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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
 
FORM 10-Q
_______________
(Mark One)
 
x   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended October 31, 2012
 
o  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: 000-54379

PALMERSTON STOCK AGENCY, INC.
 (Exact name of registrant as specified in its charter)
 
 Delaware
     
(State or other jurisdiction of incorporation or
organization)
   
(I.R.S. Employee Identification No.)

17 Huiaiti Road
Pongoroa, New Zealand 4991

 (Address of principal executive offices and Zip code)
 _______________
 
011 64 6 376 2595
 (Registrant’s telephone number, including area code)
_______________
 
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No o
 
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 (or for such shorter period that the registrant was required to submit and post such files). 
 Yes o No x
 
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 o
Accelerated Filer o     
Non-Accelerated Filer o
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 x No o
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock. As of December 7, 2012, there were 14,375,000 shares, par value $.0001 per share, of Common Stock issued and outstanding.
 


 
 
 
 
 
PALMERSTON STOCK AGENCY, INC.

FORM 10-Q
 
October 31, 2012
 
INDEX
 
PART I-- FINANCIAL INFORMATION
 
Item 1.
Financial Statements
F-1
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.
Control and Procedures
7
     
PART II-- OTHER INFORMATION
 
 
Item 1.
Legal Proceedings
8
Item 1A.
Risk Factors
8
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
8
Item 3.
Defaults Upon Senior Securities
8
Item 4.
Mine Safety Disclosures
8
Item 5.
Other Information
8
Item 6.
Exhibits
8
     
SIGNATURE 9
 
 
2

 
 
CAUTIONARY STATEMENT ON FORWARD-LOOKING INFORMATION

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Forward-looking statements discuss matters that are not historical facts. Because they discuss future events or conditions, forward-looking statements may include words such as “anticipate,” “believe,” “estimate,” “intend,” “could,” “should,” “would,” “may,” “seek,” “plan,” “might,” “will,” “expect,” “anticipate,” “predict,” “project,” “forecast,” “potential,” “continue” negatives thereof or similar expressions. Forward-looking statements speak only as of the date they are made, are based on various underlying assumptions and current expectations about the future and are not guarantees. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, level of activity, performance or achievement to be materially different from the results of operations or plans expressed or implied by such forward-looking statements.

We cannot predict all of the risks and uncertainties. Accordingly, such information should not be regarded as representations that the results or conditions described in such statements or that our objectives and plans will be achieved and we do not assume any responsibility for the accuracy or completeness of any of these forward-looking statements. These forward-looking statements are found at various places throughout this quarterly report on Form 10-Q and include information concerning possible or assumed future results of our operations, including statements about potential acquisition or merger targets; business strategies; future cash flows; financing plans; plans and objectives of management; any other statements regarding future acquisitions, future cash needs, future operations, business plans and future financial results, and any other statements that are not historical facts.

These forward-looking statements represent our intentions, plans, expectations, assumptions and beliefs about future events and are subject to risks, uncertainties and other factors. Many of those factors are outside of our control and could cause actual results to differ materially from the results expressed or implied by those forward-looking statements. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements might not occur or might occur to a different extent or at a different time than we have described. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of the quarterly report on Form 10-Q. All subsequent written and oral forward-looking statements concerning other matters addressed in this Quarterly Report on Form 10-Q and attributable to us or any person acting on our behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this quarterly report on Form 10-Q.

Except to the extent required by law, we undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events, a change in events, conditions, circumstances or assumptions underlying such statements, or otherwise.
 
 CERTAIN TERMS USED IN THIS REPORT

When this report uses the words “we,” “us,” “our,” and the “Company,” they refer to Palmerston Stock Agency, Inc..  “SEC” refers to the Securities and Exchange Commission.
 
 
3

 
 
PART I-- FINANCIAL INFORMATION
 
ITEM 1. FINANCIAL STATEMENTS
 
PALMERSTON STOCK AGENCY, INC.
(a development stage company)
BALANCE SHEETS
 
ASSETS
   
10/31/2012
   
4/30/2012
 
CURRENT ASSETS
 
(unaudited)
   
(audited)
 
             
Cash
  $ 2,272     $ 273  
Total Current Assets
    2,272       273  
TOTAL ASSETS
  $ 2,272     $ 273  
                 
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
                 
CURRENT LIABILITIES
               
                 
Accrued Expenses
  $ 44,619     $ 42,119  
Total Current Liabilities
    44,619       42,119  
TOTAL LIABILITIES
    44,619       42,119  
                 
STOCKHOLDERS' DEFICIENCY
               
                 
Preferred Stock - Par value $0.0001;
               
Authorized: 100,000,000
               
Issued and Outstanding: None
    -       -  
                 
Common Stock - Par value $0.0001;
               
Authorized: 200,000,000
               
Issued and Outstanding: 14,375,000 and 14,375,000, respectively
    1,438       1,438  
                 
Additional Paid-In Capital
    72,051       58,631  
Deficit accumulated during the development stage
    (115,835 )     (101,914 )
                 
Total Stockholders' Deficiency
    (42,347 )     (41,846 )
                 
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIENCY
  $ 2,272     $ 273  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-1

 
 
PALMERSTON STOCK AGENCY, INC.
 
(a development stage company)
 
STATEMENTS OF OPERATIONS
 
   
               
Period from
 
   
For the six
   
For the six
   
May 12, 2009
 
   
months ended
   
months ended
   
(Inception) to
 
   
October 31, 2012
   
October 31, 2011
   
October 31, 2012
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
                   
REVENUE
  $ -     $ -     $ -  
COST OF SERVICES
    -       -       -  
GROSS PROFIT OR (LOSS)
    -       -       -  
                         
OPERATING EXPENSES:
                       
     GENERAL AND ADMINISTRATIVE EXPENSES
    1,121       514       12,410  
     PROFESSIONAL FEES
    12,800       47,890       103,425  
                         
TOTAL OPERATING EXPENSES
    13,921       48,404       115,835  
                         
NET LOSS
    (13,921 )     (48,404 )     (115,835 )
                         
Loss per share, Basic and Diluted
  $ (0.00 )   $ (0.00 )   $ (0.01 )
                         
Weighted average number of common shares outstanding
    14,375,000       14,375,000       13,426,238  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-2

 
 
PALMERSTON STOCK AGENCY, INC.
 
(a development stage company)
 
STATEMENTS OF OPERATIONS
 
             
   
For the three
   
For the three
 
   
months ended
   
months ended
 
   
October 31, 2012
   
October 31, 2011
 
   
(unaudited)
   
(unaudited)
 
             
REVENUE
  $ -     $ -  
COST OF SERVICES
    -       -  
GROSS PROFIT OR (LOSS)
    -       -  
                 
OPERATING EXPENSES:
               
     GENERAL AND ADMINISTRATIVE EXPENSES
    324       277  
     PROFESSIONAL FEES
    4,525       4,135  
                 
TOTAL OPERATING EXPENSES
    4,849       4,412  
                 
NET LOSS
    (4,849 )     (4,412 )
                 
Loss per share, Basic and Diluted
  $ (0.00 )   $ (0.00 )
                 
Weighted average number of common shares outstanding
    14,375,000       14,375,000  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-3

 
 
PALMERSTON STOCK AGENCY, INC.
(a development stage company)
STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
From inception (May 12, 2009) through October 31, 2012
                               
               
ADDITIONAL
         
TOTAL
 
         
COMMON
   
PAID-IN
   
ACCUMULATED
   
EQUITY
 
   
SHARES
   
STOCK
   
CAPITAL
   
DEFICIT
   
(DEFICIENCY)
 
                               
Stock issued as founders' shares
                             
     on May 12, 2009 (inception) at
                             
     par value
    10,000,000     $ 1,000     $ (1,000 )   $ -     $ -  
                                         
Stock issued for cash on
                                       
     January 21, 2010 at $0.01 per
                                       
     share
    4,000,000       400       39,600       -       40,000  
                                         
In-Kind Contribution
                    4       -       4  
                                         
Net Loss
                            (11,166 )     (11,166 )
                                         
Total, April 30, 2010
    14,000,000       1,400       38,604       (11,166 )     28,838  
                                         
Loan converted to capital
                    168       -       168  
                                         
Stock issued for cash on
                                       
     September 23, 2010 at $0.01
                                       
     per share
    375,000       38       3,713       -       3,750  
                                         
Net Loss
                            (32,849 )     (32,849 )
                                         
Total, April 30, 2011
    14,375,000       1,438       42,485       (44,015 )     (93 )
                                         
Capital Contribution
                    16,146               16,146  
                                         
Net Loss
                            (57,899 )     (57,899 )
                                         
Total, April 30, 2012
    14,375,000       1,438       58,631       (101,914 )     (41,846 )
                                         
Capital Contribution
                    13,420               13,420  
                                         
Net Loss
                            (13,921 )     (13,921 )
                                         
Total, October 31, 2012 (unaudited)
    14,375,000     $ 1,438     $ 72,051     $ (115,835 )   $ (42,347 )
 
The accompanying notes are an integral part of these financial statements.
 
 
F-4

 
 
PALMERSTON STOCK AGENCY, INC.
(a development stage company)
STATEMENTS OF CASH FLOWS
 
               
Period from
 
   
For the six
   
For the six
   
May 12, 2009
 
   
months ended
   
months ended
   
(Inception) to
 
   
October 31, 2012
   
October 31, 2011
   
October 31, 2012
 
   
(unaudited)
   
(unaudited)
   
(unaudited)
 
CASH FLOWS FROM OPERATING ACTIVITIES
                 
                   
Net loss
  $ (13,921 )   $ (48,404 )   $ (115,835 )
                         
Interest as In-Kind Contribution
    -       -       4  
Increase in Accrued Expenses
    2,500       34,634       44,619  
                         
Total adjustments to net loss
    2,500       34,634       44,623  
                         
Net cash used in operating activities
    (11,421 )     (13,770 )     (71,212 )
                         
CASH FLOWS FROM FINANCING ACTIVITIES
                       
                         
Shareholder Loan
    -       -       168  
Capital Contribution
    13,420       13,176       29,566  
Common Stock Proceeds
    -       -       43,750  
                         
Net cash flows provided by financing activities
    13,420       13,176       73,484  
                         
CASH RECONCILIATION
                       
                         
Net increase (decrease) in cash
    1,999       (594 )     2,272  
Cash - beginning balance
    273       3,167       -  
                         
CASH BALANCE - END OF PERIOD
  $ 2,272     $ 2,573     $ 2,272  
                         
SUPPLEMENTAL DISCLOSURE OF NON-CASH ACTIVITIES:
                       
                         
Conversion of Debt to Equity
  $ -     $ -     $ 168  
 
The accompanying notes are an integral part of these financial statements.
 
 
F-5

 
 
PALMERSTON STOCK AGENCY, INC.
(A Development Stage Company)
October 31, 2012
NOTES TO FINANCIAL STATEMENTS
 
NOTE 1 - ORGANIZATION

Palmerston Stock Agency, Inc.  (the “Company,” ”We,” “Ours,” “Us”), a development stage company, was incorporated on May 12, 2009 under the laws of the State of Delaware. The Company was formed to commence business as a stock agent in the wool trade. We have developed contacts in the industry through our experience and background in the wool trade.  Through these contacts we intend to buy sheared grease wool direct from farmers in the Manawatu-Wanganui region of New Zealand and eventually expand to Australia as we grow our business operations. We intend to oversee the purchase of the wool, process the wool and separate it for sale at auction or sell direct to the textile manufacturing industry.  We anticipate consulting with representatives in Asia and Europe to assist marketing our product to the textile manufacturing industry.

Initial operations have included organization and incorporation, target market identification, marketing plans, and capital formation. A substantial portion of the Company’s activities has involved developing a business plan and establishing contacts and visibility in the marketplace. The Company has generated no revenues since inception.
 
NOTE 2 – SUMMARY OF ACCONTING POLICIES

Basis of presentation

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission (“SEC”) to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These unaudited interim financial statements should be read in conjunction with the financial statements of the Company for the year ended April 30, 2012 and notes thereto contained in the Company’s Annual Report on Form 10-K filed with the SEC on July 20, 2012.
 
Development Stage Company

The Company is a development stage company and has recognized no revenue, is still devoting substantially all of its efforts on establishing the business and its planned principal operations have not commenced. All losses accumulated since inception, have been considered as part of the Company’s development stage activities.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 as well as the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

Cash Equivalents
 
The Company considers all highly liquid investments with maturities of three months or less at the time of purchase to be cash equivalents.
 
 
F-6

 
 
Fair Value of Financial Instruments

The fair value of a financial instrument is the amount at which the instrument could be exchanged in a current transaction between willing parties.  The carrying amounts of financial assets and liabilities, such as cash, prepaid expenses, and accrued expenses, approximate their fair values because of the short maturity of these instruments.
 
Net loss per common share

Net loss per common share is computed pursuant to section 260-10-45 of the Financial Accounting Standards Board Accounting Standards Codification. Basic net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per common share is computed by dividing net loss by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period.
 
There were no potentially dilutive shares outstanding as of October 31, 2012.
 
Income Taxes

The Company utilizes the asset and liability method to measure and record deferred income tax assets and liabilities.  Deferred tax assets and liabilities reflect the future income tax effects of temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and are measured using enacted tax rates that apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The Company had adopted the provisions of Accounting for Uncertainty in Income Taxes, which clarifies the accounting for uncertainties in tax positions and requires that the Company recognizes in its financial statements the impact of an uncertain tax position, if that position has more likely than not chance of not being sustained on audit, based on technical merits of that position. The adoption of this standard did not have an impact on the Company’s financial statements.

Subsequent Events

The Company has evaluated all subsequent events through the date the financial statements were issued for possible disclosure and recognition in the financial statements. No events or transactions were identified during the period that require disclosure and recognition.
 
NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.  As reflected in the accompanying financial statements, the Company had a deficit accumulated during the development stage of $115,835, a net loss and net cash used in operations of $13,921 and $11,421 for the six months ended October 31, 2012, and of $48,404 and $13,770 for the six months ended October 31, 2011 and of $115,835 and $71,212 for the period from May 12, 2009 (Inception) to October 31, 2012, respectively. These conditions raise substantial doubt about its ability to continue as a going concern.
 
The ability of the Company to continue as a going concern is dependent upon the Company’s ability to further implement its business plan and generate sufficient revenues. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management believes that the actions presently being taken to further implement its business plan and generate revenues provide the opportunity for the Company to continue as a going concern.

The financial statements do not include any adjustments related to the recoverability and classification of recorded asset amounts or the amounts and classification of liabilities that might be necessary should the Company be unable to continue in existence.
 
 
F-7

 
 
NOTE 4 - STOCKHOLDERS’ EQUITY

Preferred stock

Preferred stock includes 100,000,000 shares authorized at a par value of $0.0001, of which none are issued or outstanding.
 
Common stock

Common Stock includes 200,000,000 shares authorized at a par value of $0.0001, of which 10,000,000 have been issued for the amount of $1,000 on May 12, 2009 to the Company’s officers as founders’ shares.
 
On January 21, 2010, the Company issued 4,000,000 shares of common stock for cash in the amount of $40,000, or $0.01 per share.
 
On September 23, 2010, the Company issued 375,000 shares of common stock for cash in the amount of $3,750, or $0.01 per share.
 
For the period from May 12, 2009 (inception) through October 31, 2012, the Company received advances from its founder of $29,734 in aggregate for working capital purposes, which were recorded as contribution of capital.
 
 
F-8

 
 
ITEM 2. 
MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following plan of operation provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. This section includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance. Forward-looking statements are often identified by words like believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from our predictions.
 
Plan of Operations
 
Palmerston Stock Agency, Inc. was incorporated in the state of Delaware on May 12, 2009. We were formed to commence business as a stock agent in the wool trade. Our founder and President, Ian Raleigh has numerous years of experience in the wool trade. He was raised on his parent’s sheep farming community in New Zealand and owns his own sheep which he has farmed and bred for the wool industry.   
 
We intend to buy sheared grease wool direct from farmers in the Manawatu-Wanganui region of New Zealand and eventually expand to Australia as we grow our business operations. We intend to oversee the purchase of the wool, process the wool and separate it for sale at auction or sell direct to the textile manufacturing industry.  We anticipate consulting with representatives in Asia and Europe to assist marketing our product to the textile manufacturing industry.
 
We have not commenced business operations, have not taken any significant steps to implement our business plan and there is no guarantee that we will achieve our revenue projections discussed below.
 
Year One Expenses and Forecast in US Dollars (Interest paid on funds not included)
 
Inventory: The company will be required to purchase at least 120,000 kilograms of ``grease wool`` for our inventory. This would average out to 10,000 kilograms per month.
 
Lease for warehouse space: $4,600 per month X 12 = $55,200
New 4hp 480volt wool press with built in scale: $7,000
Custom made wash bins and tables: $6,000
Deposit for lease for truck: $3,000
Lease of new five ton truck with flat deck with wool cage: $875.00 per month $10,500
Full-time licensed classer: $3,000 per month $36,000
One part-time laborer: $1,500 per month $18,000
Electric bill (estimated): $1,200 per month $14,400
 
Inventory and disability insurance (quoted): $4,000
 
Truck insurance (quoted): $1,700
Telephone expenses including long distance: $4,800
Fuel expenses: $9,200
Website creation and first year hosting: $5,500
Printing of business cards and brochures: $3,000
Bookkeeping/Accounting: $11,500
Attorney fees: $15,000
 
Electronic filing fees: $1,500
Travel expenses: $8,000
Print advertising: $4,000
Miscellaneous expenses: $2,000
Salary for Ian Raleigh, the company`s President , and Michael Raleigh, Secretary: $0
 
 
4

 
 
Total year one expenses: $850,000
 
Year Two Expenses and Forecast in US Dollars (Interest paid on funds not included)
 
The company would have no plans of paying a dividend in year two. All profits in year one will be rolled into expansion of inventory and sales in year two.
 
Lease for warehouse space: $4,600 per month X 12 = $55,200
Lease of new five ton truck with flat deck with steel cage: $875.00 per month $10,500
Full-time licensed classer: $3,000 per month $36,000
 
One part-time laborers: $1,500 per month $18,000
Electric bill (estimated): $1,200 per month $14,400
Inventory and disability insurance (quoted): $4,000
Truck insurance (quoted): $1,700
Telephone expenses including long distance: $4,800
 
Fuel expenses: $9,200
 
Website hosting (one year): $175
Printing of business cards and brochures: $2,000
Bookkeeping/Accounting: $11,500
Attorney fees: $5,000
Electronic filing fees: $1,500
Miscellaneous expenses: $2,000
Contingency fund: $2,000
 
Salary for Ian Raleigh, the company`s President , and Michael Raleigh, Secretary: $0
 
Total year two expenses: $930,000
 
Year Three Expenses and Forecast in US Dollars (Interest paid on funds not included)
 
The company would have no plans of paying a dividend in year three. All profits in year one will be rolled into expansion of inventory and sales in year three.
 
Lease for warehouse space: $4,600 per month X 12 = $55,200
Lease of new five ton truck with flat deck with steel cage: $875.00 per month $10,500
Full-time licensed classer: $3,000 per month $36,000
One part-time laborers: $1,500 per month: $18,000
Electric bill (estimated): $1,200 per month: $14,400
Inventory and disability insurance (quoted): $4,000
Truck insurance (quoted): $1,700
Telephone expenses including long distance: $4,800

Fuel expenses: $9,200
 
Website hosting (one year): $175
Printing of business cards and brochures: $2,000
Bookkeeping/Accounting: $11,500
Attorney fees: $5,000
Electronic filing fees: $1,500
Miscellaneous expenses: $2,000
Contingency fund: $2,000

Salary for Ian Raleigh, the company`s President and Michael Raleigh, Secretary: $0
 
 
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Total year three expenses: $1,000,000
 
Year Four Expenses and Forecast
 
We cannot predict our year four of business operations as among other things the fluctuation of the currencies and the selling price of wool will determine the results of year four. If the company is successful in reaching its forecasted sales numbers in year three it will be in a position to borrow from banks to aid expansion in addition to growing by way of raising capital through the equity markets. The company may issue a dividend to shareholders in year four if possible.
 
There are many factors that could have a substantial impact on our estimates in our business plan and forecasts discussed above including but not limited to:
 
Our ability to raise capital;
The wholesale and retail price fluctuations of wool;
Expenses that we estimated incorrectly; and
Unforeseen expenses we failed to foresee
 
The aforementioned factors could cause the numbers set forth in this section to change.
 
Limited Operating History
 
We have generated no independent financial history and have not previously demonstrated that we will be able to expand our business. Our business is subject to risks inherent in growing an enterprise, including limited capital resources and possible rejection of our business model and/or sales methods.
 
Results of Operations

For the six months ended October 31, 2012 and 2011
 
We have not generated any revenue since inception. Operating expenses for the six months ended October 31, 2012 totaled $13,921 resulting in a loss of $13,921, as compared with operating expenses of $48,404 for the six month period ended October 31, 2011. Our operating expenses for the six months ended October 31, 2012, consisted of (i) $1,121 in general and administrative expenses, increased by $606, from $514 for the six months ended October 31, 2011; (ii) $12,800 in professional fees, decreased by $35,090, from $47,890 for the six months ended October 31, 2011. The difference in professional fees between the six months ended October 31, 2012 and 2011 was primarily the cost incurred in 2011 of initially preparing and qualifying us as a reporting company.
 
Capital Resources and Liquidity
 
As of October 31, 2012 we have $2,272 cash on hand.
 
Ian Raleigh and Michael Raleigh are the only employees initially as the company seeks contracts. Additionally there will be little if any capital expenditures due to the nature of the business. Finally, it should be noted that assets will be bought on an as needed basis and will be purchased as a part of a contract with either cash on hand or a receivable in place.
 
Based upon the above, we believe that we have enough cash to support our daily operations while we are attempting to commence operations and produce revenues. However, if we are unable to satisfy our cash requirements we may be unable to proceed with our plan of operations.   We also do not expect any significant additions to the number of employees. The foregoing represents our best estimate of our cash needs based on current planning and business conditions. In the event we are not successful in reaching our initial revenue targets, additional funds may be required, and we may not be able to proceed with our business plan for the development and marketing of our core services. Should this occur, we will suspend or cease operations.
 
 
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We anticipate that depending on market conditions and our plan of operations, we may incur operating losses in the foreseeable future. Therefore, our auditors have raised substantial doubt about our ability to continue as a going concern.
 
Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly. 
 
Recent Accounting Pronouncements

There are no new accounting pronouncements that are expected to have a material impact on the Company's financial position or results of operations.

Critical Accounting Policies and Estimates

None.

Off Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.

Item 3.
Quantitative and Qualitative Disclosures About Market Risk
  
Smaller reporting companies are not required to provide the information required by this item.
 
Item 4.
Controls and Procedures
 
Disclosure controls and procedures.

Pursuant to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”), the Company carried out an evaluation, with the participation of the Company’s management, including the Company’s principal executive officer and principal financial officer of the effectiveness of the Company’s disclosure controls and procedures (as defined under Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this report. Based upon that evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in the reports that the Company files or submits 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 is accumulated and communicated to the Company’s management, including the Company’s principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting.

There have been no changes in our internal control over financial reporting that occurred during the quarter covered by this quarterly report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. 
 
 
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PART II - OTHER INFORMATION
 
Item 1.
Legal Proceedings
 
We are currently not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.
 
Item 1A.
Risk Factors
 
Smaller reporting companies are not required to provide the information required by this item.
 
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
 
None
 
Item 6.
Exhibits
 
(a) 
Exhibits
 
31.1
Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
   
32.1+
Certification of Principal Executive Officer and Principal Financial Officer of the Registrant pursuant to 18 U.S.C. 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
   
101*
Interactive Data File (Form 10-Q for the quarterly period ended October 31, 2012 furnished in XBRL).
 
+ In accordance with SEC Release 33-8238, Exhibit 32.1 is being furnished and not filed.
* 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, deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise not subject to liability under these sections.

 
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SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
PALMERSTON STOCK AGENCY, INC.
 
     
Date:  December 19, 2012
By:  
/s/ Ian Raleigh
 
   
Ian Raleigh
 
   
President and Chief Financial Officer
(Duly Authorized Officer, Principal Executive Officer and Principal Financial and  Accounting Officer)
 
 
 
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