Ronald J. Stauber
A Law Corporation
1880 Century Park East, Suite 315
Los Angeles, California 90067
________
TELEPHONE (310) 556-0080
FACSIMILE (310) 556-3687
January 26, 2010
Securities and Exchange Commission
450 Fifth Street NW
Washington, DC 20549
Re: Palmdale Executive Homes, Corp.
File No. 000-52848
Form 10-K/A for the Fiscal Year Ended
December 31, 2008
Filed March 27, 2009
Form 10-Q/A for the Quarterly Period Ended
September 30, 2009, March 31, 2009
and June 30, 2008
Gentlemen:
This is in reference to that certain letter of December 23, 2009 addressed to
the above mentioned registrant and the request by the Securities and Exchange
Commission that the registrant respond to those comments within ten (10)
business days or the registrant provide you with information as to when it will
be responding. This letters has been prepared, after discussions with Ethan
Horowitz, Staff Accountant, so as to arrive at the proper disclosure language to
avoid multiple amendments and further comments. Registrant and our office
appreciates this opportunity.
This letter has also been prepared concurrently with the request by the
Securities and Exchange Commission with a ten (10) day follow up letter of no
response and unresolved comments.
Securities and Exchange Commission
January 26, 2010
Page 2
The numbers set forth below correspond to the comment numbers in your letter and
the responsive language contained therein sets forth the proposed location in
the next filing and the added language.
1. The Form 10-K/A filed on April 6, 2009 will be further amended with the
following language added on page 27 immediately before the last paragraph on
that page:
An evaluation as of the end of the period covered by this report was
carried out under the supervision and with the participation of
management, including our Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures (as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934 [the "Exchange
Act"]). Based upon that evaluation, the Chief Executive Officer and
Chief Financial Officer had concluded that those disclosure controls
and procedures were effective in providing reasonable assurance that
information required to be disclosed in the reports that we file or
submit under the Exchange Act is recorded, processed, summarized and
reported, within the time period specified in the Commission's rules
and form. This was not correct. The Company's disclosure controls and
procedures were not effective at December 31, 2008 due to the Company's
inadvertent failure to include in its Annual Report on Form 10-K or
10-K/A, management's assessment of internal controls over financial
reporting.
Changes in Internal Controls
In January 2010, we made some changes in our internal control over
financial reporting that addressed the material weaknesses which
resulted in this Form 10K/A and the subsequent Form 10-Q's for the
current quarters ended March 31, 2009, June 30, 2009 and September 30,
2009 to be disclosed. Also, we initiated changes in our internal
control over financial reporting that addressed the material
weaknesses. We concurrently instituted new reporting and approval
procedures that have remediated the disclosed material weakness and we
further concluded that our internal control over financial reporting
reflects that our disclosure controls and procedures were effective.
Securities and Exchange Commission
January 26, 2010
Page 3
There have not been any other changes in our internal controls over
financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under
the Exchange Act) that occurred during the period covered by this
report that has materially affected, or is reasonably likely to
materially affect, our internal control over financial reporting.
2. The Form 10-Q's filed on May 12, 2009 (March 31, 2009), July 24, 2009 (June
30, 2009) and November 11, 2009 (September 30, 2009) will be amended with the
following language added on page 15 immediately before the last paragraph on
that page:
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
that our disclosure controls and procedures were effective as at the
end of the quarter covered by this report.
Securities and Exchange Commission
January 26, 2010
Page 4
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 Annual Report on
Form 10-K/A for the year ended December 31, 2008 and the quarterly
report on Form 10-Q for quarters thereafter ended management's
assessment of internal controls over financial reporting.
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
securities filing regulations that are applicable to us.
Our disclosure controls and procedures were and are now effective for
this current report.
Changes in Internal Controls
In January 2010, we initiated changes in our internal control over
financial reporting that addressed the material weaknesses. We
instituted new reporting and approval procedures that have remediated
the disclosed material weakness and we further concluded that our
internal control over financial reporting was effective for the prior
reported quarter.
3. The first signature section will be amended to read as follows:
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
Securities and Exchange Commission
January 26, 2010
Page 5
Management believes that the above added language accurately and adequately
discloses the "shortcomings" and the remedial action and I will telephone you
within the next two days to determine and discuss the changes prior to preparing
the amendments. Your courtesies in this matter are greatly appreciated.
Sincerely,
/s/ RONALD J. STAUBER
_____________________
Ronald J. Stauber
RJS/jp
cc: Palmdale Executive Homes, Corp.