UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(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, 2011.
OR
o 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 incorporation or organization) | | (I.R.S. Employer Identification No.) |
6767 W. Tropicana Ave., Suite 207Las 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 o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (SS 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o
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):
| Large accelerated Filer | Accelerated filer | Non-accelerated filer (Do not check if a smaller reporting company) | Smaller reporting company |
| o | o | o | 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 o
State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:
At March 31, 2011, 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 o No x
PART I
FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
FINANCIAL STATEMENTS
MARCH 31, 2011
DECEMBER 31, 2010
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
CONTENTS
| CONDENSED FINANCIAL STATEMENTS | | | | |
| | | | | |
| Balance Sheets | | | 1 | |
| | | | | |
| Statements of Operations | | | 2 | |
| | | | | |
| Statements of Cash Flows | | | 3 | |
| | | | | |
| Notes to Financial Statements | | | 4 | |
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
BALANCE SHEETS
| | | March 31, | | | December 31, | |
| | | 2011 | | | 2010 | |
| | | (Unaudited) | | | | |
| ASSETS | | | | | | |
| CURRENT ASSETS | | $ | 0 | | | $ | 0 | |
| Total current assets | | | 0 | | | | 0 | |
| Total assets | | $ | 0 | | | $ | 0 | |
| LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | |
| CURRENT LIABILITIES | | | | | | |
| Accounts payable | | $ | 1,990 | | | | 461 | |
| Officers advances | | | 32,569 | | | | 31,611 | |
| Total current liabilities | | | 34,559 | | | | 32,072 | |
| STOCKHOLDERS’ DEFICIT | | | | | | | | |
| Common stock: $.001 par value; | | | | | | | | |
| authorized 25,000,000 shares; issued | | | | | | | | |
| and outstanding: 3,400,000 shares at | | | | | | | | |
| March 31, 2011 and December 31, 2010 | | | 3,400 | | | | 3,400 | |
| Additional paid-in capital | | | 30,600 | | | | 30,600 | |
| Accumulated deficit during development stage | | | (68,559 | ) | | | (66,072 | ) |
| Total stockholders’ deficit | | | (34,559 | ) | | | (32,072 | ) |
Total liabilities and stockholders’ deficit | | $ | 0 | | | $ | 0 | |
See Accompanying Notes to Financial Statements.
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
STATEMENTS OF OPERATIONS
(UNAUDITED)
| | | | January 14, 2000 | |
| | Three Months Ended | | (inception) to | |
| | March 31, | | March 31, | | March31, | |
| | 2011 | | 2010 | | 2011 | |
| | | | | | | |
General and administrative expenses | | $ | 2,487 | | | $ | 7,719 | | | $ | 68,559 | |
| Operating loss | | | (2,487 | ) | | | (7,719 | ) | | | (68,559 | ) |
| Net loss | | $ | (2,487 | ) | | $ | (7,719 | ) | | $ | (68,559 | ) |
| Net loss per share, basic | | | | | | | | | | | | |
| and diluted | | $ | (0.00 | ) | | $ | (0.00 | ) | | | | |
| Weighted average number of shares | | | | | | | | | | | | |
| of common stock outstanding | | | 3,400,000 | | | | 3,400,000 | | | | | |
See Accompanying Notes to Financial Statements.
PALMDALE EXECUTIVE HOMES, CORP.
(A Development Stage Enterprise)
STATEMENTS OF CASH FLOWS
(UNAUDITED)
| | | Three Months Ended | | | January 14, 2000 (inception) to | |
| | | March 31, | | | March 31, | | | March 31, | |
| | | 2011 | | | 2010 | | | 2011 | |
| Cash Flows From Operating Activities | | | | | | | | | |
| Net loss | | $ | (2,487 | ) | | $ | (7,719 | ) | | $ | (68,559 | ) |
| Adjustments to reconcile net loss | | | | | | | | | | | | |
| to cash used in operating activities: | | | | | | | | | | | | |
| Changes in assets and liabilities | | | | | | | | | | | | |
| Accounts payable | | | 1,529 | | | | 0 | | | | 1,990 | |
| Net cash used in operating activities | | | (958 | ) | | | (7,719 | ) | | | (66,569 | ) |
| 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 | | | 958 | | | | 7,719 | | | | 32,569 | |
| Net cash provided by financing activities | | | 958 | | | | 7,719 | | | | 66,569 | |
| Net change 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.
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 limited operations and, in accordance with FASB ASC 915 DEVELOPMENT STAGE ENITITES” is considered a Development Stage Enterprise. The Company has been in the development stage since formation and has realized minimal revenues from its operations.
The accompanying unaudited financial statements have been prepared in conformity with generally accepted accounting principles in the United States of America. However, certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been omitted or condensed pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). In the opinion of management, all adjustments of a normal recurring nature necessary for a fair presentation have been included. The results for interim periods are not necessarily indicative of results for the entire year. These financial statements and accompanying notes should be read in conjunction with the Company’s annual financial statements and the notes thereto for the fiscal year ended December 31, 2010 included in its Annual Report on Form 10-K.
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, no 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 which raises substantial doubt about the Company’s ability to continue as a going concern. The officers and directors have committed to advancing certain operating costs of the Company.
Note 2. Related Party Transactions
As of March 31, 2011 and December 31, 2010 the company owed officers $32,569 and $31,611 respectively.
Note 3. Subsequent Event.
On April 22, 2011, Tricia A. Nickson sold 2,360,000 shares of her $.001 par value common stock to Santiago Medina. As part of the transaction, Tricia A. Nickson assigned the $32,569 indebtedness to Santiago Medina.
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. Santiago Medina, 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.
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 Accounting Standard Codification"ASC" No. 805, "Business Combinations" and ASC No. 350 - Intangibles - Goodwill and other, ASC 805 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. ASC 350 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 ASC 350 require the completion of an annual impairment test with any impairment recognized in current earnings. The provisions of ASC 805 and ASC 350 may be applicable to any business combination that we may enter into in the future,
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.
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.
Liquidity.
As of March 31, 2011, we had total liabilities of $34,559 and we had a negative working capital of $34,559 . As of December 31, 2010, we had total liabilities of $32,072 and a negative net worth of $32,072.
We have had no revenues from inception through December 31, 2010 and we had no revenues for the period ended March 31, 2011. We have a loss from inception through December 31, 2010 of $66,072 and a loss from inception through March 31, 2011 of $68,559 .
We have officer's advances of $32,569 from inception to March 31, 2011. The officer's advances as of December 31, 2010 were $31,611.
ITEM 3. QUANITATIVE AND QUALILATIVE DISCLOSURES ABOUT MARKET RISK.
Not applicable to smaller reporting companies.
ITEM 4.T. CONTROLS AND PROCEDURES.
Based on an evaluation of our disclosure controls and procedures as of the end of the period covered by this Form 10Q (and the financial statements contained in the report), our president and treasurer have determined that our current disclosure controls and procedures are effective.
There have not been any changes in our internal control over financial reporting (as such term is defined in Rule 13a-15(f) under the Exchange Act) or any other factors during the quarter covered by this report, that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.
Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer (President) and Chief Financial Officer/Treasurer, 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:
| · | Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of our assets; |
| · | 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 |
| · | 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. |
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, thought not eliminate, this risk. Management is responsible for establishing and maintaining adequate internal control over our financial reporting. To avoid segregation of duty due to management accounting size, management had 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 Tread way Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting.
Management has concluded that our internal control over financial reporting was effective as of the quarter ended March 31, 2011.
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
On April 22, 2011, Santiago Medina purchased from Tricia A. Nickson, 2,360,000 shares of the outstanding common stock, $.001 par value, of the Company. As partial consideration for the sale of the shares of common stock from Tricia A. Nickson to Santiago Medina in a non issuer transaction, Tricia A. Nickson assigned all of her right, title and interest to the $32,569 indebted owned to her by the Company to Santiago Medina. Effective as of the filing of this Form 10-Q or May 15, 2011, whichever first occurs, Suzette Major resigned as an officer and director.
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.
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.
| | PALMDALE EXECUTIVE HOMES, CORP. | |
| | | | |
| By: | /s/SUZETTE M. MAJOR | |
| | | Suzette M. Major | |
| | | President and Director | |
| | | | |
| | By: | /s/TRICIA A. NICKSON | |
| | | Tricia A. Nickson | |
| | | Treasurer and Chief Financial Officer | |
