UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended ~~December~~September 3130, ~~2013~~2014

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)

(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~~201) ~~251~~425-~~5912~~4725

(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES x NO o¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-Y (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO o¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o¨ Accelerated filer o¨ Non-accelerated filer o¨ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YES o¨ NO x

As of ~~February~~November 1012, 2014, there are 65,~~012~~112,813 shares of common stock outstanding.

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

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

The unaudited interim financial statements included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). The financial statements and notes are presented as permitted on Form 10-Q and do not contain information included in the Company’s annual statements and notes. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. It is suggested that these financial statements be read in conjunction with the June 30, 2013 audited financial statements and the accompanying notes thereto. While management believes the procedures followed in preparing these financial statements are reasonable, the accuracy of the amounts are in some respects dependent upon the facts that will exist, and procedures that will be accomplished by the Company later in the year. These unaudited financial statements reflect all adjustments, including normal recurring adjustments, which, in the opinion of management, are necessary to present fairly the operations and cash flows for the periods presented.

Delaine Corporation

Index to the Financial Statements (Unaudited)

~~December~~September 3130, ~~2013~~2014 (Unaudited)

June 30, ~~2013~~2014

Balance Sheets as of December 31, 2013 (Unaudited) and June 30, 2013		4
Balance Sheets as of September 30, 2014 (Unaudited) and June 30, 2014	4
Statements of Operations (Unaudited) for the six month periods ended
Statements of Operations (Unaudited) for the three month periods ended September 30, 2014 and 2013	5
December 31, 2013 and 2012, and for the three month periods ended
Statements of Cash Flows (Unaudited) for the three month periods ended September 30, 2014 and 2013	6
December 31, 2013 and 2012		5
Notes to the Financial Statements (Unaudited)	7
Statements of Cash Flows (Unaudited) for the six month periods ended
December 31, 2013 and 2012		6
Notes to the Financial Statements (Unaudited)		7-10

Delaine Corporation

Balance Sheets (Unaudited)

	December 31, 2013			June 30, 2013
	September 30,2014			June 30,2014
ASSETS
Current assets:
Cash	$	3128,~~771~~603		$	41123,~~334~~331
Restricted cash (see Note 3)		~~112~~73,~~735~~563			-73,563
Accounts receivable		1816,~~600~~619			128,~~880~~350
Prepaid expenses		-			5,833
Total current assets		218,785			225,244
Total current assets		135,106			49,047
Property, plant and equipment, net		3,757			3,467
Property, plant and equipment, net		1,279			1,361
Intangible assets		353,194			353,194
Total assets	$	~~489~~575,~~579~~736		$	~~403~~581,~~602~~905
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable	$	21104,~~395~~031		$	1339,~~133~~882
Accounts payable - related party		1615,~~797~~347			-31,946
Total current liabilities		38119,~~192~~378			1371,~~133~~828
Stockholders' Equity
Preferred stock, par value $0.001, 10,000,000 shares authorized, 400,000 shares issued and outstanding as of December 31, 2013 and June 30, 2013, respectively		400			400
Preferred stock, par value $0.001, 10,000,000 shares authorized, 400,000 shares issued and outstanding as of September 30, 2013 and June 30, 2013, respectively		400			400
Common stock, par value $0.001, 100,000,000 shares authorized, 65,012,813 issued and outstanding as of December 31, 2013 and June 30, 2013, respectively		65,013			65,013
Common stock, par value $0.001, 100,000,000 shares authorized, 65,112,813 issued and outstanding as of September 30, 2014 and June 30, 2014, respectively		65,113			65,113
Additional paid-in capital		~~734~~759,~~651~~551			~~734~~759,~~626~~551
Retained deficit		(~~348~~368,~~677~~706	)		(~~409~~314,~~570~~987	)
Total stockholder's equity		~~451~~456,~~387~~358			~~390~~510,~~469~~077
Total liabilities and stockholder's equity	$	~~489~~575,~~579~~736		$	~~403~~581,~~602~~905

See accompanying notes to the financial statements (unaudited).

Delaine Corporation

Statements of Operations (Unaudited)

	For the Six Month Period Ended December 31, 2013			For the Six Month Period Ended December 31, 2012			For the Three Month Period Ended December 31, 2013			For the Three Month Period Ended December 31, 2012
	For the Three Months Ended September 30, 2014			For the Three Months Ended September 30, 2013
Net sales	$	766,684		$	-		$	429,684		$	-
Net Revenue (gross total transactions of $517,909 and $337,000)	$	124,069		$	125,570
Cost of sales, including delivery expenses		468,926			-			257,496			-
Operating expenses:
Gross profit	$	297,758		$	-		$	172,188		$	-
Advertising		35,784			15,550
Operating expenses:
General and administrative		15,866			13,944
Selling, general and administrative		116,838			18,462			58,130			47,205
Selling		48,639			29,011
Executive compensation		85,333			49,522			63,900			24,800
Professional fees		9,673			13,968
Professional fees		34,615			66,668			10,681			-
Executive compensation		67,700			31,600
Depreciation expense		81126			~~163~~82			-			81
Total operating expenses		~~236~~177,~~867~~788			~~134~~104,~~815~~155			~~132,711~~			~~72,086~~
Operating income (loss) before income taxes		60(53,~~891~~719	)		~~(134~~21,~~815~~415	)		~~39,477~~			~~(72,086~~	)
Other income		2-			332			-			5
Income tax (expense) benefit		-			-			-			-
Net income (loss)	$	60(53,~~893~~719	)	$	~~(134~~21,~~782~~417	)	$	~~39,477~~		$	~~(72,081~~	)
Basic and diluted income (loss) per common share	$	(0.00	)	$	(0.00	)	$	~~(0.00~~	)	$	~~(0.00~~	)
Weighted average shares outstanding		65,~~012~~112,813			4565,~~980~~012,~~000~~813			~~65,012,813~~			~~45,980,000~~

See accompanying notes to the financial statements (unaudited).

Delaine Corporation

Statements of Cash Flows (Unaudited)

	For the Six Month Period Ended December 31, 2013			For the Six Month Period Ended December 31, 2012
	For the Quarter Ended September 30, 2014			For the Quarter Ended September 30, 2013
Cash flows from operating activities:
Net loss	$	60,893		$	(134,782	)
Net income (loss)	$	(53,719	)	$	21,417
Depreciation expense		81126			~~163~~82
Adjustments to reconcile net loss to net cash used in operating activities:
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Restricted cash		~~(112,735~~-	)		-(72,209	)
Accounts receivable		~~(16~~11,~~720~~731	)		-(4,975	)
Prepaid expenses		~~5,833~~-			~~(55~~5,833	)
Accounts payable		864,~~262~~149			61,~~002~~894
Accounts payable - related party		(16,~~797~~599	)		-15,800
Net cash used in operating activities		(37,589	)		(184,450	)
Net cash provided by (used in) operating activities		5,688			(32,158	)
Cash flows from investing activities:		-			~~(1,686~~	)
Net cash used in investing activities		-			(1,686	)
Purchase of equipment		(416	)		-
Net cash used in investing activities		(416	)		-
Cash flows from financing activities:
Contributed capital		26-			~~5,000~~25
Issuance of common stock for cash		-			-
Net cash provided by financing activities		-			25
Net cash provided by financing activities		26			5,000
Net increase (decrease) in cash		5,272			(32,133	)
Net increase in cash		(37,563	)		(181,136	)
Cash at beginning of period		123,331			41,334
Cash at beginning of period		41,334			186,602
Cash at end of period	$	128,603		$	9,201
Cash at end of period	$	3,771		$	5,466
Supplemental Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

See accompanying notes to the financial statements (unaudited).

Delaine Corporation

Notes to the Financial Statements (Unaudited)

1)	BASIS FOR FINANCIAL STATEMENTS

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

Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company's June 30, ~~2013~~2014 audited financial statements as reported in Form 10-K. The results of operations for the period ended ~~December~~September 3130, ~~2013~~2014 are not necessarily indicative of the operating results for the full year ended June 30, ~~2014~~2015.

2)REVENUE ~~DEVELOPMENT STAGE COMPANY~~RECOGNITION

~~Historically,~~The ~~the~~ Company ~~has~~recognizes ~~been~~revenue ~~considered~~under aASC ~~‘Development~~605 ~~Stage~~“Revenue ~~Company’~~Recognition.” asUnder ~~defined in~~ ASC ~~915~~605-45, ~~“Development~~the ~~Stage~~Company ~~Entities.” As~~determined athat ~~result~~revenues ofshould ~~operating~~be ~~activities~~recognized ~~during~~on the ~~six~~net ~~month~~revenue ~~period~~reporting ~~ended December 31~~method, ~~2013,~~where the Company ~~has~~only ~~implemented~~reports ~~its~~the ~~planned,~~net ~~principal~~revenues ~~activities,~~from ~~generated~~the ~~significant~~drop shipped transactions. Revenue is recognized when revenues ~~and,~~have asbeen ~~such,~~collected isand nothe ~~longer~~product ~~considered~~has abeen ~~‘Development~~shipped ~~Stage~~FOB ~~Company~~shipper.’ Gross and net revenue is as follows:

3) RESTRICTED CASH

	9/30/2014		9/30/2013
Gross total transactions	$	517,909	$	337,000
Gross cost of total transactions		393,840		211,430
Net revenue	$	124,069	$	125,570

~~The~~2) ~~Company~~RESTRICTED uses merchant accounts to facilitate sales realized through the Company’s proprietary online sales platform. In accordance with certain merchant account agreements 15% of cash receipts up to a certain maximum amount are withheld for a period of 6 to 12 months to ensure the Company’s creditworthiness. After such period these withholdings are to be deposited in the Company’s bank accounts and become usable. Accordingly, as of December 31, 2013, the Company has classified these merchant account reserve balances as restricted cash, totaling $112,735.CASH

7The Company uses merchant accounts to facilitate sales realized through the Company’s proprietary online sales platform. In accordance with certain merchant account agreements 15% of cash receipts are withheld for a period of up to 12 months to ensure the Company’s creditworthiness. After such period these withholdings are to be deposited in the Company’s bank accounts and become usable. Accordingly, as of September 30, 2014, the Company has classified these reserve balances in merchant accounts as restricted cash, totaling $73,563.

~~Delaine~~3) ~~Corporation~~RELATED PARTY TRANSACTIONS

~~Notes~~In August, 2013, the Company entered into an agreement with its President, wherein the Company agreed to pay a monthly salary of $15,800 in exchange for services to be rendered. Furthermore, the ~~Financial~~Company ~~Statements~~entered into an agreement with its Chief Technology Officer (~~Unaudited~~“CTO”) pursuant to which terms the Company agreed to pay a monthly salary of $6,500. These compensation amounts have been recorded in executive compensation for the period ended September 30, 2014, totaling $47,400 for the President and $20,300 for the CTO. Of this amount, $15,347 has yet to be paid and is recorded in accounts payable – related party as of September 30, 2014, ( $31,946 at June 30, 2014).

4) ~~RELATED~~PROVISION ~~PARTY~~FOR ~~TRANSACTIONS~~INCOME TAXES

InThe ~~August,~~Financial ~~2013,~~Accounting ~~the~~Standards ~~Company~~Board ~~entered~~(FASB) ~~into~~has anissued ~~agreement~~FASB ~~with~~ASC ~~its~~740-10 ~~President~~(Prior authoritative literature: Financial Interpretation No. 48, ~~wherein~~"Accounting ~~the~~for ~~Company~~Uncertainty ~~agreed~~in toIncome ~~pay~~Taxes a- ~~monthly~~An ~~salary~~Interpretation of ~~$15,800~~FASB inStatement ~~exchange~~No. ~~for~~109 ~~services~~(FIN to48)). beFASB ~~rendered. Furthermore,~~ASC 740-10 clarifies the ~~Company~~accounting ~~entered~~for ~~into~~uncertainty in income taxes recognized in an ~~agreement~~enterprise's financial statements in accordance with ~~its~~prior ~~Chief~~literature ~~Technology~~FASB ~~Officer~~Statement ~~pursuant~~No. to109, ~~which~~Accounting ~~terms~~for ~~the~~Income ~~Company~~Taxes. ~~agreed~~This standard requires a company to ~~pay~~determine whether it is more likely than not that a ~~monthly~~tax ~~salary~~position ofwill ~~$6,500. These~~be ~~compensation~~sustained ~~amounts,~~will inbe ~~addition~~sustained toupon ~~$5,833~~examination inbased ~~remaining~~upon ~~amortization~~the technical merits of the ~~President’s~~position. ~~prepaid~~If ~~salary~~the ~~through~~more-likely-than- ~~August,~~not ~~2013~~threshold is met, ~~have~~a ~~been~~company ~~recorded~~must inmeasure ~~executive~~the ~~compensation~~tax ~~for~~position ~~the~~to ~~six~~determine ~~month~~the ~~period~~amount ~~ended~~to ~~December~~recognize ~~31,~~in ~~2013~~the ~~totaling~~financial ~~$85,333~~statements. Of As a result of the implementation of this ~~amount~~standard, ~~$16,797~~the ~~has~~Company ~~yet~~performed toa bereview ~~paid~~of ~~and~~its ismaterial ~~recorded~~tax positions in ~~accounts~~accordance ~~payable~~with –recognition ~~related~~and ~~party~~measurement asstandards ofestablished ~~December~~by ~~31,~~FASB ~~2013~~ASC 740-10.

~~5) PROVISION FOR INCOME TAXES~~7

~~The~~Delaine 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. Corporation

~~Deferred~~Notes ~~taxes~~to 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~~Financial ~~between~~Statements 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.(Unaudited)

84) PROVISION FOR INCOME TAXES (CONTINUED)

~~Delaine~~Deferred ~~Corporation~~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.

~~Notes~~The income tax provision differs from the amount of income tax determined by applying the U.S. federal and state income tax rates of 43% to pretax income from continuing operations for the ~~Financial~~quarters ~~Statements~~ended ~~(Unaudited)~~September 30, 2014 and 2013 due to the following:

5) PROVISION FOR INCOME TAXES (CONTINUED)

	For the Quarter Ended September 30, 2014			For the Quarter Ended September 30, 2013
Deferred tax asset:
Net operating loss carryforward	$	103,430		$	133,130
Valuation allowance		(103,430	)		(133,130	)
Total	$	-		$	-

The ~~income~~components ~~tax provision differs from the amount~~ of income tax ~~determined~~expense byare ~~applying~~as ~~the U.S. federal and state income tax rates of 43% to pretax income from continuing operations for the six month periods ended December 31, 2013 and 2012 due to the following~~follows:

	For the Six Month Period Ended December 31, 2013			For the Six Month Period Ended December 31, 2012
	For the Quarter Ended September 30, 2014			For the Quarter Ended September 30, 2013
Deferred tax asset:
Current Federal Tax	$	(18,264	)	$	7,281
Net operating loss carryforward	$	116,155		$	91,733
Current State Tax		(4,835	)		1,927
Valuation allowance		(116,155	)		(91,733	)
Use of NOL and Rate Difference		-			(9,208	)
Change in NOL benefit		-			30,698
Change in valuation allowance		23,099			(30,698	)
Total	$	-		$	-

The ~~components~~potential of income tax ~~expense~~benefit ~~are~~of asthese ~~follows:~~losses has been offset by a full valuation allowance.

	For the Six Month Period Ended December 31, 2013			For the Six Month Period Ended December 31, 2012
Current Federal Tax (Benefit)	$	20,704		$	(45,826	)
Current State Tax		5,480			(12,130	)
Use of NOL and Rate Difference		(26,184	)		-
Change in NOL benefit		47,673			57,956
Change in valuation allowance		(47,673	)		-
Total	$	-		$	-

As of September 30, 2014, the Company has an unused net operating loss carry-forward balance of $240,536 that is available to offset future taxable income. This unused net operating loss carry-forward balance begins to expire in 2033. The Company also has operating losses of approximately $78,550 which expire beginning in 2030. However, due to a change in control and line of business, the losses are suspended. These losses have not been considered in the deferred tax asset calculation as of September 30, 2014.

~~The potential income tax benefit of these losses has been offset by a full valuation allowance.~~8

AsDelaine of December 31, 2013, the Company has an unused net operating loss carry-forward balance of $270,127 that is available to offset future taxable income. This unused net operating loss carry-forward balance begins to expire in 2033. The Company also has operating losses of approximately $78,550 which expire beginning in 2030. However, due to a change in control and line of business, the losses are suspended. These losses have not been considered in the deferred tax asset calculation as of December 31, 2013.Corporation

9Notes to the Financial Statements (Unaudited)

~~Delaine~~4) ~~Corporation~~PROVISION FOR INCOME TAXES (CONTINUED)

~~Notes~~A toreconciliation of the ~~Financial~~beginning ~~Statements~~and ~~(Unaudited)~~ending amount of unrecognized tax benefits is as follows:

5) PROVISION FOR INCOME TAXES (CONTINUED)

	For the Quarter Ended September 30, 2014		For the Quarter Ended September 30, 2013
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	$	-	$	-

AAt ~~reconciliation~~September of30, 2014, the ~~beginning~~Company ~~and~~had ~~ending~~no ~~amount of~~ unrecognized tax benefits isthat, asif ~~follows:~~recognized, would affect the effective tax rate.

	For the Six Month Period Ended December 31, 2013		For the Six Month Period Ended December 31, 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	$	-	$	-

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.

AtAs ~~December~~of 31September 30, 2014 and 2013, the Company had no ~~unrecognized~~accrued ~~tax~~interest ~~benefits~~or ~~that,~~penalties ifrelated ~~recognized,~~to ~~would~~uncertain ~~affect the effective~~ tax ~~rate~~positions.

The ~~Company did not have any~~ tax ~~positions~~years ~~for~~that ~~which~~remain itsubject isto ~~reasonably~~examination ~~possible~~by ~~that~~major ~~the~~taxing ~~total~~jurisdictions ~~amount~~are ofthose ~~unrecognized~~since ~~tax~~June ~~benefits~~23, ~~will~~2010 ~~significantly~~(Inception) ~~increase~~through orthe ~~decrease~~year ~~within~~ended ~~the~~June ~~next~~30, ~~12 months~~2014.

As5) ofGOING ~~December~~CONCERN ~~31,~~AND ~~2013~~LIQUIDITY ~~and 2012, the Company had no accrued interest or penalties related to uncertain tax positions.~~CONSIDERATIONS

The ~~tax~~accompanying ~~years~~financial statements have been prepared assuming that ~~remain~~the ~~subject~~Company towill ~~examination~~continue byas ~~major~~a ~~taxing~~going ~~jurisdictions~~concern, ~~are~~which ~~those~~contemplates, ~~since~~among ~~June~~other 23things, ~~2010~~the ~~(Inception)~~realization ~~through~~of assets and satisfaction of liabilities in the ~~year~~normal ~~ended~~course of business. As of September 30, 2014 and June 30, ~~2013~~2014, the Company has a retained deficit of $368,706 and $314,987, 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.

6) ~~GOING~~ADVERTISING ~~CONCERN AND LIQUIDITY CONSIDERATIONS~~COSTS

The ~~accompanying financial statements have been prepared assuming that the~~ Company ~~will~~expenses ~~continue~~advertising costs as aincurred. ~~going~~Advertising ~~concern,~~expenses ~~which~~were ~~contemplates~~$35,784 ~~among~~and ~~other things~~$15,550 ~~the~~for ~~realization of assets and satisfaction of liabilities in~~ the ~~normal~~three ~~course~~months ofended ~~business. As~~September ~~of December 31~~30, ~~2013~~2014 and ~~June 30,~~ 2013, ~~the Company has a retained deficit of $348,677 and $409,570,~~ 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.

7)	SUBSEQUENT EVENTS

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

109

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion is an overview of the important factors that management focuses on in evaluating our business; financial condition and operating performance should be read in conjunction with the financial statements included in this Quarterly Report on Form 10-Q. This discussion contains forward-looking statements that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements as a result of any number of factors, including those set forth in the Company’s reports filed with the SEC on Form 10-K, 10-Q and 8-K as well as in this Quarterly Report on Form 10-Q. Given the uncertainties that surround such statements, you are cautioned not to place undue reliance on such forward-looking statements.

~~Overview~~Our Company

Delaine Corporation (the “Company”) was incorporated on ~~June~~September 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~~September 30. Pursuant to the Reorganization Agreement entered into in ~~June~~September 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 September 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 were no longer in the Development Stage.

~~Delaine~~As ~~Corporation is~~ an online retailer, ofwe ~~used~~believe ~~auto~~we ~~parts~~have ~~under~~a ~~the~~significant ~~brand~~competitive ~~name~~advantage ~~Car~~over ~~Monkeys.~~traditional ~~The~~retailers ~~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~~we 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~~have ~~for~~to ~~this~~invest ~~interchangeability,~~in and asmaintain asubstantial ~~result, severely limit the customer’s range of choices~~inventory. ~~Working~~Through ~~from~~our ~~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 prospectssoftware, ~~and~~we ~~display~~match ~~those that simultaneously represent the best value to~~ our customers,’ ademand ~~reasonable~~with ~~profit~~our ~~margin,~~suppliers’ ~~and,~~products ~~most importantly, a predictive quality metric that allows us to offer a 5-year unlimited-mileage warranty on used parts purchased from us. The technology also includes a fulfillment module,~~ and acreate ~~fulfillment follow-up module, allowing real time searching of over 157 million auto parts from~~ a ~~trusted~~virtual ~~network of suppliers, as well as an automated process to identify~~ ‘Just-in-~~transit~~Time’ ~~shipments,~~inventory ~~and shipment problems~~system.

~~Liquidity~~Results ~~and~~of ~~Capital Resources~~Operations

~~The~~We ~~accompanying~~realized ~~financial~~$124,069 ~~statements~~in ~~have~~net ~~been~~revenue ~~prepared~~during ~~assuming that~~ the ~~Company~~three ~~will~~months ~~continue~~ended asSeptember ~~a going concern~~30, ~~which~~2014 ~~contemplates,~~from ~~among~~gross ~~other~~transactions ~~things, the realization~~ of ~~assets~~$517,909. ~~and~~Our ~~satisfaction~~gross oftransactions ~~liabilities~~cost, inconsisting ~~the normal course~~ of ~~business.~~supplier Aspayments ~~of December 31, 2013~~ and ~~June~~shipping ~~30,~~cost ~~2013,~~was ~~the Company had cash of~~ $3393,~~771 and $41,334, respectively~~840. ~~The~~We ~~Company~~realized ~~also had restricted cash of~~ $~~112~~125,~~735~~570 asin ofnet ~~December~~revenue ~~31,~~during ~~2013 which pursuant to~~ the ~~Company’s~~three ~~credit card merchant accounts required that 15% of cash receipts are withheld for a period of up to 12~~ months toended ~~ensure~~September ~~the~~30, ~~Company’s~~2013 ~~creditworthiness.~~from ~~After~~gross ~~such~~transactions ~~period these withholdings are to be deposited in the Company’s bank accounts and become usable.Our principal asset is the intangible asset~~ of ~~the proprietary technology acquired in June 2012~~$337,000.

Our ~~current~~net ~~liabilities~~revenue atof ~~December 31~~$124,069 ~~2013~~compares ~~are~~to $38125,~~192~~570 ~~consisting~~in ofnet ~~accounts~~revenue ~~payable~~for tothe ~~unrelated~~three ~~parties~~months ended September 30, 2013. The Company had a net operating loss of $2153,~~395~~719 ~~and~~for ~~accounts~~the ~~payable~~three months ended September 30, 2014 compared to ~~related~~net ~~parties~~operating income of $1621,~~797~~415 ~~representing~~for ~~accrued~~the ~~compensation~~three tomonths ~~our~~ended ~~chief~~September ~~executive~~30, ~~officer~~2013. AsThe ofnet ~~December~~operating 31loss was due to increases in our operating expenses, ~~2013~~in 2014 such as increased advertising and ~~June~~selling ~~30,~~commission ~~2013,~~expenses wefrom ~~had~~increasing aour ~~retained~~gross ~~deficit~~transactions ofsubstantially ~~$348~~from the prior year. In addition,~~677~~ ~~and~~our ~~$409~~executives are now being compensated at a fixed monthly amount,~~570~~ ~~respectively~~which was not the case in the prior year.

11To date, our transactions are entirely from sales of rebuilt engines, transmissions and rear axle assemblies. We intend to use our net income to increase our search engine key word advertising to include smaller rebuilt parts such as starters and alternators.

InWe ~~order~~expect tothe ~~carry~~trend onof ~~our~~increasing ~~business,~~transactions ~~we must obtain additional capital. The Company intends~~ to ~~fund~~continue ~~continuing~~as ~~operations~~we ~~through~~build ~~equity~~our ~~financing~~CarMonkeys.com ~~Therefore,~~brand ~~available capital may be insufficient to fund capital expenditures, required working capital,~~ and ~~other~~increase ~~cash~~search ~~requirements~~engine ~~for~~key ~~the~~word ~~next twelve months~~advertising. ~~The~~At ~~successful~~present ~~execution~~we ofare ~~our business~~only ~~plan~~purchasing ~~requires~~key ~~significant~~word ~~cash~~advertising ~~resources.~~for ~~Because~~rebuilt ~~of our limited operating history~~engines, ~~equity~~transmissions ~~or debt financing arrangements may not be available in amounts~~ and onrear ~~terms~~axle ~~acceptable to us, if at all~~assemblies. ~~Additionally,~~We ~~because~~are wealso ~~intend~~seeking to ~~rely~~find ~~upon the sale of~~ additional ~~equity~~suppliers ~~securities,~~for 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~~and ~~could~~other ~~result in further dilution to our stockholders~~parts. ~~Since we initiated our business operations in June 2012, we have been funded by the private sale of equity.~~

During the fiscal quarter ended March 31, 2013, the Company issued 18,500,000 shares for services. The value of the services received for the shares is based on the stated value of services stated in a consulting contract entered into during the fiscal quarter. The shares issued 5,000,000 shares valued at $25,000 issued as a signing bonus to Pavel Girt, the Company’s newly appointed chief financial officer appointed in March 2013 and 500,000 shares valued at $2,500 were issued as a signing bonus to the Company’s newly engaged chief technology officer. 10,000,000 shares were issued to a business development, personnel and finance consultant whose contract states a $50,000 value for the services, equaling $0.005 per share value. 3,000,000 shares were issued to another business consultant similarly valued at $15,000.

~~The~~Quarter ~~services~~Ended ~~received~~September ~~for shares during the fiscal quarter are valued at $92~~30,~~500.~~ ~~The~~2014 ~~value~~Compared ofto ~~the~~Quarter ~~shares~~Ended ~~issued~~September ~~is $3~~30,~~061,750~~ ~~or $0~~2013.1655 per share being the weighted average price per share in the below described contemporary cash sales of common shares. 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.

InOperating ~~January 2013, the Company issued 25,000 shares for $10,000 or $0.40 per share. In April 2013, the Company issued 156,250 common shares to two individuals in exchange for $20,000 or $0.128 per share.~~Expenses:

AsExecutive compensation of ~~December~~$67,700 for the three months ended September 30, 2014 increased from $31,600 for the three months ended September 30, 2013. The increase was due to employment agreements entered into late in the September 2013 quarter under which the President receives compensation of $15,800 per month and ~~June~~the Chief Technology Officer receives compensation of $6,500 per month. Sales commission expense was $48,639 for the three months ended September 30, 2014 compared to $29,011 for the three months ended September 30, 2013 and reflects our increase in total transactions. Advertising expense was $35,784 wefor ~~had~~the nothree ~~material~~months ~~commitments~~ended September 30, 2014 compared to $15,550 for ~~capital~~the ~~expenditures~~three months ended September 30, 2013 and reflects our increase in keyword search engine advertising. Professional fees were $9,673 consisting primarily of accounting and legal fees for the three months ended September 30, 2014, while professional fees were $13,968 for the three months ended September 30, 2013.

~~Results~~Liquidity ofand ~~Operation~~Capital Resources

~~During~~The ~~the~~accompanying ~~fourth~~financial ~~quarter~~statements ofhave ~~fiscal~~been ~~year~~prepared ~~ended~~assuming ~~June~~that ~~30,~~the ~~2013~~Company wewill ~~launched~~continue ~~our~~as ~~www.carmonkeys.com~~a ~~web~~going ~~site~~concern, towhich ~~introduce~~contemplates, ~~our~~among ~~product~~other ~~line~~things, to the ~~marketplace.~~realization ~~During~~of ~~the~~assets ~~first~~and ~~quarter~~satisfaction of ~~the~~liabilities ~~current~~in ~~fiscal~~the ~~year~~normal wecourse ~~commenced~~of ~~operating our second website, www~~business.~~lowmilegeparts.com.~~ As of ~~the~~September ~~first~~30, ~~quarter of fiscal~~ 2014 weand ~~are~~June no30, ~~longer~~2014 inrespectively, the ~~Development~~Company ~~Stage.~~had ~~During~~unrestricted ~~the~~cash ~~six~~of ~~months~~$128,603 ~~ended~~and ~~December 31~~$123,331. ~~2013~~The weretained ~~had~~deficit ~~net~~for ~~sales~~these ofrespective periods is $~~766~~368,~~684~~706 ~~resulting~~and in$314,987, ~~gross~~an ~~profit~~increase of ~~$297,758.~~17% ~~Inflation~~due ~~and~~to ~~changing~~the ~~prices~~net ~~have~~loss ~~had~~for nothe ~~impact~~quarter. onOur ~~our~~intangible ~~revenues~~assets orof ~~income~~$353,194 ~~from~~are ~~continuing~~the ~~operations~~intellectual property.

~~During~~The ~~the~~Company ~~three~~uses ~~and~~merchant ~~six~~accounts ~~month~~to ~~periods~~facilitate ~~ended~~sales ~~and~~realized ~~December~~through ~~31,~~the ~~2013,~~Company’s ~~selling,~~proprietary ~~general~~online ~~and~~sales ~~administrative~~platform. ~~expenses~~In ~~consist~~accordance ofwith ~~$58,130~~certain ~~and~~merchant ~~$116,838~~account ~~respectively~~agreements ~~primarily~~15% ~~for~~of ~~website~~cash ~~development~~receipts ~~and~~up ~~commencing~~to ~~operations.~~a ~~For~~certain ~~the~~maximum ~~same~~amount ~~periods~~are ~~there~~withheld ~~were~~for ~~professional~~a ~~fees~~period of ~~$10,681~~6 ~~and~~to ~~$34,615~~12 ~~for~~months to ensure the ~~legal,~~Company’s ~~accounting,~~creditworthiness. ~~transfer~~After ~~agent~~such ~~fees~~period ~~and~~these ~~EDGAR~~withholdings ~~filing~~are ~~fees~~to ~~inherent~~be deposited in ~~public~~the ~~company~~Company’s ~~regulatory~~bank ~~compliance.~~accounts ~~This~~and isbecome ~~compared~~usable. toAccordingly, $0as ~~and~~of ~~$66~~September 30,~~668~~ ~~for~~2014, the ~~three~~Company ~~and~~has ~~six~~classified ~~month~~these ~~periods~~merchant ~~ended~~account ~~December~~reserve ~~31,~~balances ~~2012.~~as Werestricted ~~paid~~cash, ~~executive~~totaling ~~compensation of~~ $6373,~~900~~563 ~~and~~compared to $2473,~~800~~563 ~~during~~for the ~~three~~year ~~month~~ended ~~periods~~June ~~ending December 31~~30, ~~2013 and December 31, 2012 respectively~~2014.

We ~~had~~intend ~~net~~to ~~income~~use ofour ~~$39,477~~net ~~and~~income ~~$60,893 during the three~~ and ~~six~~seek ~~month~~investment ~~periods~~capital ~~ending December 31, 2013 compared~~ to ~~net~~increase ~~losses~~our ofsearch ~~$72,081~~engine ~~and~~key ~~$134,782~~word ~~during the three and six month periods ended December 31, 2012~~advertising.

~~Off~~As ~~Balance~~of ~~Sheet~~September ~~Arrangements~~30, 2014 and June 30, 2014 respectively, current liabilities totaled $119,378 and $71,828. Accounts payable were $104,031 as of September 30, 2014 compared to $39,882 as of June 30, 2014. The increase in accounts payable related to shipping costs due to a higher gross transaction volume during the quarter. In addition there was approximately $22,000 of accounts payable recorded which represents shipping costs incurred in the fourth quarter which were incorrectly invoiced by one of our shippers. The shipper’s invoices have now been corrected and such a delay in recording the accounts payable is not expected to reoccur. As of September 30, 2014 we had accounts payable related party representing compensation due to our president of $15,347 compared to $31,946 for the year ended June 30, 2014, a decrease of 52%, as the company was able to pay the President with cash rather than accruing most of his compensation.

~~None~~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.

12As of September 30, 2014 and September 30, 2013, we had no material commitments for capital expenditures.

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~11

WeOff ~~are~~Balance aSheet ~~smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.~~Arrangements

~~ITEM 4~~None. ~~CONTROLS AND PROCEDURES~~

~~Evaluation~~ITEM of3. ~~Disclosure~~QUANTITATIVE ~~Controls~~AND ~~and~~QUALITATIVE ~~Procedures~~DISCLOSURES ABOUT MARKET RISK.

~~Under~~We ~~the~~are ~~supervision~~a ~~and~~smaller ~~with~~reporting ~~the~~company participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined inby ~~Rules~~Rule ~~13a~~12b-~~15(e)~~2 ~~and~~of ~~15d-15(e) under~~ the ~~Securities and~~ Exchange Act ~~of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer~~ and ~~principal~~are ~~financial~~not ~~officer~~required ~~concluded~~to asprovide of the ~~evaluation date that our disclosure controls and procedures were effective such that the material~~ information required tounder be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this ~~report was being prepared~~item.

~~Additionally,~~ITEM ~~there were no significant changes in our internal controls or in other factors that could significantly affect these controls subsequent to the evaluation date~~4. WeCONTROLS ~~have~~AND ~~not identified any significant deficiencies or material weaknesses in our internal controls, and therefore there were no corrective actions taken.~~PROCEDURES

13Evaluation of Disclosure Controls and Procedures

~~PART~~Under IIthe –supervision ~~OTHER~~and ~~INFORMATION~~with the participation of our management, including our principal executive officer and principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were effective such that information to be included in our Securities and Exchange Commission reports was correctly reported within the time periods specified in SEC rules and forms relating to our company, during the period when this report was being prepared.

~~ITEM~~Changes 1.in ~~LEGAL~~internal ~~PROCEEDINGS~~controls over financial reporting

~~Currently~~There wewas ~~are~~no ~~not~~change ~~involved~~ in ~~any~~our ~~pending~~internal ~~litigation~~control over financial reporting during the quarter ended September 30, 2014 that has materially affected, or ~~legal~~is ~~proceeding~~reasonably likely to materially affect, our internal control over financial reporting.

~~ITEM 1A. RISK FACTORS~~12

WePART ~~are~~II a– ~~smaller~~OTHER ~~reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.~~ INFORMATION

ITEM 21. ~~UNREGISTERED~~LEGAL ~~SALES OF EQUITY SECURITIES AND USE OF PROCEEDS~~PROCEEDINGS

~~None~~Currently we are not involved in any pending litigation or legal proceeding.

ITEM 31A. ~~DEFAULTS~~RISK ~~UPON SENIOR SECURITIES~~FACTORS

~~None~~We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 42. ~~MINE~~UNREGISTERED ~~SAFETY~~SALES ~~DISCLOSURES~~OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 53. ~~OTHER~~DEFAULTS ~~INFORMATION~~UPON SENIOR SECURITIES

None.

14ITEM 4. MINE SAFETY DISCLOSURES

~~ITEM 6~~None. ~~EXHIBITS~~

~~The~~ITEM ~~following~~5. ~~documents~~OTHER ~~are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:~~INFORMATION

Exhibit No.		Description
31.1		Section 302 Certification of Chief Executive Officer
31.2		Section 302 Certification of Chief Financial Officer
32.1		Section 906 Certification of Chief Executive Officer
32.2		Section 906 Certification of Chief Financial Officer

None.

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

**ITEM 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 sections6. EXHIBITS

15The following documents are filed as a part of this report or are incorporated by reference to previous filings, if so indicated:

SIGNATURES

Exhibit No.		Description

31.1		Section 302 Certification of Chief Executive Officer

31.2		Section 302 Certification of Chief Financial Officer

32.1		Section 906 Certification of Chief Executive Officer

32.2		Section 906 Certification of Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

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

	DELAINE CORPORATION
Date: February 11, 2014	By:	/s/ Mariusz Girt
		Mariusz Girt, President

___________

16 ** 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 the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	DELAINE CORPORATION

November 14, 2014	By:	/s/ Mariusz Girt
		Mariusz Girt, President

Filing Compare · Car Monkeys Group