10-Q

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  September 30, 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

CALIFORNIA MINES 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.)

111 Bank Street, Suite 326, Grass Valley, CA,  95959

(Address of principal executive offices)

09 574 2687327

(Issuer's telephone number)

Palmdale Executive Homes, Corp.

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

(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    (Do not check if a smaller reporting company)	Smaller reporting company	x

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  142,440,000 common shares issued and outstanding as of November 19, 2013

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

CALIFORNIA MINES CORP.

(Formerly Palmdale Executive Homes, Corp.)

(An Exploration Stage Company)

BALANCE SHEETS

ASSETS
(Unaudited)
	September 30,			December 31,
	2013			2012
Current Assets
Cash	$	61,019		$	42,920
Total Current Assets		61,019			42,920
Mineral property		160,000			100,000
TOTAL ASSETS	$	221,019		$	142,920
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
Current Liabilities
Accounts payable and accrued expenses	$	18,180		$	17,300
Accounts payable and accrued expenses - related parties		213,611			127,463
Advances - related party		1,860			1,860
Promissory notes		125,000			125,000
Promissory note - related party		82,569			82,569
Convertible debt, net of discount		21,370			-
Derivative liability		152,564			-
Total Current Liabilities		615,154			354,192
Total Liabilities		615,154			354,192
Commitments
STOCKHOLDERS' DEFICIT
Common stock, par value $0.001, 1,000,000,000 shares authorized and
142,440,000 shares issued and outstanding		142,440			142,440
Additional paid-in capital		(31,570	)		(31,570	)
Deficit accumulated during the exploration stage		(505,005	)		(322,142	)
Total Stockholders' Deficit		(394,135	)		(211,272	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	221,019		$	142,920

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

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CALIFORNIA MINES CORP.

(Formerly Palmdale Executive Homes, Corp.)

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,						Cumulative from January 14, 2000 (Inception) to September 30,
	2013			2012			2013			2012			2013
Operating expenses
General and administrative	$	15,075		$	10,843		$	50,717		$	29,094		$	181,719
Consulting fees		30,000			30,000			90,000			90,000			246,666
Mining explorations		-			-			-			-			21,194
Loss from operations		(45,075	)		(40,843	)		(140,717	)		(119,094	)		(449,579	)
Other expense
Interest expense		(29,150	)		(2,821	)		(39,582	)		(6,115	)		(52,862	)
Derivative expense		(2,564	)		-			(2,564	)		-			(2,564	)
Total other expense		(31,714	)		(2,821	)		(42,146	)		(6,115	)		(55,426	)
Net Loss	$	(76,789	)	$	(43,664	)	$	(182,863	)	$	(125,209	)	$	(505,005	)
Net loss per share, basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares of
common stock outstanding		142,440,000			142,440,000			142,440,000			141,440,000

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

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CALIFORNIA MINES CORP.

(Formerly Palmdale Executive Homes, Corp.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

							January 14, 2000
	Nine Months Ended						(Inception) to
	September 30,						September 30,
	2013			2012			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(182,863	)	$	(125,209	)	$	(505,005	)
Adjustments to reconcile net loss to net cash
used in operating activities
Issuance of common stock for services		-			-			1,870
Amortization of debt discount		21,370			-			21,370
Derivative expense		2,564			-			2,564
Changes in assets and liabilities
Accounts payable		880			(1,339	)		18,180
Accounts payable and accrued expenses - related parties		86,148			87,523			213,611
Net cash used in operating activities		(71,901	)		(39,025	)		(247,410	)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of mineral properties		(60,000	)		(50,000	)		(160,000	)
Net cash used in investing activites		(60,000	)		(50,000	)		(160,000	)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		-			25,000			109,000
Proceeds from advances - related party		-			-			33,471
Proceeds from convertible debt		150,000			-			150,000
Proceeds from promissory note		-			75,000			125,000
Proceeds from promissory note - related party		-			-			50,958
Net cash provided by financing activities		150,000			100,000			468,429
NET CHANGE IN CASH		18,099			10,975			61,019
CASH - BEGINNING OF PERIOD		42,920			8,753			-
CASH - END OF PERIOD	$	61,019		$	19,728		$	61,019
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.

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CALIFORNIA MINES CORP.

(Formerly Palmdale Executive Homes, Corp.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

September 30, 2013

(Unaudited)

Note 1 – Basis of Presentation

The accompanying unaudited interim financial statements of California Mines 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.

On May 6, 2013, the Company’s board of directors approved an agreement and plan of merger to merge with and into our wholly-owned subsidiary California Mines Corp., a Nevada corporation, to effect a name change from Palmdale Executive Homes, Corp. to California Mines Corp. California Mines Corp. was formed on May 6, 2013 solely for the change of name.

Derivative Instruments

In connection with the sale of debt instruments, the debt instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company.

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 and paid on August 12, 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.

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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 of issuance.

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 nine months ended September 30, 2013 was $4,500 and a total of $6,600 was accrued on the promissory note and included in accounts payable as of September 30, 2013. The note is currently in default.

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 nine months ended September 30, 2013 was $3,000 and a total of $3,383 was accrued on the promissory note and included in accounts payable as of September 30, 2013.

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 $8,148 was incurred during the nine months ended September 30, 2013. As at September 30, 2013, total interest of $18,945 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 September 30, 2013. The advance is non-interest bearing, unsecured and due on demand.

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Note 6 – Convertible Debt

On August 9, 2013, the Company issued an unsecured convertible note for principal amount of $150,000 with a term of one year and simple annual interest rate of 12%. The principal amount and accrued interest is convertible into the Company’s common shares at the conversion price of 75% of the average closing prices for the five trading days immediately preceding the conversion date.

The convertible note was determined to include various embedded derivative liabilities. The derivative liabilities are the conversion feature and conversion price. At the date of issuance of the convertible note, derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the statement of operations. The Company uses the effective interest method to record interest expense from the accretion of the debt discount.

The fair value of the conversion feature was recorded as discount to the convertible debt and derivative liability. It was estimated using Black-Scholes option pricing model at $152,564 with the following assumptions: exercise price of $0.15, risk-free interest rate of 0.33%, dividend rate of 0%, expected life of 2 year and expected volatility of 534%.

The Company recorded a net change in fair value of derivative expense of $2,564 for the nine months ended September 30, 2013.

Note 7 – 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 nine months ended September 30, 2013, consulting fees of $45,000 were recorded and $97,333 was owed to the COO at September 30, 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 nine months ended September 30, 2013, consulting fees of $45,000 were recorded and $97,333 was owed to the VP at September 30, 2013.

Note 8 – Share Capital

On May 6, 2013, the Company’s board of directors approved a forty (40) for one (1) forward stock split of our authorized and our issued and outstanding shares of common stock. Upon effect of the forward stock split on June 14, 2013, the Company’s authorized capital was increased from 25,000,000 to 1,000,000,000 shares of common stock and correspondingly, the Company’s issued and outstanding shares of common stock was increased from 3,561,000 to 142,440,000 shares of common stock, all with a par value of $0.001.

The forward stock split is presented retroactively in these financial statements.

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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 "California Mines" mean California Mines 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

We are in the business of acquisition and exploration of mineral properties. We have not generated revenues since our inception.

On May 6, 2013, our board of directors approved an agreement and plan of merger to merge with and into our wholly-owned subsidiary California Mines Corp., a Nevada corporation, to effect a name change from Palmdale Executive Homes, Corp. to California Mines Corp. California Mines Corp. was formed solely for the change of name.

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In addition to the name change, our board of directors approved a 40 new for one (1) old forward stock split of our authorized and our issued and outstanding shares of common stock. Upon effect of the forward stock split, our authorized capital will be increased from 25,000,000 to 1,000,000,000 shares of common stock and correspondingly, our issued and outstanding shares of common stock will be increased from 3,561,000 to 142,440,000 shares of common stock, all with a par value of $0.001.

Articles of Merger to effect the merger and change of name and a Certificate of Amendment to effect the forward stock split were filed with the Nevada Secretary of State on May 23, 2013, both with an effective date of June 14, 2013.

These amendments were reviewed by the Financial Industry Regulatory Authority (“FINRA”) and were approved for filing with an effective date of June 14, 2013.

On July 14, 2013, our ticker symbol changed from “PMDX” to “CLMC” to better reflect our new name. Our new CUSIP number is 130446107.

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. 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

Nine months ended September 30, 2013 and 2012

For the nine months ended September 30, 2013, we incurred expenditures of $182,863 and posted losses of $182,863. For the nine months ended September 30, 2012, we incurred expenditures of $125,209 and posted losses of $125,209.

Operating expenses for the nine months ending September 30, 2013 were $140,717 compared to operating expenses for the nine months ended September 30, 2012 of $119,094. Of the operating expenses, general and administrative expense increased from $29,094 in 2012 to $50,717 in the same nine month period in 2013. We incurred total consulting fees of 90,000 payable to our Chief Operating Officer and Vice President of Geology for the nine months ended September 30, 2013 and September 30, 2012. For the nine months ended September 30, 2013, we recorded interest expense of $18,212 on the four promissory notes, compared to interest expense of $6,115 on two promissory notes for the nine months ended September 30, 2012. During the nine months ended September 30, 2013 we recorded amortization of debt discount on a convertible note of $21,370, however, we did not incur such expense in the nine months ended September 30, 2012.

9

Three months ended September 30, 2013 and 2012

For the three months ended September 30, 2013, we incurred expenditures of $76,789 and posted losses of $76,789. For the three months ended September 30, 2012, we incurred expenditures of $43,664 and posted losses of $43,664.

Operating expenses for the three months ending September 30, 2013 were $45,075 compared to operating expenses for the three months ended September 30, 2012 of $40,843. Of the operating expenses, general and administrative expense increased from $10,843 in 2012 to $15,075 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 September 30, 2013 and September 30, 2012. For the three months ended September 30, 2013, we recorded interest expenses of $7,780 on four promissory notes, compared to interest expense of $2,821 on two promissory notes for the three months ended September 30, 2012.

During the three months ended September 30, 2013 we recorded amortization of debt discount on a convertible note of $21,370 however, we did not incur such interest expense in the three months ended September 30, 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 nine months ended September 30, 2013 we used $71,901 in our operations, raised $150,000 from issuance of a convertible note and used $60,000 in our investing activities.

At September 30, 2013, there was a working capital deficit of $554,135 compared to working capital deficit of $311,272 on December 31, 2012.

At September 30, 2013, our total current assets were $61,019 compared to $42,920 on December 31, 2012.

At September 30, 2013, our total current liabilities were $615,154 compared to $354,192 on December 31, 2012.

At September 30, 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.

On August 9, 2013, we raised $150,000 with the issuance of an unsecured convertible note with a term of two years and simple annual interest rate of 12%. The principal amount and accrued interest is convertible into the Company’s common shares at the conversion price of 75% of the average closing prices for the five trading days immediately preceding the conversion date.

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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 $240,000 on operations over the next twelve months, including $200,000 for 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 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 September 30, 2013 we have not generated income from our operations, had a working capital deficit of $554,135 and accumulated loss of $505,005 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.

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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.

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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.

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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.

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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.

	CALIFORNIA MINES CORP.
Date:  November 19, 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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EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Santiago Medina, President, Chief Executive Officer and Chief Financial Officer of California Mines Corp., certify that:

1.	I have reviewed this quarterly report on Form 10-Q of California Mines Corp.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;
	c)	Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5.	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date:  November 19, 2013	By:	/s/ Santiago Medina
		Santiago Medina
		Chief Executive Officer, Chief Financial Officer, Treasurer and Director
		(Principal Executive and Principal Financial and Accounting Officer)

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of California Mines Corp.  (the "Company") on Form 10-Q for the period ended September 30, 2013, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Santiago Medina, the Chief Financial Officer and Director (Principal Financial Officer) of the Company, certify, pursuant to 18 U.S.C. section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to my knowledge:

(1) the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) the information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date:  November 19, 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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Convertible Debt (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2013
Convertible Debt Details Narrative
Exercise price	$ 0.15
Risk-free interest rate	0.33%
Expected dividend rate	0.00%
Expected life	2 years
Expected volatility	534.00%
Change in fair value derivative expense	$ 2,564

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STATEMENTS OF OPERATIONS (Unaudited) (USD $)	3 Months Ended		9 Months Ended		165 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Operating expenses
General and administrative	$ 15,075	$ 10,843	$ 50,717	$ 29,094	$ 181,719
Consulting fees	30,000	30,000	90,000	90,000	246,666
Mining Exploration					21,194
Loss from operations	(45,075)	(40,843)	(140,717)	(119,094)	(449,579)
Interest expense	(29,150)	(2,821)	(39,582)	(6,115)	(52,862)
Derivative expense	(2,564)		(2,564)		(2,564)
Total other expense	(31,714)	(2,821)	(42,146)	(6,115)	(55,426)
Net Loss	$ (76,789)	$ (43,664)	$ (182,863)	$ (125,209)	$ (505,005)
Net loss per share, basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00
Weighted average number of shares of common stock outstanding	142,440,000	142,440,000	142,440,000	141,440,000

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Related Party Advance and Promissory Note

9 Months Ended

Sep. 30, 2013

Notes to Financial Statements

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 $8,148 was incurred during the nine months ended September 30, 2013. As at September 30, 2013, total interest of $18,945 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 September 30, 2013. The advance is non-interest bearing, unsecured and due on demand.

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Related Party Transactions (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2013
Chief Operating Officer [Member]
Consulting fees recorded	$ 45,000
Consulting fees owed to	97,333
Vice President of Geology [Member]
Consulting fees recorded	45,000
Consulting fees owed to	$ 97,333

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Basis of Presentation

9 Months Ended

Sep. 30, 2013

Notes to Financial Statements

Note 1 - Basis of Presentation

The accompanying unaudited interim financial statements of California Mines 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.

On May 6, 2013, the Company’s board of directors approved an agreement and plan of merger to merge with and into our wholly-owned subsidiary California Mines Corp., a Nevada corporation, to effect a name change from Palmdale Executive Homes, Corp. to California Mines Corp. California Mines Corp. was formed on May 6, 2013 solely for the change of name.

Derivative Instruments

In connection with the sale of debt instruments, the debt instruments may contain embedded derivative instruments, such as embedded derivative features which in certain circumstances may be required to be bifurcated from the associated host instrument and accounted for separately as a derivative instrument liability.

The Company's derivative instrument liabilities are re-valued at the end of each reporting period, with changes in the fair value of the derivative liability recorded as charges or credits to income in the period in which the changes occur. For bifurcated embedded derivative features that are accounted for as derivative instrument liabilities, the Company estimates fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. The valuation techniques require assumptions related to the remaining term of the instruments and risk-free rates of return, our current common stock price and expected dividend yield, and the expected volatility of our common stock price over the life of the option. Because of the limited trading history for our common stock, the Company estimates the future volatility of its common stock price based on not only the history of its stock price but also the experience of other entities considered comparable to the Company.

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Mining Lease and Option to Purchase Agreement

9 Months Ended

Sep. 30, 2013

Notes to Financial Statements

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 and paid on August 12, 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 of issuance.

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.

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Convertible Debt

9 Months Ended

Sep. 30, 2013

Notes to Financial Statements

Note 6 - Convertible Debt

On August 9, 2013, the Company issued an unsecured convertible note for principal amount of $150,000 with a term of one year and simple annual interest rate of 12%. The principal amount and accrued interest is convertible into the Company’s common shares at the conversion price of 75% of the average closing prices for the five trading days immediately preceding the conversion date.

The convertible note was determined to include various embedded derivative liabilities. The derivative liabilities are the conversion feature and conversion price. At the date of issuance of the convertible note, derivative liabilities were measured at fair value using either quoted market prices of financial instruments with similar characteristics or other valuation techniques. These derivative liabilities will be marked-to-market each quarter with the change in fair value recorded in the statement of operations. The Company uses the effective interest method to record interest expense from the accretion of the debt discount.

The fair value of the conversion feature was recorded as discount to the convertible debt and derivative liability. It was estimated using Black-Scholes option pricing model at $152,564 with the following assumptions: exercise price of $0.15, risk-free interest rate of 0.33%, dividend rate of 0%, expected life of 2 year and expected volatility of 534%.

The Company recorded a net change in fair value of derivative expense of $2,564 for the nine months ended September 30, 2013.

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Promissory Note

9 Months Ended

Sep. 30, 2013

Notes to Financial Statements

Note 4 - Promissory Note

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 nine months ended September 30, 2013 was $4,500 and a total of $6,600 was accrued on the promissory note and included in accounts payable as of September 30, 2013. The note is currently in default.

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 nine months ended September 30, 2013 was $3,000 and a total of $3,383 was accrued on the promissory note and included in accounts payable as of September 30, 2013.

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BALANCE SHEETS (Parenthetical) (USD $)	Sep. 30, 2013	Dec. 31, 2012
STOCKHOLDERS' DEFICIT
Common stock, par value	$ 0.001	$ 0.001
Common stock, Authorized	1,000,000,000	1,000,000,000
Common stock, Issued	142,440,000	142,440,000
Common stock, outstanding	142,440,000	142,440,000

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Mining Lease and Option to Purchase Agreement (Details Narrative) (USD $)	9 Months Ended	12 Months Ended
	Sep. 30, 2013	Dec. 31, 2012	Dec. 31, 2011
Mining Lease And Option To Purchase Agreement Details Narrative
Obligation to expend per year	$ 150,000
Annual advance royalty amounts for first year			50,000
Annual advance royalty amounts for second year		50,000
Exploration expense till Dec 31, 2012	150,000
Exploration expense till Dec 31, 2013	150,000
Exploration expense till Aug 11, 2014	150,000
Annual exploration expenditures 2012		21,194
Annual exploration expenditures 2013		200,000
Annual exploration expenditures 2014		$ 150,000

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STATEMENTS OF CASH FLOWS (Unaudited) (USD $)	9 Months Ended		165 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (182,863)	$ (125,209)	$ (505,005)
Adjustments to reconcile net loss to net cash used in operating activities
Issuance of common stock for services			1,870
Amortization of debt discount	21,370		21,370
Derivative expense	2,564		2,564
Changes in assets and liabilities
Accounts payable	880	(1,339)	18,180
Accounts payable and accrued expenses - related parties	86,148	87,523	213,611
Net cash used in operating activities	(71,901)	(39,025)	(247,410)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of mineral property	(60,000)	(50,000)	(160,000)
Net cash used in investing activities	(60,000)	(50,000)	(160,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Issuance of common stock for cash		25,000	109,000
Proceeds from advances - related party			33,471
Proceeds from convertible debt	150,000		150,000
Proceeds from promissory note		75,000	125,000
Proceeds from promissory note - related party			50,958
Net cash provided by financing activities	150,000	100,000	468,429
NET CHANGE IN CASH	18,099	10,975	61,019
CASH - BEGINNING OF PERIOD	42,920	8,753
CASH - END OF PERIOD	61,019	19,728	61,019
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

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BALANCE SHEETS (Unaudited) (USD $)	Sep. 30, 2013	Dec. 31, 2012
ASSETS
Cash	$ 61,019	$ 42,920
Total Current Assets	61,019	42,920
Mineral property	160,000	100,000
TOTAL ASSETS	221,019	142,920
LIABILITIES AND STOCKHOLDERS' DEFICIT
Accounts payable and accrued expenses	18,180	17,300
Accounts payable and accrued expenses - related parties	213,611	127,463
Advances - related party	1,860	1,860
Promissory note	125,000	125,000
Promissory note - related party	82,569	82,569
Convertible debt, net of discount	21,370
Derivative liability	152,564
Total Current Liabilities	615,154	354,192
Total Liabilities	615,154	354,192
STOCKHOLDERS' DEFICIT
Common stock, par value $0.001, 1,000,000,000 shares authorized and 142,440,000 shares issued and outstanding	142,440	142,440
Additional paid-in capital	(31,570)	(31,570)
Deficit accumulated during the exploration stage	(505,005)	(322,142)
Total Stockholders' Deficit	(394,135)	(211,272)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$ 221,019	$ 142,920

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Share Capital

9 Months Ended

Sep. 30, 2013

Notes to Financial Statements

Note 8 - Share Capital

On May 6, 2013, the Company’s board of directors approved a forty (40) for one (1) forward stock split of our authorized and our issued and outstanding shares of common stock. Upon effect of the forward stock split on June 14, 2013, the Company’s authorized capital was increased from 25,000,000 to 1,000,000,000 shares of common stock and correspondingly, the Company’s issued and outstanding shares of common stock was increased from 3,561,000 to 142,440,000 shares of common stock, all with a par value of $0.001.

The forward stock split is presented retroactively in these financial statements.

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Related Party Advance and Promissory Note (Details Narrative) (USD $)	9 Months Ended
	Sep. 30, 2013
Related Party Advance And Promissory Note Details Narrative
Interest expense	$ 8,148
Accrued on promissory note	18,945
Advanced to company Outstanding	$ 1,860

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Related Party Transactions

9 Months Ended

Sep. 30, 2013

Notes to Financial Statements

Note 7 - 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 nine months ended September 30, 2013, consulting fees of $45,000 were recorded and $97,333 was owed to the COO at September 30, 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 nine months ended September 30, 2013, consulting fees of $45,000 were recorded and $97,333 was owed to the VP at September 30, 2013.

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Going Concern

9 Months Ended

Sep. 30, 2013

Notes to Financial Statements

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.  

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Promissory Notes (Details Narrative) (USD $)	3 Months Ended		9 Months Ended		165 Months Ended
	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013	Sep. 30, 2012	Sep. 30, 2013
Interest expense	$ 29,150	$ 2,821	$ 39,582	$ 6,115	$ 52,862
On August 25, 2012
Interest expense			4,500
Accounts payable			6,600
On November 26, 2012
Interest expense			3,000
Accounts payable			$ 3,383

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Document and Entity Information	9 Months Ended
	Sep. 30, 2013	Nov. 19, 2013
Unpatented mining claims
Entity Registrant Name	California Mines Corp.
Entity Central Index Key	0001414030
Document Type	10-Q
Document Period End Date	Sep. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		142,440,000
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2013