DLT Resolution Inc. - Quarter Report: 2010 September (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

For the quarterly period ended: September 30, 2010

For the transition period from ____________ to _____________

Commission File Number: 333-148 546

ELEMENTAL PROTECTIVE COATINGS CORP.

(Exact name of registrant as specified in its charter)

(305) 428-2653

(Registrant's telephone number, including area code)

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 ¨

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

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

Nevada 20-8248213

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

Water Park Place, 20 Bay Street

Toronto, ON, Canada M5J 2N8

(Address of principal executive offices) (Zip Code)

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.:

(Do not check if a 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:

(Class)

(Outstanding as at September 30th, 2010)

Large accelerated filer ¨

Accelerated filer ¨

Non-accelerated filer ¨

Smaller reporting company x

Common Stock, $0.001 par value 56,300,000 shares

Elemental Protective Coating Corp.

(formerly DBL Senior Care, Inc.)

(a Development Stage Company)

Index to Financial Statements

Part I - Financial Information		3
Item 1 - Financial Statements		3
Balance Sheets
(Balance Sheets as of September 30, 2010 and December 31, 2009)
Statements of Operations
(Statements of Operations for the three and nine months ended September 30, 2010 and 2009 and the period of January 17, 2007 (Inception) to September 30, 2010)
Statements of Cash Flows
(Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 and the period of January 17, 2007 (Inception) to September 30, 2010)
Notes to the Unaudited Financial Statements		6
For the Three and Nine Months Ended September 30, 2010 and 2009 and the Period of January 17, 2007 (Inception) to September 30, 2010
Note 1 - Basis of Presentation
Note 2 - Condensed Financial Statements
Note 3 - Going Concern
Note 4 - History and Organization of the Company
Note 5 - Accounting Policies
Use of Estimates
Recently Issued Accounting Pronouncements
Note 6 - Subsequent Events
Item 1A - Risk Factors		8
Item 2 - Management’s Discussion and Analysis		8
Plan of Operation
Financial Condition
Item 3 - Market Risk Disclosures		9
Item 4 - Controls		9
Part II - Other Information		9
Item 1 - Legal Proceedings		9
Item 2a - Unregistered Sales of Equity Securities		9
Item 2b - Stockholder Matters		9
Item 2c - Issuer repurchases		9
Item 3 - Defaults Upon Senior Securities		9
Item 4 - Results of Security Holder Vote		9
Item 5 - Other Information		9
Item 6 - Exhibits		9
Signatures		10
Certifications
CEO Certification
CFO Certification
CEO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
CFO Certification Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Page 2 of 10

Part I - Financial Information

Item 1 - Financial Statements

Balance Sheets

(Balance Sheets as of September 30, 2010 and December 31, 2009)

ELEMENTAL PROTECTIVE COATING CORP.

(formerly DBL SENIOR CARE, INC.)

(A Development Stage Company)

Balance Sheets

	September 30, 2010			December 31, 2009
	(Unaudited)
ASSETS

Current assets
Cash	$	-		$	37
Total current assets		-			37

Intangible assets		-			4,970,833

Total assets	$	-		$	4,970,870

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	11,332		$	8,430
Related party payable		5,324			-
Wages payable		105,000			-
Notes payable		6,000			6,000
Total current liabilities		127,656			14,430

Convertible note payable		-			5,000,000
Accrued interest		-			34,521

Total liabilities		127,656			5,048,951

Stockholders' deficit
Preferred stock, $.001 par value; 5,000,000 shares authorized, no shares issued or outstanding		-			-
Common stock, $.001 par value; 275,000,000 shares authorized; 13,300,000 issued and outstanding at September 30, 2010 and December 31, 2009		13,300			13,300
Additional paid in capital		78,010			78,010
Deficit accumulated during the development stage		(218,966	)		(169,391	)
Total stockholders' deficit		(127,656	)		(78,081	)

Total liabilities and stockholders' deficit	$	-		$	4,970,870

See accompanying notes to financial statements

Page 3 of 10

Statements of Operations

(Statements of Operations for the three and nine months ended September 30, 2010 and 2009 and the period of January 17, 2007 (Inception) to September 30, 2010)

ELEMENTAL PROTECTIVE COATING CORP.

(formerly DBL SENIOR CARE, INC.)

(A Development Stage Company)

Statement of Operations (unaudited)

													For the period from
													January 17, 2007
	Three months ended September 30,						Nine months ended September 30,						(inception) to
	2010			2009			2010			2009			September 30, 2010

Revenue	$	-		$	-		$	-		$	-		$	-

Operating expenses
Amortization		-			-			86,806			-			115,973
General and administrative		619			3,194			1,005			11,282			11,499
Officer compensation		105,000			-			105,000			-			105,000
Professional fees		6,258			-			7,258			-			57,508
Total operating expenses		111,877			3,194			200,069			11,282			289,980

Other income (expense)
Other income		-			-			-			-			41
Extraordinary gain		-			-			253,634			-			253,634
Interest expense		-			-			(103,140	)		-			(137,661	)
Total other income (expense)		-			-			150,494			-			116,014

Net loss	$	(111,877	)	$	(3,194	)	$	(49,575	)	$	(11,282	)	$	(173,966	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average shares outstanding		13,300,000			56,300,000			13,300,000			56,300,000

See accompanying notes to financial statements

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Statements of Cash Flows

(Statements of Cash Flows for the nine months ended September 30, 2010 and 2009 and the period of January 17, 2007 (Inception) to September 30, 2010)

ELEMENTAL PROTECTIVE COATING CORP.

(formerly DBL SENIOR CARE, INC.)

(A Development Stage Company)

Statements of Cash Flows (unaudited)

							For the period of
							January 17, 2007
	Nine months ended September 30,						(inception) to
	2010			2009			September 30, 2010
Cash flows from operating activities
Net loss	$	(49,575	)	$	(11,282	)	$	(173,966	)
Adjustments to reconcile net loss to net cash used in operating activities
Amortization expense		86,806			-			115,973
Extraordinary gain		(253,634	)		-			(253,634	)
Interest on convertible note		103,140			-			137,661
Changes in operating assets and liabilities
Accounts payable and accrued liabilities		2,902			7,500			11,332
Wages payable		105,000			-			105,000
Net cash used in operating activities		(5,361	)		(3,782	)		(57,634	)

Net cash used in investing activities		-			-			-

Cash flows from financing activities
Proceeds from related party loans		5,324			-			5,324
Proceeds from note payable		-			3,710			6,000
Contributed capital		-			100			10,010
Proceeds from sale of stock		-			-			36,500
Payment on cancelled shares		-			-			(200	)
Net cash provided by financing activities		5,324			3,810			57,634

(Decrease) increase in cash		(37	)		28			-
Cash at beginning of period		37			33			-
Cash at end of period	$	-		$	61		$	-

Supplemental Cash Flow Information:
Cash paid for interest	$	-		$	-		$	-
Cash paid for income taxes	$	-		$	-		$	-

See accompanying notes to financial statements

Page 5 of 10

Notes to the Unaudited Financial Statements

For the Three and Nine Months Ended September 30, 2010 and 2009 and the Period of January 17, 2007 (Inception) to September 30, 2010

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

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, 2009 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.

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

Note 2 - Condensed Financial Statements

The accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2010, and for all periods presented herein, have been made.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s December 31, 2009 audited financial statements. The results of operations for the periods ended September 30, 2010 and 2009 are not necessarily indicative of the operating results for the full years.

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.

Page 6 of 10

In order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that the Company will be successful in accomplishing any of its plans.

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.

Note 4 - History and Organization of the Company

The Company was organized on January 17, 2007 (Date of Inception) under the laws of the State of Nevada, as DBL Senior Care, Inc. The Company was 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 Company has limited operations and in accordance with FASB ASC 915-10, "Development Stage Entities," the Company is considered a development stage company.

On December 11, 2009, the Company amended its articles of incorporation to change its name from DBL Senior Care, Inc. to Elemental Protective Coatings Corp.

The former business plan of the Company was to provide personal care services to elderly, handicapped or other home-bound individuals suffering infirmity. During the year ended December 31, 2009, the board of directors changed the Company's focus toward the manufacture and sale of fire retardant products.

Note 5 - Accounting Policies

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.

Net Income (Loss) per Common Share

Net income (loss) per common share is provided in accordance with FASB ASC 260-10, "Earnings per Share". Basic net income (loss) per common share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per common share gives effect to all dilutive potential common shares outstanding during the period. Dilutive net loss per common share excludes all potential common shares if their effect is anti-dilutive.

Page 7 of 10

Recently Issued Accounting Pronouncements

Certain accounting pronouncements have been issued by the FASB and other standard setting organizations which are not yet effective and have not yet been adopted by the Company. The impact on the Company’s financial position and results of operations from adoption of these standards is not expected to be material.

Note 6 - Subsequent Events

On October 28, 2010 Gilles Trahan resigned from the Company and John Wilkes assumed all of Trahan's responsibilities.

On November 4, 2010 the Company agreed to issue 210,000,000 shares of its common stock to Lacey holdings limited, a B.V.I. corporation, in exchange for an exclusive worldwide license to utilize its proprietary “carbon credit” producing technology solutions. The shares were issued on the same day as payment of the $2,100,000 licensing fee.

On December 7, 2010, the Company signed a promissory note with a former officer for $72,247 which is the sum of salary owed plus expenses paid by the officer on behalf of the Company. Payments will be made in two installments with $40,000 being due on January 16, 2011 and $32,247 being due May 16, 2011. The note is non-interest bearing.

On December 15, 2010, upon approval of the shareholders of this corporation, the Company enacted a 9:1 reverse stock split and the Articles of Incorporation were amended and restated as follows:

ARTICLE 1. Name of the corporation: Bio-Carbon Solutions International.

Item 1A - Risk Factors

Not Applicable.

Item 2 - Management’s Discussion and Analysis

Plan of Operation

The Company intends to provide specialized advisory and value chain management services to clients who wish to participate in the carbon development market.

The Company’s participation may take place in three main forms:

Preparing necessary documentation and proof for registering carbon offsets specifically to meet the requirements of carbon trades from specific landholdings, working either on behalf of:

a) landowners intent on increasing revenues from their properties, or

b) emitters intent on meeting their regulatory requirements.

2) Providing carbon monitoring services in order to ensure that our clients’ projects are compliant in their reporting to various jurisdictions where their carbon offsets are registered.

3) Financing specific projects where the Company can forward sell carbon offsets to emitters or carbon brokerage firms.

Page 8 of 10

Mandatory carbon offsets are regulated through cap and trade mechanism. These are legislated regional or international arrangements where carbon emitters have the option to purchase carbon offsets from forested ecosystems to reduce their carbon footprints.

Offsets are generated from projects that are registered and accepted by authorities only after they meet a complex set of rules in terms of project baseline definition, eligibility of activities, carbon pool and sink modeling/accounting, demonstration of permanence, and strategies to manage the risk of reversal.

These rules vary from one jurisdiction to the other and are difficult to navigate for people unfamiliar with the entire value chain involved in carbon trading.

Similar to mandatory carbon offsets, voluntary carbon offsets must meet specific accounting rules in order to be credible in the marketplace.

Financial Condition

The Company begins its new business line relatively unencumbered with no appreciable plans for an increase in company expenses at this time.

Item 3 - Market Risk Disclosures

Not applicable at this time.

Item 4 - Controls

Not applicable at this time.

Part II - Other Information

Item 1 - Legal Proceedings

None.

Item 2a - Unregistered Sales of Equity Securities

Not applicable at this time.

Item 2b - Stockholder Matters

Not applicable at this time.

Item 2c - Issuer repurchases

Not applicable at this time.

Item 3 - Defaults Upon Senior Securities

None.

Item 4 - Results of Security Holder Vote

Not applicable at this time.

Item 5 - Other Information

None.

Item 6 - Exhibits

None.

Page 9 of 10

Signatures

In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant has caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized on the day of 23 December 2010.

By:/s/ John Wilkes, President and Chief Executive Officer

By:/s/ Martin Baldwin, Treasurer and Chief Financial Officer

Pursuant to the requirements of the Securities Act of l934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

By:/s/ John Wilkes, Director	23 December 2010

By:/s/ Martin Baldwin, Director	23 December 2010

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