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 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  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










Large acceleratedFiler
Accelerated filer
Non-accelerated filer

(Do not check if a smallerreporting company)
Smallerreportingcompanyo
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 STATEMENTSBalance Sheets


1Statements of Operations


2Statements of Cash Flows


3Notes to Financial Statements


4
 
 PALMDALE EXECUTIVE HOMES, CORP.
 (A Development Stage Enterprise)
 BALANCE SHEETS
 
 March 31,


December 31,2011


2010(Unaudited)ASSETSCURRENT ASSETS

$
0


$
0Total current assets


0



0Total assets

$
0


$
0
 
 LIABILITIES AND STOCKHOLDERS' DEFICITCURRENT LIABILITIESAccounts payable

$
1,990



461Officers advances


32,569



31,611Total current liabilities


34,559



32,072STOCKHOLDERS’ DEFICITCommon stock: $.001 par value;authorized 25,000,000 shares; issuedand outstanding:   3,400,000 shares atMarch 31, 2011 and December 31, 2010


3,400



3,400Additional paid-in capital


30,600



30,600Accumulated deficit during development stage


(68,559
)


(66,072
)Total stockholders’ deficit


(34,559
)


(32,072
)Total liabilities andstockholders’ deficit

$
0


$
0
 
 See Accompanying Notes to Financial Statements.
 
 1
 
 PALMDALE EXECUTIVE HOMES, CORP.
 (A Development Stage Enterprise)
 STATEMENTS OF OPERATIONS
 (UNAUDITED)





January 14, 2000Three Months Ended

(inception) toMarch 31,

March 31,

March31,2011

2010

2011General andadministrative expenses

$
2,487


$
7,719


$
68,559Operating loss


(2,487
)


(7,719
)


(68,559
)Net loss

$
(2,487
)

$
(7,719
)

$
(68,559
)Net loss per share, basicand diluted

$
(0.00
)

$
(0.00
)Weighted average number of sharesof common stock outstanding


3,400,000



3,400,000
 See Accompanying Notes to Financial Statements.
 
 2
 
 PALMDALE EXECUTIVE HOMES, CORP.
 (A Development Stage Enterprise)
 STATEMENTS OF CASH FLOWS
 (UNAUDITED)
 
 Three Months Ended


January 14, 2000

(inception) toMarch 31,


March 31,


March 31,2011


2010


2011Cash Flows From Operating ActivitiesNet loss

$
(2,487
)

$
(7,719
)

$
(68,559
)Adjustments to reconcile net lossto cash used in operating activities:Changes in assets and liabilitiesAccounts payable


1,529



0



1,990Net cash used in operating activities


(958
)


(7,719
)


(66,569
)Cash Flows From Investing Activities


0



0



0Cash Flows From Financing ActivitiesIssuance of common stock


0



0



34,000Increase in officer advances


958



7,719



32,569Net cash provided by financing activities


958



7,719



66,569Net change in cash


0



0



0Cash, beginning of period


0



0


$
0Cash, end of period

$
0


$
0


$
0Supplemental Information and Non-monetary Transactions:Interest paid

$
0


$
0


$
0Taxes paid

$
0


$
0


$
0
 
 See Accompanying Notes to Financial Statements.
 
 3
 
 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.


4





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.





5




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.




6





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.





7





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.




8





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.
  9





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.





10




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.Dated: May 16, 2011
By:
/s/SUZETTE  M. MAJORSuzette M. MajorPresident and DirectorBy:
/s/TRICIA A. NICKSONTricia A. NicksonTreasurer and Chief Financial Officer





11