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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q/A
```

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                                 (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 JUNE 30, 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 June 30, 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/
```

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                                      -2-

   

                                    PART I.

                             FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

                         PALMDALE EXECUTIVE HOMES, CORP.
                        (A Development Stage Enterprise)

                                  JUNE 30, 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
```

```
                                                         June 30,       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                                     15,742           12,185
                                                         ________         ________

            Total current liabilities                    $ 15,742         $ 12,185
                                                         ________         ________

STOCKHOLDERS' DEFICIT
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding: 3,400,000 shares at
        June 30, 2009 and December 31, 2008                 3,400            3,400
     Additional paid in capital                            30,600           30,600
     Accumulated deficit during development stage         (49,742)         (46,185)
                                                         ________         ________

            Total stockholders' deficit                  $(15,742)        $(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
                                   (UNAUDITED)
                                                                                                          Jan. 14, 2000
                                         Three Months Ended                   Six Months Ended           (inception) to
                                     June 30,          June 30,          June 30,          June 30,            June 30,
                                         2009              2008              2009              2008                2009
                                     __________       __________       __________       ___________      ______________

Revenues                             $        0       $        0       $        0       $        0         $        0

Cost of revenue                               0                0                0                0                  0
                                     __________       __________       __________       __________         __________

           Gross profit              $        0       $        0       $        0       $        0         $        0

General, selling and
   administrative expenses                  407            1,558            3,557            3,783             49,742
                                     __________       __________       __________       __________         __________
           Operating loss            $     (407)      $   (1,558)      $   (3,557)      $   (3,783)        $  (49,742)

Nonoperating income (expense)                 0                0                0                0                  0
                                     __________       __________       __________       __________         __________

   Net loss                          $     (407)      $   (1,558)     $   (3,557)      $   (3,783)        $  (49,742)
                                     ==========       ==========       ==========       ==========         ==========

   Net loss per share, basic
   and diluted                       $    (0.00)      $    (0.00)     $    (0.00)      $    (0.00)
                                     ==========       ==========       ==========       ==========

   Average number of shares
   of common stock outstanding        3,400,000        3,400,000        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
                                   (UNAUDITED)
                                                                                       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, June 30, 2009                                                                       (3,557)          (3,150)
                                  ______________    _____________     ____________     ______________    ____________

Balance, June 30, 2009                 3,400,000    $       3,400     $     30,600     $     (49,742)    $    (15,742)
                                  ==============    =============     ============     ==============    =============

</TABLE>

                 See Accompanying Notes to Financial Statements.

                                      -7-

                            PALMDALE EXECUTIVE HOMES, CORP.
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
                                                                                      Jan. 14, 2000
                                                        Six Months Ended             (inception) to
                                                     June 30,          June 30,            June 30,
                                                         2009              2008                2009
                                            _________________      ____________      ______________

Cash Flows From
Operating Activities
    Net loss                                       $   (3,557)      $   (3,783)        $  (49,742)
    Adjustments to reconcile net loss
    to cash used in operating activities:
    Changes in assets and liabilities
    Increase (decrease) in accounts payable                 0           (1,800)                 0
                                                   __________       __________         __________
       Net cash used in operating activities       $   (3,557)      $   (5,583)        $  (49,742)
                                                   __________       __________         __________

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                         3,557            5,583             15,742
                                                   __________       __________         __________

       Net cash provided by financing activities   $    3,557       $    5,583         $   49,742
                                                   __________       __________         __________

       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.

</TABLE>

                                       -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 June 30, 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 June 30, 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 June 30, 2009 and December 31, 2008,  the
company owed officers $15,742 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.

                                      -12-

       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 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.                                        -14-   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. 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 June 30,  2009,  we had total  liabilities  of  $15,861  and we had a
negative net worth of $15,861. 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 June 30,  2009.  We have a loss from  inception
through December 31, 2008 of $49,861 and a loss from inception  through June 30,
2009 of $49,335.

     We have officer's  advances of $15,861 from inception to June 30, 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;

                                      -15-
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       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.

     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 June 30, 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.

                                      -16-

       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.

                                     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.

                                      -17-

                                     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

                                      -18-

 
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