10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2012

or

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________________ to ______________________

Commission File Number: 333-168025

Desert Canadians Ltd.

(Exact name of registrant as specified in its charter)

Delaware	98-0681092
(State or other jurisdiction of incorporation or	(I.R.S. Employer Identification No.)
organization)

15057 Stony Plain Road	T5P 4W1
Edmonton, Alberta, Canada	(Zip Code)
(Address of principal executive offices)

780.455.4181

(Registrant’s telephone number, including area code)

(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 require 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (of for such shorter period that the registrant was required to submit and post such files). 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 the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]      Accelerated filer [  ]      Non-accelerated filer  [  ]     Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [  ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act subsequent to the distribution of securities under a plan confirmed by a court. Yes [  ] No [  ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

As of November 9, 2012 the registrant’s outstanding common stock consisted of 40,086,000 shares.

Table of Contents

PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	7
Item 4.	Controls and Procedures	7
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	9
Item 2.	Unregistered Sales of Equity Securities	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	9

2

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

Desert Canadians Ltd.

(A Development Stage Company)

(unaudited)

September 30, 2012

	Index
Balance Sheets	F–1
Statements of Operations	F–2
Statements of Cash Flows	F–3
Notes to the Financial Statements	F–4

3

Desert Canadians Ltd.

Balance Sheets

(A Development Stage Company)

(Expressed in U.S. dollars)

	September 30, 2012 $			June 30, 2012 $
	(unaudited)
ASSETS
Current Assets
Cash		368			738
Total Current Assets		368			738
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		22,232			12,200
Due to related parties (Note 3)		82,422			80,412
Total Current Liabilities		104,654			92,612
Contingency (Note 1)
Stockholders’ Deficit
Common stock
Authorized: 220,000,000 shares, par value $0.00001; 40,086,000 shares issued and outstanding		401			401
Additional paid-in capital		61,099			61,099
Deficit accumulated during the development stage		(165,786	)		(153,374	)
Total Stockholders’ Deficit		(104,286	)		(91,874	)
Total Liabilities and Stockholders’ Deficit		368			738

The accompanying notes are an integral part of these financial statements

F-1

Desert Canadians Ltd.

Statements of Operations

(A Development Stage Company)

(Expressed in U.S. dollars)

(unaudited)

	For the Three Months Ended September 30, 2012 $			For the Three Months Ended September 30, 2011 $			Accumulated from July 30, 2008 (Date of Inception) to September 30, 2012 $
Revenue		–			–			–
Operating Expenses
General and administrative		5,120			693			32,844
Professional fees		7,292			9,847			120,338
Website development costs		–			–			12,604
Total Operating Expenses		12,412			10,540			165,786
Net Loss		(12,412	)		(10,540	)		(165,786	)
Loss Per Share – Basic and Diluted		(0.00	)		(0.00	)
Weighted Average Shares Outstanding		40,086,000			40,086,000

The accompanying notes are an integral part of these financial statements

F-2

Desert Canadians Ltd.

Statements of Cash Flows

(A Development Stage Company)

(Expressed in U.S. dollars)

(unaudited)

	For the Three Months Ended September 30, 2012 $			For the Three Months Ended September 30, 2011 $			Accumulated from July 30, 2008 (Date of Inception) to September 30, 2012 $
Operating Activities
Net loss		(12,412	)		(10,540	)		(165,786	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		10,032			5,182			22,232
Due to related parties		2,010			(22	)		17,422
Prepaid expenses		–			–			–
Net Cash Used in Operating Activities		(370	)		(5,380	)		(126,132	)
Financing Activities
Bank indebtedness		–			(745	)		–
Issuance of common stock		–			–			61,500
Advances from related parties		–			8,000			65,000
Net Cash Provided by Financing Activities		–			7,255			126,500
Change in Cash		(370	)		1,875			368
Cash – Beginning of Period		738			–			–
Cash – End of Period		368			1,875			368
Supplemental Disclosures
Interest paid		–			–			–
Income taxes paid		–			–			–

The accompanying notes are an integral part of these financial statements

F-3

Desert Canadians Ltd.

Notes to the Financial Statements

(A Development Stage Company)

September 30, 2012

(Expressed in U.S. dollars)

(unaudited)

1. Nature of Operations and Continuance of Business

Desert Canadians Ltd. (the “Company”) was incorporated in the State of Delaware on July 30, 2008. The Company is a development stage company, as defined by Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is to develop a website that provides comprehensive data to Canadians who are interested in owning real estate in California.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern and the ability of the Company to emerge from the development stage is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations and to generate sustainable and significant revenue. As at September 30, 2012, the Company has an accumulated deficit of $165,786 since inception and has a working capital deficit of $104,286. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

2. Summary of Significant Accounting Principles

a) Basis of Presentation and Fiscal Year

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States, and are expressed in US dollars. The Company’s fiscal year end is June 30.

b) Interim Financial Statements

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2012.

c) Use of Estimates

The preparation of financial statements in conformity with US 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. The Company regularly evaluates estimates and assumptions related to valuation of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

e) Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

F-4

Desert Canadians Ltd.

Notes to the Financial Statements

(A Development Stage Company)

September 30, 2012

(Expressed in U.S. dollars)

(unaudited)

2. Summary of Significant Accounting Principles (continued)

f) Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 740, Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

g) Revenue recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

h) Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2012 and 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

i) Basic and Diluted Net Income (Loss) Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

j) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of the net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in the future years.

k) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

3. Related Party Transactions

a) As at September 30, 2012, the Company is indebted to the President of the Company for $1,955 (June 30, 2012 - $1,946) for expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

b) As at September 30, 2012, the Company is indebted to a related company for $80,466 (June 30, 2012 – $78,466) for expenses paid for on behalf of the Company and advances provided to the Company, which is non-interest bearing, unsecured and due on demand.

F-5

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

As used in this quarterly report, the terms “we”, “us” and “our” mean Desert Canadians Ltd., unless otherwise indicated. All currency references in this report are to U.S. dollars unless otherwise noted.

Forward Looking Statements

This quarterly report includes forward-looking statements. To the extent that any statements made in this quarterly report contain information that is not historical, such as financial projections, information or expectations about our business plans, results of operations, products or markets, or future events, such statements are forward-looking. Forward-looking statements can be identified by the use of words such as “intends”, “anticipates”, “believes”, “estimates”, “projects”, “forecasts”, “expects”, “plans” and “proposes”. Although we believe that the expectations reflected in these forward-looking statements are based on reasonable assumptions, there are a number of risks and uncertainties that could cause actual results to differ materially from such forward-looking statements. We do not undertake any obligation to publicly update any forward-looking statements.

Business Overview

We are a start up service provider engaged in the dissemination of online information about real estate in the Coachella Valley of California as well as issues related to property ownership in the area. We have begun to develop a website that hosts a variety of practical, accurate and interesting information on local real estate, taxation and immigration issues, as well as local recreational activities. We have not yet finalized the content of the site, but we intend to make it a one-stop or single source destination for the following target markets:

● Canadians who own or are interested in purchasing real estate in the region, primarily for the purpose of wintering there (“snowbirds”);

● residents of other countries who also own or are interested in purchasing real estate in the region; and

● persons of all nationalities who have traveled or are planning to travel to the region for an extended period of time.

The address of our website is www.desertcanadians.com.

We plan to generate revenue from our website through a number of advertising mechanisms such as monthly flat fees, pay-per-click arrangements and commissions based on the sale of goods and services facilitated through various platforms, including a monthly e-newsletter, an online community forum and the website itself. We have not yet entered into agreements with any entities to advertise their goods and services with us, and there is no guarantee that we will be able to do so.

We were incorporated as a Delaware company on July 30, 2008. We have no subsidiaries.

4

Results of Operations

Revenues

We have limited operational history. From our inception on July 30, 2008 to September 30, 2012 we did not generate any revenues. We anticipate that we will incur substantial losses for the foreseeable future and our ability to generate any revenues in the next 12 months continues to be uncertain.

Expenses

During the three months ended September 30, 2012 we incurred total operating expenses of $12,412, which consisted of $7,292 in professional fees and $5,120 in general and administrative expenses. During the same period in the previous fiscal year we incurred total operating expenses of $10,540, including $9,847 in professional fees and $693 in general and administrative expenses. The increase in our total operating expenses during the three months ended September 30, 2012 was primarily due to an increase in our general and administrative expenses during the period, which was in turn attributable to an increase in our filing fees.

From our inception on July 30, 2008 to September 30, 2012 we incurred total operating expenses of $165,786, including $12,604 in website development costs, $120,338 in professional fees and $32,844 in general and administrative expenses.

Our general and administrative expenses consist of transfer agent fees, filing fees, bank charges, office expenses, communication expenses (cellular, internet, fax and telephone) and courier and postage costs. Our professional fees include legal, accounting and auditing costs.

Net Loss

During the three months ended September 30, 2012 we incurred a net loss of $12,412, compared to a net loss of $10,540 during the same period in the previous fiscal year. We did not experience any net loss per share during these periods. From our inception on July 30, 2008 to September 30, 2012 we incurred a net loss of $165,786.

Liquidity and Capital Resources

As of September 30, 2012 we had $368 in cash and total assets, $104,654 in total liabilities, a working capital deficit of $104,286 and an accumulated deficit of $165,786.

We are solely dependent on funds raised through equity financing. Our net loss of $165,786 from our inception on July 30, 2008 to September 30, 2012 was funded by equity financing and advances from related parties. Since our inception on July 30, 2008 we have raised gross proceeds of $61,500 in cash from the sale of our common stock.

During the three months ended September 30, 2012 we spent net cash of $370 on operating activities, compared to net cash spending of $5,380 on operating activities during the same period in the previous fiscal year. From our inception on July 30, 2008 to September 30, 2012 we spent net cash of $126,132 on operating activities, all of which was attributable to our net loss as described above, as offset by certain changes to our operating assets and liabilities.

5

During the three months ended September 30, 2012 we did not receive any net cash from financing activities, whereas we received net cash of $7,255 from financing activities during the same period in the previous fiscal year, including $8,000 in advances from related parties. From our inception on July 30, 2008 to September 30, 2012 we received net cash of $126,500 from financing activities, including $61,500 from the issuance of our common stock and $65,000 in advances from related parties.

For the next 12 months (beginning November 2012) we intend to:

● retain two business development consultants to assist us in marketing and promoting our website;

● enter into agreements with various service providers to advertise their services on our website; and

● complete private and/or public financing to help cover the cost of operating our business for the foreseeable future.

We expect to require approximately $346,000 to continue our planned operations over the 12 months. Our proposed expenditures for that time period are summarized as follows:

Description	Potential completion date	Estimated Expenses ($)
Website development and maintenance costs	12 months		20,000
Select and retain two part-time business development consultants	12 months		80,000
Professional fees (legal, accounting and auditing fees)	12 months		60,000
Marketing and advertising expenses	12 months		140,000
Investor relations expenses	12 months		20,000
Transfer agent expenses	12 months		11,000
General and administrative expenses	12 months		15,000
Total			346,000

Our general and administrative expenses for the year will consist primarily of filing fees, bank charges, office expenses, communication expenses (cellular, internet, fax and telephone) and courier and postage costs. Our professional fees are related to our regulatory filings throughout the year.

Based on our planned expenditures, we require additional funds of approximately $345,600 to proceed with our business plan over the next 12 months. If we secure less than the full amount of financing that we require, we will not be able to carry out our complete business plan and we will be forced to proceed with a scaled back business plan based on our available financial resources.

6

We anticipate that we will incur substantial losses for the foreseeable future. Although we have entered into a website development agreement, there is no assurance that we will receive any advertising revenues from our website. Our activities for the next 12 months will be directed by Carol Callaghan, our President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer and sole director, who will also manage our operations. Once we retain the two consultants as described above, they will coordinate our business development in conjunction with Ms. Callaghan.

Due to our limited financial resources, there is no guarantee that we will be able to enter into any agreements with advertising partners or create sufficient interest in our website to make it a profitable venture. In any event, we anticipate that any marketing and advertising activities that we undertake will require us to obtain additional financing.

Even though we plan to raise capital through equity or debt financing, we believe that the latter may not be a viable alternative for funding our operations as we do not have sufficient assets to secure any such financing. We anticipate that any additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide any assurance that we will be able to raise sufficient funds from the sale of our common stock to fund our operations or planned activities. In the absence of such financing, we will not be able to proceed with our plan of operations. If we do not continue to obtain additional financing, we may be forced to abandon our business plan or significantly curtail our operations.

Going Concern

Our financial statements for the three and nine months ended September 30, 2012 have been prepared on a going concern basis and contain an additional explanatory paragraph in Note 1 which identifies issues that raise substantial doubt about our ability to continue as a going concern. Our financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Off-Balance Sheet Arrangements

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to our stockholders.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures, as defined in Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

7

As of the end of the period covered by this report we carried out an evaluation of the effectiveness of our disclosure controls and procedures with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon this evaluation, we concluded that our disclosure controls and procedures were not effective to ensure that information we are required to disclose in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information was not accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

Changes in Internal Control

During the three months ended September 30, 2012 there were no changes in our internal control over financial reporting (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act) that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

8

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not aware of any legal proceedings to which we are a party. None of our directors, officers, affiliates, any owner of record or beneficially of more than 5% of our voting securities, or any associate of any such director, officer, affiliate or security holder are (i) a party adverse to us in any legal proceedings, or (ii) have a material interest adverse to us in any legal proceedings. We are not aware of any other legal proceedings that have been threatened against us.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

In accordance with Canadian Multilateral Instrument 51-105 Issuers Quoted in the U.S. Over-the-Counter Markets and Canadian National Instrument 52-110 Audit Committees (“NI 52-110”), on September 30, 2012 we were required to establish an audit committee that complies with the requirements of NI 52-110. On that date, Carol Callaghan, our sole officer and director, was appointed as the sole member of the audit committee and we adopted the audit committee charter attached to this quarterly report as Exhibit 99.1 to govern the affairs of the audit committee and set out its mandate and responsibilities.

Item 6. Exhibits

Exhibit Number	Exhibit Description
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.1	Audit Committee Charter
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

9

SIGNATURES

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

	Desert Canadians Ltd.
	(Registrant)
Date: November 9, 2012	/s/ Carol Callaghan
	Carol Callaghan
	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

10

EX-31.1

Exhibit 31.1

Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Carol Callaghan, hereby certify that:

1. I have reviewed this quarterly report on Form 10-Q of Desert Canadians Ltd.;

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 in order 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 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 9, 2012

By:	/s/ Carol Callaghan
	Carol Callaghan
	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

EX-32.1

Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the quarterly report of Desert Canadians Ltd. (the “Company”) on Form 10-Q for the period ended September 30, 2012 as filed with the Securities and Exchange Commission (the “Report”), I, Carol Callaghan, in the capacities and on the dates indicated below, hereby certify pursuant to 18 U.S.C. 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 results of operations of the Company.

Dated: November 9, 2012

By:	/s/ Carol Callaghan
	Carol Callaghan
	President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Secretary, Treasurer, Director

EX-99.1 CHARTER

DESERT CANADIANS LTD.
(the “Company”)

AUDIT COMMITTEE CHARTER

This Charter establishes the composition, the authority, roles and responsibilities and the general objectives of the Company’s audit committee, or its Board of Directors (the “Board”) in lieu thereof (the “Audit Committee”). The roles and responsibilities described in this Charter must at all times be exercised in compliance with the legislation and regulations governing the Company and any subsidiaries.

Composition

(a) Number of Members. The Audit Committee must be comprised of a minimum of one director of the Company.

(b) Chair. If there is more than one member of the Audit Committee, members will appoint a chair of the Audit Committee (the “Chair”) to serve for a term of one (1) year on an annual basis. The Chair may serve as the chair of the Audit Committee for any number of consecutive terms.

Meetings

(a) Quorum. The quorum required to constitute a meeting of the Audit Committee is set at a majority of members.

(b) Agenda. The Chair will set the agenda for each meeting, after consulting with management and the external auditor. Agenda materials such as draft financial statements must be circulated to all Audit Committee members for members to have a reasonable amount of time to review the materials prior to the meeting.

(c) Notice to Auditors. The Company’s external auditors (the “Auditors”) will be provided with notice as necessary of any Audit Committee meeting, will be invited to attend each such meeting and will receive an opportunity to be heard at those meetings on matters related to the Auditors’ duties.

(d) Minutes. Minutes of Audit Committee meetings will be accurately recorded, with such minutes recording the decisions reached by the committee.

Roles and Responsibilities

The roles and responsibilities of the Audit Committee include the following:

External Auditor

The Audit Committee will:

(a) Selection of Auditors. Select, evaluate and recommend to the Board for shareholder approval, the Auditors to examine the Company’s accounts, controls and financial statements.

(b) Scope of Work. Evaluate, prior to the annual audit by the Auditors, the scope and general extent of the Auditors’ review, including the Auditors’ engagement letter.

(c) Compensation. Recommend to the Board the compensation to be paid to the Auditors.

(d) Replacement of Auditors. If necessary, recommend the replacement of the Auditors to the Board of Directors.

(e) Approve Non-Audit Related Services. Pre-approve all non-audit services to be provided by the Auditors to the Company or its subsidiaries.

(f) Responsibility for Oversight. Oversee the work of the Auditors, who must report directly to the Audit Committee.

(g) Resolution of Disputes. Assist with resolving any disputes between management and the Auditors regarding financial reporting.

Financial Statements and Financial Information

The Audit Committee will:

(a) Review Audited Financial Statements. Review the Company’s audited financial statements, discuss those statements with management and with the Auditors, and recommend their approval to the Board.

(b) Review Interim Financial Statements. Review and discuss with management the Company’s quarterly financial statements, and if appropriate, recommend their approval by the Board.

(c) MD&A, Annual and Interim Earnings Press Releases, Audit Committee Reports. Review management’s discussion and analysis, interim and annual press releases, and audit committee reports before the Company publicly discloses such information.

(d) Auditor Reports and Recommendations. Review and consider any significant reports and recommendations issued by the Auditors, together with management’s response, and the extent to which recommendations made by the Auditors have been implemented.

Risk Management, Internal Controls and Information Systems

The Audit Committee will:

(a) Internal Controls. Review with management and the Auditors the general policies and procedures used by the Company with respect to internal accounting and financial controls, and remain informed, through communications with the Auditors, of any weaknesses in internal controls that could cause errors or deficiencies in financial reporting or deviations from the accounting policies of the Company or from applicable laws or regulations.

(b) Financial Management. Periodically review the team in place to carry out financial reporting functions, circumstances surrounding the departure of any officers in charge of financial reporting, and the appointment of individuals to oversee such functions.

(c) Accounting Policies and Practices. Review management plans regarding any changes in accounting practices or policies and the financial impact thereof.

(d) Litigation. Review with the Auditors and legal counsel any litigation, claim or contingency, including tax assessments, that could have a material effect upon the financial position of the Company and the manner in which these matters are being disclosed in the Company’s financial statements.

(e) Other. Discuss with management and the Auditors correspondence with regulators, employee complaints, or published reports that raise material issues regarding the Company’s financial statements or disclosure.

Complaints

The Audit Committee will:

(a) Accounting, Auditing and Internal Control Complaints. Establish a procedure for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal controls or auditing matters.

(b) Employee Complaints. Establish a procedure for the confidential transmittal on condition of anonymity by the Company’s employees of concerns regarding questionable accounting or auditing matters.

Authority

(a) Auditors. The Auditors, and any internal auditors hired by the company, will report directly to the Audit Committee.

(b) Independent Advisors. The Audit Committee may, at the Company’s expense and without the approval of management, retain the services of independent legal counsel and any other advisors it deems necessary to carry out its duties and establish and pay the monetary compensation of such advisors.

Reporting

The Audit Committee will report to the Board on:

(a) the independence of the Auditors;

(b) the performance of the Auditors and any recommendations of the Audit Committee in relation thereto;

(c) the reappointment and termination of the Auditors;

(d) the adequacy of the Company’s internal controls and disclosure controls;

(e) the Audit Committee’s review of the Company’s annual and interim financial statements;

(f) the Audit Committee’s review of the annual and interim management discussion and analysis;

(g) the Company’s compliance with legal and regulatory matters to the extent they affect the its financial statements; and

(h) all other material matters dealt with by the Audit Committee.

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Summary of Significant Accounting Principles (Policies)

3 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Basis of Presentation and Fiscal Year

a) Basis of Presentation and Fiscal Year

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States, and are expressed in US dollars. The Company’s fiscal year end is June 30.

Interim Financial Statements

b) Interim Financial Statements

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2012.

Use of Estimates

c) Use of Estimates

The preparation of financial statements in conformity with US 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. The Company regularly evaluates estimates and assumptions related to valuation of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

Cash and Cash Equivalents

d) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

Fair Value of Financial Instruments

e) Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

Foreign Currency Translation

f) Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 740, Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Revenue Recognition

g) Revenue recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

Comprehensive Loss

h) Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2012 and 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

Basic and Diluted Net Income (Loss) Per Share

i) Basic and Diluted Net Income (Loss) Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

Income Taxes

j) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of the net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in the future years.

Recent Accounting Pronouncements

k) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Related Party Transactions

3 Months Ended

Sep. 30, 2012

Related Party Transactions [Abstract]

Related Party Transactions

3. Related Party Transactions

a) As at September 30, 2012, the Company is indebted to the President of the Company for $1,955 (June 30, 2012 - $1,946) for expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

b) As at September 30, 2012, the Company is indebted to a related company for $80,466 (June 30, 2012 – $78,466) for expenses paid for on behalf of the Company and advances provided to the Company, which is non-interest bearing, unsecured and due on demand.

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Balance Sheets (USD $)	Sep. 30, 2012	Jun. 30, 2012
Current Assets
Cash	$ 368	$ 738
Total Current Assets	368	738
Current Liabilities
Accounts payable and accrued liabilities	22,232	12,200
Due to related parties (Note 3)	82,422	80,412
Total Current Liabilities	104,654	92,612
Contingency (Note 1)
Stockholders’ Deficit
Common stock Authorized: 220,000,000 shares, par value $0.00001; 40,086,000 shares issued and outstanding	401	401
Additional paid-in capital	61,099	61,099
Deficit accumulated during the development stage	(165,786)	(153,374)
Total Stockholders’ Deficit	(104,286)	(91,874)
Total Liabilities and Stockholders’ Deficit	$ 368	$ 738

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Nature of Operations and Continuance of Business

3 Months Ended

Sep. 30, 2012

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of Operations and Continuance of Business

1. Nature of Operations and Continuance of Business

Desert Canadians Ltd. (the “Company”) was incorporated in the State of Delaware on July 30, 2008. The Company is a development stage company, as defined by Accounting Standards Codification (“ASC”) 915, Development Stage Entities. The Company’s principal business is to develop a website that provides comprehensive data to Canadians who are interested in owning real estate in California.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated significant revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate significant earnings in the immediate or foreseeable future. The continuation of the Company as a going concern and the ability of the Company to emerge from the development stage is dependent upon the continued financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations and to generate sustainable and significant revenue. As at September 30, 2012, the Company has an accumulated deficit of $165,786 since inception and has a working capital deficit of $104,286. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

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Summary of Significant Accounting Principles

3 Months Ended

Sep. 30, 2012

Accounting Policies [Abstract]

Summary of Significant Accounting Principles

2. Summary of Significant Accounting Principles

a) Basis of Presentation and Fiscal Year

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States, and are expressed in US dollars. The Company’s fiscal year end is June 30.

b) Interim Financial Statements

These interim unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States for interim financial information on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period. They do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Therefore, these financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended June 30, 2012.

c) Use of Estimates

The preparation of financial statements in conformity with US 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. The Company regularly evaluates estimates and assumptions related to valuation of long-lived assets and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

d) Cash and Cash Equivalents

The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.

e) Fair Value of Financial Instruments

The Company’s financial instruments consist principally of cash, accounts payable and amounts due to related parties. Pursuant to ASC 820, Fair Value Measurements and Disclosures, and ASC 825, Financial Instruments the fair value of the Company’s cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of its other financial instruments approximate their current fair values because of their nature and respective relatively short maturity dates or durations.

f) Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 740, Foreign Currency Translation Matters. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

g) Revenue recognition

The Company recognizes revenue when persuasive evidence of an arrangement exists, services have been rendered, the sales price is fixed or determinable, and collectability is reasonably assured.

h) Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at September 30, 2012 and 2011, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

i) Basic and Diluted Net Income (Loss) Per Share

The Company computes net earnings (loss) per share in accordance with ASC 260, Earnings Per Share, which requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti-dilutive.

j) Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes tax asset benefits for net operating losses carried forward. The potential benefits of the net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not that it will utilize the net operating losses carried forward in the future years.

k) Recent Accounting Pronouncements

The Company has implemented all new accounting pronouncements that are in effect and that may impact its financial statements and does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

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Balance Sheets (Parenthetical) (USD $)	Sep. 30, 2012	Jun. 30, 2012
Statement of Financial Position [Abstract]
Common stock, shares authorized	220,000,000	220,000,000
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares issued	40,086,000	40,086,000
Common stock, shares outstanding	40,086,000	40,086,000

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Document and Entity Information	3 Months Ended
	Sep. 30, 2012	Nov. 09, 2012
Document And Entity Information
Entity Registrant Name	Desert Canadians Ltd.
Entity Central Index Key	0001495932
Document Type	10-Q
Document Period End Date	Sep. 30, 2012
Amendment Flag	false
Current Fiscal Year End Date	--06-30
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		40,086,000
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2013

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Statements of Operations (USD $)	3 Months Ended		50 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Income Statement [Abstract]
Revenue
Operating Expenses
General and administrative	5,120	693	32,844
Professional fees	7,292	9,847	120,338
Website development costs			12,604
Total Operating Expenses	12,412	10,540	165,786
Net Loss	$ (12,412)	$ (10,540)	$ (165,786)
Loss Per Share – Basic and Diluted	$ 0.00	$ 0.00
Weighted Average Shares Outstanding	40,086,000	40,086,000

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Related Party Transactions (Details Narrative) (USD $)	Sep. 30, 2012	Jun. 30, 2012
Related Party Transactions [Abstract]
Due to president	$ 1,955	$ 1,946
Indebted to related company	$ 80,466	$ 78,466

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Statements of Cash Flows (USD $)	3 Months Ended		50 Months Ended
	Sep. 30, 2012	Sep. 30, 2011	Sep. 30, 2012
Operating Activities
Net loss	$ (12,412)	$ (10,540)	$ (165,786)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	10,032	5,182	22,232
Due to related parties	2,010	(22)	17,422
Prepaid expenses
Net Cash Used in Operating Activities	(370)	(5,380)	(126,132)
Financing Activities
Bank indebtedness		(745)
Issuance of common stock			61,500
Advances from related parties		8,000	65,000
Net Cash Provided by Financing Activities		7,255	126,500
Change in Cash	(370)	1,875	368
Cash – Beginning of Period	738
Cash – End of Period	368	1,875	368
Supplemental Disclosures
Interest paid
Income taxes paid

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Nature of Operations and Continuance of Business (Details Narrative) (USD $)	50 Months Ended
	Sep. 30, 2012	Jun. 30, 2012
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Accumulated deficit	$ 165,786	$ 153,374
Working capital deficit	$ 104,286