Cover
Cover - USD ($) | 12 Months Ended | ||
Dec. 31, 2022 | Mar. 04, 2024 | 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, 2022 | ||
Entity Filer Category | Non-accelerated Filer | ||
Document Fiscal Period Focus | FY | ||
Document Fiscal Year Focus | 2022 | ||
Entity Ex Transition Period | true | ||
Entity Common Stock Shares Outstanding | 25,314,561 | ||
Entity Public Float | $ 15,441,882 | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Document Fin Stmt Error Correction Flag | false | ||
Entity File Number | 333-148546 | ||
Entity Incorporation State Country Code | NV | ||
Entity Tax Identification Number | 20-8248213 | ||
Entity Address Address Line 1 | 5940 S. Rainbow Blvd | ||
Entity Address Address Line 2 | Ste 400-32132 | ||
Entity Address City Or Town | Las Vegas | ||
Entity Address State Or Province | NV | ||
Entity Address Postal Zip Code | 89118 | ||
City Area Code | 702 | ||
Auditor Name | BF Borgers CPA PC | ||
Auditor Location | Lakewood, CO | ||
Auditor Firm Id | 5041 | ||
Local Phone Number | 796-6363 | ||
Entity Interactive Data Current | Yes |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Current assets | ||
Cash and cash equivalents | $ 11,885 | $ 29,783 |
Accounts receivable | 57,631 | 49,129 |
Total current assets | 69,516 | 78,912 |
Assets from discontinued operations | 116,352 | 1,066,003 |
Intangible assets, net of accumulated amortization | 139,848 | 213,742 |
Total assets | 325,716 | 1,358,657 |
Current liabilities | ||
Accounts payable and accrued liabilities | 211,218 | 207,588 |
Accounts payable, related party | 15,000 | 15,000 |
Interest payable, related party | 56,210 | 47,067 |
Related party payables | 57,817 | 60,017 |
Notes payables, related party | 81,500 | 81,500 |
Notes payable, current portion | 29,560 | 31,306 |
Liabilities from discontinued operations | 746,365 | 780,703 |
Total current liabilities | 1,197,670 | 1,223,181 |
Notes payable, net of current portion | 5,000 | 5,000 |
Total liabilities | 1,202,670 | 1,228,181 |
Stockholders' (deficit) equity | ||
Common stock, $0.001 par value; 275,000,000 shares authorized; 27,314,561 issued; 23,499,561 outstanding at December 31, 2022 and 26,926,287 issued; 23,111,287 outstanding at December 31, 2021 | 27,315 | 26,926 |
Common stock subscribed | 14,000 | 14,000 |
Additional paid in capital | 6,946,198 | 6,762,010 |
Other comprehensive income | 555,810 | (182,345) |
Treasury stock, 3,815,000 shares at December 31, 2022 and 2021 | (5,300) | (5,300) |
Accumulated deficit | (8,478,977) | (6,548,815) |
Total stockholders' (deficit) equity | (876,954) | 130,476 |
Total liabilities and stockholders' (deficit) equity | 325,716 | 1,358,657 |
Series A Convertible Preferred Stock [Member] | ||
Stockholders' (deficit) equity | ||
Preferred stock, value | 0 | 0 |
Series B Convertible Preferred Stocks [Member] | ||
Stockholders' (deficit) equity | ||
Preferred stock, value | $ 64,000 | $ 64,000 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2022 | Dec. 31, 2021 |
Common stock, shares par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 27,314,561 | 26,926,287 |
Common stock, shares outstanding | 23,499,561 | 23,111,287 |
Treasury stock shares | 3,815,000 | 3,815,000 |
Series B Convertible Preferred Stocks [Member] | ||
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] | ||
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 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Operations | ||
Revenue | $ 218,707 | $ 326,944 |
Cost of revenue and operating expenses | ||
Cost of revenue | 141,143 | 150,822 |
General and administrative | 93,038 | 102,572 |
Depreciation and amortization | 64,238 | 61,264 |
Professional fees | 93,540 | 135,357 |
Total operating expenses | 391,959 | 450,015 |
Loss from operations | (173,252) | (123,071) |
Other income (expense) | ||
Foreign exchange gain/(loss) | 56 | (284) |
Loss on investment | 0 | 0 |
Interest expense | (12,551) | (2,094) |
Total other expense | (12,495) | (2,378) |
Net loss from continuing operations | (185,747) | (125,449) |
Loss from discontinued operations | (967,497) | (2,303,777) |
Net loss | $ (1,153,244) | $ (2,429,226) |
Loss per common share, basic and diluted | $ (0.04) | $ (0.09) |
Weighted average basic shares outstanding | 27,169,612 | 26,544,419 |
Weighted average diluted shares outstanding | 27,169,612 | 26,544,419 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive (Loss) Income - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Consolidated Statements of Comprehensive (Loss) Income | ||
Net loss | $ (1,153,244) | $ (2,429,226) |
Other comprehensive income | ||
Gain on valuation adjustment to other long-term liabilities | 0 | 1,022,240 |
Foreign currency translation adjustment | 738,155 | (408,245) |
Total other comprehensive income | 738,155 | (1,430,485) |
Comprehensive (loss) income | $ (415,089) | $ (998,741) |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Changes in Stockholders Deficit - USD ($) | Total | Common Stock [Member] | Series B Preferred Stocks [Member] | Common Stock Subscribed | Additional Paid-In Capital | Treasury Stock [Member] | Other comprehensive income [Member] | Accumulated Deficit [Member] | Noncontrolling Interest |
Balance, shares at Dec. 31, 2020 | 25,926,287 | 64,000 | |||||||
Balance, amount at Dec. 31, 2020 | $ 688,873 | $ 25,926 | $ 64,000 | $ 14,000 | $ 4,913,010 | $ (5,300) | $ 816,396 | $ (5,139,159) | $ 0 |
Issuance of common stock for cash proceeds, shares | 31,250 | ||||||||
Issuance of common stock for cash proceeds, amount | 25,000 | $ 315 | 0 | 24,969 | 0 | 0 | 0 | 0 | |
Issuance of common stock for acquisitions, shares | 1,000,000 | ||||||||
Issuance of common stock for acquisitions, amount | 1,850,000 | $ 1,000 | 0 | 0 | 1,849,000 | 0 | 0 | 0 | 0 |
Sale of common stock subscription | 14,000 | 14,000 | |||||||
Foreign currency translation adjustment | (378,742) | 0 | 0 | 0 | 0 | 0 | (378,742) | 0 | 0 |
Gain on adjusted value of other long-term liability | 360,024 | 0 | 0 | 0 | 0 | 0 | 360,024 | 0 | 0 |
Net loss | (503,929) | $ 0 | $ 0 | 0 | 0 | 0 | 0 | (503,929) | |
Balance, shares at Dec. 31, 2021 | 26,926,287 | 64,000 | |||||||
Balance, amount at Dec. 31, 2021 | 130,476 | $ 26,926 | $ 64,000 | 14,000 | 6,762,010 | (5,300) | (182,345) | (6,548,815) | 0 |
Issuance of common stock for acquisitions, shares | 388,274 | ||||||||
Issuance of common stock for acquisitions, amount | 184,577 | $ 389 | 0 | 0 | 184,188 | 0 | 0 | 0 | 0 |
Foreign currency translation adjustment | 738,155 | 0 | 0 | 0 | 0 | 0 | 738,155 | 0 | 0 |
Net loss | (1,153,244) | 0 | 0 | 0 | 0 | 0 | (1,153,244) | 0 | |
Loss on investment in Union Strategies, Inc. | (776,918) | $ 0 | $ 0 | 0 | 0 | 0 | (776,918) | 0 | |
Balance, shares at Dec. 31, 2022 | 27,314,561 | 64,000 | |||||||
Balance, amount at Dec. 31, 2022 | $ (876,954) | $ 27,315 | $ 64,000 | $ 14,000 | $ 6,946,198 | $ (5,300) | $ 555,810 | $ (8,478,977) | $ 0 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Cash flows from operating activities | ||
Net loss from continuing operations | $ (185,747) | $ (125,449) |
Adjustments to reconcile net loss to net cash used in operating activities | ||
Bad debt expense | 34,499 | 0 |
Depreciation and amortization expense | 64,238 | 61,264 |
Changes in operating assets and liabilities | ||
Accounts receivable | (53,522) | (69,469) |
Interest payable, related party | 9,143 | 5,502 |
Accounts payable and accrued liabilities | 22,710 | 25,857 |
Accounts payable, related party | (90,915) | 129,431 |
Net cash used in operating activities | (199,594) | 27,136 |
Cash flows from investing activities | 0 | 0 |
Cash flows from financing activities | ||
Proceeds from sale of common stock | 184,577 | 0 |
Net cash provided by financing activities | 184,577 | 0 |
Net change in cash from continuing operations | (15,017) | 27,136 |
Effect of exchange rate on cash | (2,881) | (1,910) |
Cash and cash equivalents at beginning of year | 29,783 | 4,557 |
Cash and cash equivalents at end of year | 11,885 | 29,783 |
Supplemental cash flow information | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes | 0 | 0 |
Non-cash investing and financing activities | ||
Common shares issued for acquisition of Union Strategies, Inc. | $ 0 | $ 1,850,000 |
Organization and Significant Ac
Organization and Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2022 | |
Organization and Significant Accounting Policies | |
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. 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, 2022 and 2021, 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 definite-lived intangible assets on a straight-line 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 long-lived 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. 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, 2022 and 2021, 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. Principals of Consolidation The consolidated financial statements represent the results of DLT Resolution, Inc. and its subsidiary, DLT Resolution Corp., as continuing operations and Union Strategies, Inc. and DLT Data Services, its subsidiaries as discontinued operations. All intercompany transactions and balances have been eliminated. 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 0.738989 and 0.782656 in effect at the balance sheet dates of December 31, 2022 and December 31, 2021, respectively. Statements of operations amounts have been translated using the annual weighted average exchange rates of 0.766043 and 0.768390 for the years ended December 31, 2022 and 2021, 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 $56 and $33 currency transaction (losses) gains recognized during the years ended December 31, 2022 and 2020, 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. 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. Recent Accounting Pronouncements The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. On August 5, 2020, the Financial Accounting Standards Board (FASB) issued accounting standards update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) The amendments in the ASU remove certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU also amends the derivative scope exception guidance for contracts in an entity’s own equity. The amendments remove three settlement conditions that are required for equity contracts to qualify for the derivative scope exception. In addition to the above, the ASU expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations that are impacted by the amendments. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. Early adoption is permitted. The FASB noted that an entity should adopt the guidance as of the beginning of its annual fiscal year. The standard is effective for the Company beginning in fiscal year September 30, 2024. Entities may elect to adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. If an entity has convertible instruments that include a down round feature, early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020. ASU 2016-13 Measurement of Credit Losses on Financial Instrument is effective for fiscal years beginning after December 15, 2022. This is not expected to apply to the Company as financial instruments giving rise to credit risk are not utilized by the Company. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2022 | |
Discontinued Operations | |
Discontinued Operations | Note 2 – Discontinued Operations The Company suspended the operations of Union Strategies, Inc. in 2022and recognizes its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements. All assets are written off and included in the loss from discontinued operations. In 2023, the Company sold its 100% ownership of USI to a third party for a nominal payment and the acquirer assumed all of USI’s liabilities on a nonrecourse basis. On March 15, 2023, the Company sold its 100% ownership of DLT Data Services Inc. to a third party for a nominal purchase price and has recognized its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements. |
Intangible Assets
Intangible Assets | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Intangible Assets | Note 3 – Intangible Assets We amortize identifiable intangible assets on a straight-line basis over their estimated useful lives. As of December 31, 2022 and December 31, 2021, identifiable intangibles were as follows: December 31, 2022 December 31, 2021 Developed technology $ 299,291 $ 316,976 Customer relationships 96,069 101,745 Domain and trade name 3,695 3,913 Non-compete 34,732 36,785 Accumulated amortization (293,939 ) (245,677 ) Total intangible assets, net $ 139,848 $ 213,742 Expected future amortization expense related to identifiable intangibles based on our carrying amount as of December 31, 2022 for the following five years is as follows (in thousands): For the Twelve Months ended December 31, 2023 $ 61,970 2024 61,970 2025 15,908 2025 - 2027 - Thereafter $ 139,848 |
Notes Payable
Notes Payable | 12 Months Ended |
Dec. 31, 2022 | |
Notes Payable | |
Notes Payable | Note 4 – 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 $47,067 and $41,565 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, 2022 and 2021, 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 DLT Resolution Corp. subsidiary received a CAD 40,000 CEBA loan that bears 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, 2022 and 2021, the Company has $29,560 and $31,306 (CAD 40,000) outstanding principal on the CEBA loan. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2022 | |
Stockholders' Equity | |
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 shares of Series A convertible preferred stock issued and outstanding as of December 31, 2022 and 2021. 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, 2022 and 2021. Common Stock On May 20, 2021, the Company issued 1,000,000 shares of its restricted Common Stock to the former shareholders of USI as additional compensation for acquiring all of USI’s issued and outstanding common shares. During the year ended December 31, 2022, the Company sold 388,274 shares of its restricted Common stock to third parties and received $184,577 in proceeds. Treasury Stock There are 3,815,000 shares of Common Stock held as treasury stock as of December 31, 2022 and 2021, 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. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Income Taxes | Note 6 - 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, 2022 or 2021. The Company has not filed its 2022 and 2021 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, 2022 December 31, 2021 Net operating loss carry forward $ 6,123,000 $ 4,970,000 Applicable Canadian Federal and Provincial tax rates 26.5 % 26.5 % Deferred tax asset related to net operating losses 1,623,000 1,317,000 Deferred tax asset relating to debt discounts and derivative liability (at 26.5%) - - Valuation allowance (1,623,000 ) (1,137,000 ) 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, 2022 (21%) December 31, 2021 (21%) Tax benefit at United States Federal statutory rate $ 242,000 $ 510,000 Differences in U.S. and Canadian tax rates on provision 161,000 136,000 Increase in valuation allowance (403,000 ) (374,000 ) Income tax provision $ - $ - The Company did not pay any income taxes during the years ended December 31, 2022 or 2021, 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. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2022 | |
Related Party Transactions | |
Related Party Transactions | Note 7 - Related Party Transactions No compensation was incurred for the services of the Company’s directors or executives during the years ended December 31, 2022 and 2021. As of December 31, 2022 and December 31, 2021, the Company had outstanding amounts payable to related parties of $57,817 and $60,017. The obligations are unsecured, non-interest bearing, due on demand and payable in Canadian dollars, with the change in the liability from December 31, 2022 to December 31, 2021 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, 2021 and 2020. 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, 2022 and December 31, 2021, $81,500 of principal and $56,210 and $47,067of accrued interest was due, respectively. |
Concentrations
Concentrations | 12 Months Ended |
Dec. 31, 2022 | |
Concentrations | |
Concentrations | Note 8 – Concentrations During the years ended December 31, 2022 and 2021, no single customer accounted for more than 10% of total revenue for the respective periods. As of December 31, 2022 and 2021, no customer had an outstanding accounts receivable balance that was 10% of our total accounts receivable at that time. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2022 | |
Commitments and Contingencies | |
Commitments and Contingencies | Note 9 – Commitments and contingencies A Canadian subsidiary of the Company incurs employer payroll taxes and withholds payroll taxes from employee compensation and is required to remit the funds to Canadian government authorities on a timely basis. The subsidiary has not remitted the payroll taxes and carries the obligation as a current liability. The subsidiary intends to remit the funds as soon as it has the financial ability. The government authorities may assess penalties and interest on the subsidiary. No provision on the balance sheet is carried for the possible assessment. Management estimates that the amount of a potential assessment would not be material to the financial statements as of September 30, 2022 and the nine months then ended. The Company charges and collects Canadian federal and provincial sales taxes known as harmonized sales tax or HST and is required to remit the funds to Canadian government authorities on a timely basis. The subsidiary has not remitted the HST taxes and carries the obligation as a current liability. The subsidiary intends to remit the funds as soon as it has the financial ability. The government authorities may assess penalties and interest on the subsidiary. No provision on the balance sheet is carried for the possible assessment. Management estimates that the amount of a potential assessment would not be material to the financial statements as of September 30, 2022 and the nine months then ended. |
Subsequent events
Subsequent events | 12 Months Ended |
Dec. 31, 2022 | |
Subsequent events | |
Subsequent events | Note 10 – Subsequent events In 2022, the Company suspended the operations of USI and has recognized its activities as discontinued operations within the financial statements for 2022 and 2021. In 2023, the Company sold its 100% ownership of USI to a third party for a nominal payment and the acquirer assumed all of USI’s liabilities on a nonrecourse basis. On March 15, 2023, the Company sold its 100% ownership of DLT Data Services Inc. to a third party for a nominal purchase price and has recognized its activities as discontinued operations within the accompanying unaudited condensed consolidated financial statements. On August 16, 2023, John Wilkes resigned as our sole officer and director and we appointed Drew Reid as his successor. |
Organization and Significant _2
Organization and Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2022 | |
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, 2022 and 2021, 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 definite-lived intangible assets on a straight-line 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 long-lived 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. |
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, 2022 and 2021, 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. |
Principals of Consolidation | The consolidated financial statements represent the results of DLT Resolution, Inc. and its subsidiary, DLT Resolution Corp., as continuing operations and Union Strategies, Inc. and DLT Data Services, its subsidiaries as discontinued operations. All intercompany transactions and balances have been eliminated. |
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 0.738989 and 0.782656 in effect at the balance sheet dates of December 31, 2022 and December 31, 2021, respectively. Statements of operations amounts have been translated using the annual weighted average exchange rates of 0.766043 and 0.768390 for the years ended December 31, 2022 and 2021, 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 $56 and $33 currency transaction (losses) gains recognized during the years ended December 31, 2022 and 2020, 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. |
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. |
Recent Accounting Pronouncements | The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. On August 5, 2020, the Financial Accounting Standards Board (FASB) issued accounting standards update (ASU) No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40) The amendments in the ASU remove certain separation models for convertible debt instruments and convertible preferred stock that require the separation of a convertible debt instrument into a debt component and an equity or derivative component. The ASU also amends the derivative scope exception guidance for contracts in an entity’s own equity. The amendments remove three settlement conditions that are required for equity contracts to qualify for the derivative scope exception. In addition to the above, the ASU expands disclosure requirements for convertible instruments and simplifies areas of the guidance for diluted earnings-per-share calculations that are impacted by the amendments. The ASU is effective for public business entities that meet the definition of a Securities and Exchange Commission (SEC) filer, excluding smaller reporting companies as defined by the SEC, for fiscal years beginning after December 15, 2021. Early adoption is permitted. The FASB noted that an entity should adopt the guidance as of the beginning of its annual fiscal year. The standard is effective for the Company beginning in fiscal year September 30, 2024. Entities may elect to adopt the amendments through either a modified retrospective method of transition or a fully retrospective method of transition. If an entity has convertible instruments that include a down round feature, early adoption of the ASU is permitted for fiscal years beginning after December 15, 2020. ASU 2016-13 Measurement of Credit Losses on Financial Instrument is effective for fiscal years beginning after December 15, 2022. This is not expected to apply to the Company as financial instruments giving rise to credit risk are not utilized by the Company. |
Intangible Assets (Tables)
Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Intangible Assets | |
Schedule of assets Amortization on a straight-line basis | December 31, 2022 December 31, 2021 Developed technology $ 299,291 $ 316,976 Customer relationships 96,069 101,745 Domain and trade name 3,695 3,913 Non-compete 34,732 36,785 Accumulated amortization (293,939 ) (245,677 ) Total intangible assets, net $ 139,848 $ 213,742 |
Schedule of finite lived intangible assets future amortization expense | For the Twelve Months ended December 31, 2023 $ 61,970 2024 61,970 2025 15,908 2025 - 2027 - Thereafter $ 139,848 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2022 | |
Income Taxes | |
Schedule of deferred tax assets and liabilities | December 31, 2022 December 31, 2021 Net operating loss carry forward $ 6,123,000 $ 4,970,000 Applicable Canadian Federal and Provincial tax rates 26.5 % 26.5 % Deferred tax asset related to net operating losses 1,623,000 1,317,000 Deferred tax asset relating to debt discounts and derivative liability (at 26.5%) - - Valuation allowance (1,623,000 ) (1,137,000 ) Net deferred tax asset $ - $ - |
Schedule of effective income tax rate reconciliation | December 31, 2022 (21%) December 31, 2021 (21%) Tax benefit at United States Federal statutory rate $ 242,000 $ 510,000 Differences in U.S. and Canadian tax rates on provision 161,000 136,000 Increase in valuation allowance (403,000 ) (374,000 ) Income tax provision $ - $ - |
Organization and Significant _3
Organization and Significant Accounting Policies (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 USD ($) shares | Dec. 31, 2021 USD ($) shares | |
Weighted average exchange rates | 0.766043 | 0.768390 |
Foreign currency translation exchange rate | 0.738989 | 0.782656 |
Foreign exchange gain/(loss) | $ | $ 56 | $ 33 |
Series B Convertible Preferred Stocks [Member] | ||
Preferred stock shares issued | 64,000 | 64,000 |
Preferred stock shares outstanding | 64,000 | 64,000 |
Convertible note [Member] | Series B Convertible Preferred Stock [Member] | ||
Convertible preferred stock shares issued upon conversion of common stock | 12,800 | 12,800 |
Discontinued Operations (Detail
Discontinued Operations (Details Narrative) | Dec. 31, 2022 |
Discontinued Operations | |
Ownership | 100% |
Intangible Assets (Details )
Intangible Assets (Details ) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Accumulated amortization | $ (293,939) | $ (245,677) |
Total intangible assets, net | 139,848 | 213,742 |
Developed Technology [Member] | ||
Total intangible assets, Gross | 299,291 | 316,976 |
Customer Relationships [Member] | ||
Total intangible assets, Gross | 96,069 | 101,745 |
Domain and trade name [Member] | ||
Total intangible assets, Gross | 3,695 | 3,913 |
Non-compete [Member] | ||
Total intangible assets, Gross | $ 34,732 | $ 36,785 |
Intangible Assets (Details 1)
Intangible Assets (Details 1) | Dec. 31, 2022 USD ($) |
For the Twelve Months ended December 31, | |
2023 | $ 61,970 |
2024 | 61,970 |
2025 | 15,908 |
2025 | 0 |
2027 | 0 |
Total | $ 139,848 |
Notes Payable (Details Narrativ
Notes Payable (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Aug. 01, 2017 | Dec. 31, 2017 | Dec. 31, 2022 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2020 | Dec. 31, 2019 | |
Interest payable, related party | $ 47,067 | $ 41,565 | |||||
CEBA loan description | During the year ended December 31, 2020, the Company’s DLT Resolution Corp. subsidiary received a CAD 40,000 CEBA loan that bears 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, 2022 and 2021, the Company has $29,560 and $31,306 (CAD 40,000) outstanding principal on the CEBA loan | ||||||
Notes payable, net of current portion | 81,500 | 81,500 | |||||
Notes Payable [Member] | |||||||
Consulting services, amount | $ 350,000 | ||||||
Interest rate | 9% | ||||||
Maturity date | Nov. 19, 2016 | ||||||
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 | ||||||
August 1, 2017 [Member] | Unrelated Party [Member] | |||||||
Notes payable, net of current portion | $ 5,000 | $ 5,000 | |||||
Notes payable | $ 5,000 | ||||||
Related party note, maturity date | Jul. 01, 2019 | ||||||
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 |
Stockholders Equity (Details Na
Stockholders Equity (Details Narrative) - USD ($) | 1 Months Ended | 12 Months Ended | ||
May 20, 2021 | Dec. 31, 2022 | Dec. 31, 2014 | Dec. 31, 2021 | |
Treasury common stock shares held | 3,815,000 | 3,815,000 | ||
Restricted Stock [Member] | Union Strategies Inc [Member] | ||||
Buy back shares of common stock | 3,777,000 | 38,000 | ||
Issuance of common stock for acquisitions, shares | 1,000,000 | |||
Treasury common stock shares held | 3,815,000 | 3,815,000 | ||
Shares issued for exhange of notes payable | $ 5,000 | |||
Related party payable | 200 | |||
Restricted shares sold, shaers | $ 388,274 | |||
Restricted shares sold, amount | 184,577 | |||
Series B Convertible Preferred Stocks [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 | ||
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 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | Dec. 31, 2022 | Dec. 31, 2021 |
Income Taxes | ||
Net operating loss carry forward | $ 6,123,000 | $ 4,970,000 |
Applicable Canadian Federal and Provincial tax rates | 26.50% | 26.50% |
Deferred tax asset related to net operating losses | $ 1,623,000 | $ 1,317,000 |
Deferred tax asset relating to debt discounts and derivative liability (at 26.5%) | 0 | 0 |
Valuation allowance | (1,623,000) | (1,137,000) |
Net deferred tax asset | $ 0 | $ 0 |
Income Taxes (Details 1)
Income Taxes (Details 1) - USD ($) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Tax benefit at United States Federal statutory rate | $ 242,000 | $ 510,000 |
Differences in U.S. and Canadian tax rates on provision | 161,000 | 136,000 |
Increase in valuation allowance | (403,000) | (374,000) |
Income tax provision | $ 0 | $ 0 |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Income Taxes | ||
Federal statutory rate | 21% | 35% |
Net operating loss carry forwards, expiration date | begin to expire in 2026 | |
Corporate tax rate | 21% |
Related Party Transactions (Det
Related Party Transactions (Details Narrative) - USD ($) | 12 Months Ended | |||
Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Related Party Transactions | ||||
Interest rate | 9% | |||
Related party payables | $ 60,017 | $ 57,817 | ||
Notes payable, related party | 81,500 | 81,500 | ||
Payments for services | 15,000 | $ 15,000 | $ 25,000 | |
Interest payable, related party | $ 56,210 | $ 47,067 |
Concentrations (Details Narrati
Concentrations (Details Narrative) | 12 Months Ended | |
Dec. 31, 2022 | Dec. 31, 2021 | |
Revenue [Member] | ||
Concentrations credit risk percentage | 10% | 10% |
Accounts Receivable [Member] | ||
Concentrations credit risk percentage | 10% | 10% |
Subsequent events (Details Narr
Subsequent events (Details Narrative) - Subsequent Event [Member] | 12 Months Ended | |
Mar. 15, 2023 | Dec. 31, 2023 | |
Ownership Percentage | 100% | |
Data Service Inc Member] | ||
Ownership Percentage | 100% |