DLT Resolution Inc. - FORM 10-Q

Attached files

file	filename
EX-31 - DLT Resolution Inc.	dbl_ex31.htm
EX-32 - DLT Resolution Inc.	dbl_ex32.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: September 30, 2009

Or

[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to _____________

Commission File Number: 333-148546

DBL SENIOR CARE, INC.
(Exact name of registrant as specified in its charter)

Nevada		20-8248213
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

925 Gardenia Circle, St. George, Utah		84790
(Address of principal executive offices)		(Zip Code)

(801) 615-1254
(Registrant's telephone number, including area code)


__________
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [ ] (Do not check if a smaller reporting company)	Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)

Yes [X] No [ ]

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date:

Common Stock, $0.001 par value	56,300,000 shares
(Class)	(Outstanding as at November 13, 2009)

DBL SENIOR CARE, INC.

Table of Contents

	Page

PART I – FINANCIAL INFORMATION	3
Unaudited Financial Statements	3
Condensed Balance Sheets	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Notes to Condensed Financial Statements	7
Management's Discussion and Analysis and Results of Operation	11
Controls and Procedures	13
PART II – OTHER INFORMATION	15
Unregistered Sales of Equity Securities	15
Other Information	15
Exhibits and Reports on Form 8-K	15
SIGNATURES	16

PART I – FINANCIAL INFORMATION

Unaudited Financial Statements

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. For further information, refer to the financial statements and footnotes thereto, which are included in the Company's Annual Report on Form 10-K, originally filed with the Commission on March 20, 2009.

DBL Senior Care, Inc.

(A Development Stage Company)

Condensed Balance Sheets

	September 30,			December 31,
	2009			2008
	(unaudited)			(audited)
Assets

Current assets:
Cash	$	61		$	33
Total current assets		61			33

Total assets	$	61		$	33

Liabilities and Stockholders’ Equity (Deficit)

Current liabilities:
Accounts payable and accruals	$	1,500		$	-
Notes payable		9,710			-
Total current liabilities		11,210			-

Total liabilities		11,210			-

Stockholders’ equity (deficit)
Preferred stock, $0.001 par value, 5,000,000 shares
authorized, no shares issued and outstanding		-			-
Common stock, $0.001 par value, 70,000,000 shares
authorized, 56,300,000 shares issued and outstanding		56,300			56,300
Additional paid-in capital		25,500			25,400
(Deficit) accumulated during development stage		(92,949	)		(81,667	)
Total stockholders’ equity (deficit)		(11,149	)		33

Total liabilities and stockholders’ equity (deficit)	$	61		$	33

The accompanying notes are an integral part of these financial statements.

DBL Senior Care, Inc.

(A Development Stage Company)

Condensed Statements of Operations

Unaudited

	Three Months Ended						Nine Months Ended						Inception
	September 30,						September 30,						(January 17, 2007)
	2009			2008			2009			2008			September 30, 2009


Revenue	$	-		$	-		$	-		$	-		$	-

Expenses:
Executive compensation		-			-			-			-			-
General and administrative expenses		3,194			8,076			11,282			27,457			47,990
Total expenses		3,194			8,076			11,282			27,457			47,990

Other expenses:
Other income		-			-			-			-			41
Total other income		-			-			-			-			41

Loss before provision for income taxes		(3,194	)		(8,076	)		(11,282	)		(27,457	)		(47,949	)

Provision for income taxes		-			-			-			-			-

Net loss	$	(3,194	)	$	(8,076	)	$	(11,282	)	$	(27,457	)	$	(47,949	)

Weighted average number of
common shares outstanding – basic		56,300,000			56,300,000			56,300,000			56,300,000

Net loss per share – basic	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

The accompanying notes are an integral part of these financial statements.

DBL Senior Care, Inc.

(A Development Stage Company)

Condensed Statements of Cash Flows

Unaudited

	For the nine months ended						Inception
	September 30,						(January 17, 2007)
	2009			2008			September 30, 2009
Operating activities
Net (loss)	$	(11,282	)	$	(27,457	)	$	(47,949	)
Adjustments to reconcile net loss to
net cash (used) by operating activities:
Shares issued for services – related party		-			-			-
Depreciation		-			-			-
Changes in operating assets and liabilities:
Increase in accounts payable		7,500			-			1,500
Net cash (used) by operating activities		(3,782	)		(27,457	)		(46,449	)

Financing activities
Donated capital		100			-			300
Issuances of common stock		-			-			36,500
Proceeds from notes payable		3,710			-			9,710
Net cash provided by financing activities		3,710			-			46,510

Net increase (decrease) in cash		28			(27,457	)		61
Cash – beginning		33			29,193			-
Cash – ending	$	61		$	1,736		$	61

Supplemental disclosures:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

DBL Senior Care, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

Unaudited

Note 1 – Basis of presentation

The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (SEC). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the audited financial statements of the Company for the period ended December 31, 2008 and notes thereto included in the Company's annual report on Form 10-K. The Company follows the same accounting policies in the preparation of interim reports.

The Company has evaluated subsequent events through November 11, 2009, the date which the financial statement were available to be issued.

Results of operations for the interim periods are not indicative of annual results.

Note 2 – History and organization of the company

The Company was organized January 17, 2007 (Date of Inception) under the laws of the State of Nevada, as DBL Senior Care, Inc. The Company is authorized to issue up to 70,000,000 shares of its $0.001 par value common stock and 5,000,000 shares of its $0.001 par value preferred stock.

The business of the Company is to provide personal care services to elderly, handicapped or other home-bound individuals suffering infirmity. The Company has limited operations and in accordance with Statement of Financial Accounting Standards No. 7 (SFAS #7), “Accounting and Reporting by Development Stage Enterprises,” the Company is considered a development stage company.

Note 3 - Going concern

The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations.

In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is contemplating conducting an offering of its debt or equity securities to obtain additional operating capital. The Company is dependent upon its ability, and will continue to attempt, to secure equity and/or debt financing. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern.

The ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts, or amounts and classification of liabilities that might result from this uncertainty.

DBL Senior Care, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

Unaudited

Note 4 – Accounting Policies and Procedures

Use of estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Loss per share

Net loss per share is provided in accordance with Statement of Financial Accounting Standards No. 128 (SFAS #128) “Earnings Per Share”. Basic loss per share is computed by dividing losses available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share gives effect to all dilutive potential common shares outstanding during the period. Dilutive loss per share excludes all potential common shares if their effect is anti-dilutive. The Company had no dilutive common stock equivalents, such as stock options or warrants as of September 30, 2009.

Recent Accounting Pronouncements

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 168, “The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles,” (“SFAS 168”). SFAS 168 replaces FASB Statement No. 162, “The Hierarchy of Generally Accepted Accounting Principles”, and establishes the FASB Accounting Standards Codification (“Codification”) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with generally accepted accounting principles (“GAAP”). SFAS 168 is effective for interim and annual periods ending after September 15, 2009. The Company will begin to use the new Codification when referring to GAAP in its annual report on Form 10-K for the fiscal year ending December 31, 2009. This will not have an impact on the results of the Company.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 167, “Amendments to FASB Interpretation No. 46(R),” (“SFAS 167”). The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS 167 is effective for the first annual reporting period beginning after November 15, 2009 and for interim periods within that first annual reporting period. The Company will adopt SFAS 167 in fiscal 2010. The Company does not expect that the adoption of SFAS 167 will have a material impact on the financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 166, “Accounting for Transfers of Financial Assets, an amendment to SFAS No. 140,” (“SFAS 166”). SFAS 166 eliminates the concept of a “qualifying special-purpose entity,” changes the requirements for derecognizing financial assets, and requires additional disclosures in order to enhance information reported to users of financial statements by providing greater transparency about transfers of financial assets, including securitization transactions, and an entity’s continuing involvement in and exposure to the risks related to transferred financial assets. SFAS 166 is effective for fiscal years beginning after November 15, 2009. The Company will adopt SFAS 166 in fiscal 2010. The Company does not expect that the adoption of SFAS 166 will have a material impact on the financial statements.

In June 2009, the FASB issued Statement of Financial Accounting Standards No. 165, “Subsequent Events,” (“SFAS No. 165”). SFAS 165 establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 applies to both interim financial statements and annual financial statements. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009. SFAS 165 did not have a material impact on our financial statements.

DBL Senior Care, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

Unaudited

Note 5 – Stockholders’ equity

The Company is authorized to issue up to 70,000,000 shares of common stock, each have a par value of $0.001, and up to 5,000,000 shares of preferred stock, each with a par value of $0.001.

On January 17, 2007, the Company issued 5,000,000 shares of its par value common stock as founders’ shares to two officers and directors in exchange for a subscription receivable in the amount of $5,000. The subscription receivable was satisfied on February 2, 2007, with a cash payment of $5,000.

On July 30, 2007, an officer and director of the Company donated cash in the amount of $200. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On August 6, 2007, the Company issued an aggregate of 630,000 shares of its $0.001 par value common stock for total cash of $31,500 in a private placement pursuant to Regulation D, Rule 505, of the Securities Act of 1933, as amended.

On April 14, 2009, an officer and director of the Company donated cash in the amount of $100. The entire amount was donated, is not expected to be repaid and is considered to be additional paid-in capital.

On July 7, 2009, the Board of Directors authorized and a majority of the stockholders of the Company ratified a forward stock split on a ten-for-one basis, resulting in a total of ten post-split shares for each pre-split share that was outstanding as of July 24, 2009. All references to share and per share information in the condensed financial statements and related notes have been adjusted to reflect the stock split on a retroactive basis.

As of September 30, 2009, there have been no other issuances of common stock.

Note 6 – Warrants and options

As of September 30, 2009, there were no warrants or options outstanding to acquire any additional shares of common stock.

Note 7 – Debt obligations

During the six months ended June 30, 2009, the Company issued notes payable in the aggregate amount of $6,000 from one non-affiliated entity. The notes bear no interest, and are due on demand.

On June 15, 2009, the Company issued notes payable in the aggregate amount of $540 from one non-affiliated entity. The notes bear no interest, and are due on demand.

During the quarter ended September 30, 2009, the Company issued notes payable in the aggregate amount of $3,170 to one non-affiliated individual. The notes bear no interest and are due upon demand.

DBL Senior Care, Inc.

(A Development Stage Company)

Notes to Condensed Financial Statements

Unaudited

Note 8 – Related party transactions

The Company does not lease or rent any property. Office services are provided without charge by an officer and director of the Company. Such costs are immaterial to the financial statements and, accordingly, have not been reflected therein. The officers and directors of the Company are involved in other business activities and may, in the future, become involved in other business opportunities. If a specific business opportunity becomes available, such persons may face a conflict in selecting between the Company and their other business interests. The Company has not formulated a policy for the resolution of such conflicts.

Management's Discussion and Analysis and Results of Operation

Forward-Looking Statements

This Quarterly Report contains forward-looking statements about the Company’s business, financial condition and prospects that reflect management’s assumptions and beliefs based on information currently available. We can give no assurance that the expectations indicated by such forward-looking statements will be realized. If any of our management’s assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should materialize, the Company’s actual results may differ materially from those indicated by the forward-looking statements.

The key factors that are not within our control and that may have a direct bearing on operating results include, but are not limited to, acceptance of our services, our ability to expand our customer base, managements’ ability to raise capital in the future, the retention of key employees and changes in the regulation of our industry.

There may be other risks and circumstances that management may be unable to predict. When used in this Quarterly Report, words such as, "believes,""expects," "intends,""plans,""anticipates,""estimates" and similar expressions are intended to identify forward-looking statements, although there may be certain forward-looking statements not accompanied by such expressions.

Overview

DBL Senior Care, Inc. was incorporated in the State of Nevada on January 17, 2007. We are a development stage company that provides care, assistance and companionship to elderly, infirm or other home-bound individuals. We provide personal assistance services to patients in hospitals or nursing homes, the elderly, sick or any other such person who is physically unable to perform certain household chores or errands due to illness or other infirmity. We are not a provider of medical services; rather, we seek to provide personal care and assistance that a sick or frail person would be unable to perform on their own. Such services encompass any errand or odd job that a client would desire including, but not limited to, laundry, grocery shopping, cooking, cleaning or simply providing companionship. We do not, however, provide any health or medical-related service, nor to replace or supplement medical personnel. Instead, we provide general personal services when family and friends cannot and that medical care-givers will not.

No development related expenses have been or will be paid to our affiliates.

Our management does not expect to incur research and development costs.

We do not have any off-balance sheet arrangements.

We currently do not own any significant plant or equipment that we would seek to sell in the near future.

We have not paid for expenses on behalf of our directors. Additionally, we believe that this fact shall not materially change.

We currently do not have any material contracts and or affiliations with third parties.

Management’s Discussion and Analysis and Results of Operation

Since our inception on January 17, 2007 to September 30, 2009, we have not generated any revenues and have generated losses in every period since our inception. Our accumulated deficit totaled $92,949, as of September 30, 2009. To date, we have had limited success in attracting clients and therefore sales.

During the three months ended September 30, 2009, we incurred a net loss of $3,194, solely of general and administrative expenses. General and administrative expenses mainly consist of office expenditures and consulting, accounting and legal fees. Approximately $2,870, or 90%, was paid for professional services related to preparing and filing the 10-Q quarterly report. In the comparable three months ended September 30, 2008, our net loss was $8,076, of which we spent $6,470 on consulting services in an attempt to establish a marketing strategy. The reduction in expenses during the comparable periods is attributable to a lack of consumer interest in the services provided by us and a resultant decline in our operating capital. No development related expenses have been or will be paid to our affiliates. We expect to continue to incur general and administrative expenses for the foreseeable future, although we cannot estimate the extent of these costs.

As of September 30, 2009, our current liabilities of $11,210 greatly exceed our current assets of $61, leaving a working capital deficit of $11,149. As such, our ability to remain solvent is in significant doubt. Since our inception through September 30, 2009, we borrowed $9,710 from a non-related third party to be able to cover operational expenses. The loans bear no interest and are due on demand. As of September 30, 2009, we did not repay any portion of this note and the full balance of $9,710 remains due and payable. We cannot guarantee that we will be able to satisfy this or any future financial obligations. Our ability to fund our operating expenses and debt service requirements are in doubt, and we cannot guarantee that we will be able to satisfy such.

In consideration of our limited working capital and financial resources, our management believes that we require immediate additional financing, through offerings of our equity and/or debt securities, or derivation thereof. There are no formal or informal agreements to attain such financing. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. Without realization of additional capital, it would be unlikely for us to continue operating. As such, our principal accountants have expressed substantial doubt about our ability to continue as a going concern because we have limited operations and have not fully commenced planned principal operations.

Our management does not anticipate the need to hire additional full- or part- time employees over the next 12 months, as the services provided by our current officers and directors appear sufficient at this time. Our officers and directors work for us on a part-time basis, and are prepared to devote additional time, as necessary. We do not expect to hire any additional employees over the next 12 months.

There are no known trends, events or uncertainties that have had or that are reasonably expected to have a material impact on our revenues from continuing operations.

Controls and Procedures

Management’s Report On Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States of America and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of September 30, 2009, management assessed the effectiveness of our internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were:

Lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures;

Inadequate segregation of duties consistent with control objectives; and

Ineffective controls over period end financial disclosure and reporting processes.

The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2009.

Management’s Remediation Initiatives and Changes in internal controls over financial reporting

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board. Management desires to identify and appoint additional persons to the board of directors, as well as establish a functioning audit committee, in the upcoming quarter ended December 31, 2009.

We have implemented procedures to segregate financial responsibilities between our two existing officers. We now require that all transactions be authorized by one person and performed by a separate person. However, since there are only two individuals, the amount of security afforded by this initiative is limited.

PART II – OTHER INFORMATION

Unregistered Sales of Equity Securities

In January 2007, we issued 5,000,000 shares of our common stock at a price of $0.001 per share to two shareholders, Debbie Barnum and Darrin Barnum, both of whom are our founding shareholders and officers and directors. This sale of stock did not involve any public offering, general advertising or solicitation. The shares were issued in exchange for cash in the amount of $5,000. At the time of the issuances, both Mr. and Mrs. Barnum had fair access to and were in possession of all available material information about our company, as they are both officers and directors of DBL. The shares bear a restrictive transfer legend. On the basis of these facts, we claim that the issuance of stock to our founding shareholders qualifies for the exemption from registration contained in Section 4(2) of the Securities Act of 1933.

In August 2007, we sold 630,000 shares of our common stock to eighteen unrelated shareholders. The shares were issued at a price of $0.05 per share for total cash in the amount of $31,500. The shares bear a restrictive transfer legend. This August 2007 transaction (a) involved no general solicitation, (b) involved less than thirty-five non-accredited purchasers and (c) relied on a detailed disclosure document to communicate to the investors all material facts about DBL Senior Care, Inc., including an audited balance sheet and reviewed statements of income, changes in stockholders’ equity and cash flows. Each purchaser was given the opportunity to ask questions of us. Thus, we believe that the offering was exempt from registration under Regulation D, Rule 505 of the Securities Act of 1933, as amended.

Other Information

Exhibits and Reports on Form 8-K

Exhibit Number	Name and/or Identification of Exhibit

3	Articles of Incorporation & By-Laws

	(a) Articles of Incorporation *

	(b) By-Laws *

31	Rule 13a-14(a)/15d-14(a) Certifications

32	Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

* Incorporated by reference herein filed as exhibits to the Company’s Registration Statement on Form SB-2 previously filed with the SEC on January 9, 2008, and subsequent amendments made thereto.

8-K Filed Date	Item Number

July 24, 2009	Item 4.01 Change in Registrant’s Certifying Accountant
	Item 9.01 Financial Statements and Exhibits

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

DBL SENIOR CARE, INC.
(Registrant)

Signature	Title	Date

/s/ Debbie Barnum	President, CEO and Director	November 13, 2009
Debbie Barnum

/s/ Debbie Barnum	Chief Financial Officer	November 13, 2009
Debbie Barnum

/s/ Debbie Barnum	Chief Accounting Officer	November 13, 2009
Debbie Barnum

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