Car Monkeys Group - FORM 10-K - December 18, 2013

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EXCEL - IDEA: XBRL DOCUMENT - Car Monkeys Group	Financial_Report.xls
EX-32.1 - CERTIFICATION - Car Monkeys Group	dlne_ex321.htm
EX-31.1 - CERTIFICATION - Car Monkeys Group	dlne_ex311.htm
EX-32.2 - CERTIFICATION - Car Monkeys Group	dlne_ex322.htm
EX-31.2 - CERTIFICATION - Car Monkeys Group	dlne_ex312.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-K

x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2013

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-54583

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)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, $0.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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 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-T (§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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0.00

As of October 7, 2013, there are 65,012,813 shares of common stock outstanding.

All references in this Report on Form 10-K to the terms “we”, “our”, “us”, the “Company”, “Delaine” and the “Registrant” refer to Delaine Corporation unless the context indicates another meaning.

TABLE OF CONTENTS

		Page Number
Special Note Regarding Forward Looking Statements			3

PART I

Item 1.	Business		4
Item 1A.	Risk Factors		14
Item 1B.	Unresolved Staff Comments		14
Item 2.	Properties		14
Item 3.	Legal Proceedings		14
Item 4.	Mine Safety Disclosures		14

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities		15
Item 6.	Selected Financial Data		15
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		16
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk		17
Item 8.	Financial Statements and Supplementary Data		18
Item 9.	Changes In and Disagreements With Accountants on Accounting and Financial Disclosure		19
Item 9A.	Controls and Procedures		20

PART III

Item 10.	Directors, Executive Officers and Corporate Governance		21
Item 11.	Executive Compensation		24
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters		27
Item 13.	Certain Relationships and Related Transactions, and Director Independence		27
Item 14.	Principal Accounting Fees and Services		28

Part IV

Item 15.	Exhibits, Financial Statement Schedules and Signatures		29

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

This Annual Report on Form 10-K contains forward-looking statements that involve assumptions, and describe our future plans, strategies, and expectations. Such statements are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words of other variations on these words or comparable terminology. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

Such forward-looking statements include statements regarding, among other things, (a) the potential markets for our products, our potential profitability, and cash flows (b) our growth strategies, (c) anticipated trends in our industry, (d) our future financing plans and (e) our anticipated needs for working capital. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under "Item 1. Business" and "Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations," as well as in this Annual Report on Form 10-K generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors as described in this Annual Report on Form 10-K generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Annual Report on Form 10-K will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to ensure that the required statements, in light of the circumstances under which they are made, are not misleading.

Although forward-looking statements in this Annual Report on Form 10-K reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Annual Report on Form 10-K. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this report, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

All references in this Annual Report on Form 10-K to the terms “we”, “our”, “us”, “Delaine” and “the Company” refer to Delaine Corporation.

PART I

ITEM 1. Business.

Organizational History

Delaine Corporation (“We” the “Registrant,” or the “Company”) was incorporated on June 23, 2010 in the State of Nevada. We maintain our statutory registered agent's office at 5348 Vegas Drive, Las Vegas, NV 89108, and our business office is located at 393 Crescent Ave, Wyckoff, NJ 07481. We have not been subject to any bankruptcy, receivership, or similar proceeding, or any material reclassification or consolidation.

On June 13, 2012, the Company entered into an agreement (the “Agreement”) with Mariusz Girt (“Girt”), whereby Girt granted to the Company sole and exclusive license to certain proprietary technology relating to online procurement of goods (the “Technology”). Prior to the Agreement there was no material relationship between the Registrant and Girt.

Pursuant to the Agreement, Girt received consideration of: (a) 576,160 restricted shares of the Company’s common stock, par value $0.001; and (b) 400,000 shares of the Company’s Class A Preferred Stock (the “Preferred Stock”). The issuance of common and Preferred Stock to Mr. Girt pursuant to the Agreement resulted in a Change of voting control of the Registrant to Mr. Girt.

3.1	Each share of the Stock has a par value and liquidation value equal to that of a share of the Company’s common stock.
3.2	The Stock ranks senior to the Company’s Common Stock.

3.3	Each share of the Stock carries 25 votes on all matters subject to vote by the Company’s shareholders.
3.4	Each Share of the Stock is entitled to the same dividends as shall be declared from time to time for each share of the Company’s common stock. In the event of a stock dividend, the stock received as a dividend shall be of the same class as would have been received if the Stock had been common stock.
3.5	Each share of the Stock shall be convertible into one common share of the Company at the sole discretion of the holder of the Stock.

On June 14, 2012, Mr. Timothy Moore resigned from all executive positions and as director of the Registrant. Mr. Moore’s resignation was not due to any disagreement with the Registrant on any matter relating to the Registrant’s operations, policies or practices. Also on June 14, 2012, Mariusz Girt was appointed as the Company’s president and sole director. Mr. Girt will also act as the company’s principal financial officer, principal accounting officer, and principal operating officer until such positions are otherwise filled.

On June 28, 2012, the Company amended its articles of incorporation to increase its authorized common shares to 100,000,000 with a par value of $0.001 and to increase its authorized preferred shares to 10,000,000 shares with a par value of $0.001. On June 29, 2012, the Company designated the Class A Preferred Shares.

On July 6, 2012, the Company issued a stock dividend whereby each holder of 1 share of the Company’s capital stock would receive 5 additional shares of the Company’s common stock, par value $0.001.

On June 14th, 2013 the Company has launched an e-commerce website under the brand Car Monkeys listing over 88,000 SKUs in the following product categories: Engine Assemblies, Transmissions, Rear Ends and Transfer Cases with further plans to expand the product offerings to everything from small mechanical auto parts and electrical parts to complete suspensions and collision repair parts.

Primary Business

Delaine Corporation is an online retailer of used auto parts under the brand name Car Monkeys. The Company utilizes proprietary algorithms developed in 2008 by Mariusz Girt, the Company’s president. The Company’s proprietary search and consolidation algorithm allows us to show our customers all parts that meet their specific needs. Far more sophisticated than normal search engines, this technology understands and accounts for the fact that many identical parts and assemblies are shared across multiple models, model years, and even across brands. Most owners are completely unaware that parts from a completely different vehicle may be an exact fit for their application. Ordinary search engines do not account for this interchangeability, and as a result, severely limit the customer’s range of choices. This first component of our technology lays the groundwork by providing us with an enhanced field of possibilities for subsequent data mining.

Working from this expanded field of prospects, a second proprietary component of our technology applies advanced AI techniques to perform a complex analysis to identify parts that are simultaneously competitively priced as well as of verifiable quality. This component allows us to assess all resultant prospects, and display those that simultaneously represent the best value to our customers, a reasonable profit margin, and, most importantly, a predictive quality metric that allows us to offer a 5-year unlimited-mileage warranty on used parts purchased from us.

This pricing model applies state-of-the-art actuarial models in order to quantify our exposure based on dynamic statistical data. This takes into account the predicted service life of critical parts, the likely duration of ownership by the purchaser, and, critically, a quantitative ‘trust index’ of the part suppliers who constitute our nationwide trusted network of automotive recyclers. This model is based on an already established database of reliable automotive recyclers, compiled by Mr. Girt over years of first-hand experience. Additional mechanisms ensure that this database is updated with every transaction. Far beyond the obvious benefit of offering the unlimited mileage warranty on parts purchased through our online retail channel, it will provide a critical incentive when establishing the network of trusted installers.

Many mechanics are reluctant to install used parts for their customers, or, indeed, even new parts obtained by the customer from external discount sources. The reason for this attitude is understandable: if the part fails, or the customer is dissatisfied for any reason whatsoever, the mechanic is left in the uncomfortable position of having to resolve the issue at his or her own expense, or else, risk losing the customer by refusing to remedy the problem. By dealing with Delaine Corporation, selected shops will be able to expand their customer base with no risk to themselves. Behind the scenes, our advanced decision support software empowers us to search real-time inventory of more than 157 million parts from our trusted network of suppliers, create a purchase order, and activate the entire wholesale purchase order process, right down to production of a shipping label ready to be transmitted to a particular recycler for fulfillment. This entire process is fully automated and very straightforward to use, with minimal training required.

In order to ensure complete customer satisfaction, our software infrastructure includes a sophisticated, proactive fulfillment facility. This automated process tracks shipments, comparing progress against predicted positioning and flagging potential deviations for timely human intervention, when necessary. Timing is critical both to customers who do their own work as well to professionals who must efficiently control their shop schedules. Once fully staffed, our combination of automation and human control will allow us to guarantee shipment of each order within 24-48 hours. Here again, the result is to instill confidence in our customers that Delaine is the safest, most reliable, and most predictable source for all their part, tool, and service requirements.

The combination of these unique proprietary AI algorithms, along with innovative integration of well supported off the shelf software, sets Delaine apart from a disparate field of narrow-focus, highly commercialized retailers. Our deep and extensive understanding of a broad array of technologies is designed to make us an essential first-stop for anyone involved in automobile maintenance. Our interface design, coupled with a comprehensive offering of free and competitively priced resources, will ensure that once they arrive, our visitors will have no reason to leave. Our primary focus is to build customer loyalty through exemplary service, before as well as after a sale has been made. Stated differently, visitors will be encouraged to fully experience our service philosophy in order to thoroughly convince themselves that we deserve and value their business.

Industry

The United States represents the largest passenger vehicle market of any country in the world. Overall, there were an estimated 254.4 million registered passenger vehicles in the United States according to a 2007 DOT study. This number, along with the average age of vehicles, has increased steadily since 1960, indicating a growing number of vehicles per capita, but also, an increasing percentage of older vehicles being kept in service for longer periods of time.

In March 2009, RL Polk released a study conducted between 2007 to 2008 which indicated that the median age of passenger cars in operation in the US increased to 9.4 years and that the median age for light trucks increased from 7.1 years in 2007 to 7.5 years in 2008. The most recent RL Polk study reveals that the average age of vehicles on America's roads has reached an all-time high of 11.4 years. Even as auto sales bounce back, Polk expects the number of vehicles 12 years and older to keep expanding, growing by more than 20% by 2018. This represents a significant increase over 1990, when the median age of vehicles in operation in the US was 6.5 years, and 1969 when the mean age for automobiles was 5.1 years.

In a 2001 study, the National Automobile Dealers Association found that the majority of vehicles, 60.6%, were more than seven years old. This relatively high age of automobiles in the U.S. might be explained by unaffordable prices for comparable replacement vehicles, and has only increased since that time, as indicated by numerous recent studies. For example, according to data provided by the Automotive Aftermarket Industry Association, as of December 2011, the average age of vehicles on the road is 10.8 years as compared to 8.3 years as of 1996. This number is the highest since 1948.

Most older automobiles are not covered by warranties, and increased maintenance is required to keep the vehicle operating. As the number of five year old or older vehicles on the road increases, we expect a steady increase in demand for our products and services.

Many consumers have been reluctant to choose recycled automobile parts, for three understandable reasons:

1.	When buying parts from a salvage facility, particularly one in a geographically distant locale, the buyer must accept on faith that they will be sent the correct part, and that the part will be in the condition represented by the seller.

2.	If the part turns out to be an improper fit, or in unacceptable condition, the buyer is usually stuck paying for expensive shipping of heavy parts.

Even when the seller offers an airtight warranty, installation of major assemblies often represents an even greater expenditure than the parts themselves, and these costs are rarely covered. (Moreover, once the faulty part is installed, the buyer is then faced with the labor inherent in removing that part, and then reinstalling the replacement.)

Delaine’s unprecedented no-risk warranty program will mean that our customers can reduce their repair costs by using eco-friendly recycled parts, while simultaneously benefitting from a warranty program superior to that from any other sources of new or recycled parts. Thus, buying from Delaine becomes a true ‘no-brainer’.

Environmental Impact

There is more to the recycled parts story than saving money on auto repairs. The salvage industry consolidates and recycles damaged, abandoned, and inoperable vehicles, making our remaining countryside, streets, and neighborhoods safer and more pleasant places in which to live. By recycling automotive parts, we save the natural ores, resources, and energy needed to manufacture new automotive parts.

Each automotive part that is resold and reused represents massive energy savings compared to the manufacturing of new replacement parts. Saving this energy reduces air pollution, as well as our nation’s dependence on foreign oil.

Automotive part recycling has a major impact on resource conservation, but the story doesn’t end there. Recycling benefits us all in some way. It reduces pollution, reduces the need to harvest natural resources, saves landfill space, creates jobs, and can save consumers money. By choosing to recycle, the astute consumer improves their environment today; and in addition, helps to ensure that future generations have clean air to breathe, water to drink, ample natural resources, and more land for parks and playgrounds (by reducing the need for landfills). According to Environmental Systems of America, the five most important advantages of auto part recycling are:

1.	Recycling saves energy and natural resources by reducing the need to drill for oil and dig for minerals.

2.	Recycling helps keep the air and water cleaner. Making products from recycled materials typically creates less air and water pollution than making products from virgin materials.

3.	Recycling saves landfill space by reusing products that would otherwise have gone to a landfill or been incinerated.

4.	Recycling saves money and creates jobs. The recycling process creates more jobs than landfills or incinerators, and the cost of recycling is usually lower than, or about the same as, other forms of waste management.

Recycling automotive parts also helps keep vehicle insurance costs affordable. Often an automotive recycler will pay an insurance company thousands of dollars for a damaged late model vehicle, reducing the insurance company’s total claim costs. This means lower vehicle insurance premiums for consumers.

Delaine’s web presence will position us as far more than just another purveyor of parts for purchase.

Our site will be a central repository and gathering point for those seeking resources for maintaining their vehicles while minimizing cost to themselves and impact to the environment.

Expansion Through Vertical Integration

Delaine has developed a comprehensive expansion strategy to vertically grow its operations and to substantially increase profitability. Key elements of our vertical growth strategy are as follows:

Addition Of Aftermarket Collision Repair Parts

The Company will negotiate agreements with local aftermarket wholesale parts suppliers in all major markets of the United States. Each one of those suppliers has already well established delivery routes in their local markets, with their own delivery fleet and drivers typically delivering orders placed before 11 a.m. by 4 p.m. the same day, and orders placed after 11 a.m. delivered early the next morning.

By placing inventory of the new aftermarket collision repairs parts on our websites we’ll be able to accept orders for those parts and in turn order them for same or next day delivery from the local wholesale parts suppliers.

Addition Of New OEM (Original Equipment Manufacturer) Parts

The Company has recently been approached by a local new car dealership’s owner of a major American car brand, who proposed to sell new OEM hard parts and accessories to us at wholesale prices, for which our Company could develop the market. Delaine will approach local dealers of all domestic and foreign automobiles, in any location that would be willing to supply us with the new OEM parts that we will add to our online inventory.

Creation Of Prepaid Installation Network

Delaine will establish a program to partner with ASE-certified mechanic shops in order to create our own proprietary database of installation costs for engines, transmissions, transfer cases, and rear ends, for each year, make, and model for every market in the United States. We will pre-negotiate those rates, and then offer them at our online stores at a modest mark up.

Addition Of Labor Warranty

Once the Company builds the installation network and database of installation pricing, we will be able to properly calculate (by the use of statistical models) a profitable Labor Warranty Program. At that point, the installation warranty will be offered at an additional cost to every purchaser of one of our ‘heavy’ parts. The Company will also launch a Prepaid No Hassle Installation Service that will be independent of our stores, in order to drive traffic to our online merchandise.

Expansion Through Horizontal Integration

Key elements of our horizontal growth strategy are as follows:

Competition Buyout Or Takeover

With the completion of the vertical business integration models, Delaine will commence a process to identify candidates for a buyout or takeover. The good candidate will be identified from a list of existing used or aftermarket parts e-retailers. The newly acquired competitor will bring significant growth of online traffic and number of customers. At this point our Company will implement the previously created vertical business strategy models to the newly purchased online stores.

Addition Of New Online Stores For International Markets

The Company has identified one African country (Nigeria) as a major market for used automotive parts. In 2008 alone, that country imported over $400,000,000 worth of used auto parts from United States. Delaine plans to launch a Nigerian version of our online store with direct shipping of all of our auto parts to that sub-Saharan Nation.

Another enormous market that Delaine has identified is Latin America. The Company will concentrate on Spanish speaking countries and launch a Spanish version of our online store.

Once implementation of these first two international stores is completed, Delaine will continue to identify future international markets.

Inclusion Of Our Online Inventory On Amazon.com

The Company will prepare our product database for Amazon integration. Once completed all of our inventory will be available for purchase through the Amazon.com website with its millions of customers per month. The terms of such partnership have already been investigated.

Make Our Inventory Available To National Brick And Mortar Parts Retailers

Delaine will develop partnerships with popular brick-and-mortar retailers. Our president has pre-existing relationships with individual branches of a nationwide parts retailer. We are working on creating software modules that will reside on the company’s Point of Sale system. This will allow our inventory to display seamlessly in response to parts queries from retail chains, including our price for the part, labor warranty, and prepaid installation cost for their local market. Our pricing structure will allow us to offer our parts at an attractive discount, while still generating significant sales at a profitable margin. In addition, we expect further revenue to be realized from selling our labor warranty and prepaid installations.

Technology

Background

When Delaine’s president, Mariusz Girt, began exploring the used auto parts business in 2008, product returns on recycled automobile part sales was as high as 25%. Given the freight charges associated with heavy parts, this was clearly unacceptable. He began investigating the sources of this issue and researching possible solutions, developing a deep understanding of the entire supply-chain. What he discovered was a problem domain of significant complexity, but one that could be broken down into three primary components:

While most operators of salvage facilities are competent, ethical business people, many are otherwise. A good supplier has a clear idea of the condition of each vehicle taken into their inventory, and scrupulously represents the nature of the parts they sell. High mileage or poorly maintained vehicles are sold for scrap metal, and are not parted out. Moreover, an experienced automobile dismantler is well versed in vehicle compatibility for all parts they sell. Less conscientious suppliers will ship heavily worn parts, or the wrong parts altogether. For example, the 258 cubic inch, inline six-cylinder engine found in many jeeps is virtually identical to the engine used in the same years of AMC Eagle . . . except for one critical difference: The Eagle variation has castin bosses for mounting the front differential of the Eagle’s independent front end. This distinction is subtle, and easily overlooked. Worse still, it is an incompatibility that is typically not discovered until after the engine is installed, and the final re-assembly is being completed, at which point, the mechanic discovers there is no way to mount the front wheel drive!

Part interchangeability within models, model years, or even between manufacturers is complex, and can confuse professional mechanics and ‘do-it-yourselfers’ alike. An example cited earlier is of a buyer who mistakenly assumes that the window glass from a 2-door model will fit in a 4-door vehicle of the same make, model, and year. It is not uncommon for manufacturers to make subtle or significant changes to the same part, within a single model year. Conversely, multiple manufacturers may outsource components from the same supplier, with the result that a part removed from a Dodge may fit perfectly in a GMC!

Component interdependencies: With the increasing reliance on computer control since the late 1970s, even when a part fits, proper operation may entail replacement of various sensors, modules, computer boards, and so forth. Everything bolts up just fine, but afterwards, the vehicle runs poorly or not at all, and the customer concludes that he or she was sold a faulty part.

Proprietary Database

To resolve the above problems, the Company employs an interlocking system of databases and advanced, knowledge- based search and evaluation algorithms.

To address the part compatibility questions, the Company’s database contains well over one million carefully cataloged parts, along with an intelligent query system that allows identification of compatible parts based on the exact year, make and model. This system ‘understands’ that it is not enough to simply match the query target vehicle, and actually recognizes compatibilities between models, years, and even different makes of vehicle. This is a capability that no simple search engine can achieve, and results in a far more comprehensive catalog from which our customers can choose.

The second component of our proprietary decision-support system addresses the quantitative assessment of supplier quality, performance, and reliability. Far more than just a simple list of ‘preferred dealers’, this system, layered on data collected over four years, provides in-depth analyses with sufficient depth and scope to permit pricing and risk analysis based on several dimensions of performance criteria. Thus, while one supplier may, for example, have an exemplary record with Honda 4-cylinder engines, that same supplier might have an entirely different profile when fulfilling orders for domestic light truck transfer cases.

At this juncture, we have established a database populated with the nation’s most reliable and trustworthy suppliers, complete with detailed ranking algorithms that facilitate setting a sale price that is competitive while offering a desirable profit margin, and also covering the statistical exposure inherent in our warranty program.

This latter capability is the critical differentiator that allows us to offer an unprecedented free 5-year unlimited mileage warranty on our recycled parts—a feature no would-be competitor is likely to challenge.

While this may seem risky at first glance, we have determined that it is safe, predictable, and predicated upon quantitative actuarial mathematics proven repeatedly through years of insurance underwriting. Hence, for example, if the same part is available at the same cost from two different sources, one of which has a higher confidence rating for this particular class of part, our quoted price is adjusted to reflect and ameliorate additional risk incurred.

Together, these systems comprise our proprietary artificial intelligence Component Location and Ranking Architecture.

The next component of our proprietary software system is the ‘Fulfillment Module,’ which allows our customers to access the knowledge components in real time, searching for parts using flexible, natural- language queries, and returning appropriately adjusted pricing, as described above. With the press of a button, the item is ordered, wholesale purchase documentation is generated and transmitted, and shipping labels are prepared and transmitted to the selected supplier for fulfillment.

The final element in our system is the Fulfillment Follow-Up Module. This automated process scrutinizes shipment movement against expected progress, flagging potential problems for timely intervention. This component ensures delivery within our guaranteed 24 to 48 hours.

Each stage in the fulfillment process captures, evaluates, and integrates performance data back into the underlying Expert System, allowing the entire network to learn from experience. In practical terms, it expands the entire Supply Chain paradigm from a tactical logistics-control system, into an intelligent predictive system for strategic planning and risk management.

Technological Differentiators

Technology plays a critical role in all modern enterprises, and this is particularly true in our business model. Critical areas of focus include:

1.	Web presence. Our goal is to offer an exemplary web experience. We want visitors to bookmark our page within the first few minutes of their arrival, and plan to engage the best available design experts to ensure this is the case.

Inter-enterprise connectivity—A critical component of our operating model is our ability to seamlessly merge our internal data model with the software infrastructures of our supply-chain partners. We must be able to pull inventory information from all of our sources in real time, and must simultaneously be able to allow our consumers, including auto shops, brick-and-mortar resellers, and the customers themselves, to query our consolidated data, including our calculated pricing structures. These are challenging requirements, requiring a robust logical data model, multi- tiered architectures, real-time transaction processing components, and sophisticated, standards- based, integration layers. Delaine’s current and prospective management team embody the technological backgrounds and skill sets to address these requirements. Of course, no individual can be expert in every area of today’s multifaceted technology environment, which is why our business plan includes provisions for retaining experts in specific areas, as required.

Proprietary software—As described throughout this document, several key areas of our operational model are predicated upon unique software algorithms of our own design. Nevertheless, as experienced IT professionals, the Company’s president and prospective management team are well aware of the costs associated with the maintenance and enhancement of proprietary software components. Businesses that fail to anticipate this overhead frequently find themselves brought to a virtual standstill by the burgeoning expense of spiraling development costs. We will address these potential pitfalls from several directions:

a)	First, as experienced IT professionals we are well aware of the real costs of software maintenance, and have ensuring that these are explicitly anticipated in our operating plan.

b)	We will favor off-the-shelf, well-supported software components, from established sources, wherever possible.

c)	For those areas where proprietary software is required, we will strictly adhere to software ‘best practices’, as described by SEI/CMM (Software Engineering Institute’s Capability Maturity Model), and ISO procedures, to ensure our software can be economically maintained and enhanced.

Mathematical and Statistical Modeling—In a very real sense, the critical success factor of our business model involves our ability to quickly apply statistical predictors to our pricing structure. Some parts, some suppliers, some makes, models or model years will entail a higher likelihood of future warranty claims than others, and anticipating these factors is crucial to our long-term profitability. Nevertheless, these techniques are well understood, and have been employed, and constantly refined, by insurers for many years. Our innovation is not in the underlying science, but rather, in our model that allows application of these proven techniques to the field of automobile parts and repair services.

Marketing Plan

Our marketing will focus on a two-pronged approach, targeting both the ultimate customer (DIY mechanics, ‘Brick and Mortar’ retailers, and so forth), as well as enlisting the participation of critical intermediaries, such as certified repair shops, OEM parts producers, distributors, body shops, and even insurance companies, who will be highly motivated to specify our parts both in terms of initial repair cost and our iron-clad warranty of both parts and installation services.

The central component of our marketing strategy is establishing and promoting our new Car Monkeys brand identity.

Our strategy is to position ourselves as more than just another company out to sell something. To this end, we have carefully analyzed a wide cross-section of popular web communities, including Facebook.com, HarmonyCentral.com, CraigsList.com, AngiesList.com, LinkedIn.com, Tubecad.com, Duncanamps.com, and many others.

Promotion

We anticipate a significant portion of our income over the course of the next twelve months going toward engaging a reputable public relations firm to help define, consolidate, and solidify our corporate image.

Central to our strategy is a rich and extensive web presence that will attract a relevant audience of prospective customers, whether or not they are actually ready to make a purchase, retain their interest, and cultivate their loyalty and confidence so when they are ready to buy, they won’t even consider looking elsewhere.

Regardless of specific content, the key to attracting and retaining users is an exemplary user interface. We will test and refine our site through the use of scientific usability testing. In a typical usability lab, representative users are observed and recorded as they utilize our site, either executing a predetermined list of tasks, or simply exploring ad hoc topics. Their body language is subsequently analyzed by experts in cognitive psychology to identify areas of confusion, frustration, and so forth. This is a critical step rarely employed by web designers or even software application developers. The result, however, is an environment in which people enjoy spending their time.

There are numerous sites dedicated to evaluating exemplary web designs, and many awards for such sites. Submitting our portal for consideration will be an active priority and an additional source of recognition, publicity, and ultimately, traffic and revenue.

While website content (in addition to parts finder and related commercial components) will be finalized in consultation with marketing experts, some possibilities under consideration include:

•	Moderated user forums on relevant topics,

•	Libraries of manuals, repair guides, and related materials,

•	Embedded how-to videos from YouTube and other sources,

•	Customer evaluations of, and experience with, our parts, service, and installation partners,

•	Geographically organized networking pages (along the lines of Craigslist), were customers can arrange to share use of specialty tools, arrange mutual help, and so forth. (No ‘for-sale’ advertisements).

•	Personalized answers from our support staff.

Employees

In addition to our officers, we have two full time commission sales representatives and one part time back end support staff member.

We believe that our future success will depend in part on our continued ability to attract, hire and retain qualified personnel. We have negotiated contracts with several qualified individuals whom we have nominated as prospective management candidates, to be hired as funding allows.

ITEM 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 1B. Unresolved Staff Comments.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item, however there are no unresolved staff comments.

ITEM 2. Properties.

We maintain our principal executive offices at 393 Crescent Avenue, Wyckoff, NJ 07481. The Company does not own or lease any properties at this time.

ITEM 3. Legal Proceedings.

Currently we are not involved in any pending litigation or legal proceeding.

ITEM 4. Mine Safety Disclosures.

Not Applicable

PART II

ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Only a sporadic and highly limited market exists for our securities. There is no assurance that a regular trading market will develop, or if developed, that it will be sustained. Therefore, a shareholder in all likelihood will be unable to resell his securities in our company. Furthermore, it is unlikely that a lending institution will accept our securities as pledged collateral for loans unless a regular trading market develops. There are six broker-dealers who are Market Makers in our common stock.

Our company's securities are traded on the OTCQB operated by OTCMarkets.com under the symbol “DEPN”. Our stock has only traded on six days during the past two fiscal years at prices between $0.15 for 500 shares in July 2012 and $0.30 per share for 10,000 shares in July 2013 with total volume of 28,300 shares.

Shareholders

We have 51 shareholders of record of our common stock. We have no outstanding warrants or other agreements to issue any shares.

Dividend Policy

We have not declared any cash dividends. We do not intend to pay dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.

Section 15(g) of the Securities Exchange Act of 1934

Our shares are covered by section 15(g) of the Securities Exchange Act of 1934, as amended, that imposes additional sales practice requirements on broker/dealers who sell such securities to persons other than established customers and accredited investors (generally institutions with assets in excess of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 in each of the two most recent years or joint income with a spouse exceeding $300,000 for those years excluding the value of their primary residence. For transactions covered by the Rule, the broker/dealer must make a special suitability determination for the purchase and have received the purchaser's written agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny securities. These rules require a one-page summary of certain essential items. The items include the risk of investing in penny stocks in both public offerings and secondary marketing; terms important to in understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers “spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its customers, including the disclosures required by any other penny stock disclosure rules; the customers rights and remedies in causes of fraud in penny stock transactions; and, the FINRA's toll free telephone number and the central number of the North American Administrators Association, for information on the disciplinary history of broker/dealers and their associated persons.

Securities authorized for issuance under equity compensation plans

We have no equity compensation plans and accordingly we have no shares authorized for issuance under an equity compensation plan.

ITEM 6. Selected Financial Data.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 7. 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 Annual Report on Form 10-K. 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 Annual Report on Form 10-K. 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. Pursuant to the Reorganization Agreement entered into in June 2012, the Company’s development and operations are to provide online sales of recycled automotive parts using the Company sole’s and exclusive license to certain proprietary technology relating to online procurement of goods (the “Technology”). During the fourth quarter of fiscal year ended June 30, 2013 we launched our online store under the brand Car Monkeys, to introduce our product line to the marketplace. During the three months ended September 30, 2013 we commenced operating our second website under the brand Low Mileage Parts. As of the first quarter of fiscal 2014 we are no longer in the Development Stage.

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 Car Monkeys brand name. Accordingly, the Company only realized $3,210 in revenue during the fiscal year ended June 30, 2013 which represents sales during the first month after the website launch. We do not believe these results are indicative of our projected monthly sales. We had net revenue of $7,258 from June 23, 2010 (Inception) through June 30, 2013 which represents sporadic sales during development. The Company had a Net Loss of $331,020 for the fiscal year ended June 30, 2013 compared to $71,272 for the fiscal year ended June 30, 2012.

Year Ended June 30, 2013 Compared to Year Ended June 30, 2012.

Selling, General and Administrative Expenses:

Selling, general and administrative expenses were $22,031 for the the fiscal year ended June 30, 2013 compared to $7,614 for the fiscal year ended June 30, 2012. For the fiscal year ended June 30, 2013, professional fees were $219,492 and consist of approximately $75,000 in legal fees, primarily with respect to the 2012 reorganization, $16,000 in bookkeeping and accounting fees and $99,722 paid to our chief executive officer. Professional fees were to $64,239 for the fiscal year ended June 30, 2012 and were lower primarily due to the inactivity of the Company prior to the June 2012 Reorganization. The Company recorded $93,000 for 5,500,000 common stock issued as executive compensation and 3,525,000 shares for business development consulting fees. The shares issued for services were valued at $0.1655 per share, totaling $968,588.80. The excess of the value of the shares issued over the value of the services received is $2,969,250 and has been recorded as a reduction of additional paid-in capital. The Company has no other consulting contracts which require the issuance of additional common stock.

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 June 30, 2013 and June 30, 2012, the Company has cash of $41,334 and $186,602, respectively. The accumulated deficit for these periods is $409,570 and $78,550, respectively. Our intangible assets of $353,194 are the intellectual property.

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

In the third and fourth quarter of the fiscal year ended June 30, 2013, the Company sold 507,813 at $0.128 per share and 25,000 at $0.40 per share private placements to sophisticated investors raising $75,000.

As of June 30, 2013 and June 30, 2012, accounts payable totaled $13,133 and $4,544, 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 June 30, 2013 and June 30, 2012, we had no material commitments for capital expenditures.

Off Balance Sheet Arrangements

None.

ITEM 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide the information required by this Item.

ITEM 8. Financial Statements and Supplementary Data.

Delaine Corporation

(A Development Stage Company)

Financial Statements

June 30, 2013

June 30, 2012

Delaine Corporation

(A Development Stage Company)

Index to the Audited Financial Statements

For the Years Ended June 30, 2013 and 2012,

and for the Period from June 23, 2010 (Inception) to

June 30, 2013

Report of Independent Registered Public Accounting Firm			F-2

Balance Sheets as of June 30, 2013 and June 30, 2012			F-3

Statements of Operations for the years ended June 30, 2013 and 2012, and for the period from June 23, 2010 (Inception) to June 30, 2013			F-4

Statement of Changes of Stockholders’ Equity for the period from June 23, 2010 (Inception) to June 30, 2013			F-5

Statements of Cash Flows for the years ended June 30, 2013 and 2012, and for the period from June 23, 2010 (Inception) to June 30, 2013			F-6

Notes to the Financial Statements			F-7

F-1

Morrill & Associates, LLC

Certified Public Accountants

1448 North 2000 West, Suite 3

Clinton, Utah 84015

801-820-6233 Phone; 801-820-6628 Fax

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders

Delaine Corporation (A Development Stage Company)

Wykoff, NJ

We have audited the accompanying balance sheets of Delaine Corporation (a development stage company) as of June 30, 2013 and 2012 and the related statements of operations, stockholders’ equity and cash flows for the years ended June 30, 2013 and 2012 and from inception on June 23, 2010 through June 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Delaine Corporation (a development stage company) as of June 30, 2013 and 2012 and the results of its operations and cash flows for the years ended June 30, 2013 and 2012 and from inception on June 23, 2010 through June 30, 2013 in conformity with generally accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered losses from inception and has limited operations which raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are described in Note 6. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Morrill & Associates

Morrill & Associates

Clinton, Utah 84015

December 12, 2013

F-2

Delaine Corporation

(A Development Stage Company)

Balance Sheets

	June 30, 2013			June 30, 2012

ASSETS
Current assets:
Cash and cash equivalents	$	41,334		$	186,602
Accounts receivable		1,880			-
Prepaid expenses		5,833			-
Total current assets		49,047			186,602

Property, plant and equipment, net		1,361			-

Intangible assets		353,194			353,194
Total assets	$	403,602		$	539,796

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	13,133		$	4,544
Total current liabilities		13,133			4,544

Stockholders’ Equity
Preferred stock, par value $0.001, 10,000,000 shares authorized, 400,000 shares issued and outstanding as of June 30, 2013 and June 30, 2012, respectively		400			400
Common stock, par value $0.001, 100,000,000 shares authorized, 65,012,813 and 45,980,000 issued and outstanding as of June 30, 2013 and June 30, 2012, respectively		65,013			45,980
Additional paid-in capital		734,626			567,422
Deficit accumulated during the development stage		(409,570	)		(78,550	)
Total stockholders’ equity		390,469			535,252
Total liabilities and stockholder's equity	$	403,602		$	539,796

See accompanying notes to the financial statements.

F-3

Delaine Corporation

(A Development Stage Company)

Statements of Operations

	For the Year Ended June 30, 2013			For the Year Ended June 30, 2012			From Inception (June 23, 2010) Through June 30, 2013

Net Revenue	$	3,210		$	-		$	7,258

Operating expenses:
Selling, general and administrative		22,031			7,614			29,013
Professional fees		219,492			64,239			295,609
Stock issued for executive compensation		2,500			-			2,500
Stock issued for executive compensation - related party		25,000			-			25,000
Stock issued for consulting fees		65,000			-			65,000
Depreciation expense		245			-			326
Operating loss before income taxes		(331,058	)		(71,853	)		(410,190	)

Other income		38			581			620

Income tax (expense) benefit		-			-			-

Net loss	$	(331,020	)	$	(71,272	)	$	(409,570	)

Basic and diluted loss per common share	$	(0.01	)	$	(0.00	)

Weighted average shares outstanding		54,183,852			37,522,651

See accompanying notes to the financial statements.

F-4

Delaine Corporation

(A Development Stage Company)

Statement of Changes of Stockholders’ Equity

	Preferred Stock				Common Stock				Additional Paid-In			Deficit Accumulated During the Development			Total Stockholders'
	Shares		Amount		Shares		Amount		Capital			Stage			Equity

Balance, June 23, 2010 (Inception)		-	$	-		-	$	-	$	-		$	-		$	-
Common stock issued for cash at $0.00167 per share		-		-		300,000		300		200			-			500
Net loss for the year ended June 30, 2010		-		-		-		-		-			(644	)		(644	)
Balance, June 30, 2010		-		-		300,000		300		200			(644	)		(144	)
Common stock issued for patent rights at $0.001 per share		-		-		30,000,000		30,000		(30,000	)		-			-
Contributed capital		-		-		-		-		1,000			-			1,000
Net loss for the year ended June 30, 2011		-		-		-		-		-			(6,634	)		(6,634	)
Balance, June 30, 2011		-		-		30,300,000		30,300		(28,800	)		(7,278	)		(5,778	)
Common stock issued for cash at $0.00167 per share		-		-		6,180,000		6,180		4,120			-			10,300
Common stock issued for cash at $0.06030 per share		-		-		4,043,040		4,043		239,765			-			243,808
Preferred stock issued for proprietary technology at $0.001 per share		400,000		400		-		-		144,328			-			144,728
Common stock issued for proprietary technology at $0.06030 per share		-		-		3,456,960		3,457		205,009			-			208,466
Common stock issued for preferred stock dividend at $0.001 per share		-		-		2,000,000		2,000		(2,000	)		-			-
Contributed capital		-		-		-		-		5,000			-			5,000
Net loss for the year ended June 30, 2012		-		-		-		-		-			(71,272	)		(71,272	)
Balance, June 30, 2012		400,000		400		45,980,000		45,980		567,422			(78,550	)		535,252
Common stock issued at $0.1665 for services totaling $50,000 in value		-		-		10,000,000		10,000		1,645,000			-			1,655,000
Common stock issued at $0.1665 for services totaling $15,000 in value		-		-		3,000,000		3,000		493,500			-			496,500
Common stock issued at $0.40 for $10,000 in cash		-		-		25,000		25		9,975			-			10,000
Common stock issued at $0.1665 for services totaling $25,000 in value		-		-		5,000,000		5,000		822,500			-			827,500
Common stock issued at $0.1665 for services totaling $2,500 in value		-		-		500,000		500		82,250			-			82,750
Reduction in additional paid-in capital for the excess of the value of shares issued for services over the value of the services received.		-		-				-		(2,969,250	)		-			(2,969,250	)
Common stock issued for cash at $0.128		-		-		507,813		508		64,492			-			65,000
Contributed capital		-		-		-		-		18,737			-			18,737
Net loss for the year ended June 30, 2013		-		-		-		-		-			(331,020	)		(331,020	)
Balance, June 30, 2013		400,000	$	400		65,012,813	$	65,013	$	734,626		$	(409,570	)	$	390,469

See accompanying notes to the financial statements.

F-5

Delaine Corporation

(A Development Stage Company)

Statements of Cash Flows

	For the Year Ended June 30, 2013			For the Year Ended June 30, 2012			From Inception (June 23, 2010) Through June 30, 2013

Cash flows from operating activities:
Net loss	$	(331,020	)	$	(71,272	)	$	(409,570	)
Loss on asset disposition		-			6,485			6,485
Depreciation expense		326			-			326
Stock issued for executive compensation		2,500			-			2,500
Stock issued for executive compensation - related party		25,000			-			25,000
Stock issued for consulting fees		65,000			-			65,000
Adjustments to reconcile net loss to net cash used in operating activities:
Accounts receivable		(1,880	)		-			(1,880	)
Prepaid expenses		(5,833	)		-			(5,833	)
Accounts payable		8,589			(11,416	)		13,133
Net cash used in operating activities		(237,318	)		(76,203	)		(304,839	)

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		18,737			5,000			24,737
Issuance of common stock for cash		75,000			254,108			329,608
Net cash provided by financing activities		93,737			259,108			354,345

Net increase in cash		(145,268	)		182,905			41,334
Cash at beginning of period		186,602			3,697			-
Cash at end of period	$	41,334		$	186,602		$	41,334

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		$	208,466
400,000 preferred shares issued for proprietary technology	$	-		$	144,728		$	144,728

See accompanying notes to the financial statements.

F-6

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

1)	ORGANIZATION

The Company is an online retailer of used automotive parts under the brand name Car Monkeys. The Company utilizes proprietary algorithms developed in 2008 by its President, enabling the Company to show customers all parts that meet their specific needs. To date, the Company’s activities have been limited to its formation, minimal operations, and the raising of equity capital.

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.

F-7

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

2)	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 $41,334 and $186,602 in cash and cash equivalents as of June 30, 2013 and June 30, 2012, respectively.

INTANGIBLE ASSETS

Identifiable intangible assets have been capitalized as per SC 350-35 “General Intangibles Other than Goodwill.” In July, 2010, the Company entered into an assignment agreement with its Director, whereby the Company’s Director assigned to the Company all title, right, and interest in and to the Lighted Ratcheting Wrench invention in exchange for 30,000,000 shares of the Company’s common stock, par value $0.001 (see Note 3). During the year ended June 30, 2012, the Company elected to suspend its pursuit of the patent protection of the Lighted Ratcheting Wrench. Accordingly, previously capitalized patent costs, totaling $6,485 have been written off and recorded in sales, general and administrative expense, totaling $71,272 for the year ended June 30, 2012.

Identifiable intangible assets also consist of proprietary technology relating to the online procurement of certain goods, which technology was acquired by the Company in June, 2012 in exchange for 3,456,960 restricted shares of common stock, par value $0.001, and 400,000 shares of preferred stock, par value $0.001 (see Note 3).

REVENUE RECOGNITION

The Company recognizes revenue under ASC 605 “Revenue Recognition.” Under ASC 605-45, the Company determined that revenues should be recognized on the net revenue reporting method, where the Company only reports the net revenues from the drop shipped transactions. Revenue is recognized when revenues have been collected and the product has been shipped FOB shipper.

INCOME TAXES

The Company accounts for income taxes under FASB ASC 740 "Income Taxes." Under the asset and liability method of FASB ASC 740, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statements carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under FASB ASC 740, the effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period the enactment occurs. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

F-8

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

2)	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

ACCOUNTS RECEIVABLE

The Company records customer receivables realized upon the sale of used automotive parts for which customer payment has yet to be remitted. As of June 30, 2013, the Company’s has recorded $1,880 in accounts receivable.

ALLOWANCE FOR DOUBTFUL ACCOUNTS

The allowance for doubtful accounts reflects the Company’s best estimate of probable losses inherent in the accounts receivable balance. The Company determines the allowance based upon known troubled accounts, historical experience, and other currently available evidence. As of June 30, 2013 no allowance has been recorded.

PROPERTY AND EQUIPMENT

Property and equipment is stated at cost and depreciated using the straight-line method over the shorter of the estimated useful life of the asset or lease term. The estimated useful lives of the Company’s property and equipment are generally as follows: computer software, three years; computer equipment, two to three years. For the years ended June 30, 2013 and June 30, 2012 the Company recorded depreciation expense of $326 and zero, respectively.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The Company's financial instruments as defined by FASB ASC 825-10-50 include cash, trade accounts receivable, and accounts payable and accrued expenses. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at June 30, 2013 and June 30, 2012.

F-9

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

2)	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)

FASB ASC 820 defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. FASB ASC 820 establishes a three-tier fair value hierarchy which prioritizes the inputs used in measuring fair value as follows:

Level 1. Observable inputs such as quoted prices in active markets;

Level 2. Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3. Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company does not have any assets or liabilities measured at fair value on a recurring basis at June 30, 2013 and June 30, 2012. The Company did not have any fair value adjustments for assets and liabilities measured at fair value on a nonrecurring basis at June 30, 2013 and June 30, 2012.

SHARE BASED EXPENSES

FASB ASC 718 "Compensation - Stock Compensation" prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company should determine if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (a) the option to settle by issuing equity instruments lacks commercial substance or (b) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.

The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of FASB ASC 505-50 "Equity - Based Payments to Non-Employees." Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (a) the goods or services received; or (b) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.

F-10

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

2)	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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.

CONCENTRATIONS OF CREDIT RISK

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and cash equivalents and related party payables it will likely incur in the near future. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.

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 100,000,000 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. The Company has also authorized 10,000,000 of preferred shares with a par value of $0.001 per share.

F-11

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

3)	STOCKHOLDERS’ EQUITY (CONTINUED)

SHARE ISSUANCES

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

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 June, 2012, the Company issued 3,456,960 common shares at $0.06030 per share and 400,000 preferred shares at $0.001 per share to one individual in exchange for the sole and exclusive license to proprietary technology relating to online procurement of certain goods (see Note 5).

In June, 2012, the Company’s shareholders approved a stock dividend of 5 shares of the Company’s common stock, par value $0.001, for each 1 share of the Company’s common stock held as of July 6, 2012, and 5 shares of common stock for each 1 share of preferred stock held as of July 6, 2012. As a result of the stock dividend, the Company’s common shares issued and outstanding increased to 45,980,000 as of June, 2012. These increased amounts have been retrospectively applied to the Company’s financial statements and notes thereto for the year ended June 30, 2012.

In January, 2013, the Company issued 10,000,000 common shares of common stock for consulting services rendered to the Company valued at $50,000. The value of the shares issued was determined to be $0.1655 per share or $1,655,000. The excess of the value of the shares issued over the value of the services received is $1,605,000 and has been recorded as a reduction of additional paid-in capital.

F-12

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

3)	STOCKHOLDERS’ EQUITY (CONTINUED)

SHARE ISSUANCES

In January, 2013, the Company issued 3,000,000 common shares of common stock for consulting services rendered to the Company valued at $15,000. The value of the shares issued was determined to be $0.1655 per share or $496,500. The excess of the value of the shares issued over the value of the services received is $481,500 and has been recorded as a reduction of additional paid-in capital.

In January, 2013, the Company issued 25,000 common shares, par value $0.001 per share to one investor in exchange for $10,000 cash, or $0.40 per share.

In March, 2013, the Company issued 5,000,000 shares of common stock as compensation to its Chief Financial Officer (“CFO”) for services rendered to the Company valued at $25,000 (see Note 4). The value of the shares issued was determined to be $0.1655 per share or $827,500. The excess of the value of the shares issued over the value of the services received is $802,500 and has been recorded as a reduction of additional paid-in capital.

In March, 2013, the Company issued 500,000 shares of common stock as compensation to its Chief Technology Officer for services rendered to the Company valued at $2,500. The value of the shares issued was determined to be $0.1655 per share or $82,750. The excess of the value of the shares issued over the value of the services received is $80,250 and has been recorded as a reduction of additional paid-in capital.

In April and May, 2013, the Company issued 507,813 shares of common stock, par value $0.001 per share to four investors in exchange for $65,000 cash, or $0.128 per share.

4)	ASSIGNMENT OF INVENTIONS

In July, 2010, the Company entered into an assignment agreement with its Director, whereby the Company’s Director assigned to the Company all title, right, and interest in and to the Lighted Ratcheting Wrench invention in exchange for 30,000,000 shares of the Company’s common stock, par value $0.001 (see Note 3).

As neither the common stock issued by the Company, nor the inventions assigned by its Director, are objectively measureable, the Company has offset the $30,000 in par value by a corresponding amount recorded in additional paid in capital, resulting in a net transaction value of $0.

Costs incurred to develop further the concept of the assigned inventions and filing for the patent protection of those inventions will be capitalized as intangible assets. During the year ended June 30, 2012, the Company elected to suspend its pursuit of the patent protection of the Lighted Ratcheting Wrench. Accordingly, previously capitalized patent costs, totaling $6,485 have been written off and recorded in sales, general and administrative expense, totaling $71,272 for the year ended June 30, 2012.

F-13

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

5)	PROPRIETARY TECHNOLOGY ACQUISITION/CHANGE IN CONTROL

In June, 2012, the Company entered into an agreement with an individual and acquired a sole and exclusive license in and to certain proprietary technology relating to online procurement of certain goods in exchange for the issuance of 5,456,960 shares of common stock, par value $0.001, and 400,000 shares of preferred stock, par value $0.001, to the Company’s president and sole director. The common shares have been valued at $0.06030 per share, whereas the preferred shares have been valued at $0.36182 per share. The proprietary technology has been recorded as an intangible asset totaling $353,194 as of June 30, 2012.

The proprietary technology consists of internet search algorithms tailored to searching, cross referencing, and pricing used auto parts. The search algorithms enable a vast and detailed online catalog of used auto parts, which surpasses what is currently available from any other source. Together with the pricing algorithms, the technology provides the display of product information, together with a price that is both competitive and offers a good profit margin for an online retail entity utilizing the technology. This pricing model is based on availability and wholesale cost of each particular part from a trusted network of automotive recyclers nationwide.

In conjunction with the year ended June 30, 2013, the Company performed an impairment loss assessment of the intangible asset and determined that the carrying amount was not impaired. The assessment considered, amongst other factors, both the current period and historical operating losses, as well as forecasted positive net cash flows to be generated by the intangible asset on a discounted basis. It was determined that based the future economic benefits of the intangible asset were greater than the current carrying amount of $353,194. Accordingly, the Company has determined that an impairment of the intangible asset is unnecessary as of June 30, 2013.

F-14

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

6)	PROVISION FOR INCOME TAXES

The Financial Accounting Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial Interpretation No. 48, "Accounting for Uncertainty in Income Taxes - An Interpretation of FASB Statement No. 109 (FIN 48)). FASB ASC 740-10 clarifies the accounting for uncertainty in income taxes recognized in an enterprise's financial statements in accordance with prior literature FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to determine whether it is more likely than not that a tax position will be sustained will be sustained upon examination based upon the technical merits of the position. If the more-likely-than- not threshold is met, a company must measure the tax position to determine the amount to recognize in the financial statements. As a result of the implementation of this standard, the Company performed a review of its material tax positions in accordance with recognition and measurement standards established by FASB ASC 740-10.

Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss and tax credit carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 40% to pretax income from continuing operations for the year ended June 30, 2013 and June 30, 2012 due to the following:

	For the Year Ended June 30, 2013			For the Year Ended June 30, 2012
Deferred tax asset:
Net operating loss carryforward	$	163,828		$	31,420
Valuation allowance		(163,828	)		(31,420	)
Total	$	-		$	-

F-15

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

6)	PROVISION FOR INCOME TAXES (CONTINUED)

The components of income tax expense are as follows:

	For the Year Ended June 30, 2013			For the Year Ended June 30, 2012
Current Federal Tax	$	-		$	-
Current State Tax		-			-
Change in NOL benefit		132,408			28,509
Change in valuation allowance		(132,408	)		(28,509	)
Total	$	-		$	-

The potential income tax benefit of these losses has been offset by a full valuation allowance.

As of June 30, 2013, the Company has an unused net operating loss carry-forward balance of $409,570 that is available to offset future taxable income. This unused net operating loss carry-forward balance begins to expire in 2030.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows:

	For the Year Ended June 30, 2013		For the Year Ended June 30, 2012
Beginning balance	$	-	$	-
Additions based on tax positions related to current year		-		-
Additions for tax positions of prior years		-		-
Reductions for tax positions of prior years		-		-
Reductions in benefit due to income tax expense		-		-
Ending balance	$	-	$	-

At June 30, 2013, the Company had no unrecognized tax benefits that, if recognized, would affect the effective tax rate.

The Company did not have any tax positions for which it is reasonably possible that the total amount of unrecognized tax benefits will significantly increase or decrease within the next 12 months.

As of June 30, 2013 and 2012, the Company had no accrued interest or penalties related to uncertain tax positions.

The tax years that remain subject to examination by major taxing jurisdictions are those since June 23, 2010 (Inception) through the year ended June 30, 2013.

F-16

Delaine Corporation

(A Development Stage Company)

Notes to the Financial Statements

7)	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 June 30, 2013 and 2012, the Company has an accumulated deficit of $409,570 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.

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.

8)	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.

F-17

ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

On November 2, 2012, the board of directors of Delaine Corp. dismissed Kyle L. Tingle, CPA, LLC (“Tingle”), its independent registered public accounting firm. Also, on November 2, 2012, the Company engaged Morrill & Associates (“Morrill”) at 1448 North 2000 West, Suite 3 in Clinton, Utah as its new independent registered accounting firm.

The audit reports of Tingle on the financial statements of the Company as of and for the years ended June 30, 2011 and 2010 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the audit reports of Tingle for the financial statements of the Company as of June 30, 2011 and 2010 indicated uncertainty as to the Company’s ability to continue as a going concern because the Company had working capital and stockholders’ deficits.

During the Company’s two most recent fiscal years ended June 30, 2011 and 2010 and through the date of their appointment as auditors, the Company did not consult with Morrill on (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that may be rendered on the Company’s financial statements, and Morrill did not provide either a written report or oral advice to the Company that was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; or (ii) the subject of any disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions, or a reportable even within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

In connection with the audits of the Company’s financial statements for the fiscal year ended June 30, 2011 and 2010 and through the date of this Current Report, there were: (i) no disagreements between the Company and Tingle on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of Tingle, would have caused Tingle to make reference to the subject matter of the disagreement in their reports on the Company’s financial statements for such years, and (ii) no reportable events within the meaning set forth in Item 304(a)(1)(v) of Regulation S-K.

ITEM 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation (the “Evaluation”), under the supervision and with the participation of Mariusz Girt in his capacity as Chief Executive Officer (“CEO”) and Chief Financial Officer (“CFO”), of the effectiveness of the design and operation of our disclosure controls and procedures (“Disclosure Controls”) as of June 30, 2013. Based on this Evaluation, our CEO and CFO concluded that our Disclosure Controls were effective as of the end of the period covered by this report.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Under the supervision and with the participation of our management we conducted an evaluation of the effectiveness of our internal control over financial reporting as of June 30, 2013, based on the criteria established in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation, our management concluded that our internal control over financial reporting was effective as of June 30, 2013. The Company’s internal control over financial reporting as of June 30, 2013 has not been audited by the Company’s independent accountants.

Changes in Internal Control Over Financial Reporting

During the year ended June 30, 2013, there were no significant changes in our internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

ITEM 9B. Other Information.

None.

Part III

ITEM 10. Directors, Executive Officers and Corporate Governance.

The table sets forth information as of the date of this report with respect to our executive officers and directors

Name	Age	Title	Tenure

Mariusz Girt	43	President, Chief Executive Officer and Director	June 2012
Marek Kudlinski	47	Chief Technology Officer	March 2013
Pawel Girt	47	Chief Financial Officer	March 2013

Background / Experience

Mariusz Girt, the Company’s President, Chief Executive Officer and sole Director, is the architect of the advanced algorithms at the heart of Delaine’s artificial intelligence component location/ evaluation engine. Mr. Girt’s extensive technical background in Computer Systems Analysis and Database Architecture combines seamlessly with his hands-on experience operating a successful auto parts business, resulting in a combination of qualifications uniquely relevant to the Company’s business. Mr. Girt is a dedicated and highly skilled professional with strong interpersonal, communication and leadership skills. Since September 2011, Mr. Girt has been employed as a Senior Computer Systems Analyst for EcoSafe Automotive, LLC, in Wyckoff, NJ, where he provided leadership in launching two online auto parts stores. From August 2004 through September 2011 Mr. Girt served as Senior Computer Systems Analyst at AccessPoint Communications, Inc. in West Palm Beach, Florida and Orange, NJ. At AccessPoint, Mr. Girt was responsible for managing and supervising an IT consulting staff and outside marketing and Public Relations contractors, and the design and development of data warehousing and database marketing software technologies that automate the analysis of business data. From May 2002 through July 2004, Mr. Girt worked at DP Martin & Associates, Inc. in Palm Beach, Florida as a Computer Systems Analyst. Mr. Girt holds a Bachelor of Science degree in IT from the University of Opole, Poland. Mariusz Girt and Pawel Girt are brothers.

Marek Kudlinski, has a hands on understanding of e-commerce and internet technologies, including .Net, multi-tiered web-based application design and implementation, database implementation, tuning, and transaction processing, Mr. Kudlinski is ideally qualified to design, implement, and manage the Company’s critical technological infrastructure; the cornerstone of our corporate strategy. As a senior Technical Architect at financial software giant Misys GMS, Mr. Kudlinski designed and implemented the company’s GMS (Global Managed Service) system, which allows banks, funds and corporations to confirm worldwide foreign exchange, money market, options and precious metals transactions via a single centralized, easy to use system. The GMS system is a key component in the Misys’s corporate competitive strategy. His extensive experience as a manager of skilled technical contributors will be crucial to our ability to attract, retain, and effectively utilize the most qualified technical professionals. Mr. Kudlinski, is currently a .NET System Architect for Misys GMS, in New York, NY, where he has worked since 2004. Among his many accomplishments at Misys GMS, Mr. Kudlinski designed and implemented the GMS (Global Managed Service) website which services banks, funds and corporations to allow confirmation of worldwide foreign exchange, money market, options and precious metals transactions via a centralized, easy to use system. Prior to working for Misys GMS, Mr. Kudlinski was Director of Software Development for ezUniverse LLC., in Ramsey, NJ, from 2002 through 2004. Mr. Kudlinski earned a Masters Degree in electrical engineering from Warsaw Technical University, in Warsaw, Poland in 1990. Mr. Kudlinski devotes approximately thirty hours per week to the Company.

Pawel Girt, has over 6 years of accounting experience, a Masters Degree in Economics from the University of Opole, Poland, and a comprehensive knowledge of accounting processes. He is a Certified Accountant; skilled in accounts payable, accounts receivable, general ledger, payroll, tax returns, forecasting and budgets. Mr. Girt is detail oriented and well organized with strong analytical and communication skills. From 2010 through the present Mr. Girt has been a partner at Public Accounting Office, Compendium S.C. From 2009 through 2010 he was an accountant for Public Accounting Office, in Vega S.C. During 2008 and 2009 he was an Accounts Payable clerk for Way of the World Travel and Cruises, in Surrey, BC, Canada. From 2006 through 2008 Mr. Girt served as Chief Accountant for the Polish Association for the Blind–Lower Silesia Region. Mariusz Girt and Pawel Girt are brothers.

To the best of our knowledge, none of our current or prospective directors or executive officers, during the past ten years, has been involved in any of the following legal proceedings:

Any petition under the Federal bankruptcy laws or any state insolvency law being filed by or against, or a receiver, fiscal agent or similar officer being appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;

2.	Conviction in a criminal proceeding, or being a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

3.	Being the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:

i. Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;

ii. Engaging in any type of business practice; or

iii. Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;

Being the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in paragraph (3)(i) of this section, or to be associated with persons engaged in any such activity;

5.	Being found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;

Being found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;

7.	Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

i. Any Federal or State securities or commodities law or regulation; or

ii. Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or

iii. Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

Section 16 Compliance

Section 16(a) of the Exchange Act requires our executive officers and directors and person who own more than 10% of our common stock to file reports regarding ownership of and any transactions in our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Our sole director and executive officers have not filed any Section 16 reports at this time though the initial acquisition of our securities by our director and executive officers have been disclosed in other filings and there have been no other transactions in our securities.

Corporate Governance

Director Independence

Our sole Director is not an independent director under any definition of independence of a national securities exchange or of an inter-dealer quotation system.

Code of Ethics

The Company adopted a code of ethics on September 27, 2013.

Audit, Compensation and Nominating Committees

The Director has not established an audit, compensation or director nominating committee; rather, the Director provides these functions. Our Director is not a financial expert as defined by Regulation S-K Item 407(d)(5). Given the current composition of management, the director does not believe such committees are practical at this time.

Security Holder Communications with our Board of Directors

The Company provides an informal process for security holders to send communications to our Director. Security holders who wish to contact the Director may do so by writing to Delaine Corporation at 393 Crescent Ave, Wyckoff, NJ 07481.

Family Relationships

Mariusz Girt, our CEO and sole Dirctor and Pawel Girt, our CFO are brothers.

ITEM 11. Executive Compensation.

The following table sets forth information with respect to compensation paid by the registrant to its named executive officers during the last two completed fiscal years ended June 30, 2013 and 2012, respectively.

Executive Officer Compensation
Name and principal position	Year	Salary (US$)		Bonus (US$)		Stock Awards (US$)		Option Awards (US$)		Non-Equity Incentive Plan Compensation (US$)		Nonqualified Deferred Compensation Earnings (US$)		All Other Compensation (US$)		Total (US$)

Mariusz Girt, Chief Executive Officer	2013	$	99,722.00		0		0		0		0		0		0	$	0
	2012		0		0		0		0		0		0		0		0

Pawel Girt Chief Financial Officer	2013		0		0	$	82,750		0		0		0		0		0

The following table sets forth information with respect to compensation paid by the registrant to its directors during the fiscal year ended June 30, 2013.

Director Compensation
Name (a)	Fees Earned or P aid in Cash (US$) (b)		Stock Awards (US$) (c)		Option Awards (US$) (d)		Non-Equity Incentive Plan Compensation (US$) (e)		Change in Pension Value and Nonqualified Deferred Compensation Earnings (US$) (f)		All Other Compensation (US$) (g)		Total (US$) (h)

Mariusz Girt		0		0		0		0		0		0		0

Employment Contracts and Termination of Employment, And Change-in-control Arrangements

The Company's CEO and sole Director does not have an employment agreement. Beginning August 2013, Mariusz Girt accrues a salary of $15,800 per month. The Company entered into an employment agreement with its CFO in March 2013. The agreement has a term of two years unless otherwise terminated by it provisions and shall automatically renew for successive two year periods unless notice of termination is given ninety day prior to the anniversary date is given. Otherwise the agreement may only be terminated for cause as defined therein. Mr. Pawel Girt received a sign on bonus of 5,000,000 unregistered shares of common stock. Mr. Girt will not receive any salary until such time the Company closes any single financing in excess of $500,000 and at such time a salary will be negotiated.

Termination of Employment and Change of Control Arrangement

There is no compensatory plan or arrangement in excess of $100,000 with respect to any individual named above which results or will result from the resignation, retirement or any other termination of employment with the Company, or from a change in the control of the Company.

Compensation Discussion and Analysis

The following Compensation Discussion and Analysis (CD&A) provides information on the compensation programs established for our “Named Executive Officers” during our fiscal year ended June 30, 2013. All information provided herein should be read in conjunction with the tables provided below.

Our Director is responsible for establishing, implementing and monitoring the policies governing compensation for our executives. During the year ended June 30, 2013 our Director did not employ any outside consultants to assist in carrying out its responsibilities with respect to executive compensation, although he has access to general executive compensation information regarding both local and national industry compensation practices. In future periods we may participate in regional and national surveys that benchmark executive compensation by peer group factors such as company size, annual revenues, market capitalization and geographical location.

The executive employment market in general is very competitive due to the number of companies with whom we compete to attract and retain executive and other staff with the requisite skills and experience to carry out our strategy and to maintain compliance with multiple Federal and State regulatory agencies. Many of these companies have significantly greater economic resources than our own. Our Director has recognized that our compensation packages must be able to attract and retain highly talented individuals that are committed to our goals and objectives, without at this time paying cash salaries that are competitive with some of our peers with greater economic resources.

Our compensation structure is weighted towards equity compensation in the form of options to acquire common stock, which the Director believes motivates and encourages executives to pursue strategic opportunities while managing the risks involved in our current business stage, and aligns compensation incentives with value creation for our shareholders.

Components of Our Executive Compensation Program

Our executive compensation program incorporates components we believe are necessary in order for the Company to provide a competitive compensation package relative to our peers and to provide an appropriate mix between short-term and long-term cash and non-cash compensation. Elements of our executive compensation are listed below:

	•	Base Salary

	•	Stock Awards

	•	Other benefits available to all employees

	•	Items specific to our President and Chief Executive Officer per an employment agreement

Base Salary: At present we do not have a salary structure for employees and executives is based on skill set, knowledge and responsibilities. Base salaries may be established as necessary. During the year ended June 30, 2013 none of our Named Executive Officers received a salary increase.

Stock Awards: A portion of compensation paid to our executives is equity based. We believe equity compensation helps align the interests of our executives with the interests of our shareholders. In that regard, our executives’ compensation is subject to downside risk in the event that our common stock price decreases. In addition, we believe stock awards provide incentives to aid in the retention of key executives.

Other Benefits: Our Executive Officers and employees receive no other benefits.

Indemnification

Under our Bylaws, we may indemnify an officer or director who is made a party to any proceeding, including a lawsuit, because of his position, if he acted in good faith and in a manner he reasonably believed to be in our best interest. We may advance expenses incurred in defending a proceeding. To the extent that the officer or director is successful on the merits in a proceeding as to which he is to be indemnified, we must indemnify him against all expenses incurred, including attorney's fees. With respect to a derivative action, indemnity may be made only for expenses actually and reasonably incurred in defending the proceeding, and if the officer or director is judged liable, only by a court order. The indemnification is intended to be to the fullest extent permitted by the laws of the State of Nevada.

Regarding indemnification for liabilities arising under the Securities Act of 1933, which may be permitted to directors or officers under Nevada law, we are informed that, in the opinion of the Securities and Exchange Commission, indemnification is against public policy, as expressed in the Act and is, therefore, unenforceable.

ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of the date of this Annual Report on Form 10-K, the total number of shares owned beneficially by each of our director and executive officers individually and as a group, and the present owners of 5% or more of our total outstanding common shares based upon 65,012,813 shares of common stock outstanding and 400,000 Class A preferred stock convertible into common stock on a one for one basis. The stockholders listed below have direct ownership of his/her shares and possess voting and dispositive power with respect to the shares.

Title of Class	Name and address of beneficial owner	Amount and nature of beneficial ownership		Percent of class

Common Stock(1)	Mariusz Girt, Chief Executive Officer, Director 35 Crescent Road Wycoff, NJ		10,023,330		15.3	%

Common Stock	Pawel Girt, Chief Financial Officer		5,000,000		7.6	%

Common Stock	Jozef Jerzy Jedrzejczyk Ul. Przyjacielska 5 Konstancin Jeziorna 05510		3,904,560		6.0	%

Common Stock	Henryka Jozefa Ludwiczak Krowica Pusta 1A WOJ. Wielkopolskie Szczytniki 62865		4,032,198		6.2	%

Common Stock	Kamila Monika Ludwiczak Krowica Pusta 1A WOJ. Wielkopolskie Szczytniki 62865		4,032,198		6.2	%

Common Stock	Danuta Wronska Ul. Studencka 31, Apt 23 Warszawa 02735		3,904,560		6.0	%

Common Stock	All Officers and Director (3 persons)		15,023,330		22.9	%

________________

(1) Includes 400,000 shares of Class A Preferred Stock convertible into common stock on a one for one basis.

ITEM 13. Certain Relationships and Related Transactions, and Director Independence.

In March 2013, we issued 5,000,000 shares of our common stock to Pawel Girt upon his appointment as chief financial officer.

ITEM 14. Principal Accounting Fees and Services.

(1) Audit Fees

The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for our audit of annual financial statements and review of financial statements included in our Form 10-Qs or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years was:

2013		$	12,109
2012		$	8,788

(2) Audit-Related Fees

There is no fee billed in each of the last two fiscal years for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported in the preceding paragraph.

(3) Tax Fees

There is no fee billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning.

(4) All Other Fees

There is no fee billed in each of the last two fiscal years for the products and services provided by the principal accountant, other than the services reported in paragraphs (1), (2), and (3).

(5) Our audit committee’s pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule 2-01 of Regulation S-X were that the audit committee pre-approve all accounting related activities prior to the performance of any services by any accountant or auditor.

(6) There is no hour expended on the principal accountant’s engagement to audit our financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountant’s full time and permanent employees was.

Part IV

ITEM 15. Exhibits, Financial Statement Schedules.

Exhibit		Document Description
3.1		Articles of Incorporation (Incorporated by reference from Form S-1 filed 01-25-2011)
		Articles of Amendment Class A Preferred Designation
3.2		By-Laws (Incorporated by reference from Form S-1 filed 01-25-2011)
10.1		Technology License Agreement (Incorporated by reference from Form 8-K filed 06-15-2012)
10.2		Management Agreement (Incorporated by reference from Form 8-K filed 08-24-2012)
10.3		Pawel Girt Employment Agreement (Incorporated by reference from Form 8-K filed 03-26-2013
14.1		Code of Ethics
16.1		Change of Auditor Letter (Incorporated by reference from Form 8-K filed 11-07-2012)
31.1		Certification of Chief Executive Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended
31.2		Certification of Chief Financial Officer pursuant to 15d-15(e), promulgated under the Securities and Exchange Act of 1934, as amended
32.1		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (Chief Executive Officer)
32.2		Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002 (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.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on December 18, 2013.

	DELAINE CORPORATION

	By:	/s/ Mariusz Girt
		Mariusz Girt, President, Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

Date: December 18, 2013	By:	/s/ Mariusz Girt
		Mariusz Girt, President, Principal Executive Officer, and Sole Director

Date: December 18, 2013	By:	/s/ Pawel Girt
		Pawel Girt, Chief Financial Officer, Principal Accounting Officer

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