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, 2007
- -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, 2007: Common Stock - 12,145,000
2
Part I Financial Information Page
Item 1. Financial Statements:
Condensed Consolidated Balance Sheets
February 28, 2007 (unaudited) and August 31, 2006 3
Unaudited Condensed Consolidated Statements of Operations
for the three and six months ended February 28, 2007 and
2006, and cumulative from inception on April 11, 2005 through
February 28, 2007 4
Unaudited Condensed Consolidated Statements of Cash
Flows for the three and six months ended February 28, 2007,
from April 11, 2005 (inception) to February 28, 2007 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
February 28, August 31,
2007 2006
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(unaudited)
ASSETS
------
Current Assets
Cash $ 1,180 $ 25,334
Prepaid rent 900 900
Deposit - rent 963 963
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Total Current Assets 3,043 27,197
Office furniture and equipment,
net of depreciation 4,429 1,675
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$ 7,472 $ 28,871
========== ==========
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 $.0001, 100,000,000
shares authorized, 12,037,500 issued and
outstanding-August 31, 2006, 12,145,000 issued
and outstanding-February 28, 2007 1,215 1,204
Paid in capital 323,875 280,886
(Deficit) accumulated during the
development stage (366,457) (259,844)
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Total Stockholders' Equity (41,367) 22,245
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$ 7,472 $ 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
For the three months For the six months April 11, 2006
February 28, February 28, (Inception) to
2007 2006 2007 2006 February 28, 2007
------ ------ ------ ------ -----------------
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Revenue $ - $ - $ - $ - $ -
--------- --------- --------- --------- ---------
Expenses
General and
administrative
Consulting fees 30,000 12,500 60,000 24,500 121,100
Legal fees 3,090 2,223 4,140 22,546 18,681
Stock registration
Costs - - - - 10,294
Other 15,907 13,837 42,010 36,483 103,167
Research & development - 13,005 - 64,883 62,752
Depreciation 244 - 462 - 462
Impairment loss - - - - 50,000
--------- --------- --------- --------- ---------
Total expenses 49,242 41,565 106,613 148,413 366,457
--------- --------- --------- --------- ---------
NET(LOSS) FROM
CONTINIUNG OPERATIONS (49,242) (41,565) (106,613) (148,413) (366,457)
========= ========= ========= ========= =========
BASIC NET (LOSS) PER
SHARE: * * $ (0.01) $ (0.01)
========= ========= ========= =========
WEIGHTED AVERAGE NUMBER
OF COMMON SHARES
OUTSTANDING: 12,145,000 12,000,000 12,127,083 11,940,000
========== ========== ========== ==========
SEE ACCOMPANYING NOTES TO FINANCIAL STATEMENTS
5
DULCIN IZMIR CORPORATION
(A DEVELOPMENT STAGE ENTERPRISE)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
UNAUDITED
Cumulative from
For the six months ended, April 11, 2005
February 28, (Inception) to
2007 2005 February 28, 2007
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OPERATING ACTIVITIES
Net (loss) $ (106,613) $ (148,413) $ (366,457)
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 12,729 4,824 17,900
Increase in accounts payable 24,484 33,238 25,939
(Increase) in deposit-rent - - (963)
(Increase) in prepaid rent - - (900)
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Total adjustments 37,431 39,811 47,283
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NET CASH (USED) BY OPERATING
ACTIVITIES (69,182) (108,601) (319,174)
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INVESTING ACTIVITIES
(Increase) in equipment (582) - (2,257)
(Increase) in office furniture (2,390) - (2,390)
Decrease in advances - 4,005 -
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NET CASH PROVIDED (USED) BY INVESTING
ACTIVITIES (2,971) 4,005 (4,646)
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FINANCING ACTIVITIES
Increase in note payable - related party 5,000 - 5,000
Decrease in advances-related party - 3,816 -
Proceeds from sale of common stock,
Net of offering costs in 2005 43,000 218,556 320,000
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NET CASH PROVIDED BY FINANCING
ACTIVITIES 48,000 222,372 325,000
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NET INCREASE/(DECREASE) IN CASH (24,153) 117,777 1,180
CASH, BEGINNING OF PERIOD 25,334 19,772 -
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CASH, END OF PERIOD $ 1,180 $ 137,549 $ 1,180
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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 February 28,
2007 and the results of its operations and cash flows for the three and
six months ended February 28, 2007 have been made. Operating results
for the three and six months ended February 28,, 2007 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 and have a deficit in stockholder's equity. 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 - RESEARCH AND DEVELOPMENT
Since the formation of Lifespan, Inc, we anticipate incurring research
and development costs. In the current quarter ending February 28, 2007
our costs were nil. This level of costs is considered temporary while
the Company redirects and redefines its strategic plan.
7
NOTE 4 - RELATED PARTY TRANSACTIONS
Accounts Payable - Related Party
As of February 28, 2007, 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
$16,966, comprising substantially of its $4,000 per month management
fee. Prosper was paid during the quarters ended February 28, 2007 and
2006, nil and $12,566, respectively.
Note Payable - Related Party
On February 16, 2007, a shareholder loaned us on an unsecured, demand
basis, without interest, $5,000.
8
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 six months ended February 28, 2007, Dulcin Izmir had an
increase in note payable-related party of $5,000 and proceeds from the
sale of common stock, net of offering costs in a private placement
offering of $43,000. As a result, Dulcin Izmir had net cash provided
by financing activities of $48,000 for the six months ended February
28, 2007.
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.
9
Investing Activities.
For the six months ended February 28, 2007, Dulcin Izmir had an
increase in equipment of $582 and an increase in office furniture
resulting in net cash used by investing activities of $2,971.
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, 2007, Dulcin Izmir did not
receive any revenues and incurred general and administrative expenses
of $49,242. These expenses included operating expenses relating to
normal business operations, consulting fees of $30,000, legal fees of
$3,090 and other expenses of $15,907.
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, other expenses of $13,837 and research and development costs of
$13,005.
For the six months ended February 28, 2007, Dulcin Izmir did not
receive any revenues and incurred general and administrative expenses
of $106,613. These expenses included operating expenses relating to
normal business operations, consulting fees of $60,000, legal fees of
$4,140 relating to its patents costs and research and development costs
of $42,010. Research and development costs were only $462 for the six
months ended February 28, 2007. These minimal research and development
costs are considered temporary while Dulcin Izmir redirects and
redefines its strategic plan.
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
strategic plan. However, Dulcin Izmir has continued to record the
consulting compensation under a consulting agreement for research and
development of approximately $13,005, 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:
10
Milestones: Steps Timeline
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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.
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
11
PART II - OTHER INFORMATION
Item 1. Legal Proceedings. not applicable.
Item 2. Changes in Securities and Use of Proceeds.
Not applicable
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: April 24, 2007
Dulcin Izmir Corporation
/s/Maria Camila Maz
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By: Maria Camila Maz, President/CEO