DLT Resolution Inc. (DLTI)

[asdfu099]

Latest 8-K not reflected on I-Hub. But it is on OTC Markets and Edger.

So DLT has indeed closed the acquisition. I guess we will see the audited numbers of the company and acquired company in a month or so.

https://backend.otcmarkets.com/otcapi/company/sec-filings/12496841/content/html

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

Acquisition of A.J.D. Data Services Ltd.

On January 21, 2018, DLT Resolution Inc. (the “ Company ” or “ we ”) entered into and closed the transactions contemplated by the definitive stock purchase agreement and plan of re-organisation (share for share exchange) (the “ Stock Purchase Agreement ”) by and among the Company, A.J.D. Data Services Ltd., a limited liability company organized under the laws of Ontario (“ A.J.D. Data ”), the stockholders of A.J.D. Data (“ Stockholders ”) and other parties signatory thereto to acquire 80 shares, representing 80% of the issued and outstanding capital stock of A.J.D. Data for 525,000 restricted common shares of DLT Resolution. The acquisition is intended to be part of a tax free share for share exchange which will see DLT Resolution issuing restricted common shares on closing and an additional 3,675,000 restricted common shares upon meeting the following milestones:


·
1,050,000 Shares upon A.J.D Data Services reaching $500,000 in gross sales

·
1,050,000 Shares upon A.J.D Data Services reaching $1,000,000 in cumulated gross sales

·
525,000 Shares upon A.J.D Data Services reaching $1,500,000 in cumulated gross sales with $100,000 in pre-tax earnings

·
525,000 Shares upon A.J.D Data Services reaching $2,000,000 in cumulated gross sales with $150,000 in pre-tax earnings

·
525,000 Shares upon A.J.D Data Services reaching $2,500,000 in cumulated gross sales with $200,000 in pre-tax earnings

While there can be no assurance, based on the current run rate management estimates the majority of these milestones to be reached within 2018. In compliance with the Exchange Act, the shares will be issued under applicable exemption from registration and will contain substantial resale restrictions.

The Stock Purchase Agreement contains customary representations, warranties and covenants by A.J.D. Data, as well as customary indemnification provisions among the parties.

Prior to the transactions described in this Current Report on Form 8-K, there were no material relationships between the Company or A.J.D. Data or any affiliate of A.J.D. Data and the Company, other than pertaining to the Acquisition.

The foregoing summary of the Stock Purchase Agreement is not complete and is qualified in its entirety by reference to the complete text of the definitive agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference. The Stock Purchase Agreement is filed as an exhibit to this report in order to provide investors and shareholders with information regarding its terms. It is not intended to provide any other factual information about the Company or any of the other parties thereto. In particular, the assertions embodied in the representations and warranties contained in the Stock Purchase Agreement are given only as of the dates specified in the agreement and are qualified by information contained in confidential disclosure schedules provided by the parties. Accordingly, investors should not rely on the representations and warranties in the Stock Purchase Agreement as characterizations of the actual state of facts or condition of the Company, A.J.D. Data, the Sellers or any other party to the Stock Purchase Agreement.

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

The information in Item 1.01 set forth above is incorporated herein by reference.