Mail Stop 3561
February 6, 2006
Maria Camila Maz, President
Dulcin Izmir Corporation
P.O. Box 331916
Miami, Florida 33233-1916
RE: Dulcin Izmir Corporation
Registration Statement on Form SB-2
Filed January 13, 2006
File No. 333-131043
Dear Ms. Maz:
We have limited our review of your filing to those issues we have
addressed in our comments. Where indicated, we think you should
revise your document in response to these comments. If you should
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is to
assist
you in your compliance with the applicable disclosure requirements
and to enhance the overall disclosure in your filing. We look
forward to working with you in these respects. We welcome any
questions you may have about our comments or on any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Maria Camila Maz
Dulcin Izmir Corporation
February 6, 2006
Page 2.
General
1. As a substantial amount of outstanding securities are being
registered for resale by affiliates of Dulcin Izmir, the proposed
offering appears to be an offering "by or on behalf" of the
registrant. Because Dulcin Izmir is unable to conduct an "at the
market" offering under Rule 415, please revise the terms of the
offering to indicate that the securities will be offered and sold
at
a fixed price, which is disclosed in your prospectus, for the
duration of the offering. Also, please disclose that the selling
shareholders are acting as underwriters for the registrant when
reselling the securities.
Business Experience of Officers and Directors, page 19
2. Please provide a complete description of Ms. Maz`s business
experience, including her positions with China Granite and FUSA
Capital Corp. Please disclose the business of FUSA Capital Corp.
during Ms. Maz`s association with that company.
3. Disclose that China Granite and FUSA Capital Corp. are SEC
reporting companies.
Security Ownership of Certain Beneficial Owners and Management,
page
20
4. Please disclose the individuals who are the beneficial owners
of
the shares held of record by Cadaques SA, GIG Limited and Stratton
SA. These owners include all individuals with sole or shared
voting
or dispositive control over the shares.
Financial Statements
5. Please note the updating requirements for the financial
statements
as set forth in Item 310(g) of Regulation S-B, and provide a
current
consent of the independent accountants in any amendments.
Closing Comments
As appropriate, please amend your registration statement in
response
to these comments. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provide any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
Maria Camila Maz
Dulcin Izmir Corporation
February 6, 2006
Page 3.
We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filings reviewed by the staff to be
certain
that they have provided all information investors require for an
informed decision. Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
the company may not assert this action as defense in any
proceeding
initiated by the Commission or any person under the federal
securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective
date of the registration statement as a confirmation of the fact
that
those requesting acceleration are aware of their respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding requesting
acceleration of a registration statement. Please allow adequate
time
after the filing of any amendment for further review before
submitting a request for acceleration. Please provide this
request
at least two business days in advance of the requested effective
date.
Maria Camila Maz
Dulcin Izmir Corporation
February 6, 2006
Page 4.
Please contact Angela Halac at (202) 551-3398 with any questions
regarding accounting issues and you may contact Janice McGuirk at
(202) 551-3395 with any other questions.
Sincerely,
John Reynolds
Assistant Director
cc: Jody Walker, Esq.
via fax (303) 220-9902