes Payable [Member] | ||||
Consulting services amount | $ 350,000 | |||
Interest rate | 3.00% | 9.00% | ||
Debt due date | Nov. 19, 2016 | |||
Common Stock | ||||
Common shares issued in exchange for note payable principal, Shares | 12,500,000 | |||
Common shares issued in exchange for note payable principal, Amount | $ 250,000 | |||
Series A Preferred Stock | ||||
Issuance of preferred shares for repayment of note payable, Amount | $ 50,000 |
Convertible Notes Payable (Deta
Convertible Notes Payable (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Principal | $ 4,900 | $ 30,700 |
Discount | 0 | (6,916) |
Net Value | $ 4,900 | $ 23,784 |
Noteholder 1 [Member] | ||
Due Date | 9/1/2016 | |
Principal | $ 14,200 | |
Discount | ||
Net Value | $ 14,200 | |
Noteholder 2 [Member] | ||
Due Date | On Demand | 6/2/2017 |
Principal | $ 4,900 | $ 16,500 |
Discount | 0 | (6,916) |
Net Value | $ 4,900 | $ 9,584 |
Convertible Notes Payable (De39
Convertible Notes Payable (Details Narrative) - USD ($) | Aug. 08, 2015 | May 22, 2017 | Jan. 31, 2017 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 |
Proceeds from convertible notes payable | $ 16,500 | |||||
Convertible note payable | 4,900 | 30,700 | ||||
Unamortized debt discount | 0 | 6,916 | ||||
Forgiveness of debt | 26,306 | |||||
Proceeds from notes payable | 600 | |||||
Convertible Notes Payable [Member] | ||||||
Proceeds from convertible notes payable | $ 16,500 | $ 14,200 | ||||
Debt instrument maturity date | Aug. 20, 2017 | Jun. 2, 2017 | Sep. 1, 2016 | |||
Common stock rate per share | $ 0.01 | $ 0.01 | ||||
Convertible note payable | $ 4,900 | 4,900 | ||||
Accrued interest | $ 299 | |||||
Interest rate | 6.00% | 10.00% | ||||
Debt instrument Convertible conversion description | The note bears interest at a rate of 10% per annum and can be convertible into the Company’s common shares 90 days after issuance, at the holder’s option, at the conversion rate equal to the lesser of a 50% discount from the last trade prior to conversion or $0.01 | |||||
Convertible Notes Payable [Member] | Settlement Agreements [Member] | ||||||
Convertible note payable | $ 30,700 | |||||
Unamortized debt discount | 6,916 | |||||
Forgiveness of debt | 23,784 | |||||
Accrued interest | 1,923 | |||||
Proceeds from notes payable | 600 | |||||
Additional gain on the forgiveness | $ 2,523 |
Subsequent Events (Details)
Subsequent Events (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2017 | Dec. 31, 2016 | |
Revenue | $ 2,423 | |
Cost of revenue | 379 | |
Gross margin | 2,044 | |
Operating expenses | ||
General and administrative | 14,369 | 8,698 |
Professional fees | 24,351 | 22,549 |
Total operating expenses | 38,720 | 31,247 |
Loss from operations | (36,676) | (31,247) |
Other income (expense) | ||
Discharge of indebtedness | 26,306 | |
Loss on change in fair market value of derivative liability | (14,980) | |
Interest expense | 19,337 | 56,718 |
Total other income (expense) | 8,011 | 56,718 |
Net income (loss) | (44,687) | $ (87,965) |
Pro Forma Adjustments [Member] | ||
Revenue | ||
Cost of revenue | ||
Gross margin | ||
Operating expenses | ||
General and administrative | ||
Professional fees | ||
Total operating expenses | ||
Loss from operations | ||
Other income (expense) | ||
Discharge of indebtedness | ||
Loss on change in fair market value of derivative liability | ||
Interest expense | ||
Total other income (expense) | ||
Net income (loss) | ||
Pro Forma [Member] | ||
Revenue | 42,281 | |
Cost of revenue | 20,924 | |
Gross margin | 21,357 | |
Operating expenses | ||
General and administrative | 26,877 | |
Professional fees | 24,351 | |
Total operating expenses | 51,228 | |
Loss from operations | (29,871) | |
Other income (expense) | ||
Discharge of indebtedness | 26,306 | |
Loss on change in fair market value of derivative liability | (14,980) | |
Interest expense | (19,337) | |
Total other income (expense) | (8,011) | |
Net income (loss) | (37,882) | |
DLT [Member] | ||
Revenue | 2,423 | |
Cost of revenue | 379 | |
Gross margin | 2,044 | |
Operating expenses | ||
General and administrative | 14,369 | |
Professional fees | 24,351 | |
Total operating expenses | 38,720 | |
Loss from operations | (36,676) | |
Other income (expense) | ||
Discharge of indebtedness | 26,306 | |
Loss on change in fair market value of derivative liability | (14,980) | |
Interest expense | (19,337) | |
Total other income (expense) | (8,011) | |
Net income (loss) | (44,687) | |
AJD [Member] | ||
Revenue | 39,858 | |
Cost of revenue | 20,545 | |
Gross margin | 19,313 | |
Operating expenses | ||
General and administrative | 12,508 | |
Professional fees | ||
Total operating expenses | 12,508 | |
Loss from operations | 6,805 | |
Other income (expense) | ||
Discharge of indebtedness | ||
Loss on change in fair market value of derivative liability | ||
Interest expense | ||
Total other income (expense) | ||
Net income (loss) | $ 6,805 |
Subsequent Events (Details 1)
Subsequent Events (Details 1) - USD ($) | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Current assets | ||||
Cash | $ 8,609 | $ 20,334 | ||
Total current assets | 8,609 | |||
Intangible assets, net of accumulated amortization | 115,944 | |||
Total assets | 124,553 | |||
Current liabilities | ||||
Bank overdraft | 7 | 7 | ||
Accounts payable and accrued liabilities | 26,415 | 28,473 | ||
Dividends payable | 26,697 | 25,448 | ||
Related party payables | 44,679 | 39,599 | ||
Current notes payables | 81,500 | 331,500 | ||
Derivative liability | 20,328 | |||
Convertible notes payable | 4,900 | 23,784 | ||
Total current liabilities | 279,071 | 462,344 | ||
Notes payable, net of current portion | 5,000 | |||
Total liabilities | 284,071 | 462,344 | ||
Stockholders' deficit | ||||
Common stock | 21,573 | 27,333 | ||
Additional paid in capital | 3,129,894 | 2,859,164 | ||
Other comprehensive income | 16 | 24 | ||
Treasury stock | 5,300 | 100 | ||
Accumulated deficit | (3,393,452) | (3,348,765) | ||
Total stockholders' deficit | (159,518) | (462,344) | $ (474,431) | |
Total liabilities and stockholders' deficit | 124,553 | |||
Pro Forma Adjustments [Member] | ||||
Current assets | ||||
Cash | [1] | 297 | ||
Accounts receivable | [1] | 68,231 | ||
Total current assets | 68,528 | |||
Equipment | ||||
Intangible assets, net of accumulated amortization | [2] | 544,000 | ||
Goodwill | [2] | 657,000 | ||
Total assets | 1,269,528 | |||
Current liabilities | ||||
Bank overdraft | [1] | (16) | ||
Accounts payable and accrued liabilities | [1] | 7,568 | ||
Dividends payable | ||||
Related party payables | [1] | 37,981 | ||
Current notes payables | ||||
Derivative liability | ||||
Convertible notes payable | ||||
Total current liabilities | 45,533 | |||
Notes payable, net of current portion | ||||
Total liabilities | 45,533 | |||
Stockholders' deficit | ||||
Common stock | [3] | 4,200 | ||
Additional paid in capital | [3] | 1,196,800 | ||
Other comprehensive income | ||||
Treasury stock | ||||
Accumulated deficit | [1] | 22,995 | ||
Total stockholders' deficit | 1,223,995 | |||
Total liabilities and stockholders' deficit | 1,269,528 | |||
Pro Forma Adjustments [Member] | Series A Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock | ||||
Pro Forma Adjustments [Member] | Series B Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock | ||||
Pro Forma [Member] | ||||
Current assets | ||||
Cash | 8,906 | |||
Accounts receivable | 113,270 | |||
Total current assets | 122,176 | |||
Equipment | 27,458 | |||
Intangible assets, net of accumulated amortization | 659,944 | |||
Goodwill | 657,000 | |||
Total assets | 1,466,578 | |||
Current liabilities | ||||
Bank overdraft | 7 | |||
Accounts payable and accrued liabilities | 113,609 | |||
Dividends payable | 26,697 | |||
Related party payables | 115,797 | |||
Current notes payables | 108,958 | |||
Derivative liability | 20,328 | |||
Convertible notes payable | 4,900 | |||
Total current liabilities | 390,296 | |||
Notes payable, net of current portion | 5,000 | |||
Total liabilities | 395,296 | |||
Stockholders' deficit | ||||
Common stock | 25,773 | |||
Additional paid in capital | 4,326,694 | |||
Other comprehensive income | 16 | |||
Treasury stock | (5,300) | |||
Accumulated deficit | (3,364,901) | |||
Total stockholders' deficit | 1,071,282 | |||
Total liabilities and stockholders' deficit | 1,466,578 | |||
Pro Forma [Member] | Series A Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock | 25,000 | |||
Pro Forma [Member] | Series B Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock | 64,000 | |||
DLT [Member] | ||||
Current assets | ||||
Cash | 8,609 | |||
Accounts receivable | ||||
Total current assets | 8,609 | |||
Equipment | ||||
Intangible assets, net of accumulated amortization | 115,944 | |||
Goodwill | ||||
Total assets | 124,553 | |||
Current liabilities | ||||
Bank overdraft | 7 | |||
Accounts payable and accrued liabilities | 100,960 | |||
Dividends payable | 26,697 | |||
Related party payables | 44,679 | |||
Current notes payables | 81,500 | |||
Derivative liability | 20,328 | |||
Convertible notes payable | 4,900 | |||
Total current liabilities | 279,071 | |||
Notes payable, net of current portion | 5,000 | |||
Total liabilities | 284,071 | |||
Stockholders' deficit | ||||
Common stock | 21,573 | |||
Additional paid in capital | 3,129,894 | |||
Other comprehensive income | 16 | |||
Treasury stock | (5,300) | |||
Accumulated deficit | (3,394,701) | |||
Total stockholders' deficit | (159,518) | |||
Total liabilities and stockholders' deficit | 124,553 | |||
DLT [Member] | Series A Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock | 25,000 | |||
DLT [Member] | Series B Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock | 64,000 | |||
AJD [Member] | ||||
Current assets | ||||
Cash | ||||
Accounts receivable | 45,039 | |||
Total current assets | 45,039 | |||
Equipment | 27,458 | |||
Intangible assets, net of accumulated amortization | ||||
Goodwill | ||||
Total assets | 72,497 | |||
Current liabilities | ||||
Bank overdraft | 16 | |||
Accounts payable and accrued liabilities | 5,081 | |||
Dividends payable | ||||
Related party payables | 33,137 | |||
Current notes payables | 27,458 | |||
Derivative liability | ||||
Convertible notes payable | ||||
Total current liabilities | 65,692 | |||
Notes payable, net of current portion | ||||
Total liabilities | 65,692 | |||
Stockholders' deficit | ||||
Common stock | ||||
Additional paid in capital | ||||
Other comprehensive income | ||||
Treasury stock | ||||
Accumulated deficit | 6,805 | |||
Total stockholders' deficit | 6,805 | |||
Total liabilities and stockholders' deficit | 72,497 | |||
AJD [Member] | Series A Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock | ||||
AJD [Member] | Series B Preferred Stock | ||||
Stockholders' deficit | ||||
Preferred stock | ||||
[1] | Change in balance sheet accounts from December 31, 2017 to date of acquisition on January 21, 2018. | |||
[2] | Fair value of intangible assets acquired. Values are based on preliminary work and are subject to change. | |||
[3] | Fair value of common stock issued for consideration. |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - Subsequent Event [Member] | 1 Months Ended | 12 Months Ended | |
Jan. 31, 2018USD ($)shares | Jan. 21, 2018CAD ($)shares | Dec. 31, 2017USD ($)shares | |
AJD [Member] | |||
Conditional issuance of common stock shares reserve for future issuance | shares | 3,675,000 | ||
Stock Purchase Agreement [Member] | |||
Business acquisition, shares to be acquired under agreement | shares | 80 | ||
Business acquisition, ownership interest to be acquired under agreement | 80.00% | ||
Restricted common shares issued | shares | 525,000 | ||
Data Services sale | $ 127,000 | ||
Condition [Member] | AJD [Member] | |||
Conditional issuance of common stock shares reserve for future issuance | shares | 1,050,000 | ||
Gross sales | $ 500,000 | ||
Restricted common shares exchange description | 1,050,000 Shares upon A.J.D Data Services reaching $500,000 in gross sales | ||
Condition One [Member] | AJD [Member] | |||
Conditional issuance of common stock shares reserve for future issuance | shares | 1,050,000 | ||
Gross sales | $ 1,000,000 | ||
Restricted common shares exchange description | 1,050,000 Shares upon A.J.D Data Services reaching $1,000,000 in cumulated gross sales | ||
Condition Two [Member] | AJD [Member] | |||
Conditional issuance of common stock shares reserve for future issuance | shares | 525,000 | ||
Gross sales | $ 1,500,000 | ||
Pre tax earnings | $ 100,000 | ||
Restricted common shares exchange description | 525,000 Shares upon A.J.D Data Services reaching $1,500,000 in cumulated gross sales with $100,000 in pre-tax earnings | ||
Condition Three [Member] | AJD [Member] | |||
Conditional issuance of common stock shares reserve for future issuance | shares | 525,000 | ||
Gross sales | $ 2,000,000 | ||
Pre tax earnings | $ 150,000 | ||
Restricted common shares exchange description | 525,000 Shares upon A.J.D Data Services reaching $2,000,000 in cumulated gross sales with $150,000 in pre-tax earnings | ||
Condition Four [Member] | AJD [Member] | |||
Conditional issuance of common stock shares reserve for future issuance | shares | 525,000 | ||
Gross sales | $ 2,500,000 | ||
Pre tax earnings | $ 200,000 | ||
Restricted common shares exchange description | 525,000 Shares upon A.J.D Data Services reaching $2,500,000 in cumulated gross sales with $200,000 in pre-tax earnings | ||
Unregistered Stock Sales [Member] | |||
Restricted common shares sold | shares | 381,818 | ||
Proceeds issuance of common stock | $ 77,515 |