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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                   FORM 10KSB

[X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT  OF  1934
        For  the  fiscal  year  ended  January  31,  2003
                                    ------------------

[ ]     TRANSITION  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934
        For  the  transition  period  from  _________  to  ____________

        Commission  File  No.  000-49995
                               ---------

                              DELBROOK CORPORATION
                              --------------------
             (Exact name of Registrant as specified in its charter)

          NEVADA                            71-0867623
----------------                            ----------
(State  or  other  jurisdiction  of         (I.R.S.  Employer
incorporation  or  organization)            Identification  Number)

810  Peace  Portal  Drive,  Suite  203,
Blaine,  Washington                         98230
-------------------                         -----
(Address  of principal executive offices)   (Zip Code)

Registrant's  telephone  number,
 including  area  code:                     (360)  332-1752
                                            ---------------

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

Securities  registered pursuant to Section 12 (g) of the Act: 100,000,000 shares
of  common  stock

Check  whether  the  issuer  (l)  has  filed all reports required to be filed by
Section  13  or 15(d) of the Exchange Act during the past 12 months (or for such
shorter  period  that the registrant was required to file such reports), and (2)
has  been  subject to such filing requirements for the past 90 days.
[ X ] Yes [  ]  No

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is  not  contained  in  this  form,  and  no disclosure will be
contained,  to  the  best  of  registrant's  knowledge,  in  definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or  any  amendment  to  this  Form  10-KSB.  [   ]

Revenues  for  fiscal  year  ended  January  31,  2003  were  $NIL

The  aggregate  market value of the voting stock held by non-affiliates computed
by  reference  to  the  last reported sale price of such stock as of January 31,
2003  is:  $184,800.

The  number of shares of the issuer's Common Stock outstanding as of January 31,
2003  is  9,620,000.

Transitional  Small Business Disclosure Format (check one):  Yes [   ]   No [X ]


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                                     PART I
                                     ------

ITEM  1.     DESCRIPTION  OF  BUSINESS

In  General

We were incorporated on December 21, 2001 under the laws of the state of Nevada.

We  are  an exploration stage company engaged in the acquisition and exploration
of  mineral  properties.  We  own  a 75% interest in four mineral claims that we
refer  to  as  the  Cinema  Group  mineral claims.  Further exploration of these
mineral  claims  is  required before a final determination as to their viability
can  be made.  Although exploratory work on the claims conducted by prior owners
has  indicated some potential showings of mineralization, we are uncertain as to
the  reliability of these prior exploration results and thus we are uncertain as
to  whether  a commercially viable mineral deposit exists on our mineral claims.

Our plan of operations is to carry out exploration work on these claims in order
to  ascertain  whether they possess commercially exploitable quantities of lead,
copper, cobalt, zinc, silver and gold.  We will not be able to determine whether
or not our mineral claims contain a commercially exploitable mineral deposit, or
reserve,  until  appropriate exploratory work is done and an economic evaluation
based  on  that  work  concludes  economic  viability.

Acquisition  of the Cinema Group Mineral Claims and Joint Venture Agreement with
John  M.  Mirko

We purchased a 75% interest in four mineral claims located in the Cariboo Mining
Division  of  the  Province  of  British Columbia from John M. Mirko in December
2001.  We  selected  these properties based upon a review of prior work programs
conducted on the properties by prior owners.  These reports have been filed with
the  British Columbia Ministry of Energy and Mines.  We paid a purchase price of
$2,300  and simultaneously entered into a joint venture agreement with Mr. Mirko
on  December  28,  2001.

Our  joint venture agreement dated December 28, 2001 with Mr. Mirko is to govern
operation  of  the  Cinema  Group  claims.  Under the terms of the Joint Venture
Agreement, we will be responsible for the first $20,000 in Canadian dollars (the
equivalent  of  $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.    After  this  expenditure has been made, the parties will be responsible
to pay their proportionate shares of future exploration programs.  Currently, we
have  paid $8,000 in Canadian dollars of the expenditures due for exploration on
the  property.

Under  the  terms of the exploration joint venture agreement with John Mirko, we
have  agreed  to  use  our  best  efforts to explore the property containing the
Cinema  Group  mineral  claims  with the goal of eventually putting the property
into  commercial  production  should  both  a  feasibility  report  recommending
commercial  productions  be  obtained  and  a  decision  to  commence commercial

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production  be  made. The feasibility report refers to a detailed written report
of  the  results of a comprehensive study on the economic feasibility of placing
the  property  or  a  portion  of the property into commercial production. It is
possible  that  results  may  be  positive  from the exploration program but not
sufficiently positive to warrant proceeding at a particular point in time. World
prices  for minerals may dictate not proceeding, in addition, the atmosphere for
financing  mineral  exploration  ventures  may  have  an  impact.

Both  parties  under  the  terms  agree to associate and participate in a single
purpose  joint  venture  to  carry out the project.  Beneficial ownership of the
property  remains  in each party's name proportional to its respective interest.
Also,  costs  are  to  be  met  by  each  party  in  proportion to its interest.

The first $12,500 of exploration expenditures made by us will not be included in
the  calculation  of our proportionate share of the initial program or any other
program.  The  interest  of  each  party  may  be  reduced and the other party's
interest  increased  by  an  amount equal to share of the exploration costs they
were obligated to pay.  If the interest of either us or Mr. Mirko  is reduced to
less than 15%, then that party will be deemed to have assigned their interest to
the  other party, and their sole remuneration and benefit from the joint venture
agreement  will  be  a  5%  net proceeds of production royalty.   The respective
interests of each party could be increased or decreased from time to time if any
or all of the following events occur: (1) a party fails to pay its proportionate
share of the costs; (2) a party elects not to participate in the program; and/or
(3) a party elects to pay less than its proportionate share of the costs for the
program.  If  these terms operate to cause a party's interest in the property to
be reduced to 15% or less, that party will assign and convey its interest to the
other party and will receive a royalty equal to 5% of net proceeds of production
royalty, subject to certain adjustments, payable within 60 days after the end of
each  calendar quarter, as and when any net proceeds of production are available
for  distribution.

The  joint venture will terminate if one party acquires both a 100% interest and
a 100% interest in the net proceeds of production.  This is a standard provision
in many joint venture agreements.  Its purpose is to allow parties to sell their
interest  to  each  other, thereby causing one party to own both a 100% interest
and a 100% interest in the net proceeds of production.  If a party is diluted to
the  point of a 5% royalty interest, they may sell their royalty interest to the
other  party  thus  terminating  the  venture.

The  joint  venture  agreement  provides  for  Mr. Mirko to initially act as the
operator of the joint venture program.  As compensation for head office overhead
expenses  that  he,  or  subsequent  operators, may incur as operator, the joint
venture  will  pay  the  operator  an  amount  equal  to:



     (1)  with  respect  to  programs:
          a.   2%  for  each  individual  contract  which  expressly includes an
               overhead  charge  by  the  party  contracted;
          b.   5%  for each individual contract which exceeds $50,000 and is not
               subject  to  clause  (1)  a,  above.
          c.   10%  of  all other costs not included in clauses (1) a and (1) b,
               above.
     (2)  with  respect  to  construction:  1%  of  all  other  such  costs;

                                       3

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     (3)  subsequent  to  the completion date: 3.5 % of all operating costs. The
          completion  date  is the date approved by the management committee and
          on  which  commercial  production  begins.

To  summarize,  the  above  pay schedule results in the operator receiving a fee
ranging  from  1%  to  10%.  The exact percentage depends upon the nature of the
agreement  with  contractors  on  the  property  and  the  work  to  be  done.

The  operator has the full right, power and authority to do everything necessary
or  desirable to carry out a program and the project and to determine the manner
of  exploration  of  the  property.  A  management  committee  consisting of one
representative  of  each party will oversee the operator and manage or supervise
the  management  of  the  business  and  affairs  of  the  joint  venture.  Each
representative  may  cast  that  number  of  votes that is equal to that party's
interest; simple majority prevails and the management committee's decisions made
in  accordance with the joint venture agreement are binding on all parties.  The
joint  venture agreement contemplates that the agreement will stay in effect for
so  long  as  any part of the property or project is held in accordance with the
agreement,  unless  earlier  terminated  by  agreement  of  all  parties.

Description  and  Location  of  the  Cinema  Group  mineral  claims

The  Cinema  Group  mineral claims consist of four mineral claims in the Cariboo
Mining District of British Columbia, Canada.  The total area of the Cinema Group
mineral  claims is estimated to be 247 acres, located 30 miles north of Quesnel,
British  Columbia.  The  property  is  accessible  by one mile of dirt road from
Ahbau  Creek,  B.C.  and  2  miles  by  dirt  road  from  Highway  97.

The  mineral  claims  are  described  as  follows:


Name  of
Mineral  Claim     Grant  Number     Date  of  Recording  Expiry  Date
Cinema  Group  1     387906          July 11, 2001        July 10, 2003
Cinema  Group  2     387907          July 11, 2001        July 10, 2003
Cinema  Group  3     387908          July  11,  2001      July 10, 2003
Cinema  Group  4     387909          July  11,  2001      July 10, 2003


Mr.  Mirko  staked  the Cinema Group mineral claims on July 11, 2001 and renewed
these  claims on July 10, 2002 in order to preserve our claims for another year.
Staking  a claim involves physically marking the boundaries of the mineral claim
area  on the ground and is the first step in acquiring title to the claim.  Once
the  property is staked, title to the property can be recorded with the Ministry
of  Energy  and  Mines. Title to the property is held in the name of  Mr. Mirko,
25%  interest,  and  Delbrook Mining Corp., 75% interest, in proportion to their
respective  interests  as  stipulated  under  section 19.01 in the joint venture
agreement.

The  Province  of  British Columbia owns the land covered by the mineral claims.
At  this  time  we are not aware of any native land claims that might affect our
title  to  the  mineral  claims  or to British Columbia's title of the property.
Although  we  are unaware of any situation that would threaten our


                                       4

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claims, it is possible that a native land claim could be made in the future. The
federal  and  provincial  government  policy at this time is to consult with all
potentially  affected  native  bands  and  other stakeholders in the area of any
potential  mining.  If  we should encounter a situation where a native person or
group claims an interest in our claims, we may choose to provide compensation to
the affected party in order to continue with our exploration work, or if such an
option is not available, we may have to relinquish our interest in these claims.

Prior  to the expiry dates listed above, we plan to file for an extension of our
mineral  claims.  In  order  to  extend the expiry dates of a mineral claim, the
government  requires  either  (1)  completion  of  exploration work valued at an
amount  stipulated  by  the  government  on the mineral claims and payment of  a
filing  fee;  or  (2)  payment  to  the  Province of British Columbia in lieu of
completing  exploration  work  to  maintain  the  mineral claims.  Currently, an
exploration  work  value  of $100 Canadian (US$62.83; exchange rate as of August
23,  2002  of  CDN$1  =  US$0.6283  ) is required during each of the first three
years  after  a  claim  is staked and an exploration work value of $200 Canadian
(US$125.66)  is  required  in subsequent years. Accordingly, exploration work on
the  Cinema  Group  1  to  4 mineral claims must be completed and filed with the
Province  in  the  amount  of $400 Canadian (US$251.32) by July 10, 2003 or this
amount  must  be  paid  to  the Province of British Columbia by July 10, 2003. A
maximum  of  ten  years of work credit may be filed on a claim.  If the required
exploration work expenditure is not completed and filed with the Province in any
year  or if a payment is not made to the Province of British Columbia in lieu of
the required work within this year, the mineral claims will lapse and title with
revert  to  the  Province  of British Columbia.  The phase two work program when
completed  will  be  sufficient  to  extend  the  claim  for  several  years.

Due  to  the  amount  of  funds  we  have expended towards our completed Phase I
exploration  program,  we  will  fulfill  all  of  these requirements of British
Columbia  for  a  period  of  several  years.

Geological  Exploration  Program

We  have  obtained an Initial Summary Report and completed a Phase I exploration
program  on  the property.  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.  We carried out
the  Phase  I  work on the property between February 6-13, 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 II.  We are in the
process  of  completing  Phase  II  and expect this phase to be completed in the
second  quarter  of  2003.  The  details  of  the Initial Summary Report and the
results  from  the  Phase  I  exploration  program  are  provided  below.

1.  Initial  Summary  Report,  Dated  January  11,  2002
    ----------------------------------------------------

The  purpose  of  the  initial summary report was to review information from the
previous  exploration  of  the  mineral  claims  and  to  recommend  exploration
procedures  to  establish  the  feasibility  of  a mining project on the mineral
claims.  The  summary report listed results of the history of the exploration of
the mineral claims, the regional and local geology of the mineral claims and the
mineralization and the geological formations identified as a result of the prior
exploration.  The


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summary  report  also gave conclusions regarding potential mineralization of the
mineral  claims  and  recommended  a  further  two  phase geological exploration
program.


a.   Exploration  History  of  the  Mineral  Claims

The history of the exploration of the mineral claims is summarized in the report
that  we  obtained  from  Mr.  Poloni.  The following summary of the exploration
history  of  the  mineral  claims  and surrounding area is based on Mr. Poloni's
description.



1.   Most  of  the  exploration  activity  carried  out  on  the  property  and
     surrounding area occurred during the period between 1968 to 1991. The focus
     of  the  exploratory work was in search of gold base metal massive sulphide
     deposits  and  some  emphasis on porphyry copper deposits. Massive sulphide
     deposits  are  often major producers of copper, zinc, silver, gold and lead
     in  Canada.  Their high grade and commonly high precious metal content make
     them  attractive exploration targets. Porphyry copper deposits are deposits
     of disseminated copper minerals in or around intrusive rock. Intrusive rock
     is  formed  by  the consolidation of magma (i.e. molten material) intruding
     into  other  rocks  far below the earth's surface. Locating porphyry copper
     deposits  is  another  important  exploration  target  when  searching  for
     reserves  in  British  Columbia.

2.   During  the  period  between  1968  to  1972,  exploration  activities were
     conducted  including  mapping,  prospecting  such  as searching for surface
     mineralized  showings,  trenching,  soil  geochemistry,  and  both  diamond
     drilling  totaling  1,530 feet, this drilling uses a rotary type rock drill
     that cuts a core of rock that is recovered in long cylindrical sections two
     centimeters  in diameter, and percussion drilling totaling 3,000 feet, this
     type  of  drilling,  usually  air  powered,  delivers  its energy through a
     pounding  or  hammering  action

3.   During  the  period  between  1980  to  1991,  more  extensive  exploration
     activities  were performed in this region including heavy metal geochemical
     surveys, soil sampling, and induced polarization surveys, these are surveys
     that  employ  an  electrical  current  to  determine  indications  of
     mineralization. Also, additional diamond drilling totaling over 19,000 feet
     and percussion drilling totaling approximately 25,000 feet was conducted on
     the  property.

The  area  covered  by  the Cinema claims has been owned and operated by various
individuals  over the past four decades.  The most recent previous owner allowed
its claims to lapse thereby providing Mr. Mirko an opportunity to re-stake these
claims  in  2001.  Past  owners  conducting  prior  exploratory work include the
following:

-  1968-1969   Cariboo  Minelands  Ltd.:  Conducted  soil geochemistry, mapping,
               prospecting, geophysics, bulldozer trenching, and conducted eight
               diamond  drill  holes  totaling  3,000  feet.

-  1971        Texas  Gulf  Sulpher:  Conducted  soil  geochemistry  and
               electromagnetic  lines  with  geological  mapping.  Test
               electromagnetic  lines include a ground survey on marked lines at
               measured  intervals  testing  and  measuring  the electromagnetic
               response  of  the  underlying  rocks  in  an  attempt  to  define
               anomalous  values.


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-  1971-1972   Equatorial  Resources Ltd.:  Conducted five percussion-drill
               holes  totaling  1,530  feet.

-  1980        A.T.  Syndicate:  Conducted heavy metal geochemical surveys.

-  1981-1989   Gabrial  Resources  Inc.:  In  1984,  performed  soil  and  rock
               geochemistry,  geophysical  surveys,  geological  mapping,  and
               trenching.  In  1986,  performed  fifteen  miles  of  induced
               polarization  surveys,  geological  mapping followed by over 9000
               feet  of  diamond  drilling.  In  1987,  conducted 10,000 feet of
               diamond  drilling  and  low level airborne geophysical survey. In
               1988,  completed additional induced polarization surveys and soil
               sampling,  conducted  100  backhoe  trenches and conducted 25,000
               feet  of  percussion-drill  holes  assaged  for  23  elements.

-  1991        Appian  Resources  Ltd.  and  Valerie  Gold Mines Ltd.: Conducted
               three  diamond  drill  holes  testing mineral found in percussion
               drilling.


b.   Geology  of  the  Mineral  Claims

Past  exploration  work  conducted  on  the property demonstrate that the Cinema
Group  mineral  claims  potentially host showings of lead, zinc, copper, cobalt,
gold  and  silver  mineralization.   We  have retrieved the results of this past
exploration work conducted by prior owners of the claims from the offices of the
British  Columbia  Ministry  of  Energy  and  Mines.  Although  this  past  work
indicates  some  potential  for  mineralization, these studies may or may not be
completely  accurate,  These  reports  are  helpful  in  pointing us to areas of
potential  significance  at  this  time.

The  main  mineral showings on the Cinema claims occur within the "Quesnel Belt"
of  volcanic  and  sedimentary  rocks,  which are intruded in places by plutonic
rocks  of  similar  age  called  the  "Naver  Suite."

The  main  mineral  showings  are  hosted  by  different  types of volcanic rock
including  porphyrys,  rhyolites,  arquillites  and  basalt  breccias.  The
mineralization occurs in the volcanics as disseminations and stockwork stringers
of  sulphide  type  minerals  with  some  quartz,  calcite, epidote and chlorite
accessory  minerals.  The  two  most  significant  types  of mineralization are:

a.   the sulphide minerals, pyrites, pyrrihotite and rare chalcopyrite (a copper
     sulphide)  scattered  as  small grains throughout the volcanic rocks and as
     fracture  coating  along  contacts  with  ryolite  dykes;  and

b.   as  zones of massive sulphide mineralization within fault zones up to seven
     feet  wide  consisting  of  massive  pyrite,  arsenopyrite  and  occasional
     chlopyrite  and  galena  (a  lead  sulphide  mineral).


                                       7

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c.   Recommendations  of  Initial  Geological  Summary  Report

In  his  report,  Mr.  Poloni  recommended  the  completion  of  two phases of a
geological  work  on  the  Cinema  Group  mineral  claims based on the following
conclusions.  Previous soil geochemical and several geophysical surveys over the
property  failed  to  detect  values  intersected  in some of the percussion and
diamond drill holes and trenching.  These findings suggest that other methods to
find  drill  or  trench  targets  should  be  initiated  on  a  trial  basis.

The  1991  drilling  showed  potential for stratabound - strataform volcanogenic
related  mineralization,  i.e.,  the  potential for deposits to be located at or
within  certain  layers  of  rocks,  which might not be related to structures or
shear  zones  and  should  be  tested  for with electromagnetic lines using more
favorable  orientation  of  a  few  test  lines and a test mobile metal ion soil
sample  grid  over  a  known  zone.  The mobile metal ion (MMI) sample grid is a
technique  that measures mobile metal ions that are released from ore bodies and
travel  upward towards the surface.  Using sophisticated  chemical processes and
instrumentation,  the  MMI  technique  is able to measure these ions, in surface
soils,  to  determine  accurately where buried mineralization is located.   Rock
sampling  should  be  conducted to obtain confirmation of the values reported in
the various zones.  Mr Poloni recommended the following  work programs contained
in two phases.  Delbrook has completed the first phase described in Mr. Poloni's
Initial  Geological  Summary Report below and will proceed with the second phase
which  is  projected  to  be  completed  by  the  end  of  2002.

     Phase  I
     --------

     The  Initial  Summary  Report recommended a Phase I that would consist of a
     grid  layout and placement of two soil geochemistry sample lines with eight
     test  sites  for  mobile  metal  ion  samples. Also, the report recommended
     running  test electromagnetic lines over the volcanogenic massive sulphides
     percussion  drill  area and conducting rock sampling to obtain confirmation
     of  values  reported  in  previous  testing performed on the property. This
     Phase  I  program  has been completed with the work and resultsdescribed in
     greater  detail  below.

     Phase  II
     ---------

     As  phase  one  is complete, the Initial Summary Report recommended a phase
     two  program  to  perform  additional sampling and follow-up geophysics and
     geochemistry  surveys  dependent upon results of Phase I. The completion of
     these two phases is expected to better define the target concepts, identify
     additional  targets  and  determine  if  additional surveys should be made.

The  Initial Summary Report projected that the costs for these two phases of the
exploration  program  would  be  as  follows:

               Phase  I  --  $4,500
               Phase  II --  $8,000

The Initial Summary Report projected that the total cost for these phases of the
exploration  program would be $12,500, of which $4,500 has been spent conducting
the  Phase  I  program  described  more fully in the "Phase I of the Exploration
Program"  section  below.  Our  working capital position was $64,798 as of April
30,  2002  and  $27,379  as  of January 31, 2003.  Thus, we are able to complete


                                       8

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these  phases  of this exploration program.  We are in the process of completing
Phase  II  and  expect this phase to be completed in the second quarter of 2003.

The  geological  review  and  interpretations  required  in  each  phase  of the
exploration  program  would  be  comprised  of  reviewing  the data acquired and
analyzing  this  data  to  assess  the  potential  mineralization of the mineral
claims.  Geological  review entails the geological study of an area to determine
the  geological  characteristics,  identification  of rock types and any obvious
indications of mineralization.  The purpose of undertaking the geological review
would  be  to  determine  if there is sufficient indication of mineralization to
warrant  additional  exploration.   Positive  results  at  each  stage  of  the
exploration program would be required to justify continuing with the next phase.
Such  positive  results  would  include  the  identification  of  the  zones  of
mineralization.


2.  Phase  I  of  the  Exploration  Program
    ---------------------------------------

We  accepted  the recommendations of the initial summary report completed by Mr.
Poloni  and  proceeded with the Phase I exploration program.  We carried out the
Phase  I  work  on  the  property  between  February 6-13, 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 II.  A summary of
the  results and recommendations from the Phase I exploration program are below.

a.   Results  of  the  Phase  I  Exploration  Program

Rock  samples  from our property were collected and the analysis of such samples
confirmed  the  presence  of  significant  gold, silver, cobalt, copper and zinc
values.  Two  of  the  rock  samples  collected  gave  the  following  values:

Sample  Cin  5-02:  12.0  inch  chip  sample,  5  pounds

               Gold   (Au)  35.39 grams per ton (or 1.03 ounces of Gold per ton)
               Silver (Ag)  38.6  grams  per  ton
               Cobalt (Co)  0.26%
               Copper (Cu)  0.65%
               Zinc   (Zn)  0.02%

Sample  Cin  6-02:  12.0  inch  chip  sample,  5  pounds

               Gold   (Au)  7.3  grams  per  ton
               Silver (Ag)  31.4  grams  per  ton
               Cobalt (Co)  0.13%
               Copper (Cu)  0.96%
               Zinc   (Zn)  0.14%

Additionally,  an  electromagnetic  test  survey  was  successful  in  outlining
anomalous  crossover  values  in  covered  areas  of presumed massive sulphides.
Further  work  at random orientations might yield more significant results.  The
MMI  soil  sample results, however, were disappointing as they are extremely low
and  hard  to  correlate  with  known  zones  and  standard previous soil sample
results.


                                       9

<PAGE>


b.   Recommendations  of  Phase  I  Exploration  Program

Based  on  the  results  of  this Phase I exploration program, our geologist has
recommended  further work to be conducted in the Phase II exploration program as
described in the Initial Summary Report.  Specifically, the program should focus
on  determining the potential for large tonnage volcanogenic massive sulphide or
tabular  bodies  using  follow  up  standard  soil geochemistry, electromagnetic
geophysics  and  geological  prospecting  work searching for surface mineralized
showings.

We  have  decided  to proceed with the Phase II exploratory work described above
and  anticipate  completing  this  phase  by  the  second quarter of 2003.  Upon
completion  of  phase  two and our review of the results of this second phase we
will  assess  whether  the  results  of  phase  two are sufficiently positive to
warrant additional phases of an exploration program.  We will make this decision
to  proceed  with further programs based upon the professional geologists review
of  the  results  and  recommendations.  We will also assess whether our current
financial  position  will allow for such additional phases or if we will need to
raise  additional  capital in order to conduct any further work on the property.
This  assessment  will  include  an  assessment of the price of minerals and the
market  for  financing  of  mineral  exploration  projects  at  the  time of our
assessment.

Compliance  with  Government  Regulation

We  will  be  required  to  comply with all regulations, rules and directives of
governmental  authorities  and  agencies  applicable  to  the  exploration  of
mineralsin  the Province of British Columbia. In addition, if we progress to the
production  phase,  production  of  minerals in the Province of British Columbia
will  require  prior approval of applicable governmental regulatory agencies. We
cannot  be  certain  that  such  approvals  will be obtained. The cost and delay
involved  in  attempting  to  obtain  such approvals cannot be known in advance.

The  main  agency  that  governs  the exploration of minerals in the Province of
British  Columbia,  Canada,  is  the  Ministry  of  Energy  and  Mines.

The  Ministry  of Energy and Mines manages the development of British Columbia's
mineral  resources,  and  implements  policies  and  programs  respecting  their
development  while  protecting  the  environment.  In  addition,  the  Ministry
regulates  and  inspects  the  exploration  and mineral production industries in
British  Columbia  to  protect  workers,  the  public  and  the  environment.

The  material  legislation  applicable  to  Delbrook  and  its subsidiary is the
Mineral Tenure Act, administered by the Mineral Titles Branch of the Ministry of
Energy  and  Mines,  and  the  Mines  Act,  as  well  as  the Health, Safety and
Reclamation  Code  and  the  Mineral  Exploration  Code.

 The  Mineral  Tenure  Act and its regulations govern the procedures involved in
the  location, recording and maintenance of mineral and placer titles in British
Columbia.  The  Mineral  Tenure  Act  also governs the issuance of mining leases
which  are  long  term entitlements to minerals, designed as production tenures.

All  mineral  exploration  activities  carried  out on a mineral claim or mining
lease  in  British Columbia must be in compliance with the Mines Act.  The Mines
Act  applies  to  all  mines  during  exploration,  development,  construction,
production,  closure, reclamation and abandonment.  Additionally, the

                                       10

<PAGE>


provisions  of  the  Health,  Safety  and  Reclamation Code for mines in British
Columbia  contain  standards  for  employment,  occupational  health and safety,
accident  investigation,  work  place conditions, protective equipment, training
programs,  and  site  supervision.  Also,  the Mineral Exploration Code contains
standards  for  exploration  activities  including construction and maintenance,
site  preparation,  drilling,  trenching  and  work  in  and about a water body.

Additional  approvals  and  authorizations may be required from other government
agencies,  depending  upon  the  nature  and  scope  of the proposed exploration
program.  If  the  exploration  activities  require  the falling of timber, then
either  a  Free Use Permit or a License to Cut must be issued by the Ministry of
Forests.  Items  such  as  waster  and  waste approvals may be required from the
Ministry  of Environment, Lands and Parks if the proposed exploration activities
are  significantly  large  enough  to  warrant  them.

We  will  also  have  to  sustain  the  cost  of  reclamation  and environmental
remediation  for  all  exploration  work  undertaken.  Both  reclamation  and
environmental remediation refer to putting disturbed ground back as close to its
original  state  as  possible.  Other  potential  pollution  or  damage  must be
cleaned-up  and renewed along standard guidelines outlined in the usual permits.
Reclamation refers to the process of bringing the land back to its natural state
after completion of exploration activities.  Environmental remediation refers to
the physical activity of taking steps to remediate, or remedy, any environmental
damage  caused,  i.e.  refilling  trenches  after  sampling  or cleaning up fuel
spills.  Our  Phase  I  and  II  programs  do  not  require  any  reclamation or
remediation  because  of minimal disturbance to the ground.  The amount of these
costs  is not known at this time as we do not know the extent of the exploration
program  we  will  undertake,  beyond  completion  of the recommended two phases
described  above,  or  if we will enter into production on the property. Because
there is presently no information on the size, tenor, or quality of any resource
or  reserve  at  this time, it is impossible to assess the impact of any capital
expenditures  on  our  earnings  or  competitive  position  in  the  event  a
potentially-economic  deposit  is  discovered.

Employees

We  have no employees as of the date of this report other than our sole officer.
We  conduct  our  business  largely  through  agreements  with  consultants  and
arms-length  third  parties.

Research  and  Development  Expenditures

We  have  not  incurred  any  research  or  development  expenditures  since our
incorporation.

Subsidiaries

We have incorporated a British Columbia subsidiary, Delbrook Mining Corporation,
a wholly-owned subsidiary of Delbrook Corporation for the purposes of conducting
all  mineral  exploration  in  Canada.  All  activities on the mineral claims in
Canada  will  be  conducted  through  this  subsidiary.

Patents  and  Trademarks

We  do  not  own,  either  legally  or  beneficially,  any  patent or trademark.


                                       11

<PAGE>


Risks  Related  To  Our  Financial  Condition  And  Business  Model

If  we  do  not  obtain  additional  financing,  our  business  will  fail

Our  current  operating  funds  will  only  cover  the  first  two phases of our
exploration  program.  In  order  for  us  to perform any further exploration or
extensive  testing  we  will need to obtain additional financing.  As of January
31,  2003,  we  had cash in the amount of $28,302.  We currently do not have any
operations  and  we  have  no  income.  Our  business plan calls for significant
expenses  in  connection  with  the exploration of our mineral claims.  While we
have  sufficient  cash  on  hand  to  carry  out  Phase  II  of  the recommended
exploration  program  on  the  Cinema  Group  mineral  claims,  we  will require
additional  financing  if  further exploration programs are necessary.   We will
also require additional financing if the costs of the exploration of our mineral
claim  are  greater  than  anticipated.  We will require additional financing to
sustain  our  business  operations  if we are not successful in earning revenues
once  exploration  is  complete.  If  our exploration programs are successful in
discovering  ore  of  commercial  tonnage  and grade, we will require additional
funds  in  order  to  place  the  Cinema  Group  mineral  claim  into commercial
production.  We  currently do not have any arrangements for financing and we may
not  be  able to obtain financing when required.  Obtaining additional financing
would  be  subject to a number of factors, including the market prices for lead,
copper,  zinc,  cobalt, silver and gold and the costs of exploring for or mining
these materials.  These factors may make the timing, amount, terms or conditions
of  additional  financing  unavailable  to  us.

Because  we  have  not  commenced  business  operations,  we face a high risk of
business  failure  due  to our inability to predict the success of our business.

We  have just begun the initial stages of exploration of our mineral claims, and
thus  have no way to evaluate the likelihood that we will be able to operate the
business  successfully.  We  were  incorporated on December 21, 2001 and to date
have  been  involved  primarily in organizational activities, the acquisition of
the  mineral  claims  and  obtaining a preliminary summary report on our mineral
claims.  We  have  not  earned  any  revenues  as  of  the  date of this report.

Because our sole executive officer does not have formal training specific to the
technicalities  of mineral exploration, there is a higher risk our business will
fail

Mr.  Peter  Schulhof,  our  sole  executive  officer and director, does not have
formal  training as geologist and lacks the technical training and experience in
managing  an  exploration company.  Additionally, Mr. Schulhof has never managed
any  company  involved in starting or operating a mine.  With no direct training
or  experience  in these areas, our management may not be fully aware of many of
the specific requirements related to working within this industry. Our decisions
and  choices  may  not  take  into  account  standard  engineering or managerial
approaches  mineral  exploration  companies  commonly  use.  Consequently,  our
operations,  earnings,  and  ultimate financial success could suffer irreparable
harm  due  to  our  lack  of  experience  in  this  industry.


Because  of  the  unique  difficulties  and  uncertainties  inherent  in mineral
exploration  business,  we  face  a  high  risk  of  business  failure.


                                       12

<PAGE>


Potential  investors should be aware of the difficulties normally encountered by
new  mineral  exploration  companies  and  the  high  rate  of  failure  of such
enterprises.  The  likelihood  of  success  must  be  considered in light of the
problems,  expenses,  difficulties,  complications  and  delays  encountered  in
connection  with  the  exploration  of  the  mineral  properties that we plan to
undertake.  These  potential  problems  include,  but  are  not  limited  to,
unanticipated  problems  relating  to  exploration,  and  additional  costs  and
expenses  that  may  exceed  current  estimates.

Because  we anticipate our operating expenses will increase prior to our earning
revenues,  we  may  never  achieve  profitability

Prior  to  completion of our exploration stage, we anticipate that we will incur
increased  operating  expenses  without  realizing  any  revenues.  We therefore
expect  to  incur  significant losses into the foreseeable future.  We recognize
that  if  we are unable to generate significant revenues from the exploration of
our  mineral  claims and the production of minerals thereon, if any, we will not
be  able to earn profits or continue operations.  There is no history upon which
to  base  any assumption as to the likelihood that we will prove successful, and
we may not be able to generate any operating revenues or ever achieve profitable
operations.  If we are unsuccessful in addressing these risks, our business will
most  likely  fail.

Because  of  the  speculative  nature of exploration of mineral claims, there is
substantial  risk  that  no  commercially exploitable minerals will be found and
this  business  will  fail

The  search  for valuable minerals as a business is extremely risky. Our mineral
claims  may  not  contain  commercially exploitable deposits of gold and silver.
Exploration  for  minerals  is  a  speculative  venture  necessarily  involving
substantial  risk.  The  expenditures to be made by us in the exploration of the
mineral  claims may not result in the discovery of commercial quantities of ore.
Problems  such  as  unusual  or  unexpected  formations and other conditions are
involved  in  mineral  exploration  and often result in unsuccessful exploration
efforts.  In  such  a  case,  we  would be unable to complete our business plan.

Because of the inherent dangers involved in mineral exploration, there is a risk
that  we  may  incur  liability  or  damages  as  we  conduct  our  business

The search for valuable minerals involves numerous hazards.  As a result, we may
become  subject to liability for such hazards, including pollution, cave-ins and
other  hazards  against which we cannot insure or against which we may elect not
to  insure.  The  payment of such liabilities may have a material adverse effect
on  our  financial  position.

Because  access to our mineral claims may be restricted by inclement weather, we
may  be  delayed  in  our  exploration  and  any  future  mining  efforts

Access  to  the Cinema Group mineral claim may be restricted through some of the
year  due  to  weather  in  the  area.  The property is in North Central British
Columbia,  a  rugged  area of broken, rolling terrain.  During the winter months
heavy  snowfall and extreme low temperatures make it difficult if not impossible
to  undertake  work  programs.   As a result, any attempt to test or explore the
property  is  largely limited to the times when weather permits such activities.
Generally  speaking, the most efficient time for us to conduct our work programs
will  be  during  the  May  to  October period.  These limitations can result in
significant  delays  in exploration efforts, as well as


                                       13

<PAGE>

mining  and  production  in  the  event  that commercial amounts of minerals are
found.  Such  delays  can  have  a significant negative effect on our results of
operations.

Because  our  president  has  only agreed to provide his services on a part-time
basis,  he  may  not be able or willing to devote a sufficient amount of time to
our  business  operations,  causing  our  business  to  fail

Mr.  Schulhof,  our  president,  is  also  the president and director at Spectro
International  Trade  Limited,  a  company  which specializes in investment real
estate.  Because  we  are  in  the  early  stages  of our business, Mr. Schulhof
devotes  approximately five hours per week to Delbrook's affairs. If the demands
of  our  business require the full business time of Mr. Schulhof, he is prepared
to  adjust  his  timetable  to  devote  more  time to our business. However, Mr.
Schulhof  may  not  be  able  to devote sufficient time to the management of our
business,  as  and  when  needed.    It  is  possible  that  the  demands of Mr.
Schulhof's other interests will increase with the result that he would no longer
be  able to devote sufficient time to the management of our business.  Competing
demands  on  Mr.  Schulhof's time may lead to a divergence between his interests
and  the  interests  of  other  shareholders.

Because our president, Mr. Peter Schulhof, owns 51.98% of our outstanding common
stock,  investors  may  find that corporate decisions influenced by Mr. Schulhof
are  inconsistent  with  the  best  interests  of  other  stockholders.

Mr.  Schulhof  is our sole director and executive officer. He owns approximately
51.98%  of the outstanding shares of our common stock. Accordingly, he will have
a significant influence in determining the outcome of all corporate transactions
or  other  matters,  including  mergers,  consolidations  and the sale of all or
substantially all of our assets, and also the power to prevent or cause a change
in  control.  The interests of Mr. Schulhof may differ from the interests of the
other  stockholders.  Factors which could cause the interests of Mr. Schulhof to
differ from the interest of other stockholders include his ability to devote the
time  required  run  a  mineral  exploration  company.

Risks  Related  To  Legal  Uncertainty

As  we  undertake  exploration  of  our  mineral  claims,  we will be subject to
compliance  with government regulation that may increase the anticipated cost of
our  exploration  program

There  are  several  governmental  regulations  that materially restrict mineral
exploration  or  exploitation.  We  will be subject to the Mining Act of British
Columbia  as we carry out our exploration program.  We may be required to obtain
work  permits,  post  bonds  and  perform  remediation  work  for  any  physical
disturbance  to  the  land in order to comply with these regulations.  While our
planned  exploration  program budgets for regulatory compliance, there is a risk
that  new  regulations could increase our costs of doing business and prevent us
from  carrying  our  exploration  program.



                                       14

<PAGE>



ITEM  2.     DESCRIPTION  OF  PROPERTIES

We  have  a  75%  interest in the Cinema Group mineral claims.  We do not own or
lease  any  property other than our interest in the Cinema Group mineral claims.

We currently rent office space at 810 Peace Portal Drive, Suite 203, Blaine, WA,
with  telephone,  mail  and fax services from Amteck Corporation for $125.00 per
month.  The arrangement is from month to month with no formal written agreement.



ITEM  3.     LEGAL  PROCEEDINGS

We  are  not  currently  a  party  to  any  legal  proceedings.

Our  agent for service of process in Nevada is Michael A. Cane, 2300 West Sahara
Avenue,  Suite  500,  Box  18,  Las  Vegas,  Nevada  89102.

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
year  ended  January  31,  2003.

                                       15
<PAGE>


                                     PART II
                                     -------

ITEM  5.     MARKET  FOR  REGISTRANT'S  COMMON  EQUITY  AND  RELATED STOCKHOLDER
MATTERS

Market  Information

We  made  an  application for quotation of our common stock on the NASD over the
counter bulletin board. We have been assigned DBRK as our symbol, but no trading
has  taking  place to date. We can provide no assurance that a public market for
our  stock  will  materialize.

The Securities Exchange Commission has adopted rules that regulate broker-dealer
practices  in  connection  with  transactions  in penny stocks. Penny stocks are
generally  equity  securities  with  a  price  of  less  than  $5.00, other than
securities  registered on certain national securities exchanges or quoted on the
Nasdaq  system,  provided that current price and volume information with respect
to  transactions  in such securities is provided by the exchange or system.  The
penny  stock  rules  require  a broker-dealer, prior to a transaction in a penny
stock  not  otherwise  exempt  from  those  rules,  deliver  a standardized risk
disclosure  document  prepared  by  the  Commission,  which:  (a)  contains  a
description  of  the  nature and level of risk in the market for penny stocks in
both  public  offerings and secondary trading; (b) contains a description of the
broker's  or  dealer's  duties  to  the  customer and of the rights and remedies
available  to  the  customer with respect to a violation to such duties or other
requirements  of  Securities'  laws;  (c)  contains  a  brief,  clear, narrative
description  of  a  dealer market, including bid and ask prices for penny stocks
and  significance  of  the spread between the bid and ask price;  (d) contains a
toll-free  telephone  number  for inquiries on disciplinary actions; (e) defines
significant  terms  in  the  disclosure document or in the conduct of trading in
penny stocks; and (f) contains such other information and is in such form as the
Commission  shall  require  by  rule or regulation.  The broker-dealer also must
provide,  prior to effecting any transaction in a penny stock, the customer: (a)
with  bid  and offer quotations for the penny stock; (b) the compensation of the
broker-dealer  and  its salesperson in the transaction; (c) the number of shares
to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock; and (d) monthly account
statements  showing  the market value of each penny stock held in the customer's
account.  In addition, the penny stock rules require that prior to a transaction
in  a  penny stock not otherwise exempt from those rules; the broker-dealer must
make  a  special  written  determination  that  the  penny  stock  is a suitable
investment  for the purchaser and receive the purchaser's written acknowledgment
of  the  receipt  of  a  risk  disclosure  statement,  a  written  agreement  to
transactions  involving  penny  stocks, and a signed and dated copy of a written
suitably  statement.

These  disclosure  requirements  may  have  the  effect  of reducing the trading
activity  in  the  secondary market for our stock if it becomes subject to these
penny  stock  rules. Therefore, if our common stock becomes subject to the penny
stock  rules,  stockholders  may  have  difficulty  selling  those  securities.


                                       16

<PAGE>


Holders  of  Our  Common  Stock

As  of  the  date  of  this  annual  report,  we  had  forty-six (46) registered
shareholders.

Recent  Sales  of  Unregistered  Securities

We did not complete any unregistered sales of our common stock during our fiscal
year  ended
January  31,  2003.

Dividends

There  are  no  restrictions  in  our  articles  of incorporation or bylaws that
prevent  us from declaring dividends.   The Nevada Revised Statutes, however, do
prohibit  us  from  declaring  dividends  where,  after  giving  effect  to  the
distribution  of  the  dividend:

1.   We  would  not  be  able  to  pay our debts as they become due in the usual
     course  of  business;  or

2.   Our  total  assets would be less than the sum of our total liabilities plus
     the  amount  that would be needed to satisfy the rights of shareholders who
     have  preferential  rights  superior  to  those receiving the distribution.

We  have  never  declared  or  paid  any cash dividends on our common stock.  We
currently  intend to retain future earnings, if any, to finance the expansion of
our business. As a result, we do not anticipate paying any cash dividends in the
foreseeable  future.


ITEM  6.     MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF FINANCIAL CONDITION AND
RESULTS  OF  OPERATIONS  AND  PLAN  OF  OPERATIONS

Plan  of  Operations

Our business plan is to proceed with the exploration of the Cinema Group mineral
claim  to  determine whether there are commercially exploitable reserves of gold
and  silver  or other metals.  As a result of the findings of the first phase of
our  exploration program, we have commenced phase two of the exploration program
recommended.  Phase  two  of the recommended geological exploration program cost
approximately  $8,000.  We  had  $32,769 in cash reserves as of October 31, 2002
and $28,302 as of January 31, 2003.  Accordingly, we are able to proceed through
phase  two  of  the  exploration  program  without  additional  financing.

We  anticipate  that  phase  two work will be completed in the second quarter of
2003.  Once  we  receive results from the phase two exploration program, we will
assess  whether  to  proceed  to  any further exploration phases. In making this
determination, we will make an assessment as to whether the results of phase two
are  sufficiently  positive  to  enable  us to obtain the financing necessary to
proceed.

During  our exploration stage, our president will only be devoting approximately
five hours per week of his time to our business.  We do not foresee this limited
involvement  as  negatively impacting our


                                       17

<PAGE>


company  over  the next twelve months as all exploratory work is being performed
by  outside  consultants.  Additionally,  we  will  not  have a need to hire any
employees  over  the next twelve months; nor do we plan to make any purchases of
equipment  over  the next twelve months due to reliance upon outside consultants
to  provide  all  tools  needed  for  the  exploratory  work  being  conducted.

Results  of  Operations  For  Fiscal  Year  Ended  January  31,  2003

We  did not earn any revenues during the fiscal year ended January 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  operating  expenses  in  the amount of $70,021 for the period from
inception  on  December  21,  2001 to January 31, 2003. These operating expenses
included:  (a) payments of $7,124 in connection with acquisition and exploration
of  the  Cinema  Group  mineral  claim; (b) office related fees in the amount of
$1,577;  (c)  rent in the amount of $785; (d) professional fees in the amount of
$57,100  in  connection with our corporate organization and registration process
with  the  SEC;  (e)  transfer  agent  fees  in  the  amount  of $1,435; and (f)
consulting  fees  in  the  amount  of  $2,000.

We  incurred  a  loss  in the amount of $70,021 for the period from inception of
December  21,  2001  to  January 31, 2003. For the fiscal year ended January 31,
2003  only,  we  incurred  a loss of $ 58,694. Our loss for this fiscal year was
attributable  to  operating  expenses,  professional  fees,  consulting fees and
administrative  expenses.

Liquidity  and  Capital  Resources

We had cash of $ 28,302 as of January 31, 2003. We anticipate that we will incur
over  the  next  twelve  months:

     -    $8,000  in  connection  with the completion of the second phase of our
          recommended  geological  work  program;

     -    $10,000 for operating expenses, including working capital and general,
          legal,  accounting  and  administrative  expenses  associated  with
          reporting  requirements  under  the  Securities  Exchange Act of 1934.

We have sufficient cash reserves to complete the second phase of our exploration
program.  Further  exploration  studies, however, may require additional funding
in  the  event  that our current cash on hand is insufficient for any additional
work  proposed.  In  the  event  that  we  shall  require additional funding, we
anticipate  that  such  funding will be in the form of equity financing from the
sale  of  our  common  stock.  However,  we  cannot  provide  investors with any
assurance  that we will be able to raise sufficient funding from the sale of our
common  stock  to  fund  additional phases of the exploration program, should we
decide  to  proceed.  We  believe that debt financing will not be an alternative
for  funding any further phases in our exploration program.  The risky nature of
this


                                       18

<PAGE>


enterprise  and  lack  of  tangible  assets  places  debt  financing  beyond the
credit-worthiness  required by most banks or typical investors of corporate debt
until  such  time  as an economically viable mine can be demonstrated. We do not
have  any  arrangements  in  place  for  any  future  equity  financing.


Forward  Looking  Statements

Many  statements made in this report are forward-looking statements that are not
based  on  historical  facts.  Because  these forward-looking statements involve
risks  and  uncertainties, there are a number of factors that could cause actual
results  to  differ  materially  from  those  expressed  or  implied  by  these
forward-looking  statements.  The forward-looking statements made in this report
relate  only  to  events  as  of  the  date  on  which  the statements are made.


ITEM  7.     FINANCIAL  STATEMENTS

Index  to  Financial  Statements:

1.   Auditors'  Report;

2.   Audited  Financial  Statements  for  the  year  ended  January  31,  2003,
     including:

     a.   Balance  Sheets  as  at  January  31,  2003  and  2002;

     b.   Statements of Loss and Deficit for the year ended January 31, 2003 and
          for  the  period  from  inception  on December 21, 2001 to January 31,
          2002;

     c.   Statements  of Cash Flows for the years ended January 31, 2003 and for
          the  period  from  inception on December 21, 2001 to January 31, 2002;

     d.   Statements  of  Stockholders'  Equity  for the years ended January 31,
          2003 and for the period from inception on December 21, 2001 to January
          31,  2002;

     e.   Notes  to  Financial  Statements.




<PAGE>



                              DELBROOK CORPORATION
                         (An Exploration Stage Company)


                        CONSOLIDATED FINANCIAL STATEMENTS


                            JANUARY 31, 2003 AND 2002
                            (Stated in U.S. Dollars)

<PAGE>


                                             Morgan and Company

                          INDEPENDENT AUDITORS' REPORT




To  the  Directors
Delbrook  Corporation
(An  exploration  stage  company)


We  have  audited  the  consolidated  balance sheets of Delbrook Corporation (an
exploration stage company) as at January 31, 2003 and 2002, and the consolidated
statements  of  loss  and deficit accumulated during the exploration stage, cash
flows,  and  stockholders'  equity  for the year ended January 31, 2003, for the
period  from  inception,  December  21,  2001,  to January 31, 2002, and for the
period  from  inception,  December  21,  2001,  to  January  31,  2003.  These


consolidated  financial  statements  are  the  responsibility  of  the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

We  conducted  our  audits  in  accordance with United States generally accepted
auditing  standards.  Those  standards require that we plan and perform an audit
to obtain reasonable assurance whether the consolidated financial statements are
free  of  material  misstatement.  An audit includes examining, on a test basis,
evidence  supporting  the  amounts and disclosures in the consolidated financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audit  provides  a
reasonable  basis  for  our  opinion.

In  our  opinion, these consolidated financial statements present fairly, in all
material  respects, the financial position of the Company as at January 31, 2003
and  2002,  and  the results of its operations and cash flows for the year ended
January  31,  2003, for the period from inception, December 21, 2001, to January
31,  2002,  and for the period from inception, December 21, 2001, to January 31,
2003, in accordance with United States generally accepted accounting principles.

The  accompanying  consolidated financial statements have been prepared assuming
the  Company will continue as a going concern.  As discussed in to Note 1 to the
consolidated  financial  statements,  the Company incurred a net loss of $70,021
since  inception,  has  not attained profitable operations and is dependent upon
obtaining  adequate  financing  to  fulfil  its  exploration  activities.  These
factors  raise  substantial doubt that the Company will be able to continue as a
going concern.  Management's plans in regard to these matters are also discussed
in Note 1.  The consolidated financial statements do not include any adjustments
that  might  result  from  the  outcome  of  this  uncertainty.




Vancouver,  Canada                                    /s/ Morgan & Company
April  25,  2003                                        Chartered  Accountants

Tel: (604) 687-5841           MEMBER OF            P.O. Box 10007 Pacific Centre
Fax: (604) 687-0075             ACPA        Suite 1488 - 700 West Georgia Street
www.morgan-cas.com          INTERNATIONAL               Vancouver, B.C.  V7Y 1A1



<PAGE>


                              DELBROOK CORPORATION
                         (An Exploration Stage Company)

                           CONSOLIDATED BALANCE SHEETS
                            (Stated in U.S. Dollars)

<TABLE>
<CAPTION>


-----------------------------------------------------------
                                           JANUARY  31
                                        2003       2002
-----------------------------------------------------------
<S>                                   <C>        <C>

ASSETS

Current
  Cash                                $ 28,302   $ 92,150

Mineral Property Interest (Note 3)           -          -
                                     ---------------------

                                      $ 28,302   $ 92,150
==========================================================
LIABILITIES

Current
  Accounts payable                    $    923   $  6,077
                                     ---------------------
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
    January 31, 2003 and 2002            9,620      9,620

  Additional paid-in capital            87,780     87,780

Deficit Accumulated During
The Exploration Stage                  (70,021)   (11,327)
                                     ---------------------
                                        27,379     86,073
                                     ---------------------
                                      $ 28,302   $ 92,150
==========================================================

</TABLE>




<PAGE>


                              DELBROOK CORPORATION
                         (An Exploration Stage Company)

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


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                                      INCEPTION    INCEPTION
                                          YEAR       DECEMBER 21  DECEMBER 21
                                          ENDED        2001 TO     2001 TO
                                         JANUARY 31   JANUARY 31  JANUARY 31
                                            2003        2002        2003
--------------------------------------------------------------------------------
<S>                                      <C>         <C>         <C>

Expenses
  Mineral property acquisition and
  exploration expenditures               $    4,824  $    2,300  $ 7,124
  Office and sundry                           1,577           -    1,577
  Rent                                          585         200      785
  Professional fees                          48,273       8,827   57,100
  Transfer agent fees                         1,435           -    1,435
  Consulting fees                             2,000           -    2,000
                                          -------------------------------
Net Loss For The Period                      58,694      11,327  $70,021
                                                                 ========
Deficit Accumulated During The
 Exploration Stage, Beginning Of Period      11,327           -
                                          ----------------------
Deficit Accumulated During The
Exploration Stage, End Of Period         $   70,021  $   11,327
================================================================
Net Loss Per Share                       $     0.01  $     0.01
================================================================

Weighted Average Number
 Of Shares Outstanding                    9,620,000   5,112,683
================================================================

</TABLE>




<PAGE>


                              DELBROOK CORPORATION
                         (An Exploration Stage Company)

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


<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                                                  INCEPTION    INCEPTION
                                       YEAR       DECEMBER 21  DECEMBER 21
                                       ENDED        2001 TO     2001 TO
                                     JANUARY 31   JANUARY 31   JANUARY 31
                                       2003        2002         2003
--------------------------------------------------------------------------------
<S>                                 <C>        <C>        <C>

Cash Flows From Operating
 Activities
  Net loss for the period           $(58,694)  $(11,327)  $(70,021)

Adjustments To Reconcile
 Net Loss To Net Cash Used By
Operating Activities
  Change in accounts payable          (5,154)     6,077        923
                                    -------------------------------
                                     (63,848)    (5,250)   (69,098)
                                    -------------------------------

Cash Flows From Financing Activity
  Issue of share capital                   -     97,400     97,400
                                    -------------------------------

Increase (Decrease) In Cash          (63,848)    92,150     28,302

Cash, Beginning Of Period             92,150          -          -
                                    -------------------------------

Cash, End Of Period                 $ 28,302   $ 92,150   $ 28,302
===================================================================
</TABLE>




<PAGE>


                              DELBROOK CORPORATION
                         (An Exploration Stage Company)

                 CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

                                JANUARY 31, 2003
                            (Stated in U.S. Dollars)


<TABLE>
<CAPTION>

                                           COMMON STOCK
                                   -----------------------------  DEFICIT
                                                                  ACCUMULATED
                                   NUMBER OF          ADDITIONAL  DURING THE
                                   COMMON     PAR     PAID IN     EXPLORATION
                                   SHARES    VALUE    CAPITAL     STAGE      TOTAL
                                  -------------------------------------------------
<S>                               <C>        <C>     <C>       <C>        <C>
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
===================================================================================
</TABLE>




<PAGE>


                              DELBROOK CORPORATION
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JANUARY 31, 2003 AND 2002
                            (Stated in U.S. Dollars)



1.     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 $70,021 for the period from December 21, 2001 (inception)
to  January  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.


2.     SIGNIFICANT  ACCOUNTING  POLICIES

The  consolidated  financial  statements  of  the  Company have been prepared in
accordance  with  generally accepted accounting principles in the United States.
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:

<PAGE>


                              DELBROOK CORPORATION
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JANUARY 31, 2003 AND 2002
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

a)     Consolidation

These  consolidated financial statements include the accounts of the Company and
its  wholly-owned  Canadian  subsidiary,  Delbrook  Mining  Corp.

b)     Mineral  Property  Payments  and  Exploration  Costs

The  Company  expenses  all  costs related to the maintenance and exploration of
mineral claims in which it has secured exploration rights prior to establishment
of  proven  and probable reserves.  To date, the Company has not established the
commercial  feasibility  of  its exploration prospects, therefore, all costs are
being  expensed.

c)     Joint  Venture

The  Company's exploration activity will be conducted jointly with another party
and,  accordingly,  the Company will only account for its proportionate interest
in  such  activity.

d)     Use  of  Estimates

The  preparation  of  consolidated  financial  statements  in  conformity  with
generally  accepted  accounting principles requires management to make estimates
and  assumptions that affect the reported amounts of assets and liabilities, and
disclosure  of contingent assets and liabilities at the date of the consolidated
financial  statements, and the reported amounts of revenues and expenses for the
reporting  period.  Actual  results  could  differ  from  these  estimates.

e)     Foreign  Currency  Translation

The  Company's  functional currency is the U.S. dollar.  Transactions in foreign
currency  are  translated  into  U.S.  dollars  as  follows:

     i)   monetary  items  at  the  rate  prevailing  at the balance sheet date;
     ii)  non-monetary  items  at  the  historical  exchange  rate;
     iii) revenue  and  expense  at  the  average  rate  in  effect  during  the
          applicable  accounting  period.



<PAGE>


                              DELBROOK CORPORATION
                         (An Exploration Stage Company)

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                            JANUARY 31, 2003 AND 2002
                            (Stated in U.S. Dollars)



2.     SIGNIFICANT  ACCOUNTING  POLICIES  (Continued)

f)     Income  Taxes

The  Company  has  adopted Statement of Financial Accounting Standards No. 109 -
"Accounting  for Income taxes" (SFAS 109).  This standard requires the use of an
asset  and  liability approach for financial accounting, and reporting on income
taxes.  If it is more likely than not that some portion or all of a deferred tax
asset  will  not  be  realized,  a  valuation  allowance  is  recognized.

g)     Loss  Per  Share

Loss  per share is calculated using the weighted average number of common shares
outstanding  during  the  period.


3.     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.


4.     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.


<PAGE>


ITEM  8.     CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS ON ACCOUNING AND
FINANCIAL  DISCLOSURE

We  have  had  no  disagreements  with its independent auditors on accounting or
financial  disclosures.


                                    PART III
                                    --------

ITEM  9.     DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT

Our executive officers and directors and their respective ages as of January 31,
2003  are  as  follows:

Directors:

Name  of  Director          Age
----------------------      ---
Peter  Schulhof             40

Executive  Officers:



Name  of  Officer           Age         Office
--------------------        ---         -------
Peter  Schulhof             40          President,  Treasurer  and  Secretary

Set forth below is a brief description of the background and business experience
of  our  sole  executive  officer  and  director.

Mr.  Peter  Schulhof  is  our president, secretary and treasurer and is our sole
member  of  our board of directors.  Mr. Schulhof was appointed to the positions
of  president,  treasurer  and  secretary  on  December  21,  2001.

From  1981  to  1993  Mr.  Schulhof  owned  and operated PVS Automotive Inc., an
automotive  service  centre  for  European  automobiles.  In the late 1980s, Mr.
Schulhof  concentrated his business activities in investment real estate.  Since
1987,  Mr. Schuloff has been the president and director of Spectro International
Trade  Limited,  a  real  estate  investment company.  At Spectro Mr. Schulhof's
responsibilities  consist  primarily  of  inspecting  and  reviewing real estate
properties,  including multi-family developments, for development and investment
potential.

Mr.  Schulhof, does not have formal training as geologist or in the technical or
managerial aspects of management of a mineral exploration company.  Accordingly,
we  will have to rely on the technical services of others trained in appropriate
areas.

We  presently  do not pay our sole director and officer any salary or consulting
fee.  We  anticipate that compensation may be paid to officers in the event that
we  determine  to  proceed with additional exploration programs beyond the first
phase  program.

We  conduct  our  business  through  verbal  agreements  with  consultants  and
arms-length  third parties. Current arrangements in place include the following.
Our  verbal  agreement  with  our  geologist


                                       20

<PAGE>


includes  his  reviewing  all of the results from the exploratory work performed
upon  the site and making recommendations based on those results in exchange for
payments  equal  to  the  usual  and  customary  rates  received  by  geologists
performing similar consulting services. Additionally, we have a verbal agreement
with  our  outside  auditors  to perform requested accounting functions at their
normal  and  customary  rates.  Finally,  we  rent  our office space from Amteck
Corporation  based  upon  a verbal month to month lease at a rate of $125.00 per
month.

Term  of  Office

Our  Directors  are  appointed for a one-year term to hold office until the next
annual  general  meeting  of  our  shareholders  or until removed from office in
accordance  with  our  bylaws.  Our  officers  are  appointed  by  our  board of
directors  and  hold  office  until  removed  by  the  board.

Significant  Employees

We  have  no  significant  employees  other  than  Peter  Schulhof.

Section  16(A)  Beneficial  Ownership  Reporting  Compliance

Section  16(a) of the Exchange Act requires the Company's executive officers and
directors,  and  persons  who  beneficially  own  more  than  ten percent of the
Company's  equity  securities,  to  file  reports  of  ownership  and changes in
ownership  with  the Securities and Exchange Commission. Officers, directors and
greater  than ten percent shareholders are required by SEC regulation to furnish
the  Company  with  copies  of  all  Section 16(a) forms they file. Based on its
review  of  the  copies  of such forms received by it, the Company believes that
during  the  fiscal  year  ended  January  31, 2003 all such filing requirements
applicable  to  its  officers  and  directors  were complied with exception that
reports  were  filed  late  by  the  following  persons:


--------------------------------------------------------------------------------
                                 Number      Transactions      Known  Failures
                                 Of  Late    Not  Timely       To  File  a
Name and Principal  Position     Reports     Reported          Required Form
--------------------------------------------------------------------------------
Peter  Schulhof,  Director,      None          None               None
President, Secretary,
and  Treasurer


--------------------------------------------------------------------------------

                                       21

<PAGE>



ITEM  10.               EXECUTIVE  COMPENSATION

The  table  below  summarizes all compensation awarded to, earned by, or paid to
our executive officers by any person for all services rendered in all capacities
to  us  for  the  fiscal  year  ended January 31, 2003 and the fiscal year ended
January  31,  2002.

Annual  Compensation  Table

<TABLE>
<CAPTION>


                         ANNUAL COMPENSATION       LONG TERM COMPENSATION
                    ----------------------------  ------------------------
                                                Other                           All
                                                Annual                          Other
                                                Com-  Restrict-                 Com-
                                                pen-  ed      Warr-             pen-
                                                sa-   Stock   ants &  LTIP       sa-
Name      Title      Year      Salary  Bonus    tion  Awarded Options payouts($)tion
----      -----      ----      ------  -----  ------- ------- ------- --------- ----
<S>       <C>        <C>       <C>     <C>    <C>     <C>     <C>     <C>       <C>
Peter     Director,  2003         0      0         0        0        0    0       0
Schulhof  President,
          Secretary,
          and
          Treasurer
                     2002         0      0         0        0        0    0       0


</TABLE>


Stock  Option  Grants

We  did  not  grant  any stock options to the executive officers during our most
recent  fiscal  year ended January 31, 2003.  We have also not granted any stock
options  to  the  executive  officers  since  January  31,  2002.


                                       22

<PAGE>



ITEM  11.     SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets  forth  certain information concerning the number of
shares  of  our  common  stock owned beneficially as of January 31, 2003 by: (i)
each person (including any group) known to us to own more than five percent (5%)
of  any  class  of  our voting securities, (ii) each of our directors, and (iii)
officers  and directors as a group. Unless otherwise indicated, the shareholders
listed  possess  sole  voting  and  investment  power with respect to the shares
shown.
<TABLE>
<CAPTION>

--------------------------------------------------------------------------------
                  Name and address           Number of Shares   Percentage  of
Title  of class   of beneficial owner        of Common Stock    Common Stock(1)
--------------------------------------------------------------------------------
<S>               <C>                        <C>                <C>
Common Stock      Peter Schulhof             5,000,000 Shares   51.98%
                  Director, President,
                  Secretary, and Treasurer.
                  Suite 128, 1374 Marine Drive
                  North Vancouver, BC Canada
                  V7P 1T4
--------------------------------------------------------------------------------
Common Stock      All Officers and Directors
                  as a Group
                  (one person)               5,000,000 Shares   51.98%
--------------------------------------------------------------------------------

</TABLE>

(1)     Based  on 9,620,000 shares of our common stock issued and outstanding as
of  January  31,  2003.
================================================================================


Except  as otherwise noted, it is believed that all persons have full voting and
investment  power  with  respect to the shares indicated. Under the rules of the
Securities  and Exchange Commission, a person (or group of persons) is deemed to
be a beneficial owner of a security if he or she, directly or indirectly, has or
shares  the power to vote or to direct the voting of such security, or the power
to  dispose  of or to direct the disposition of such security. Accordingly, more
than  one  person may be deemed to be a beneficial owner of the same security. A
person  is  also  deemed  to  be  a beneficial owner of any security, which that
person  has  the right to acquire within 60 days, such as options or warrants to
purchase  the  Common  Stock  of  the  Company.

Change  In  Control

We  are not aware of any arrangement that might result in a change in control of
our  company  in  the  future.


                                       23

<PAGE>


ITEM  12.     CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

None  of  the  following  parties  has, since our date of incorporation, had any
material  interest,  direct  or  indirect,  in any transaction with us or in any
presently  proposed  transaction  that  has  or  will  materially  affect  us:

     -    Any  of  our  directors  or  officers;
     -    Any  person  proposed  as  a  nominee  for  election  as  a  director;
     -    Any  person  who  beneficially  owns,  directly  or indirectly, shares
          carrying  more  than  10%  of  the  voting  rights  attached  to  our
          outstanding  shares  of  common  stock;
     -    Any  of  our  promoters;
     -    Any  relative  or  spouse  of any of the foregoing persons who has the
          same  house  as  such  person.


                                     PART IV
                                     -------

ITEM  13.     EXHIBITS,  FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K

EXHIBITS  REQUIRED  BY  ITEM  601  OF  FORM  8-K


Exhibit
Number         Description  of  Exhibit
--------------------------------------------------------------------------------
10.1           Amendment  No.1 to the Joint Venture Agreement dated December 17,
               2002.  (1)

10.2           Amendment  No.2 to the Joint Venture Agreement dated February 25,
               2003.  (1)

99.1 and 99.2  Certifications  of  Chief  Executive  Officer and Chief Financial
               Officer  pursuant  to  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  Annual  Report  on  Form  10-KSB

--------------------------------------------------------------------------------



REPORTS  ON  FORM  8-K

None


                                       24

<PAGE>



ITEM  14.     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 within the 90 days prior
to  the  filing  date of this report.  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.

                                       25

<PAGE>


                                   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




By:  /s/ Peter  Schulhof
     --------------------
     Peter  Schulhof
     President,  Secretary,  Treasurer,  and
     Director
     Date:  May  1,  2003


                                       26

<PAGE>

                                 CERTIFICATIONS

I,  Peter  Schulhof,  Chief  Executive  Officer  and  Chief Financial Officer of
Delbrook  Corporation  (the  "Registrant"),  certify  that;

(1)  I  have  reviewed this annual report on Form10-KSB of Delbrook Corporation;

(2)  Based  on  my  knowledge,  this  annual  report does not contain any untrue
     statement  of a material fact or omit to state a material fact necessary to
     make  the  statements  made, in light of the circumstances under which such
     statements  were made, not misleading with respect to the period covered by
     this  annual  report;

(3)  Based  on  my  knowledge,  the  financial  statements,  and other financial
     information  included in this annual report, fairly present in all material
     respects  the  financial condition, results of operations and cash flows of
     the Registrant as of, and for, the periods presented in this annual report.

(4)  The  Registrant's  other  certifying  officers  and  I  are responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in  Exchange  Act  Rules  13a-14  and  15d-14) for the Registrant and have:

     a)   designed  such  disclosure  controls  and  procedures  to  ensure that
          material  information  relating  to  the  Registrant,  including  its
          consolidated  subsidiaries, is made known to us by others within those
          entities,  particularly  during the period in which this annual report
          is  being  prepared;

     b)   evaluated  the  effectiveness  of the Registrant's disclosure controls
          and procedures as of a date within 90 days prior to the filing date of
          this  annual  report  (the  "Evaluation  Date");  and

     c)   presented  in  this  annual  report  our  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

(5)  The  Registrant's  other certifying officers and I have disclosed, based on
     our  most  recent  evaluation,  to  the Registrant's auditors and the audit
     committee  of  Registrant's  board  of directors (or persons performing the
     equivalent  functions):

     a)   all  significant  deficiencies  in the design or operation of internal
          controls  which  could  adversely  affect  the Registrant's ability to
          record,  process,  summarize  and  report  financial  data  and  have
          identified  for  the  Registrant's auditors any material weaknesses in
          internal  controls;  and

     b)   any  fraud, whether or not material, that involves management or other
          employees  who  have  a  significant role in the Registrant's internal
          controls;  and

(6)  The  Registrant's  other  certifying  officers and I have indicated in this
     annual  report  whether  or  not there were significant changes in internal
     controls  or  in  other  facts  that  could  significantly  affect internal
     controls  subsequent  to  the date of our most recent evaluation, including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date:  May  1,  2003               /s/ Peter  Schulhof
                                   ___________________________________
                                   (Signature)
                                   Chief  Executive  Officer  and
                                   Chief  Financial  Officer



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