DLT Resolution Inc. - Quarter Report: 2008 September (Form 10-Q)

dbl_10q.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, 2008

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 [ ]

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	5,630,000 shares
(Class)	(Outstanding as at November 10, 2008)

DBL SENIOR CARE, INC.

(A Development Stage Company)

Table of Contents

	Page

PART I – FINANCIAL INFORMATION	3
Unaudited Financial Statements	3
Condensed Balance Sheet	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Notes to Condensed Financial Statements	7
Management's Discussion and Plan of Operation	9
Controls and Procedures	11
PART II – OTHER INFORMATION	12
Unregistered Sales of Equity Securities	12
Exhibits and Reports on Form 8-K	12
SIGNATURES	13

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-KSB, originally filed with the Commission on April 1, 2008.

DBL Senior Care, Inc.

(a Development Stage Company)

Condensed Balance Sheets

	September 30,			December 31,
	2008			2007
	(Unaudited)			(Audited)
Assets

Current assets:
Cash	$	1,736		$	29,193
Total current assets		1,736			29,193

	$	1,736		$	29,193

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable and accruals	$	-		$	-
Total current liabilities		-			-

Stockholders’ equity
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, 5,630,000 shares issued and outstanding		5,630			5,630
Additional paid-in capital		31,070			31,070
(Deficit) accumulated during development stage		(34,964	)		(7,507	)
		1,736			29,193

	$	1,736		$	29,193

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

DBL Senior Care, Inc.

(a Development Stage Company)

Condensed Statements of Operations

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

Revenue	$	-		$	-		$	-		$	-		$	-

Expenses:
General and administrative expenses		8,076			4			27,457			5,045			35,005
Total expenses		8,076			4			27,457			5,045			35,005

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

(Loss) before provision for income taxes		(8,076	)		37			(27,457	)		(5,004	)		(34,964	)

Provision for income taxes		-			-			-			-			-

Net (loss)	$	(8,076	)	$	37		$	(27,457	)	$	(5,004	)	$	(34,964	)

Weighted average number of
common shares outstanding – basic and fully diluted		5,630,000			5,419,348			5,630,000			5,150,703

Net (loss) per share – basic and fully diluted	$	(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

	Nine months ended						January 17, 2007
	September 30,						(Inception) to
	2008			2007			September 30, 2008
Cash flows from operating activities
Net (loss)	$	(27,457	)	$	(5,004	)	$	(34,964	)
Changes in operating assets and liabilities:
Increase (decrease) in accounts payable		-			-			-
Net cash (used) by operating activities		(27,457	)		(5,004	)		(34,964	)

Cash flows from financing activities
Donated capital		-			200			200
Issuances of common stock		-			36,500			36,500
Net cash provided by financing activities		-			36,700			36,700

Net (decrease) increase in cash		(27,457	)		31,696			1,736
Cash – beginning		29,193			-			-
Cash – ending	$	1,736		$	31,696		$	1,736

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

September 30, 2008 and December 31, 2007

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, 2007 and notes thereto included in the Company's annual report on Form 10-KSB. The Company follows the same accounting policies in the preparation of interim reports.

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 accompanying financial statements have been prepared assuming the Company will continue as a going concern. As shown in the accompanying financial statements, the Company has incurred a net loss of ($34,964) and had no sales for the period from January 8, 2007 (inception) to September 30, 2008. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its new business opportunities.

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 financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

These conditions raise substantial doubt about the Company's ability to continue as a going concern. These financial statements do not include any adjustments that might arise from this uncertainty.

Note 4 – 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.

DBL Senior Care, Inc.

(a Development Stage Company)

Notes to Condensed Financial Statements

September 30, 2008 and December 31, 2007

Note 4 – Stockholders’ equity (continued)

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.

As of September 30, 2008, there have been no other issuances of common stock.

Note 5 – Warrants and options

As of September 30, 2008, there were no warrants or options outstanding to acquire any additional shares of common stock.

Note 6 – 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, or to replace or supplement medical personnel. Instead, we provide general personal services when family and friends cannot and that medical care-givers will not. We are currently focused on the Southern Utah and Southern Nevada areas, as our base of operations is located nearby.

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, 2008, we have not generated any revenues. Our singular goal is currently to develop and implement our person assistance business. To that end, we spent a total of $8,076 during the three month period ended September 30, 2008, consisting solely of general and administrative expenses. General and administrative expenses mainly consist of office expenditures and consulting, accounting and legal fees. In the comparable year ago three month period ended September 30, 2007, total expenses were $4, consisting solely of general and administrative expenses.

During the nine months ended September 30, 2008, total expenses were $27,457, compared to $5,045 in the nine months ended September 30, 2007. Management believes operating expenses were greater in 2008 compared to 2007 due to the costs of being a public reporting entity and expenses related to implementing our business.

Aggregate expenses since our inception to September 30, 2008 amounted to $35,005, all of which are attributable to general and administrative costs. 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.

In the three month period ended September 30, 2008, our net loss totaled $8,076. In the year ago three months ended September 30, 2007, we realized net income of $37, after accounting for a bank charge refund in the amount of $41. In the nine months ended September 30, 2008, we incurred a net loss of $27,457 compared to a net loss of $5,004 in the year ago nine month period ended September 30, 2007. We are unable to predict if and when we will begin to generate revenues or stem our losses. However, our management does anticipate ongoing losses for the next at least 12 months. Since our inception, we have accumulated net losses in the amount of $34,964. There is significant uncertainty projecting future profitability due to our relatively short operating period, our history of losses and lack of revenues.

In order for us to achieve profitability and support our planned ongoing operations, we believe that we must generate a minimum of approximately $10,000 - $15,000 in sales per year. However, we cannot guarantee that we will generate any sales, let alone achieve that target. Our management believes the most critical operational objective in order for us to become a going concern is to develop and implement a marketing strategy. Within the next three to six months, our management plans to develop and implement a promotional strategy to generate awareness of our brand and proposed services. Our current plan is to utilize print media, such as newspapers, as well as posting fliers on help boards around the Southern Nevada and Southern Utah regions. In addition to formal advertising, we have attempted to stimulate a grass-roots marketing campaign by attending community, church and local gatherings. Our management originally budgeted $5,000 for these advertising methods. As of the date of this quarterly report, we have not realized any sales as a result of our marketing efforts. While no sales have resulted from our grass-roots campaign, we will continue to pursue this method of brand marketing since the cost of doing so nominal. We intend to continuously assess new marketing strategies; thus, we cannot predict whether the actual marketing and advertising efforts we implement will remain in its current form or not.

Our management expects that we will experience net cash out-flows for the fiscal year 2008, given developmental nature of our business. We believe that our cash on hand as of September 30, 2008, in the amount of $1,736, is insufficient to maintain our current level of operations for the next approximately 12 months. If we do not generate sufficient revenues and cash flows to support our operations over the next 12 months, or if our costs of operations increase unexpectedly, we may need to raise capital by conducting additional issuances of our equity or debt securities for cash. We can not assure you that any financing can be obtained or, if obtained, that it will be on reasonable terms. 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

Evaluation of Disclosure Controls and Procedures

We maintain a set of disclosure controls and procedures designed to ensure that information required to be disclosed by us in our reports filed under the Securities Exchange Act, is recorded, processed, summarized and reported within the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that this information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Based on an evaluation as of the end of the period covered by this report, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”)) were effective to provide reasonable assurance that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control Over Financial Reporting

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or reasonably likely to materially affect, our internal control over financial reporting.

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.

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.

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 10, 2008
Debbie Barnum

/s/ Debbie Barnum	Chief Financial Officer	November 10, 2008
Debbie Barnum

/s/ Debbie Barnum	Chief Accounting Officer	November 10, 2008
Debbie Barnum