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EXCEL - IDEA: XBRL DOCUMENT - Delaine CorpFinancial_Report.xls
EX-32.1 - CERTIFICATION - Delaine Corpdlne_ex321.htm
EX-31.1 - CERTIFICATION - Delaine Corpdlne_ex311.htm
EX-31.2 - CERTIFICATION - Delaine Corpdlne_ex312.htm
EX-32.2 - CERTIFICATION - Delaine Corpdlne_ex322.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 September 30, 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)

393 Crescent Ave, Wyckoff, NJ 07481
(Address of principal executive offices, including zip code.)

(862) 251-5912
(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   o   No  x
 
As of November 14, 2012, there are 45,980,000 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, 2012 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
September 30, 2012 (Unaudited)
& June 30, 2012
 
 
3

 

Delaine Corporation
(A Development Stage Company)

Index to the Financial Statements

September 30, 2012 (Unaudited)
June 30, 2012
 
Balance Sheets as of September 30, 2012 (Unaudited) and June 30, 2012
  5  
         
Statements of Operations (Unaudited) for the three-month periods ended September 30, 2012 and 2011, and for the period from June 23, 2010 (Inception) to September 30, 2012
    6  
         
Statements of Cash Flows (Unaudited) for the three-month periods ended September 30, 2012 and 2011, and for the period from June 23, 2010 (Inception) to September 30, 2012
    7  
         
Notes to the Financial Statements (Unaudited)
    8  
 
 
4

 

Delaine Corporation
(A Development Stage Company)
Balance Sheets

   
September 30,
2012
   
June 30,
2012
 
   
(Unaudited)
       
ASSETS
           
             
Current assets:
           
 Cash
  $ 42,905     $ 186,602  
 Prepaid expenses
    80,833       -  
Total current assets
    123,738       186,602  
                 
Property, plant and equipment, net
    1,605       -  
                 
Intangible assets
    353,194       353,194  
Total assets
  $ 478,537     $ 539,796  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
Current liabilities:
               
 Accounts payable
  $ 5,986     $ 4,544  
Total current liabilities
    5,986       4,544  
                 
Stockholder's Equity (Deficit)
               
 Preferred stock, par value $0.001, 10,000,000 shares authorized, 400,000 and zero shares issued and outstanding as of September 30, 2012 and June 30, 2012, respectively
    400       400  
 Common stock, par value $0.001, 100,000,000 shares authorized, 45,980,000 and 30,300,000 issued and outstanding as of September 30, 2012 and June 30, 2012, respectively
    45,980       45,980  
 Additional paid-in capital
    567,422       567,422  
 Deficit accumulated during the development stage
    (141,251 )     (78,550 )
Total stockholder's equity (deficit)
    472,551       535,252  
Total liabilities and stockholder's equity (deficit)
  $ 478,537     $ 539,796  
 
See accompanying notes to the financial statements (unaudited).
 
 
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Delaine Corporation
(A Development Stage Company)
Statements of Operations (Unaudited)

   
For the Three Month Period Ended September 30, 2012
   
For the Three Month Period Ended September 30, 2011
   
From Inception
(June 23, 2010)
Through September 30, 2012
 
                   
Net Revenue
  $ -     $ -     $ 5,414  
                         
Operating expenses:
                       
 Selling, general and administrative
    62,647       5,376       147,193  
 Depreciation expense
    82       -       82  
Operating loss before income taxes
    (62,729 )     (5,376 )     (141,861 )
                         
Other income
    28       581       610  
                         
Income tax (expense) benefit
    -       -       -  
                         
Net loss
  $ (62,701 )   $ (4,795 )   $ (141,251 )
                         
Basic and diluted loss per common share
  $ (0.00 )   $ (0.00 )        
                         
Weighted average shares outstanding
    45,980,000       30,300,000          

See accompanying notes to the financial statements (unaudited).
 
 
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Delaine Corporation
(A Development Stage Company)
Statements of Cash Flows (Unaudited)

   
For the Three Month Period Ended September 30, 2012
   
For the Three Month Period Ended September 30, 2011
   
From Inception
(June 23, 2010)
Through September 30, 2012
 
                   
Cash flows from operating activities:
                 
 Net loss
  $ (62,701 )   $ (4,795 )   $ (141,251 )
 Loss on asset disposition
    -       -       6,485  
 Depreciation expense
    82       -       82  
 Adjustments to reconcile net loss to net cash used in operating activities:
                       
 Accounts payable
    1,442       1,615       5,986  
 Prepaid expenses
    (80,833 )     -       (80,833 )
Net cash used in operating activities
    (142,010 )     (3,180 )     (209,531 )
                         
Cash flows from investing activities:
    (1,687 )     -       (8,172 )
Net cash used in investing activities
    (1,687 )     -       (8,172 )
                         
Cash flows from financing activities:
                       
 Contributed capital
    -       -       6,000  
 Issuance of common stock for cash
    -       -       254,608  
Net cash provided by financing activities
    -       -       260,608  
                         
Net increase in cash
    (143,697 )     (3,180 )     42,905  
Cash at beginning of period
    186,602       3,697       -  
Cash at end of period
  $ 42,905     $ 517     $ 42,905  
                         
Supplemental Information and Non-Monetary Transactions:
                 
 Cash paid for interest
  $ -     $ -     $ -  
 Cash paid for income taxes
  $ -     $ -     $ -  
 3,456,960 common shares issued for proprietary technology
  $ -     $ -     $ 208,466  
 400,000 preferred shares issued for proprietary technology
  $ -     $ -     $ 144,728  

See accompanying notes to the financial statements (unaudited).
 
 
7

 
 
Delaine Corporation
(A Development Stage Company)
Notes to the Financial Statements (Unaudited)

1)  
BASIS FOR FINANCIAL STATEMENTS

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations and cash flows for all periods presented have been made.

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. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, 2012 audited financial statements as reported in Form 10-K.  The results of operations for the period ended September 30, 2012 are not necessarily indicative of the operating results for the full year ended June 30, 2013.

2)  
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 September 30, 2012 and June 30, 2012, the Company has an accumulated deficit of $141,251 and $78,550, 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.

3)  
SUBSEQUENT EVENTS

The Company has evaluated its subsequent events from the balance sheet date through the date of this report and determined that there are no additional events to disclose.
 
 
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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.

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 September 30, 2012 and June 30, 2012, the Company has working capital of $117,752 and $182,058, respectively, and an accumulated deficit of $141,251 and $78,550, respectively.  

Since we initiated our business operations, we have been funded by the private sale of equity to thirty-nine investors.

In June, 2010, the Company issued 300,000 common shares to its Director at $0.00167 per share, in exchange for $500.

Also, in November, 2010, the Company’s president 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.

In July, 2010, the Company issued 30,000,000 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 2,370,000 common shares at $0.00167 per share to twelve individuals, in exchange for $3,950.

In November, 2011, the Company issued 3,570,000 common shares at $0.00167 per share to eighteen individuals, in exchange for $5,950.

In January, 2012, the Company issued 240,000 common shares at $0.00167 per share to one individual, in exchange for $400.

In May and June, 2012, the Company issued 4,043,040 common shares at $0.0603 per share in exchange for $243,808.  The securities were sold to accredited investors pursuant to Rule 506 of Regulation D.

In May, 2012, the Company’s president contributed $5,000 for no further consideration.  The $5,000 is considered a capital contribution, and there is no debt payable to Mr. Moore in conjunction with the contribution.

 
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As of September 30, 2012 and June 30, 2012, accounts payable totaled $5,986 and $4,544, respectively.  
 
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 September 30, 2012 and June 30, 2012, we had no material commitments for capital expenditures.

Results of Operations

Due to a 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 establishing our online catalog and the CarMonkeys brand name. Accordingly, the Company has realized $0 in revenue from September 30, 2011 through September 30, 2012, and inflation and changing prices have had no impact on the Registrant's revenues or income from continuing operations.

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.
 
   
Three Month Period Ended
September 30,
 
   
2012
   
2011
 
   
(Unaudited)
   
(Unaudited)
 
             
Net Revenue
    -       -  
                 
Operating expenses:
               
 Selling, general and administrative
  $ 62,647     $ 5,376  
 Depreciation expense
    82       -  
Operating loss before income taxes
    (62,729 )     (5,376 )
                 
Other income
    28       581  
                 
Income tax (expense) benefit
    -       -  
                 
Net loss
  $ (62,701 )   $ (4,795 )
 
 
10

 

Three-month period ended September 30, 2012 compared to three month period ended September 30, 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 three month period ended September 30, 2012, the Company incurred $62,647 of expense, compared to $5,376 for the three month period ended September 30, 2011, representing an increase of $57,271, or 1,065.31%.  This increase is primarily due to the salary expense incurred during the three-month period September 30, 2012 related to the Company’s newly hired president, which fees were not similarly incurred during the corresponding period in the prior year, as well as increased legal fees incurred by the Company.

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.

 
11

 

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.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
None.
 
ITEM 5. OTHER INFORMATION
 
On October 16, 2012, the symbol for the Company’s common stock on the OTCBB changed from DEPN to DEPNE due to the Company’s failure to timely file its Annual Report on Form 10-K for the year ended June 30, 2012.  On November 19, 2012, the Company’s common stock represented by the symbol DEPNE was deleted from the OTCBB due to failure to comply with NASD 6530.  The Company’s common stock continues to be listed on the OTCQB and the Company intends to reapply for listing on the OTCBB immediately following the filing of this Quarterly Report on Form 10-Q.

 
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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 **
 
XBRL Instance Document
     
101.SCH **
 
XBRL Taxonomy Extension Schema Document
     
101.CAL **
 
XBRL Taxonomy Extension Calculation Linkbase Document
     
101.DEF **
 
XBRL Taxonomy Extension Definition Linkbase Document
     
101.LAB **
 
XBRL Taxonomy Extension Label Linkbase Document
     
101.PRE **
 
XBRL Taxonomy Extension Presentation Linkbase Document

** 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.
 
 
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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  
       
Date: November 27, 2012
By:
/s/ Mariusz Girt  
   
Mariusz Girt,
President
 

 
 
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