DLT Resolution (DLTI) 10-Q 16 Nov 20 2020 Q3 Quarterly report Financial data

Cover

Cover - shares	9 Months Ended
	Sep. 30, 2020	Nov. 16, 2020
Cover [Abstract]
Entity Registrant Name	DLT Resolution Inc.
Entity Central Index Key	0001420368
Document Type	10-Q
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	Yes
Document Period End Date	Sep. 30, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2020
Entity Ex Transition Period	false
Entity Common Stock Shares Outstanding		22,667,537
Document Quarterly Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Condensed Consolidated Balance

Condensed Consolidated Balance Sheets - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 11,487	$ 13,140
Accounts receivable, net of allowance for doubtful accounts of $44,730 at September 30, 2020 and $0 at December 31, 2019	296,969	34,631
Other current asset	76,587	0
Total current assets	385,043	47,771
Property, plant and equipment, net of accumulated depreciation	76,963	0
Operating lease - right of use asset	9,082	0
Intangible assets, net of accumulated amortization	2,020,358	376,460
Goodwill	914,959	165,022
Total assets	3,406,405	589,253
Current liabilities
Bank overdraft	32,085	16,782
Accounts payable and accrued liabilities	568,867	99,201
Related party payables	35,872	35,880
Interest payable, related party	39,722	34,190
Note payable, related party	81,500	81,500
Notes payable, current portion	5,000	0
Lease obligation - operating lease	6,116	0
Total current liabilities	769,162	267,553
Notes payable, net of current portion	90,069	5,000
Other long term liability	1,860,000	685,000
Lease obligation - operating lease, net of current portion	2,412	0
Total liabilities	2,721,643	957,553
Stockholders' equity (deficit)
Common stock, $0.001 par value; 275,000,000 shares authorized; 25,926,287 and 24,395,037 issued; 22,698,787 and 21,167,537 outstanding at September 30, 2020 and December 31, 2019	25,926	24,395
Common stock subscribed	14,000	0
Additional paid-in capital	4,913,010	4,218,265
Other comprehensive income	718,672	(34,430)
Treasury stock, 3,815,000 shares as of September 30, 2020 and December 31, 2019, at cost	(5,300)	(5,300)
Accumulated deficit	(5,045,546)	(4,653,230)
Total stockholders' equity (deficit)	684,762	(368,300)
Total liabilities and stockholders' equity (deficit)	3,406,405	589,253
Series B Convertible Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock value	64,000	64,000
Series A Convertible Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock value	$ 0	$ 0

Condensed Consolidated Balanc_2

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Current assets
Accounts receivable, net of allowance for doubtful accounts	$ 44,730	$ 0
Stockholders' deficit
Common stock, shares par value	$ 0.001	$ 0.001
Common stock, shares authorized	275,000,000	275,000,000
Common stock, shares issued	25,926,287	24,395,037
Common stock, shares outstanding	22,698,787	21,167,537
Treasury stock shares	3,815,000	3,815,000
Series B Convertible Preferred Stock [Member]
Stockholders' deficit
Preferred stock, shares par value	$ 1	$ 1
Preferred stock, shares authorized	500,000	500,000
Preferred stock, shares issued	64,000	64,000
Preferred stock, shares outstanding	64,000	64,000
Series A Convertible Preferred Stock [Member]
Stockholders' deficit
Preferred stock, shares par value	$ 1	$ 1
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, shares issued	0	25,000
Preferred stock, shares outstanding	0	25,000

Condensed Consolidated Statemen

Condensed Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Condensed Consolidated Statements of Operations (Unaudited)
Revenue	$ 599,160	$ 128,482	$ 1,576,960	$ 363,849
Cost of revenue and operating expenses
Cost of revenue	317,665	42,264	820,179	114,676
General and administrative	245,005	72,482	613,893	194,852
Depreciation and amortization	1,288	25,768	268,321	76,980
Professional fees	29,060	55,421	93,481	119,842
Goodwill impairment loss	6,175	0	160,594	0
Total operating expenses	599,193	198,295	1,956,468	506,350
Loss from operations	(33)	(69,813)	(379,508)	(142,501)
Other income (expense)
Gain/(loss) on stock based liability	0	267,602	0	(227,836)
Foreign exchange gain/(loss)	(3)	4	(3)	5,353
Loss on investment	0	0	0	(331,787)
Interest expense	(11,899)	(1,844)	(30,805)	(5,471)
Total other income (expense)	(11,902)	265,762	(30,808)	(559,741)
Net (loss) income	$ (11,935)	$ 195,949	$ (410,316)	$ (702,242)
Basic loss per common share - net (loss) income	$ 0	$ 0.01	$ (0.02)	$ (0.03)
Diluted loss per common share - net (loss) income	$ 0	$ 0.01	$ (0.02)	$ (0.03)
Weighted average basic shares outstanding	25,926,287	21,170,526	25,760,571	21,113,158
Weighted average diluted shares outstanding	25,926,287	21,170,526	25,760,571	21,153,158

Condensed Consolidated Statem_2

Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Sep. 30, 2020	Sep. 30, 2019
Condensed Consolidated Statements of Comprehensive Loss (Unaudited)
Net (loss) income	$ (11,935)	$ 195,949	$ (410,316)	$ (702,242)
Other comprehensive income (loss)
Gain on adjusted value of other long-term liability	130,000	0	360,024	0
Foreign currency translation adjustment	608,429	2,449	393,078	18,036
Total other comprehensive income (loss)	738,429	2,449	753,102	18,036
Comprehensive income (loss)	$ 726,494	$ 198,398	$ 342,786	$ (684,206)

Condensed Consolidated Statem_3

Condensed Consolidated Statements of Changes in Stockholders' Deficit (Unaudited) - USD ($)	Total	Non-Controlling Interest [Member]	Additional Paid-In Capital	Treasury Stock [Member]	Other comprehensive income [Member]	Accumulated Deficit [Member]	Common Stock Subscribed	Series B Preferred Stocks [Member]	Common Stock [Member]
Balance, shares at Dec. 31, 2018								64,000	24,982,537
Balance, amount at Dec. 31, 2018	$ 736,848	$ 94,087	$ 4,192,678	$ (37,688)	$ (5,300)	$ (3,595,912)	$ 0	$ 64,000	$ 24,983
Issuance of common stock for cash proceeds, shares									25,000
Issuance of common stock for cash proceeds, amount	25,000	0	24,975	0	0	0	0		$ 25
Foreign currency translation adjustment	18,035	0	0	18,035	0	0	0	0	0
Net loss	(702,242)	(94,087)	0	0	0	(702,242)	0	$ 0	$ 0
Gain on adjusted value of other long-term liability	0
Balance, shares at Sep. 30, 2019								64,000	25,007,537
Balance, amount at Sep. 30, 2019	(16,446)	0	4,217,653	(19,653)	(5,300)	(4,298,154)	0	$ 64,000	$ 25,008
Balance, shares at Dec. 31, 2019								64,000	24,395,037
Balance, amount at Dec. 31, 2019	(368,300)	0	4,218,265	(5,300)	(34,430)	(4,635,230)	0	$ 64,000	$ 24,395
Issuance of common stock for cash proceeds, shares									31,250
Issuance of common stock for cash proceeds, amount	25,000	0	24,969	0	0	0	0	$ 0	$ 31
Foreign currency translation adjustment	393,078	0	0	0	393,078	0	0	0	0
Net loss	(410,316)	0	0		0	(410,316)	0	$ 0	$ 0
Issuance of common stock for acquisitions, shares									1,500,000
Issuance of common stock for acquisitions, amount	671,276	0	669,776	0	0	0	0	$ 0	$ 1,500
Sale of common stock subscription	14,000						14,000
Gain on adjusted value of other long-term liability	360,024	0	0	0	360,024	0	0	$ 0	$ 0
Balance, shares at Sep. 30, 2020								64,000	25,926,287
Balance, amount at Sep. 30, 2020	$ 684,762	$ 0	$ 4,913,010	$ (5,300)	$ 718,672	$ (5,045,546)	$ 14,000	$ 64,000	$ 25,926

Condensed Consolidated Statem_4

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	9 Months Ended
	Sep. 30, 2020	Sep. 30, 2019
Cash flows from operating activities
Net loss	$ (410,316)	$ (702,242)
Adjustments to reconcile net loss to net cash used in operating activities
Loss on investment		331,787
Loss on stock based liability	0	227,836
Loss related items	0	(50,581)
Depreciation and amortization expense	268,321	76,980
Goodwill impairment loss	160,594	0
Changes in operating assets and liabilities
Accounts receivable	(101,236)	(53,310)
Other current asset	(76,608)	0
Lease obligation	(4,907)	0
Interest payable, related party	5,532	5,471
Accounts payable and accrued liabilities	93,263	26,396
Accounts payable, related party	0	(25,000)
Net cash used in operating activities	(65,357)	(162,663)
Net cash used in investing activities
Purchase of equipment	(766)	0
Net cash used in investing activities	(766)	0
Cash flows from financing activities
Proceeds from notes payable	90,093	0
(Repayments) proceeds from bank overdrafts	(9,373)	6,366
Proceeds from sale of common stock	25,000	25,000
Proceeds from sale of common stock subscription	14,000	0
Proceeds from (repayments to) related parties	(56,506)	144,489
Net cash provided by financing activities	63,214	175,855
Net change in cash	(2,909)	13,192
Effect of exchange rate on cash	1,256	1,154
Cash at beginning of period	13,140	12,908
Cash at end of period	11,487	27,254
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-cash investing and financing activities
Other long term liability entered into for acquisition of Union Strategies, Inc.	1,370,000	0
Common shares issued for acquisition of Union Strategies, Inc.	2,400,000	0
Net of Union Strategies, Inc. assets acquired and liabilities assumed	$ 4,000,000	$ 0

Organization and Significant Ac

Organization and Significant Accounting Policies	9 Months Ended
	Sep. 30, 2020
Organization and Significant Accounting Policies
Note 1 - Organization and Significant Accounting Policies	DLT Resolution Inc. (“DLT, the “Company”, “we” and “our”) operates in three high-tech industry segments: Blockchain Applications; Telecommunications; and Data Services which includes Image Capture, Data Collection, Data Phone Center Services, and Payment Processing. The Company offers secure data management, Information Technology (IT) and other telecommunications services in Canada and the United 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. Through our acquisition of Union Strategies, Inc. (“USI”), the Company operates a business focused on designing, installing and maintaining telephony, data, video, storage, and LAN/WAN networks. USI’s clients encompass K-12 and higher education institutions, trades industry organizations, and local government entities having memberships ranging from 100 to 10,000 people that utilize products and services that USI provides by deploying a variety of technologies to keep client networks up and running efficiently. The Company had an accumulated deficit of $4,653,230 and a working capital deficit of $219,782 as of December 31, 2019. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Continuation of the Company’s existence depends upon its ability to obtain additional capital. Management’s plans in regards to this matter include raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources. These unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three months ended September 30, 2020 are not necessarily indicative of the results that we will have for any subsequent period. Interim Condensed Consolidated Financial Statements The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K as filed with the SEC on April 30, 2020. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Income taxes Income taxes are provided for using the liability method of accounting in accordance with FASB ASC Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. At September 30, 2020, there were no uncertain tax positions that require accrual. Revenue Recognition The Company follows ASC 606 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue upon the transfer of promised services to customers in amounts that reflect the consideration to which the Company expects to be entitled the transfer of services. The Company considers revenue earned when all the following criteria are met: (i) the contract with the customer has been identified, (ii) the performance obligations have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligations, and (v) the performance obligations have been satisfied. The Company primarily generates revenues through the sale of products through its website and at industry tradeshows. Net Income (Loss) Per Share Net loss per share is calculated in accordance with FASB ASC topic 260. Basic earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period, assuming conversion or exercise of all potentially dilutive securities outstanding during each reporting period presented. Potentially dilutive securities are not presented or used in the computation of diluted loss per share on the statement of operations for periods when the Company incurs net losses, as their effect would be anti-dilutive. As of September 30, 2020 and 2019, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding, which were convertible into 12,800 shares of the Company’s common stock. As of September 30, 2020, the Company expects to issue an additional 1,500,000 restricted common shares of stock from recent acquisitions. See Note 2. Foreign Currency Translation The functional currency of the Company’s subsidiaries in Canada is the Canadian Dollar. The subsidiaries’ assets and liabilities have been translated to U.S. dollars using exchange rates of 0.734538 and 0.771486 in effect at the balance sheet dates of September 30, 2020 and December 31, 2019, respectively. Unaudited condensed consolidated statements of operations amounts have been translated using the annual weighted average exchange rates of 0.750785 for the nine months ended September 30, 2020 and 0.752306 for the three months ended September 30, 2019. 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 (losses) gains recognized for the three-month periods ended September 30, 2020 and 2019 were $(3) and $5,353, respectively. Fair Value of Financial Instruments Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income. Recently Adopted Accounting Pronouncements In 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 requires entities to establish an allowance for credit losses for most financial assets. Prior US GAAP was based on an incurred loss methodology for recognizing credit losses on financial assets measured at amortized cost and available-for sale debt securities. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 31, 2018. The amendments in this ASU did not have a material impact on our condensed consolidated financial statements. In 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820) — Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures. ASU 2018-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The amendments in this ASU did not have a material impact on our condensed consolidated financial statements. Recent Accounting Pronouncements In 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) — Simplifying the Accounting for Income Taxes. ASU 2019-12 which modifies ASC 740 to simplify the accounting for income taxes. The ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020. We have not yet completed the full assessment of the impact on our condensed consolidated financial statements or related disclosures. In March 2020, The FASB issued ASU 2020-03, Codification Improvements to Financial Instruments – Issue 4: Cross-Reference to Line of-Credit or Revolving-Debt Arrangements Guidance in Subtopic 470-50. Stakeholders the ASU requests that paragraphs 470-50-40-17 through 40-18, which describe the accounting for fees between debtor and creditor and third-party costs directly related to exchanges or modifications of debt instruments, reference paragraph 470-50-40-21 for line-of-credit or revolving-debt arrangements. We have not yet completed the full assessment of the impact on our condensed consolidated financial statements or related disclosures.

Acquisition

Acquisition	9 Months Ended
	Sep. 30, 2020
Acquisition
Note 2 - Acquisition	Acquisition of 1922861 Ontario Inc. On April 12, 2018, the Company entered into and closed the transactions contemplated by the definitive asset purchase agreement and plan of re-organization by and among the Company, 1922861 Ontario Inc. a corporation organized under the laws of Ontario (“ 1922861 Ontario Inc. In addition to the consideration on closing, an additional 500,000 restricted shares of Company Common Stock may potentially be issued upon the acquired base generating CAD $500,000 in cumulated gross sales with a 10% pre-tax profit. The Company has allotted 24 months to achieve this milestone. There is full acceleration to allow for full vesting as quickly as the cumulative sales milestones are reached. The Company applied the acquisition method to the business combination and valued each of the assets acquired (cash, accounts receivable, equipment, customer relationships, software, domain names and non-compete agreements) and liabilities assumed (accounts payable and related party payable) at fair value as of the acquisition date. The carrying values of cash, accounts receivable, accounts payable and related party payable were deemed to be fair value as of the acquisition date. The Company determined the fair value of the equipment to be historical net book value. The preliminary allocation of the purchase price was based on estimates of the fair value of the assets and liabilities assumed based on provisional amounts. However, the allocation of excess purchase and the amounts allocated to intangible assets are now as per valuation of assets and liabilities performed by independent valuer. Under the purchase agreement, the Company issued 1,000,000 shares of Common Stock valued at $417,815 and committed to issue an additional 500,000 shares of Common Stock at certain milestones, which was determined to have a fair value of $685,000 with mark to market pricing of DLT stock price as of December 31, 2019 using its $1.37 closing price on that date and $800,000 as of September 30, 2020 using its $1.60 closing price as of that date. The obligation to issue the 500,000 shares of Company Common Stock is shown as an “other long-term liabilities” on the face of the balance sheet and was valued at $800,000 and $685,000 as of September 30, 2020 and December 31, 2019, respectively. The following table shows the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition: ASSETS ACQUIRED Accounts receivable $ 18,663 Customer list 103,255 Developed technology 321,679 Domain and trade name 3,971 Non-compete 37,330 Goodwill 169,896 TOTAL ASSETS ACQUIRED $ 654,794 LIABILITIES ASSUMED Accounts payable 22,197 HST payable 2,147 TOTAL LIABILITIES ASSUMED 24,344 NET ASSETS ACQUIRED $ 630,450 Acquisition of Union Strategies Inc. On January 30, 2020, the Company entered into transactions contemplated by the definitive share for share exchange agreement and plan of re-organization (the “Purchase Agreement”) by and among the Company, Union Strategies. Inc. (“USI”), the stockholders of USI and other parties signatory thereto to acquire all the issued and outstanding capital stock of USI for 1,500,000 shares of the Company’s restricted Common Stock (the “Closing Shares”). The acquisition resulted in USI becoming a wholly-owned subsidiary of the Company. In the event that USI’s gross revenue for 2020 exceeds CAD $3,100,000 and it generates a minimum $75,000 in EBITDA (the “Performance Targets”), the Company agreed to issue an additional 1,000,000 shares of restricted Company Common Stock (“the Contingent Shares”) as additional purchase price consideration, which the Company estimates is probable that the Performance Targets will be achieved. The Company engaged an independent third party professional valuation firm to determine the value of the consideration that the Company paid and the values of the tangible assets, intangible assets and liabilities acquired. The valuation firm determined that based on a 30-day average closing share of the Company’s Common Stock on January 30, 2020 and a 22.7% discount factor to reflect the shares’ resale restriction; the Closing and Contingent Shares are valued at $1.47 per share for a total purchase price consideration of $2,564,122. The Company applied the acquisition method to the business combination and valued each of the assets acquired and liabilities assumed at fair value as of the acquisition date. The carrying values of accounts receivable, property and equipment, right to use asset, accounts payable, HST payable, accrued liabilities and lease obligation were deemed to be fair value as of the acquisition date. The obligation to issue the Contingent Shares is subject mark to market pricing of DLT stock price and is included in “other long-term liabilities” on the face of the balance sheet and valued at $1,240,000 based on the $1.24 closing share price of DLT Common Stock on September 30, 2020. The following table shows the estimated fair values of USI’s assets acquired and liabilities assumed at the January 30, 2020 date of acquisition: ASSETS ACQUIRED Customer list $ 874,631 Non-compete agreement 779,299 Developed technology 133,918 Domain name 129,379 Total intangible assets acquired 1,917,228 Tangible assets acquired 140,723 TOTAL ASSETS ACQUIRED $ 2,057,951 TOTAL LIABILITIES ASSUMED 416,126 NET ASSETS ACQUIRED 1,641,825 Goodwill 922,297 NET ASSETS ACQUIRED $ 2,564,122 Pro Forma The following table presents the unaudited pro forma results of the Company for the years ended December 31, 2019 and 2018 as if the acquisitions of USI and the combined 1922861 Ontario Inc. and DLT Resolution Corp. occurred on January 1, 2018. The pro forma results include estimates and assumptions which management believes are necessary. However, pro forma results do not include an anticipated cost savings or their effects of the planned integration of USI and 1922861 Ontario Inc. and are not necessarily indicative of the result that would have occurred if the business combination had been in effect on the dates indicated, or which may result in the future. The unaudited pro forma revenue and net loss for USI was approximately $2,730,000 and $175,000, respectively, for 2019. The unaudited pro forma revenue and net income for USI was approximately $2,700,000 and $88,000, respectively, for 2018. The unaudited pro forma revenue and net loss for the combined 1922861 Ontario Inc. and DLT Resolution Corp. was approximately $953,000 and $374,000, respectively, for the year ended December 31, 2018. The pro forma information includes adjustments for the amortization of intangible assets. Year ended December 31, 2019 2018 (unaudited) (unaudited) Revenue $ 3,193,000 $ 3,653,000 Net loss (1,472,000 ) (544,000 ) USI and 1922861 Ontario Inc. did not have any material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and net losses.

Goodwill and Intangible Assets

Goodwill and Intangible Assets	9 Months Ended
	Sep. 30, 2020
Goodwill and Intangible Assets
Note 3 - Goodwill and Intangible Assets	Due to a sustained decline in the market capitalization of our common stock during the first quarter of 2020, we performed an interim goodwill impairment test. Management considered that, along with other possible factors affecting the assessment of the Company’s reporting unit for the purposes of performing a goodwill impairment assessment, including management assumptions about expected future revenue forecasts and discount rates, changes in the overall economy, trends in the stock price, estimated control premium, other operating conditions, and the effect of changes in estimates and assumptions that could materially affect the determination of fair value and goodwill. As a result of the significant decline in the current market capitalization despite any of the other positive factors contemplated and relatively little change in our ongoing business operations, the outcome of this goodwill impairment test resulted in a charge for the impairment of goodwill of $160,594 recorded in the unaudited condensed consolidated financial statements for the nine months ended September 30, 2020. We amortize identifiable intangible assets on a straight-line basis over their estimated useful lives. As of September 30, 2020 and December 31, 2019, identifiable intangibles were as follows: September 30, 2020 December 31, 2019 Developed technology $ 132,853 $ 312,452 Customer relationships 965,248 100,293 Website 119,000 119,000 Domain and trade name 132,102 3,857 Non-compete 808,376 36,260 Accumulated amortization (441,207 ) (195,402 ) Total intangible assets, net $ 2,020,358 $ 376,460 Expected future amortization expense related to identifiable intangibles based on our carrying amount as of September 30, 2020 for the following five years is as follows (in thousands): For the Twelve Months ended September 30, 2021 $ 339,767 2022 332,906 2023 332,906 2024 316,778 2025 116,259 Thereafter 581,744 $ 2,020,359

Notes Payable

Notes Payable	9 Months Ended
	Sep. 30, 2020
Notes Payable
Note 4 - Note 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, 2020, the note is unpaid. The Government of Canada launched CEBA to assist businesses during the current challenges by providing interest-free unsecured loans. During the nine months ended September 30, 2020, the Company’s three Canadian subsidiaries each received CAD 40,000 CEBA loans. The loans bear zero interest and may be repaid any time after October 1, 2020 and if repaid on or before December 31, 2022, CEBA will forgive CAD 10,000 in loan principal. Should a CEBA loan be unpaid as of December 31, 2022, the loan converts to a three-year term loan having a 5% annual fixed rate of interest. As of September 30, 2020, the Company has a total of $90,069 (CAD 120,000) in outstanding CEBA loans.

Other Longterm Liabilities

Other Longterm Liabilities	9 Months Ended
	Sep. 30, 2020
Other Longterm Liabilities
Note 5 - Other Long-term Liabilities	Other long-term liabilities consist of the Company’s obligations to issue shares of its Common Stock pursuant to recent acquisitions. See Note 2. As of September 30, 2020, total other long-term liabilities $1,860,000 consisted of $620,000 for shares issuable for the Acquisition of 1922861 Ontario Inc. and $1,240,000 for the shares issuable for the acquisition of USI. As of December 31, 2019, total other long-term liabilities consisted of $685,000 for shares issuable for the Acquisition of 1922861 Ontario Inc. The liabilities are subject to mark to market accounting based on the market price of DLT shares of Common Stock and will be extinguished once the shares are issued.

Stockholders Equity

Stockholders Equity	9 Months Ended
	Sep. 30, 2020
Stockholders Equity
Note 6 - Stockholders equity	Common Stock On January 13, 2020, the Company issued 31,250 shares of restricted Company Common Stock to a third party individual in a stock subscription agreement for $25,000 in cash. The Company issued 1,500,000 shares of restricted Common Stock pursuant to the Purchase Agreement to acquire USI. See Note 2. Common stock subscribed The Company sold a subscription to purchase 14,000 shares of its Common Stock for $14,000 on April 24, 2020. To date, the shares have not been issued to the purchaser. Series A Convertible Preferred Stock The Company is authorized to issue 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 of $0.10 per share. There were no shares of series A convertible preferred stock issued and outstanding as of September 30, 2020 and December 31, 2019. Series B Convertible Preferred Stock The Company is authorized to issue 500,000 shares of Series B Convertible Preferred Stock. The Series B Convertible Preferred Stock can be converted to common shares at the option of the holder at a rate of $0.20 per share. There were 64,000 shares of series B convertible preferred stock issued and outstanding as of September 30, 2020 and December 31, 2019.

Related Party Transactions

Related Party Transactions	9 Months Ended
	Sep. 30, 2020
Related Party Transactions
Note 7 - Related Party Transactions	No compensation was incurred for the services of the Company’s directors or executives during the periods ended September 30, 2020 and 2019. As of September 30, 2020 and December 31, 2019, the Company had outstanding amounts payable to related parties of $20,872 and $20,880. The obligations are unsecured, non-interest bearing, due on demand and payable in Canadian dollars, with the change in the liability from December 31, 2019 to September 30, 2020 attributable to the change in the exchange rate for U.S. and Canadian dollars. During the nine months ended September 30, 2019, the Company also made payments for services rendered by related parties totaling $25,000, resulting in balances owed for such services of $15,000 as of September 30, 2020 and December 31, 2019. The Company has a note payable to a related party as settlement for consulting services. The note carries interest of 9% compounded annually and is due on demand. As of September 30, 2020 and December 31, 2019, $81,500 of principal and $39,722 and $34,190 of accrued interest was due, respectively. During the three months ended September 30, 2020, the Company advanced a total of $76,587 to two individual who manage USI’s operations. The advances are repayable with installment payments starting on April 1, 2021.

Concentrations

Concentrations	9 Months Ended
	Sep. 30, 2020
Concentrations
Note 8 - Concentrations	During the three-month and nine-month periods ended September 30, 2020 and 2019, no single customer accounted for more than 10% of our total revenue for the respective periods. As of September 30, 2020, one customer had an outstanding accounts receivable balance that were 23% of our total accounts receivable at that time. As of December 31, 2019, no single customer had an outstanding accounts receivable balance that exceeded 10% of our total accounts receivable at that time.

Commitments and Contingencies

Commitments and Contingencies	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies
Note 9 - Commitments and Contingencies	Litigation On March 29, 2019, DLT Resolution Corp. and DLT Resolution Inc. was served with a Statement of Claimants 300-306 Town Centre Boulevard Limited Partnership/Court File No. CV-19-00617228-000 (Toronto) for unpaid rent and lost revenue related to the premises. In this action, the Plaintiff has claimed damages against the Defendants DLT Resolution Corp. and DLT Resolution Inc. in the amount of $567,385 for an alleged breach of lease. The Plaintiff has claimed damages against the Defendant DLT Resolution Inc. in the amount of $567,385 for allegedly wrongfully inducing a breach of lease and tortious interference with contractual relations. The Plaintiff has further claimed damages against the Defendant DLT Resolution Inc. in the amount of $567,385 for allegedly oppressive conduct under the Ontario Business Corporations Act. The Plaintiff has further claimed compensation for its legal costs and for pre-judgment interest. The Company filed a statement of Defense citing, amongst other things, that it has never entered into any agreement with the landlord, nor guaranteed any such liability. The Defendants DLT Resolution Corp. and DLT Resolution Inc. intend to contest the claim vigorously. There is no intention to make a settlement offer nor have instructions been received to make a settlement offer at this juncture. Since the statement of defense was delivered on 16 May 2019, the Company had no further communication from counsel for the Plaintiff nor have any steps been taken to move the litigation forward. Although there can be no assurance of the Company’s ability to dismiss the claim, management feels the claim is without merit and is confident it will receive a ruling in its favor. Leases Commitment Under Topic 842, operating lease expense is generally recognized evenly over the term of the lease. USI has an operating lease for its Edmonton, Canada facility that started in March 2019 and terminates in February 2022. There was no sublease rental income for the three-month periods ended September 30, 2020 and 2019. USI paid approximately $2,137 and $6,538 against the Lease obligation in the three and nine months ended September 30, 2020. USI’s lease agreement does not provide an implicit borrowing rate; therefore, an internal incremental borrowing rate is determined based on information available at lease commencement date for purposes of determining the present value of lease payments. ROU lease asset and lease liability for the operating lease is recorded in the balance sheet as follows: As of September 30, 2020 Operating lease - right of use asset $ 9,082 Lease obligations — operating leases, current portion $ 8,149 Lease obligations — operating leases, net of current portion 3,214 Total lease liability $ 11,362 Weighted average remaining lease term (in years) 1.4 Weighted average discount rate 7.75 % Future lease payments included in the measurement of lease liabilities on the unaudited balance sheet as of September 30, 2020, for the following five fiscal years and thereafter were as follows: For the year ending December 31, 2020 $ 1,801 2021 7,206 2022 1,201 Total future minimum lease payments 10,208 Present value adjustment 1,679 Total $ 8,528 Other Commitments As permitted under Canadian Corporations Business Act, USI agrees to indemnify officers and directors for certain events or occurrences while the officer or director is, or was, serving at USI’s request in this capacity. The term of the indemnification period is indefinite. There is no limit on the amount of future payments USI could be required to make under these indemnification agreements; however, USI maintains insurance policy coverage that may enable USI to recover a portion of any amounts paid. As a result of USI’s insurance policy coverage, management believes the estimated fair value of these indemnifications is minimal. Accordingly, USI did not record any indemnification liabilities as of September 30, 2020 and December 31, 2019.

Significant Accounting Policies

Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 30, 2020
Significant Accounting Policies (Policies)
Interim Condensed Consolidated Financial Statements	The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”) and in conformity with the instructions to Form 10-Q and Article 8 of Regulation S-X and the related rules and regulations of the Securities and Exchange Commission (“SEC”). Accordingly, certain information and note disclosures normally included in financial statements prepared in accordance with US GAAP have been condensed or omitted pursuant to such rules and regulations. However, we believe that the disclosures included in these condensed consolidated financial statements are adequate to make the information presented not misleading. The unaudited condensed consolidated financial statements included in this document have been prepared on the same basis as the annual consolidated financial statements, and in our opinion reflect all adjustments, which include normal recurring adjustments necessary for a fair presentation in accordance with US GAAP and SEC regulations for interim financial statements. The results for the three and nine months ended September 30, 2020 are not necessarily indicative of the results that we will have for any subsequent period. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and the notes to those statements for the year ended December 31, 2019 included in our Annual Report on Form 10-K as filed with the SEC on April 30, 2020.
Use of Estimates	The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Income taxes	Income taxes are provided for using the liability method of accounting in accordance with FASB ASC Topic 740 (formally SFAS No. 109 “Accounting for Income Taxes”). A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effect of changes in tax laws and rates on the date of enactment. At September 30, 2020, there were no uncertain tax positions that require accrual.
Revenue Recognition	The Company follows ASC 606 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue upon the transfer of promised services to customers in amounts that reflect the consideration to which the Company expects to be entitled the transfer of services. The Company considers revenue earned when all the following criteria are met: (i) the contract with the customer has been identified, (ii) the performance obligations have been identified, (iii) the transaction price has been determined, (iv) the transaction price has been allocated to the performance obligations, and (v) the performance obligations have been satisfied. The Company primarily generates revenues through the sale of products through its website and at industry tradeshows.
Net Income (Loss) Per Share	Net loss per share is calculated in accordance with FASB ASC topic 260. Basic earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period. Diluted earnings (loss) per share is computed by dividing net income, or loss, by the weighted average number of shares of common stock outstanding for the period, assuming conversion or exercise of all potentially dilutive securities outstanding during each reporting period presented. Potentially dilutive securities are not presented or used in the computation of diluted loss per share on the statement of operations for periods when the Company incurs net losses, as their effect would be anti-dilutive. As of September 30, 2020 and 2019, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding, which were convertible into 12,800 shares of the Company’s common stock. As of September 30, 2020, the Company expects to issue an additional 1,500,000 restricted common shares of stock from recent acquisitions. See Note 2.
Foreign Currency Translation	The functional currency of the Company’s subsidiaries in Canada is the Canadian Dollar. The subsidiaries’ assets and liabilities have been translated to U.S. dollars using exchange rates of 0.734538 and 0.771486 in effect at the balance sheet dates of September 30, 2020 and December 31, 2019, respectively. Unaudited condensed consolidated statements of operations amounts have been translated using the annual weighted average exchange rates of 0.750785 for the nine months ended September 30, 2020 and 0.752306 for the three months ended September 30, 2019. 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 (losses) gains recognized for the three-month periods ended September 30, 2020 and 2019 were $(3) and $5,353, respectively.
Fair Value of Financial Instruments	Fair value of certain of the Company’s financial instruments including cash, prepaid expenses, accounts payable, accrued expenses, notes payable, and other accrued liabilities approximate cost because of their short maturities. The Company measures and reports fair value in accordance with ASC 820, “Fair Value Measurements and Disclosure” defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles and expands disclosures about fair value investments. Fair value, as defined in ASC 820, is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value of an asset should reflect its highest and best use by market participants, principal (or most advantageous) markets, and an in-use or an in-exchange valuation premise. The fair value of a liability should reflect the risk of non-performance, which includes, among other things, the Company’s credit risk. Valuation techniques are generally classified into three categories: the market approach; the income approach; and the cost approach. The selection and application of one or more of the techniques may require significant judgment and are primarily dependent upon the characteristics of the asset or liability, and the quality and availability of inputs. Valuation techniques used to measure fair value under ASC 820 must maximize the use of observable inputs and minimize the use of unobservable inputs. ASC 820 also provides fair value hierarchy for inputs and resulting measurement as follows: Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities. Level 2: Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data for substantially the full term of the assets or liabilities; and Level 3: Unobservable inputs for the asset or liability that are supported by little or no market activity, and that are significant to the fair values. Fair value measurements are required to be disclosed by the Level within the fair value hierarchy in which the fair value measurements in their entirety fall. Fair value measurements using significant unobservable inputs (in Level 3 measurements) are subject to expanded disclosure requirements including a reconciliation of the beginning and ending balances, separately presenting changes during the period attributable to the following: (i) total gains or losses for the period (realized and unrealized), segregating those gains or losses included in earnings, and a description of where those gains or losses included in earning are reported in the statement of income.
Recently Adopted Accounting Pronouncements	In 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326) — Measurement of Credit Losses on Financial Instruments (ASU 2016-13). ASU 2016-13 requires entities to establish an allowance for credit losses for most financial assets. Prior US GAAP was based on an incurred loss methodology for recognizing credit losses on financial assets measured at amortized cost and available-for sale debt securities. The update is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted for fiscal years beginning after December 31, 2018. The amendments in this ASU did not have a material impact on our condensed consolidated financial statements. In 2018, the FASB issued ASU 2018-13, Fair Value Measurement (ASC 820) — Disclosure Framework-Changes to the Disclosure Requirements for Fair Value Measurement. ASU 2018-13 removes certain disclosures, modifies certain disclosures and adds additional disclosures. ASU 2018-13 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2019. Early adoption is permitted. The amendments in this ASU did not have a material impact on our condensed consolidated financial statements.
Recent Accounting Pronouncements	In 2019, the FASB issued ASU 2019-12, Income Taxes (ASC 740) — Simplifying the Accounting for Income Taxes. ASU 2019-12 which modifies ASC 740 to simplify the accounting for income taxes. The ASU removes certain exceptions for recognizing deferred taxes for investments, performing intraperiod allocation and calculating income taxes in interim periods. The ASU also adds guidance to reduce complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. ASU 2019-12 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2020. We have not yet completed the full assessment of the impact on our condensed consolidated financial statements or related disclosures. In March 2020, The FASB issued ASU 2020-03, Codification Improvements to Financial Instruments – Issue 4: Cross-Reference to Line of-Credit or Revolving-Debt Arrangements Guidance in Subtopic 470-50. Stakeholders the ASU requests that paragraphs 470-50-40-17 through 40-18, which describe the accounting for fees between debtor and creditor and third-party costs directly related to exchanges or modifications of debt instruments, reference paragraph 470-50-40-21 for line-of-credit or revolving-debt arrangements. We have not yet completed the full assessment of the impact on our condensed consolidated financial statements or related disclosures.

Acquisition (Tables)

Acquisition (Tables)	9 Months Ended
	Sep. 30, 2020
Schedule of condensed statement of operations	Year ended December 31, 2019 2018 (unaudited) (unaudited) Revenue $ 3,193,000 $ 3,653,000 Net loss (1,472,000 ) (544,000 )
1922861 Ontario Inc. [Member]
Schedule of estimated fair values assets acquired and liabilities	ASSETS ACQUIRED Accounts receivable $ 18,663 Customer list 103,255 Developed technology 321,679 Domain and trade name 3,971 Non-compete 37,330 Goodwill 169,896 TOTAL ASSETS ACQUIRED $ 654,794 LIABILITIES ASSUMED Accounts payable 22,197 HST payable 2,147 TOTAL LIABILITIES ASSUMED 24,344 NET ASSETS ACQUIRED $ 630,450
Union Strategies Inc [Member]
Schedule of estimated fair values assets acquired and liabilities	ASSETS ACQUIRED Customer list $ 874,631 Non-compete agreement 779,299 Developed technology 133,918 Domain name 129,379 Total intangible assets acquired 1,917,228 Tangible assets acquired 140,723 TOTAL ASSETS ACQUIRED $ 2,057,951 TOTAL LIABILITIES ASSUMED 416,126 NET ASSETS ACQUIRED 1,641,825 Goodwill 922,297 NET ASSETS ACQUIRED $ 2,564,122

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	9 Months Ended
	Sep. 30, 2020
Goodwill and Intangible Assets (Tables)
Scheduole of assets Amortization on a straight-line basis	September 30, 2020 December 31, 2019 Developed technology $ 132,853 $ 312,452 Customer relationships 965,248 100,293 Website 119,000 119,000 Domain and trade name 132,102 3,857 Non-compete 808,376 36,260 Accumulated amortization (441,207 ) (195,402 ) Total intangible assets, net $ 2,020,358 $ 376,460
Schedule of finite lived intangible assets future amortization expense	For the Twelve Months ended September 30, 2021 $ 339,767 2022 332,906 2023 332,906 2024 316,778 2025 116,259 Thereafter 581,744 $ 2,020,359

Commitments and Contingencies (

Commitments and Contingencies (Tables)	9 Months Ended
	Sep. 30, 2020
Commitments and Contingencies
Schedule of lease asset and lease liability for the operating lease	As of September 30, 2020 Operating lease - right of use asset $ 9,082 Lease obligations — operating leases, current portion $ 8,149 Lease obligations — operating leases, net of current portion 3,214 Total lease liability $ 11,362 Weighted average remaining lease term (in years) 1.4 Weighted average discount rate 7.75 %
Schedule of Future lease payments	For the year ending December 31, 2020 $ 1,801 2021 7,206 2022 1,201 Total future minimum lease payments 10,208 Present value adjustment 1,679 Total $ 8,528

Organization and Significant _2

Organization and Significant Accounting Policies (Details Narrative)	3 Months Ended		9 Months Ended	12 Months Ended
	Sep. 30, 2020USD ($)shares	Sep. 30, 2019USD ($)	Sep. 30, 2020USD ($)shares	Dec. 31, 2019USD ($)shares
Working capital deficit | $				$ (219,782)
Accumulated deficit | $	$ (5,045,546)		$ (5,045,546)	$ (4,653,230)
Weighted average exchange rates		0.752306	0.750785
Foreign currency translation exchange rate			0.734538	0.771486
Foreign exchange gain | $	$ 3	$ 5,353
Restricted Stock [Member]
Issuance of common stock for acquisitions, shares			1,500,000
Series B Convertible Preferred Stock [Member]
Preferred stock; shares issued	64,000		64,000	64,000
Preferred stock; shares outstanding	64,000		64,000	64,000
Series B Convertible Preferred Stock [Member] | Convertible note [Member]
Convertible preferred stock shares issued upon conversion of common stock	12,800		12,800	12,800

Acquisitions (Details)

Acquisitions (Details) - 1922861 Ontario Inc. [Member] - USD ($)	Sep. 30, 2020	Jan. 30, 2020
LIABILITIES ASSUMED
Accounts receivable	$ 18,663
Customer list	103,255	$ 874,631
Developed technology	321,679	133,918
Domain and trade name	3,971
Non-compete	37,330
Goodwill	169,896
TOTAL ASSETS ACQUIRED	654,794	2,057,951
Accounts payable	22,197
HST payable	2,147
TOTAL LIABILITIES ASSUMED	24,344	416,126
NET ASSETS ACQUIRED	$ 630,450	$ 1,641,825

Acquisitions (Details 1)

Acquisitions (Details 1) - USD ($)	Sep. 30, 2020	Jan. 30, 2020	Dec. 31, 2019
LIABILITIES ASSUMED
Total intangible assets acquired	$ 2,020,358		$ 376,460
Goodwill	914,959		$ 165,022
1922861 Ontario Inc. [Member]
LIABILITIES ASSUMED
Customer list	103,255	$ 874,631
Non-compete agreement		779,299
Developed technology	321,679	133,918
Domain name		129,379
Total intangible assets acquired		1,917,228
Tangible assets acquired		140,723
TOTAL ASSETS ACQUIRED	654,794	2,057,951
TOTAL LIABILITIES ASSUMED	24,344	416,126
NET ASSETS ACQUIRED	$ 630,450	1,641,825
Goodwill		922,297
NET ASSETS ACQUIRED		$ 2,564,122

Acquisitions (Details 2)

Acquisitions (Details 2) - USD ($)	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2018
Acquisitions (Details)
Revenue	$ 3,193,000	$ 3,653,000
Net loss	$ (1,472,000)	$ (544,000)

Acquisitions (Details Narrative

Acquisitions (Details Narrative)	Apr. 12, 2018USD ($)shares	Apr. 12, 2018CAD ($)shares	Jan. 30, 2020USD ($)$ / shares	Sep. 21, 2018USD ($)shares	Sep. 30, 2020USD ($)$ / sharesshares	Sep. 30, 2019USD ($)	Dec. 31, 2019USD ($)$ / sharesshares	Dec. 31, 2018USD ($)
Other long term liability					$ 800,000		$ 685,000
Unaudited pro forma revenue							3,193,000	$ 3,653,000
Net loss							$ (1,472,000)	(544,000)
Other long term liability entered into for acquisition of Union Strategies, Inc.					$ 1,370,000	$ 0
Additional issue of common stock, par value | $ / shares					$ 0.001		$ 0.001
Common stock value					$ 25,926		$ 24,395
Common stock shares issued | shares					25,926,287		24,395,037
Non-Controlling Interest [Member]
Additional issue of common stock, shares | shares					500,000		500,000
Additional issue of common stock, amount | shares					800,000		685,000
Additional issue of common stock, par value | $ / shares					$ 1.60		$ 1.37
Common stock value					$ 417,815
Common stock shares issued | shares					1,000,000
Asset Purchase Agreement [Member]
Restricted common shares issued, shares | shares	500,000	500,000
Restricted common shares issued, value	$ 212,520
Monthly sales		$ 19,200
Asset Purchase Agreement [Member] | Milestone [Member]
Restricted common shares issued, shares | shares				500,000
Restricted common shares issued, value				$ 205,295
1922861 Ontario Inc. [Member]
Unaudited pro forma revenue							$ 2,700,000	88,000
Net loss							(1,750,000)
Additional purchase price consideration description			In the event that USI’s gross revenue for 2020 exceeds CAD $3,100,000 and it generates a minimum $75,000 in EBITDA (the “Performance Targets”), the Company agreed to issue an additional 1,000,000 shares of restricted Company
Other long term liability entered into for acquisition of Union Strategies, Inc.					$ 1,500,000
Closing share price | $ / shares			$ 1.47
Purchase price consideration			$ 2,564,122
Discount rate			22.70%
1922861 Ontario Inc. and DLT Resolution Corp. [Member]
Other long term liability					$ 1,240,000
Unaudited pro forma revenue							$ 2,730,000	953,000
Closing price per share | $ / shares					$ 1.24
Net loss								$ (374,000)
Acquisition [Member]
Monthly sales		$ 500,000
Conditional issuance of common stock shares reserve for future issuance, shares | shares	500,000	500,000
Pre-tax profit, percentages	0.10%	0.10%

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Details ) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Accumulated amortization	$ (441,207)	$ (195,402)
Total intangible assets, net	2,020,358	376,460
Non-compete [Member]
Total intangible assets, net	808,376	36,260
Domain and trade name [Member]
Total intangible assets, net	132,102	3,857
Website [Member]
Total intangible assets, net	119,000	119,000
Customer Relationships [Member]
Total intangible assets, net	965,248	100,293
Developed Technology [Member]
Total intangible assets, net	$ 132,853	$ 312,452

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets (Details 1)	Sep. 30, 2020USD ($)
For the Twelve Months ended September 30,
2021	$ 339,767
2022	332,906
2023	332,906
2024	316,778
2025	116,259
Thereafter	581,744
Total	$ 2,020,359

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets (Details Narrative)	9 Months Ended
	Sep. 30, 2020USD ($)
Goodwill and Intangible Assets (Details Narrative)
Goodwill impairment loss	$ 160,594

Notes Payable (Details Narrativ

Notes Payable (Details Narrative)	1 Months Ended	9 Months Ended
	Aug. 01, 2017USD ($)	Sep. 30, 2020USD ($)	Sep. 30, 2020CAD ($)	Dec. 31, 2019USD ($)
Notes payable, net of current portion		$ 90,069		$ 5,000
CEBA [Member]
Loans received			$ 40,000
Forgiven loan principal			$ 10,000
Annual fixed rate		5.00%	5.00%
Outstanding loans		$ 90,069
Loan converts term		3 years	3 years
Debt instrument, maturity date		Dec. 31, 2022	Dec. 31, 2022
Unrelated Party [Member]
Notes payable, net of current portion	$ 5,000
Debt instrument, maturity date	Jul. 1, 2019

Other Longterm Liabilities (Det

Other Longterm Liabilities (Details Narrative) - USD ($)	Sep. 30, 2020	Dec. 31, 2019
Other long term liability	$ 1,860,000	$ 685,000
1922861 Ontario Inc. [Member]
Other long term liability	620,000	$ 685,000
Union Strategies Inc [Member]
Other long term liability	$ 1,240,000

Stockholders Equity (Details Na

Stockholders Equity (Details Narrative) - USD ($)	Jan. 13, 2020	Apr. 24, 2020	Sep. 30, 2020	Dec. 31, 2019
Restricted Stock [Member]
Issuance of common stock for acquisitions, shares			1,500,000
Issuance of common stock for cash proceeds, shares	31,250	14,000
Issuance of common stock for cash proceeds, amount	$ 25,000	$ 14,000
Restricted Stock [Member] | Union Strategies Inc [Member]
Issuance of common stock for acquisitions, shares			1,500,000
Series A Convertible Preferred Stock [Member]
Preferred stock, shares authorized			5,000,000	5,000,000
Preferred stock, shares issued			0	25,000
Preferred stock, shares outstanding			0	25,000
Convertible Preferred stock, conversion price			$ 0.10	$ 0.10
Series B Convertible Preferred Stock [Member]
Preferred stock, shares authorized			500,000	500,000
Preferred stock, shares issued			64,000	64,000
Preferred stock, shares outstanding			64,000	64,000
Convertible Preferred stock, conversion price			$ 0.20	$ 0.20

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2020	Sep. 30, 2019	Dec. 31, 2019
Notes payable, related party	$ 81,500		$ 81,500
Interest payable, related party	39,722		34,190
Proceeds from related party	(56,506)	$ 144,489
Related party payables	35,872		35,880
Two Individuals [Member]
Advance to related party	76,587
Related Party Transaction [Member]
Notes payable, related party	81,500		81,500
Interest payable, related party	39,722		34,190
Proceeds from related party		$ 25,000
Owed amount	$ 15,000		15,000
Accrues interest rate	9.00%
Related party payables	$ 20,872		$ 20,880

Concentrations (Details Narrati

Concentrations (Details Narrative)	9 Months Ended
	Sep. 30, 2020
One Customer [Member]
Concentrations credit risk percentages	23.00%

Commitments and contingencies_2

Commitments and contingencies (Details) - USD ($)	9 Months Ended
	Sep. 30, 2020	Dec. 31, 2019	Sep. 30, 2019
Operating lease - right of use asset	$ 9,082	$ 0
Lease obligations - operating leases, current portion	6,116	0
Lease obligation - operating lease, net of current portion	2,412	$ 0
Total lease liability	2,137		$ 6,538
Lease [Member]
Operating lease - right of use asset	9,082
Lease obligations - operating leases, current portion	8,149
Lease obligation - operating lease, net of current portion	3,214
Total lease liability	$ 11,362
Weighted average remaining lease term (in years)	1 year 4 months 24 days
Weighted average discount rate	7.75%

Commitments and contingencies_3

Commitments and contingencies (Details 1)	Sep. 30, 2020USD ($)
Future lease payments
2020	$ 1,801
2021	7,206
2022	1,201
Total future minimum lease payments	10,208
Present value adjustment	1,679
Total	$ 8,528

Commitments and contingencies_4

Commitments and contingencies (Details Narrative) - USD ($)	Sep. 30, 2020	Sep. 30, 2019
Organization and Significant Accounting Policies
Claim damages against breach of lease		$ 567,385
Further claimed damages against oppressive conduct		567,385
Operating Lease, Liability	$ 2,137	$ 6,538