UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


FORM SB-2


REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933


DBL Senior Care, Inc.

(Name of small business issuer in its charter)

 

Nevada

7299

20-8248213

(State or jurisdiction of incorporation or

organization)

(Primary Standard Industrial Classification

Code Number)

(I.R.S. Employer Identification No.)


925 Gardenia Circle

St. George, Utah 84790

(801) 615-1254

(Address and telephone number of principal executive offices)

 

925 Gardenia Circle

St. George, Utah 84790

(801) 615-1254

(Address of principal place of business or intended principal place of business)

 

Nascent Group, Inc.

1052 Las Palmas Entrada

Henderson, NV 89012

(702) 430-9166

(Name, address and telephone number of agent for service)

 

Copies to:

Wendy E. Miller, Esq.

2549B Eastbluff Dr. #437

Newport Beach, CA 92660

 

 

Approximate date of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective.

 

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [   ] _________________________________________________

 

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [   ]_________________________________________________

 

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act Registration Statement number of the earlier effective Registration Statement for the same offering. [   ] _________________________________________________

 

If delivery of the prospectus is expected to be made pursuant to Rule 434, check the following box. [   ]

 

If this Form is filed to register securities for an offering to be made on a continuous or delayed basis pursuant to Rule 415 under the Securities Act, please check the following box. [X]


CALCULATION OF REGISTRATION FEE


Tile of each class of

securities to be registered

Dollar amount to be

registered

Proposed maximum

offering price per share

Proposed maximum

aggregate offering price

Amount of

registration fee

Common Stock

$31,500.00

$0.05

$31,500.00

$1.24


The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.






Prospectus


DBL Senior Care, Inc.


630,000 Shares of Common Stock


DBL Senior Care, Inc. is registering an aggregate of 630,000 shares of its common stock that are to be sold, from time-to-time, by one or more of the selling stockholders.  The selling stockholders may only offer and sell common stock using this prospectus in transactions at a fixed offering price of $0.05 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at prevailing market prices, which may vary, or at privately negotiated prices.  The proceeds from the sale of the shares will go directly to the selling stockholders and will not be available to us.  The selling stockholders are listed under "Selling Security Holders" on page 9.  Prior to this offering, there has been no public market for our common stock.


INVESTMENT IN THE SHARES INVOLVES A HIGH DEGREE OF RISK.

SEE "RISK FACTORS" STARTING ON PAGE 6.


Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved these securities, or determined if this prospectus is truthful or complete.  Any representation to the contrary is a criminal offense.


 

Shares

Offered by

Shareholders

Offering Price

Underwriting Discounts &

Commissions

Proceeds to the Company

Per Share

1

$0.05

$0.00

$0

Total

630,000

$31,500.00

$0.00

$0

The information in this Prospectus is not complete and may be changed.  We may not sell these securities until the registration statement filed with the SEC becomes effective.  This Prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted or would be unlawful prior to registration or qualification under the securities laws of any such state.  

Resale transactions may not take place due to the absence of registration or applicable exemptions.  Apart from the States of Nevada and Utah, we have not made any determinations as to where such resale transactions may or may not occur.  Resale transactions in any States except Nevada and Utah require proper diligence on the part of the investor.

DBL Senior Care, Inc. does not plan to use this offering prospectus before the effective date.


The date of this Prospectus is January 9, 2008





 





TABLE OF CONTENTS


 

PAGE

PART I: INFORMATION REQUIRED IN PROSPECTUS

3

      Summary Information and Risk Factors

3

      Use of Proceeds

9

      Determination of Offering Price

9

      Selling Security Holders

9

      Plan of Distribution

10

      Legal Proceedings

11

      Directors, Executive Officers, Promoters and Control Persons

11

      Security Ownership of Certain Beneficial Owners and Management

12

      Description of Securities

13

      Interest of Named Experts and Counsel

15

      Disclosure of Commission Position of Indemnification for Securities Act Liabilities

15

      Organization Within Last Five Years

15

      Description of Business

15

      Management's Discussion and Plan of Operation

17

      Description of Property

19

      Certain Relationships and Related Transactions

19

      Market for Common Equity and Related Stockholder Matters

19

      Executive Compensation

20

      Financial Statements

21

      Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

33

PART II: INFORMATION NOT REQUIRED IN PROSPECTUS

35

      Indemnification of Directors and Officers

35

      Other Expenses of Issuance and Distribution

35

      Recent Sales of Unregistered Securities

35

      Exhibits

36

      Undertakings

36

 






PART I: INFORMATION REQUIRED IN PROSPECTUS


Summary Information and Risk Factors

The Company

DBL Senior Care, Inc. ("DBL" or the "Company") was incorporated in the State of Nevada on January 17, 2007.  DBL is a development stage company that plans to 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 seek to provide personal care and assistance that a sick or frail person would be unable to perform.  We are not a medical services company and will not perform any health care services or medical treatments on behalf of our potential clients.  

Since our inception on January 17, 2007 to September 30, 2007, we did not generate any revenues and have incurred a cumulative net loss of $5,004.  We believe that the $31,500 in funds received from unregistered sales of our common equity is sufficient to finance our efforts to become fully operational and carry us through the next at least 12 months.  The capital raised in this offering has been budgeted to establish our infrastructure and to become a fully reporting company.  Unfortunately, there can be no assurance that the actual expenses incurred will not materially exceed out estimates or that cash flows received from providing our care and assistance services will be adequate to maintain our business.  As a result, our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors' report to the financial statements included in the registration statement.

We are attempting to become fully operational.  Our primary goal for the next three to six months is to generate awareness of our brand and service offerings.  Our management plans to evaluate various traditional media outlets, such as print media, as well as attempting to foster a grass-roots marketing campaign.  To date, however, we have not developed or implemented any marketing strategies.

We currently have two officers and directors, Debbie Barnum and Darrin Barnum, both of whom also act as our employees on a part-time basis.

As of the date of this Prospectus, DBL has 5,630,000 shares of $0.001 par value common stock issued and outstanding.

DBL's administrative office is located at 925 Gardenia Circle, St. George, Utah 84790, telephone (801) 615-1254.

DBL's fiscal year end is December 31.

The Offering

The offering consists entirely of shares offered by the selling stockholders.  We are offering no shares.  The selling stockholders are offering 630,000 shares, or 11.2%, of our issued and outstanding common stock as soon as practicable after this Registration Statement becomes effective.  The selling shareholders will sell at a price of $0.05 cents per share until the shares are quoted on the OTC Bulletin Board ® or in another quotation medium and, thereafter, at prevailing market prices or privately negotiated prices.  To date, no effort has been made to obtain listing on the OTC Bulletin Board or any national stock exchange or association.  The company has not approached any broker/dealers with regard to assisting the company to apply for such listing.

Resale transactions may not take place due to the absence of registration or applicable exemptions.  Apart from the States of Nevada and Utah, we have not made any determinations as to where such resale transactions may or may not occur.  Resale transactions in any State except Nevada and Utah require proper diligence on the part of the investor.


The offering price of $0.05 for the common stock being registered for hereby is what the selling shareholders had paid for their shares.  


All proceeds from sales of shares by the selling stockholders will go directly to the selling stockholders and none will be available to DBL Senior Care, Inc.

 

3







DBL Senior Care, Inc. has agreed to pay all costs and expenses relating to the registration of its common stock, but the selling stockholders will be responsible for any related commissions, taxes, attorney's fees and related charges in connection with the offer and sale of the shares.  The selling stockholders may sell their common stock through one or more broker/dealers, and such broker/dealers may receive compensation in the form of commissions.


DBL's Transfer Agent is Pacific Stock Transfer, 500 E. Warm Springs Road, Suite 240, Las Vegas, Nevada 89123, phone (702) 361-3033.

Summary Financial Information

The summary financial data are derived from the historical financial statements of DBL.  This summary financial data should be read in conjunction with "Management's Discussion and Plan of Operations" as well as the historical financial statements and the related notes thereto, included elsewhere in this prospectus.

Balance Sheets Data


   

September 30,

   

2007

Assets

   

Cash and equivalents

$

31,696

Total assets

$

31,696

     

Liabilities and Stockholders' Equity (Deficit)

   

Stockholders' equity:

   

Common stock

$

5,630

Additional paid-in capital

 

31,070

(Deficit) accumulated during development stage

 

(5,004)

   

31,696

 

$

31,696

Statements of Operations Data


   

January 17, 2007

   

(Inception) to

   

September 30, 2007

     

Revenue

$

0

     

Expenses:

   

General and administrative expenses

 

5,045

Total expenses

 

5,045

     

Other income:

   

Other income

 

41

Total other income

 

41

     

Net (loss)

$

(5,004)

     

Weighted average common shares outstanding

 

5,150,703

     

Net loss per common shares outstanding

$

(0.00)

 

4






Risk Factors

Investment in the securities offered hereby involves certain risks and is suitable only for investors of substantial financial means.  Prospective investors should carefully consider the following risk factors in addition to the other information contained in this prospectus, before making an investment decision concerning the common stock.

INVESTORS MAY LOSE THEIR ENTIRE INVESTMENT IF DBL FAILS TO COMMENCE ITS PLANNED OPERATIONS.

DBL was formed in January 2007.  We have no yet commenced planned principal operations and, thus, have no demonstrable operations record on which you can evaluate the business and its prospects.  DBL's prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of development.  These risks include, without limitation, competition, the absence of ongoing revenue streams, inexperienced management and lack of brand recognition.  We cannot guarantee that we will be successful in accomplishing our objectives.  To date, we have not generated any revenues and we expect to continue to incur losses in the foreseeable future.  If DBL fails in its objective to provide personal care assistance to sick and elderly persons, we may be forced out of business, in which case investors may lose their entire investment.

OUR OFFICERS AND DIRECTORS WORK FOR US ON A PART-TIME BASIS AND HAVE NO EXPERIENCE IN MANAGING A PUBLIC COMPANY.  AS A RESULT, WE MAY BE UNABLE TO DEVELOP OUR BUSINESS AND MANAGE OUR PUBLIC REPORTING REQUIREMENTS.

Our operations depend on the efforts of Debbie Barnum, our President, Treasurer, director and employee, and Darrin Barnum, our Secretary, director and employee.  Both Mr. and Mrs. Barnum currently work for us on a part-time basis and expect to each devote approximately 10-20 hours per week to our business and are prepared to dedicate additional time to our operations, as needed.  Neither Mr. nor Mrs. Barnum have any experience related to public company management or as a principal accounting or principal financial officer and works for us only on a part-time basis.  Because of this, Mr. and Mrs. Barnum may be unable to develop our business and manage our public reporting requirements.  We cannot guarantee you that we will overcome any such obstacle, which may cause us to cease operations.

DBL MAY NOT BE ABLE TO ATTAIN PROFITABILITY WITHOUT ADDITIONAL FUNDING, WHICH MAY BE UNAVAILABLE.

We have limited capital resources and, since our inception, have incurred a net loss and experienced negative cash flows.  To date, we have funded our operations from the sale of equity securities and have not generated cash from our operations.  Although we believe we have enough capital to commence and continue our operations for the next approximately 12 months, unless we begin to generate sufficient revenues from providing our care and assistance services to finance operations as a going concern, we may experience liquidity and solvency problems.  Such liquidity and solvency problems may force us to go out of business if additional financing is not available.  We have no intention of liquidating.  In the event our cash resources are insufficient to continue operations, we intend to raise addition capital through offerings and sales of equity or debt securities.  In the event we are unable to raise sufficient funds, we will be forced to go out of business and will be forced to liquidate.  A possibility of such outcome presents a risk of complete loss of investment in our common stock.

DBL'S INDEPENDENT AUDITORS HAVE QUALIFIED THEIR REPORT TO EXPRESS SUBSTANTIAL DOUBT ABOUT OUR COMPANY'S ABILITY TO CONTINUE AS A GOING CONCERN.

DBL has yet to commence its planned principal operations.  As of the date of this Prospectus, DBL has had only limited start-up operations and generated no revenues.  Taking these facts into account, DBL's independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors' report to the financial statements included in the registration statement, of which this prospectus is a part.  If DBL's care and assistance business fails, our investors may face a complete loss of their investment.

 

5






BECAUSE OF COMPETITIVE PRESSURES FROM COMPETITORS WITH MORE RESOURCES MCI MAY FAIL TO IMPLEMENT ITS BUSINESS MODEL PROFITABLY.


We are entering a highly competitive market segment.  Our expected competitors include larger and more established companies.  To the best of our management's knowledge, some of our competitors include housekeeping services, personal concierges and other personal assistance and delivery services that range in size from sole proprietorships to national franchises, such as Merry Maids.  Generally, our competitors have longer operating histories, significantly greater financial and marketing resources, as well as greater name recognition.  Therefore, many of these competitors may be able to devote greater resources than we are capable of to attracting a larger base of clients and contractors.  Increased competition could result in lower than expected operating margins or loss of market share, any of which would materially and adversely affect our business, results of operation and financial condition.

OUR INTERNAL CONTROLS MAY BE INADEQUATE, WHICH COULD CAUSE OUR FINANCIAL REPORTING TO BE UNRELIABLE AND LEAD TO MISINFORMATION BEING DISSEMINATED TO THE PUBLIC.

Our management is responsible for establishing and maintaining adequate internal control over financial reporting.  As defined in Exchange Act Rule 13a-15(f), internal control over financial reporting is a process designed by, or under the supervision of, the principal executive and principal financial officer and effected by the 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 generally accepted accounting principles and includes those policies and procedures that: (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) 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.

CHANGES IN CONSUMER PREFERENCES COULD REDUCE DEMAND FOR OUR SERVICES.

Any change in the preferences of elderly and infirm persons, our primary target demographic, that we fail to anticipate could reduce the demand for our assistance and care services that we intend to provide.  Failure to anticipate and respond to changes in consumer preferences and demands could lead to, among other things, customer dissatisfaction, failure to attract demand for our services, inefficient advertising and marketing methods and lower profit margins.


IF WE ARE UNABLE TO ATTRACT EMPLOYEES OR THIRD PARTY CONSULTANTS, WE MAY BE UNABLE TO EXECUTE OUR PLANNED OPERATIONS.


Our business is to provide personalized care to typically elder or sick individuals that need assistance outside of medical treatment.  We will be significantly reliant upon our ability to attract and retain individuals who possess the skills, experience and patience necessary care for those in our target market.  We compete generally for personnel with temporary healthcare staffing companies and other temporary staffing agencies.  We must establish and continually expand a network of care providers to keep pace with the needs of those who may require our services.  We may be unable to recruit and maintain a sufficient core of individuals, decreasing the potential for growth of our business.  Without such individuals, we will be unable to execute our business plan.


OUR BUSINESS WILL SUFFER IF WE ARE UNABLE TO SECURE AND SATISFY DEMAND FOR OUR SERVICES.


We do not have long-term agreements or exclusive guaranteed contracts with any clients.  The success of our business depends upon our ability to continually secure new service requests and to fill those demands with professional care providers.  If we fail to maintain positive relationships with clients, we may be unable to generate new service requests and our business will be adversely affected.

 

6






IF WE WERE TO BECOME SUBJECT TO THE REGULATIONS GOVERNING HEALTHCARE PROVIDERS, WE MAY SUFFER PENALITIES, FINES AND/OR CEASE OPERATIONS.

Our management is not aware of any current or pending regulations or legislation that we are subject to.  We are a provider of non-medical care and assistance.  Although we do not purport to be a healthcare concern, there can be no assurance that certain actions or activities we may undertake will not be classified as medical-related.  The healthcare industry is subject to extensive and complex federal and state laws and regulations related to professional licensure, conduct of operations, payment for services and payment for referrals.  If we fail to abstain from medical or healthcare services, we may become subject to certain laws and regulations that are not skilled or licensed to perform under and we could suffer civil and/or criminal penalties or be subject to injunctions or cease and desist orders.


WE MAY BE LEGALLY LIABLE FOR DAMAGES RESULTING FROM MISTREATMENT OF OUR CLIENTS.


Because we are in the business of placing our employees or third party contractors in the homes and workplaces of elderly or infirm individuals, we may be subject to possible claims by our employees and contractors, alleging discrimination, sexual harassment, negligence and other similar activities.  In addition, we may become subject to claims related to torts or crimes committed by the professionals we seek to employ.  The cost of defending such claims, even if groundless, could be substantial and the associated negative publicity could adversely affect our ability to conduct business in the future.  We currently do not carry professional liability insurance to mitigate these risks.  If we are unable to obtain and maintain adequate insurance coverage at a reasonable cost, or if potential insurers deny coverage, we may be exposed to substantial liabilities that could force us out of business.  

 

PURCHASERS IN THIS OFFERING WILL HAVE LIMITED CONTROL OVER DECISION-MAKING BECAUSE THE PRINCIPAL STOCKHOLDERS, OFFICERS AND DIRECTORS OF DBL CONTROL THE MAJORITY OF OUTSTANDING STOCK IN MCI.

Our directors and executive officers beneficially own approximately 88.8% of the outstanding common stock.  This concentration of ownership limits the power to exercise control by the minority shareholders that will have purchased their stock in this offering.  As a result, this stockholder could exercise control over all matters requiring stockholder approval, including the election of directors and approval of significant corporate transactions.  In addition, the concentration of control may inhibit a change of control and may adversely affect the market price of our common stock, to the extent a market develops.

 

CONFLICTS OF INTEREST FACED BY THE TOP MANAGEMENT OF MCI MAY JEOPARDIZE THE BUSINESS CONTINUITY OF DBL.

Mr. and Mrs. Barnum, our officers and directors, may, in the future, become involved in other business opportunities.  If a specific business opportunity becomes available, our officers may face a conflict in selecting between DBL and their other business interests.  We do not believe that either Mr. or Mrs. Barnum will not consider entering a similar line of business as we conduct; however, there can be no assurance of this.  DBL has not formulated a policy for the resolution of such conflicts.

 

WE ARE DEPENDENT UPON OUR OFFICERS AND DIRECTORS, THE LOSS OF EITHER OR BOTH MAY FORCE US OUT OF BUSINESS.

The operations of DBL Senior Care, Inc. depend substantially on the skills and experience of Debbie Barnum and Darrin Barnum.  Without employment contracts, we may lose these individuals to other pursuits without sufficient warning and, consequently, go out of business.

THE COSTS AND EXPENSES OF SEC REPORTING AND COMPLIANCE MAY INHIBIT OUR OPERATIONS.

After the effectiveness of this registration statement, we will be subject to the reporting requirements of the Securities Exchange Act of 1934, as amended.  The costs of complying with such requirements may be substantial.  In the event we are unable to establish a base of operations that generates sufficient cash flows or cannot obtain additional equity or debt financing, the costs of maintaining our status as a reporting entity may inhibit out ability to continue our operations.

 

7






YOU MAY NOT BE ABLE TO SELL YOUR SHARES IN OUR COMPANY BECAUSE THERE IS NO PUBLIC MARKET FOR OUR STOCK.

There is no public market for our common stock.  Our common stock is currently held amongst a small community of shareholders.  Therefore, the current and potential market for our common stock is limited.  Although we expect to undertake steps that would create a publicly traded market for our stock, the liquidity of our shares may be severely limited.  DBL cannot guarantee that a meaningful trading market will develop.

If the stock ever becomes tradable, the trading price of DBL's common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control.  In addition, the stock market may experience extreme price and volume fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.

OUR COMMON STOCK MAY NOT BE TRANSFERRABLE WITHOUT MEETING SECURITIES REGISTRATION REQUIREMENTS OR EXEMPTION THEREFROM.

We have not blue skied our securities in any jurisdiction and have not identified any exemptions from registration.  As a result, investors in our common stock may have difficulty selling their shares unless they are able to register their shares or find an exemption therefrom.  Furthermore, broker-dealers may be unwilling or unable to act on behalf of investors in our common stock unless or until the shares are registered, or an applicable exemption from registration is identified, in certain states in which our common stock may be offered or sold.


INVESTORS MAY BE UNABLE TO SELL THEIR SHARES WITHOUT COMPLYING WITH "BLUE SKY" REGULATIONS.


Each state has its own securities laws, also known as blue sky laws, which, in part, regulates both the offer and sale of securities.  In most instances, offers or sales of a security must be registered or exempt from registration under these blue sky laws of the state or states in which the security is offered and sold.  The laws and filing or notification requirements tend to vary between and among states.  Sales by the selling shareholders may occur in Nevada and Utah.  Apart from the States of Nevada and Utah, we have not made any determinations as to where such resale transactions may or may not occur.  Resale transactions in any State except Nevada and Utah require proper diligence on the part of the investor.  Investors should consult an attorney or a licensed investment professional prior to delving into blue sky laws.  Failure to comply with applicable securities regulations may lead to fines or imprisonment.

 

INVESTORS MAY HAVE DIFFICULTY LIQUIDATING THEIR INVESTMENT BECAUSE MCI STOCK IS SUBJECT TO PENNY STOCK REGULATION.

The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks.  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).  The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the penny stock market.  The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules; the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These disclosure requirements may have the effect of reducing the level of trading activity in any secondary market for a stock that becomes subject to the penny stock rules, and accordingly, customers in Company securities may find it difficult to sell their securities, if at all.

 

8






Special Note Regarding Forward-Looking Statements


This Prospectus contains forward-looking statements, including statements concerning possible or assumed future results of operations of DBL and those preceded by, followed by or that include the words "may," "should," "could," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," or "continue" or the negative of such terms and other comparable terminology.  Investors should understand that the factors described below, in addition to those discussed elsewhere in this document could affect our future results and could cause those results to differ materially from those expressed in such forward-looking statements.


Use of Proceeds


All of the shares being registered in this registration statement are issued and outstanding and held by the selling shareholders.  The selling security holders will receive the net proceeds from the resale of their shares.  We will not receive any of the proceeds from the sale of these shares, although we have agreed to pay the expenses related to the registration of such shares.


Determination of Offering Price


As there is no public market in the shares, we used the price of $0.05 per share, which is what the selling shareholders had paid for their shares, as the benchmark offering price.  The offering price of the common stock has been arbitrarily determined and bears no relationship to any objective criterion of value.  The price does not bear any relationship to our assets, book value, historical earnings or net worth.  The selling shareholders will sell at a price of $0.05 per share until the shares are quoted on the OTC Bulletin Board® or in another quotation medium and, thereafter, at prevailing market prices or at privately negotiated prices.  To date, no effort has been made to obtain listing on the OTC Bulletin Board or any national stock exchange or association.  The Company has not approached any broker/dealers with regard to assisting the Company to apply for such listing.


Selling Security Holders


The following table sets forth (i) the number of outstanding shares, beneficially owned by the selling stockholders prior to the offering; (ii) the aggregate number of shares offered by each such stockholder pursuant to this prospectus; and (iii) the amount and the percentage of the class to be owned by such security holder after the offering is complete:


Name of Owner of

Common Stock

Number of Shares

Owned before the

Offering (1)

Number of Shares

Offered by Selling

Shareholders

Number of Shares

Owned after the

Offering

Percentage of Shares

Owned after the

Offering (2)

         

Jeff Adams

10,000

10,000

0

0

Weston Adams

10,000

10,000

0

0

Douglas Albright

25,000

25,000

0

0

Dennis Barton

60,000

60,000

0

0

James Barton

60,000

60,000

0

0

Christian Bearnson

60,000

60,000

0

0

Scott Bleazard

10,000

10,000

0

0

Richard Guerin

60,000

60,000

0

0

Karl Hugh

20,000

20,000

0

0

John Jacobs, Jr.

60,000

60,000

0

0

Michael McLeod

5,000

5,000

0

0

Jamie McNolty

60,000

60,000

0

0

Janell Spriegel

10,000

10,000

0

0

Gregory Walker

10,000

10,000

0

0

Clint Waters

80,000

80,000

0

0

Robert J. and

       

   Marilyn C. Whitaker

40,000

40,000

0

0

Robert B. Whitaker

40,000

40,000

0

0

Anthony F. and Laurie

       

   A. Wright 2006

       

   Family Trust (3)

10,000

10,000

0

0

         
         

Total (18 persons)

630,000

630,000

0

0.00%

         


9






Footnotes:

1.

In August 2007, we sold 630,000 shares of our common stock to the eighteen aforementioned 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.

2.

Assumes the offering of all 630,000 offered in this prospectus.

3.

Anthony Wright is the trustee of the Anthony F. and Laurie A. Wright 2006 Family Trust.


None of the selling stockholders has been affiliated with DBL Senior Care, Inc. in any capacity in the past three years.

None of the selling stockholders is a broker/dealer nor an affiliate of a broker/dealer.


Plan of Distribution


There is no public market for our common stock.  Our common stock is currently held amongst a small community of shareholders.  Therefore, the current and potential market for our common stock is limited and the liquidity of our shares may be severely limited.  To date, we have made no effort to obtain listing or quotation of our securities on a national stock exchange or association.  We have not identified or approached any broker/dealers with regard to assisting us apply for such listing.  We are unable to estimate when we expect to undertake this endeavor.  In the absence of being listed, no market is available for investors in our common stock to sell their shares.  We cannot guarantee that a meaningful trading market will develop.  DBL Senior Care, Inc. cannot guarantee that a meaningful trading market will develop.


If the stock ever becomes tradable, the trading price of our common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond our control.  As a result, investors may be unable to sell their shares at or greater than the price they are being offered at.


The selling stockholders may only offer and sell, from time to time, common stock using this prospectus in transactions at a fixed offering price of $0.05 per share until a trading market develops in our common stock, at which time the selling stockholders may sell shares at market prices, which may vary, or at negotiated prices.  The selling stockholders may use broker/dealers to sell their shares.  The broker/dealers will either receive discounts or commissions from the selling stockholders, or they will receive commissions from purchasers of shares.


The selling stockholders may transfer the shares by means of gifts, donations and contributions.  This prospectus may be used by the recipients of such gifts, donations and contributions to offer and sell the shares received by them, directly or through brokers, dealers or agents and in private or public transactions; however, if sales pursuant to this prospectus by any such recipient could exceed 500 shares, than a prospectus supplement would need to be filed pursuant to Section 424(b)(3) of the Securities Act to identify the recipient as a Selling Stockholder and disclose any other relevant information.  Such prospectus supplement would be required to be delivered, together with this prospectus, to any purchaser of such shares.


The selling stockholders may offer their shares at various times in one or more of the following transactions:


1.

In the over-the-counter market;


2.

On any exchange on which the shares may hereafter be listed;


3.

In negotiated transactions other than on such exchanges;


4.

By pledge to secure debts and other obligations;

 

10







5.

In connection with the writing of non-traded and exchange-traded call options, in hedge transactions, in covering previously established short positions and in settlement of other transactions in standardized or over-the-counter options; or


6.

In a combination of any of the above transactions.


Some of the selling stockholders may be eligible and may elect to sell some or all of their shares pursuant to additional exemptions to the registration requirements of the Securities Act, including but not limited to, Rule 144 promulgated under the Securities Act, rather than pursuant to this Registration Statement.


Under certain circumstances the selling stockholders and any broker/dealers that participate in the distribution may be deemed to be "underwriters" within the meaning of the Securities Act.  Any commissions received by such broker/dealers and any profits realized on the resale of shares by them may be considered underwriting discounts and commissions under the Securities Act.  The selling stockholders may agree to indemnify such broker/dealers against certain liabilities, including liabilities under the Securities Act.


The selling stockholders will also be subject to applicable provisions of the Exchange Act and regulations under the Exchange Act, which may limit the timing of purchases and sales of the shares by the selling stockholders.  Furthermore, under Regulation M under the Exchange Act, any person engaged in the distribution or the resale of shares may not simultaneously engage in market making activities with respect to our common stock for a period of two business days prior to the commencement of such distribution.  All of the above may affect the marketability of the securities and the availability of any person or entity to engage in market-making activities with respect to our common stock.


The selling stockholders will pay all commissions, transfer fees, and other expenses associated with the sale of securities by them.  The shares offered hereby are being registered by us, and we have paid the expenses of the preparation of this prospectus.  We have not made any underwriting arrangements with respect to the sale of shares offered hereby.


We do not intend to engage in any distribution efforts on behalf of any of the holders of our common stock other than providing for registration of the securities registered for sale with the U.S. Securities and Exchange Commission.


Each of the selling stockholders is acting independently of us in making decisions with respect to the timing, price, manner and size of each with the distribution of the shares.  There is no assurance, therefore, that the selling stockholders will sell any or all of the shares.  In connection with the offer and sale of the shares, we have agreed to make available to the selling stockholders copies of this prospectus and any applicable prospectus supplement and have informed the selling stockholders of the need to deliver copies of this prospectus and any applicable prospectus supplement to purchasers at or prior to the time of any sale of the shares offered hereby.


Legal Proceedings


Our officers, employees and directors have not been convicted in a criminal proceeding, exclusive of traffic violations.


Our officers, employees and directors have not been permanently or temporarily enjoined, barred, suspended or otherwise limited from involvement in any type of business, securities or banking activities.


Our officers, employees and directors have not been convicted of violating a federal or state securities or commodities law.


There are no pending legal proceedings against us.


No director, officer, significant employee or consultant of DBL Senior Care, Inc. has had any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.

 

11






Directors, Executive Officers, Promoters and Control Persons.

Directors, Executive Officers, Promoters and Control Persons

DBL Senior Care, Inc.'s directors were elected by the stockholders to a term of one (1) year and serves until his successor is elected and qualified.  The officers were appointed by the Board of Directors to a term of one (1) year and serves until their successors are duly elected and qualified, or until they are removed from office.  We are authorized to appoint not less than one, without limitation to the maximum amount of individuals, director to the Board of Directors.  We currently have no plans for adding any additional directors to our board.  The Board of Directors has no nominating, auditing or compensation committees.


The following table sets forth certain information regarding our executive officers and directors as of the date of this Prospectus:


Name

Position

Period of Service (1)

     

Debbie Barnum (2)

President, Treasurer, CEO and Director

January 2007 - 2008

     

Darrin Barnum (2)

Secretary and Director

January 2007 - 2008


Notes:


1.

All directors will hold office until the next annual meeting of the stockholders, which shall be held in January of 2008, and until successors have been elected and qualified.  Our officers were appointed by the Board of Directors and will hold office until they resigns or are removed from office.


2.

The officers and directors of DBL Senior Care have obligations to entities other than the Company.  The Company expects each individual to spend approximately not less than 10 hours per week on the Company's business affairs, or as needed.  At the date of this prospectus, we are not engaged in any transactions, either directly or indirectly, with any persons or organizations considered promoters.

Background of Directors, Executive Officers, Promoters and Control Persons


Debbie Barnum, President :  Between 1997 and 2000, Mrs. Barnum performed a number of duties, beginning as a cashier and increasing in responsibility to accounting, customer service manager and eventually as department manager.  From 2000 to 2003, as a sole proprietor she cared for and assisted elderly persons in the capacities that DBL Senior Care seeks to provide.  She provided companionship, prepared meals, transportation and ran general errands, as necessary.  From 2003 to 2005, Mrs. Barnum was a high limit host at Atlantis Casino and Resort, where she provided individualized guest services and other complementary duties.  In 2005, she returned to providing care to the elderly and infirm as a sole proprietor, and continues to do so today.  Mrs. Barnum is responsible for a comprehensive range of responsibilities as a caregiver.


Darrin Barnum, Secretary :  Mr. Barnum has served as an assistant manager at Wal-Mart from 1993 through the present.  His responsibilities include, without limitation, supervising approximately 40 associates at any given time, as well as manage the daily operations of the store.  In December 2006, Mr. Barnum joined his wife, Debbie Barnum, the President of DBL Senior Care, in the elderly care business.  

Family Relationships


Debbie Barnum and Darrin Barnum are married.

 

12






Security Ownership of Certain Beneficial Owners and Management


The following table sets forth certain information as of the date of this offering with respect to the beneficial ownership of DBL Senior Care, Inc.'s common stock by all persons known by DBL to be beneficial owners of more than 5% of any such outstanding classes, and by each director and executive officer, and by all officers and directors as a group.  Unless otherwise specified, the named beneficial owner has, to our knowledge, either sole or majority voting and investment power.


Title Of

Class

Name, Title and Address of Beneficial Owner of Shares (1)

Amount of

Beneficial

Ownership (2)

Percent of Class

Before

Offering

After

Offering (3)

         

Common

Debbie Barnum, President and Director

2,500,000

44.4%

44.4%

         

Common

Darrin Barnum, President and Director

2,500,000

44.4%

44.4%

         
 

All Directors and Officers as a group (2 persons)

5,000,000

88.8%

88.8%

Notes:

1.

The address of each executive officer and director is c/o DBL Senior Care, Inc., 925 Gardenia Circle, St. George, Utah 84790.

2.

As used in this table, "beneficial ownership" means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of a security).

3.

Assumes the sale of the maximum amount of this offering (630,000 shares of common stock) by the selling stockholders.  The aggregate amount of shares to be issued and outstanding assuming a maximum offering is 5,630,000.


Description of Securities

DBL Senior Care, Inc.'s authorized capital stock consists of 70,000,000 shares of common stock, having a $0.001 par value, and 5,000,000 shares of preferred stock, having a $0.001 par value.

The holders of DBL's common stock:


1.

Have equal ratable rights to dividends from funds legally available therefor, when, as and if declared by our Board of Directors;


2.

Are entitled to share ratably in all of our assets available for distribution to holders of common stock upon liquidation, dissolution or winding up of our affairs;


3.

Do not have preemptive, subscription or conversion rights and there are no redemption or sinking fund provisions or rights; and


4.

Are entitled to one vote per share on all matters on which stockholders may vote.


All shares of common stock now outstanding are fully paid for and non assessable and all shares of common stock which are the subject of this offering, when issued, will be fully paid for and non assessable.


The SEC has adopted rules that regulate broker/dealer practices in connection with transactions in penny stocks.  Penny stocks generally are equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the Nasdaq system, provided that current price and volume information with respect to transactions in such securities is provided by the exchange system).  The penny stock rules require a broker/dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document prepared by the SEC that provides information about penny stocks and the nature and level of risks in the

 

13






penny stock market.  The broker/dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker/dealer, and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer's account.  In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from such rules, the broker/dealer must make a special written determination that a penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction.  These heightened disclosure requirements may have the effect of reducing the number of broker/dealers willing to make a market in our shares, reducing the level of trading activity in any secondary market that may develop for our shares, and accordingly, customers in our securities may find it difficult to sell their securities, if at all.


We have no current plans to neither issue any preferred stock nor adopt any series, preferences or other classification of preferred stock.  The Board of Directors is authorized to (i) provide for the issuance of shares of the authorized preferred stock in series and (ii) by filing a certificate pursuant to the law of Nevada, to establish from time to time the number of shares to be included in each such series and to fix the designation, powers, preferences and rights of the shares of each such series and the qualifications, limitations or restrictions thereof, all without any further vote or action by the stockholders.  Any shares of issued preferred stock would have priority over the common stock with respect to dividend or liquidation rights.  Any future issuance of preferred stock may have the effect of delaying, deferring or preventing a change in control of our Company without further action by the stockholders and may adversely affect the voting and other rights of the holders of common stock.  


The issuance of shares of preferred stock, or the issuance of rights to purchase such shares, could be used to discourage an unsolicited acquisition proposal.  For instance, the issuance of a series of preferred stock might impede a business combination by including class voting rights that would enable the holder to block such a transaction, or facilitate a business combination by including voting rights that would provide a required percentage vote of the stockholders.  In addition, under certain circumstances, the issuance of preferred stock could adversely affect the voting power of the holders of the common stock.  Although the Board of Directors is required to make any determination to issue such stock based on its judgment as to the best interests of our stockholders, the Board of Directors could act in a manner that would discourage an acquisition attempt or other transaction that potentially some, or a majority, of the stockholders might believe to be in their best interests or in which stockholders might receive a premium for their stock over the then market price of such stock.  The Board of Directors does not at present intend to seek stockholder approval prior to any issuance of currently authorized stock, unless otherwise required by law or stock exchange rules.

Non-Cumulative Voting

Holders of shares of DBL Senior Care, Inc.'s common stock do not have cumulative voting rights, which means that the holders of more than 50% of the outstanding shares, voting for the election of directors, can elect all of the directors to be elected, if they so choose, and, in such event, the holders of the remaining shares will not be able to elect any of DBL's directors.

Cash Dividends

As of the date of this Prospectus, DBL Senior Care, Inc. has not paid any cash dividends to stockholders.  The declaration of any future cash dividend will be at the discretion of DBL's board of directors and will depend upon DBL's earnings, if any, capital requirements and financial position, general economic conditions, and other pertinent conditions.  It is the present intention of DBL not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in DBL's business operations.

Reports

1.

After this offering, DBL Senior Care, Inc. will furnish its shareholders with audited annual financial reports certified by DBL's independent accountants.

2.

After this offering, DBL will file periodic and current reports required by the Securities Exchange Act of 1934 with the Securities and Exchange Commission to maintain the fully reporting status.

3.

The public may read and copy any materials DBL files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Our SEC filings will be available on the SEC Internet site, located at http://www.sec.gov.

 

14






Interest of Named Experts and Counsel


Legal Matters


The validity of the shares of common stock that we are registering hereby will be passed upon for us by Wendy E. Miller, Esq., Newport Beach, California, who holds no interest in our common stock.


Experts


Moore & Associates, LLC independent registered public accounting firm, have audited our financial statements at September 30, 2007, as set forth in their report.  We have included our financial statements in this prospectus and elsewhere in the registration statement in reliance on Moore & Associates, LLC's report, given on their authority as experts in accounting and auditing.


Disclosure of Commission Position of Indemnification for Securities Act Liabilities

Indemnification of Directors and Officers

DBL Senior Care, Inc.'s Articles of Incorporation, its Bylaws, and certain statutes provide for the indemnification of a present or former director or officer.  See Item 24 "Indemnification of Directors and Officers."

The Securities and Exchange Commission's Policy on Indemnification

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and controlling persons of the Registrant pursuant to any provisions contained in its Certificate of Incorporation, or Bylaws, or otherwise, the Registrant has been advised that, in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.


Organization Within Last Five Years

DBL Senior Care, Inc. was incorporated in Nevada on January 17, 2007.  

Please see "Recent Sales of Unregistered Securities" on page 35 for our capitalization history.


Description of Business

Business Development and Summary

DBL Senior Care, Inc. was incorporated in the State of Nevada on January 17, 2007.  We are a development stage company with the goal of providing care, assistance and companionship to elderly, infirm or other home-bound individuals.  We have initiated our development and start-up activities, but have not yet commenced planned principal operations.  As of the date of this prospectus, we have generated no revenues.  

Our administrative office is located at 925 Gardenia Circle, St. George, Utah 84790.

Our fiscal year end is December 31.

 

15






Business of Issuer

Principal Services and Principal Markets

We plan to 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, intend to provide any health or medical-related service, or to replace or supplement medical personnel.  Instead, it is our objective to provide general personal services when family and friends cannot and that medical care-givers will not.  Initially, we plan to focus our efforts on the Southern Utah and Southern Nevada areas, as our base of operations is located nearby.

We believe it is important that the persons we employ or contract to perform services on our behalf are personable, patient and able to provide a high level of customer care and assistance.  We plan to ensure the professionals we hire are drug tested and thoroughly screened, through the performance of background and work reference checks, to screen applicants for any criminal activity and drug abuse.  Our management will undertake all screening, hiring and placement activities.  We then plan to be able to provide potential clients, upon request, with profiles of possible candidates that include a synopsis of their educational background and prior work experience.  

Distribution Methods of the Services


We are currently in the process of establishing a base of operations as a personal care provider.  We have no methods of distribution in place, nor have we begun to provide services to any customer.  While we have no methods of distribution in place, we believe we will need to focus on recruiting individuals to provide our services to prospective customers.

Industry background and competition


We are a small, start-up company that has not generated any revenues and lacks a base of both clients and personal care providers.  We compete primarily against companies that specialize in providing personal care to individuals, such as personal concierges, housekeepers and personal assistants.  There are approximately 8 companies in the Southern Nevada and Southern Utah regions providing services that significantly overlap those we intend to provide.  All of our competitors have longer operating histories, established client relationships and greater financial, management and marketing resources than we do.  More established firms have a greater supply of available employees and contractors, substantial word-of-mouth referrals and established brand names, enabling them to attract a consistent flow of new customers and employees.  


To the extent competitors seek to gain or retain market share by reducing prices or increasing marketing efforts, we could lose revenues or clients and our margins would therefore decline, which could seriously harm our operating results.  

Effect of existing or probable government regulations

Our management is not aware of any existing or probable government regulations that would have a material effect on our business.  

We are a personal services company and not a healthcare concern.  The healthcare industry is subject to extensive and complex federal and state laws and regulations relating to professional licensure, conduct of operations, payment for services and payment for referrals.  We do not intend to provide medical services and therefore believe our business is not directly impacted by or subject to the laws and regulations that generally govern the healthcare industry.

 

16






Number of total employees and number of full time employees


We are currently in the development stage.  During the development stage, we plan to rely exclusively on the services of Debbie and Darrin Barnum, our officers and directors, to set up our business operations.  Mr. Darrin Barnum currently works for us on a part-time basis and expects to devote approximately 20 hours per week to our business.  Mrs. Debbie Barnum is currently dedicated to our efforts on a full-time basis.  There are no other full- or part-time employees.  There are no other full- or part-time employees.  


We plan to hire individuals to assist us in providing our personal services to potential customers.  These persons will be paid on a per job basis and will be considered independent contractors.  We do not intend to enter into any employment agreements with any of these professionals.  Thus, these persons are not intended to be employees of our company.

Reports to Security Holders


1.

After this offering, we will furnish our shareholders with audited annual financial reports certified by our independent accountants.


2.

After this offering, we will file periodic and current reports, which are required in accordance with Section 15(d) of the Securities Act of 1933, with the Securities and Exchange Commission to maintain the fully reporting status.


3.

The public may read and copy any materials DBL Senior Care, Inc. files with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Washington, D.C. 20002.  The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.  Our SEC filings will be available on the SEC Internet site, located at http://www.sec.gov.

Management's Discussion and Plan of Operation

This section must be read in conjunction with the Audited Financial Statements included in this Prospectus.

Management's Discussion and Plan of Operation


DBL Senior Care, Inc. was incorporated in Nevada on January 17, 2007.  We are a startup and have not yet realized any revenues.  Our efforts have focused primarily on the development and implementation of our business plan.  No development related expenses have been or will be paid to our affiliates.


During the period from our inception to September 30, 2007, we did not generate any revenues, and incurred a net loss of $5,004, attributable to $5,045 in general and administrative expenses related to the cost of developmental activities and other income of $41 related to the reversal of bank fees.


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


Our independent auditors have expressed substantial doubt about our ability to continue as a going concern in the independent auditors' report to the financial statements included in this registration statement.  If our business fails, our investors may face a complete loss of their investment.


At the time of incorporation, we had limited to no operations and no funds with which to finance our operations.  As a result, since our incorporation, we have raised capital through private sales of our common equity, as follows:


1.

On January 17, 2007, we sold 5,000,000 shares of our common stock to our two founders, both of whom serve as our officers and directors.  At the time of the issuance, the full subscription price was not received, and thus the transaction was classified as a subscriptions receivable for $5,000.  As of February 2, 2007, the entire subscription amount of $5,000 was collected.  


2.

In July 2007, an officer and director donated $200 in cash, which amount is not expected to be repaid.  

 

17







3.

On August 6, 2007, we completed a private placement of our common stock, pursuant to Regulation D, Rule 505, whereby we sold 630,000 shares of our common stock for total cash proceeds of $31,500.  Prior to, and up to the time of this offering, our operations were minimal and limited to forming our corporate identity, obtaining seed capital through sales of our equity, establishing our corporate hierarchy and began pursuit of our primary business plan.


As of September 30, 2007, we had $31,696 of cash on hand, which we believe is sufficient to continue our operations for the next at least 12 months.  Our management believes these funds are sufficient to implement our planned strategies and establish a base of operations over the next 12 months.  However, if our expenses are greater than anticipated and we do not generate sufficient cash flow to support our operations over the next nine to 12 months, we may need to raise further capital by issuing capital stock or debt securities in exchange for cash in order to continue as a going concern.  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 as a going concern.


As of the date of this registration statement we are a development stage company with no revenues and a limited operational history.  Our business goal is to provide services to elderly or infirm individuals who desire personal, non-medical, assistance.  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 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.  Our management estimates our budget for these advertising methods is approximately $7,500.  In addition, we intend to stimulate a grass-roots marketing campaign by attending community, church and local gatherings.  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.  To date, we have not developed or implemented any marketing strategy.


Our officers and directors recognize that we are required to continuously file reports with the SEC and any exchange we may be listed on, and understand the resultant increased costs of being a public reporting company.  As a result, we expect to incur approximately $10,000 in accounting fees and about $5,000 in legal and professional expenses related to being a public reporting company over the next 12 months.  Although our officers and directors have no specific experience managing a public company, we believe these funds will be sufficient to maintain our status as a reporting company with the SEC.  


We cannot predict the stability of current or projected overhead or that we will generate sufficient revenues to maintain our operations without the need for additional capital.  If we do not generate sufficient cash flow to support our operations over the next 12 months, or if our overhead increases substantially, we may need to raise additional capital by issuing capital stock in exchange for cash in order to continue as a going concern.  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 as a going concern.


As of the date of the registration statement, we have no plans to perform any product research and development in the near term.  There are no expected purchases of plant or significant equipment.  Also, there are no plans to hire additional personnel in the near term.


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


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 management does not expect to incur research and development costs.


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.

 

18







Off-Balance Sheet Arrangements


We do not have any off-balance sheet arrangements.

Description of Property

DBL Senior Care, Inc. uses office space at 925 Gardenia Circle, St. George, UT 84790.  Mr. and Mrs. Barnum, our directors, executive officers and shareholders, are providing the office space at no charge to us.  We believe that this arrangement is suitable given that our current operations are primarily administrative.  We also believe that we will not need to lease additional administrative offices for at least the next 12 months.  There are currently no proposed programs for the renovation, improvement or development of the facilities we currently use.


Our management does not currently have policies regarding the acquisition or sale of real estate assets primarily for possible capital gain or primarily for income.  We do not presently hold any investments or interests in real estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate activities.

Certain Relationships and Related Transactions

On January 17, 2007, we issued 5,000,000 shares of its par value common stock as founders' shares to Debbie Barnum and Darrin Barnum, both of whom are 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 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.

DBL uses office space and services provided without charge by Mr. Darrin Barnum and Mrs. Debbie Barnum, our directors and shareholders.

Market for Common Equity and Related Stockholder Matters

Market Information

As of the date of this Prospectus, there is no public market in our common stock.

As of the date of this Prospectus,


1.

There are no outstanding options of warrants to purchase, or other instruments convertible into, common equity of DBL Senior Care, Inc.;


2.

There are currently 5,000,000 shares of our common stock held by Debbie Barnum and Darrin Barnum, our officers, directors and employees, that are ineligible to be sold pursuant to Rule 144 under the Securities Act, none of which we have agreed to register for sale;


3.

In the future, all 5,000,000 shares of common stock not registered under this Prospectus will be eligible for sale pursuant to Rule 144 under the Securities Act;


4.

Other than the stock registered under this Registration Statement, there is no stock that has been proposed to be publicly offered resulting in dilution to current shareholders.

Holders

As of the date of this Prospectus, DBL Senior Care, Inc. has 5,630,000 shares of $0.001 par value common stock issued and outstanding held by twenty shareholders of record.  DBL's Transfer Agent is Pacific Stock Transfer, 500 E. Warm Springs Road, Suite 240 Las Vegas, Nevada  89123, phone (702) 361-3033.

 

19






Dividends

DBL Senior Care, Inc. has never declared or paid any cash dividends on its common stock.  For the foreseeable future, DBL intends to retain any earnings to finance the development and expansion of its business, and it does not anticipate paying any cash dividends on its common stock.  Any future determination to pay dividends will be at the discretion of the Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of operations, capital requirements, contractual restrictions, business prospects and other factors that the board of directors considers relevant.

Executive Compensation


Summary Compensation Table

 
 

Annual Compensation

 

Long-Term Compensation

Name and

Principal Position

Year

Salary

($)

Bonus

($)

Other

Annual

Compen-

sation

($)

Restricted

Stock

Awards

($)

Securities

Underlying

Options (#)

LTIP

Payouts

($)

All

Other

Compen-

sation

($)

                 

Debbie Barnum

2007

0

0

0

0

0

0

0

President

               
                 

Darrin Barnum

2007

0

0

0

0

0

0

0

Secretary

               

Directors' Compensation


Our directors are not entitled to receive compensation for services rendered to us, or for each meeting attended except for reimbursement of out-of-pocket expenses.  We have no formal or informal arrangements or agreements to compensate our directors for services they provide as directors of our company.

Employment Contracts And Officers' Compensation


Since our incorporation, we have not paid any compensation to our officers, directors and employees.  We do not have employment agreements.  Any future compensation to be paid will be determined by our Board of Directors, and an employment agreement will be executed.  We do not currently have plans to pay any compensation until such time as we are cash flow positive.

Stock Option Plan And Other Long-Term Incentive Plan


We currently do not have existing or proposed option/SAR grants.



20






Financial Statements




DBL Senior Care, Inc.

(A Development Stage Company)


Audited Financial Statements















21







TABLE OF CONTENTS





 

PAGE

   

Independent Registered Public Accounting Firm Report

1

   

Balance Sheets

2

   

Statements of Operations

3

   

Statement of Changes in Stockholders' Equity

4

   

Statements of Cash Flows

5

   

Footnotes

6














22







MOORE & ASSOCIATES, CHARTERED

     ACCOUNTANTS AND ADVISORS

             PCAOB REGISTERED



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors

DBL Senior Care, Inc.



We have audited the accompanying balance sheet of DBL Senior Care, Inc. as of September 30, 2007, and the related statements of operations, stockholders' equity and cash flows from inception January 17, 2007 through September 30, 2007. These financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion on these financial statements based on our audits.  


We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.


In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of DBL Senior Care Inc. as of September 30, 2007 and the results of its operations and its cash flows from inception January 17, 2007, through September 30, 2007, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern.  As discussed in Note 3 to the financial statements, the Company's net losses of $5,004 as of September 30, 2007 and has had no sales which raises substantial doubt about its ability to continue as a going concern.  Management's plans concerning these matters are also described in Note 3.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



/s/ Moore & Associates, Chartered


Moore & Associates Chartered

Las Vegas, Nevada

November 15, 2007



2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501



F1


23






DBL Senior Care, Inc.

(a Development Stage Company)

Balance Sheet


   

September 30,

   

2007

     

Assets

   
     

Current assets:

   

Cash

$

31,696

Total current assets

 

31,696

     
 

$

31,696

     

Liabilities and Stockholders' Equity

   
     

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

 

5,630

Additional paid-in capital

 

31,070

(Deficit) accumulated during development stage

 

(5,004)

   

31,696

     
 

$

31,696




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


F2


24






DBL Senior Care, Inc.

(a Development Stage Company)

Statements of Operations


   

January 17, 2007

   

(Inception) to

   

September 30, 2007

     

Revenue

$

-

     

Expenses :

   

General and administrative expenses

 

5,045

Total expenses

 

5,045

     

Other income:

   

Other income

 

41

Total other income

 

41

     

(Loss) before provision for taxes

 

(5,004)

     

Provision for income taxes

 

-

     

Net (loss)

$

(5,004)

     

Weighted average number of

   

common shares outstanding - basic and fully diluted

 

5,150,703

     

Net (loss) per share-basic and fully diluted

$

(0.00)

     



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


F3

 

25






DBL Senior Care, Inc.

(a Development Stage Company)

Statement of Stockholders' Equity


           

(Deficit)

 
           

Accumulated

 
 

Common Stock

Additional

Common

 

During

Total

     

Paid-in

Stock

Subscriptions

Development

Stockholders'

 

Shares

Amount

Capital

Subscribed

Receivable

Stage

Equity

               

January 2007

             

  Subscriptions receivable

5,000,000

$-

$-

$5,000

$(5,000)

$-

$-

               

February 2007

             

  Founders shares

             

  issued for cash

-

5,000

-

(5,000)

5,000

-

5,000

               

July 2007

             

  Donated capital

-

-

200

-

-

-

200

               

August 2007

             

  Private placement

630,000

630

30,870

-

-

-

31,500

               

Net (loss)

             

  For the period January 17, 2007

             

  (inception) to September 30, 2007

-

-

-

-

-

(5,004)

(5,004)

               

Balance, September 30, 2007

5,000,000

$5,630

$31,070

$-

$-

$(5,004)

$31,696




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


F4

 

26






DBL Senior Care, Inc.

(a Development Stage Company)

Statements of Cash Flows


   

January 17, 2007

   

(Inception) to

   

September 30, 2007

Cash flows from operating activities

   

Net (loss)

$

(5,004)

Net cash (used) by operating activities

 

(5,004)

     

Cash flows from financing activities

   

   Donated capital

 

200

   Issuances of common stock

 

36,500

Net cash provided by financing activities

 

36,700

     

Net increase (decrease) in cash

 

31,696

Cash - beginning

 

-

Cash - ending

$

31,696

     

Supplemental disclosures:

   

   Interest paid

 

$-

   Income taxes paid

 

$-




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


F5


27






DBL Senior Care, Inc.

(a Development Stage Company)

Notes


Note 1 - 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 has had no operations and is considered a development stage company.  The business of the Company is to provide personal care services to elderly, handicapped or other home-bound individuals suffering infirmity.  The Company has no operations and in accordance with SFAS #7, the Company is considered a development stage company.  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


Note 2 - 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.


Cash and cash equivalents

The Company maintains a cash balance in a non-interest-bearing account that currently does not exceed federally insured limits.  For the purpose of the statements of cash flows, all highly liquid investments with an original maturity of three months or less are considered to be cash equivalents.  There were no cash equivalents as of September 30, 2007.


Equipment

Property and equipment are recorded at historical cost.  Minor additions and renewals are expensed in the year incurred.  Major additions and renewals are capitalized and depreciated over their estimated useful lives.  When property and equipment are retired or otherwise disposed of, the cost and accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the results of operations for the respective period.  The Company uses other depreciation methods (generally accelerated) for tax purposes where appropriate.  


Revenue recognition

The Company's revenue recognition policies are in compliance with Staff Accounting Bulletin (SAB) 104. Revenue is recognized when a formal arrangement exists, the price is fixed or determinable, all obligations have been performed pursuant to the terms of the formal arrangement and collectibility is reasonably assured.  The Company recognizes revenues on sales of its services, based on the terms of the customer agreement.  The customer agreement takes the form of either a contract or a customer purchase order and each provides information with respect to the service being sold and the sales price.  If the customer agreement does not have specific delivery or customer acceptance terms, revenue is recognized at the time the service is provided to the customer.


Management periodically evaluates the need for establishing a reserve for service warranty liability. As of September 30, 2007, management has concluded that neither a reserve for warranty liability is required.


Advertising costs

The Company expenses all costs of advertising as incurred.  There were no advertising costs included in selling, general and administrative expenses for the years ended September 30, 2007.


Impairment of long-lived assets

Long-lived assets held and used by the Company are reviewed for possible impairment whenever events or circumstances indicate the carrying amount of an asset may not be recoverable or is impaired.  No such impairments have been identified by management at September 30, 2007.


F6

 

28






DBL Senior Care, Inc.

(a Development Stage Company)

Notes


Note 2 - Accounting policies and procedures (continued)


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 EPS is computed by adding to the weighted average shares the dilutive effect if stock warrants were exercised into common stock.  For the period ended September 30, 2007, the denominator in the diluted EPS computation is the same as the denominator for basic EPS due to the anti-dilutive effect of the warrants on the Company's net loss.


Reporting on the costs of start-up activities

Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of Start-Up Activities," which provides guidance on the financial reporting of start-up costs and organizational costs, requires most costs of start-up activities and organizational costs to be expensed as incurred.  SOP 98-5 is effective for fiscal years beginning after December 15, 1998.  With the adoption of SOP 98-5, there has been little or no effect on the Company's financial statements.


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.


Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of September 30, 2007.  The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values.  Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.


Income Taxes

The Company follows Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes" ("SFAS No. 109") for recording the provision for income taxes.  Deferred tax assets and liabilities are computed based upon the difference between the financial statement and income tax basis of assets and liabilities using the enacted marginal tax rate applicable when the related asset or liability is expected to be realized or settled.  Deferred income tax expenses or benefits are based on the changes in the asset or liability each period.  If available evidence suggests that it is more likely than not that some portion or all of the deferred tax assets will not be realized, a valuation allowance is required to reduce the deferred tax assets to the amount that is more likely than not to be realized.  Future changes in such valuation allowance are included in the provision for deferred income taxes in the period of change.


Deferred income taxes may arise from temporary differences resulting from income and expense items reported for financial accounting and tax purposes in different periods.  Deferred taxes are classified as current or non-current, depending on the classification of assets and liabilities to which they relate.  Deferred taxes arising from temporary differences that are not related to an asset or liability are classified as current or non-current depending on the periods in which the temporary differences are expected to reverse.


General and administrative expenses

The significant components of general and administrative expenses consists of meals and entertainment expenses, legal and professional fees, outside services, office supplies, postage, and travel expenses.


Segment reporting

The Company follows Statement of Financial Accounting Standards No. 130, "Disclosures About Segments of an Enterprise and Related Information". The Company operates as a single segment and will evaluate additional segment disclosure requirements as it expands its operations.


F7

 

29






DBL Senior Care, Inc.

(a Development Stage Company)

Notes


Note 2 - Accounting policies and procedures (continued)


Dividends

The Company has not yet adopted any policy regarding payment of dividends.  No dividends have been paid or declared since inception.


Stock based compensation

In December 2004, the FASB issued SFAS No. 123 (revised 2004). Share-Based Payment, which is a revision of SFAS No. 123, Accounting for Stock-Based Compensation. SFAS No. 123(R) supersedes APB Opinion No. 25, Accounting for Stock Issued to Employees and amends SFAS No. 95, Statement of Cash Flows. Generally, the approach in SFAS No. 123(R) is similar to the approach described in SFAS No. 123. However, SFAS No. 123(R) requires all share-based payments to employees, including grants of employee stock options, to be recognized in the income statement based on their fair values. Pro forma disclosure is no longer an alternative. The new standard will be effective for the Company in the first interim or annual reporting period beginning after December 15, 2005. The Company has adopted this standard will and expects to have a material impact on its financial statements assuming employee stock options or awards are granted in the future.


Year end

The Company has adopted December 31 as its fiscal year end.


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 ($5,004) for the period from January 17, 2007 (inception) to September 30, 2007, and had no sales.  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 recently completed an offering of its equity securities to obtain operating capital.  In the event additional capital is required, the President of the Company has agreed to provide funds as a loan over the next twelve-month period, as may be required.  However, 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.


F8

 

30






DBL Senior Care, Inc.

(a Development Stage Company)

Notes


Note 4 - Income taxes


For the period ended September 30, 2007, the Company incurred net operating losses and, accordingly, no provision for income taxes has been recorded. In addition, no benefit for income taxes has been recorded due to the uncertainty of the realization of any tax assets. At September 30, 2007, the Company had approximately $5,004 of federal and state net operating losses. The net operating loss carryforwards, if not utilized, will begin to expire in 2027.


The components of the Company's deferred tax asset are as follows:


 

September 30, 2007

Deferred tax assets:

 

  Net operating loss carryforwards

5,004

    Total deferred tax assets

5,004

   

Net deferred tax assets before valuation allowance

5,004

Less: Valuation allowance

(5,004)

Net deferred tax assets

$          -0-


For financial reporting purposes, the Company has incurred a loss in each period since its inception. Based on the available objective evidence, including the Company's history of losses, management believes it is more likely than not that the net deferred tax assets will not be fully realizable. Accordingly, the Company provided for a full valuation allowance against its net deferred tax assets at September 30, 2007.


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.  


As of September 30, 2007, there have been no other issuances of common stock.


F9

 

31






DBL Senior Care, Inc.

(a Development Stage Company)

Notes


Note 6 - Related party transactions


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.


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.


F10


32






Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

None.







33






Dealer Prospectus Delivery Obligation

Prior to the expiration of ninety days after the effective date of this registration statement or prior to the expiration of ninety days after the first date upon which the security was bona fide offered to the public after such effective date, whichever is later, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus.  This is in addition to the dealers' obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.











34






PART II: INFORMATION NOT REQUIRED IN PROSPECTUS


Indemnification of Directors and Officers

DBL Senior Care, Inc.'s Articles of Incorporation and its Bylaws provide for the indemnification of a present or former director or officer.  DBL indemnifies any of its directors, officers, employees or agents who are successful on the merits or otherwise in defense on any action or suit.  Such indemnification shall include, expenses, including attorney's fees actually or reasonably incurred by him.  Nevada law also provides for discretionary indemnification for each person who serves as or at DBL's request as one of its officers or directors.  DBL may indemnify such individuals against all costs, expenses and liabilities incurred in a threatened, pending or completed action, suit or proceeding brought because such individual is one of DBL's directors or officers.  Such individual must have conducted himself in good faith and reasonably believed that his conduct was in, or not opposed to, DBL's best interests.  In a criminal action, he must not have had a reasonable cause to believe his conduct was unlawful.

Nevada Law

Pursuant to the provisions of Nevada Revised Statutes 78.751, the Corporation shall indemnify its directors, officers and employees as follows: Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.  The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.


Other Expenses of Issuance and Distribution

The following table sets forth the costs and expenses payable by the Registrant in connection with the sale of the common stock being registered.  DBL has agreed to pay all costs and expenses relating to the registration of its common stock.  All amounts are estimated.


EDGAR Conversion Fees

$2,000

Transfer Agent, Printing and Engraving Costs

500

SEC Registration Fee

10

Accounting and Legal Fees

2,500

Total

$5,010


Recent Sales of Unregistered 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.

 

35







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


Exhibit Number

Name and/or Identification of Exhibit

   

3.

Articles of Incorporation & By-Laws

 

(a) Articles of Incorporation of DBL Senior Care, Inc.

 

(b) Bylaws of DBL Senior Care, Inc.

   

5.

Opinion on Legality

 

Attorney Opinion Letter.

   

23.

Consent of Experts and Counsel

 

a) Consent of Counsel, incorporated by reference to Exhibit 5 of this filing.

 

b) Consent of Independent Auditor.


Undertakings

In this Registration Statement, Merchandise Creations, Inc. is including undertakings required pursuant to Rule 415 of the Securities Act.

Under Rule 415 of the Securities Act, MCI is registering securities for an offering to be made on a continuous or delayed basis in the future.  The registration statement pertains only to securities (a) the offering of which will be commenced promptly, will be made on a continuous basis and may continue for a period in excess of 30 days from the date of initial effectiveness and (b) are registered in an amount which, at the time the registration statement becomes effective, is reasonably expected to be offered and sold within two years from the initial effective date of the registration.

Based on the above-referenced facts and in compliance with the above-referenced rules, MCI includes the following undertakings in this Registration Statement:

A. The undersigned Registrant hereby undertakes:

(1)

To file, during any period, in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i)

To include any prospectus required by section 10(a)(3) of the Securities Act of 1933, as amended;

(ii)

To reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement.  Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the changes in the volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of the Registration Fee" table in the effective Registration Statement; and

 

36






(iii)

To include any material information with respect to the plan of distribution not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement.

(1)

That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(2)

To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

B. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the provisions described in Item 14 above, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities (other than the payment by the  Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question of whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.








37






SIGNATURES


In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements of filing on Form SB-2 and authorized this Registration Statement to be signed on its behalf by the undersigned, in the City of St. George, State of Utah on January 9, 2008.


DBL Senior Care, Inc.

(Registrant)

 

By: /s/ Debbie Barnum , President & CEO


In accordance with the requirements of the Securities Act of 1933, this Registration Statement was signed by the following persons in the capacities and on the dates stated:


     

Signature

Title

Date

     

/s/ Debbie Barnum

President, CEO and Director

January 9, 2008

Debbie Barnum

   
     
     

/s/ Debbie Barnum

Chief Financial Officer

January 9, 2008

Debbie Barnum

   
     
     

/s/ Debbie Barnum

Principal Accounting Officer

January 9, 2008

Debbie Barnum

   









38





ARTICLES OF INCORPORATION

OF

DBL SENIOR CARE, INC.



1.  Name of Company:


DBL SENIOR CARE, INC.


2.  Resident Agent:


The resident agent of the Company is:

Nascent Group, Inc.

1052 Las Palmas Entrada

Henderson, Nevada 89012


3.  Board of Directors:


The Company shall initially have two (2) directors who are Debbie Lynn Barnum and Darrin Lee Barnum, both of whom reside at 426 W. Brigham Road, St. George, Utah 84790.  These individuals shall serve as directors until their successor or successors have been elected and qualified.  The number of directors may be increased or decreased by a duly adopted amendment to the By-Laws of the Corporation.


4.  Authorized Shares:


The aggregate number of shares, which the corporation shall have authority to issue, shall consist of 70,000,000 shares of Common Stock, having a $.001 par value per share, and 5,000,000 shares of Preferred Stock, each having a $.001 par value per share.  The Common and/or Preferred Stock of the Company may be issued from time to time without prior approval by the stockholders.  The Common and/or Preferred Stock may be issued for such consideration as may be fixed from time to time by the Board of Directors.  The Board of Directors may issue such share of Common and/or Preferred Stock in one or more series, with such voting powers, designations, preferences and rights or qualifications, limitations or restrictions thereof as shall be stated in the resolution or resolutions.


The Preferred Stock, or any series thereof, shall have such designations, preferences and relative, participating, optional or other special rights and qualifications, limitations or restrictions thereof as shall be expressed in the resolution or resolutions providing for the issue of such stock adopted by the board of directors and may be made dependent upon facts ascertainable outside such resolution or resolutions of the board of directors, provided that the matter in which such facts shall operate upon such designations, preferences, rights and qualifications; limitations or restrictions of such class or series of stock is clearly and expressly set forth in the resolution or resolutions providing for the issuance of such stock by the board of directors.





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Incorporation Continued


5.  Preemptive Rights and Assessment of Shares:


Holders of Common Stock or Preferred Stock of the corporation shall not have any preference, preemptive right or right of subscription to acquire shares of the corporation authorized, issued, or sold, or to be authorized, issued or sold, or to any obligations or shares authorized or issued or to be authorized or issued, and convertible into shares of the corporation, nor to any right of subscription thereto, other than to the extent, if any, the Board of Directors in its sole discretion, may determine from time to time.


The Common Stock of the Corporation, after the amount of the subscription price has been fully paid in, in money, property or services, as the directors shall determine, shall not be subject to assessment to pays the debts of the corporation, nor for any other purpose, and no Common Stock issued as fully paid shall ever be assessable or assessed, and the Articles of Incorporation shall not be amended to provide for such assessment.


6.  Directors' and Officers' Liability


A director or officer of the corporation shall not be personally liable to this corporation or its stockholders for damages for breach of fiduciary duty as a director or officer, but this Article shall not eliminate or limit the liability of a director or officer for (i) acts or omissions which involve intentional misconduct, fraud or a knowing violation of the law or (ii) the unlawful payment of dividends.  Any repeal or modification of this Article by stockholders of the corporation shall be prospective only, and shall not adversely affect any limitation on the personal liability of a director or officer of the corporation for acts or omissions prior to such repeal or modification.


7.  Indemnity


Every person who was or is a party to, or is threatened to be made a party to, or is involved in any such action, suit or proceeding, whether civil, criminal, administrative or investigative, by the reason of the fact that he or she, or a person with whom he or she is a legal representative, is or was a director of the corporation, or who is serving at the request of the corporation as a director or officer of another corporation, or is a representative in a partnership, joint venture, trust or other enterprise, shall be indemnified and held harmless to the fullest extent legally permissible under the laws of the State of Nevada from time to time against all expenses, liability and loss (including attorneys’ fees, judgments, fines, and amounts paid or to be paid in a settlement) reasonably incurred or suffered by him or her in connection therewith.  Such right of indemnification shall be a contract right, which may be enforced in any manner desired by such person.  The expenses of officers and directors incurred in defending a civil suit or proceeding must be paid by the corporation as incurred and in advance of the final disposition of the action, suit, or proceeding, under receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he or she is not entitled to be indemnified by the corporation.  Such right of indemnification shall not be exclusive of any other right of such directors, officers or representatives may have or hereafter acquire, and, without limiting the generality of such statement, they shall be entitled to their respective rights of indemnification under any bylaw, agreement, vote of stockholders, provision of law, or otherwise, as well as their rights under this article.


Without limiting the application of the foregoing, the Board of Directors may adopt By-Laws from time to time without respect to indemnification, to provide at all times the fullest indemnification permitted by the laws of the State of Nevada, and may cause the corporation to purchase or maintain insurance on behalf of any person who is or was a director or officer





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Incorporation Continued


8.  Amendments


Subject at all times to the express provisions of Section 5 on the Assessment of Shares, this corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of Incorporation or its By-Laws, in the manner now or hereafter prescribed by statute or the Articles of Incorporation or said By-Laws, and all rights conferred upon shareholders are granted subject to this reservation.


9.  Power of Directors


In furtherance, and not in limitation of those powers conferred by statute, the Board of Directors is expressly authorized:


(a)  Subject to the By-Laws, if any, adopted by the shareholders, to make, alter or repeal the By-Laws of the corporation;


(b) To authorize and caused to be executed mortgages and liens, with or without limitations as to amount, upon the real and personal property of the corporation;


(c) To authorize the guaranty by the corporation of the securities, evidences of indebtedness and obligations of other persons, corporations or business entities;


(d) To set apart out of any funds of the corporation available for dividends a reserve or reserves for any proper purpose and to abolish any such reserve;


(e) By resolution adopted by the majority of the whole board, to designate one or more committees to consist of one or more directors of the of the corporation, which, to the extent provided on the resolution or in the By-Laws of the corporation, shall have and may exercise the powers of the Board of Directors in the management of the affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.  Such committee or committees shall have name and names as may be stated in the By-Laws of the corporation or as may be determined from time to time by resolution adopted by the Board of Directors.  


The Board of Directors shall exercise all the corporate powers of the corporation, except as otherwise, herein or in the By-Laws or by law.






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IN WITNESS WHEREOF, I hereunder set my hand this 12 th day of January, 2007 hereby declaring and certifying that the facts stated hereinabove are true.


Signature of Incorporator


Name:

Patrick Deparini ( on behalf of Nascent Group, Inc.)

Address:

1052 Las Palmas Entrada

 

Henderson, Nevada 89012


Signature:   /s/ Patrick Deparini

Patrick Deparini

(on behalf of Nascent Group, Inc.)





Certificate of Acceptance of Appointment as Resident Agent:


I, Patrick Deparini, on behalf of Nascent Group, Inc., hereby accept appointment as the resident agent for the above referenced company.



Signature:   /s/ Patrick Deparini

Patrick Deparini

(on behalf of Nascent Group, Inc.)











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BYLAWS

OF

DBL SENIOR CARE, INC.


ARTICLE I

OFFICES

The principal office for the transaction of business of the Corporation shall be fixed or may be changed by the approval of a majority of the authorized Directors, and the Corporation may have such other offices at such other place or places as the Board of Directors may designate or as the business of the Corporation may require from time to time.


ARTICLE II

SHAREHOLDERS

SECTION 1.   Annual Meeting .  The annual meeting of the shareholders shall be held on the first day in the month of January in each year, beginning with the year 2008, at the hour of ten o’clock a.m., for the purpose of electing Directors and for the transaction of such other business as may come before the meeting.  If the day fixed for the annual meeting shall be a legal holiday, such meeting shall be held on the next business day.  If the election of Directors shall not be held on the day designated herein for any annual meeting of the shareholders, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the shareholders as soon thereafter as soon as conveniently may be.

SECTION 2.   Special Meetings .  Special meetings of the shareholders, for any purpose or purposes, unless otherwise prescribed by statute, may be called by the President or by the Board of Directors, and shall be called by the President at the request of the holders of not less than fifty percent (50%) of all the outstanding shares of the Corporation entitled to vote at the meeting.




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SECTION 3.   Place of Meeting .  The Board of Directors may designate any place, as the place of meeting for any annual meeting or for any special meeting, unless otherwise prescribed by statute.  If no designation is made, the place of the meeting will be the principal office of the Corporation.

SECTION 4.   Notice of Meeting .  Written notice stating the place, day and hour of the meeting and, in case of a special meeting, the purpose or purposes for which the meeting is called, shall unless otherwise prescribed by statute, be delivered not less than ten (10) days nor more than sixty (60) days before the date of the meeting, to each shareholder of record entitled to vote at such meeting.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the shareholder at his/her address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid.

SECTION 5.   Actions Without A Meeting.  Any action which may be taken by the vote of the stockholders at a meeting may be taken without a meeting if authorized by the written consent of stockholders holding at least a majority of the voting power, unless the provisions of the statutes or of the Articles of Incorporation require a greater proportion of voting power to authorize such action in which case such greater proportion of written consents shall be required.

SECTION 6.   Closing of Transfer Books or Fixing of Record .  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or shareholders entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other proper purpose, the Board of Directors of the Corporation may provide that the stock transfer books shall be closed for a stated period, but not to exceed in any case fifty (50) days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least ten (10) days immediately preceding such meeting.  In lieu of closing the stock transfer books, the Board of Directors may fix in advance a date as the record date for any such determination of shareholders, such date in any case to be not more than fifty (50) days and, in case of a meeting of shareholders, not less than ten (10) days prior to the date on




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which the particular action requiring such determination of shareholders is to be taken.  If the stock transfer books are not closed and no record date is fixed for determination of shareholders entitled to notice of or to vote at a meeting of shareholders, or shareholders entitled to receive payment of a dividend, the date on which notice of the meeting is mailed or the date on which the resolution of the Board of Directors declaring such dividend is adopted, as the case may be, shall be the record date for such determination of shareholders.  When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section, such determination shall apply to any adjournment thereof.

SECTION 7.   Voting Lists .  The officer or agent having charge of the stock transfer books for shares of the Corporation shall make a complete list of the shareholders entitled to vote at each meeting of shareholders or at any adjournment thereof, arranged in alphabetical order, with the address of and the number of shares held by each.  Such list shall be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder during the whole time of the meeting for the purposes thereof.

SECTION 8.   Quorum .  A majority of the outstanding shares of the Corporation entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.  If less than a majority of the outstanding shares are represented at a meeting, a majority of the shares so represented may adjourn the meeting from time to time without further notice.  At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting as originally noticed.  The shareholders present at a duly organized meeting may continue to transact business until adjournment, notwithstanding the withdrawal of enough shareholders to leave less than a quorum.

SECTION 9.   Proxies .  At all meetings of shareholders, a shareholder may vote in person or by proxy executed in writing by the shareholder by his/her duly authorized attorney-in-fact.  Such proxy shall be filed with the secretary of the Corporation before or at the time of the meeting.  

SECTION 10.   Voting of Shares .  Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.




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SECTION 11.   Voting of Shares by Certain Holders .  Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the Bylaws of such corporation may prescribe or, in the absence of such provision, as the Board of Directors of such corporation may determine.  Shares held by an administrator, executor, guardian or conservator may be voted by him, either in person or by proxy, without a transfer of such shares into his name.  Shares standing in the name of a trustee may be voted by him, either in person or by proxy, but no trustee shall be entitled to vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver may be voted by such receiver, and the shares held by or under the control of a receiver may be voted by such receiver without the transfer thereof into his name, if authority to do so be contained in an appropriate order of the court by which such receiver was appointed.

A shareholder whose shares are pledged shall be entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee shall be entitled to vote the shares so transferred.

Shares of its own stock belonging to the Corporation shall not be voted, directly or indirectly, at any meeting, and shall not be counted in determining the total number of outstanding shares at any given time.

SECTION 12.   Informal Action by Shareholders .  Unless otherwise provided by law, any action required to be taken at a meeting of the shareholders, or any other action which may be taken at a meeting of the shareholders, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the shareholders entitled to vote with respect to the subject matter thereof.


ARTCLE III

BOARD OF DIRECTORS

SECTION 1.   General Powers .  The Board of Directors shall be responsible for the control and management of the affairs, property and interests of the Corporation and may exercise all powers of the Corporation, except as are in the Articles of Incorporation or by statute expressly conferred upon or reserved to the shareholders.




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SECTION 2.   Number, Tenure and Qualifications .  The number of directors which shall constitute the board of directors shall be at least one (1) and no more than seven (7).  Thereafter, the number of directors which shall constitute the entire board of directors shall be determined by resolution of the board of directors at any meeting thereof or by the shareholders at any meeting thereof.  Each director shall hold office until the next annual meeting of shareholders and until his/her successor shall have been elected and qualified.

SECTION 3.   Regular Meetings .  A regular meeting of the Board of Directors shall be held without other notice than this Bylaw immediately after, and at the same place as, the annual meeting of shareholders.  The Board of Directors may provide, by resolution, the time and place for the holding of additional regular meetings without notice other than such resolution.

SECTION 4.   Special Meetings .  Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.  The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors called by them.  

SECTION 5.   Notice .  Notice of any special meeting shall be given at least one (1) day previous thereto by written notice delivered personally or mailed to each director at his business address, or by telegram.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid.  If notice be given by telegram, such notice shall be deemed to be delivered when the notice be given to the telegraph company.  Any directors may waive notice of any meeting.  The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

SECTION 6.   Quorum .  A majority of the number of directors fixed by Section 2 of this Article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, but if less than such majority is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.




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SECTION 7.   Telephonic Meeting .  A meeting of the Board of Directors may be had by means of a telephone conference or similar communications equipment by which all persons participating in the meeting can hear each other, and the participation in a meeting under such circumstances shall constitute presence at the meeting.

SECTION 8.   Manner of Acting .  The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 9.   Action Without a Meeting .  Any action that may be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing, setting forth the action so to be taken, shall be signed before such action by all of the directors.

SECTION 10.   Vacancies .  Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining directors though less than a quorum of the Board of Directors, unless otherwise provided by law.  A director elected to fill a vacancy shall be elected for the unexpired term of his/her predecessor in office.  Any directorship to be filled by reason of an increase in the number of directors may be filled by election by the Board of Directors for a term of office continuing only until the next election of directors by the shareholders.

SECTION 11.   Resignation .  Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation.  Unless otherwise specified in such written notice such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.

SECTION 12.   Removal .  Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of stock of the Corporation at a special meeting of the shareholders called for that purpose, and may be removed for cause by action of the Board.

SECTION 13.   Compensation .  By resolution of the Board of Directors, each director may be paid for his/her expenses, if any, of attendance at each meeting of the Board of Directors, and may be paid a stated salary as director or a fixed sum for




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attendance at each meeting of the Board of Directors or both.  No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor.

SECTION 14.   Contracts .  No contract or other transaction between this Corporation and any other corporation shall be impaired, affected or invalidated, nor shall any director be liable in any way by reason of the fact that one or more of the directors of this Corporation is or are interested in, or is a director or officer, or are directors or officers of such other corporations, provided that such facts are disclosed or made known to the Board of Directors, prior to their authorizing such transaction.  Any director, personally and individually, may be a party to or may be interested in any contract or transaction of this Corporation, and no directors shall be liable in any way by reason of such interest, provided that the fact of such interest be disclosed or made known to the Board of Directors prior to their authorization of such contract or transaction, and provided that the Board of Directors shall authorize, approve or ratify such contract or transaction by the vote (not counting the vote of any such Director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken.  Such director or directors may be counted in determining the presence of a quorum at such meeting.  This Section shall not be construed to impair, invalidate or in any way affect any contract or other transaction which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.

SECTION 15.   Committees .  The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designate from among its members an executive committee and such other committees, and alternate members thereof, as they may deem desirable, with such powers and authority (to the extent permitted by law) as may be provided in such resolution.  Each such committee shall serve at the pleasure of the Board.      

SECTION 16.   Presumption of Assent .  A director of the Corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his/her dissent shall be entered into the minutes of the meeting or unless he/she shall file written dissent to such action with the person acting as the Secretary of the meeting before the adjournment




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thereof, or shall forward such dissent by registered mail to the Secretary of the Corporation immediately after the adjournment of the meeting.  Such right to dissent shall not apply to a director who voted in favor of such action.


ARTICLE IV

OFFICERS

SECTION 1.   Number .  The officers of the Corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors.  Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the Board of Directors, including a Chairman of the Board.  In its discretion, the Board of Directors may leave unfilled for any such period as it may determine any office except those of President and Secretary.  Any two or more offices may be held by the same person.  Officers may be directors or shareholders of the Corporation.

SECTION 2.   Election and Term of Office .  The officers of the Corporation to be elected by the Board of Directors shall be elected annually by the Board of Directors at the first meeting of the Board of Directors held after each annual meeting of the shareholders.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be.  Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified, or until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.

SECTION 3.   Resignation .  Any officer may resign at any time by giving written notice of such resignation to the Board of Directors, or to the President or the Secretary of the Corporation.  Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.  

SECTION 4.   Removal .  Any officer or agent may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the




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person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights, and such appointment shall be terminable at will.

SECTION 5.   Vacancies .  A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 6.   President .  The President shall be the principal executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control all of the business and affairs of the Corporation.  He/she shall, when present, preside at all meetings of the shareholders and of the Board of Directors, unless there is a Chairman of the Board, in which case the Chairman will preside.  The President may sign, with the Secretary or any other proper officer of the Corporation thereunto authorized by the Board of Directors, certificates for shares of the Corporation, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.

SECTION 7.   Vice President .  In the absence of the President or in event of his/her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of and be subject to all the restrictions upon the President.  The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board of Directors.  If there is more than one Vice President, each Vice President shall succeed to the duties of the President in order of rank as determined by the Board of Directors.  If no such rank has been determined, then each Vice President shall succeed to the duties of the President in order of date of election, the earliest date having first rank.

SECTION 8.   Secretary .  The Secretary shall: (a) keep the minutes of the proceedings of the shareholders and of the Board of Directors in one or more minute book provided for that purpose; (b) see that all notices are duly given in accordance with




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the provisions of these Bylaws or as required by law; (c) be custodian of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized; (d) keep a register of the post office address of each shareholder which shall be furnished to the Secretary by such shareholder; (e) sign with the president certificates for shares of the Corporation, the issuance of which shall have been authorized by resolution of the Board of Directors; (f) have general charge of the stock transfer books of the Corporation; and (g) in general perform all duties incident to the office of the Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

SECTION 9.   Treasurer .  The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the Corporation; (b) receive and give receipts for moneys due and payable to the Corporation from any source whatsoever, and deposit all such moneys in the name of the Corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of  Article VI of these Bylaws; and (c) in general perform all of the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Directors.

SECTION 10.   Salaries .  The salaries of the officers shall be fixed from time to time by the Board of Directors, and no officer shall be prevented from receiving such salary by reason of the fact that he/she is also a director of the corporation.

SECTION 11.   Sureties and Bonds .  In case the Board of Directors shall so require any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his/her duties to the Corporation, including responsibility for negligence for the accounting for all property, funds or securities of the Corporation which may come into his/her hands.

SECTION 12.   Shares of Stock of Other Corporations .  Whenever the Corporation is the holder of shares of stock of any other corporation, any right of power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders’ meetings and execution of waivers, consents, proxies or other instruments)




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may be exercised on behalf of the Corporation by the President, any Vice President or such other person as the Board of directors may authorize.


ARTICLE V

INDEMNITY

The Corporation shall indemnify its directors, officers and employees as follows:


Every director, officer, or employee of the Corporation shall be indemnified by the Corporation against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him/her in connection with any proceeding to which he/she may be made a party, or in which he/she may become involved, by reason of being or having been a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the Corporation, partnership, joint venture, trust or enterprise, or any settlement thereof, whether or not he/she is a director, officer, employee or agent at the time such expenses are incurred, except in such cases wherein the director, officer, employee or agent is adjudged guilty of willful misfeasance or malfeasance in the performance of his/her duties; provided that in the event of a settlement the indemnification herein shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Corporation.

The Corporation shall provide to any person who is or was a director, officer, employee or agent of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of the corporation, partnership, joint venture, trust or enterprise, the indemnity against expenses of a suit, litigation or other proceedings which is specifically permissible under applicable law.

The Board of Directors may, in its discretion, direct the purchase of liability insurance by way of implementing the provisions of this Article.




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ARTICLE VI

CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1.   Contracts .  The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation, and such authority may be general or confined to specific instances.

SECTION 2.   Loans .  No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

SECTION 3.   Checks, Drafts, etc.  All checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

SECTION 4.   Deposits .  All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies or other depositories as the Board of Directors may select.


ARTICLE VII

SHARES OF STOCK

SECTION 1.   Certificates for Shares .  Certificates representing shares of the Corporation shall be in such a form as shall be determined by the Board of Directors.  Such certificates shall be signed by the President and by the Secretary or by such other officers authorized by law and by the Board of Directors to do so, and sealed with the corporate seal.  All certificates for shares shall be consecutively numbered or otherwise identified.  The name and address of the person to whom the shares represented thereby are issued, with the number of shares and date of issue, shall be entered on the stock transfer books of the Corporation.  All certificates surrendered to the Corporation for transfer shall be canceled and no new certificate shall be issued until the former




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certificate for a like number of shares shall have been surrendered and canceled, except that in the case of a lost, destroyed or mutilated certificate, a new one may be issued therefor upon such terms and indemnity to the Corporation as the Board of Directors may prescribe.

SECTION 2.   Transfer of Shares .  Transfer of shares of the Corporation shall be made only on the stock transfer books of the Corporation by the holder of record thereof or by his/her legal representative, who shall furnish proper evidence of authority to transfer, or by his/her attorney thereunto authorized by power of attorney duly executed and filed with the Secretary of the Corporation, and on surrender for cancellation of the certificate for such shares.  The person in whose name shares stand on the books of the Corporation shall be deemed by the Corporation to be the owner thereof for all purposes.  Provided, however, that upon any action undertaken by the shareholders to elect S Corporation status pursuant to Section 1362 of the Internal Revenue Code and upon any shareholders’ agreement thereto restricting the transfer of said shares so as to disqualify said S Corporation status, said restriction on transfer shall be made a part of the Bylaws so long as said agreement is in force and effect.


ARTICLE VIII

FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January and end on the thirty first day of December of each year.


ARTICLE IX

DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.




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ARTICLE X

CORPORATE SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the Corporation and the state of incorporation and the words “Corporate Seal.”



ARTICLE XI

WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or director of the Corporation under the provisions of these Bylaws or under the provisions of the Articles of Incorporation or under the provisions of the applicable Business Corporation Act, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.


ARTICLE XII

AMENDMENTS

These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the Board of Directors at any regular or special meeting of the Board of Directors.      




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CERTIFICATION


The above Bylaws are certified to have been adopted by the Board of Directors of the Corporation on the 17 th day of January 2007.




/s/ Darrin Lee Barnum

Darrin Lee Barnum, Secretary


















15




Law Office

of

Randall V. Brumbaugh



January 9, 2008


United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20002


Re: DBL Senior Care, Inc.


Dear Sir or Madam:


I have acted as special counsel for DBL Senior Care, Inc., a Nevada corporation (the "Company"), in connection with the preparation of the registration statement on Form SB-2 (the "Registration Statement"), dated January 9, 2008, with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Act"), relating to the offering of up to 630,000 shares of the Company's common stock (the "Common Stock") to be sold directly by the Company.  Such shares are to be issued under the Registration Statement, and the related Prospectus to be filed with the Commission.  The details of the offering are described in the Registration Statement on Form SB-2, and amendments to be made thereto.


I have examined instruments, documents and records, which I deemed relevant and necessary for the basis of my opinion hereinafter expressed.  I have done so in light of Nevada Revised Statutes Chapters 78 and 90, all applicable provisions of the Nevada constitution and reported judicial decisions interpreting those laws.  In such examination, I have assumed the following: (a) the authenticity of original documents and the genuineness of all signatures; (b) the conformity to the originals of all documents submitted to me as copies; and (c) the truth, accuracy and completeness of the information, representations and warranties contained in the records, documents, instruments and certificates I have reviewed.  The instruments, document and records I have examined include, among other items, the following:


1.

The Registration Statement dated January 9, 2008;

2.

The Articles of Incorporation of DBL Senior Care, Inc.;

3.

Corporate Charter of DBL Senior Care, Inc.;

4.

Initial List of Officers, Directors and Resident Agent of DBL Senior Care, Inc.;

5.

Bylaws of DBL Senior Care, Inc.;





 

 

417 W. Foothill Blvd, PMB B-175, Glendora, CA 91741

(626) 335-7750     Fax  (909) 971-0456

 


 

United States Securities and Exchange Commission

January 9, 2008

Page #



To my knowledge, the Company is not a party to any legal proceedings, there are no known judgments against the Company, nor are there any actions or suits filed or threatened against it or its officers and directors, in their capacities as such, other than as may be set forth in the registration statement.  I am not aware of any disputes involving the Company and the Company has no known claim, actions or inquiries from any federal, state or other government agency, other than as may be set forth in the registration statement.  I am not aware of any claims against the Company or any reputed claims against it at this time, other than as may be set forth in the registration statement.


The directors and officers of the Company are indemnified against all costs, expenses, judgments and liabilities, including attorney's fees, reasonable incurred by or imposed upon them or any of them in connection with or resulting from any action, suit or proceedings, in which the officer or director is or may be made a party by reason of his being or having been such a director or officer.  This indemnification is not exclusive of other rights to which such director or officer may be entitled as a matter of law.


Based on my examination of the documents provided to this office, information received from the Company, analysis of the applicable laws and judicial interpretations of the State of Nevada, I am of the opinion that 630,000 shares of common stock to be sold by the Company are duly authorized shares and will be legally issued, fully paid and non-assessable.  


I hereby consent to the filing of this opinion as an exhibit to the above-referenced Registration Statement and to the use of my name wherever it appears in said Registration Statement, including the Prospectus constituting a part thereof, as originally filed or as subsequently amended or supplemented.  In giving such consent, I specifically do not allege to being an "expert" within the meaning of such term as used in the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the Registration Statement, including this opinion as an exhibit or otherwise.



Very truly yours,


/s/ R. V. Brumbaugh


Randall V. Brumbaugh





 

 


417 W. Foothill Blvd, PMB B-175, Glendora, CA 91741

(626) 335-7750     Fax  (909) 971-0456

 

 

 

MOORE & ASSOCIATES, CHARTERED

            ACCOUNTANTS AND ADVISORS

                   PCAOB REGISTERED



Securities and Exchange Commission

Washington, DC 20549


Ladies and Gentlemen:


We hereby consent to the use of our report dated November 15, 2007 relating to the financial statements of DBL Senior Care, Inc. for the period ended September 30, 2007 and from January 17, 2007 (Date of Inception) through September 30, 2007 in the Registration Statement on Form SB-2 of DBL Senior Care, Inc.


We also consent to the reference to Moore & Associates, Chartered under the caption "Experts" in said registration statement.


Signed,


/s/ Moore & Associates, Chartered


Moore & Associates Chartered

Las Vegas, Nevada

January 8, 2008














2675 S. Jones Blvd. Suite 109, Las Vegas, NV 89146 (702) 253-7511 Fax (702) 253-7501