UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q/A (Amendment No. 1)
(Mark One)
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2009
OR
/ / TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
FOR THE TRANSITION FROM _______ TO ________.
COMMISSION FILE NUMBER: 000-52848
PALMDALE EXECUTIVE HOMES, CORP.
_________________________________________________________________
(Exact Name of Small Business Issuer as Specified in its Charter)
Nevada 26-1125521
_______________________________ ___________________
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
6767 W. Tropicana Ave., Suite 207
Las Vegas, NV 89103
________________________________________ __________
(Address of principal executive offices) (Zip code)
Issuer's telephone number: (406) 270-4158
N/A
____________________________________________________
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes /X/ No / /
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
________________________________________________________________________________
Non-accelerated filer Smaller
Large accelerated (Do not check if a smaller reporting
filer Accelerated filer reporting company) company
[ ] [ ] [ ] [X]
________________________________________________________________________________
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes /X/ No / /
State the number of shares outstanding of each of the issuer's classes of common
equity, for the period covered by this report and as at the latest practicable
date:
At March 31, 2009, and as of the date hereof, there were outstanding
3,400,000 shares of the Registrant's Common Stock, $.001 par value.
Transitional Small Business Disclosure Format: Yes / / No /X/
-2-
PART I.
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS.
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
MARCH 31, 2009
DECEMBER 31, 2008
-3-
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
CONTENTS
________________________________________________________________________________
FINANCIAL STATEMENTS
Balance Sheets 5
Statements of Operations 6
Statements of Stockholders' Deficit 7
Statements of Cash Flows 8
Notes to Financial Statements 9-11
________________________________________________________________________________
-4-
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
BALANCE SHEETS
March 31, December 31,
2009 2008
(Unaudited)
_____________ ____________
ASSETS
CURRENT ASSETS $ 0 $ 0
________ ________
Total current assets $ 0 $ 0
________ ________
Total assets $ 0 $ 0
======== ========
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES
Accounts payable $ 0 $ 0
Officers advances 15,335 12,185
________ ________
Total current liabilities $ 15,335 $ 12,185
________ ________
STOCKHOLDERS' DEFICIT
Common stock: $.001 par value;
authorized 25,000,000 shares;
issued and outstanding: 3,400,000 shares at
March 31, 2009 and December 31, 2008 3,400 3,400
Additional paid in capital 30,600 30,600
Accumulated deficit during development stage (49,335) (46,185)
________ ________
Total stockholders' deficit $(15,335) $(12,185)
________ ________
Total liabilities and
stockholders' deficit $ 0 $ 0
======== ========
See Accompanying Notes to Financial Statements.
-5-
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
Jan. 14, 2000
Three Months Ended (inception) to
March 31, March 31, March 31,
2009 2008 2009
________________ ____________ ______________
<S> <C> <C> <C>
Revenues $ 0 $ 0 $ 0
Cost of revenue 0 0 0
__________ __________ __________
Gross profit $ 0 $ 0 $ 0
General, selling and
administrative expenses 3,150 2,225 49,335
__________ __________ __________
Operating loss $ (3,150) $ (2,225) $ (49,335)
Nonoperating income (expense) 0 0 0
__________ __________ __________
Net loss $ (3,150) $ (2,225) $ (49,335)
========== ========== ==========
Net loss per share, basic
and diluted $ (0.00) $ (0.00)
========== ==========
Average number of shares
of common stock outstanding 3,400,000 3,400,000
========== ==========
See Accompanying Notes to Financial Statements.
-6-
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
STATEMENTS OF STOCKHOLDERS' DEFICIT
Accumulated
Deficit
Common Stock Additional During
_______________________________ Paid-In Development
Shares Amount Capital Stage Total
______________ _____________ ____________ ______________ ____________
February 20, 2000, issue
common stock 3,400,000 $ 3,400 $ 30,600 $ 0 $ 34,000
Net loss, December 31, 2000 (35,200) (35,200)
______________ _____________ ____________ ______________ ____________
Balance, December 31, 2000 3,400,000 $ 3,400 $ 30,600 $ (35,200) $ (1,200)
Net loss, December 31, 2001 (200) (200)
______________ _____________ ____________ ______________ ____________
Balance, December 31, 2001 3,400,000 $ 3,400 $ 30,600 $ (35,400) $ (1,400)
Net loss, December 31, 2002 (200) (200)
______________ _____________ ____________ ______________ ____________
Balance, December 31, 2002 3,400,000 $ 3,400 $ 30,600 $ (35,600) $ (1,600)
Net loss, December 31, 2003 (710) (710)
______________ _____________ ____________ ______________ ____________
Balance, December 31, 2003 3,400,000 $ 3,400 $ 30,600 $ (36,310) $ (2,310)
Net loss, December 31, 2004 (200) (200)
______________ _____________ ____________ ______________ ____________
Balance, December 31, 2004 3,400,000 $ 3,400 $ 30,600 $ (36,510) $ (2,510)
Net loss, December 31, 2005 (200) (200)
______________ _____________ ____________ ______________ ____________
Balance, December 31, 2005 3,400,000 $ 3,400 $ 30,600 $ (36,710) $ (2,710)
Net loss, December 31, 2006 (200) (200)
______________ _____________ ____________ ______________ ____________
Balance, December 31, 2006 3,400,000 $ 3,400 $ 30,600 $ (36,910) $ (2,910)
Net loss, December 31, 2007 (4,703) (4,703)
______________ _____________ ____________ ______________ ____________
Balance, December 31, 2007 3,400,000 $ 3,400 $ 30,600 $ (41,613) $ (7,613)
Net loss, December 31, 2008 (4,572) (4,572)
______________ _____________ ____________ ______________ ____________
Balance, December 31, 2008 3,400,000 $ 3,400 $ 30,600 $ (46,185) $ (12,185)
Net loss, March 31, 2009 (3,150) (3,150)
______________ _____________ ____________ ______________ ____________
Balance, March 31, 2009 3,400,000 $ 3,400 $ 30,600 $ (49,335) $ (15,335)
============== ============= ============ ============== =============
See Accompanying Notes to Financial Statements.
-7-
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
Jan. 14, 2000
Three Months Ended (inception) to
March 31, March 31, March 31,
2009 2008 2009
_________________ ____________ ______________
Cash Flows From
Operating Activities
Net loss $ (3,150) $ (2,225) $ (49,335)
Adjustments to reconcile net loss
to cash used in operating activities:
Changes in assets and liabilities
Increase (decrease) in accounts payable 0 300 0
__________ __________ __________
Net cash used in operating activities $ (3,150) $ (1,925) $ (49,335)
__________ __________ __________
Cash Flows From Investing Activities $ 0 $ 0 $ 0
__________ __________ __________
Cash Flows From Financing Activities
Issuance of common stock $ 0 $ 0 $ 34,000
Increase in officer advances 3,150 1,925 15,335
__________ __________ __________
Net cash provided by financing activities $ 0 $ 0 $ 49,335
__________ __________ __________
Net increase (decrease) in cash $ 0 $ 0 $ 0
Cash, beginning of period $ 0 $ 0 $ 0
__________ __________ __________
Cash, end of period $ 0 $ 0 $ 0
========== ========== ==========
Supplemental Information and Non-monetary
Transactions:
Interest paid $ 0 $ 0 $ 0
========== ========== ==========
Taxes paid $ 0 $ 0 $ 0
========== ========== ==========
See Accompanying Notes to Financial Statements.
-8-
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS:
Palmdale Executive Homes Corp. ("Company") was organized January 14, 2000 under
the laws of the State of Nevada. The Company currently has no operations and, in
accordance with Statement of Financial Accounting Standard (SFAS) No. 7,
"ACCOUNTING AND REPORTING BY DEVELOPMENT STAGE ENTERPRISES," is considered a
Development Stage Enterprise.
A SUMMARY OF THE COMPANY'S SIGNIFICANT ACCOUNTING POLICIES IS AS FOLLOWS:
ESTIMATES
The preparation of 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 financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
CASH
For the Statements of Cash Flows, all highly liquid investments with maturity of
three months or less are considered to be cash equivalents. There were no cash
equivalents as of March 31, 2009 and December 31, 2008.
INCOME TAXES
Income taxes are provided based upon the liability method of accounting pursuant
to Statement of Financial Accounting Standards No. 109 "ACCOUNTING FOR INCOME
TAXES." Under this approach, deferred income taxes are recorded to reflect the
tax consequences in future years of differences between the tax basis of assets
and liabilities and their financial reporting amounts at each year-end. A
valuation allowance is recorded against deferred tax assets if management does
not believe the Company has met the "more likely than not" standard imposed by
SFAS No. 109 to allow recognition of such an asset. See Note 5.
Effective November 1, 2007, the Company adopted the Financial Accounting
Standards Board ("FASB") Interpretation No. 48, ACCOUNTING FOR UNCERTAINTY IN
INCOME TAXES--AN INTERPRETATION OF FASB STATEMENT NO. 109 ("FIN 48"). FIN 48
clarifies the accounting for uncertainty in income taxes recognized in an
enterprise's financial statements in accordance with FASB Statement No. 109,
ACCOUNTING FOR INCOME TAXES. FIN 48 prescribes a recognition threshold and
measurement attribute for the financial statement recognition and measurement of
a tax position taken or expected to be taken in a tax return. Additionally, FIN
48 provides guidance on derecognition, classification, interest and penalties,
accounting in interim periods, disclosure, and transition. The adoption of FIN
48 did not have a material impact on the Company's financial position, results
of operation or liquidity. The current Company policy classifies any interest
recognized on an underpayment of income taxes as interest expense and classifies
any statutory penalties recognized on a tax position taken as selling, general
and administrative expense.
-9-
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (continued)
SHARE BASED EXPENSES
In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123R "SHARE BASED PAYMENT." This statement is a revision to SFAS 123 and
supersedes Accounting Principles Board (APB) Opinion No. 25, "Accounting for
Stock Issued to Employees," and amends FASB Statement No. 95, "Statement of Cash
Flows." This statement requires a public entity to expense the cost of employee
services received in exchange for an award of equity instruments. This statement
also provides guidance on valuing and expensing these awards, as well as
disclosure requirements of these equity arrangements. The Company adopted SFAS
No. 123R upon creation of the company and expenses share based costs in the
period incurred.
GOING CONCERN
The Company's financial statements are prepared in accordance with generally
accepted accounting principles applicable to a going concern. This contemplates
the realization of assets and the liquidation of liabilities in the normal
course of business. Currently, the Company does not have cash, or material
assets, nor does it have operations or a source of revenue sufficient to cover
its operation costs and allow it to continue as a going concern. The Company
will be dependent upon the raising of additional capital through placement of
our common stock in order to implement its business plan, or merge with an
operating company. There can be no assurance that the Company will be successful
in either situation in order to continue as a going concern. The officers and
directors have committed to advancing certain operating costs of the Company.
NOTE 2. STOCKHOLDERS' EQUITY
COMMON STOCK
The authorized common stock of the Company consists of 25,000,000 shares with
par value of $0.001. On February 20, 2000 the Company authorized and issued
3,400,000 shares of its $.001 par value common stock in consideration of $34,000
in cash.
The Company has not authorized any preferred stock.
NET LOSS PER COMMON SHARE
Net loss per share is calculated in accordance with FASB ASC 260, "EARNINGS PER
SHARE. The weighted-average number of common shares outstanding during each
period is used to compute basic loss per share. Diluted loss per share is
computed using the weighted averaged number of shares and dilutive potential
common shares outstanding. Dilutive potential common shares are additional
common shares assumed to be exercised.
Basic net loss per common share is based on the weighted average number of
shares of common stock outstanding of 3,400,000 during 2009, 2008, and since
inception. As of March 31, 2009 and December 31, 2008 and since inception, the
Company had no dilutive potential common shares.
-10-
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 3. INCOME TAXES
We did not provide any current or deferred U.S. federal income tax provision or
benefit for any of the periods presented because we have experienced operating
losses since inception. Per Statement of Accounting Standard No. 109 -
Accounting for Income Tax and FASB Interpretation No. 48 - Accounting for
Uncertainty in Income Taxes an interpretation of FASB Statement No.109, when it
is more likely than not that a tax asset cannot be realized through future
income the Company must allow for this future tax benefit. We provided a full
valuation allowance on the net deferred tax asset, consisting of net operating
loss carry-forwards, because management has determined that it is more likely
than not that we will not earn income sufficient to realize the deferred tax
assets during the carry-forward period.
The net federal operating loss carry forward will expire between 2020 and 2028.
This carry forward may be limited upon the consummation of a business
combination under IRC Section 381.
NOTE 4. RELATED PARTY TRANSACTIONS
The Company neither owns nor leases any real or personal property. An officer or
resident agency of the corporation provides office services without charge. Such
costs are immaterial to the financial statements and accordingly, have not been
reflected therein. The officers and directors for the Company are involved in
other business activities and may, in the future, become involved in other
business opportunities. If a specific business opportunity becomes available,
such persons may face a conflict in selecting between the Company and their
other business interest. The Company has not formulated a policy for the
resolution of such conflicts. As of March 31, 2009 and December 31, 2008, the
company owed officers $15,335 and $12,185 respectively.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.
-11-
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The discussion contained herein contains "forward-looking statements" that
involve risk and uncertainties. These statements may be identified by the use of
terminology such as "believes," "expects," "may," "should" or anticipates" or
expressing this terminology negatively or similar expressions or by discussions
of strategy. The cautionary statements made in this Form 10-Q should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-Q. Our actual results could differ materially from those
discussed in this report.
Generally.
The Company intends to seek to acquire assets or shares of an entity
actively engaged in business which generates revenues in exchange for its
securities. The Company and our officers and directors have not enter into any
negotiations or preliminary discussions regarding the possibility of an
acquisition or merger between the Company and such other company as of the date
hereof.
General Business Plan
Our purpose is to seek, investigate and, if such investigation warrants,
acquire an interest in business opportunities presented to it by persons or
firms who or which desire to seek the advantages of a company who has complied
with the 1934 Act. We will not restrict its search to any specific business,
industry, or geographical location and we may participate in a business venture
of virtually any kind or nature. This discussion of the proposed business is
purposefully general and is not meant to be restrictive of our virtually
unlimited discretion to search for and enter into potential business
opportunities. Management anticipates that it may be able to participate in only
one potential business venture because we have nominal assets and limited
financial resources. This lack of diversification should be considered a
substantial risk to our shareholders because it will not permit us to offset
potential losses from one venture against gains from another.
We may seek a business opportunity with entities which have recently
commenced operations, or which wish to utilize the public marketplace in order
to raise additional capital in order to expand into new products or markets, to
develop a new product or service, or for other corporate purposes.
We anticipate that the selection of a business opportunity in which to
participate will be complex and extremely risky. Due to general economic
conditions, rapid technological advances being made in some industries and
shortages of available capital, management believes that there are numerous
firms seeking the benefits of an issuer who has complied with the 1934 Act. Such
benefits may include facilitating or improving the terms on which additional
equity financing may be sought, providing liquidity for incentive stock options
or similar benefits to key employees, providing liquidity (subject to
restrictions of applicable statutes), for all shareholders.
We have made no determination as to whether we will continue to file
periodic reports since our obligation to file such reports is not required under
the 1934 Act. Tricia A. Nickson, our majority shareholder, has agreed to provide
the necessary funds, without interest, for the Company to comply with the 1934
Act reporting requirements, provided that she is an officer and director of the
Company when the obligation is incurred. It is our present intent to continue to
comply with all of the reporting requirements under the 1934 Act.
It is anticipated that we will incur nominal expenses in the implementation
of our business plan described herein. Because we have no capital with which to
pay these anticipated expenses, present management of the Company will pay these
charges with their personal funds, as interest free loans to the Company or as
capital contributions. However, if loans, the only opportunity which management
has to have these loans repaid will be from a prospective merger or acquisition
candidate.
-12-
Acquisition of Opportunities
In implementing a structure for a particular business acquisition, we may
become a party to a merger, consolidation, reorganization, joint venture, or
licensing agreement with another corporation or entity. We may also acquire
stock or assets of an existing business. On the consummation of a transaction,
it is probable that the present management and shareholders of the Company will
no longer be in control of the Company. In addition, our directors may, as part
of the terms of the acquisition transaction, resign and be replaced by new
directors without a vote of our shareholders or may sell her stock in the
Company.
It is anticipated that any securities issued in any such reorganization
would be issued in reliance upon exemption from registration under applicable
federal and state securities laws. It is anticipated that it will also be a
method of taking a private company public known as a "back door" 1934 Act
registration procedure. While the actual terms of a transaction to which the
Company may be a party cannot be predicted, it may be expected that the parties
to the business transaction will find it desirable to avoid the creation of a
taxable event and thereby structure the acquisition in a so-called "tax-free"
reorganization under Sections 368(a)(1) or 351 of the Internal Revenue Code.
We will participate in a business opportunity only after the negotiation
and execution of appropriate written agreements. Although the terms of such
agreements cannot be predicted, generally such agreements will require some
specific representations and warranties by all of the parties thereto, will
specify certain events of default, will detail the terms of closing and the
conditions which must be satisfied by each of the parties prior to and after
such closing, will outline the manner of bearing costs, including costs
associated with the Company's attorneys and accountants, will set forth remedies
on default and will include miscellaneous other terms.
Our present intent is that we will not acquire or merge with any entity
which cannot provide independent audited financial statements at the time of
closing of the proposed transaction and supply other information that is
normally disclosed in filings with the Securities and Exchange Commission. We
are subject to all of the reporting requirements included in the 1934 Act. These
rules are intended to protect investors by detering fraud and abuse in the
securities markets through the use of shell companies. Included in these
requirements is the affirmative duty of the Company to file independent audited
financial statements as part of its Form 8-K to be filed with the Securities and
Exchange Commission upon consummation of a merger or acquisition, as well as the
Company's audited financial statements included in its annual report on Form
10-K. In addition, in the filing of the Form 8-K that we file to report an event
that causes us to cease being a shell company, we are required to include that
information that is normally reported by a company in its original Form 10.
Accounting for a Business Combination
In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards "SFAS" No. 141, "Business Combinations" and SFAS
No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires business
combinations initiated after June 30, 2001 to be accounted for using the
purchase method of accounting, and broadens the criteria for recording
intangible assets separate from goodwill. Recorded goodwill and intangibles will
be evaluated against these new criteria and may result in certain intangibles
being subsumed into goodwill, or alternatively, amounts initially recorded as
goodwill may be separately identified an recognized apart from goodwill. SFAS
No. 142 requires the use of a non-amortization approach to account for purchased
goodwill and certain intangibles. Under a non-amortization approach, goodwill
and certain intangibles is more than its fair value. Goodwill is the excess of
the acquisition costs of the acquired entity over the fair value of the
identifiable net assets acquired. The Company is required to test goodwill and
intangible assets that are determined to have an indefinite life for impairments
at least annually. The provisions of SFAS No. 142 require the completion of an
annual impairment test with any impairment recognized in current earnings. The
provisions of SFAS No. 141 and SFAS No. 142 may be applicable to any business
combination that we may enter into in the future.
-13-
We have also been informed that most business combinations will be
accounted for as a reverse acquisition with us being the surviving registrant.
As a result of any business combination, if the acquired entity's shareholders
will exercise control over us, the transaction will be deemed to be a capital
transaction where we are treated as a non-business entity. Therefore, the
accounting for the business combination is identical to that resulting from a
reverse merger, except no goodwill or other intangible assets will be recorded.
For accounting purposes, the acquired entity will be treated as the accounting
acquirer and, accordingly, will be presented as the continuing entity.
Shell Issues.
The Securities and Exchange Commission has adopted a rule (Rule 419) which
defines a blank-check company as (i) a development stage company, that is (ii)
offering penny stock, as defined by Rule 3a51-1, and (iii) that has no specific
business plan or purpose or has indicated that its business plan is engage in a
merger or acquisition with an unidentified company or companies. We have been
informed that the Securities and Exchange Commission position is that the
securities issued by all blank check companies that are issued in unregistered
offerings must be registered with the Commission before resale. At the time that
our shareholders acquired our stock in 1992, we had a specific business plan and
purpose. In addition, Rule 419 is applicable only if a registration statement is
filed covering an offering of a penny stock by a blank check company.
On June 29, 2005, the Securities and Exchange Commission adopted final
rules amending the Form S-8 and the Form 8-K for shell companies like us. The
amendments expand the definition of a shell company to be broader than a company
with no or nominal operations/assets or assets consisting of cash and cash
equivalents, the amendments prohibit the use of a From S-8 (a form used by a
corporation to register securities issued to an employee, director, officer,
consultant or advisor, under certain circumstances), and revise the Form 8-K to
require a shell company to include current Form 10 information, including
audited financial statements, in the filing on Form 8-K that the shell company
files to report the acquisition of the business opportunity. The rules are
designed to assure that investors in shell companies that acquire operations or
assets have access on a timely basis to the same kind of information as is
available to investors in public companies with continuing operations.
On February 15, 2008, the Securities and Exchange Commission adopted final
rules amending Rule 144 (and Rule 145) for shell companies like us. The
amendments currently in full force and effect provide that the current revised
holding periods applicable to affiliates and non-affiliates is not now available
for securities currently issued by either a reporting or non-reporting shell
company, unless certain conditions are met. An investor will be able to resell
securities issued by a shell company subject to Rule 144 conditions if the
reporting or non-reporting issuer (i) had ceased to be a shell, (ii) is subject
to the Exchange Act reporting obligations, (iii) has filed all required Exchange
Act reports during the proceeding twelve months, and (iv) at least 90 days has
elapsed from the time the issuer has filed the "Form 10 Information" reflecting
the fact that it had ceased to be a shell company before any securities were
sold Rule 144. The amendment to Rule 144(i)(1)(i) was not intended to capture a
"startup company," or a company with a limited operating history or the shares
originally issued by us in 2000.
Financial Condition.
Our auditor's going concern opinion for the prior year ended and the
notation in the financial statements indicate that we do not have significant
cash or other material assets and that we are relying on advances from
stockholders, officers and directors to meet limited operating expenses. We do
not have sufficient cash or other material assets or do we have sufficient
operations or an established source of revenue to cover our operational costs
that would allow us to continue as a going concern. We are insolvent in that we
are unable to pay our debts in the ordinary course of business as they become
due.
-14-
Liquidity and Operational Results.
The Company has no current operating history and does not have any revenues
or earnings from operations. The Company has no assets or financial resources.
We will, in all likelihood, sustain operating expenses without corresponding
revenues, at least until the consummation of a business combination. This may
result in the Company incurring a net operating loss that will increase
continuously until the Company can consummate a business combination with a
profitable business opportunity. There is no assurance that the Company can
identify such a business opportunity and consummate such a business combination.
We are dependent upon our officers to meet any de minimis costs that may
occur. Tricia A. Nickson, an officer and director of the Company, has agreed to
provide the necessary funds, without interest, for the Company to comply with
the 1934 Act; provided that she is an officer and director of the Company when
the obligation is incurred. All advances are interest-free.
Liquidity.
As of March 31, 2009, we had total liabilities of $15,335 and we had a
negative net worth of $15,335. As of December 31, 2008, we had total liabilities
of $12,185 and a negative net worth of $12,185.
We have had no revenues from inception through December 31, 2008 and we had
no revenues for the period ended March 31, 2009. We have a loss from inception
through December 31, 2008 of $46,185 and a loss from inception through March 31,
2009 of $49,335.
We have officer's advances of $15,335 from inception to March 31, 2009. The
officer's advances as of December 31, 2008 were $12,185.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
ITEM 4. CONTROLS AND PROCEDURES.
Internal control over financial reporting refers to the process designed
by, or under the supervision of, our Chief Executive Officer and Chief Financial
Officer, and effected by our Board of Directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles, and includes those policies and
procedures that:
o Pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of our
assets;
o Provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance
with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorization
of our management and directors; and
o Provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisitions, use or disposition of our assets that
could have a material effect on the financial statements.
-15-
Internal control over financial reporting cannot provide absolute assurance
of achieving financial reporting objectives because of its inherent limitations.
It is a process that involves human diligence and compliance and is subject to
lapses in judgment and breakdowns resulting from human failures. It also can be
circumvented by collusion or improper management override.
Because of such limitations, there is a risk that material misstatements
may not be prevented or detected on a timely basis by internal control over
financial reporting. However, these inherent limitations are known features of
the financial reporting process. Therefore, it is possible to design into the
process certain safeguards to reduce, though not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal
control over our financial reporting. To avoid segregation of duties due to
management accounting size, management has engaged an outside CPA to assist in
the financial reporting.
Management has used the framework set forth in the report entitled Internal
Control - Integrated Framework published by the Committee of Sponsoring
Organizations of the Treadway Commission, known as COSO, to evaluate the
effectiveness of our internal control over financial reporting. Based upon this
assessment, management has concluded that our internal control over financial
reporting was effective for the quarter ended March 31, 2009.
The Company is not an "accelerated filer" for the 2008 fiscal year because
it is qualified as a "small business issuer." Hence, under current law, the
internal controls certification and attestation requirements of Section 404 of
the Sarbanes-Oxley act will not apply to the Company.
Our disclosure controls and procedures (as defined in Exchange Act Rule
13a-15(e)) are designed to provide reasonable assurance that information
required to be disclosed in our reports filed or submitted under the Securities
Exchange Act of 1934, such as this quarterly report on Form 10-Q, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms. Our disclosure controls
and procedures are also designed to ensure that such information is accumulated
and communicated to our management, including our Chief Executive Officer and
Chief Financial Officer, to allow timely decisions regarding required
disclosure.
Our Chief Executive Officer and Chief Financial Officer have conducted an
evaluation of the effectiveness of our disclosure controls and procedures. We
perform this evaluation on a quarterly basis so that the conclusions concerning
the effectiveness of our disclosure controls and procedures can be reported in
our quarterly reports on Form 10-Q and annual report on Form 10-K. Based on this
evaluation, our Chief Executive Officer and Chief Financial Officer are required
to conclude on the effectiveness of the disclosure controls and procedures as at
the end of the quarter covered by this report.
The Company's disclosure controls and procedures were not effective at each
of March 31, 2009, June 30, 2009 and September 30, 2009, due to the Company's
inadvertent failure to include in its conclusion in the quarterly reports on
Form 10-Q for quarters thereafter ended management's assessment of disclosures
controls and procedures.
As a result of our ineffective controls and procedures, we took and are
taking measures to enhance the ability of our systems of disclosure controls and
procedures to timely identify and respond to changes in the applicable
securities filing regulations that are applicable to us.
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Changes in Internal Controls
There were no changes in our internal controls over financial reporting
that occurred during the period covered by this report that have materially
affected, or is reasonably likely to materially affect our internal controls
over financial reporting.
In January 2010, we initiated changes in our internal controls over
financial reporting that addressed our material weakness. We instituted new
reporting and approval procedures that have remediated the disclosed material
weakness and we further concluded that our internal controls over financial
reporting was effective for the prior reported quarter.
PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.................................................None
ITEM 1A. RISK FACTORS.
There has been no material change in the risk factors previously disclosed.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.......None
ITEM 3. DEFAULTS BY THE COMPANY ON ITS SENIOR SECURITIES..................None
ITEM 4. SUBMISSION OF MATTER TO VOTE OF SECURITY HOLDERS..................None
ITEM 5. OTHER INFORMATION.................................................None
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
There were no reports on Form 8-K filed during the quarter for which this
report is filed. The following exhibits are filed with this report:
31.1 Rule 13a-14(a)/15d-14(a) - Certification of Chief Executive
Officer.
31.2 Rule 13a-14(a)/15d-14(a) - Certification of Chief Financial
Officer.
32.1 Section 1350 Certification - Chief Executive Officer.
32.1 Section 1350 Certification - Chief Financial Officer.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Dated: March 23, 2010
PALMDALE EXECUTIVE HOMES, CORP.
By: /s/ SUZETTE M. MAJOR
_____________________________________
Suzette M. Major
President
By: /s/ TRICIA A. NICKSON
_____________________________________
Tricia A. Nickson
Secretary and Treasurer
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