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 November 30, 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,
November 30, 2006: Common Stock - 12,145,000
2
Part I Financial Information Page
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
November 30, 2006 (unaudited) and August 31, 2006 3
Unaudited Condensed Consolidated Statements of Operations
for the three months ended November 30, 2006, and
cumulative from inception on April 11, 2005 through
November 30, 2006 4
Unaudited Condensed Consolidated Statements of Cash
Flows for the three months ended November 30, 2006,
from April 11, 2005 (inception) to November 30, 2006 5
Notes to Consolidated Financial Statements (unaudited) 6
Item 2. Plan of operation 8
3
DULCIN IZMIR CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED BALANCE SHEETS
November 30, August 31,
2006 2006
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(unaudited)
ASSETS
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Current Assets
Cash $ 12,271 $ 25,334
Prepaid rent 900 900
Deposit - rent 963 963
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Total Current Assets 14,134 27,197
Office furniture and equipment,
net of depreciation 4,673 1,675
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$ 18,808 $ 28,871
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LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES
Accounts payable $ 6,000 $ 1,455
Accounts payable - related party 4,933 5,171
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Total Current Liabilities 10,933 6,626
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STOCKHOLDERS' EQUITY
Common stock, par value $.0001, 100,000,000
shares authorized, 12,037,500 issued and
outstanding-August 31, 2006, 12,145,000 issued
and outstanding-November 30, 2006 1,215 1,204
Paid in capital 323,875 280,886
(Deficit) accumulated during the
development stage (317,215) (259,844)
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Total Stockholders' Equity 7,874 22,245
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$ 18,808 $ 28,871
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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 ended, April 11, 2005
November 30, (Inception) to
2006 2005 November 30, 2006
-------------------------- ---------------------
<s> <c> <c> <c>
REVENUES $ - $ - $ -
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EXPENSES
General and administrative
Consulting Fees 30,000 12,000 91,100
Depreciation 218 - 218
Legal fees 1,050 20,323 15,591
Stock registration costs - - 10,294
Other 26,103 22,646 87,260
Research & Development - 51,878 62,752
Impairment loss - - 50,000
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Total expenses 57,371 106,847 317,215
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NET (LOSS) FROM CONTINUING
OPERATIONS $ (57,371) $ (106,847) $ (317,215)
========== ========== ==========
BASIC NET (LOSS) PER SHARE * $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING 12,109,167 11,880,000
========== ==========
* 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
Three months ended, April 11, 2005
November 30, (Inception) to
2006 2005 November 30, 2006
------------------- -----------------
<s> <c> <c> <c>
OPERATING ACTIVITIES
Net (loss) $ (57,371) $ (106,847) $ (317,215)
Adjustments to reconcile net (loss)
to net cash provided (used) by operating
activities:
Common Stock issued for services - - 600
Contributions to capital - 1,750 4,489
Depreciation 218 - 218
Changes in operating assets and liabilities:
Increase/(decrease) in accounts payable
-related party (238) 3,498 4,933
Increase in accounts payable 4,545 19,670 6,000
(Increase) in deposit-rent - - (963)
(Increase) in prepaid rent - - (900)
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Total adjustments 4,525 24,917 14,377
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NET CASH (USED) BY OPERATING
ACTIVITIES (52,846) (81,929) (302,838)
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INVESTING ACTIVITIES
(Increase) in equipment (700) - (2,375)
(Increase) in office furniture (2,516) - (2,516)
Decrease in advances - 4,005 -
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NET CASH PROVIDED (USED) BY INVESTING
ACTIVITIES (3,216) 4,005 (4,891)
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FINANCING ACTIVITIES
Decrease in advances-related party - 3,816 -
Proceeds from sale of common stock,
net of offering costs in 2005 43,000 221,800 320,000
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NET CASH PROVIDED BY FINANCING
ACTIVITIES 43,000 225,616 320,000
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NET INCREASE/(DECREASE) IN CASH (13,062) 147,691 12,271
CASH, BEGINNING OF PERIOD 25,334 19,772 -
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CASH, END OF PERIOD $ 12,271 $ 167,463 $ 12,271
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SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
6
DULCIN IZMIR COPORATION
Notes to Condensed 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 November 30,
2006 and the results of its operations and cash flows for the three
months ended November 30, 2006 have been made. Operating results for
the three months ended November 30, 2006 are not necessarily indicative
of the results that may be expected for the year ended August 31, 2007.
These unaudited condensed consolidated financial statements should be
read in conjunction with the audited financial statements and notes
thereto contained in the Company's Form 10-KSB for the year ended
August 31, 2006.
NOTE 2 - GOING CONCERN
Our unaudited condensed consolidated 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. We have sustained operating losses since
inception. Our ability to continue in existence is dependent on our
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 to provide the services
contemplated by the incorporation of Lifespan. The accompanying
financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
NOTE 3 - SALE OF COMMON STOCK
Commencing in October 2006, we sold 107,500 shares of common stock at
$.40 per share pursuant to form SB-2. Gross proceeds totaled $43,000,
all of which was received by October 31, 2006.
NOTE 4 - EQUIPMENT AND DEPRECIATION
We purchased office furniture totaling $2,515, and an upgrade to our
phone system in the amount of $700, in the current quarter ended
November 30, 2006. We also commenced depreciation of our assets in the
current quarter using the straight line method. We estimate that the
phone system and the office furniture will have a five year useful
7
life. The current period ending November 30, 2006 has depreciation
expense totaling $218, consisting of office furniture of $105, and
office equipment of $113.
NOTE 4 - RESEARCH AND DEVELOPMENT
Research and development costs were nil in the quarter ending November
30, 2006. This reduction is considered temporary while the Company
redirects and redefines its strategic plan.
NOTE 5 - AMENDMENT TO MEMORANDUM OF UNDERSTANDING WITH
FAIRGRIEF
On September 8, 2006, the parties signed an amendment to its MOU dated,
August 22, 2006. Upon execution of the amended agreement, we shall own
53% and Fairgrief shall own 47% of shares issued (this is equal to a 1%
change for each party). The remaining investment requirements and
phases remain in force, however, several of the provisions therein have
been extended to April 15, 2007. Included in this extension are the due
dates for the definitive agreement and the first stage of financing for
Lifespan. The amendment also has provisions that Fairgrief will
transfer to Lifespan all rights and interests in the planned treatment
program, and that the agreement can be terminated by either party
before the date of a definitive agreement, and if terminated by
Fairgrief, all monies invested by Dulcin shall be returned within three
business days.
The above amended MOU contained a provision, previously discussed in
the Form 10-KSB subsequent events footnote as of August 31, 2006, that
the president of Lifespan Bioscience was to receive a salary equal to
two-thirds of the compensation to be paid to the consultant, Fairgrief.
That provision is now being corrected to provide that the salary to be
paid to the president was to be paid by the president's company,
Prosper Financial, not Lifepsan Bioscience.
NOTE 6 - RELATED PARTY TRANSACTIONS
Accounts Payable - Related Party
As of November 30, 2006, 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 was owed $4,000, which
has been reflected in accounts payable - related party in the accompany
unaudited condensed consolidated balance sheet. In addition to the
amount already mentioned the balance of accounts payable - related
party also includes $933 for accrued payroll to the president,
outstanding since year ending August 31, 2005. Prosper was paid $9,693
during the current quarter ending November 30, 2006 for management
services and $4,237 for the prior year.
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Consulting Agreement - Related Party
A consulting agreement between Prosper and Dulcin which was renewed on
September 1, 2006, 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 another year. This agreement can
be terminated by Dulcin, with a 30 day notice.
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ITEM 2. 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, Blue Sky.
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.
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 percent interest in Blue Sky International, Ltd. Despite
its ongoing efforts, Dulcin Izmir has been unable to formalize a
definitive agreement with Deleo, Ltd. as of August 11, 2006. As a
result, Dulcin Izmir is exploring other business opportunities.
On September 8, 2006, Dulcin signed an amendment to its Memorandum of
Understanding with Kevin Fairgrief dated August 22, 2006. Upon
execution of the amended agreement, we shall own 53% and Fairgrief
shall own 47% of shares issued (this is equal to a 1% change for each
party). The remaining investment requirements and phases remain in
force, however, several of the provisions therein have been extended to
April 15, 2007. Included in this extension are the due dates for the
definitive agreement and the first stage of financing for Lifespan. The
amendment also has provisions that Fairgrief will transfer to Lifespan
all rights and interests in the planned treatment program, and that the
agreement can be terminated by either party before the date of a
definitive agreement, and if terminated by Fairgrief, all monies
invested by Dulcin shall be returned within three business days.
The above amended Memorandum of Understanding contained a provision,
previously discussed in the Form 10-KSB subsequent events footnote as
of August 31, 2006, that the president of Lifespan Bioscience was to
receive a salary equal to two-thirds of the compensation to be paid to
the consultant, Fairgrief. That provision is now being corrected to
provide that the salary to be paid to the president was to be paid by
the president's company, Prosper Financial, not Lifepsan Bioscience.
Financing Activities.
For the three months ended November 30, 2006, Dulcin Izmir received
proceeds from the sale of common stock, net of offering costs in 2005,
of $43,000. As a result, Dulcin Izmir had net cash provided by
financing activities of $43,000 for the three months ended November 30,
2006.
For the three months ended November 30, 2005, Dulcin Izmir had a
decrease in advances-related party of $3,816 and received proceeds from
the sale of common stock, net of offering costs in 2005, of $221,800.
As a result, Dulcin Izmir had net cash provided by financing activities
of $225,616 for the three months ended November 30, 2005.
10
Investing Activities.
For the three months ended November 30, 2006, Dulcin Izmir had an
increase in equipment of $700 and an increase in office furniture of
$2,516 resulting in net cash used by investing activities of $3,216.
For the three months ended November 30, 2005, 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 November 30, 2006, Dulcin Izmir did not
receive any revenues and incurred general and administrative expenses
of $57,371 including operating expenses relating to normal business
operations of $26,103, consulting fees of $30,000, depreciation of $218
and legal fees of $1,050.
Comparatively, for the three months ended November 30, 2005, Dulcin
Izmir did not receive any revenues and incurred general and
administrative expenses of $54,969 including operating expenses
relating to normal business operations of $22,646, consulting fees of
$12,000, and legal fees of $20,323. Research and development costs of
$51,878 were directly attributable to the activities of Blue Sky.
The increase in consulting fees and the decrease in legal fees were
related to the completion of the public offering and the payment of
outstanding consulting costs related to the offering. The decrease in
research and development costs were due to the costs associated with
the operations of Dulcin Izmir while Blue Sky was consolidated with it.
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 6 months
sources of capital
Going Concern. Our unaudited condensed consolidated 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. We have sustained
operating losses since inception. Our ability to continue in existence
is dependent on our 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 to
provide the services contemplated by the incorporation of Lifespan.
11
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.
Changes in Internal Controls. None
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PART II - OTHER INFORMATION
Item 1. Legal Proceedings. not applicable.
Item 2. Changes in Securities and Use of Proceeds.
Commencing in October 2006, we sold 107,500 shares of common stock at
$.40 per share pursuant to form SB-2. Gross proceeds totaled $43,000,
all of which was received by October 31, 2006.
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. On October 12, 2006, Dulcin Izmir
filed a Form 8-K, Item 8.01 Other Events relating to its
termination of further negotiations related to the Memorandum
of Understanding with Deleo Ltd. Additionally, the Form 8-K
discussed the Memorandum of Understanding with Kevin Fairgrief
wherein Dulcin Izmir will incorporate and fund a subsidiary
named Lifespan Health Sciences Inc. Fairgrief transferred all
of his rights, interest and knowledge in his treatment program
for numerous human diseases and conditions to Lifespan in
exchange for 11,000,000 shares of Lifespan. Dulcin Izmir will
fund Lifespan specifically to have Fairgrief's treatment
programs implemented on a large scale.
(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: February 13, 2007
Dulcin Izmir Corporation
/s/Maria Camila Maz
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By: Maria Camila Maz, President/CEO