SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): November 16, 2009
DBL SENIOR CARE, INC.
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(Exact name of Registrant as specified in its charter)
Nevada 333-148546 20-8248213
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(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
Water Park Place, 20 Bay St., Toronto, ON M5J 2N8
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(Address of principal executive offices, including Zip Code)
Registrant's telephone number, including area code: (646) 448-0197
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925 Gardenia Circle,
St. George, Utah 84790
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(Former name or former address if changed since last report)
Item 1.01 Entry Into a Material Definitive Agreement
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The Company was formed in January 2007 to provide elderly and hospitalized
persons with assistance in performing everyday tasks that, due to health
reasons, they were unable to perform. The Company never generated any revenue
and essentially abandoned its business plan in 2008.
In July 2009 the Company's directors approved a 10-1 forward stock split.
Prior to the stock split there were 5,630,000 outstanding shares of common
stock. Subsequent to the stock split there were 56,300,000 outstanding shares of
common stock. The stock split did not affect the number of shares of common or
preferred stock that the Company is authorized to issue.
In October 2009, Debbie Barnum, an officer and director of the Company sold
21,500,000 shares of common stock to the Company for $100. On that same date,
Darin Barnum, also an officer and director of the Company sold 21,500,000 shares
of common stock to the Company for $100.
In November 2009 MSE Enviro-Tech Corp ("MSE") assigned to the Company the
rights to sell MSE's fire retardant products in the United States. In
consideration for the assignment of these rights, the Company issued MSE a
promissory note in the principal amount of $5,000,000.
The note bears interest at 6% per year, is unsecured, and is payable on
November 16, 2012. At the option of the holder, the note can be converted into
shares of the Company's common stock. The number of shares to be issued will be
determined by dividing the amount of the note to be converted by $0.25.
In November 2009 Gilles Trahan and Martin Baldwin were appointed directors
of the Company. Subsequent to these appointments, Ms. Barnum and Mr. Barnum
resigned as officers and directors of the Company. Mr. Trahan was then appointed
as the Company's President and Chief Executive Officer and Mr. Baldwin was
appointed as the Company's Secretary, Treasurer and Chief Financial Officer.
In connection with their resignations, Ms. Barnum sold her 3,500,000
remaining shares in the Company to Mr. Trahan and Mr. Barnum has sold his
3,500,000 remaining shares in the Company to Mr. Baldwin.
Information concerning Mr. Trahan and Mr. Baldwin follows:
Since August 2008 Mr. Trahan (age 38) has been the Chief Executive Officer
and a director of MSE Environ-Tech Corp. Between 2002 and the time he joined the
Company, Mr. Trahan was the Chief Executive Officer and President of Geneva
Bancorp Inc. where he was involved in international financial consulting and
investment banking. Between 1998 and 2002 Mr. Trahan was the Chief Executive
Officer and a Director of Symphony Telecom, Inc. Since October 2008, Mr. Trahan
has also been a director of Atlantic Wind & Solar, Inc.
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Since April 2009 Martin Baldwin, (age 44), has been a Director of MSE
Environ-Tech Corp. Between July 2008 and April 2009 Mr. Baldwin was a Director
with the International Money Market Department at the Bank of Nova Scotia in
Toronto. Between August 2002 and June 2008 Mr. Baldwin was the Assistant General
Manager/Head Treasurer at Scotiabank Caribbean Treasury Limited (formerly the
Caribbean Treasury Unit of Scotiabank Bahamas Ltd.) in Nassau, Bahamas. Between
January 2001 and August 2002 Mr. Baldwin was a Director with the International
Money Market Department at the Bank of Nova Scotia in London. Since November
2008, Mr. Baldwin has also been a director of Atlantic Wind & Solar, Inc.
The Company's directors serve until the next annual meeting of the
Company's shareholders and until their successors have been duly elected and
qualified. The Company's officers serve at the discretion of the Company's
directors. The Company does not compensate any person for acting as a director.
Mr. Trahan and Mr. Baldwin are not independent directors as that term is
defined in section 803 of the listing standards of the NYSE AMEX. Neither Mr.
Trahan nor Mr. Baldwin are a "financial expert" as that term is defined in the
regulations of the Securities and Exchange Commission.
The following shows the amounts the Company expects to pay to Mr. Trahan
and Mr. Baldwin during the twelve months ending December 31, 2010, and the
amount of time these persons expect to devote to the Company.
% of time
Projected to be devoted to
Name Compensation Company's business
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Gilles Trahan $ 75,000 10%
Martin Baldwin $ 75,000 10%
As of November 16, 2009 Mr. Trahan owned 3,500,000 shares of the Company's
common stock, or 26% of the Company's outstanding shares; and Mr. Baldwin owned
3,500,000 shares of the Company's common stock, or 26% of the Company's
outstanding shares.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: November 19, 2009
DBL, SENIOR CARE, INC.
By: /s/ Gilles Trahan
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Gilles Trahan, President
