Ronald J. Stauber
A Law Corporation
1880 Century Park East, Suite 315
Los Angeles, California 90067
________
TELEPHONE (310) 556-0080
FACSIMILE (310) 556-3687
February 10, 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, our response of January 26, 2010 and after
discussions with Ethan Horowitz, Staff Accountant, this is our reply so as to
arrive at the proper disclosure language to avoid multiple amendments and
further comments.
The numbers set forth below correspond to the comment numbers in your letter and
the amended responsive language with the proposed location in the next filing.
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:
Securities and Exchange Commission
February 10, 2010
Page 2
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
initially 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. The Company's disclosure
controls and procedures were not effective at December 31, 2008 only 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. Based upon the failure to include management's assessment of
internal controls over financial reporting, the Company's internal
disclosure controls and procedures were not effective as of December 31,
2008.
MATERIAL WEAKNESSES
In January 2010, we made some changes in our internal controls over
financial reporting that addressed the material disclosure weakness 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
omitting the proper disclosures of management's assessment of internal
controls over financial reporting. Also, we initiated changes in our
internal controls over financial reporting that addressed the material
weakness.
Securities and Exchange Commission
February 10, 2010
Page 3
CHANGES IN INTERNAL CONTROLS
There have been no 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 have
materially affected, or is reasonably likely to materially affect, our
internal controls 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 on the effectiveness as at the end of the quarter covered by
this report.
Securities and Exchange Commission
February 10, 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 conclusion in the quarterly
reports 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 the
applicable securities filing regulations that are applicable to us.
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.
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
February 10, 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.