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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION** Washington, D.C. 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 July 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)                       
|Issuers telephone number, including area code: | 360-332-1752                     

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 x
  Yes ̈ 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 July 31,
  2003.

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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 July 31, 2003 are not necessarily
  indicative of the results that can be expected for the year ending January 31,
  2004.

1

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DELBROOK CORPORATION(An Exploration Stage Company)

CONSOLIDATED FINANCIAL STATEMENTS

JULY 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)

|                                                                        |   | JULY 31 |   |   | JANUARY 31 |  
|----------------------------------------------------------------------- | - | ------- | - | - | ---------- | -
|                                                                        |   | 2003    |   |   | 2003       |  
|                                                                        |   |         |   |   |            |  
|ASSETS                                                                  |   |         |   |   |            |  
|                                                                        |   |         |   |   |            |  
|Current                                                                 |   |         |   |   |            |  
|Cash                                                                    | $ | 15,253  |   | $ | 28,302     |  
|                                                                        |   |         |   |   |            |  
|Mineral Property Interest(Note 4)                                       |   | -       |   |   | -          |  
|                                                                        | $ | 15,253  |   | $ | 28,302     |  
|                                                                        |   |         |   |   |            |  
|LIABILITIES                                                             |   |         |   |   |            |  
|                                                                        |   |         |   |   |            |  
|Current                                                                 |   |         |   |   |            |  
|Accounts payable and accrued liabilities                                | $ | 7,662   |   | $ | 923        |  
|                                                                        |   |         |   |   |            |  
|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 July 31, 2003 and January 31, 2003     |   |         |   |   |            |  
|                                                                        |   | 9,620   |   |   | 9,620      |  
|Additional paid-in capital                                              |   | 87,780  |   |   | 87,780     |  
|                                                                        |   |         |   |   |            |  
|Deficit Accumulated During The Exploration Stage                        |   | (89,809 | ) |   | (70,021    | )
|                                                                        |   | 7,591   |   |   | 27,379     |  
|                                                                        | $ | 15,253  |   | $ | 28,302     |  

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 |           | SIX MONTHS ENDED |   |           | 2001 TO |  
|                           | JULY 31            |           | JULY 31          |   |           | JULY 31 |  
|                           |                    | 2003      |                  |   | 2002      |         |   | 2003      |  |   | 2002      |  |   | 2003        | 
|                           |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Expenses                   |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Mineral property           |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|acquisition and            |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|exploration expenditures   | $                  | -         |                  | $ | 4,824     |         | $ | 8,333     |  | $ | 4,824     |  | $ | 15,457      | 
|Office and sundry          |                    | 307       |                  |   | 375       |         |   | 532       |  |   | 958       |  |   | 2,109       | 
|Rent                       |                    | 150       |                  |   | 201       |         |   | 300       |  |   | 538       |  |   | 1,085       | 
|Professional fees          |                    | 6,243     |                  |   | 16,748    |         |   | 7,918     |  |   | 39,328    |  |   | 65,018      | 
|Transfer agent fees        |                    | -         |                  |   | -         |         |   | 705       |  |   | 1,435     |  |   | 2,140       | 
|Consulting fees            |                    | -         |                  |   | -         |         |   | 2,000     |  |   | -         |  |   | 4,000       | 
|                           |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Net Loss For The Period    |                    | 6,700     |                  |   | 22,148    |         |   | 19,788    |  |   | 47,083    |  | $ | 89,809      | 
|                           |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Deficit Accumulated During |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|The Exploration Stage,     |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Beginning Of Period        |                    | 83,109    |                  |   | 36,262    |         |   | 70,021    |  |   | 11,327    |  |   |             | 
|                           |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Deficit Accumulated During |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|The Exploration Stage,     |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|End Of Period              | $                  | 89,809    |                  | $ | 58,410    |         | $ | 89,809    |  | $ | 58,410    |  |   |             | 
|                           |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Basic And Diluted Loss Per |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Share                      | $                  | 0.01      |                  | $ | 0.01      |         | $ | 0.01      |  | $ | 0.01      |  |   |             | 
|                           |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Weighted Average Number    |                    |           |                  |   |           |         |   |           |  |   |           |  |   |             | 
|Of Shares Outstanding      |                    | 9,620,000 |                  |   | 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 |        | SIX MONTHS ENDED |   |         | 2001 TO |  
|                                   | JULY 31            |        | JULY 31          |   |         | JULY 31 |  
|                                   |                    | 2003   |                  |   | 2002    |         |   | 2003    |   |   | 2002    |   |   | 2003        |  
|                                   |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Cash Flows From Operating          |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Activities                         |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Net loss for the period            | $                  | (6,700 | )                | $ | (22,148 | )       | $ | (19,788 | ) | $ | (47,083 | ) | $ | (89,809     | )
|                                   |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Adjustments To Reconcile Net Loss  |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|To Net Cash Used By Operating      |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Activities                         |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Change in accounts payable and     |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|accrued liabilities                |                    | 4,028  |                  |   | 531     |         |   | 6,739   |   |   | (1,886  | ) |   | 7,662       |  
|Change in prepaid expenses         |                    | 429    |                  |   | -       |         |   | -       |   |   | -       |   |   | -           |  
|                                   |                    | (2,243 | )                |   | (21,617 | )       |   | (13,049 | ) |   | (48,969 | ) |   | (82,147     | )
|                                   |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Cash Flows From Financing Activity |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Issue of share capital             |                    | -      |                  |   | -       |         |   | -       |   |   | -       |   |   | 97,400      |  
|                                   |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Increase (Decrease) In Cash        |                    | (2,243 | )                |   | (21,617 | )       |   | (13,049 | ) |   | (48,969 | ) |   | 15,253      |  
|                                   |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Cash, Beginning Of Period          |                    | 17,496 |                  |   | 64,798  |         |   | 28,302  |   |   | 92,150  |   |   | -           |  
|                                   |                    |        |                  |   |         |         |   |         |   |   |         |   |   |             |  
|Cash, End Of Period                | $                  | 15,253 |                  | $ | 43,181  |         | $ | 15,253  |   | $ | 43,181  |   | $ | 15,253      |  

F-4

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DELBROOK CORPORATION(An Exploration Stage Company)

CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY

JULY 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       |  | $ | -          |  | $ | -           |   | $ | 5,000   |  
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Shares issued for cash at $0.02  | 4,620,000    |  |   | 4,620       |  |   | 87,780     |  |   | -           |   |   | 92,400  |  
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the period          | -            |  |   | -           |  |   | -          |  |   | (11,327     | ) |   | (11,327 | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, January 31, 2002        | 9,620,000    |  |   | 9,620       |  |   | 87,780     |  |   | (11,327     | ) |   | 86,073  |  
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the year            | -            |  |   | -           |  |   | -          |  |   | (58,694     | ) |   | (58,694 | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, January 31, 2003        | 9,620,000    |  |   | 9,620       |  |   | 87,780     |  |   | (70,021     | ) |   | 27,379  |  
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Net loss for the period          | -            |  |   | -           |  |   | -          |  |   | (19,788     | ) |   | (19,788 | )
|                                 |              |  |   |             |  |   |            |  |   |             |   |   |         |  
|Balance, July 31, 2003           | 9,620,000    |  | $ | 9,620       |  | $ | 87,780     |  | $ | (89,809     | ) | $ | 7,591   |  

F-5

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DELBROOK CORPORATION(An Exploration Stage Company)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

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

|1. | BASIS OF PRESENTATION
      The unaudited consolidated financial statements as of
        July 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 $89,809 for the period
        from December 21, 2001 (inception) to July 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

JULY 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

JULY 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 discussion 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 below, and, from time to time, in other reports the Company
  files with 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.

Business Overview

We are in the business of mineral exploration. Through our
  wholly-owned subsidiary, Delbrook Mining Corp. (a British Columbia company),
  we purchased a majority interest in the Cinema Group mineral claims, four claims
  located in the Cariboo Mining Division of the Province of British Columbia in
  December 2001. 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 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 Joint Venture Agreement, we will be
  responsible for the first $20,000 in Canadian dollars (the equivalent of approximately
  $13,000 in US dollars) of exploration expenditures on the property. Under the
  terms of the joint venture agreement, this expenditure was to be made on or
  before December 31, 2002. However, the joint venture agreement has been amended
  twice to extend the date of payment. On December 17, 2002, the parties amended
  the joint venture agreement to extend the date for the expenditure to February
  28, 2003. Due to inclement weather, the parties entered into a second amendment
  to extend the date for the expenditure to April 15, 2003. We have now made the
  required exploration expenditures as required by the terms of the joint venture
  agreement. As a result, the parties will be responsible to pay their proportionate
  shares of future exploration programs.

Our exploration program is designed to explore for commercially
  viable deposits of lead, gold, silver, cobalt, copper, and zinc minerals. We
  have not, nor has any predecessor, identified any commercially exploitable reserves
  of these minerals on our mineral claims. The property that is the subject to
  our mineral claims is undeveloped and does not contain any open-pit or underground
  mines. There is no mining plant or equipment located on the property that is
  the subject of the mineral claim. Currently, there is no power supply to the
  mineral claim. We are an exploration stage company and there is no assurance
  that a commercially viable mineral deposit exists on our mineral claims.

Geological Exploration Program

We have engaged Mr. John R. Poloni, B.Sc. P.Eng. who has prepared
  this initial summary report and reviewed all available exploration data completed
  on the Cinema Group 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.

2

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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 have completed the Phase II exploratory work
  described above and received assay results on the claims. At this time Mr. Poloni
  has not prepared a final report summarizing the results obtained from Phase
  II of the exploration program. However, the operator of the property has advised
  us that Mr. Poloni will recommend 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.

Plan of Operations

We have just completed Phase II of the recommended exploration
  program. We believe the geologist, Mr. Poloni, will recommend 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 business plan is to hold our interest
  in the property pending future developments.

Results Of Operations For Period EndedJuly 31, 2003

We did not earn any revenues during the period ended July
  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 $6,700 in the three
  months ended July 31, 2003 and $19,788 in the six months ended July 31, 2003.
  These expenses during the second quarter ended July 31, 2003 included the following:
  (a) office related fees in the amount of $307 and rent in the amount of $150;
  and (b) professional fees in the amount of $6,243.

We incurred a loss of $6,700 in the three months ended July
  31, 2003 and $19,788 in the six months ended July 31, 2003. We incurred a loss
  in the amount of $89,809 for the period from inception of December 21, 2001
  to July 31, 2003. Our loss for this three month period was attributable to operating
  expenses, professional fees, consulting fees and administrative expenses.

Liquidity and Capital Resources

We had cash of $15,253 as of July 31, 2003. We anticipate
  that we will incur $12,000 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.

3

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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 July 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 July
  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 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.                                                                                                                                          

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 and Use of Proceeds.

The Company has had no changes in Securities or Use of Proceeds.

ITEM 3.     Default Upon Senior Securities

None.

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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 July 31, 2003.

ITEM 5.     Other Information

None.

ITEM 6.     Exhibits and Reports on Form 8-K

EXHIBITS REQUIRED BY ITEM 601 OF FORM 8-K

|               |  |                                                                                                                                                                                                  
|-------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|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 (3)
|               |  |                                                                                                                                                                                                  
|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 (3)

---

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

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REPORTS ON FORM 8-K

We did not file any Current Reports on Form 8-K during the fiscal quarter
  ended July 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:September 15, 2003

| | By: | /s/ Peter Schulhof                
| | --- | ----------------------------------
| |     |                                   
| |     | PETER SCHULHOF                    
| |     | CHIEF EXECUTIVE OFFICER,          
| |     | PRESIDENT, CHIEF FINANCIAL OFFICER
| |     | AND DIRECTOR                      

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