DLT Resolution (DLTI) 8-K/A Independent Auditor’s Report

EXHIBIT 99.2

DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2019

	DLT Resolution, Inc.		Union Strategies, Inc.		Adjustments			Combined
Current Assets:
Cash and cash equivalents	$	13,140	$	14,927	$	-		$	28,067
Accounts receivable, net		34,631		133,780		-			168,411
Receivable - related parties		-		81,150		(81,150	)[B]		-
Total current assets		47,771		229,858		(81,150	)		196,478
Other assets:
Property and equipment, net		-		99,255		-			99,255
Operating leases - right of use assets		-		14,224		-			14,224
Intangible assets, net of accumulated amortization		376,460		-		1,393,184	[B][C]		1,769,644
Goodwill		165,022		-		922,297	[B]		1,087,319
Total assets	$	589,253	$	343,336	$	2,234,331		$	3,166,919

Notes

[A]	To record the 1,500,000 shares of DLT Resolution, Inc. Common Stock issued to the shareholders of Union Strategies, Inc. and the contingent obligation to issue an additional 1,000,000 Common shares that are valued at $1.47 per share.
[B]	To record the adjustment to fair value of the acquired assets and and assumed liabilities of Union Strategies, Inc., including its customer list, developed technology, domain name and the non-compete agreements provided for in the Purchase Agreement.
[C]	To record the amortization expense for intangible assets recognized upon acquisition of Union Strategies, Inc. and the related accumulated amortization as of the balance sheet date.
[D]	To record the consolidation of Union Strategies, Inc. as a wholly-owned subsidiary of DLT Resolution, Inc. and recognize other comprehensive income from translation of the Union Strategies, Inc. financial results that are based on the Canadian Dollar at its functional currency .

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DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2019

	DLT Resolution, Inc.			Union Strategies, Inc.			Adjustments			Combined
Current liabilities:
Bank overdraft	$	16,782		$	-		$	-		$	16,782
Accounts payable and accrued liabilities		99,201			405,068			-			504,269
Accounts payable, related party		15,000			-			-			15,000
Interest payable, related party		34,190			-			-			34,190
Related party payables		20,880			-			-			20,880
Current notes payable, related party		81,500			30,771			(30,771	)[B]		81,500
Lease obligations - operating leases, current portion		-			6,637			-			6,637
Total current liabilities		267,553			442,476			(30,771	)		679,258
Lease obligations - operating leases, net of current portion		-			7,122			-			7,122
Notes payable, net of current portion		5,000			-			-			5,000
Other long-term liability		685,000			-			1,470,000	[A]		2,155,000
Total liabilities		957,553			449,598			1,439,229			2,846,380
Stockholders’ equity:
Series B convertible preferred stock		64,000			-			-			64,000
Common stock		24,395			77			2,423	[A][D]		26,895
Treasury stock		(5,300	)		-			-			(5,300	)
Additional paid-in capital		4,236,265			-			1,091,622	[A]		5,327,887
Other comprehensive income		(34,430	)		(22	)		251,728	[D]		217,276
Accumulated deficit		(4,653,230	)		(106,317	)		(550,672	)[B][C][D]		(5,310,218	)
Total stockholders’ equity attributable to parent		(368,300	)		(106,262	)		795,101			320,539
Non-controlling interest		-			-			-			-
Total stockholders’ equity		(368,300	)		(106,262	)		795,101			320,539
Total liabilities and stockholders’ equity	$	589,253		$	343,336		$	2,234,330		$	3,166,920

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DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2019

	DLT Resolution, Inc.			Union  Strategies, Inc.			Adjustments			Combined
Revenue
Services	$	463,325		$	1,797,098		$	-		$	2,260,423
Promotional		-			259,126			-			259,126
Total revenue		463,325			2,056,224			-			2,519,549
Cost of Sales		154,874			1,323,454			-			1,478,328
Gross Profit		308,451			732,770			-			1,041,221
Operating Expenses
General and administrative		546,541			475,787			-			1,022,328
Bad debt expense		-			128,856			-			128,856
Depreciation and amortization		-			31,166			259,026	[C]		290,192
Sales and marketing		-			197,618			-			197,618
Total operating expenses		546,541			833,427			259,026			1,638,994
Loss from operations		(238,090	)		(100,657	)		(259,026	)		(597,773	)
Other Income (Expenses)
Interest expense		(7,315	)		(33,084	)		-			(40,399	)
Loss on stock-based liability		(467,487	)		-			-			(467,487	)
Foreign exchange gain		5,362			-			-			5,362
Loss on investment		(331,787	)		-			-			(331,787	)
Other income		-			2,150			-			2,150
Total other expense		(801,227	)		(30,934	)		-			(832,161	)
Net loss before income taxes		(1,039,317	)		(131,591	)		(259,026	)		(1,429,935	)
Provision for income taxes		-			-			-			-
Net loss	$	(1,039,317	)	$	(131,591	)	$	(259,026	)	$	(1,429,935	)
Basic and diluted loss per share	$	(0.05	)							$	(0.06	)
Weighted average shares outstanding		20,871,886			-			1,500,000	[A]		22,371,886

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DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2018

	DLT Resolution, Inc.		Union Strategies, Inc.		Adjustments			Combined
Current Assets:
Cash and cash equivalents	$	12,908	$	36,837	$	-		$	49,745
Accounts receivable		12,217		225,334		(219,999	)[B]		17,552
Receivable - related parties		-		71,298		(71,298	)[B]		-
Other prepaid expenses		-		6,546		(6,546	)[B]		-
Assets held for sale		656,735		-		-			656,735
Total current assets		681,860		340,015		(297,843	)		724,032
Other assets:
Property and equipment, net		-		98,551		-			98,551
Intangible assets, net of accumulated amortization		460,491		-		1,652,210	[B][C]		2,112,701
Goodwill		156,774		-		922,297	[B]		1,079,071
Total assets	$	1,299,125	$	438,566	$	2,276,664		$	4,014,355

Notes

[A]	To record the 1,500,000 shares of DLT Resolution, Inc. Common Stock issued to the shareholders of Union Strategies, Inc. and the contingent obligation to issue an additional 1,000,000 Common shares that are valued at $1.47 per share.
[B]	To record the adjustment to fair value of the acquired assets and and assumed liabilities of Union Strategies, Inc., including its customer list, developed technology, domain name and the non-compete agreements provided for in the Purchase Agreement.
[C]	To record the amortization expense for intangible assets recognized upon acquisition of Union Strategies, Inc. and the related accumulated amortization as of the balance sheet date.
[D]	To record the consolidation of Union Strategies, Inc. as a wholly-owned subsidiary of DLT Resolution, Inc. and recognize other comprehensive income from translation of the Union Strategies, Inc. financial results that are based on the Canadian Dollar at its functional currency.

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DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED BALANCE SHEET

AS OF DECEMBER 31, 2018

	DLT  Resolution, Inc.			Union Strategies, Inc.		Adjustments			Combined
Current liabilities:
Accounts payable and accrued expenses	$	48,920		$	296,402	$	4,283	[B]	$	349,605
Accounts payable – related party		40,000			-		-			40,000
Interest payable – related party		26,875			-		-			26,875
Related party payables		17,713			-		-			17,713
Current notes payable – related party		81,500			115,441		-			196,941
Liabilities held for sale		146,127			-		-			146,127
Total current liabilities		361,135			411,843		4,283			777,261
Notes payable, net of current portion		5,000			-		-			5,000
Other long-term liability		196,142			-		1,470,000	[A]		1,666,142
Total liabilities		562,277			411,843		1,474,283			2,448,403
Stockholders’ equity:
Series B convertible preferred stock		64,000			-		-			64,000
Common stock		24,983			73		1,427	[A][D]		26,483
Treasury stock		(5,300	)		-		-			(5,300	)
Additional paid-in capital		4,192,678			0		1,092,622	[A]		5,285,300
Other comprehensive income		(37,688	)		22		(22	)[D]		(37,688	)
(Accumulated deficit) retained earnings		(3,595,912	)		26,628		(291,645	)[B][C][D]		(3,860,930	)
Total stockholders’ equity attributable to parent		642,761			26,723		802,381			1,471,865
Non-controlling interest		94,087			-		-			94,087
Total stockholders’ equity		736,848			26,723		802,381			1,565,952
Total liabilities and stockholders’ equity	$	1,299,125		$	438,566	$	2,276,664		$	4,014,355

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DLT RESOLUTION, INC.

PRO FORMA UNAUDITED CONSOLIDATED STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2018

	DLT Resolution, Inc.			Union Strategies, Inc.			Adjustments			Combined
Revenue
Services	$	227,343		$	1,844,699		$	-		$	2,072,042
Promotional		-			236,480			-			236,480
Total revenue		227,343			2,081,179			-			2,308,522
Cost of Sales		(108,401	)		(1,126,869	)		-			(1,235,270	)
Gross Profit		118,942			954,310			-			1,073,252
Operating Expenses
General and administrative		351,724			597,641			-			949,365
Bad debt expense		-			84,987			-			84,987
Depreciation and amortization		-			23,281			265,018	[C]		288,299
Sales and marketing		-			156,082			-			156,082
Total operating expenses		351,724			861,992			265,018			1,478,734
(Loss) income from operations		(232,782	)		92,318			(265,018	)		(405,482	)
Other Income (Expenses)
Interest expense		(4,767	)		(24,520	)		-			(29,287	)
Loss on change in fair value of derivative liability		(2,427	)		-			-			(2,427	)
Foreign exchange loss		(3,992	)		-			-			(3,992	)
Other income		31,834			-			-		��	31,834
Total other income (expense)		20,648			(24,520	)		-			(3,872	)
Net (loss) income from continuing operations		(212,134	)		67,798			(265,018	)		(409,354	)
Loss from discontinued operations		(117,148	)		-			-			(117,148	)
Net (loss) income attibutable to common stockholders	$	(329,282	)	$	67,798		$	(265,018	)	$	(526,502	)
Basic and diluted loss from operations per share	$	(0.02	)							$	(0.03	)
Weighted average shares outstanding		19,263,408			-			1,500,000	[A]		20,763,408

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