DLT Resolution (DLTI) 10-K 10 May 21 2020 FY Annual report Financial data

Cover

Cover - USD ($)	12 Months Ended
	Dec. 31, 2020	May 10, 2021	Jun. 30, 2020
Cover [Abstract]
Entity Registrant Name	DLT Resolution Inc.
Entity Central Index Key	0001420368
Document Type	10-K
Amendment Flag	false
Entity Voluntary Filers	No
Current Fiscal Year End Date	--12-31
Entity Well Known Seasoned Issuer	No
Entity Small Business	true
Entity Shell Company	false
Entity Emerging Growth Company	true
Entity Current Reporting Status	No
Document Period End Date	Dec. 31, 2020
Entity Filer Category	Non-accelerated Filer
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2020
Entity Ex Transition Period	true
Entity Common Stock Shares Outstanding		25,926,287
Entity Public Float			$ 20,973,259
Document Annual Report	true
Document Transition Report	false
Entity Interactive Data Current	Yes

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Current assets
Cash and cash equivalents	$ 7,666	$ 13,140
Accounts receivable	346,948	34,631
Prepaid expenses and other current assets	111,141	0
Total current assets	465,755	47,771
Property and equipment, net of accumulated depreciation	77,000	0
Right of use asset, net of accumulated depreciation	7,814	0
Intangible assets, net of accumulated amortization	2,016,645	376,460
Goodwill	955,854	165,022
Total assets	3,523,068	589,253
Current liabilities
Bank overdraft	30,577	16,782
Accounts payable and accrued liabilities	634,914	99,201
Accounts payable, related party	15,000	15,000
Interest payable, related party	41,565	34,190
Related party payables	20,884	20,880
Notes payables, related party	81,500	81,500
Notes payable, current portion	109,778	0
Lease obligation - operating lease	6,268	0
Total current liabilities	940,486	267,553
Notes payable, net of current portion	5,000	5,000
Other long term liability	1,887,711	685,000
Lease obligation - operating lease, net of current portion	998	0
Total liabilities	2,834,195	957,553
Stockholders' equity (deficit)
Common stock, $0.001 par value; 275,000,000 shares authorized; 24,395,037 and 24,982,537 issued; 21,167,537 and 21,167,537 outstanding at December 31, 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	816,396	(34,430)
Treasury stock, 3,815,000 shares	(5,300)	(5,300)
Accumulated deficit	(5,139,159)	(4,653,230)
Total stockholders' equity (deficit)	688,873	(368,300)
Total liabilities and stockholders' equity (deficit)	3,523,068	589,253
Series A Convertible Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock value	0	0
Series B Convertible Preferred Stock [Member]
Stockholders' equity (deficit)
Preferred stock value	$ 64,000	$ 64,000

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Dec. 31, 2020	Dec. 31, 2019
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	24,395,037	24,982,537
Common stock, shares outstanding	21,167,537	21,167,537
Treasury stock shares	3,815,000	3,815,000
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	0
Preferred stock, shares outstanding	0	0
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

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Consolidated Statements of Operations
Revenue	$ 2,160,606	$ 463,325
Cost of revenue and operating expenses
Cost of revenue	1,207,914	154,874
General and administrative	758,465	263,260
Depreciation and amortization	370,552	102,753
Professional fees	117,551	180,529
Goodwill impairment loss	164,180	0
Total operating expenses	1,410,748	546,542
Loss from operations	(458,056)	(238,091)
Other income (expense)
Gain/(loss) on stock based liability	0	(467,487)
Foreign exchange gain/(loss)	33	5,362
Loss on investment	0	(331,787)
Interest expense	(46,906)	(7,315)
Total other income (expense)	(45,873)	(801,227)
Net loss before income taxes	(503,929)	(1,039,318)
Income taxes	0	0
Net loss	$ (503,929)	$ (1,039,318)
Loss from per common share, basic and diluted	$ (0.02)	$ (0.05)
Weighted average basic shares outstanding	25,806,082	20,871,886
Weighted average diluted shares outstanding	25,806,082	20,871,886

Consolidated Statements of Comp

Consolidated Statements of Comprehensive Income (Loss) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Consolidated Statements of Comprehensive Income (Loss)
Net loss	$ (503,929)	$ (1,039,318)
Other comprehensive income
Gain on valuation adjustment to other long-term liabilities	360,024	0
Foreign currency translation adjustment	490,802	3,258
Total other comprehensive income	850,826	3,258
Comprehensive income (loss)	$ 346,897	$ (1,036,060)

Consolidated Statements of Chan

Consolidated Statements of Changes in Stockholders Deficit - USD ($)	Total	Series B Preferred Stocks [Member]	Common Stock [Member]	Common Stock Subscribed	Additional Paid-In Capital	Treasury Stock [Member]	Other comprehensive income [Member]	Accumulated Deficit [Member]	Non-Controlling Interest [Member]
Balance, shares at Dec. 31, 2018		64,000	24,982,537
Balance, amount at Dec. 31, 2018	$ 736,848	$ 64,000	$ 24,983	$ 0	$ 4,192,678	$ (37,688)	$ (5,300)	$ (3,595,912)	$ 94,087
Recission of common shares, shares			(650,000)
Recission of common shares, amount	0		$ (650)	0	650	0	0	0	0
Issuance of common stock for cash proceeds, shares			62,500
Issuance of common stock for cash proceeds, amount	24,999		$ 62	0	24,937	0	0	0	0
Foreign currency translation adjustment	3,258	0	0	0	0	3,258	0	0	0
Net loss	(1,133,405)	$ 0	$ 0	0	0	0	0	(1,039,318)	(94,087)
Balance, shares at Dec. 31, 2019		64,000	24,395,037
Balance, amount at Dec. 31, 2019	(368,300)	$ 64,000	$ 24,395	0	4,218,265	(34,430)	(5,300)	(4,635,230)	0
Issuance of common stock for cash proceeds, shares			31,250
Issuance of common stock for cash proceeds, amount	25,000	$ 0	$ 31	0	24,969	0	0	0	0
Foreign currency translation adjustment	490,802	0	0	0	0	0	490,802	0	0
Net loss	(503,929)	$ 0	$ 0	0	0		0	(503,929)	0
Issuance of common stock for acquisitions, shares			1,500,000
Issuance of common stock for acquisitions, amount	671,276	$ 0	$ 1,500	0	669,776	0	0	0	0
Sale of common stock subscription	14,000			14,000
Gain on adjusted value of other long-term liability	360,024	$ 0	$ 0	0	0	0	360,024	0	0
Balance, shares at Dec. 31, 2020		64,000	25,926,287
Balance, amount at Dec. 31, 2020	$ 688,873	$ 64,000	$ 25,926	$ 14,000	$ 4,913,010	$ (5,300)	$ 816,396	$ (5,139,159)	$ 0

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities
Net (loss) from continuing operations	$ (503,929)	$ (1,039,318)
Adjustments to reconcile net loss to net cash used in operating activities
Goodwill impairment loss	164,180	0
Loss on investment	0	331,787
Loss on stock based liability	0	467,487
Loss related items	0	(50,581)
Depreciation and amortization expense	370,552	102,754
Changes in operating assets and liabilities
Accounts receivable	(142,378)	(18,686)
Prepaid expenses and other current assets	(108,791)	(18,686)
(Repayments) proceeds from related parties, net	(57,683)	132,491
Interest payable, related party	7,375	7,315
Accounts payable and accrued liabilities	138,165	48,429
Accounts payable, related party	0	(25,000)
Lease obligation	(6,771)	0
Net cash used in operating activities	(139,279)	(43,322)
Cash flows from investing activities
Purchase of equipment	(800)	0
Net cash used in investing activities	(800)	0
Cash flows from financing activities
Proceeds from notes payable	107,457	0
(Repayments) proceeds from bank overdrafts	(12,043)	16,782
Proceeds from sale of common stock subscription	14,000	0
Proceeds from sale of common stock	25,000	25,000
Net cash provided by financing activities	134,414	41,782
Net change in cash	(5,665)	(1,540)
Effect of exchange rate on cash	191	1,772
Cash and cash equivalents at beginning of year	13,140	12,908
Cash and cash equivalents at end of year	7,666	13,140
Supplemental cash flow information
Cash paid for interest	0	0
Cash paid for income taxes	0	0
Non-cash investing and financing activities
Retiring of common shares	0	650
Other long term liability entered into for acquisition of Union Strategies, Inc.	1,240,000	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	12 Months Ended
	Dec. 31, 2020
Organization and Significant Accounting Policies
Note 1 - Organization and Significant Accounting Policies	The Company was organized on 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, 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 accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flow from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. Management’s plans in regards to this matter include raising additional equity financing and borrowing funds under a private credit facility and/or other credit sources. 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. 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 December 31, 2020, there were no uncertain tax positions that require accrual. Accounts Receivable Accounts receivable balances are established for amounts owed to the Company from its customers from the sales of services and products. The Company closely monitors the collectability of outstanding accounts receivable and provide an allowance for doubtful accounts based on estimated collections of outstanding amounts. 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. Property and equipment Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated results of operations. Intangible Assets Intangible assets consist of developed technology, customer relationships, the Company’s website, non-compete agreements and domain names. The Company amortizes, to cost of revenue and operating expenses, these definitelived intangible assets on a straightline basis over the life of the assets which range from five to seven years. Impairment of LongLived Assets and Goodwill The carrying value of longlived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. The Company tests goodwill for impairment annually as of December 31, or whenever events or changes in circumstances indicate that goodwill may be impaired. The Company initially assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company compares the reporting unit’s carrying amount to its fair value. If the reporting unit’s carrying amount exceeds its fair value, an impairment charge is recorded based on that difference. There was no impairment of long-lived assets or goodwill during the periods presented. Reclassification of Prior Year Presentation Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassification had no effect on the reported results of operation. 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. 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 December 31, 2020 and 2019, the Company had 0 shares of Series A Preferred Stock issued and outstanding. As of December 31, 2020 and 2019, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding that converts into 12,800 shares of the Company’s Common Stock. As of December 31, 2020 and 2019, the Company expects to issue 1,500,000 and 500,000 shares of its Common Stock, respectively, in connection with its acquisitions (See Note 2). Principals of Consolidation The consolidated financial statements represent the results of Union Strategies, Inc. and DLT Resolution, Inc.; its wholly owned subsidiaries, DLT Resolution Corp. and DLT Data Services; and the assets, processes, and results therefrom of 1922861 Ontario Inc. Note 7 – Acquisition of 1922861 Ontario Inc.) 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 0.784129 and 0.771486 in effect at the balance sheet dates of December 31, 2020 and December 31, 2019, respectively. Statements of operations amounts have been translated using the annual weighted average exchange rates of 0.767548 and 0.753670 for the years ended December 31, 2020 and 2019, respectively. 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 were $33 and $5,362 currency transaction gains recognized during the years ended December 31, 2020 and 2019, 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 nonperformance, 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.

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2020
Acquisitions
Note 2 - Acquisitions	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 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. Share issuances will be issued under reliance of appropriate exemptions from registration with the Securities & Exchange Commission and will contain substantial resale restrictions. 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. 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 $647,711 and $685,000 as of December 31, 2020 and 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 on December 31, 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 )

Goodwill and Intangible Assets

Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 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 related to the acquisition of A.J.D. Data Services of $160,594 recorded in the unaudited consolidated financial statements for the year ended December 31, 2020. We amortize identifiable intangible assets on a straight-line basis over their estimated useful lives. As of December 31, 2020 and 2019, identifiable intangibles were as follows: 2020 2019 Developed technology $ 456,363 $ 312,452 Customer relationships 1,008,390 100,293 Website 119,000 119,000 Domain and trade name 138,007 3,857 Non-compete 844,507 36,260 Accumulated amortization (549,622 ) (195,402 ) Total intangible assets, net $ 2,016,645 $ 376,460 Expected future amortization expense related to identifiable intangibles based on our carrying amount as of December 31, 2020 for the following five years is as follows (in thousands): For the Twelve Months ended December 31, 2021 $ 339,767 2022 332,906 2023 332,906 2024 316,778 2025 116,259 Thereafter 578,030 $ 2,020,359

Related Party Transactions

Related Party Transactions	12 Months Ended
	Dec. 31, 2020
Related Party Transactions
Note 4 - Related Party Transactions	No compensation was incurred for the services of the Company’s directors or executives during the years ended December 31, 2020 and 2019. As of December 31, 2020 and December 31, 2019, the Company had outstanding amounts payable to related parties of $20,884 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 December 31, 2020 attributable to the change in the exchange rate for U.S. and Canadian dollars. During the year ended December 31, 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 December 31, 2020 and 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 December 31, 2020 and December 31, 2019, $81,500 of principal and $41,565 and $34,190 of accrued interest was due, respectively. During the year ended December 31, 2020, the Company advanced a total of $111,471 to two individuals who manage USI’s operations. The advances are repayable upon demand.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2020
Stockholders' Equity
Note 5 - Stockholders' Equity	Series A Convertible Preferred Stock The Company is authorized to issue up to 5,000,000 shares of Series A Convertible Preferred Stock. The Series A Convertible Preferred Stock can be converted to common shares at the option of the holder at a rate of $1 per share. There were 0 and 0 shares of series A convertible preferred stock issued and outstanding as of December 31, 2020 and December 31, 2019, respectively. Series B Convertible Preferred Stock The Company is authorized to issue up to 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 December 31, 2020 and December 31, 2019. 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. The Company retired 650,000 shares of its Common Stock in 2019. Treasury Stock There are 3,815,000 shares of Common Stock held as treasury stock as of December 31, 2020 and December 31, 2019, respectively, as a result of a 2014 buy-back of 38,000 post-split shares of Common Stock for cash and a 2017 buy-back of 3,777,000 shares of Common Stock in exchange for $5,000 note payable and $200 related party payable.

Notes Payable

Notes Payable	12 Months Ended
	Dec. 31, 2020
Notes Payable
Note 6 - Notes Payable	Related Party In 2015, the Company entered into a $350,000 note payable with a related 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. In 2016, the Company issued 50,000 shares of Series A Preferred Stock as repayment of $31,500 of accrued interest and $18,500 of outstanding principal. In 2017, the Company issued 1,250,000 shares of its Common Stock as repayment of $250,000 of principal. As of December 31, 2020 and 2019, $81,500 of principal and $41,565 and $34,190 of accrued interest due was due, respectively. Non – Related Party On August 1, 2017, the Company entered into a $5,000 note payable with an unrelated party to purchase Company Common Stock held by the unrelated party. The note was due on July 1, 2019 and bears no interest. As of December 31, 2020 and 2019, the $5,000 note principal is outstanding. The Government of Canada launched CEBA to assist businesses during the current challenges by providing interest-free unsecured loans. During the year ended December 31, 2020, the Company’s three Canadian subsidiaries each received 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 December 31, 2020, the Company has a total of $109,778 (CAD 140,000) in outstanding CEBA loans.

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2020
Income Taxes
Note 7 - 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, 2020 or 2019. The Company has not filed its 2020 and 2019 tax returns as of the date of this filing. The sources and tax effects of the temporary differences for the periods presented are as follows (rounded to the nearest thousand): December 31, 2020 December 31 2019 Net operating loss carry forward $ 2,541,000 $ 2,201,000 Applicable Canadian Federal and Provincial tax rates 26.5 % 26.5 % Deferred tax asset related to net operating losses 673,000 585,000 Deferred tax asset relating to debt discounts and derivative liability (at 26.5%) - - Valuation allowance (673,000 ) (585,000 ) Net deferred tax asset $ - $ - A reconciliation of income taxes computed at the United States federal statutory rate of 21% and 35% to the income tax recorded is as follows: December 31, 2020 (21%) December 31, 2019 (21%) Tax benefit at United States Federal statutory rate $ 141,000 $ 110,000 Differences in U.S. and Canadian tax rates on provision 53,000 29,000 Increase in valuation allowance (88,000 ) (139,000 ) Income tax provision $ - $ - The Company did not pay any income taxes during the years ended December 31, 2020 or 2019, 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.

Concentrations

Concentrations	12 Months Ended
	Dec. 31, 2020
Concentrations
Note 8 - Concentrations	During the years ended December 31, 2020 and 2019, no single customer accounted for more than 10% of total revenue for the respective periods. As of December 31, 2020, one customer had an outstanding accounts receivable balance that was 15% 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	12 Months Ended
	Dec. 31, 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 May 16, 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 year ended December 31, 2020. USI paid approximately $7,993 against the Lease obligation in the year ended December 31, 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 December 31, 2020 Operating lease - right of use asset $ 7,814 Lease obligations — operating leases, current portion $ 6,267 Lease obligations — operating leases, net of current portion 998 Total lease liability $ 7,265 Weighted average remaining lease term (in years) 1.2 Weighted average discount rate 7.75 % Future lease payments included in the measurement of lease liabilities on the balance sheet as of December 31, 2020, for the following five fiscal years and thereafter were as follows: For the year ending December 31, 2021 $ 7,528 2022 1,254 Total future minimum lease payments 8,782 Present value adjustment 1,517 Total $ 7,265 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 December 31, 2020 and 2019.

Organization and Significant _2

Organization and Significant Accounting Policies (Policies)	12 Months Ended
	Dec. 31, 2020
Organization and 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.
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 December 31, 2020, there were no uncertain tax positions that require accrual.
Accounts Receivable	Accounts receivable balances are established for amounts owed to the Company from its customers from the sales of services and products. The Company closely monitors the collectability of outstanding accounts receivable and provide an allowance for doubtful accounts based on estimated collections of outstanding amounts.
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.
Property and equipment	Property and equipment are stated at cost less accumulated depreciation. The Company provides for depreciation using the straight-line method over the estimated useful lives of the related assets, which range from three to five years. Maintenance and repair costs are expensed as they are incurred while renewals and improvements which extend the useful life of an asset are capitalized. At the time of retirement or disposal of property and equipment, the cost and related accumulated depreciation are removed from the accounts and any resulting gain or loss is reflected in the consolidated results of operations.
Intangible Assets	Intangible assets consist of developed technology, customer relationships, the Company’s website, non-compete agreements and domain names. The Company amortizes, to cost of revenue and operating expenses, these definitelived intangible assets on a straightline basis over the life of the assets which range from five to seven years.
Impairment of Long Lived Assets and Goodwill	The carrying value of longlived assets is reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. An impairment loss is recognized when the carrying amount of an asset exceeds the estimated undiscounted future cash flows expected to result from the use of the asset and its eventual disposition. The amount of the impairment loss to be recorded is calculated by the excess of the asset’s carrying value over its fair value. Fair value is generally determined using a discounted cash flow analysis. The Company tests goodwill for impairment annually as of December 31, or whenever events or changes in circumstances indicate that goodwill may be impaired. The Company initially assesses qualitative factors to determine whether the existence of events or circumstances leads to a determination that it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If, after assessing the totality of events or circumstances, the Company determines it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company compares the reporting unit’s carrying amount to its fair value. If the reporting unit’s carrying amount exceeds its fair value, an impairment charge is recorded based on that difference. There was no impairment of long-lived assets or goodwill during the periods presented.
Reclassification of Prior Year Presentation	Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassification had no effect on the reported results of operation.
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.
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 December 31, 2020 and 2019, the Company had 0 shares of Series A Preferred Stock issued and outstanding. As of December 31, 2020 and 2019, the Company had 64,000 shares of Series B Convertible Preferred Stock issued and outstanding that converts into 12,800 shares of the Company’s Common Stock. As of December 31, 2020 and 2019, the Company expects to issue 1,500,000 and 500,000 shares of its Common Stock, respectively, in connection with its acquisitions (See Note 2).
Principals of Consolidation	The consolidated financial statements represent the results of Union Strategies, Inc. and DLT Resolution, Inc.; its wholly owned subsidiaries, DLT Resolution Corp. and DLT Data Services; and the assets, processes, and results therefrom of 1922861 Ontario Inc. Note 7 – Acquisition of 1922861 Ontario Inc.)
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 0.784129 and 0.771486 in effect at the balance sheet dates of December 31, 2020 and December 31, 2019, respectively. Statements of operations amounts have been translated using the annual weighted average exchange rates of 0.767548 and 0.753670 for the years ended December 31, 2020 and 2019, respectively. 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 were $33 and $5,362 currency transaction gains recognized during the years ended December 31, 2020 and 2019, 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 nonperformance, 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)	12 Months Ended
	Dec. 31, 2020
Acquisitions
Schedule of estimated fair values assets 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
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
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 )

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2020
Goodwill and Intangible Assets (Tables)
Scheduole of assets Amortization on a straight-line basis	2020 2019 Developed technology $ 456,363 $ 312,452 Customer relationships 1,008,390 100,293 Website 119,000 119,000 Domain and trade name 138,007 3,857 Non-compete 844,507 36,260 Accumulated amortization (549,622 ) (195,402 ) Total intangible assets, net $ 2,016,645 $ 376,460
Schedule of finite lived intangible assets future amortization expense	For the Twelve Months ended December 31, 2021 $ 339,767 2022 332,906 2023 332,906 2024 316,778 2025 116,259 Thereafter 578,030 $ 2,020,359

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2020
Income Taxes
Schedule of deferred tax assets and liabilities	December 31, 2020 December 31 2019 Net operating loss carry forward $ 2,541,000 $ 2,201,000 Applicable Canadian Federal and Provincial tax rates 26.5 % 26.5 % Deferred tax asset related to net operating losses 673,000 585,000 Deferred tax asset relating to debt discounts and derivative liability (at 26.5%) - - Valuation allowance (673,000 ) (585,000 ) Net deferred tax asset $ - $ -
Schedule of effective income tax rate reconciliation	December 31, 2020 (21%) December 31, 2019 (21%) Tax benefit at United States Federal statutory rate $ 141,000 $ 110,000 Differences in U.S. and Canadian tax rates on provision 53,000 29,000 Increase in valuation allowance (88,000 ) (139,000 ) Income tax provision $ - $ -

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2020
Commitments and Contingencies
Schedule of lease asset and lease liability for the operating lease	As of December 31, 2020 Operating lease - right of use asset $ 7,814 Lease obligations — operating leases, current portion $ 6,267 Lease obligations — operating leases, net of current portion 998 Total lease liability $ 7,265 Weighted average remaining lease term (in years) 1.2 Weighted average discount rate 7.75 %
Schedule of Future lease payments	For the year ending December 31, 2021 $ 7,528 2022 1,254 Total future minimum lease payments 8,782 Present value adjustment 1,517 Total $ 7,265

Organization and Significant _3

Organization and Significant Accounting Policies (Details Narrative)	12 Months Ended
	Dec. 31, 2020USD ($)shares	Dec. 31, 2019USD ($)shares
Weighted average exchange rates	0.767548	0.753670
Foreign exchange gain | $	$ (33)	$ (5,362)
Foreign currency translation exchange rate	0.784129	0.771486
Restricted Stock [Member]
Issuance of common stock for acquisitions, shares	1,500,000	500,000
Series B Convertible Preferred Stock [Member] | Convertible note [Member]
Convertible preferred stock shares issued upon conversion of common stock	12,800	12,800
Series B Convertible Preferred Stock [Member]
Preferred stock; shares issued	64,000	64,000
Preferred stock; shares outstanding	64,000	64,000

Acquisitions (Details)

Acquisitions (Details) - USD ($)	Dec. 31, 2020	Jan. 30, 2020
ASSETS ACQUIRED
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
LIABILITIES ASSUMED
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 ($)	Dec. 31, 2020	Jan. 30, 2020	Dec. 31, 2019
ASSETS ACQUIRED
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	2,016,645	1,917,228	$ 376,460
Tangible assets acquired		140,723
TOTAL ASSETS ACQUIRED	654,794	2,057,951
LIABILITIES ASSUMED
TOTAL LIABILITIES ASSUMED	24,344	416,126
NET ASSETS ACQUIRED	630,450	1,641,825
Goodwill	$ 955,854	922,297	$ 165,022
Total net assets		$ 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) - USD ($)	1 Months Ended		12 Months Ended
	Jan. 30, 2020	Sep. 21, 2018	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
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.			$ 1,240,000	0
Common stock value			$ 25,926	$ 24,395
Common stock shares issued			24,395,037	24,982,537
Non-Controlling Interest [Member]
Additional issue of common stock, shares			500,000	500,000
Additional issue of common stock, amount			647,711	685,000
Common stock value			$ 417,815
Common stock shares issued			1,000,000
Asset Purchase Agreement [Member] | Milestone [Member]
Restricted common shares issued, shares		500,000
Restricted common shares issued, value		$ 205,295
1922861 Ontario Inc. and DLT Resolution Corp. [Member]
Other long term liability			$ 1,240,000
Restricted common shares, amount		$ 205,295
Unaudited pro forma revenue				$ 2,730,000	953,000
Net loss					(374,000)
1922861 Ontario Inc. [Member]
Unaudited pro forma revenue				2,700,000	$ 88,000
Net loss				$ (175,000)
Gross sales			10.00%
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”)
Other long term liability entered into for acquisition of Union Strategies, Inc.	$ 1,500,000		$ 1,240,000
Closing share price	$ 1.47
Purchase price consideration	$ 2,564,122
Discount rate	22.70%

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Details ) - USD ($)	Dec. 31, 2020	Jan. 30, 2020	Dec. 31, 2019
Accumulated amortization	$ (549,622)		$ (195,402)
Total intangible assets, net	2,016,645	$ 1,917,228	376,460
Non-compete [Member]
Total intangible assets, net	844,507		36,260
Domain and trade name [Member]
Total intangible assets, net	138,007		3,857
Website [Member]
Total intangible assets, net	119,000		119,000
Customer Relationships [Member]
Total intangible assets, net	1,008,390		100,293
Developed Technology [Member]
Total intangible assets, net	$ 456,363		$ 312,452

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets (Details 1) $ in Thousands	Dec. 31, 2020USD ($)
For the Twelve Months ended December 31,
2021	$ 339,767
2022	332,906
2023	332,906
2024	316,778
2025	116,259
Thereafter	578,030
Total	$ 2,020,359

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets (Details Narrative)	12 Months Ended
	Dec. 31, 2020USD ($)
Goodwill and Intangible Assets (Details Narrative)
Goodwill impairment loss	$ 160,594

Related Party Transactions (Det

Related Party Transactions (Details Narrative) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Notes payable, related party	$ 81,500	$ 81,500
Interest payable, related party	41,565	34,190
Related party payables	20,884	20,880
Two Individuals [Member]
Advance to related party	111,471
Related Party Transaction [Member]
Notes payable, related party	81,500	81,500
Interest payable, related party	41,565	34,190
Proceeds from related party		25,000
Owed amount	$ 15,000	15,000
Accrues interest rate	9.00%
Related party payables	$ 20,884	$ 20,880

Stockholders Equity (Details Na

Stockholders Equity (Details Narrative) - USD ($)	Jan. 13, 2020	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2017	Dec. 31, 2014
Treasury common stock shares held		3,815,000	3,815,000
Restricted Stock [Member]
Issuance of common stock for acquisitions, shares		1,500,000	500,000
Issuance of common stock for cash proceeds, shares	31,250
Retirement of common stock, shares			650,000
Issuance of common stock for cash proceeds, amount	$ 25,000
Restricted Stock [Member] | Union Strategies Inc [Member]
Buy back shares of common stock				3,777,000	38,000
Treasury common stock shares held		3,815,000	3,815,000
Shares issued for exhange of notes payable		$ 5,000
Related party payable		$ 200
Series A Convertible Preferred Stock [Member]
Preferred stock, shares authorized		5,000,000	5,000,000
Preferred stock, shares issued		0	0
Preferred stock, shares outstanding		0	0
Convertible Preferred stock, conversion price		$ 1	$ 1
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

Notes Payable (Details Narrativ

Notes Payable (Details Narrative) - USD ($)	Aug. 01, 2017	Dec. 31, 2017	Dec. 31, 2020	Dec. 31, 2016	Dec. 31, 2015	Dec. 31, 2019
Current notes payable, related party			$ 109,778			$ 0
Interest payable, related party			$ 41,565			34,190
CEBA loan description			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 December 31, 2020, the Company has a total of $109,778 (CAD 140,000) in outstanding CEBA loans.
Notes payable, net of current portion			$ 81,500			81,500
Notes Payable [Member]
Consulting services, amount					$ 350,000
Interest rate					9.00%
Maturity date					Nov. 19, 2016
Series A Convertible Preferred Stock [Member]
Preferred stock share isssued in exchange of note payable				50,000
Preferred stock issued for repayment of accrued interest payable				$ 31,500
Preferred stock issued for repayment of outstanding note payable				$ 18,500
Common Stock [Member]
Common shares issued in exchange for note payable principal, Shares		1,250,000
Common shares issued in exchange for note payable principal, Amount		$ 250,000
Unrelated Party [Member] | August 1, 2017 [Member]
Notes payable, net of current portion			5,000			$ 5,000
Notes payable			$ 5,000
Related party note, maturity date	Jul. 1, 2019

Income Taxes (Details)

Income Taxes (Details) - USD ($)	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Net operating loss carry forward	$ 2,541,000	$ 2,201,000
Applicable Canadian Federal and Provincial tax rates	26.50%	26.50%
Deferred tax asset related to net operating losses	$ 673,000	$ 585,000
Deferred tax asset relating to debt discounts and derivative liability (at 26.5%)	0	0
Valuation allowance	(673,000)	(585,000)
Net deferred tax asset	$ 0	$ 0

Income Taxes (Details 1)

Income Taxes (Details 1) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Tax benefit at United States Federal statutory rate	$ 141,000	$ 110,000
Differences in U.S. and Canadian tax rates on provision	53,000	29,000
Increase in valuation allowance	(88,000)	(139,000)
Income tax provision	$ 0	$ 0

Income Taxes (Details Narrative

Income Taxes (Details Narrative)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Taxes
Federal statutory rate	21.00%	35.00%
Net operating loss carry forwards, expiration date	Begin to expire in 2026.
Corporate tax rate	21.00%

Concentrations (Details Narrati

Concentrations (Details Narrative)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Descriptions of total revenue	No single customer accounted for more than 10% of total revenue	No single customer accounted for more than 10% of total revenue
One Customer [Member]
Concentrations credit risk percentages	15.00%

Commitments and contingencies_2

Commitments and contingencies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Operating lease - right of use asset	$ 7,814	$ 0
Lease obligations - operating leases, current portion	6,268	0
Lease obligation - operating lease, net of current portion	998	$ 0
Total lease liability	7,993
Lease [Member]
Operating lease - right of use asset	7,814
Lease obligations - operating leases, current portion	6,267
Lease obligation - operating lease, net of current portion	998
Total lease liability	$ 7,265
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)	Dec. 31, 2020USD ($)
Future lease payments
2021	$ 7,528
2022	1,254
Total future minimum lease payments	8,782
Present value adjustment	1,517
Total	$ 7,265

Commitments and contingencies_4

Commitments and contingencies (Details Narrative) - USD ($)	Dec. 31, 2020	Mar. 29, 2019
Organization and Significant Accounting Policies (Details Narrative)
Claim damages against breach of lease		$ 567,385
Further claimed damages against oppressive conduct		$ 567,385
Operating Lease, Liability	$ 7,993