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UNITED STATES
  SECURITIES AND EXCHANGE COMMISSIONWashington, DC 20549

FORM 10-QSB

x QUARTERLY REPORT
  PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the quarterly period ended October 31, 2003

 ̈ TRANSITION REPORT
  PURSUANT TO 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 
  For the transition period ________ to ________

Commission File Number: 000-49995

DELBROOK CORPORATION(Exact name of small business issuer as specified in its charter)

|Nevada                                   | 71-0867623                       
|---------------------------------------- | ---------------------------------
|(State or other jurisdiction of          | (IRS Employer Identification No.)
|incorporation or organization)           |                                  
|                                         |                                  
|810 Peace Portal Drive, Suite 203,       |                                  
|Blaine, WA                               | 98230                            
|(Address of principal executive offices) | (Zip Code)                       

360-332-1752
  (Issuers telephone number, including area code)

None(Former name, former address and former fiscal year, if changed since last
  report)

Check whether the issuer (1) filed all reports required to
  be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
  the preceding 12 months (or for such shorter period that the issuer was required
  to file such reports), and (2) has been subject to such filing requirements
  for the past 90 days:  ̈
  Yes   x No

State the number of shares outstanding of each of the issuers
  classes of common stock, as of the latest practicable date: 9,620,000 shares
  of $0.001 par value Common Stock outstanding as of December 15, 2003.

Transitional Small Business Disclosure Format (Check one):
   ̈ Yes   x
  No

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PART 1 - FINANCIAL INFORMATION

ITEM 1.     FINANCIAL STATEMENTS

The accompanying unaudited financial statements have been
  prepared in accordance with the instructions to Form 10-QSB and Item 310(b)
  of Regulation S-B, and, therefore, do not include all information and footnotes
  necessary for a complete presentation of financial position, results of operations,
  cash flows, and stockholders' equity in conformity with generally accepted accounting
  principles. In the opinion of management, all adjustments considered necessary
  for a fair presentation of the results of operations and financial position
  have been included and all such adjustments are of a normal recurring nature.
  Operating results for the three months ended October 31, 2003 are not necessarily
  indicative of the results that can be expected for the year ending January 31,
  2004.

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DELBROOK CORPORATION(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2003(Unaudited)
  (Stated in U.S. Dollars)



F-1

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DELBROOK CORPORATION(An Exploration Stage Company)

CONSOLIDATED BALANCE SHEET(Unaudited)
  (Stated in U.S. Dollars)

|                                                                  | OCTOBER 31 |         | JANUARY 31 |  
|----------------------------------------------------------------- | ---------- | ------- | ---------- | -
|                                                                  | 2003       |         | 2003       |  
|                                                                  |            |         |            |  
|ASSETS                                                            |            |         |            |  
|                                                                  |            |         |            |  
|Current                                                           |            |         |            |  
|Cash                                                              | $          | 14,194  |            | $
|                                                                  |            |         |            |  
|Mineral Property Interest(Note 4)                                 |            | -       |            |  
|                                                                  | $          | 14,194  |            | $
|                                                                  |            |         |            |  
|LIABILITIES                                                       |            |         |            |  
|                                                                  |            |         |            |  
|Current                                                           |            |         |            |  
|Accounts payable and accrued liabilities                          | $          | 10,646  |            | $
|                                                                  |            |         |            |  
|SHAREHOLDERS EQUITY                                              |            |         |            |  
|                                                                  |            |         |            |  
|Share Capital                                                     |            |         |            |  
|Authorized:                                                       |            |         |            |  
|100,000,000 common shares with a par
      value of $ 0.001 per   |            |         |            |  
|share                                                             |            |         |            |  
|100,000,000 preferred shares with
      a par value of $0.001 per |            |         |            |  
|share                                                             |            |         |            |  
|Issued:                                                           |            |         |            |  
|9,620,000 common shares at October
      31, 2003 and             |            |         |            |  
|January 31, 2003                                                  |            | 9,620   |            |  
|                                                                  |            |         |            |  
|Additional paid-in capital                                        |            | 87,780  |            |  
|                                                                  |            |         |            |  
|Deficit Accumulated During The Exploration Stage                  |            | (93,852 | )          |  
|                                                                  |            | 3,548   |            |  
|                                                                  | $          | 14,194  |            | $

F-2

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DELBROOK CORPORATION(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF LOSS AND DEFICIT(Unaudited)
  (Stated in U.S. Dollars)

|                            |   |                    |  |   |                   |  |            |           | INCEPTION   |  
|--------------------------- | - | ------------------ |  | - | ----------------- |  | ---------- | --------- | ----------- | -
|                            |   |                    |  |   |                   |  |            |           | DECEMBER 21 |  
|                            |   | THREE MONTHS ENDED |  |   | NINE MONTHS ENDED |  | 2001 TO    |          
|                            |   | OCTOBER 31         |  |   | OCTOBER 31        |  | OCTOBER 31 |          
|                            |   | 2003               |  |   | 2002              |  |            | 2003      |             |  
|                            |   |                    |  |   |                   |  |            |           |             |  
|Expenses                    |   |                    |  |   |                   |  |            |           |             |  
|Mineral property            |   |                    |  |   |                   |  |            |           |             |  
|acquisition and             |   |                    |  |   |                   |  |            |           |             |  
|exploration expenditures    | $ | -                  |  | $ | -                 |  | $          | 8,333     |             | $
|Office and sundry           |   | 621                |  |   | 250               |  |            | 1,153     |             |  
|Rent                        |   | 150                |  |   | 150               |  |            | 450       |             |  
|Professional fees           |   | 3,232              |  |   | 6,420             |  |            | 11,150    |             |  
|Transfer agent fees         |   | 40                 |  |   | -                 |  |            | 745       |             |  
|Consulting fees             |   | -                  |  |   | 2,000             |  |            | 2,000     |             |  
|                            |   |                    |  |   |                   |  |            |           |             |  
|Net Loss For The Period     |   | 4,043              |  |   | 8,820             |  |            | 23,831    |             |  
|                            |   |                    |  |   |                   |  |            |           |             |  
|Deficit Accumulated During  |   |                    |  |   |                   |  |            |           |             |  
|The Exploration Stage,      |   |                    |  |   |                   |  |            |           |             |  
|Beginning Of Period         |   | 89,809             |  |   | 58,410            |  |            | 70,021    |             |  
|                            |   |                    |  |   |                   |  |            |           |             |  
|Deficit Accumulated During  |   |                    |  |   |                   |  |            |           |             |  
|The Exploration Stage,      |   |                    |  |   |                   |  |            |           |             |  
|End
      Of Period         | $ | 93,852             |  | $ | 67,230            |  | $          | 93,852    |             | $
|                            |   |                    |  |   |                   |  |            |           |             |  
|Basic And Diluted Loss Per  |   |                    |  |   |                   |  |            |           |             |  
|Share                       | $ | 0.01               |  | $ | 0.01              |  | $          | 0.01      |             | $
|                            |   |                    |  |   |                   |  |            |           |             |  
|Weighted Average Number     |   |                    |  |   |                   |  |            |           |             |  
|Of
      Shares Outstanding |   | 9,620,000          |  |   | 9,620,000         |  |            | 9,620,000 |             |  

F-3

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DELBROOK CORPORATION(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF CASH FLOWS(Unaudited)
  (Stated in U.S. Dollars)

|                                   |   |                    |   |   |                   |   |            |         | INCEPTION   |  
|---------------------------------- | - | ------------------ | - | - | ----------------- | - | ---------- | ------- | ----------- | -
|                                   |   |                    |   |   |                   |   |            |         | DECEMBER 21 |  
|                                   |   | THREE MONTHS ENDED |   |   | NINE MONTHS ENDED |   | 2001 TO    |        
|                                   |   | OCTOBER 31         |   |   | OCTOBER 31        |   | OCTOBER 31 |        
|                                   |   | 2003               |   |   | 2002              |   |            | 2003    |             |  
|                                   |   |                    |   |   |                   |   |            |         |             |  
|Cash Flows From Operating          |   |                    |   |   |                   |   |            |         |             |  
|Activities                         |   |                    |   |   |                   |   |            |         |             |  
|Net loss for the period            | $ | (4,043             | ) | $ | (8,820            | ) | $          | (23,831 | )           | $
|                                   |   |                    |   |   |                   |   |            |         |             |  
|Adjustments To Reconcile Net Loss  |   |                    |   |   |                   |   |            |         |             |  
|To Net Cash Used By Operating      |   |                    |   |   |                   |   |            |         |             |  
|Activities                         |   |                    |   |   |                   |   |            |         |             |  
|Change in accounts payable and     |   |                    |   |   |                   |   |            |         |             |  
|accrued liabilities                |   | 2,984              |   |   | (1,592            | ) |            | 9,723   |             |  
|                                   |   | (1,059             | ) |   | (10,412           | ) |            | (14,108 | )           |  
|                                   |   |                    |   |   |                   |   |            |         |             |  
|Cash Flows From Financing Activity |   |                    |   |   |                   |   |            |         |             |  
|Issue of share capital             |   | -                  |   |   | -                 |   |            | -       |             |  
|                                   |   |                    |   |   |                   |   |            |         |             |  
|Increase (Decrease) In Cash        |   | (1,059             | ) |   | (10,412           | ) |            | (14,108 | )           |  
|                                   |   |                    |   |   |                   |   |            |         |             |  
|Cash, Beginning Of Period          |   | 15,253             |   |   | 43,181            |   |            | 28,302  |             |  
|                                   |   |                    |   |   |                   |   |            |         |             |  
|Cash, End
      Of Period          | $ | 14,194             |   | $ | 32,769            |   | $          | 14,194  |             | $

F-4

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DELBROOK CORPORATION(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

OCTOBER 31, 2003(Unaudited)
  (Stated in U.S. Dollars)

|                                  |                    |  |             |       |            |   | DEFICIT     |  |       |        
|--------------------------------- | ------------------ |  | ----------- | ----- | ---------- | - | ----------- |  | ----- | -------
|                                  | COMMON
      STOCK |  | ACCUMULATED |       |            |  
|                                  | NUMBER OF          |  |             |       | ADDITIONAL |   | DURING THE  |  |       |        
|                                  | COMMON             |  | PAR         |       | PAID IN    |   | EXPLORATION |  |       |        
|                                  | SHARES             |  | VALUE       |       | CAPITAL    |   | STAGE       |  | TOTAL |        
|                                  |                    |  |             |       |            |   |             |  |       |        
|Shares issued for cash at $ 0.001 | 5,000,000          |  | $           | 5,000 |            | $ | -           |  | $     | -      
|                                  |                    |  |             |       |            |   |             |  |       |        
|Shares issued for cash at $ 0.02  | 4,620,000          |  |             | 4,620 |            |   | 87,780      |  |       | -      
|                                  |                    |  |             |       |            |   |             |  |       |        
|Net loss for the period           | -                  |  |             | -     |            |   | -           |  |       | (11,327
|                                  |                    |  |             |       |            |   |             |  |       |        
|Balance, January 31, 2002         | 9,620,000          |  |             | 9,620 |            |   | 87,780      |  |       | (11,327
|                                  |                    |  |             |       |            |   |             |  |       |        
|Net loss for the year             | -                  |  |             | -     |            |   | -           |  |       | (58,694
|                                  |                    |  |             |       |            |   |             |  |       |        
|Balance, January 31, 2003         | 9,620,000          |  |             | 9,620 |            |   | 87,780      |  |       | (70,021
|                                  |                    |  |             |       |            |   |             |  |       |        
|Net loss for the period           | -                  |  |             | -     |            |   | -           |  |       | (23,831
|                                  |                    |  |             |       |            |   |             |  |       |        
|Balance, October 31, 2003         | 9,620,000          |  | $           | 9,620 |            | $ | 87,780      |  | $     | (93,852

F-5

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DELBROOK CORPORATION(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2003(Unaudited)
  (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION
      The unaudited consolidated financial statements as of
        October 31, 2003 included herein have been prepared without audit pursuant
        to the rules and regulations of the Securities and Exchange Commission.
        Certain information and footnote disclosures normally included in financial
        statements prepared in accordance with United States generally accepted
        accounting principles have been condensed or omitted pursuant to such
        rules and regulations. In the opinion of management, all adjustments (consisting
        of normal recurring accruals) considered necessary for a fair presentation
        have been included. It is suggested that these consolidated financial
        statements be read in conjunction with the January 31, 2003 audited consolidated
        financial statements and notes thereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | OPERATIONS
      Organization
      The Company was incorporated in the State of Nevada,
        U.S.A., on December 21, 2001.
      Exploration Stage Activities
      The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        It is primarily engaged in the acquisition and exploration of mining properties.
        Upon location of a commercial minable reserve, the Company expects to
        actively prepare the site for its extraction and enter a development stage.
      Going Concern
      The accompanying consolidated financial statements have
        been prepared assuming the Company will continue as a going concern.
      As shown in the accompanying consolidated financial
        statements, the Company has incurred a net loss of $93,852 for the period
        from December 21, 2001 (inception) to October 31, 2003, and has no sales.
        The future of the Company is dependent upon its ability to obtain financing
        and upon future profitable operations from the development of its mineral
        properties. Management has plans to seek additional capital through a
        private placement and public offering of its common stock. The consolidated
        financial statements do not include any adjustments relating to the recoverability
        and classification of recorded assets, or the amounts of and classification
        of liabilities that might be necessary in the event the Company cannot
        continue in existence.

F-6

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DELBROOK CORPORATION(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2003(Unaudited)
  (Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES
      The consolidated financial statements of the Company
        have been prepared in accordance with generally accepted accounting principles
        in the United States of America. Because a precise determination of many
        assets and liabilities is dependent upon future events, the preparation
        of consolidated financial statements for a period necessarily involves
        the use of estimates which have been made using careful judgement.
      The consolidated financial statements have, in managements
        opinion, been properly prepared within reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              

F-7

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DELBROOK CORPORATION(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

OCTOBER 31, 2003(Unaudited)
  (Stated in U.S. Dollars)

|3. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|4. | MINERAL PROPERTY INTEREST
      By an agreement dated December 28, 2001, as amended,
        the Company acquired a 75% interest in the Cinema Claims located in British
        Columbia, Canada, in consideration of $2,300.
      Concurrently with the execution of this agreement, the
        Company entered into a joint venture agreement with the vendor of the
        property. The joint venture agreement requires the Company to expend an
        initial $13,000 on the property by April 15, 2003 with all further expenditures
        split 75% for the Company and 25% for their joint venture partner.
|5. | CONTINGENCY
      Under the terms of the joint venture agreement, either
        partys interest in the joint venture will be reduced proportionately
        for failure to contribute to exploration costs incurred pursuant to the
        agreement.                                                                                                                                                                                                                                                                                                                                                                   

F-8

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ITEM 2.     MANAGEMENT'S DISCUSSION AND ANALYSIS
  OR PLAN OF OPERATION

Forward Looking Statements

The information in this quarterly report contains forward-looking
  statements within the meaning of Section 27A of the Securities Act of 1933,
  as amended, and Section 21E of the Securities Exchange Act of 1934, as amended
  (the Exchange Act). These forward-looking statements involve risks
  and uncertainties, including statements regarding the Company's capital needs,
  business strategy and expectations. Any statements contained herein that are
  not statements of historical facts may be deemed to be forward-looking statements.
  In some cases, you can identify forward-looking statements by terminology such
  as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe",
  "estimate", "predict", "potential" or "continue", the negative of such terms
  or other comparable terminology. Actual events or results may differ materially.
  In evaluating these statements, you should consider various factors, including
  the risks outlined from time to time, in other reports Delbrook Corporation
  (the Company) files with the Securities and Exchange Commission
  (the SEC). These factors may cause the Company's actual results
  to differ materially from any forward-looking statement. The Company disclaims
  any obligation to publicly update these statements, or disclose any difference
  between its actual results and those reflected in these statements. The information
  constitutes forward-looking statements within the meaning of the Private Securities
  Litigation Reform Act of 1995.

As used in this quarterly report, the terms "we", "us", "our",
  and our company mean Delbrook Corporation, unless otherwise indicated.

General

We are in the business of mineral exploration. Through our
  wholly-owned subsidiary, Delbrook Mining Corp. (a British Columbia company),
  we purchased in December, 2001, a majority interest in four mineral claims known
  as the Cinema Group mineral claims. The Cinema Group mineral claims
  are located in the Cariboo Mining Division of the Province of British Columbia.
  We own a 75% undivided interest in the Cinema Group mineral claims. The remaining
  25% interest was reserved by Mr. Mirko, the prior owner of the claims. We also
  entered into a joint venture agreement (the JV Agreement) with Mr.
  Mirko on December 28, 2001 creating a joint operation for the purposes of exploring
  the Cinema Group mineral claims.

Under the terms of the JV Agreement, we are responsible for
  the first CDN $20,000 (the equivalent of approximately $13,000 in US dollars)
  of exploration expenditures on the property. We have to date made all exploration
  expenditures required under the terms of the JV Agreement. As a result, the
  parties will be responsible to pay their proportionate shares of future exploration
  programs.

Plan of Operations

We engaged Mr. John R. Poloni, B.Sc. P.Eng. to provide a geological
  summary report on the Cinema Group claims property and review all available
  exploration data completed on the mineral claims. In his initial summary report,
  Mr. Poloni recommended the completion of two phases of a geological work on
  the Cinema Group mineral claims. The completion of these two phases was to better
  define the target concepts, identify additional targets and determine if additional
  surveys should be made.

We carried out the Phase I work on the property between February
  6, 2002 and February 13, 2002 and received the results from this work on February
  27, 2002. Upon his review of these results, Mr. Poloni issued a recommendation
  that we proceed with Phase two. We completed Phase II of the recommended exploration
  program in July, 2003. Following the completion of Phase II of our exploration
  program, Mr. Poloni, our geologist, recommended that no further exploration
  take place at the present time and that the property be maintained pending future
  changes in metal prices and developments in the area of the claims. Given this
  recommendation, our current plan of operations is to hold our interest in the
  property pending future developments. To date we have not, nor has any predecessor,
  identified any commercially exploitable reserves of these minerals on our mineral
  claims.

Our total expenditures over the next twelve months are anticipated
  to be approximately $13,000. Accordingly, we will require additional financing
  to fund our operations for the next twelve months. We

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anticipate that any additional financing will involve an equity
  financing. However, there is no assurance that we will be able to secure the
  necessary financing. If we decide not to proceed with further explorations of
  the property, we may pursue other business opportunities. We are currently searching
  for suitable opportunities. Any new business or property would likely require
  additional financing.

Results Of Operations For Period Ended October 31, 2003

We did not earn any revenues during the period ended October
  31, 2003. We do not anticipate earning revenues until such time as we have entered
  into commercial production of our mineral properties. We are presently in the
  exploration stage of our business and we can provide no assurance that we will
  discover commercially exploitable levels of mineral resources on our properties,
  or if such resources are discovered, that we will enter into commercial production
  of our mineral properties.

We incurred expenses in the amount of $4,043 in the three
  months ended October 31, 2003 and $23,831 in the nine months ended October 31,
  2003. These expenses during the second quarter ended October 31, 2003 included
  the following: (a) office related fees in the amount of $621 and rent in the
  amount of $150; and (b) professional fees in the amount of $3,232 in connection
  with our corporate organization and ongoing reporting obligations under the
  Exchange Act.

We incurred a loss of $4,043 in the three months ended October
  31, 2003 and $23,831 in the nine months ended October 31, 2003. We incurred
  a loss in the amount of $93,852 for the period from inception of December 21,
  2001 to October 31, 2003. Our losses for three month period ending October 31,
  2003 were attributable to operating expenses, professional fees, and administrative
  expenses.

Liquidity and Capital Resources

We had working capital of $3,548 as of October 31, 2003 compared
  to working capital of $27,379 as of January 31, 2003. We anticipate that we
  will incur approximately $3,000 for operating expenses, including working capital
  and general, legal, accounting and administrative expenses associated with reporting
  requirements under the Securities Exchange Act of 1934 through the end of our
  fiscal year.

We have sufficient cash reserves to satisfy our operating
  expenses, including working capital and general, legal, accounting and administrative
  expenses associated with reporting requirements under the Securities Exchange
  Act of 1934 through the end of the fiscal year.

ITEM 3.     CONTROLS AND PROCEDURES

As required by Rule 13a-15 under the Securities Exchange Act
  of 1934 (the Exchange Act), we carried out an evaluation of the
  effectiveness of the design and operation of our disclosure controls and procedures
  as of October 31, 2003, being the date of our most recently completed fiscal
  quarter. This evaluation was carried out under the supervision and with the
  participation of our Chief Executive Officer and Chief Financial Officer, Mr.
  Peter Schulhof. Based upon that evaluation, our Chief Executive Officer and
  Chief Financial Officer concluded that our disclosure controls and procedures
  are effective in timely alerting management to material information relating
  to us required to be included in our periodic SEC filings. There have been no
  significant changes in our internal controls or in other factors that could
  significantly affect internal controls subsequent to the date we carried out
  our evaluation.

Disclosure controls and procedures are controls and other
  procedures that are designed to ensure that information required to be disclosed
  our reports filed or submitted under the Exchange Act is recorded, processed,
  summarized and reported, within the time periods specified in the Securities
  and Exchange Commission's rules and forms. Disclosure controls and procedures
  include, without limitation, controls and procedures designed to ensure that
  information required to be disclosed in our reports filed under the Exchange
  Act is accumulated and communicated to management, including our Chief Executive
  Officer and Chief Financial Officer, to allow timely decisions regarding required
  disclosure.

During our most recently completed fiscal quarter ended October
  31, 2003, there were no changes in our internal control over financial reporting
  that have materially affected, or are reasonably likely to affect, our internal
  control over financial reporting.

The term internal control over financial reporting
  is defined as a process designed by, or under the

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supervision of, the registrant's principal executive and principal
  financial officers, or persons performing similar functions, and effected by
  the registrant's board of directors, management and other personnel, to provide
  reasonable assurance regarding the reliability of financial reporting and the
  preparation of financial statements for external purposes in accordance with
  generally accepted accounting principles and includes those policies and procedures
  that:

| | (1) | Pertain to the maintenance of records
        that in reasonable detail accurately and fairly reflect the transactions
        and dispositions of the assets of the registrant;                                                                                                                                                                                                 
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (2) | Provide reasonable assurance that transactions
        are recorded as necessary to permit preparation of financial statements
        in accordance with generally accepted accounting principles, and that
        receipts and expenditures of the registrant are being made only in accordance
        with authorizations of management and directors of the registrant; and
| | (3) | Provide reasonable assurance regarding
        prevention or timely detection of unauthorized acquisition, use or disposition
        of the registrant's assets that could have a material effect on the financial
        statements.                                                                                                                                          

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PART II - OTHER INFORMATION

ITEM 1.     LEGAL PROCEEDINGS.

The Company currently is not a party to any material legal
  proceedings and, to the Companys knowledge, no such proceedings are threatened
  or contemplated.

ITEM 2.     CHANGES IN SECURITIES.

None.

ITEM 3.     DEFAULT UPON SENIOR SECURITIES.

None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF
  SECURITY HOLDERS.

No matters were submitted to our security holders for a vote during the fiscal quarter ended October 31, 2003.

ITEM 5.     OTHER INFORMATION.

None.

ITEM 6.     EXHIBITS AND REPORTS ON FORM 8-K.

EXHIBITS

|Exhibit Number |  | Description of Exhibit                                                                                                                                                                           
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|               |  |                                                                                                                                                                                                  
|               |  |                                                                                                                                                                                                  
|31.1           |  | Certification of Chief Executive Officer
        and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (1)
|               |  |                                                                                                                                                                                                  
|32.1           |  | Certification of Chief Executive Officer
        and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (1)

| |     |                                                            
| | --- | -----------------------------------------------------------
| | (1) | Filed as an Exhibit to this Quarterly Report on Form 10-QSB
| |     |                                                            

REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the
  fiscal quarter ended October 31, 2003 and we have not filed any Current Reports
  on Form 8-K since October 31, 2003.

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SIGNATURES

In accordance with the requirements of the Securities and
  Exchange Act of 1934, the Registrant has duly caused this report to be signed
  on its behalf by the undersigned, thereunto duly authorized.

DELBROOK CORPORATION

|Date: | December 15, 2003       
|----- | ------------------------
|      |                         
|By:   | /s/ Peter Schulhof      
|      |                         
|      | PETER SCHULHOF          
|      | CHIEF EXECUTIVE OFFICER,
|      | CHIEF FINANCIAL OFFICER 
|      | AND DIRECTOR            

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