SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM SB-2
Registration Statement
Under the Securities Act of 1933
DULCIN IZMIR CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<s> <c> <c>
FLORIDA 20-2710793
(State or other jurisdiction (Primary Standard (I.R.S. Employer
of incorporation or Industrial Classification Identification
organization) Code Number) Number)
Maria Camila Maz
P. O. Box 331916 P.O. Box 331916
Miami, FL 33233-1916 Miami, FL 33233-1916
(305) 586-4167 (305) 586-4167
(Address, and telephone number (Name, address and telephone
number of principal executive offices) of agent for service)
Copies to:
Ms. Jody Walker ESQ.
7841 South Garfield Way
Centennial, CO 80122
Phone 303-850-7637 Fax 303-220-9902
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement becomes
effective.
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box [ ]
CALCULATION OF REGISTRATION FEE
TITLE OF EACH CLASS OF PROPOSED PROPOSED
SECURITIES TO BE AMOUNT MAXIMUM MAXIMUM AMOUNT OF
REGISTERED BEING OFFER PRICE AGGREGATE REGISTRATION
REGISTERED PER SHARE OFFER PRICE FEE
<s> <c> <c> <c> <c>
Common Stock 4,000,000 $.25(1) $1,000,000 $117.70
Common Stock 6,000,000 $.25(2) $1,500,000 $176.55
---------- ---------- -------
Total 10,000,000 $2,500,000 $294.25
(1) Estimated solely for the purpose of calculating the registration fee.
2
The registrant 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 SEC,
acting in accordance with Section 8(a), may determine.
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Preliminary Prospectus Dated November 17, 2005 SUBJECT TO COMPLETION
$1,000,000
Dulcin Izmir Corporation
4,000,000 Common Shares
at $.25 per Common Share
6,000,000 Common Shares on behalf of Selling Shareholders
There is no minimum investment amount.
The primary offering will commence on the effective date of this
prospectus and will terminate on or before December 31, 2006. There
is no market for our securities. Our common stock is not currently
listed in the pink sheets or on the NASD Over-The-Counter Bulletin
Board. We have not yet applied to have our common stock quoted on the
OTC Electronic Bulletin Board.
We will sell the common shares ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our common
shares using our best efforts. No one has agreed to buy any of our
common shares.
The selling shareholders will sell their common shares at $.25 per
common share until our common shares are quoted on the OTC Electronic
Bulletin Board. Thereafter, the common shares may be priced at
prevailing market prices or privately negotiated prices. We will not
receive any proceeds from the sale of any of these common shares.
The selling security holder offering will commence on the effective
date of this prospectus and will terminate on or before December 31,
2006.
Consider carefully the risk factors beginning on page 6 in this
prospectus.
Neither the SEC nor any state securities commission has approved these
common shares or determined that this prospectus is accurate or
complete. Any representation to the contrary is a criminal offense.
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 Securities and Exchange Commission is effective. This
prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any state where the
offer or sale is not permitted.
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TABLE OF CONTENTS
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Prospectus summary 5
Risk Factors 6
- We cannot offer any assurance as to our future financial results
- We do not have a public market in our securities
- We do not meet the requirements for our stock to be quoted
- The initial price of $.05 per common share may have little or no
relationship
- Future sales by our stockholders could cause the stock price to
decline
- We do not currently intend to pay dividends
- You will experience immediate dilution
- We are dependent on Maria Camila Maz and key management personnel
- Our major competitors could negatively impact our revenues
- We are susceptible to macroeconomic downturns
- The initial prices of $.25 may have little or no relationship
- The selling shareholders may have liability because of their
status as underwriters
Risk Factors Relating to the Engine Device Industry.
- The number of top of the line products available
- Large industries might not be open to assume the cost
- New engine design with alternate fuel sources could evolve
- While we fully develop our product, other products might be
patented and enter the market with big impact.
- There is a risk that our product will not be accepted and approved
Forward Looking Statements 12
Selling Security Holders 12
Business 13
Use of proceeds 23
Dilution 24
Dividend policy 25
Determination of offering price 25
Management's discussion and analysis of financial
condition and results of operations 25
Management 30
Security Ownership of Certain Beneficial
Owners and Management 33
Certain Relationships and Related Transactions 35
Description of capital stock 36
Shares eligible for future sale 37
Plan of distribution 38
Disclosure of Commission position on indemnification 39
for Securities Act liabilities
Market for common equity and related stockholder matters 39
Experts 39
Legal Proceedings 40
Legal Matters 40
Where you can find more information 40
Financial Statements 41
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Prospectus Summary
To understand this offering fully, you should read the entire
prospectus carefully, including the risk factors beginning on page 7
and the financial statements.
Operations. Dulcin Izmir Corporation, through a 50% to 70%
interest in Blue Sky International Ltd. plans
to design, engineer, test, manufacture and
market engine devices.
The Offering. Dulcin Izmir Corporation is offering 4,000,000
common shares at the purchase price of $.25 per
common share and is registering 6,000,000 on
behalf of selling shareholders. There is no
minimum investment amount.
The primary offering will commence on the
effective date of this prospectus and will
terminate on or before December 31, 2006.
We will sell the common shares ourselves and do
not plan to use underwriters or pay any
commissions. We will be selling our common
shares using our best efforts. No one has
agreed to buy any of our common shares.
The selling shareholders will sell their common
shares at $.25 per common share until our
common shares are quoted on the OTC Electronic
Bulletin Board. Thereafter, the common shares
may be priced at prevailing market prices or
privately negotiated prices. We will not
receive any proceeds from the sale of any of
these common shares.
The selling security holder offering will
commence on the effective date of this
prospectus and will terminate on or before
December 31, 2006.
No formal escrow. There is no minimum offering amount and no
formal escrow has been established. The funds
shall be deposited into our corporate account
for immediate use by Dulcin Izmir Corporation.
Common stock
Outstanding. 12,000,000
Common stock
After the offering 16,000,000
Market for our
common stock. Our common stock is not quoted on an exchange
or on the OTC Electronic Bulletin Board. We
cannot provide any assurance that an active
market in our common stock will develop. We
intend to quote our common shares on the OTC
Electronic Bulletin Board.
Risk Factors
Our business is subject to numerous risk factors, including the
following.
1. We cannot offer any assurance as to our future financial results.
You may lose your entire investment.
We cannot assure you that we can operate in a profitable manner. We
have an accumulated deficit of $(31,898) as of August 31, 2005. Even
if we obtain significant future revenues sufficient to expand
operations, increased operational or marketing expenses would adversely
affect our liquidity.
2. We do not have a public market in our securities. If our common
stock has no active trading market, you may not be able to sell your
common shares comprised in the common shares at all.
We do not have a public market for our common shares. We are not
listed on the pink sheets or the NASD Over-The-Counter Bulletin Board.
We cannot assure you that an active public market will ever develop.
Consequently, you may not be able to liquidate your investment in the
event of an emergency or for any other reason.
3. We do not meet the requirements for our stock to be quoted on
NASDAQ, American Stock Exchange or any other senior exchange and the
tradability in our stock will be limited under the penny stock
regulation.
Currently the principal obstacles we have to our stock being quoted on
any exchange include:
- insufficient net assets,
- only a few shareholders, and
- non-reporting status
Additionally, the liquidity of our common stock would be restricted
even after public listing if Dulcin Izmir Corporation?s common stock
falls within the definition of a penny stock.
Under the rules of the Securities and Exchange Commission, if the price
of our common stock on the OTC Bulletin Board is below $5.00 per share,
our common stock will come within the definition of a "penny stock." As
a result, it is possible that our common stock may become subject to
the "penny stock" rules and regulations. Broker-dealers who sell
penny stocks to certain types of investors are required to comply with
the Commission's regulations concerning the transfer of penny stock.
These regulations require broker-dealers to:
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- Make a suitability determination prior to selling penny stock to
the purchaser;
- Receive the purchaser's written consent to the transaction; and
- Provide certain written disclosures to the purchaser.
These requirements may restrict the ability of broker/dealers to sell
the company's common stock, and may affect the ability to resell the
company's common stock.
4. The initial price of $.05 per common share may have little or no
relationship to the market price.
The offering price of the common shares has been arbitrarily determined
based on the financial needs of Dulcin Izmir without regard to the book
value or market value of the common shares comprised in the common
shares. The initial prices may have little no relationship to the
market price.
5. Future sales by our stockholders could cause the stock price to
decline.
Prior to the offering, there has been no market for our common stock.
All of the 7,474,000 common shares currently outstanding are subject to
restrictions on sales pursuant to Rule 144. By the end of 2006,
affiliates will be able to able to sell a portion of their common
shares each quarter. No predictions can be made of the effect, if
any, that market sales of common shares or the availability of such
common shares for sale will have on the market price prevailing from
time to time. Nevertheless, sales of significant amounts of our
common stock could adversely affect the prevailing market price of the
common stock, as well as impair our ability to raise capital through
the issuance of additional equity securities.
6. Our auditors have expressed a going concern issue that notes our
need for capital and/or revenues to survive as a business. You may
lose your entire investment.
Our auditors have expressed reservations concerning our ability to
continue as a going concern. We have not yet received any substantial
revenues and will continue to incur losses. You may lose your entire
investment.
7. We do not currently intend to pay dividends. Any gain from an
investment in Dulcin Izmir Corporation will come from an increase in
market price, which may not occur.
We anticipate that we will not declare dividends at any time in the
foreseeable future. As a result, you will only realize a gain in your
investment in Dulcin Izmir Corporation from an increase in market
price. We cannot assure you that an increase in market price will
occur.
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8. You will experience immediate dilution of 67.5% of your investment.
Immediately after the offering the book value per common share will be
$0.0813 or 67.5% less than the offering price. As a result, the
investors who purchase common shares in this offering will contribute
76.9% of the total amount Dulcin Izmir Corporation has financed but
will own only 25.0% of the outstanding share capital and voting rights.
9. We are dependent on Maria Camila Maz and key management personnel.
The failure to attract and retain the necessary personnel could have a
materially adverse effect on our business, operations and financial
condition.
Our success is dependent upon, among other things, the services of
Maria Camila Maz, CEO, president and director. The loss of Ms. Maz's
services, for any reason, could have a material adverse effect on our
business, operations and financial condition. We do not have key-man
life insurance policy for Ms. Maz.
The expansion of our business will place further demands on existing
management and future growth. Profitability will depend, in part, on
our ability to hire and retain the necessary personnel to operate our
business. There is no certainty that we will be able to identify,
attract, hire, train, retain and motivate other highly skilled
technical, administrative, managerial, marketing and customer service
personnel. Competition for such personnel is intense and there is no
certainty that we will be able to successfully attract, integrate or
retain sufficiently qualified personnel. The failure to attract and
retain the necessary personnel could have a materially adverse effect
on our business, operations and financial condition.
10. Similar technologies could negatively impact our revenues due to
their large customer base and market recognition.
We have not yet generated any significant revenue from our business
model compared to significant revenue generated by these competitors.
11. The initial prices of $0.25 may have little or no relationship to
the market price, if any of our common stock.
The offering price of our common stock was arbitrarily determined
without regard to book value, recent issuances of shares, such as for
cash and services or market value. There may be little or no
relationship between the initial prices of $0.25 and the market price.
You may lose your entire investment.
12. The selling shareholders may have liability because of their
status as underwriters. They may sue us if there are any omissions or
misstatements in the registration statement that subject them to civil
liability.
Under the Securities Act of 1933, the selling security holders will be
considered to be underwriters of the offering. The selling security
holders may have civil liability under Section 11 and 12 of the
Securities Act for any omissions or misstatements in the registration
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statement because of their status as underwriters. We may be sued by
selling security holders if omissions or misstatements result in civil
liability to them.
Risk Factors Relating to the Engine Device Industry.
1. The number of top of the line products available in the engine
device industry may negatively affect our ability to penetrate the
market.
Large amounts of funds have been already invested in research and
development by large corporations that are reflected in top of the line
products that flood the market today. As a result, we may not be
able to penetrate the market with our technology.
2. Large industries might not be open to assume the cost of changing
their existing assembly lines and adapt to our product.
Implementation of our technology into the industry would require
additional costs to our customers to modify their existing assembly
lines. We cannot assure you that potential customers would be willing
to incur the additional costs to utilize our technology.
3. New engine design with alternate fuel sources could evolve over the
next decade that could reduce the effects of our technology.
Our Catalytically Enhanced Engine Fuel System devices are effective,
scalable and affordable based on current engine design and available
fuel sources. New engine design with alternate fuel sources could be
developed over the next decade that could reduce the positive effects
of our system and decrease revenues.
4. While we fully develop our product, other products might be
patented and enter the market with big impact.
We plan to complete the development and testing of a final prototype of
our product in less than one year. We cannot assure your that other
competing products will not enter the market and reduce the demand for
our system thereby decreasing future revenues.
5. There is a risk that our product will not be accepted and approved
by the governmental authorities in the industry to be utilized in
countries like the United States.
Blue Sky will test and comply with American Standard Testing Method.
At this time we are not sure of the government permits and approvals
that will be required to manufacture and market our devices. We cannot
assure you that our product will be accepted and approved by the
governmental authorities in the industry.
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Forward Looking Statements
The statements contained in this prospectus that are not historical
fact are forward-looking statements which can be identified by the use
of forward-looking terminology such as "believes," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or other
variations thereon or comparable terminology, or by discussions of
strategy that involve risks and uncertainties. We have made the
forward-looking statements with management's best estimates prepared in
good faith.
Because of the number and range of the assumptions underlying our
projections and forward-looking statements, many of which are subject
to significant uncertainties and contingencies that are beyond our
reasonable control, some of the assumptions inevitably will not
materialize and unanticipated events and circumstances may occur
subsequent to the date of this prospectus.
These forward-looking statements are based on current expectations, and
we will not update this information other than required by law.
Therefore, the actual experience of Dulcin Izmir Corporation, and
results achieved during the period covered by any particular
projections and other forward-looking statements, should not be
regarded as a representation by Dulcin Izmir Corporation, or any other
person, that we will realize these estimates and projections, and
actual results may vary materially. We cannot assure you that any of
these expectations will be realized or that any of the forward-looking
statements contained herein will prove to be accurate.
Selling Security Holders
This prospectus also relates to the resale of 6,000,000 shares of common
stock by the selling security holders.
The selling security holders will not sell any of their common shares until
the primary offering is terminated. The selling security holders will sell
their common shares at $.25 per common share until our common shares are
quoted on the OTC bulletin board. Thereafter, the common shares may be
priced at prevailing market prices or privately negotiated prices.
If the selling security holders engage in short selling activities, they must
comply with the prospectus delivery requirements of Section 5(b)(2) of the
Securities Act.
Pursuant to Regulation M of the Securities Act, the selling security holders
will not, directly or indirectly, bid for, purchase, or attempt to induce any
person to bid for or purchase their common shares during the offering except
for offers to sell or the solicitation of offers to buy and unsolicited
purchases that are not effected from or through a broker or dealer, on a
securities exchange or through an inter-dealer quotation system or electronic
communications network.
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The table below sets forth information with respect to the resale of shares
of common stock by the selling security holders. We will not receive any
proceeds from the resale of common stock by the selling security holder for
common shares currently outstanding.
The amount and percentage owned after the offering assumes the sale of all of
the common shares being registered on behalf of the selling security holders.
Name Amount Total Shares % Owned Number of % Owned
Being Owned Prior to Shares Owned After
Registered Currently offering After offering offering
<s> <c> <c> <c> <c> <c>
Maria Camila Maz 5,000,000 5,000,000 83.33% 0 0%
Costa Michael
Takkas 1,000,000 1,000,000 16.67% 0 0%
Maria Camila Maz is an officer and director of Dulzin Izmir.
Business
Dulcin Izmir Corporation was incorporated in Florida on April 11 2005.
Dulcin Izmir to be involved in the conservation of the environment and
energy resources via its equity ownership in Blue Sky International
Ltd. and other companies involved in these activities. Blue Sky
International Ltd. was incorporated in Delaware on August 23, 2005.
Dulcin Izmir signed a Memorandum of Understanding on August 15, 2005
with Deleo Ltd, a Delaware Corporation, whereby Dulcin Izmir can earn
up to a 70% in Blue Sky International Ltd. Deleo Ltd. owns a
technology called Catalytically Enhanced Engine Fuel Systems. The MOU
calls for Dulcin Izmir to fund Blue Sky with $6,000,000 on or before
May 1, 2007 to earn a 50% interest in Blue Sky with the option to own a
70% interest in Blue Sky by funding Blue Sky with a further $4,000,000
on or before February 1st, 2008, Deleo will own the remaining interest.
Deleo Ltd. has granted Blue Sky an exclusive, worldwide, non royalty
bearing lcense to manufacture and market Deleo?s engine devices. If
Dulcin Izmir invests less than $6,000,000 in Blue Sky then Deleo can
cancel the worldwide License to Blue Sky, although Dulcin Izmir will
earn the exclusive marketing rights to South America for funding Blue
Sky with $1,500,000 on or before June 1st, 2006 subject to 7.5% royalty
payments on net income. Dulcin Izmir will earn the exclusive marketing
rights to South America, China, Japan and South Korea for funding Blue
Sky with $3,500,000 on or before November 1st, 2006 subject to 7.5%
royalty payments on net income.
Dulcin Izmir Corporation, through Blue Sky Technologies Inc, will
design, test, manufacture, market and distribute two high engine
products which lower harmful emissions designated by the EPA and allow
the engine to run more efficiently with enhanced power and cooler
operating temperatures thereby improving engine life. Management is
of the opinion that CEEFS are designed to be safe, effective, scalable
and affordable products that may change the engine industry. These
devices work with conventional hydrocarbon fuels and can be utilized by
numerous sectors.
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Besides using our own laboratory in Texas, we will retain the services
of two recognized laboratories in the automotive industry to
independently verify our findings and substantiate conclusions on the
product. Blue Sky will ensure that all activities strictly follow our
strategic planning.
The Product.
The Catalytically Enhanced Engine Fuel System devices are effective,
scalable and affordable. We plan to complete the development and
testing of a final prototype of our product in less than one year.
One product is attached to the fuel line to modify the fuel?s
performance and the second device is attached to the crankcase exhaust.
The catalyzed emissions are re-circulated into the air-intake giving
the engine more power and reducing emissions. It works on conventional
hydrocarbon fuels and can be utilized by numerous sectors.
Market.
Our product has several uses, but we have identified eight main
examples that could be reflected in our market: school buses, airline
industry, diesel powered ship engines, shipping coolers, mopeds and
scooters, two stroke engines, diesel trucks and tug boats.
Globally, some of the target markets include transportation, energy,
shipping, home & garden, and heavy construction. Management believes
that the greatest opportunity exists in the diesel engine and aircraft
engine market; diesel trucks, heavy equipment, generators and 2-stroke
engines showing greatest potential for product utilization.
Emerging federal and global regulations are requiring stricter emission
requirements for diesel trucks, buses, ships, heavy equipment, and
generators as well as 2-stroke engines, and CEEFS will help fulfill
these emerging requirements.
Production.
We have considered producing the device by ourselves in the beginning
and then sell the rights to the technology to large corporations for
massive production and insertion in engines on the production line.
Based on our experience and first prototypes, we know that it is
inexpensive to produce them, and that if the prototypes are produced in
volume, the costs could decrease to below $5.00 per device.
Distribution.
We will use existing channels of distribution used by automotive parts
dealers and also, we will sell through agents to big manufacturers.
Regulatory Matters.
Blue Sky will test and comply with American Standard Testing Method.
At this time we are not sure of the government permits and approvals
that will be required to manufacture and market our devices, but we
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plan to retain the necessary personnel to guide us through all
pertinent government regulations once funding is sufficient.
Competition.
Most of the observed competition is evolving out of the aftermarket
products arena with varying degrees of sophistication. Performance of
these devices has yet to be compared with the performance of CEEFS. We
believe, however, the production cost, usability, adaptability, and
engine performance benefits are superior in every category and will
provide us with an advantage. As regulations change for engine
emissions and fuel consumption improvements, we can expect to observe
larger commercial entities begin to develop competing technologies.
Certain diesel manufactures have begun to develop oxygenating catalysts
that are designed to reduce engine emissions. These products, thus
far, are tailored to very specific engine fuel cycles and may lack the
broad range of applicability and efficacy this device is capable of
producing.
In its present state, research has indicated that no large scale entity
is trying to develop broad scope catalysts that are easily adaptable
and scalable to existing engines for the purpose of re-circulating
partially combusted fuel for engine reuse. It is our goal to
effectively fill this niche with CEEFS and eliminate evolving
competition through a superior product and well constructed patents.
Our technology has the advantage of dealing with two separate issues of
emission reduction on diesel engines. Management is not aware of any
other products available on the market today that can perform both
tasks; 1) Enclosure of the crankcase to eliminate the venting of toxic
oil vapors into the environment; 2) Pre-treat fuel before it is burned
in the engine to promote cleaner exhaust emissions.
The traditional method is to utilize two separate technologies, one to
deal with the crankcase emissions and one to treat the fuel. Products
like the Condensator and the Hilliard deal with the crankcase
emissions, but have negative side effects. These side affects include:
complex installation, maintenance requirements, routine disposal of
toxic solutions and is costly. A product called the Rentar deals with
fuel treatment to achieve more complete combustion and help lower
emissions, but has these issues: minimal improvements because it is a
non selective catalyst and has critical installation requirements and
is also costly.
Another way to treat the fuel pre-combustion is with fuel additives.
Products such as Diesel Guard help reduce emissions, but have these
side effects: on going expense, must be added each time the fuel tank
is filled up, environmentally unfriendly disposal of plastic storage
containers and is a toxic chemical that requires careful handling.
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Our Catalytically Enhanced Engine Fuel System Device requires no
maintenance, has no ongoing expenses, is cost effective, reduces
emissions significantly more than other products and is easily
installed.
Properties.
Currently Dulcin Izmir has leased an office space for $400.00 per
month. Blue Sky International Ltd. plans to open a testing facility
in Texas in March or April of 2006, until then the testing will be
completed by independent laboratories, mostly in Texas.
Reports to Security Holders.
After the effective date of this registration statement, we will file a
Form 8-A to become a fully reporting company under the requirements of
the Exchange Act, and will file the necessary quarterly and other
reports with the Securities and Exchange Commission. Although we are
not required to deliver our annual or quarterly reports to security
holders, we would be pleased to forward this information to security
holders upon receiving a written request to receive such information.
The reports and other information filed by us will be available for
inspection and copying at the public reference facilities of the
Securities and Exchange Commission located at 450 Fifth Street, N. W.,
Washington, D.C. 20549.
Copies of such material may be obtained by mail from the Public
Reference Section of the Securities and Exchange Commission at 100 F
Street, Washington, D.C. 20549, at prescribed rates.
Information on the operation of the Public Reference Room may be
obtained by calling the SEC at 1-800-SEC-0330. In addition, the
Commission maintains a World Wide Website on the Internet at:
http://www.sec.gov that contains reports, proxy and information
statements and other information regarding registrants that file
electronically with the Securities and Exchange Commission.
Use of Proceeds
If the maximum offering amount is reached, Dulcin Izmir shall receive gross
proceeds of $1,000,000. Based on Dulcin Izmir's present plans, which
represent the existing and anticipated business conditions, Dulcin Izmir
intends to apply the estimated net proceeds of the maximum offering and at
intervals less than $1,000,000 over the next twelve months as follows:
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<s> <c> <c>
Gross proceeds $1,000,000 $ 500,000 $ 250,000
Offering expense $ 61,095 $ 61,095 $ 61,095
----------- ---------- ---------
Net proceeds $ 938,905 $ 438,905 $ 188,905
Construct Laboratory $ 150,000 $ 100,000 $ 0
Laboratory Equipment $ 250,000 $ 150,000 $ 18,000
Lab Expenses $ 75,000 $ 20,000 $ 0
Fuel/emission testing $ 60,000 $ 20,000 $ 20,000
Consulting and employee $ 180,000 $ 60,000 $ 60,000
Travel Expenses $ 40,000 $ 20,000 $ 15,000
Legal Expenses $ 30,000 $ 15,000 $ 15,000
Patent attorney $ 50,000 $ 5,000 $ 5,000
Marketing and branding $ 30,000 $ 15,000 $ 15,000
Working Capital $ 73,905 $ 33,905 $ 40,905
----------- --------- ---------
Total use of Proceeds $ 938,905 $ 438,905 $ 188,905
If less than $250,000 is raised, the priority of the use of proceeds
shall be to continue getting the product tested in the field and to
develop marketing materials before paying for any other proposed use of
proceeds.
If the offering is conducted through a National Association of
Securities Dealers, Inc. member firm, standard NASD commissions will be
paid.
The foregoing use of proceeds is a good faith estimate and is not
conclusive. If the board of directors of Dulzin Izmir deems it
necessary and in Dulzin Izmir?s best interest to modify the use of the
proceeds at a later time, it will do so.
The foregoing use of proceeds is a good faith estimate and is not
conclusive. If the board of directors of Dulcin Izmir Corporation
deems it necessary and in our best interest to modify the use of the
proceeds at a later time, it will do so.
Dilution
Assuming completion of the offering, there will be up to 16,000,000
common shares outstanding. The following table illustrates the per
common share dilution as of August 31, 2005 that may be experienced by
investors at various funding levels.
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Funding Level $1,000,000 $500,000 $250,000
Offering price $0.25 $0.25 $0.25
Net tangible book
value per common
share before offering $ .0025 $ .0025 $ .0025
Increase per common
share attributable to
investors $ 0.0575 $ 0.0275 $ 0.0175
------- -------- -------
Pro forma net tangible
book value per
common share after
offering $ 0.06 $ 0.03 $0.02
------- -------- -------
Dilution to investors $ 0.19 $ 0.22 $ 0.23
Dilution as a
percentage of
offering price 76.0% 88.0% 92.0%
Based on 12,000,000 common shares outstanding as of November 30, 2005
and tangible net assets of $30,563 utilizing audited August 31, 2005
financial statements.
Further Dilution. In the future, Dulcin Izmir Corporation may issue
equity and debt securities. Any sales of additional common shares may
have a depressive effect upon the market price of Dulcin Izmir
Corporation's common shares and investors in this offering.
Dividend Policy
We have never declared or paid any dividends. In addition, we
anticipate that we will not declare dividends at any time in the
foreseeable future.
Instead, we will retain any earnings for use in our business. This
policy will be reviewed by our board of directors from time to time in
light of, among other things, our earnings and financial position.
Determination of Offering Price
The offering price of the common shares were arbitrarily determined by
Dulcin Izmir Corporation based on the financial needs of Dulcin Izmir
Corporation and our subsidiary without regard to the book value or
market value of our common shares.
Management's Discussion and Analysis of
Financial Condition and Results of Operations
The following discussion of Dulcin Izmir Corporation includes the
financial results of its wholly owned subsidiary, Dulcin Venezuela.
17
Trends and Uncertainties.
Dulcin Izmir is in the development stage, has not commenced operations
and has sustained a loss to date. The demand for our products would
be negatively affected if current engines are redesigned.
Financing Activities.
For the period from April 11, 2005 (inception) to August 31, 2005,
Dulcin Izmir received proceeds from the sale of common stock of
$35,700.
Commencing in September 2005, Dulcin Izmir sold, in a private
placement, 4,526,000 shares of common stock at $.05 per share, for
gross proceeds of $226,300, of which all but $14,000 was received by
October 4, 2005. The stock offering costs of approximately $38,000
associated with the private placement were incurred as of August 31,
2005.
Investing Activities.
For the period from inception to August 31, 2005, Dulcin Izmir paid
advances of $6,906 to non-affiliates and an advance of $3,885 to an
affiliated party to pay for Research and Development Costs for Blue Sky
International Inc.
Results of Operations.
For the period from April 11, 2005 (inception) to August 31, 2005,
Dulcin Izmir did not receive any revenues. For the period from April
11, 2005 (inception) to August 31, 2005, Dulcin Izmir incurred general
and administrative expenses of $13,541 and research and development
costs of $18,357. As a result, Dulcin Izmir had a net loss of $31,898
for the period from inception to August 31, 2005.
Plan of Operation. Our ability to continue in existence is dependent
on our ability to develop additional sources of capital
Milestones: Steps Timeline
1. Develop additional Prepare Business Plan 2 months
sources of capital
2. Complete prototypes Continue field testing 6 ? 9 months
for various applications Open Lab
3. Set up marketing plan Develop Marketing Materials 6 months
Hire and Train Salesmen 9 months
Establish distribution Network 6 ? 12 months
No one milestone needs to be complete to pursue any other milestone.
18
Going Concern. The accompanying financial statements have been
prepared assuming that Dulcin Izmir will continue as a going concern.
Going concern contemplates the realization of assets and the
satisfaction of liabilities in the normal course of business over a
reasonable length of time. Dulcin Izmir is in the development stage
and has incurred ($31,898) losses since inception and has negative cash
flows from operations. The future of Dulcin Izmir is dependent upon
our ability to reach our milestones, obtain additional equity financing
and upon future successful development and marketing of Dulcin Izmir's
services.
Failure to reach the milestones discussed above or secure additional
financing, if any, may result in Dulcin Izmir?s inability to continue
as a going concern.
Recent Accounting Pronouncements.
Interpretation No. 46 (FIN 46) (R)
Effective December 2003, The Financial Accounting Standards Board
revised Fin 46 which required certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the equity
investors in the entity did not have the characteristics of a
continuing financial interest or did not have sufficient equity at risk
for the entity to finance its activities without additional
subordinated financial support from other parties, the determination to
be made on the date an enterprise becomes involved with an entity.
SFAS 148 Accounting for Stock-Based Compensation-Transition and
Disclosure
Amends FASB 123 to provide alternative methods of transition for an
entity that voluntarily changes to the fair value based method of
accounting for stock-based employee compensation.
SFAS 149 Amendment of Statement 133 on Derivative Instruments and
Hedging Activities
This Statement amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives)
and for hedging activities under FASB Statement NO. 133, Accounting for
Derivative Instruments and Hedging Activities.
SFAS 150 Financial Instruments with Characteristics of both
Liabilities and Equity
This Statement requires that such instruments be classified as
liabilities in the balance sheet. SFAS 150 is effective for financial
instruments entered into or modified after May 31, 2003.
19
SFAS 123R Accounting for Stock Based Compensation
In December 2004, the FASB issued Statement of Financial Accounting
Standards (?SFAS?) No. 123 (revised 2004), Share-Based Payment (?SFAS
No. 123-R?). SFAS No.123-R is a revision of SFAS No. 123, as amended,
Accounting for Stock-Based Compensation, and supersedes Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. SFAS No.123-R eliminates the alternative to use the
intrinsic value method of accounting that was provided in SFAS No. 123,
which generally resulted in no compensation expense recorded in the
financial statements related to the issuance of equity awards to
employees. SFAS No. 123-R requires that the cost resulting from all
share-based payment transactions be recognized in the financial
statements. SFAS No. 123-R establishes fair value as the measurement
objective in accounting for share-based payment arrangements and
requires all companies to apply a fair-value-based measurement method
in accounting for generally all share-based payment transactions with
employees.
Management
Our bylaws provide that the number of directors who shall constitute
the whole board shall be such number as the board of directors shall at
the time have designated. We confirm that the number of authorized
directors has been set at three pursuant to our bylaws. Each director
shall be selected for a term of one year and until his successor is
elected and qualified. Vacancies are filled by a majority vote of the
remaining directors then in office with the successor elected for the
unexpired term and until the successor is elected and qualified.
The directors and executive officers are as follows:
NAME POSITIONS HELD SINCE
<s> <c> <c>
Maria Camila Maz, age 37 President/CEO/Director Inception
To present
BUSINESS EXPERIENCE OF OFFICERS AND DIRECTORS
- ---------------------------------------------
Maria Camila Maz. Ms. Maz has been an officer and director of Dulcin
Izmir since inception. From 2002 to present, Ms. Maz has been the
president of Prosper Financial, Inc., a management company that
currently has a contract with China Granite Corporation, a company that
mines, processes and distributes various granites and produces and
distributes Rare Earth metals and alloys. From 2000-2002, Ms. Maz was
executive assistant and investment analyst for Auron 2000, Inc., a
company engaged in consulting and management of companies in several
industries from biotech to technology and internet. Ms. Maz received a
Bachelor of Business Administration with areas of concentration in
marketing and finances from the Universidad de los Andes in 1993.
20
Executive Compensation.
Maria Camila Maz devotes approximately 50% of her time to Dulcin Izmir
Corporation and our subsidiary's affairs.
Pursuant to a consulting agreement, Dulcin Izmir pays Prosper Financial
Inc. $4,000 per month for management services, preparing a Business
Plan, raising capital etc. Ms. Maz is the president and controlling
shareholder of Prosper. To date, Ms. Maz has received $12,000
pursuant to the consulting agreement.
We do not have any standard arrangements by which directors are
compensated for any services provided as a director. No cash has been
paid to the directors in their capacity as such.
Security Ownership of Certain
Beneficial Owners and Management
The following table sets forth, as of August 31, 2005, the number and
percentage of outstanding shares of Dulcin Izmir Corporation common
stock owned by (i) each person known to us to beneficially own more
than 5% of its outstanding common stock, (ii) each director, (iii) each
named executive officer, and (iv) all officers and directors as a
group. Additionally, the following table includes shares that the
shareholders have the right to acquire within 60 days.
(I) PERSONS BENEFICIALLY OWNING MORE THAN 5% OF OUTSTANDING COMMON STOCK
- -----------------------------------------------------------------------
Name of Beneficial Owners Common Stock Percentage Owned
Beneficially Owned Before Offering After Offering
<s> <c> <c> <c>
Maria Camila Maz
530 Vittorio Avenue
Coral Gables, FL 33146 5,000,000 41.67% 31.25%
Cadaques SA
Avenida Brasil 3031, Apto 102
Montevideo, Uruguay 1,000,000 8.33% 6.25%
GIG Limited
105 Marbel Drive, PO Box 1436
Georgetown, Cayman Islands 800,000 6.67% 5.00%
Ricardo Requena
25 de Mayo 444, P2
Montevideo, Uruguay 1,000,000 8.33% 6.25%
Stratton SA
Carace 524, Apto 701
Montevideo, Uruguay 1,000,000 8.33% 6.25%
21
Costas Michael Takkas
2642 Collins Avenue, Apt. 305
Miami, FL 33140 1,000,000 8.33% 6.25%
Directors and Officers,
as a group 5,000,000 41.67% 31.25%
Based upon 12,000,000 issued and outstanding as of October 31, 2005.
Certain Relationships and Related Transactions
As of August 31, 2005, Dulcin Izmir accrued payroll of $991 to a
related party, Prosper Financial, Inc., a corporation owned by the
president of Dulcin Izmir who, owns the majority of the outstanding
common stock of Dulcin Izmir. Prosper is also owed $3,146 for
principally travel expenses.
A consulting agreement between Prosper and Dulcin Izmir which was
signed and effective on September 1, 2005, includes but is not limited
to, payment for services in the amount of $4,000 per month,
reimbursement for all reasonable expenses, and shall be in effect for
one year from the commencement of the agreement. This agreement can be
terminated by Dulcin Izmir, with a 30 day notice.
Description of Capital Stock
The following statements constitute brief summaries of Dulcin Izmir
Corporation's certificate of incorporation and bylaws, as amended.
Common Shares. Dulcin Izmir Corporation's articles of incorporation
authorize it to issue up to 100,000,000 common shares, $0.0001 par
value per common share.
Preferred Shares. Dulcin Izmir Corporation's article of incorporation
does not authorize it to issue any preferred shares. We have No
preferred shares authorized
Liquidation Rights. Upon liquidation or dissolution, each outstanding
common share will be entitled to share equally in the assets of Dulcin
Izmir Corporation legally available for distribution to shareholders
after the payment of all debts and other liabilities.
Dividend Rights. There are no limitations or restrictions upon the
rights of the board of directors to declare dividends out of any funds
legally available therefore. Dulcin Izmir Corporation has not paid
dividends to date and it is not anticipated that any dividends will be
paid in the foreseeable future. The board of directors initially may
follow a policy of retaining earnings, if any, to finance the future
growth of Dulcin Izmir. Accordingly, future dividends, if any, will
depend upon, among other considerations, Dulcin Izmir's need for
working capital and its financial conditions at the time.
22
Voting Rights. Holders of common shares of Dulcin Izmir are entitled
to voting rights of one hundred percent. Holders may cast one vote for
each share held at all shareholders meetings for all purposes.
Other Rights. Common shares are not redeemable, have no conversion
rights and carry no preemptive or other rights to subscribe to or
purchase additional common shares in the event of a subsequent
offering. Common Shares do not have cumulative voting features.
Our bylaws allow action to be taken by written consent rather than at a
meeting of stockholders with the consent of the holders of a majority
of shares entitled to vote.
Transfer Agent. Dulcin Izmir Corporation has retained First American
Stock Transfer Company Inc. to act as its transfer agent.
Shares Eligible For Future Sale
Upon the date of this prospectus, there are 12,000,000 shares of our
common stock outstanding. In the future, common shares may be issued
in private business transactions and a public offering. All of the
currently outstanding common shares and any additional common shares
issued in private business transactions will be "restricted securities"
and may be sold in the United States in compliance with Rule 144
adopted under the Securities Act of 1933, as amended. Rule 144
provides, in essence, that a person who has held restricted securities
for a period of one year may sell every three months in a brokerage
transaction, or with a market maker, an amount equal to the greater of
1% of Dulcin Izmir's outstanding shares or the average weekly trading
volume, if any, of the shares during the four calendar weeks preceding
the sale.
Sales under Rule 144 are also subject to notice and manner of sale
requirements and to the availability of current public information and
must be made in unsolicited brokers' transactions or to a market maker.
A person who is not an affiliate of Dulcin Izmir under the Securities
Act during the three months preceding a sale and who has beneficially
owned such shares for at least two years is entitled to sell the shares
under Rule 144 without regard to the volume, notice, information and
manner of sale provisions. Affiliates must comply with the
restrictions and requirements of Rule 144 when transferring restricted
shares even after the two year holding period has expired and must
comply with the restrictions and requirements of Rule 144 in order to
sell unrestricted shares.
No predictions can be made of the effect, if any, that market sales of
shares of common stock or the availability of such shares for sale will
have on the market price prevailing from time to time. Nevertheless,
sales of significant amounts of our common stock could adversely affect
the prevailing market price of the common stock, as well as impair our
ability to raise capital through the issuance of additional equity
securities.
23
Plan of Distribution
Dulcin Izmir is offering 4,000,000 common shares at the purchase price
of $.25 per common share.
There is no minimum offering amount.
The offering will commence on the effective date of this prospectus and
will terminate on or before December 31, 2006. There is no minimum
investment amount.
We will sell the common shares ourselves and do not plan to use
underwriters or pay any commissions. We will be selling our common
shares using our best efforts.
The common shares are being offered by Maria Camila Maz, officer and
director of Dulcin Izmir Corporation. Ms. Maz will be relying on the
safe harbor in Rule 3a4-1 of the Securities Exchange Act of 1934 to
sell the common shares. No sales commission will be paid for common
shares sold by Ms. Maz. Ms. Maz is not subject to a statutory
disqualification and is not an associated person of a broker or dealer.
Additionally, Ms. Maz primarily performs substantial duties on behalf
of Dulcin Izmir Corporation otherwise than in connection with
transactions in securities. Ms. Maz was neither a broker or dealer or
an associated person of a broker or dealer within the preceding 12
months and has not participated in selling an offering of securities
for any issuer more than once every 12 months other than in reliance on
paragraph (a)4(i) or (a)4(iii) of Rule 3a4-1 of the Securities Exchange
Act of 1934.
No formal escrow.
There is no minimum offering amount and no formal escrow has been
established. The funds shall be deposited in the corporate account
for immediate use.
Disclosure of Commission Position on Indemnification
for Securities Act Liabilities
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of
the small business issuer as provided in the foregoing provisions, or
otherwise, the small business issuer has been advised that in the
opinion of the SEC 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 small business issuer of expenses
incurred or paid by a director, officer or controlling person of the
small business issuer 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 small business
issuer will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
24
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
Market for Common Stock and
Related Stockholder Matters
Our common stock is not listed on any exchange or over the counter.
Holders.
As of November 30, 2005, the number of shareholders of common stock of
Dulcin Izmir Corporation was 21.
Dividends.
We have not declared any cash dividends on our common stock since our
inception and do not anticipate paying any dividends in the foreseeable
future. We plan to retain any future earnings for use in our business.
Any decisions as to future payment of dividends will depend on our
earnings and financial position and such other factors as the board of
directors deems relevant.
Experts
The financial statements of Dulcin Izmir Corporation, appearing in this
registration statement, have been audited by Braverman International
P.C., independent auditors and are included in reliance upon such
report given upon the authority of such firm as experts in accounting
and auditing.
Legal Proceedings
There are no legal proceedings, pending or threatened, against Dulcin
Izmir Corporation or its officers or directors in their capacity with
Dulcin Izmir Corporation at this time.
Legal Matters
Certain legal matters with respect to the issuance of shares of common
stock offered by this prospectus will be passed upon by Jody M. Walker,
Centennial, Colorado.
Where You Can Find More Information
At your request, we will provide you, without charge, a copy of any
document filed as exhibits in this prospectus. If you want more
information, write or call us at:
25
Dulcin Izmir Corporation
Attention: Maria Camila Maz, President
Our fiscal year ends on December 31st. After the effective date of this
registration statement, we intend to become a reporting company and
file annual, quarterly and current reports with the SEC. At that
time, you may read and copy any reports, statements, or other
information we file at the SEC's public reference room at 100 F Street,
Washington D.C. 20549. You can request copies of these documents,
upon payment of a duplicating fee by writing to the SEC. Please call
the SEC at 1-800-SEC-0330 for further information on the operation of
the public reference rooms. Our SEC filings will also be available to
the public on the SEC Internet site at http:\\www.sec.gov.
26
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
DULCIN IZMIR CORPORATION
Miami, Florida
We have audited the accompanying consolidate balance sheet of DULCIN
IZMIR CORPORATION (a Florida corporation) as of August 31, 2005, and
the related consolidated statements of operations, stockholders?
equity, and cash flows for the period from April 11, 2005 (inception)
to August 31, 2005. 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 audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. The Company has determined that it is not required to
have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the Company?s
internal control over financial reporting. Accordingly, we express no
such opinion. An audit also includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides 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 DULCIN
IZMIR CORPORATION as of August 31, 2005, and the results of its
operations and its cash flows for the period from April 11, 2005
(inception) to August 31, 2005, in conformity with accounting
principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in
Note 1 to the financial statements, the Company is in the development
stage, has not commenced operations, and has sustained a loss to date
that raises substantial doubt about its ability to continue as a going
concern. Management?s plans in regard to these matters are also
described in Note 1. The consolidated financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Braverman International, P.C.
Prescott, Arizona
October 20, 2005
27
DULCIN IZMIR CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEET
AUGUST 31, 2005
ASSETS
Current Assets
Cash $ 19,772
Advances 6,906
Advances - related party 3,885
----------
Total Current Assets $ 30,563
==========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 20,785
Accounts payable - related party 4,137
----------
Total Current Liabilities 24,922
----------
STOCKHOLDERS' EQUITY
Common stock, par value $.0001, 100,000,000 shares
authorized, 7,474,000 issued and outstanding 747
Paid in capital 36,792
(Deficit) accumulated during the development stage (31,898)
----------
Total Stockholders' Equity 5,641
----------
$ 30,563
==========
See accompanying notes to financial statements.
28
DULCIN IZMIR CORPORATION
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
CUMULATIVE FROM APRIL 11, 2005 (INCEPTION) TO AUGUST 31, 2005
REVENUES $ -
----------
EXPENSES
General and administrative 13,541
Research & Development 18,357
----------
Total expenses 31,898
----------
NET (LOSS) $ (31,898)
==========
NET (LOSS) PER SHARE *
==========
WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 6,469,600
==========
* less than $.01 per share
See accompanying notes to financial statements.
29
DULCIN IZMIR CORPORATION
(A Development Stage Company)
CONSOLIDATED STATEMENT OF CASH FLOWS
CUMULATIVE FROM APRIL 11, 2005 (INCEPTION) TO AUGUST 31, 2005
OPERATING ACTIVITIES
Net (loss) from operations $ (31,898)
----------
Adjustments to reconcile net (loss) to net cash
provided (used) by operating activities:
Common Stock issued for Services 600
Contributions to capital 1,239
Changes in operating assets and liabilities:
Increase in accounts payable - related party 4,137
Increase in accounts payable 23,930 20,785
Total adjustments 26,762
----------
NET CASH (USED BY) OPERATING ACTIVITIES (5,137)
----------
INVESTING ACTIVITIES
(Increase) in advances (6,906)
(Increase) in advances - related party (3,885)
----------
NET CASH USED BY INVESTING ACTIVITIES (10,791)
----------
FINANCING ACTIVITIES
Proceeds from sale of common stock, net 35,700
----------
NET CASH PROVIDED BY FINANCING ACTIVITIES 35,700
----------
NET INCREASE IN CASH 19,772
CASH, BEGINNING OF PERIOD -
----------
CASH, END OF PERIOD $ 19,772
==========
See accompanying notes to financial statements.
30
DULCIN IZMIR CORPORATION
(A Development Stage Company)
STATEMENTS OF STOCKHOLDERS' EQUITY
(Deficit)
Accumulated Total
During Stock-
Common Stock Paid-in Development holders?
Shares Amount Capital Stage Equity
---------- ---------- ---------- ---------- ----------
<s> <c> <c> <c> <c> <c>
Inception, April 11, 2005,
Stock issued for services
@ $.0001 per share 6,000,000 $ 600 $ - $ - $ 600
Shares issued June 9, 2005
for cash at $.05 per
share 100,000 10 4,990 - 5,000
Shares issued June 15, 2005
for cash at $.05 per
share 300,000 30 14,970 - 15,000
Shares issued July 20, 2005
for cash at $.05 per
share 74,000 7 3,693 - 3,700
Shares issued August 18, 2005
for cash at $.05 per
share 800,000 80 39,920
- - 40,000
Shares issued August 24, 2005
for cash at $.05 per
share 200,000 20 9,980 - 10,000
Stock offering costs - - (38,000) - (38,000)
Contributed Capital - - 1,239 - 1,239
Net (loss) for period - - - (31,898) (31,898)
---------- ---------- ---------- ---------- ----------
Balance, August 31, 2005 7,474,000 $ 747 $ 36,792 $ (31,898) $ 5,641
========== ========== ========== ========== ==========
See accompanying notes to financial statements.
31
DULCIN IZMIR CORPORATION
(A Development Stage Company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 ? SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
History
- -------
Dulcin Izmir Corporation (Dulcin) is in the development stage as
defined in Financial Accounting Standards Board Statement No. 7. It is
a Florida corporation, formed on April 11, 2005. Since inception it
has had no operations. The Company plans to be involved in the
conservation of the environment and energy resources via its equity
ownership in Blue Sky International Ltd. and other companies involved
in these activities. Dulcin?s initial project is to develop a
?hydrocarbon processing device that is universally adaptable to engines
and combustion equipment?. Its fiscal year end is August 31.
Basis of Presentation
- ---------------------
On August 15, 2005, Dulcin entered into a Memorandum of Understanding
(MOU) with Deleo Limited, a Delaware corporation (Deleo), to create and
fund a corporation to be named, Blue Sky International, Ltd., a
Delaware corporation (Blue Sky). Blue Sky was incorporated on August
23, 2005, and has had limited transactions through August 31, 2005.
Initially Blue Sky will be equally owned by Deleo and Dulcin, with the
eventual ownership changing to 70 percent for Dulcin when and if the
fundraising for Blue Sky is completed. The financial statements
presented herein are those of Dulcin consolidated with Blue Sky, since
Blue Sky is considered to be a variable interest entity (see Note 6 -
Interpretation No. 46 (FIN 46) (R)) in which Dulcin is considered the
primary beneficiary based on the expected future residual returns
and/or losses. At the present time there is no recourse available to
the creditors of Blue Sky to the assets of Dulcin. Blue Sky?s fiscal
year end is August 31.
Principles of Consolidation
- ---------------------------
The consolidated financial statements as of and for the year ended
August 31, 2005, include the accounts of Dulcin Izmir Corporation and
Blue Sky International, Ltd. (a variable interest entity), after
elimination of all inter-company accounts and transactions. Included
in the consolidated balance sheet of Dulcin are the assets of Blue Sky,
advances of $6,906, and advances ? related party of $3,885.
Cash Equivalents
---------------
The Company considers all highly liquid investments with the original
maturities of three months or less to be cash equivalents.
32
Going Concern
- -------------
The Company?s financial statements have been presented on the basis
that it is a going concern, which contemplates the realization of
assets and the satisfaction of liabilities in the normal course of
business. It has sustained an operating loss since inception. The
Company?s ability to continue in existence is dependent on its ability
to develop additional sources of capital, and/or to achieve profitable
operations. Management?s plan is to initially pursue the sale of
equity securities and eventually the sale of products pursuant to
its marketing rights. The accompanying financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
Income Taxes
- ------------
The Company uses the liability method of accounting for income taxes
pursuant to Statement of Financial Accounting Standards Board Opinion
No. 109. Under this method, deferred income taxes are recorded to
reflect the tax consequences in future periods of temporary differences
between the tax basis of assets and liabilities and their financial
amounts at year-end.
Earnings (loss) Per Common Share
- --------------------------------
Basic loss per common share has been calculated based upon the weighted
average number of common shares outstanding during the period in
accordance with the Statement of Financial Accounting Standards
Statement No. 128, ?Earnings per Share?.
Use of Estimates in the Preparation of Financial Statements
- -----------------------------------------------------------
The preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets
and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting periods.
Actual results could differ from those estimates and assumptions.
Fair Value of Financial Instruments
- -----------------------------------
Statement of Financial Accounting Standards No. 107, disclosures about
fair value of financial instruments, defines the fair value of a
financial instrument as the amount at which the instrument could be
exchanged in a current transaction between willing parties. The
carrying values of the Company?s financial instruments, which consists
of current liabilities approximate fair values due to the short-term
maturities of such instruments.
33
NOTE 2 - CONTRIBUTED CAPITAL
Capital contributed during the year ended August 31, 2005, by current
management, was based on the fair value of such services which were for
office overhead of $1,239.
NOTE 3 ? RELATED PARTY TRANSACTIONS
As of August 31, 2005, Dulcin accrued compensation of $991 to a related
party, Prosper Financial, Inc. (Prosper), a corporation owned by the
president of the Company, who owns the majority of the outstanding
common stock of the Company. Prosper is also owed $3,146 for
principally travel expenses which have been reflected in accounts
payable ? related party.
NOTE 4 ? INCOME TAXES
Deferred tax assets for income taxes as of August 31, 2005, of
approximately $10,400 were reduced to zero, after considering the
valuation allowance of $10,400, since there is no assurance of future
taxable income. As of August 31, 2005 there was also a net operating
loss carryforward of approximately $30,589, which expires in 2025, if
unused. The following is an analysis of deferred tax assets as of
August 31, 2005:
Deferred Valuation
Tax Assets Allowance Balance
---------- ---------- ----------
Additions for the year $ 10,400 $ ( 10,400) $ -
---------- ---------- ----------
Deferred tax assets at
August 31, 2005 $ 10,400 $ ( 10,400) $ -
---------- ---------- ----------
The following is reconciliation from the expected statutory federal
income tax rate to the Company?s actual income tax rate for the year
ended August 31:
2005
----------
Expected income tax (benefit) at federal statutory
tax rate -34 percent $ ( 10,845)
Permanent differences 445
Valuation allowance 10,400
----------
Actual income tax (benefit) $ -
==========
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NOTE 5 - COMMITMENTS AND CONTINGENCIES
Formation and Funding for Blue Sky
On August 15, 2005, the company and Deleo Limited (Deleo) signed an MOU
to form Blue Sky. The provisions of the MOU included Deleo granting
Blue Sky a worldwide non royalty bearing license, which will be
sufficient for Blue Sky to produce, use, lease, sell, and import
licensed products. All improvements of the original invention
developed by Blue Sky shall belong to Deleo.
Upon the formation of Blue Sky, Deleo and Dulcin will each receive 50
percent of Blue Sky. After reaching the maximum funding of
$10,000,000, Dulcin will own 70 percent and Deleo 30 percent. A
provision in the MOU, provides for dates of funding levels and at each
of these levels Deleo has the right to terminate the agreement and
convert the license agreement from an exclusive worldwide coverage to
regional coverage instead, if they are not achieved. Once Blue Sky has
received cumulative funding of $6,000,000 by May 1, 2007, Deleo cannot
terminate the agreement and both Deleo and Dulcin will each have a 50
percent interest. Once Blue Sky has received cumulative funding of
$10,000,000 by February 1, 2008, Deleo cannot terminate the agreement
and Deleo will have a 30 percent interest and Dulcin will have a 70
percent interest.
By May 1, 2006, if Dulcin completes its fundraising of $1,500,000 but
doesn?t complete the $2,000,000 by November 1, 2006; the license can be
converted to a regional license of South America. If Dulcin completes
its fundraising of $1,500,000 by May 1, 2006 and $2,000,000 by November
1, 2006, but does not complete the $2,500,000 by May 1, 2007; the
license can be converted to a regional license of South America, China,
Japan, and South Korea. The marketing license to regional areas has a
7.5 percent royalty on net profit due to Deleo on proceeds from the
sale of joint venture technology.
The MOU also has provisions for a consulting agreement with the
inventor of the technology, for a period of 36 months with the payment
of CDN $5,000 per month. After 24 months the agreement may be
cancelled with a 60 day notice. The inventor has also assigned his
rights to the technology to Deleo. Deleo also agrees to maintain the
intellectual property free and clear of all liens and encumbrances.
The MOU between Dulcin and Deleo is a tentative agreement subject to
finalization in the near term; therefore any conditions, provisions,
and commitments stated above are subject to change and additional
provisions may be added.
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NOTE 6 - THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS
Below is a listing of the most recent accounting standards and their
effect on the Company.
Interpretation No. 46 (FIN 46) (R)
Effective December 2003, The Financial Accounting Standards Board
revised Fin 46 which required certain variable interest entities to be
consolidated by the primary beneficiary of the entity if the equity
investors in the entity did not have the characteristics of a
continuing financial interest or did not have sufficient equity at risk
for the entity to finance its activities without additional
subordinated financial support from other parties, the determination to
be made on the date an enterprise becomes involved with an entity.
SFAS 148 Accounting for Stock-Based Compensation-Transition and
Disclosure
Amends FASB 123 to provide alternative methods of transition for an
entity that voluntarily changes to the fair value based method of
accounting for stock-based employee compensation.
SFAS 149 Amendment of Statement 133 on Derivative Instruments and
Hedging Activities
This Statement amends and clarifies financial accounting and reporting
for derivative instruments, including certain derivative instruments
embedded in other contracts (collectively referred to as derivatives)
and for hedging activities under FASB Statement NO. 133, Accounting for
Derivative Instruments and Hedging Activities.
SFAS 150 Financial Instruments with Characteristics of both
Liabilities and Equity
This Statement requires that such instruments be classified as
liabilities in the balance sheet. SFAS 150 is effective for financial
instruments entered into or modified after May 31, 2003.
SFAS 123R Accounting for Stock Based Compensation
In December 2004, the FASB issued Statement of Financial Accounting
Standards (?SFAS?) No. 123 (revised 2004), Share-Based Payment (?SFAS
No. 123-R?). SFAS No.123-R is a revision of SFAS No. 123, as amended,
Accounting for Stock-Based Compensation, and supersedes Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to
Employees. SFAS No.123-R eliminates the alternative to use the
intrinsic value method of accounting that was provided in SFAS No. 123,
which generally resulted in no compensation expense recorded in the
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financial statements related to the issuance of equity awards to
employees. SFAS No. 123-R requires that the cost resulting from all
share-based payment transactions be recognized in the financial
statements. SFAS No. 123-R establishes fair value as the measurement
objective in accounting for share-based payment arrangements and
requires all companies to apply a fair-value-based measurement method
in accounting for generally all share-based payment transactions with
employees.
NOTE 7 ? COMMON STOCK
The Company sold 1,474,000 shares in a private placement of common
stock during the year ended August 31, 2005, at $.05 each totaling
$73,700.
NOTE 8 ? RESEARCH AND DEVELOPMENT
Research and Development (R&D) costs are being expensed as R&D when
incurred until technological feasibility is established. R&D is a
separate component of operating expense. Technological feasibility is
established upon completion of a working model, which is typically
demonstrated after initial beta testing is completed. Development
costs incurred subsequent to the time a product?s technological
feasibility has been established, through the time the product is
available for general release to customers, are capitalized, if
material. The total amount incurred for the year of $18,357 was paid
to outside unrelated contractors for consulting services and expenses
related to the development of the technology.
NOTE 9 ? PATENTS AND APPLICATIONS
We expense internal patent and application costs as incurred because,
even though we believe the patents and underlying processes have
continuing value, the amount of future benefits to be derived there
from are uncertain. Purchased patents are capitalized and amortized
over the life of the patents.
NOTE 10 ? SUBSEQUENT EVENTS
Private Placement of Common Stock
- ---------------------------------
Commencing in September 2005, the Company sold, in a private placement,
4,526,000 shares of common stock at $.05 per share, for gross proceeds
of $226,300, of which all but $14,000 was received by October 4, 2005.
The Stock offering costs of approximately $38,000 associated with the
private placement were incurred as of August 31, 2005 and classified as
a reduction of paid in capital in the statement of stockholders? equity
as of August 31, 2005.
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Consulting Agreement ? Related Party
- ------------------------------------
A consulting agreement between Prosper and Dulcin which was signed and
effective on September 1, 2005, includes but is not limited to, payment
for services in the amount of $4,000 per month, reimbursement for all
reasonable expenses, and shall be in effect for one year from the
commencement of the agreement. This agreement can be terminated by
Dulcin, with a 30 day notice.
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Prospectus
Dulcin Izmir Corporation
4,000,000 Common Shares
at $.25 per Common Share
6,000,000 Common Shares on behalf of Selling Shareholders
January 13, 2005
YOU SHOULD ONLY RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS.
WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT
FROM THAT CONTAINED IN THIS PROSPECTUS. WE ARE OFFERING TO SELL, AND
SEEKING OFFERS TO BUY, COMMON SHARES ONLY IN JURISDICTIONS WHERE OFFERS
AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS
IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE
TIME OF DELIVERY OF THIS PROSPECTUS OR OF ANY SALE OF COMMON SHARES.
Until 2005, all dealers and selling stockholders
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.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 25. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the estimated expenses to be incurred in
connection with the distribution of the securities being registered.
The expenses shall be paid by the registrant.
SEC Registration Fee . . . . . $ 294.25
Printing and Engraving Expenses 500.00
Legal Fees and Expenses . . . 35,000.00
Accounting Fees and Expenses. . 23,000.00
Miscellaneous . . . . . . . . . 2,300.91
--------
TOTAL . . . . . . . . . . . . $ 61,095.16
========
ITEM 26. RECENT SALES OF UNREGISTERED SECURITIES
The following information sets forth particular information for all our
securities sold since inception, without registration under the
Securities Act.
On August 30, 2005, Dulcin Izmir issued the following shares at $.0001
per common share for services rendered.
Maria Camila Maz 5,000,000
Costa Michael Takkas 1,000,000
During August, September and October, 2005, Dulcin Izmir sold 6,000,000
common shares at $.05 per common shares to the following non-
affiliates.
All of the securities issued to date were issued pursuant to a non-
public offering under an exemption from registration per Section 4(2)
of the Securities Act of 1934 to sophisticated investors.
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ITEM 27. EXHIBITS
INDEX TO EXHIBITS
EXHIBIT NO. IDENTIFICATION OF EXHIBIT
3.i Articles of Incorporation
3.ii By-Laws
4.i Form of Specimen of common stock
5 Consent and Opinion of Legal Counsel, Jody
Walker, Esq.
23.1 Consent of Independent Auditor
ITEM 28. UNDERTAKINGS
(a) The undersigned registrant 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;
ii. Reflect in the prospectus any facts or events arising after
the effective date of which, individually or together, represent a
fundamental change in the information 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 in accordance
with Rule 424(b) of this chapter, if, in the aggregate, the changes in
volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration
Fee" table in the effective registration statement; and
iii. Include any additional or changed material on the plan of
distribution.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered, and
the offering of such securities at that time shall be deemed to be the
initial BONA FIDE offering thereof.
(3) 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.
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(4) i. That, for the purpose of determining liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the registrant as
provided in Rule 424(b)(1) or (4), or 497(h) under the Securities Act
shall be deemed to be part of this registration statement as of the
time it was declared effective.
ii. For determining any liability under the Securities Act,
each post-effective amendment that contains a form of prospectus shall
be deemed to be a new registration statement relating to the securities
offered, and the offering of such securities at that time shall be
deemed to be the initial BONA FIDE offering thereof.
(b) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the registrant as provided in the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the
SEC 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 whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such
issue.
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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 Miami, State of Florida on the 13th day of
January 2006.
Dulcin Izmir Corporation
/s/Maria Camila Maz
- ------------------------------
By: Maria Camila Maz, 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.
Dulcin Izmir Corporation
(Registrant)
By: /s/Maria Camila Maz Dated: January 13, 2006
Director, Chief Executive Officer
Controller, Chief Financial Officer
Director
This Sentance is confusing might want to rephrase.
1
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