CALIFORNIA MINES CORP. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - CALIFORNIA MINES CORP.	Financial_Report.xls
EX-31.1 - CERTIFICATION - CALIFORNIA MINES CORP.	pmdx_ex311.htm
EX-32.1 - CERTIFICATION - CALIFORNIA MINES CORP.	pmdx_ex321.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2013

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from __________ to __________

Commission file number 000-52848

PALMDALE EXECUTIVE HOMES, CORP.

(Exact name of small business issuer as specified in its charter)

Nevada		26-1125521
(State or other jurisdiction of incorporation or organization)		(IRS Employer Identification No.)

6767 W. Tropicana Ave., Suite 207, Las Vegas, NV 89103

(Address of principal executive offices)

09 574 2687327

(Issuer's telephone number)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date 3,561,000 common shares issued and outstanding as of May 15, 2013

Check whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No o

PALMDALE EXECUTIVE HOMES, CORP.

(AN EXPLORATION STAGE COMPANY)

BALANCE SHEETS

(Unaudited)

ASSETS
	MARCH 31			DECEMBER 31
	2013			2012

Current Assets
Cash	$	31,311		$	42,920
Total Current Assets		31,311			42,920

Mineral property		100,000			100,000

TOTAL ASSETS	$	131,311		$	142,920

LIABILITIES AND STOCKHOLDERS' DEFICIT

LIABILITIES
Current Liabilities
Accounts payable and accrued expenses	$	16,446		$	17,300
Accounts payable and accrued expenses - related parties		160,179			127,463
Advances - related party		1,860			1,860
Promissory note		125,000			125,000
Promissory note - related parties		82,569			82,569
Total Current Liabilities		386,054			354,192

Total Liabilities		386,054			354,192

Commitments

STOCKHOLDERS' DEFICIT
Common stock, par value $.001, 25,000,000 shares authorized and
3,561,000 shares issued and outstanding		3,561			3,561
Additional paid-in capital		107,309			107,309
Deficit accumulated during the exploration stage		(365,613	)		(322,142	)
Total Stockholders' Deficit		(254,743	)		(211,272	)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	131,311		$	142,920

The accompanying notes are an integral part of the financial statements.

PALMDALE EXECUTIVE HOMES, CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended March 31,						Cumulative from January 14, 2000 (Inception) to March 31,
	2013			2012			2013

Operating expenses
General and administrative	$	8,255		$	8,407		$	139,257
Consulting fees		30,000			30,000			186,666
Mining Explorations		-			-			21,194
Loss from operations		(38,255	)		(38,407	)		(347,117	)

Interest expense		(5,216	)		(1,647	)		(18,496	)

Net Loss	$	(43,471	)	$	(40,054	)	$	(365,613	)

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

Weighted average number of shares of
common stock outstanding		3,561,000			3,511,000

The accompanying notes are an integral part of the financial statements.

PALMDALE EXECUTIVE HOMES, CORP.

(AN EXPLORATION STAGE COMPANY)

STATEMENTS OF CASH FLOWS

(Unaudited)

							January 14, 2000
	Three Months Ended						(Inception) to
	March 31						March 31
	2013			2012			2013

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(43,471	)	$	(40,054	)	$	(365,613	)
Adjustments to reconcile net loss to net cash used in operating activities
Issuance of common stock for services		-			-			1,870
Changes in assets and liabilities
Accounts payable		(854	)		6,043			16,446
Accounts payable and accrued expenses - related parties		32,716			31,647			160,179
Net cash used in operating activities		(11,609	)		(2,364	)		(187,118	)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of mineral properties		-			-			(100,000	)
Net cash used in investing activites		-			-			(100,000	)

CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-			-			109,000
Proceeds from advances - related party		-			-			33,471
Proceeds from promissory note		-			-			125,000
Proceeds from promissory note - related party		-			-			50,958
Net cash provided by financing activities		-			-			318,429

NET CHANGE IN CASH		(11,609	)		(2,364	)		31,311

CASH - BEGINNING OF PERIOD		42,920			8,753			-

CASH - END OF PERIOD	$	31,311		$	6,389		$	31,311

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash paid for interest	$	-		$	-		$	-
Cash paid for taxes	$	-		$	-		$	-

NON-CASH TRANSACTIONS:
Conversion of advances to promissory note - related party	$	-		$	-		$	31,611

The accompanying notes are an integral part of the financial statements.

PALMDALE EXECUTIVE HOMES, CORP.

(AN EXPLORATION STAGE COMPANY)

Notes to the Financial Statements

(Unaudited)

Note 1 – Basis of Presentation

The accompanying unaudited interim financial statements of Palmdale Executive Homes, Corp. (the "Company") have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission ("SEC"), and should be read in conjunction with the audited financial statements and notes thereto contained in the Company's Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosures contained in the audited financial statements for the most recent fiscal year ended December 31, 2012 as reported in Form 10-K, have been omitted.

Note 2 - 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 sufficient cash to meet its current commitments nor does it have assets or a source of revenue sufficient to cover its operation costs and allow it to continue as a going concern. The Company will be dependent upon the raising of additional capital through placement of our common stock in order to implement its business plan, or merge with an operating company. There can be no assurance that the Company will be successful in either situation which raises substantial doubt about the Company’s ability to continue as a going concern.

Note 3 – Mining Lease and Option to Purchase Agreement

Effective August 11, 2011, the Company entered into a Mining Lease and Option to Purchase Agreement (the “Property Agreement”) with the Ellers Family Revocable Trust of March 24, 2000 (the “Owner”). Under the terms of the Agreement, the Company leased a mining property consisting of 65 acres of real property interests and 13 unpatented mining claims situated in Tuolumne County, California for a term of three years.

In accordance with the Agreement the Company is obligated to expend $150,000 per year of the lease developing the property, and pay annual advance royalty amounts of $50,000 for the first year (paid by an officer of the Company on behalf of the Company as of December 31, 2011), $50,000 in the second year (paid during the year ended December 31, 2012) and $60,000 in the final year, due by August 11, 2013.

In addition, the Company must pay a net smelter return royalty of 10% during the term of the lease until expiry of the Agreement or the exercise of the option to purchase. The option to purchase may be exercised by the Company, in its sole discretion, at any time during the three year term of the Agreement. The option to purchase is exercisable for a 75% interest in the property with the Owner retaining a 25% interest as tenants in common. The purchase price of the 75% interest is $2,000,000 in cash plus the ongoing payment of a net smelter return royalty of 2.5% to the Owner.

In connection with the Property Agreement, the Company entered into a Finder’s Fee Agreement with Tosca Capital Corp. (“Tosca”), a private British Columbia company, to formalize Tosca’s role in identifying a suitable mining property for the Company to lease or purchase, whereby the Company issued 11,000 shares of the Company’s common stock to Tosca on August 11, 2011. The grant date fair value of the common stock was $1,870 and was expensed during the period.

Effective August 9, 2012 the Company and the Owner amended the Property Agreement whereby the Company’s obligation for the annual exploration expenditures of $150,000 are to be met by December 31, 2012, December 31, 2013 and August 11, 2014.

Effective December 31, 2012, the Company and the Owner further amended the Property Agreement whereby the Company’s obligation for the annual exploration expenditures were met with its actual expenditures of $21,194 by December 31, 2012, and $200,000 and $150,000 are to be met by December 31, 2013 and December 31, 2014 respectively.

Note 4 – Promissory Notes

On August 25, 2012, the Company issued an unsecured promissory note for cash proceeds of $75,000 with a term of one year and simple annual interest rate of 8% repayable on August 25, 2013. Interest expense for the three months ended March 31, 2013 is $1,500 and as of March 31, 2013, a total of $3,600 was accrued on the promissory note and is included in accounts payable.

On November 26, 2012, the Company issued an unsecured promissory note for cash proceeds of $50,000 with a term of one year and simple annual interest rate of 8% repayable on November 26, 2013. Interest expense for the three months ended March 31, 2013 is $1,000, a total of $1,383 was accrued on the promissory note and is included in accounts payable.

Note 5 – Related Party Advance and Promissory Note

On August 11, 2011, the Company issued an unsecured promissory note for the full balance of $82,569 owed to Mr. Medina. The promissory note of $82,569 has a term of one year and bears simple annual interest rate of 8%. On August 11, 2012, the Company defaulted on the promissory note with the interest rate increased to 13% under the term of the promissory note. Interest expense of $2,716 was incurred during the three months ended March 31, 2013. As at March 31, 2013, total interest of $13,513 was accrued on the promissory note and is included in accounts payable and accrued expenses – related party. No demand has been made on this note through the date of filing.

During the year ended December 31, 2011, Mr. Medina advanced an additional $1,860 to the Company, which was outstanding on March 31, 2013. The advance is non-interest bearing, unsecured and due on demand.

Note 6 – Related Party Transactions

On September 7, 2011 the Company entered into a consulting agreement with the Chief Operating Officer (“COO”) of the Company at consulting fee of $5,000 per month. During the three months ended March 31, 2013, consulting fees of $15,000 were recorded and $73,333 was owed to the COO at March 31, 2013.

On September 7, 2011 the Company entered into a consulting agreement with the Vice President of Geology (the “VP”) of the Company at consulting fee of $5,000 per month. During the three months ended March 31, 2013, consulting fees of $15,000 were recorded and $73,333 was owed to the VP at March 31, 2013.

Item 2. Management's Discussion and Analysis or Plan of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements as that term is defined in the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled "Risk Factors", that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

Our financial statements are stated in United States Dollars (US$) and are prepared in conformity with generally accepted accounting principles in the United States of America for interim financial statements. The following discussion should be read in conjunction with our financial statements and the related notes that appear elsewhere in this quarterly report.

As used in this quarterly report, the terms "we", "us", "our company", “Company” and "Palmdale" mean Palmdale Executive Homes, Corp., unless otherwise indicated. All dollar amounts refer to US dollars unless otherwise indicated.

General

Our Business – General

We were incorporated on January 14, 2000 under the laws of the state of Nevada. We are an exploration stage company with no revenues to date. As of the date hereof, we can be defined as a "shell" company, an entity which is generally described as having no or nominal operations and with no or nominal assets or assets consisting solely of cash and cash equivalents.

Other than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.

Current Business

In the wake of record high gold prices, management decided to lease a gold mining property located in Tuolumne County, California. On August 11, 2011, we entered into a Mining Lease and Option to Purchase Agreement with the Ellers Family Revocable Trust of March 24, 2000 (“Agreement”). The property consists of 65 acres of real property interests and 13 unpatented mining claims. The lease has a term of three years. Pursuant to the Agreement and Amended Agreement signed on August 9, 2012, we are obligated to expend $150,000 per year of the lease developing the property by December 31, 2012, December 31, 2013 and August 11, 2014 respectively. Effective December 31, 2012, the Company and the Owner further amended the Property Agreement whereby the Company’s obligation for the annual exploration expenditures were met with its actual expenditures of $21,194 by December 31, 2012, and $200,000 and $150,000 are to be met by December 31, 2013 and December 31, 2014 respectively.

In addition, we must pay annual advance royalty amounts of $50,000 for the first year (paid by an officer of the Company in September, 2011), $50,000 in the second year (paid in September, 2012) and $60,000 in the final year. We must also pay a net smelter return royalty of 10% during the term of the lease until expiry of the Agreement or the exercise of the option to purchase. The advance royalty payments are credited against any net smelter returns royalties payable during the term year in question. The option to purchase is exercisable for a 75% interest in the property with the Ellers Family Revocable Trust of March 24, 2000 retaining a 25% interest as tenants in common. The purchase price of the 75% interest is $2,000,000 in cash plus the ongoing payment of a net smelter return royalty of 2.5% to the Ellers Family Revocable Trust of March 24, 2000. If the property option is exercised all lease terms and related obligations expire upon the closing of such sale.

At this point we do not have adequate cash or working capital. Our operations rely on our officers’ advances and sale of our equity to cover our expenses. The property has not been developed and no work has commenced, nor will commence until we receive adequate funding. As of the date of report, the agreement is in good standing.

Employees

Currently there are no full time or part-time employees of our company. However, our President, Santiago Medina, our Chief Operating Officer, Mr. Defensor and our Vice President-Geology, Mr. Calpito are consultants of our company. We may engage one or more consultants to assist with manegement of our company and to oversee operations at the Providence Mines site. If business is successful and we experience rapid growth, our current officers and directors may be required to hire new personnel to improve, implement and administer our operational, management, financial and accounting systems.

Results of Operations

Three months ended March 31, 2013 and 2012

For the three months ended March 31, 2013, we incurred expenditures of $43,471 and posted losses of $43,471. For the three months ended March 31, 2012, we incurred expenditures of $40,054 and posted losses of $40,054.

Operating expenses for the three months ending March 31, 2013 were $38,255 compared to operating expenses for the three months ended March 31, 2012 of $38,407. Of the operating expenses, general and administrative expense was consistent from $8,407 in 2012 to $8,255 in the same three month period in 2013. We incurred total consulting fees of $30,000 payable to our Chief Operating Officer and Vice President of Geology for the three months ended March 31, 2013 and March 31, 2012. For the three months ended March 31, 2013, we accrued interest expenses of $5,216 on three promissory notes, compared to interest expense of $1,647 on one promissory note for the three months ended March 31, 2012.

We will require additional financing before we generate significant revenues. We intend to raise the capital required to meet any additional needs through sales of our securities in secondary offerings or private placements. We have no agreements in place to do this at this time.

There are no assurances that we will be able to obtain additional funds required for our continued operations. In such event that we do not raise sufficient additional funds by secondary offering or private placement, we will consider alternative financing options, if any, or be forced to scale down or perhaps even cease our operations.

Liquidity and Capital Resources

During the three months ended March 31, 2013 we used $11,609 in our operations, and had on financing or investing activities.

At March 31, 2013, there was a working capital deficit of $354,743 compared to working capital deficit of $311,272 on December 31, 2012.

At March 31, 2013, our total current assets were $31,311 compared to $42,920 on December 31, 2012.

At March 31, 2013, our total current liabilities were $386,054 compared to $354,192 on December 31, 2012.

At March 31, 2013, we had promissory notes payable to non-related parties of $125,000 and promissory note payable to our President, Santiago Medina of $82,569.

Plan of Operations

We intend to develop the mining property we have leased in Tuolumne County, California known as the Providence Mines property. We anticipate that we will expend approximately $300,000 on operations over the next twelve months, including $260,000 for lease payment and exploration of the leased mineral property and $40,000 for working capital.

Over the next twelve months we intend to raise funds through sales of our common stock in private placements to qualified investors or we debt financing.

Recently Issued Accounting Standards

Management does not anticipate that the recently issued but not yet effective accounting pronouncements will materially impact the Company’s financial statements.

Off Balance Sheet Arrangements

As of the date of this Quarterly Report, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to investors.

Going Concern

As at March 31, 2013 we have not generated income from our operations, had a working capital deficit of $354,743 and accumulated loss of $365,613 since inception. Due to the uncertainty of our ability to generate sufficient revenues from our operating activities and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due, in their report on our financial statements for the fiscal year ended December 31, 2012, our registered independent auditors included additional comments indicating concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that led to this disclosure by our registered independent auditors. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Management plans to continue to seek financing on favorable terms; however, there is no assurance that such financing can be obtained on favorable terms. If we are unable to generate sufficient revenue or obtain additional funds for our working capital needs, we may need to cease or curtail operations.

Item 3. Quantitative and Qualitative Disclosures about Market Risks

As a “smaller reporting company”, we are not required to provide the information under this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Under the supervision and with the participation of our management, including our principal executive officer who is also our principal financial officer, we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our principal executive officer who is also our principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to the Company, particularly during the period when this report was being prepared. However, because we have limited transactions which are all approved and reviewed by our directors and sole officer, the impact of the limitations are not material.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that materially affected, or were reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

None.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None from January 1, 2013 to the date of this filing.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

Exhibit Number and Exhibit Title

Exhibit No.		Document Description

31.1		Section 302 Certification of Chief Executive Officer and Chief Financial Officer

32.1		Section 906 Certification of Chief Executive Officer and Chief Financial Officer

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

_________

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	PALMDALE EXECUTIVE HOMES, CORP.

Date: May 15, 2013	By:	/s/ Santiago Medina
		Santiago Medina Chief Executive Officer, Chief Financial Officer, Treasurer and Director (Principal Executive and Principal Financial and Accounting Officer)

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