SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
[x] Quarterly Report Pursuant to Section 13 or 15(d) Securities
Exchange Act of 1934 for Quarterly Period Ended February 28, 2006
- -OR-
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities And Exchange Act of 1934 for the transaction period from
_________ to________
Commission File Number 333-131043
DULCIN IZMIR CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 20-2710793
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(State or other jurisdiction (I.R.S. Employer Identification Number)
of incorporation or organization
P.O. Box 331916, Miami, FL 33233-1916
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(Address of principal executive offices, Zip Code)
(305) 586-4167
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(Registrant's telephone number, including area code)
Check whether the registrant (1) filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes [ X ] No [ ]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ x ]
The number of outstanding shares of the registrant's common stock,
February 28, 2006: Common Stock - 12,000,000
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PART I -- FINANCIAL INFORMATION
Dulcin Izmir Corporation
Item 1. Financial Statements
Condensed Consolidated Balance Sheets, February 28, 2006(unaudited)
Condensed Consolidated Statements of Operations for the three and six
months ended February, 2006 and 2005 (unaudited)
Condensed Consolidated Statements of Cash Flows for the three and six
months ended February 28, 2006 and 2005 (unaudited)
Notes to Consolidated Financial Statements
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DULCIN IZMIR CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED BALANCE SHEETS
February 28, August 31,
2006 2005
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(unaudited)
ASSETS
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Current Assets
Cash $ 137,549 $ 19,772
Advances 2,901 6,906
Advances - related party 69 3,885
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Total Current Assets $ 140,519 $ 30,563
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LIABILITIES AND STOCKHOLDERS' EQUITY
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CURRENT LIABILITIES
Accounts payable $ 54,024 $ 20,785
Accounts payable - related party 8,961 4,137
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Total Current Liabilities 62,695 24,922
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STOCKHOLDERS' EQUITY
Common stock, par value $.0001, 100,000,000
shares authorized, 12,000,000 issued and
outstanding - 2006, 7,474,000 issued and
outstanding - 2005 1,200 747
Paid in capital 256,645 36,792
(Deficit) accumulated during the
development stage (180,311) (31,898)
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Total Stockholders' Equity 77,534 5,641
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$ 140,519 $ 30,563
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
4
DULCIN IZMIR CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Cumulative
From
Three Months Six Months Apr 11, 2005
Ended Ended (Inception)
Feb 28, Feb 28, to Feb 28,
2006 2006 2006
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<s> <c> <c> <c>
REVENUES $ - $ - $ -
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EXPENSES
General and administrative
Consulting Fees 12,500 24,500 25,100
Legal Fees 2,223 22,546 28,022
Other 13,837 36,483 47,443
Research & Development 13,005 64,883 79,745
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Total expenses 41,566 148,413 180,311
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NET (LOSS) $ (41,566) $ (148,413) $ (180,311)
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NET (LOSS) PER SHARE * $ (0.01)
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WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 12,000,000 11,940,000
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* less than $.01 per share
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
5
DULCIN IZMIR CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Cumulative
From
April 11,
Six Months 2005
Ended, (Inception)
Feb 28, to Feb 28,
2006 2006
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OPERATING ACTIVITIES
Net (loss) from operations $ (148,413) $ (180,311)
Adjustments to reconcile net (loss) to net
cash provided (used) by operating activities:
Common Stock issued for Services - 600
Contributions to capital 1,750 2,989
Changes in operating assets and liabilities:
Increase in accounts payable - related party 4,824 8,961
Increase in accounts payable 33,238 54,023
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Total adjustments 39,813 66,574
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NET CASH (USED) BY OPERATING ACTIVITIES (108,600) (113,737)
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INVESTING ACTIVITIES
(Increase) decrease in advances 4,005 (2,901)
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NET CASH PROVIDED (USED) BY INVESTING
ACTIVITIES 4,005 (2,901)
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FINANCING ACTIVITIES
(Increase) in advances - related party 3,816 (69)
Proceeds from sale of common stock, net of
offering costs 218,556 254,256
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NET CASH PROVIDED BY FINANCING ACTIVITIES 222,372 254,187
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NET INCREASE IN CASH 117,777 137,549
CASH, BEGINNING OF PERIOD 19,772 -
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CASH, END OF PERIOD $ 137,549 $ 137,549
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS.
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DULCIN IZMIR CORPORATION
Notes to Consolidated Financial Statements
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
In the opinion of management, the accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with
generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial
statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair
presentation of the Company?s financial position as of February 28,
2006 and the results of its operations and cash flows for the three and
six months ended February 28, 2006 have been made. Operating results
for the six months ended February 28, 2006 are not necessarily
indicative of the results that may be expected for the year ended
August 31, 2006.
These condensed consolidated financial statements should be read in
conjunction with the financial statements and notes thereto contained
in the Company?s Form SB-2 which became effective on March 31, 2006.
NOTE 2 ? 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, all of which was received by October 26, 2005.
NOTE 3 ? PUBLIC OFFERING OF COMMON STOCK
The Company is registering on form SB-2 10,000,000 shares of common
stock at $.25 per share, of which 6,000,000 shares are for present
shareholders. Form SB-2 became effective on March 31, 2006. As of
February 28, 2006, total stock offering costs of $45,744 were incurred
and have been classified as a reduction of paid in capital in the
consolidated statement of stockholders? equity.
NOTE 4 ? RELATED PARTY TRANSACTIONS
Consulting Agreement ? Related Party
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A consulting agreement between Prosper and Dulcin 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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NOTE 5 ? RESEARCH AND DEVELOPMENT
Research and development costs were substantially reduced in the
quarter ending February 28, 2006. This reduction is considered
temporary while the Company redirects and redefines its strategic plan.
However, the Company has continued to record the consulting
compensation under a consulting agreement for research and development
of approximately $13,000, for the current quarter.
ITEM 6. 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.
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 six months ended February 28, 2006, Dulcin Izmir had a decrease
in advances ?related party of $3,816 and proceeds from the sale of
common stock, net of offering costs in a private placement offering of
$218,556. As a result, Dulcin Izmir had net cash provided by financing
activities of $222,372 for the six months ended February 28, 2006.
Investing Activities.
For the six months ended February 28, 2006, Dulcin Izmir had a decrease
in advances of $4,005 resulting in net cash provided by investing
activities of $4,005.
Results of Operations.
For the three months ended February 28, 2006, Dulcin Izmir did not
receive any revenues and incurred general and administrative expenses
of $41,566. These expenses included operating expenses relating to
normal business operations, consulting fees of $12,500, legal fees of
$2,223, and research and development costs of $13,005.
For the six months ended February 28, 2006, Dulcin Izmir did not
receive any revenues and incurred general and administrative expenses
of $148,413. These expenses included operating expenses relating to
normal business operations, consulting fees of $24,500, legal fees of
$22,546 relating to its patents costs and research and development
costs of $64,883. Research and development costs were substantially
reduced in the quarter ending February 28, 2006. This reduction is
considered temporary while Dulcin Izmir redirects and redefines its
8
strategic plan. However, Dulcin Izmir has continued to record the
consulting compensation under a consulting agreement for research and
development of approximately $13,000, for the current quarter.
Plan of Operation. Our ability to continue in existence is dependent
on our ability to develop additional sources of capital and complete
the following:
Milestones: Steps Timeline
<s> <c> <c>
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.
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 ($180,311) 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.
Item 3. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, under the supervision and with the participation of our
chief executive officer, conducted an evaluation of our "disclosure
controls and procedures" (as defined in Securities Exchange Act of 1934
(the "Exchange Act") Rules 13a-14(c)). Based on his evaluation, our
chief executive officer and chief financial officer have concluded that
as of the Evaluation Date, our disclosure controls and procedures are
effective to ensure that all material information required to be filed
in this quarterly report on Form 10QSB has been made known to him in a
timely fashion.
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Changes in Internal Controls
There have been no significant changes (including corrective actions
with regard to significant deficiencies or material weaknesses) in our
internal controls or in other factors that could significantly affect
these controls subsequent to the Evaluation Date set forth above.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. not applicable.
Item 2. Changes in Securities and Use of Proceeds.
Item 3. Defaults Upon Senior Securities.
not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
not applicable.
Item 5. Other Information. not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Reports on Form 8-K. none
(b) Exhibits. none
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this Report to be signed on its behalf
by the undersigned thereunto duly authorized.
Dated: May 23, 2006
Dulcin Izmir Corporation
/s/Maria Camila Maz
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By: Maria Camila Maz, President/CEO