Attached files
| file | filename |
|---|---|
| EXCEL - IDEA: XBRL DOCUMENT - Car Monkeys Group | Financial_Report.xls |
| EX-32.2 - CERTIFICATION - Car Monkeys Group | delaine_ex322.htm |
| EX-31.1 - CERTIFICATION - Car Monkeys Group | delaine_ex311.htm |
| EX-31.2 - CERTIFICATION - Car Monkeys Group | delaine_ex312.htm |
| EX-32.1 - CERTIFICATION - Car Monkeys Group | delaine_ex321.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2012
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 333-171861
Delaine Corporation
(Exact name of registrant as specified in its charter)
Nevada
(State or other jurisdiction of incorporation or organization)
361 N Dalton Avenue, Albany, IN 47320
(Address of principal executive offices, including zip code.)
(765) 744-8383
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Y (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | o | Accelerated filer | o |
| Non-accelerated filer | o | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes x No o
As of May 8, 2012, there are 6,080,000 shares of common stock outstanding.
All references in this Report on Form 10-Q to the terms “we”, “our”, “us”, the “Company”, “Delaine” and the “Registrant” refer to Delaine Corporation unless the context indicates another meaning.
PART I – FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the June 30, 2011 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These unaudited financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.
2
Delaine Corporation
(A Development Stage Company)
Condensed Financial Statements (Unaudited)
March 31, 2012
June 30, 2011
3
Delaine Corporation
(A Development Stage Company)
Index to the Condensed Financial Statements (Unaudited)
March 31, 2012 (Unaudited)
June 30, 2011
| Condensed Balance Sheets as of March 31, 2012 (Unaudited) and June 30, 2011 | F-2 | |||
| Condensed Statements of Operations (Unaudited) for the nine-month periods ended March 31, 2012 and 2011, and for the three-month periods ended March 31, 2012 and 2011, and for the period from June 23, 2010 (Inception) to March 31, 2012 | F-3 | |||
| Condensed Statements of Cash Flows (Unaudited) for the nine-month periods ended March 31, 2012 and 2011, and for the period from June 23, 2010 (Inception) to March 31, 2012 | F-4 | |||
| Notes to the Condensed Financial Statements (Unaudited) | F-5 |
F-1
Delaine Corporation
(A Development Stage Company)
Condensed Balance Sheets (Unaudited)
|
March 31,
2012
|
June 30,
2011
|
|||||||
|
(Unaudited)
|
||||||||
|
ASSETS
|
||||||||
|
Current assets:
|
||||||||
|
Cash
|
$ | 3,054 | $ | 3,697 | ||||
|
Total current assets
|
3,054 | 3,697 | ||||||
|
Intangible assets
|
6,485 | 6,485 | ||||||
|
Total assets
|
$ | 9,539 | $ | 10,182 | ||||
|
LIABILITIES AND STOCKHOLDERS' DEFICIT
|
||||||||
|
Current liabilities:
|
||||||||
|
Accounts payable
|
$ | 33,637 | $ | 15,960 | ||||
|
Total current liabilities
|
33,637 | 15,960 | ||||||
|
Stockholders' Deficit:
|
||||||||
|
Common stock, par value $0.001, 75,000,000 shares authorized, 6,080,000 and 5,050,000 issued and outstanding as of March 31, 2012 and June 30, 2011
|
6,080 | 5,050 | ||||||
|
Additional paid-in capital
|
5,720 | (3,550 | ) | |||||
|
Deficit accumulated during the development stage
|
(35,898 | ) | (7,278 | ) | ||||
|
Total stockholders' deficit
|
(24,098 | ) | (5,778 | ) | ||||
|
Total liabilities and stockholders' deficit
|
$ | 9,539 | $ | 10,182 | ||||
See accompanying notes to the condensed financial statements (unaudited).
F-2
Delaine Corporation
(A Development Stage Company)
Condensed Statements of Operations (Unaudited)
|
For the Nine Month Period Ended March 31, 2012
|
For the Nine Month Period Ended March 31, 2011
|
For the Three Month Period Ended March 31, 2012
|
For the Three Month Period Ended March 31, 2011
|
From Inception
(June 23, 2010)
Through March 31, 2012
|
||||||||||||||||
|
Net Revenue
|
$ | - | $ | 1,917 | $ | - | $ | 1,896 | $ | 5,414 | ||||||||||
|
Operating expenses:
|
||||||||||||||||||||
|
Selling, general and administrative
|
29,201 | 4,640 | 11,240 | 3,894 | 41,893 | |||||||||||||||
|
Operating loss before income taxes
|
(29,201 | ) | (2,723 | ) | (11,240 | ) | (1,998 | ) | (36,479 | ) | ||||||||||
|
Other income
|
581 | - | - | - | 581 | |||||||||||||||
|
Income tax (expense) benefit
|
- | - | - | - | - | |||||||||||||||
|
Net loss
|
$ | (28,620 | ) | $ | (2,723 | ) | $ | (11,240 | ) | $ | (1,998 | ) | $ | (35,898 | ) | |||||
|
Basic and diluted loss per common share
|
$ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | $ | (0.00 | ) | ||||||||
|
Weighted average shares outstanding
|
5,579,073 | 4,502,555 | 6,071,209 | 5,050,000 | ||||||||||||||||
See accompanying notes to the condensed financial statements (unaudited).
F-3
Delaine Corporation
(A Development Stage Company)
Condensed Statements of Cash Flows (Unaudited)
|
For the Nine Month Period Ended March 31,
2012
|
For the Nine Month Period Ended March 31,
2011
|
From Inception
(June 23, 2010)
Through March 31, 2012
|
||||||||||
|
Cash flows from operating activities:
|
||||||||||||
|
Net loss
|
$ | (28,620 | ) | $ | (2,723 | ) | $ | (35,898 | ) | |||
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
||||||||||||
|
Accounts payable
|
17,677 | 10,063 | 33,637 | |||||||||
|
Net cash used in operating activities
|
(10,943 | ) | 7,340 | (2,261 | ) | |||||||
|
Cash flows from investing activities:
|
- | (6,485 | ) | (6,485 | ) | |||||||
|
Net cash used in investing activities
|
- | (6,485 | ) | (6,485 | ) | |||||||
|
Cash flows from financing activities:
|
||||||||||||
|
Contributed capital
|
- | 1,000 | 1,000 | |||||||||
|
Issuance of common stock for cash
|
10,300 | - | 10,800 | |||||||||
|
Net cash provided by financing activities
|
10,300 | 1,000 | 11,800 | |||||||||
|
Net increase in cash
|
(643 | ) | 1,855 | 3,054 | ||||||||
|
Cash at beginning of period
|
3,697 | 500 | - | |||||||||
|
Cash at end of period
|
$ | 3,054 | $ | 2,355 | $ | 3,054 | ||||||
|
Supplemental Information and Non-Monetary Transactions:
|
||||||||||||
|
Cash paid for interest
|
$ | - | $ | - | $ | - | ||||||
|
Cash paid for income taxes
|
$ | - | $ | - | $ | - | ||||||
|
5,000,000 common shares issued for patent rights
|
$ | - | $ | 5,000 | $ | 5,000 | ||||||
See accompanying notes to the condensed financial statements (unaudited).
F-4
Delaine Corporation
(A Development Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
|
1)
|
ORGANIZATION
|
Basis of Financial Statement Presentation
The accompanying unaudited condensed financial statements of Delaine Corporation, a Nevada corporation (“Company”), have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted in accordance with such rules and regulations. The information furnished in the interim condensed financial statements includes normal recurring adjustments and reflects all adjustments, which, in the opinion of management, are necessary for a fair presentation of such financial statements. Although management believes the disclosures and information presented are adequate to make the information not misleading, these interim condensed financial statements should be read in conjunction with the Company’s most recent audited financial statements and notes thereto included in its June 30, 2011 Annual Report on Form 10-K. Operating results for the period ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending June 30, 2012. As used in these Notes to the Condensed Financial Statements, the terms the "Company,” "we,” "us,” "our," and similar terms refer to Delaine Corporation. Significant accounting policies disclosed therein have not changed except as noted below.
Delaine Corporation was incorporated on June 23, 2010 in the State of Nevada. The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30.
The Company’s intended operations are to provide cost effective solutions for everyday problems encountered by homeowners as well as maintenance and construction professionals. Our initial product line comprises name brand and generic homeowner and contractor tools. We also intend to develop and manufacture our own proprietary products, and to wholesale our proprietary products to resellers, as well as directly to the public. Our proprietary products are in the development stage, and currently all of our sales are of products developed and manufactured by third party companies. We are currently planning to establish a web site to help introduce our product line to the marketplace. To date, the Company’s activities have been limited to its formation, minimal operations, and the raising of equity capital.
F-5
Delaine Corporation
(A Development Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
|
1)
|
ORGANIZATION (CONTINUED)
|
DEVELOPMENT STAGE COMPANY
The Company is considered to be in the development stage as defined in ASC 915 “Development Stage Entities.” The Company’s efforts have been devoted primarily to raising capital, borrowing funds and attempting to implement its planned, principal activities.
|
2)
|
SIGNIFICANT ACCOUNTING POLICIES
|
USE OF ESTIMATES
The preparation of the Company’s financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s periodic filings with the Securities and Exchange Commission include, where applicable, disclosures of estimates, assumptions, uncertainties and markets that could affect the financial statements and future operations of the Company.
CASH AND CASH EQUIVALENTS
Cash and cash equivalents include cash in banks, money market funds, and certificates of term deposits with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. The Company had $3,054 and $3,697 in cash and cash equivalents as of March 31, 2012 and June 30, 2011, respectively.
NET INCOME OR (LOSS) PER SHARE OF COMMON STOCK
The Company has adopted ASC 260 “Earnings per Share,” (“EPS”) which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.
The Company has no potentially dilutive securities, such as options or warrants, currently issued and outstanding.
F-6
Delaine Corporation
(A Development Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
|
2)
|
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
RECENT ACCOUNTING PRONOUNCEMENTS
In September 2011, the FASB issued an accounting standard update that amends the accounting guidance on goodwill impairment testing. The amendments in this accounting standard update are intended to reduce complexity and costs by allowing an entity the option to make a qualitative evaluation about the likelihood of goodwill impairment to determine whether it should calculate the fair value of a reporting unit. The amendments also improve previous guidance by expanding upon the examples of events and circumstances that an entity should consider between annual impairment tests in determining whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. The amendments in this accounting standard update are effective for interim and annual goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, result of operations or cash flows.
In December 2011, the FASB issued ASU 2011-12, “Comprehensive Income - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in ASU 2011-05,” to defer the effective date of the specific requirement to present items that are reclassified out of accumulated other comprehensive income to net income alongside their respective components of net income and other comprehensive income. All other provisions of this update, which are to be applied retrospectively, are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. The adoption of this accounting standard update will become effective for the reporting period beginning January 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations or cash flows.
In December 2011, the FASB issued Accounting Standard Update 2011-10, “Derecognition of in Substance Real Estate—a Scope Clarification” to clarify that when a parent (reporting entity) ceases to have a controlling financial interest (as described in ASC subtopic 810-10, Consolidation) in a subsidiary that is in substance real estate as a result of default on the subsidiary’s nonrecourse debt, the reporting entity should apply the guidance in subtopic 360-20, Property, Plant and Equipment, to determine whether it should derecognize the in substance real estate. Generally, a reporting entity would not satisfy the requirements to derecognize the in substance real estate before the legal transfer of the real estate to the lender and the extinguishment of the related nonrecourse indebtedness. Under this new guidance, even if the reporting entity ceases to have a controlling financial interest under subtopic 810-10, the reporting entity would continue to include the real estate, debt, and the results of the subsidiary’s operations in its consolidated financial statements until legal title to the real estate is transferred to legally satisfy the debt. This amendment is applicable to us prospectively for deconsolidation events occurring after June 15, 2012. The adoption of this accounting standard update will become effective for the reporting period beginning July 1, 2012. The adoption of this guidance will not have a material impact on the Company’s financial position, results of operations, or cash flows.
F-7
Delaine Corporation
(A Development Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
|
2)
|
SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
|
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Management believes recently issued accounting pronouncements will have no impact on the financial statements of Delaine Corporation.
|
3)
|
STOCKHOLDERS’ EQUITY
|
AUTHORIZED STOCK
The Company has authorized 75,000,000 of common shares with a par value of $0.001 per share. Each share entitles the holder to one vote, in person or proxy, on any matter on which action of the shareholder of the Company is sought.
SHARE ISSUANCES
In June, 2010, the Company issued 50,000 common shares to its Director at $0.01 per share, in exchange for $500.
In July, 2010, the Company issued 5,000,000 common shares at $0.001 per share to its Director in exchange for all title, rights and interest in an invention (see Note 4).
In October, 2011, the Company issued 395,000 common shares at $0.01 per share to twelve individuals, in exchange for $3,950.
In November, 2011, the Company issued 595,000 common shares at $0.01 per share to eighteen individuals, in exchange for $5,950.
In January, 2012, the Company issued 40,000 common shares at $0.01 per share to one individual, in exchange for $400.
F-8
Delaine Corporation
(A Development Stage Company)
Notes to the Condensed Financial Statements (Unaudited)
|
4)
|
GOING CONCERN AND LIQUIDITY CONSIDERATIONS
|
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2012 and June 30, 2011, the Company has a working capital deficit of $30,583 and $12,263, respectively and an accumulated deficit of $35,898 and $7,278, respectively. The Company intends to fund operations through equity financing arrangements, which may be insufficient to fund its capital expenditures, working capital and other cash requirements for the next twelve months.
The ability of the Company to emerge from the development stage is dependent upon, among other things, obtaining additional financing to continue operations, develop, patent and market its technology. In response to these problems, management intends to raise additional funds through public or private placement offerings. These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.
F-9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion is an overview of the important factors that management focuses on in evaluating our business; financial condition and operating performance should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of any number of factors, including those set forth in the Company’s reports filed with the SEC on Form 10-K, 10-Q and 8-K as well as in this Quarterly Report on Form 10-Q. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.
Our Company
Delaine Corporation (the “Company”) was incorporated on June 23, 2010 in the State of Nevada. The Company’s accounting and reporting policies conform to accounting principles generally accepted in the United States of America, and the Company’s fiscal year end is June 30. The Company’s operations are to provide online sales of products for use by maintenance, construction and automotive professionals and do-it-yourselfers. Our initial product line comprises name brand and generic homeowner and contractor tools. We also intend to develop and manufacture our own proprietary products, and to wholesale our proprietary products to resellers, as well as directly to the public. Our proprietary products are in the development stage, and currently all of our sales are of products developed and manufactured by third party companies. We have established a web site to help introduce our product line to the marketplace. To date, the Company’s activities have been limited to its formation, offering products for sale on our website, and the raising of equity capital.
Results of Operations
We currently offer over 100 products for sale through our online catalog, however, due to lack of funds our ability to promote our products has been limited. To date, our efforts have been devoted primarily to raising capital, borrowing funds and running and maintaining our online catalog. While the Registrant has one pending patent application, it remains uncertain whether the patent application will ever issue. Furthermore, our patent counsel informs us that the cost of both obtaining and enforcing patent protection is difficult to estimate. The inability to obtain or enforce patent protection on our lighted ratcheting wrench may have a material unfavorable impact on our ability to earn revenue or income from continuing operations. Accordingly, the Company has realized $5,414 in revenue from June 23, 2010 (Inception) through March 31, 2012, and inflation and changing prices have had no impact on the Registrant's revenues or income from continuing operations since inception.
The following table sets forth a summary, for the periods indicated, our consolidated results of operations. Our historical results presented below are not necessarily indicative of future operating results.
4
|
Nine Months Ended March 31,
|
||||||||
|
2012
|
2011
|
|||||||
|
(Unaudited)
|
(Unaudited)
|
|||||||
|
Net Revenue
|
$ | - | $ | 1,917 | ||||
|
Operating expenses:
|
||||||||
|
Selling, general and administrative
|
29,201 | 4,640 | ||||||
|
Operating loss before income taxes
|
(29,201 | ) | (4,640 | ) | ||||
|
Other income
|
581 | - | ||||||
|
Income tax (expense) benefit
|
- | - | ||||||
|
Net loss
|
$ | (28,620 | ) | $ | (2,723 | ) | ||
Nine Month Period Ended March 31, 2012 Compared to Nine Month Period Ended March 31, 2011.
Selling, General and Administrative Expenses:
Selling, general and administrative expenses primarily consist of legal, accounting, transfer agent fees and EDGAR filing fees incurred. During the nine month period ended March 31, 2012, the Company incurred $29,201 of expense, compared to $4,640 for the nine month period ended March 31, 2011, representing an increase of $24,561, or 529.3%. This increase is primarily due to audit, filing, EDGAR filing fees and transfer agent fees incurred during the nine month period ended March 31, 2012, which fees were not similarly incurred during the corresponding period in the prior year.
Three Month Period Ended March 31, 2012 Compared to Three Month Period Ended March 31, 2011.
Selling, General and Administrative Expenses:
Selling, general and administrative expenses primarily consist of legal, accounting and transfer agent fees incurred. During the three month period ended March 31, 2012, the Company $11,240 of expense compared to $3,894 for the three month period ended March 31, 2011, representing an increase of $7,346, or 188.6%. This increase is primarily due to audit, filing, and transfer agent fees incurred during the three month period ended March 31, 2012, which fees were not similarly incurred during the corresponding period in the prior year.
5
Liquidity and Capital Resources
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates, among other things, the realization of assets and satisfaction of liabilities in the normal course of business. As of March 31, 2012 and June 30, 2011, the Company has a negative working capital of $30,583 and $12,263, respectively, and an accumulated deficit of $35,898 and $7,278, respectively.
Since we initiated our business operations, we have been funded by the private sale of equity to thirty-one investors.
In June 2010, the Company issued 50,000 common shares to its president, Mr. Moore, at $0.01 per share, in exchange for $500.
In October 2011, the Company issued 395,000 common shares at $0.01 per share to twelve individuals, in exchange for $3,950.
In November 2011, the Company issued 595,000 common shares at $0.01 per share to eighteen individuals, in exchange for $5,950.
In January 2012, the Company issued 40,000 common shares at $0.01 per share to one individual, in exchange for $400.
Also, in November 2010, our president, Mr. Moore, contributed $1,000 for no further consideration. The $1,000 is considered a capital contribution, and there is no debt payable to Mr. Moore in conjunction with the contribution.
As of March 31, 2012 and June 30, 2011, accounts payable totaled $33,637 and $15,960, respectively.
We currently have very little cash on hand and no other liquid assets. Therefore, in order to carry on our business, we must obtain additional capital. The Company intends to fund continuing operations through equity financing arrangements; however, we have no current prospects for any equity financing arrangements. Therefore, available capital may be insufficient to fund capital expenditures, required working capital, and other cash requirements for the next twelve months.
The successful execution of our business plan requires significant cash resources. Because of our limited operating history, equity or debt financing arrangements may not be available in amounts and on terms acceptable to us, if at all. Additionally, because we intend to rely upon the sale of additional equity securities, there is a risk that your shares will suffer additional dilution. Furthermore, if we incur additional indebtedness there is a risk that increased debt service obligations will restrict our operations. To the extent that additional capital is raised through the sale of equity or convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.
As of March 31, 2012 and June 30, 2011, we had no material commitments for capital expenditures.
6
Off Balance Sheet Arrangements
None.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.
ITEM 4. CONTROLS AND PROCEDURES
Evaluation of Disclosure Controls and Procedures
Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.
Additionally, there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.
7
PART II – OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
Currently we are not involved in any pending litigation or legal proceeding.
ITEM 1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
None.
ITEM 5. OTHER INFORMATION
8
ITEM 6. EXHIBITS
The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:
| Exhibit No. | Description | |
| 31.1 | Section 302 Certification of Chief Executive Officer | |
| 31.2 | Section 302 Certification of Chief Financial Officer | |
| 32.1 | Section 906 Certification of Chief Executive Officer | |
| 32.2 | Section 906 Certification of Chief Financial Officer |
|
101.INS**
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XBRL Instance Document
|
|
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101.SCH**
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XBRL Taxonomy Extension Schema Document
|
|
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101.CAL**
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
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101.LAB**
|
XBRL Taxonomy Extension Label Linkbase Document
|
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101.PRE**
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XBRL Taxonomy Extension Presentation Linkbase Document
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_________
** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
9
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.
| DELAINE CORPORATION | |||
|
May 17, 2012
|
By:
|
/s/ Timothy A. Moore | |
| Timothy A. Moore, | |||
| President | |||
10