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


                                   FORM 10-Q/A
                               (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 MARCH 31, 2008

                                        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.)


          59 Tennis Club Drive
        Rancho Mirage, California                                       92270
________________________________________                              __________
(Address of principal executive offices)                              (Zip code)


                   Issuer's telephone number: (714) 524-2198


                                       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 March 31, 2008, 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/


                                      -1-


<PAGE>






                                    PART I.

                             FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.




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




                                 MARCH 31, 2008
                                DECEMBER 31, 2007



















                                      -2-


<PAGE>




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

                                    CONTENTS









________________________________________________________________________________

FINANCIAL STATEMENTS

   Balance Sheets                                                             4

   Statements of Operations                                                   5

   Statements of Stockholders' Deficit                                        6

   Statements of Cash Flows                                                   7

   Notes to Financial Statements                                           8-12
________________________________________________________________________________








                                      -3-


<PAGE>

<TABLE>
<CAPTION>


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


                                                        March 31,       December 31,
                                                             2008               2007
                                                    _____________       ____________
<S>                                                      <C>              <C>
                                     ASSETS

CURRENT ASSETS                                           $      0         $      0
                                                         ________         ________

            Total current assets                         $      0         $      0
                                                         ________         ________

                   Total assets                          $      0         $      0
                                                         ========         ========


                      LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Accounts payable                                    $  2,100         $  1,800
     Officers advances                                      7,613            5,813
                                                         ________         ________

            Total current liabilities                    $  9,713         $  7,613
                                                         ________         ________

STOCKHOLDERS' DEFICIT
     Common stock: $.001 par value;
        authorized 25,000,000 shares;
        issued and outstanding: 3,400,000 shares at
        March 31, 2008 and December 31, 2007.               3,400            3,400

     Additional paid in capital                            30,600           30,600
     Accumulated deficit during development stage         (43,713)         (41,613)
                                                         ________         ________

            Total stockholders' deficit                  $ (9,713)        $ (7,613)
                                                         ________         ________
                   Total liabilities and
                   stockholders' deficit                 $      0         $      0
                                                         ========         ========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                      -4-


<PAGE>

<TABLE>
<CAPTION>


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


                                                                                      Jan. 14, 2000
                                                Quarter Ended        Year Ended      (inception) to
                                                    March 31,      December 31,           March 31,
                                                         2008              2007                2008
                                                _____________      ____________      ______________
<S>                                                <C>              <C>                <C>

Revenues                                           $        0       $        0         $        0

Cost of revenue                                             0                0                  0
                                                   __________       __________         __________

           Gross profit                            $        0       $        0         $        0

General, selling and administrative expenses            2,100            4,703             43,713
                                                   __________       __________         __________
           Operating loss                          $   (2,100)      $   (4,703)        $  (43,713)

Nonoperating income (expense)                               0                0                  0
                                                   __________       __________         __________

   Net loss                                        $   (2,100)      $   (4,703)        $  (43,713)
                                                   ==========       ==========         ==========

   Net loss per share, basic
   and diluted                                     $    (0.00)      $    (0.00)        $    (0.01)
                                                   ==========       ==========         ==========

   Average number of shares
   of common stock outstanding                      3,400,000        3,400,000
                                                   ==========       ==========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                      -5-


<PAGE>

<TABLE>
<CAPTION>


                         PALMDALE EXECUTIVE HOMES, CORP.
                        (A Development Stage Enterprise)
                       STATEMENTS OF STOCKHOLDERS' DEFICIT

                                                                                       Accumulated
                                                                                         Deficit
                                         Common Stock                  Additional        During
                                  _______________________________       Paid-In        Development
                                      Shares           Amount           Capital           Stage             Total
                                  ______________    _____________     ____________     ______________    ____________


<S>                                    <C>          <C>               <C>              <C>               <C>
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, March 31, 2008                                                                      (2,100)          (2,100)
                                  ______________    _____________     ____________     ______________    ____________
Balance, March 31, 2008                3,400,000    $       3,400     $     30,600     $     (43,713)    $     (9,713)
                                  ==============    =============     ============     ==============    =============

</TABLE>


                 See Accompanying Notes to Financial Statements.


                                      -6-


<PAGE>

<TABLE>
<CAPTION>


                         PALMDALE EXECUTIVE HOMES, CORP.
                        (A Development Stage Enterprise)
                            STATEMENTS OF CASH FLOWS


                                                                                      Jan. 14, 2000
                                                Quarter Ended        Year Ended      (inception) to
                                                    March 31,      December 31,           March 31,
                                                         2008              2007                2008
                                            _________________      ____________      ______________
<S>                                                <C>              <C>                <C>

Cash Flows From
Operating Activities
    Net loss                                       $   (2,100)      $   (4,703)        $  (43,713)
    Adjustments to reconcile net loss
         to cash used in operating activities:
    Changes in assets and liabilities
    Increase (decrease) in accounts payable               300             (110)             2,100
                                                   __________       __________         __________
       Net cash used in operating activities       $   (1,800)      $   (4,813)        $  (41,613)
                                                   __________       __________         __________

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                         1,800            4,813              7,613
                                                   __________       __________         __________

       Net cash provided by financing activities   $    1,800       $    4,813         $   41,613
                                                   __________       __________         __________
       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
                                                   ==========       ==========         ==========
   Income taxes paid                               $        0       $        0         $        0
                                                   ==========       ==========         ==========


                 See Accompanying Notes to Financial Statements.

</TABLE>

                                       -7-


<PAGE>


                         PALMDALE EXECUTIVE HOMES, CORP.
                        (A Development Stage Enterprise)
                          NOTES TO FINANCIAL STATEMENTS


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 March 31, 2008 and December 31, 2007.

INCOME TAXES

Income  taxes are  provided  for using the  liability  method of  accounting  in
accordance with SFAS No. 109 "ACCOUNTING FOR INCOME TAXES," and clarified by FIN
48,  "ACCOUNTING  FOR  UNCERTAINTY IN INCOME  TAXES--AN  INTERPRETATION  OF FASB
STATEMENT  NO.  109." A deferred  tax asset or  liability  is  recorded  for all
temporary differences between financial and tax reporting. Temporary differences
are the differences  between the reported  amounts of assets and liabilities and
their tax basis.  Deferred tax assets are reduced by a valuation allowance when,
in the opinion of  management,  it is more likely than not that some  portion or
all of the  deferred  tax assets will not be  realized.  Deferred tax assets and
liabilities  are adjusted for the effect of changes in tax laws and rates on the
date of enactment.

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.


                                      -8-


<PAGE>


                         PALMDALE EXECUTIVE HOMES, CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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 in order to continue as a going  concern.  The officers and
directors have committed to advancing certain operating costs of the Company.

RECENT ACCOUNTING PRONOUNCEMENTS

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements" (SFAS
157).  SFAS 157  provides  guidance  for using fair value to measure  assets and
liabilities.  SFAS 157  addresses  the  requests  from  investors  for  expanded
disclosure about the extent to which companies measure assets and liabilities at
fair value,  the  information  used to measure fair value and the effect of fair
value  measurements  on  earnings.  SFAS 157 applies  whenever  other  standards
require (or permit) assets or liabilities to be measured at fair value, and does
not expand the use of fair value in any new circumstances. SFAS 157 is effective
for financial  statements  issued for fiscal years  beginning after November 15,
2007 and will be adopted  by the  Company  in the first  quarter of fiscal  year
2009. We do not expect that the adoption of SFAS 157 will have a material impact
on our financial condition or results of operations.

FAS 123(R)-5 was issued on October 10, 2006.  The FSP provides that  instruments
that were originally issued as employee compensation and then modified, and that
modification is made to the terms of the instrument  solely to reflect an equity
restructuring  that occurs when the  holders  are no longer  employees,  then no
change in the recognition or the measurement (due to a change in classification)
of those  instruments  will result if both of the following  conditions are met:
(a).  There is no increase in fair value of the award (or the ratio of intrinsic
value to the exercise  price of the award is  preserved,  that is, the holder is
made  whole),  or the  antidilution  provision  is not added to the terms of the
award in contemplation of an equity  restructuring;  and (b). All holders of the
same class of equity instruments (for example, stock options) are treated in the
same manner.  The provisions in this FSP shall be applied in the first reporting
period  beginning after the date the FSP is posted to the FASB website.  We will
evaluate whether the adoption will have any impact on your financial statements.

In February 2007, the Financial  Accounting  Standards Board issued Statement of
Financial  Accounting  Standards  No. 159,  "The Fair Value Option for Financial
Assets and Financial  Liabilities - Including an amendment of FASB Statement No.
115" (hereinafter  "SFAS No. 159"). This statement permits entities to choose to
measure many financial  instruments  and certain other items at fair value.  The
objective  is to improve  financial  reporting by  providing  entities  with the
opportunity  to mitigate  volatility  in reported  earnings  caused by measuring
related assets and liabilities differently without having to apply complex hedge
accounting  provisions.  This  statement  is  expected to expand the use of fair
value  measurement,  which is consistent with the Board's long-term  measurement
objectives for accounting for financial instruments. This statement is effective


                                      -9-


<PAGE>


                         PALMDALE EXECUTIVE HOMES, CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 1.  NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

as of the beginning of an entity's  first fiscal year that begins after November
15, 2007, although earlier adoption is permitted.  Management has not determined
the effect that adopting this  statement  would have on the Company's  financial
condition or results of operations.

In December  2007,  the FASB  issued SFAS  141(R),  "Business  Combinations--  a
replacement  of FASB  Statement  No.  141." This  Statement  replaces  SFAS 141,
"Business  Combinations,"  and  requires  an acquirer  to  recognize  the assets
acquired,  the liabilities  assumed,  including  those arising from  contractual
contingencies,  any contingent consideration, and any noncontrolling interest in
the acquiree at the acquisition  date,  measured at their fair values as of that
date,  with  limited  exceptions  specified in the  statement.  SFAS 141(R) also
requires the acquirer in a business  combination  achieved in stages  (sometimes
referred to as a step  acquisition)  to recognize  the  identifiable  assets and
liabilities, as well as the noncontrolling interest in the acquiree, at the full
amounts of their fair values (or other amounts  determined  in  accordance  with
SFAS  141(R)).   In  addition,   SFAS  141(R)'s   requirement   to  measure  the
noncontrolling interest in the acquiree at fair value will result in recognizing
the goodwill  attributable  to the  noncontrolling  interest in addition to that
attributable to the acquirer.  SFAS 141(R) amends SFAS No. 109,  "Accounting for
Income Taxes," to require the acquirer to recognize changes in the amount of its
deferred tax benefits that are  recognizable  because of a business  combination
either in income from continuing  operations in the period of the combination or
directly in contributed capital, depending on the circumstances.  It also amends
SFAS 142,  "Goodwill  and Other  Intangible  Assets,"  to,  among other  things,
provide guidance on the impairment  testing of acquired research and development
intangible  assets and assets that the acquirer  intends not to use. SFAS 141(R)
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual  reporting  period beginning on or
after  December 15, 2008. We are currently  assessing the potential  impact that
the adoption of SFAS 141(R) could have on our financial statements.

In  December  2007,  the FASB  issued  SFAS 160,  "Noncontrolling  Interests  in
Consolidated Financial Statements." SFAS 160 amends Accounting Research Bulletin
51, "Consolidated  Financial  Statements," to establish accounting and reporting
standards  for  the  noncontrolling   interest  in  a  subsidiary  and  for  the
deconsolidation  of a  subsidiary.  It  also  clarifies  that  a  noncontrolling
interest in a subsidiary  is an ownership  interest in the  consolidated  entity
that should be reported as equity in the consolidated financial statements. SFAS
160 also  changes the way the  consolidated  income  statement  is  presented by
requiring  consolidated  net income to be reported at amounts  that  include the
amounts attributable to both the parent and the noncontrolling interest. It also
requires disclosure, on the face of the consolidated statement of income, of the
amounts  of  consolidated  net  income  attributable  to the  parent  and to the
noncontrolling  interest.  SFAS 160 requires  that a parent  recognize a gain or
loss in net income when a subsidiary  is  deconsolidated  and requires  expanded
disclosures in the consolidated  financial  statements that clearly identify and
distinguish  between the interests of the parent owners and the interests of the
noncontrolling owners of a subsidiary. SFAS 160 is effective for fiscal periods,
and interim  periods  within those fiscal years,  beginning on or after December
15, 2008. We are currently  assessing the potential  impact that the adoption of
SFAS 141(R) could have on our financial statements.


                                      -10-


<PAGE>


                         PALMDALE EXECUTIVE HOMES, CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


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  $0.001  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 SFAS No. 128,  "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 2008,  2007, and since
inception. As of March 31, 2008 and since inception, the Company had no dilutive
potential common shares.

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  carryforwards,  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 carryforward period.

The  components of the Company's  deferred tax asset as of December 31, 2007 and
December 31, 2006 are as follows:

                                               2007           2006
                                             ________       ________

       Net operating loss carryforward       $ 14,565       $ 12,919
       Valuation allowance                    (14,565)       (12,919)
                                             ________       ________
       Net deferred tax asset                $      0       $      0
                                             ========       ========


                                      -11-


<PAGE>


                         PALMDALE EXECUTIVE HOMES, CORP.
                        (A DEVELOPMENT STAGE ENTERPRISE)
                          NOTES TO FINANCIAL STATEMENTS


NOTE 3.  INCOME TAXES (CONTINUED)

A  reconciliation  of income taxes  computed at the statutory rate to the income
tax amount recorded is as follows:

                                                                   Since
                                             2007       2006     Inception
                                           ________     ____     _________

       Tax at statutory rate (35%)         $  1,646     $ 70     $  14,565
       Increase in valuation allowance       (1,646)     (70)      (14,565)
                                           ________     ____     _________
       Net deferred tax asset              $      0     $  0     $       0
                                           ========     ====     =========


The net federal  operating loss carry forward will expire between 2016 and 2026.
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 agent 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 March 31, 2008 and  December 31, 2007 the
company owed officers $7,613 and $5,813 respectively.


NOTE 5.  WARRANTS AND OPTIONS

There are no warrants or options outstanding to acquire any additional shares of
common stock of the Company.


                                      -12-


<PAGE>


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 10QSB should be read as
being applicable to all related forward-looking  statements wherever they appear
in this Form  10QSB.  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.

     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.


                                      -13-


<PAGE>


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-KSB.  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
or Form 10-SB.

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.


                                      -14-


<PAGE>


     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.

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 March 31,  2008,  we had  total  liabilities  of $9,713  and we had a
negative net worth of $9,713.  As of December 31, 2007, we had total liabilities
of $7,613 and a negative net worth of $7,613.

     We have had no revenues from inception through December 31, 2007 and we had
no revenues for the period ended March 31, 2008.  We have a loss from  inception
through December 31, 2007 of $41,713 and a loss from inception through March 31,
2008 of $41,613.

     We have officer's  advances of $7,613 from inception to March 31, 2008. The
officer's advances as of December 31, 2007 were $5,813.


ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     Not applicable to smaller reporting companies.


                                      -15-


<PAGE>


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;

     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,  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  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 as of and for the year ended  December 31, 2007 with the
following exceptions:

     o    As a part of our  year  end  review  of our  disclosure  controls  and
          procedures,  we  determined  that  several of our  procedures  require
          additional  documentation;  no sufficient  testing where conducted and
          further  segregation  of duties  needs to be put in  place.  It is our
          belief that those  control  procedures  are being  performed,  however
          documentation of their execution is not available. We are implementing
          additional documentation procedures in order to address this weakness.

     Management has concluded that other than as described  above,  our internal
control  over  financial  reporting  was  effective as of and for the year ended
December 31, 2007 and the current quarter then ended.

     The Company is not an "accelerated  filer" for the 2007 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.


                                      -16-


<PAGE>


                                     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-

<PAGE>


                                   SIGNATURES


     Pursuant to the  requirements  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:  May 13, 2008
                                    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-