Urban Hydroponics, Inc. - FORM 10-Q/A

Attached files

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EX-32 - SECTION 906 CERTIFICATION - Urban Hydroponics, Inc.	ex32.txt
EX-31 - SECTION 302 CERTIFICATION - Urban Hydroponics, Inc.	ex31.txt

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

FORM 10-Q/A
Amendment No. 1

Quarterly Report under Section 13 or 15 (d) of
Securities Exchange Act of 1934

For the Period ended September 30, 2010

Commission File Number 333-127736

PLACER DEL MAR, LTD.
(Name of small business issuer in its charter)

Nevada 72-1600437
(State of Incorporation) (IRS Employer ID Number)

302 Washington Street #351
San Diego, CA 92103-4221
(775) 352-3839
(Address and telephone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 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 (ss.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 [ ] 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,"
"non-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]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,720,000 shares of common stock, par
value $0.001, as of December 7, 2010

EXPLANATORY NOTE

We are filing this Form 10-Q/A to our Quarterly Report on Form 10-Q for the
quarter ended September 30, 2010 as originally filed with the Securities and
Exchange Commission on November 30, 2010 (the "Form 10-Q"). The sole purpose of
this Form 10-Q/A is to correct and revise the filing to indicate that the
Company is not a shell company as defined in 12b-2 of the Securities Exchange
Act of 1934. Specifically, the cover page was modified, the Management
Discussion and Analysis of Financial Condition and Results of Operations, and
Footnote One of the Financial Statements were modified.

In connection with the filing of this Form 10-Q/A and pursuant to the rules of
the Securities and Exchange Commission, we are including with this Form 10-Q/A
currently dated certifications pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002.

Except as described above, no other changes have been made to the Form 10-Q.
This Form 10-Q/A speaks as of the original filing date of the Form 10-Q, does
not reflect events that may have occurred subsequent to the original filing
date, and does not modify or update in any way disclosures made in the Form
10-Q.

ITEM 1. FINANCIAL STATEMENTS.

The un-audited quarterly financial statements for the period ended September 30,
2010, prepared by the company, immediately follow.

PLACER DEL MAR, LTD
(An Exploration Stage Company)
Balance Sheets
(Stated in US Dollars)
--------------------------------------------------------------------------------

As of As of
September 30, June 30,
2010 2010
---------- ----------
(Unaudited)

ASSETS

CURRENT ASSETS
Cash $ 3,050 $ 1,292
---------- ----------
TOTAL CURRENT ASSETS 3,050 1,292
---------- ----------

TOTAL ASSETS $ 3,050 $ 1,292
========== ==========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 400 $ 9,600
Loan from shareholder 79,300 59,300
---------- ----------
TOTAL CURRENT LIABILITIES 79,700 68,900
---------- ----------
TOTAL LIABILITIES 79,700 68,900

STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 50,000,000 shares
authorized; 1,720,000 shares issued and outstanding
as of June 30, 2010 and June 30, 2009 1,720 1,720
Additional paid-in capital 42,480 42,480
Deficit accumulated during exploration stage (120,850) (111,808)
---------- ----------

TOTAL STOCKHOLDERS' EQUITY (76,650) (67,608)
---------- ----------

TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 3,050 $ 1,292
========== ==========

See Notes to Financial Statements

PLACER DEL MAR, LTD
(An Exploration Stage Company)
Statements of Operations (Unaudited)
(Stated in US Dollars)
--------------------------------------------------------------------------------

May 13, 2005
Three Months Three Months (Inception )
Ended Year Ended Through
September 30, September 30, September 30,
2010 2009 2010
---------- ---------- ----------

REVENUES
Revenues $ -- $ -- $ --
---------- ---------- ----------
TOTAL REVENUES -- --

OPERATING COSTS
Exploration expenses -- -- 23,474
Administrative expenses 9,042 24 97,376
---------- ---------- ----------
TOTAL OPERATING COSTS 9,042 24 120,850
---------- ---------- ----------

NET INCOME (LOSS) $ (9,042) $ (24) $ (120,850)
========== ========== ==========

BASIC EARNINGS PER SHARE $ (0.01) $ (0.00)
========== ==========
WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING 1,720,000 1,720,000
========== ==========

See Notes to Financial Statements

PLACER DEL MAR, LTD
(An Exploration Stage Company)
Statements of Changes in Stockholders' Equity
From May 13, 2005 (Inception) through September 30, 2010
(Stated in US Dollars)
--------------------------------------------------------------------------------

Deficit
Accumulated
Common Additional During
Common Stock Paid-in Exploration
Stock Amount Capital Stage Total
----- ------ ------- ----- -----

BALANCE, MAY 13, 2005 -- $ -- $ -- $ -- $ --

Stock issued for cash on May 20, 2005
@ $0.01 per share 1,000,000 1,000 9,000 10,000

Stock issued for cash on June 14, 2005
@ $0.01 per share 420,000 420 3,780 4,200

Stock issued for cash on June 30, 2005
@ $0.10 per share 200,000 200 19,800 20,000

Net loss, June 30, 2005 (3,500) (3,500)
---------- ---------- ---------- ---------- ----------
BALANCE, JUNE 30, 2005 1,620,000 1,620 32,580 (3,500) 30,700
---------- ---------- ---------- ---------- ----------
Stock issued for services on May 22, 2006
@ $0.10 per share 100,000 100 9,900 10,000

Net loss, June 30, 2006 (25,885) (25,885)
---------- ---------- ---------- ---------- ----------
BALANCE, JUNE 30, 2006 1,720,000 1,720 42,480 (29,385) 14,815
---------- ---------- ---------- ---------- ----------

Net loss, June 30, 2007 (29,105) (29,105)
---------- ---------- ---------- ---------- ----------
BALANCE, JUNE 30, 2007 1,720,000 1,720 42,480 (58,490) (14,290)
---------- ---------- ---------- ---------- ----------

Net Loss June 30, 2008 (18,023) (18,023)
---------- ---------- ---------- ---------- ----------
BALANCE, JUNE 30, 2008 1,720,000 1,720 42,480 (76,513) (32,313)
---------- ---------- ---------- ---------- ----------

Net Loss June 30, 2009 (24,649) (24,649)
---------- ---------- ---------- ---------- ----------
BALANCE JUNE 30, 2009 1,720,000 1,720 42,480 (101,162) (56,962)
---------- ---------- ---------- ---------- ----------

Net Loss June 30, 2010 (10,646) (10,646)
---------- ---------- ---------- ---------- ----------
BALANCE JUNE 30, 2010 1,720,000 1,720 42,480 (111,808) (67,608)
---------- ---------- ---------- ---------- ----------

Net Loss September 30, 2010 (9042) (9,042)
---------- ---------- ---------- ---------- ----------

BALANCE SEPTEMBER 30, 2010 (UNAUDITED) 1,720,000 $ 1,720 $ 42,480 $ (120,850) $ (76,650)
========== ========== ========== ========== ==========

See Notes to Financial Statements

PLACER DEL MAR, LTD
(An Exploration Stage Company)
Statements of Cash Flow (Unaudited)
(Stated in US Dollars)
--------------------------------------------------------------------------------

May 13,2005
Three Months Three months Inception
Ended Ended Through
September 30, September 30, September 30,
2010 2009 2010
----------- ----------- -----------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (9,042) $ (24) $ (120,850)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Stock issued for services -- -- 10,000
Changes in operating assets and liabilities:
Accounts payable and accrued expenses (9,200) -- 400
----------- ----------- -----------

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (18,242) (24) (110,450)

CASH FLOWS FROM INVESTING ACTIVITIES

NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan from shareholder 20,000 200 79,300
Issuance of common stock -- -- 1,620
Additional paid-in capital -- -- 32,580
----------- ----------- -----------

NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 20,000 200 113,500
----------- ----------- -----------

NET INCREASE (DECREASE) IN CASH 1,758 176 3,050

CASH AT BEGINNING OF PERIOD 1,292 38 --
----------- ----------- -----------

CASH AT END OF PERIOD $ 3,050 $ 214 $ 3,050
=========== =========== ===========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
Interest $ -- $ -- $ --
========== =========== ===========

Income Taxes $ -- $ -- $ --
========== =========== ===========

See Notes to Financial Statements

PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Notes to Financial Statements
September 30, 2010
(Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Placer Del Mar, Ltd. (the "Company") was incorporated in the State of Nevada on
May 13, 2005, and its year-end is June 30. The Company is "An Exploration Stage
Company" as defined by Financial Accounting Standards Board ("FASB") Accounting
Standards Codification ("ASC") 918, DEVELOPMENT STAGE ENTITIES. The Company
obtained a mineral rights option agreement on June 3, 2005. The Company has
ongoing exploration activities on the property and is considered to be a Smaller
Reporting Company for U.S. Securities and Exchange Commission filing purposes.
Management believes that based upon the definition of a Shell Company set forth
in Footnote 172 to Amended Rule 144, The Company is not a Shell Company because
they have a limited operating history, were a start- up company, and as such,
does not have "no or nominal operations. Specifically, the Company's inception
date was May, 13th 2005. The Company began operations in September of 2006 and
has had ongoing operations and has spent $120,850 to date on operations to
confirm viable minerals within the claim. These funds have been expensed due to
PCAOB and GAAP rules. The Company will continue to dedicate funds through
ongoing trenching seeking to identify and exploit any minerals within the mining
claim asset. Further the Company paid an upfront fee of $2,000 for the Placer
Del Mar claim, and retain 99% of the net smelter returns from any viable
minerals within the claim. It is subject to a net smelter return of 1% to Mr.
Almarez.

The Company is engaged in the exploration of mineral properties with a view to
exploit any mineral deposits they discover that demonstrate economic viability.
Further exploration will be required before the Company is able to determine the
economic viability of the property.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

The Company's financial statements are prepared using the accrual method of
accounting.

BASIC EARNINGS (LOSS) PER SHARE

The Company computes net income (loss) per share in accordance with ASC 260,
EARNINGS PER SHARE. ASC 260 specifies the computation, presentation and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock. The Company has adopted the provisions of ASC 260 effective
May 13, 2005 (inception).

Basic net earnings (loss) per share amounts are computed by dividing the net
earnings (loss) by the weighted average number of common shares outstanding.
Diluted earnings (loss) per share are the same as basic earnings (loss) per
share due to the lack of dilutive items in the Company.

CASH EQUIVALENTS

The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

MINERAL PROPERTY COSTS

The Company continues to conduct exploration and trenching activities that began
on September 27, 2006 and has not yet realized any revenues from its ongoing
operations. All exploration expenditures are expensed as incurred. Costs of
acquisition and option costs of mineral rights are capitalized upon acquisition.
Mine development costs incurred to develop new ore deposits, to expand the
capacity of mines, or to develop mine areas substantially in advance of current
production are also capitalized once proven and probable reserves exist and the
property is a commercially mineable

property. Costs incurred to maintain current production or to maintain assets on
a standby basis are charged to operations. If the Company does not continue with
exploration after the completion of the feasibility study, the mineral rights
will be expensed at that time. Costs of abandoned projects are charged to mining
costs including related property and equipment costs. To determine if these
costs are in excess of their recoverable amount periodic evaluation of carrying
value of capitalized costs and any related property and equipment costs are
based upon expected future cash flows and/or estimated salvage value in
accordance with Accounting Standards Codification (ASC) 360-10-35-15, Impairment
or Disposal of Long-Lived Assets.

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

INCOME TAXES

INCOME taxes are provided in accordance with ASC 740, INCOME TAXES. A deferred
tax asset or liability is recorded for all temporary differences between
financial and tax reporting and net operating loss carry forwards. Deferred tax
expense (benefit) results from the net change during the year of deferred tax
assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.

RECENT ACCOUNTING PRONOUNCEMENTS

In March 2010, the FASB issued Accounting Standards Update ("ASU") No. 2010-11,
which is included in the Codification under ASC 815. This update clarifies the
type of embedded credit derivative that is exempt from embedded derivative
bifurcation requirements. Only an embedded credit derivative that is related to
the subordination of one financial instrument to another qualifies for the

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

exemption. This guidance became effective for the Company's interim and annual
reporting periods beginning January 1, 2010. The adoption of this guidance did
not have a material impact on the Company's financial statements.

In February 2010, the FASB issued ASU No. 2010-09, which is included in the
Codification under ASC 855, SUBSEQUENT EVENTS ("ASC 855"). This update removes
the requirement for an SEC filer to disclose the date through which subsequent
events have been evaluated and became effective for interim and annual reporting
periods beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company's financial statements.

In January 2010, the FASB issued ASU No. 2010-06, which is included in the
Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES ("ASC 820").
This update requires the disclosure of transfers between the observable input
categories and activity in the unobservable input category for fair value
measurements. The guidance also requires disclosures about the inputs and
valuation techniques used to measure fair value and became effective for interim
and annual reporting periods beginning January 1, 2010. The adoption of this
guidance did not have a material impact on the Company's financial statements.

FASB Accounting Standards Codification -- Effective for interim and annual
periods ending after September 15, 2009, the FASB has defined a new hierarchy
for U.S. GAAP and established the FASB Accounting Standards Codification (ASC)
as the sole source for authoritative guidance to be applied by nongovernmental
entities. The adoption of the ASC changes the manner in which U.S. GAAP guidance
is referenced, but it does not have any impact on our financial position or
results of operations

In August 2009, the FASB issued ASU No. 2009-05, "Measuring Liabilities at Fair
Value," or ASU 2009-05, which amends ASC 820 to provide clarification of a
circumstances in which a quoted price in an active market for an identical
liability is not available. A reporting entity is required to measure fair value
using one or more of the following methods: 1) a valuation technique that uses
a) the quoted price of the identical liability when traded as an asset or b)
quoted prices for similar liabilities (or similar liabilities when traded as
assets) and/or 2) a valuation technique that is consistent with the principles
of ASC 820. ASU 2009-05 also clarifies that when estimating the fair value of a
liability, a reporting entity is not required to adjust to include inputs
relating to the existence of transfer restrictions on that liability. The
adoption of this ASU did not have an impact on the Company's consolidated
financial statements.

In May 2009, the FASB issued ASC No. 855 "Subsequent Events". ASC No. 855
establishes general standards of accounting for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are available to be issued. ASC No. 855 sets forth (1) The period after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, (2) The circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in its
financial statements and (3) The disclosures that an entity should make about
events or transactions that occurred after the balance sheet date. ASC No. 855
was effective for interim or annual financial periods ending after June 15,
2009. The Company has evaluated subsequent events through June 30, 2010 which
represents the date on which the financial statements were issued.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In April 2009, the FASB issued additional disclosure requirements related to
fair values, which are included in ASC 820, "Interim Disclosures about Fair
Value of Financial Instruments." The provisions require disclosures about fair
value of financial instruments for interim reporting periods of publicly traded
companies as well as in the annual financial statements. The required
disclosures were effective for interim reporting periods ending after June 15,
2009. The adoption of the provision did not have a material impact on the
Company's statements of financial position, results of operations and cash
flows.

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.

NOTE 3. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company generated a net loss of
$120,850 during the period from May 13, 2005 (inception) to September 30, 2010.
This condition raises substantial doubt about the Company's ability to continue
as a going concern. The Company will require additional funding for exploration
beyond Phase 1, this additional funding may be raised through debt or equity
offerings. Management has yet to decide what type of offering the Company will
use or how much capital the Company will attempt to raise. There is no guarantee
that the Company will be able to raise any capital through any type of
offerings.

NOTE 4. WARRANTS AND OPTIONS

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

NOTE 5. RELATED PARTY TRANSACTION

The Company neither owns nor leases any real or personal property. The company
has obtained a mineral rights option agreement. The officer/director of the
Company is retired. It is possible he could become involved in other business
activities as they become available. This could create a conflict between the
Company and his other business interests. The Company has not formulated a
policy for the resolution of such a conflict should one arise.

Loan from shareholder represents a loan from a related party. As of September
30, 2010 the loan balance is $79,300. Per the terms of the loan, Mr. Bravo
agrees to provide funding to Placer Del Mar, Ltd. in the amount necessary to
continue the current Phase One of the company's business plan. These funds shall
continue through Phase One for a period of twenty-four months, beginning April
2010, or until such time as the company's geologist determines that further
geological exploration is not warranted. The loan is in an amount up to $6,000
per month to allow the company to continue its exploration process and pay other
operating and filing expenses. All funds provided to Placer Del Mar by Mr. Bravo
are unsecured and he has agreed to forego any penalties or interest should
Placer Del Mar be unable to repay any funds provided to the Company.

NOTE 6. INCOME TAXES

As of September 30, 2010
------------------------
Deferred tax assets:
Net operating tax carryforward $ 120,850
Tax rate 34%
---------
Gross deferred tax assets 41,089
Valuation allowance (41,089)
---------

Net deferred tax assets $ 0
=========

Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.

NOTE 7. NET OPERATING LOSSES

As of September 30, 2010, the Company has a net operating loss carryforward of
$120,850. Net operating loss carryforward expires twenty years from the date the
loss was incurred.

NOTE 8. MINERAL PROPERTY

Pursuant to a mineral property option agreement dated June 3, 2005, the Company
was granted an option to acquire the sole and exclusive right, privilege and
option to explore the claim together with the sole and exclusive right,
privilege and option to purchase the mineral rights under certain terms and
conditions.

A) CASH PAYMENTS

Cash payment of $2,000 upon execution of the agreement.

B) PROPERTY PAYMENTS AND ASSESSMENT WORK

Pay, or cause to paid, to grantor, or on grantor's behalf as the Company may
determine, all property payments and assessment work required to keep the
Concessions and this Option in good standing during the term of this agreement.

NOTE 9. STOCK TRANSACTIONS

On May 20, 2005 the Company issued 1,000,000 shares of common stock for cash at
$0.01 per share.

On June 14, 2005 the Company issued 420,000 shares of common stock for cash at
$0.01 per share

On June 30, 2005 the Company issued 200,000 shares of common stock for cash at
$0.10 per share.

On May 22, 2006 the Company issued 100,000 shares of common stock for services
at $0.10 per share.

As of June 30, 2010 the Company had 1,720,000 shares of common stock issued and
outstanding.

NOTE 10. STOCKHOLDERS' EQUITY

The stockholders' equity section of the Company contains the following classes
of capital stock as of September 30, 2010:

* Common stock, $ 0.001 par value: 50,000,000 shares authorized;
1,720,000 shares issued and outstanding.

NOTE 11. SUBSEQUENT EVENTS

The Company evaluated all events or transactions that occurred after September
30, 2010 up through date the Company issued these financial statements. During
this period, the Company did not have any material recognizable subsequent
events.

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

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements within the meaning of Section 21E of the
Securities Exchange Act. The words "believes," "anticipates," "plans," "seeks,"
"expects," "intends" and similar expressions identify some of the
forward-looking statements. Forward-looking statements are not guarantees of
performance or future results and involve risks, uncertainties and assumptions.
The factors discussed elsewhere in this Form 10-Q could also cause actual
results to differ materially from those indicated by the Company's
forward-looking statements. Placer Del Mar, Ltd. undertakes no obligation to
publicly update or revise any forward-looking statements.

OVERVIEW OF OUR BUSINESS

Placer Del Mar, Ltd. was incorporated in Nevada on May 13, 2005 for the purpose
of mining and mineral exploration. Placer Del Mar, Ltd. has a mineral rights
revenue sharing agreement with Jorge Alberto Almarez of 157 Calle Federico,
Rosarito B.C. Mexico. Our revenue sharing agreement grants us the right to free
access and exploration of the property together with the right to file a mining
claim on the property located 15 miles southeast of Playas del Rosarito, Baja
California, Mexico. The Placer Del Mar mining claim was filed on April 24, 2006
with the Mexican government. From the dates of June, 6th 2005 through April,
24th 2006, Placer Del Mar owned an option which granted Placer the right to
exercise a mining claim on the Almarez property. On April 24th 2006 Placer Del
Mar exercised its option according to the terms of the option agreement. The
terms of the option agreement were: $2,000 was paid to Mr. Almarez for the
option, and Placer was to pay Almarez 10% net smelter returns royalty for any
mineralization found on the property. On April 24th, 2006 Placer Del Mar entered
into a new agreement with Almarez, which granted full ownership of the mineral
rights located on the Almarez property to Placer Del Mar subject to a 1 % net
smelter returns royalty reserved in favor of Mr. Almarez for any and all
minerals extracted by Placer from the property. Almarez continues to own the
land. Placer Del Mar owns any possible mineralization on the land or beneath the
surface subject to the royalty for Almarez. The principal executive offices of
Placer Del Mar, Ltd. is located at 302 Washington Street #351, San Diego, CA
92103. The telephone number is (775) 352-3839.

The Company continues to conduct exploration and trenching activities that began
on September 27, 2006 and has not yet realized any revenues from its ongoing
operations. Further exploration will be required before the Company is able to
determine the economic viability of the property.

Since inception through June 30, 2010 we received funding of $34,200 through the
sale of common stock. Mr. Bravo, an officer and director, purchased 1,000,000
shares of our common stock at $0.01 per share for cash of $10,000 and he
received 100,000 shares of the company's common stock valued at $10,000 ($0.10
per share) in exchange for filing a mineral claim on the company's behalf. We
offered and sold 420,000 common stock shares at $0.01 per share for cash of
$4,200 to 42 non-affiliated private investors. We offered and sold 200,000
common stock shares at $0.10 per share for cash of $20,000 to 4 non-affiliated
private investors.

Our independent auditors have issued an audit opinion for Placer Del Mar which
includes a statement expressing substantial doubt as to our ability to continue
as a going concern.

On July 20, 2007 our Registration Statement on Form SB-2 was declared effective.
On October 3, 2008 FINRA cleared Placer Del Mar for an unpriced quotation on the
OTC Bulletin Board under the symbol PDMT. On May 20, 2009 the company filed Form
15, Notice of Suspension of Duty to File Reports. On September 15, 2010 the
company filed a Form 10 Registration Statement with SEC to reinstate company.

DESCRIPTION OF BUSINESS

The Company continues to conduct exploration and trenching activities that began
on September 27, 2006. Prior to beginning Phase One of our exploration program,
we retained 3 GEO Geological Services, a professional geological firm, to
complete an initial review of the claim and to provide us with a geological
report respecting the claim that included exploration recommendations. Our
president filed a mineral claim with the Mexican government on April 24, 2006 on
behalf of the company.

From May 2009 through March 2010 Mr. Bravo was unable to provide funds to the
Company while he handled his personal financial affairs. Without his funding, or
other sources of cash, we did not have sufficient funds to continue operations
due to Mr. Bravo's inability to continue to loan the Company funds at that time
and determined it was in the best interests to put our exploration program, that
we began in September 2006, on hold. In April 2010 we reactivated our program
and resumed trenching activities due to Mr. Bravo's improved personal financial
condition and his ability to again provide us with funding. Phase One will
require approximately another twenty four months to complete. Once Phase One is
completed, the company's geologist has verbally assured us his firm will be
ready to conduct geological and geophysical studies that will be conducted on
the claim at an estimated cost of $1,890 per month for a total cost of $17,000.
A senior geologist will conduct the studies at a cost of $450 per month for a
total cost of $4,000. The cost for assays is $450 per month for a total cost of
$4,000. The total estimated costs of $100,000 for Phase One includes $2,000 for
a geological study and $70,000 to $80,000 for ongoing trenching. Through
September 30, 2010 we have spent $23,474 on Phase One exploration activities,
$3,920 spent in the year ended June 30, 2006, $8,054 spent in the year ended
June 30, 2007, $2,500 spent in the year ended June 30, 2008 and $9,000 spent in
the year ended June 30, 2010. We believe our current cash balance of $3,050,
plus loans from Mr. Bravo, one of our directors, will be sufficient to fund
completion of Phase One. Mr. Bravo has provided us with a written agreement to
loan the company sufficient funds to continue the company's business plan, Phase
One exploration costs, offering costs, filing fees, and correspondence with our
shareholders in an amount of up to $6,000 per month for twenty-four months (a
total of $144,000), beginning in April 2010. Mr. Bravo has assured us in writing
he has sufficient financial resources to provide the company with the required
capital to complete Phase One.

Mr. Bravo loaned the company $13,000 during the quarter ended September 30, 2010
and will continue to loan the company funds on a month by month basis as needed.
The total amount owed Mr. Bravo at September 30, 2010 is $79,300. Per the terms
of the loan, Mr. Bravo agrees to provide funding to Placer Del Mar, Ltd. in the
amount necessary to continue the current Phase One of the company's business
plan. These funds shall continue through Phase One for a period of twenty-four
months, beginning April 2010, or until such time as the company's geologist

determines that further geological exploration is not warranted. The loan is in
an amount up to $6,000 per month to allow the company to continue its
exploration process and pay other operating and filing expenses. All funds
provided to Placer Del Mar by Mr. Bravo are unsecured and he has agreed to
forego any penalties or interest should Placer Del Mar be unable to repay any
funds provided to the Company.

If economically viable minerals are discovered in Phase One, we intend to
initiate Phase Two of our plan during the second quarter of 2012. Initial costs
for our Phase Two plan are as follows; mechanical trenching $12,500 per month
for four months for a total cost of $50,000, drilling costs of $12,500 per month
for a total cost of $50,000, fuel costs of $2,500 totaling $10,000, waste
removal costs of $1,000 per month totaling $4,000, labor costs of $5,000 per
month for four months totaling $20,000, and a onetime cost of $25,000 for mining
permits. We have not yet applied for mining permits. We intend to apply for
mining permits upon discovery of economically viable minerals. The estimated
time to complete the application process and obtain permits for mining is thirty
days. Total cost for Phase Two of our program is $159,000. We will require
additional funding in order to proceed with the excavation of any minerals and
any subsequent recommended work on the claim. As of this date we have not
identified a source for this additional funding. If we are not successful in the
discovery of minerals our operations will cease and investors will likely lose
their money.

RECENT RULE CHANGES EFFECTING FORM S-8, FORM 8-K AND RULE 144 OF THE SECURITIES
ACT OF 1933.

On June 29, 2005, the Securities and Exchange Commission adopted final rules
amending Form S-8 and the Form 8-K . The amendments expanded the definition of a
shell company ("Shell Company") to be broader than a company with no or nominal
operations/assets or assets consisting of cash and cash equivalents, the
amendments prohibit the use of a Form S-8 (a form used by a corporation to
register securities issued to an employee, director, officer, consultant or
advisor, under certain circumstances), and revised the requirements for Form 8-K
so that a Shell Company became required to include current Form 10 Information,
including audited financial statements, in the filing on Form 8-K reporting the
acquisition of the business opportunity. The rules are designed to assure that
investors in Shell companies that acquire operations or assets have access on a
timely basis to the same kind of information as is available to investors in
public companies with continuing operations.

On February 15, 2008, the Securities and Exchange Commission adopted final
rules amending Rule 144 (and Rule 145). The amendments imposed certain
restrictions on securities issued by a Company that was ever a Shell Company.
Footnote 172 to Amended Rule 144 exempted certain Issuers from the definition of
a Shell Company:

"Rule 144(i) does not prohibit the resale of securities under Rule 144 that were
not initially issued by a reporting or a non-reporting Shell Company or an
issuer that has been at any time previously such a company, even when the issuer
is a reporting or non-reporting Shell Company at the time of sale. Contrary to
commenter's' concerns, Rule 144(i)(1)(i) is not intended to capture a "startup
company," or, in other words, a company with a limited operating history, in the
definition of a reporting or non-reporting Shell Company, as we believe that
such a company does not meet the condition of having "no or nominal operations."

We believe that based upon the definition of a Shell Company set forth in
Footnote 172, we are not a Shell Company because we have a limited operating
history, were a start- up company, and as such, we do not have "no or nominal
operations. Specifically, our inception date was May, 13th 2005. We began
operations in September of 2006. We have had ongoing operations and have spent
$120,850 to date on our operations to confirm viable minerals within the claim.
These funds have been expensed due to PCAOB and GAAP rules. We will continue to
dedicate funds through ongoing trenching seeking to identify and exploit any
minerals within our mining claim asset. Further we paid an upfront fee of $2,000
for the Placer Del Mar claim, and retain 99% of the net smelter returns from any
viable minerals within the claim. It is subject to a net smelter return of 1% to
Mr. Almarez.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at September 30, 2010 was $3,050. There was no cash
provided by financing activities for the period ended June 30, 2010. Cash
provided by financing since inception was $10,000 from the sale of shares to our
officer and $24,200 resulting from the sale of our common stock to 46
independent investors.

We believe our existing cash balance plus loans from Mr. Bravo, one of our
directors, will be sufficient to fund our operations for the next twelve months
during our exploration stage. Through September 30, 2010 we have spent $23,474
on Phase One exploration activities. In addition to our existing cash, Mr. Bravo
has provided us with a written agreement to loan the company sufficient funds to
continue the company's business plan Phase One exploration costs, offering
costs, filing fees, and correspondence with our shareholders in an amount of up
to $6,000 per month for the next twenty-four months (a total of $144,000),
beginning in April 2010. From April 2010 to September 30, 2010 Mr. Bravo loaned
the company $21,300, leaving $122,700 available to the Company until March 2012.
The cumulative total amount of the loan at September 30, 2010 was $79,300. No
amount of funds, loaned to the Company by Mr. Bravo, has been repaid as of the
date of this filing.

In the event he does not provide such funding business will likely fail, cease
operations, and investors will likely lose their money.

RESULTS OF OPERATIONS

The Company continues to conduct exploration and trenching activities that began
on September 27, 2006. We have generated no revenues and have incurred $120,850
in expenses from ongoing operations since inception through September 30, 2010.

The following table provides selected financial data about our company for the
period ended September 30, 2010.

Balance Sheet Data: 9/30/2010
------------------- ---------

Cash $ 3,050
Total assets $ 3,050
Total liabilities $ 79,700
Shareholders' equity $(76,650)

During the period ended September 30, 2010 we incurred $9,042 in general and
administrative expenses. For the period ended September 30, 2009 we incurred $24
in general and administrative expenses.

Our auditors have expressed the opinion that in our current state, there is
substantial doubt about our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our company, particularly during the period when this report was being prepared.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended September 30, 2010 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

ITEM 1A. RISK FACTORS.

There have been no material changes to the risk factors previously discussed in
Item 1A of the Company's Form 10, as amended, which included the audited
financial statements for the year ended June 30, 2010.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

There were no sales of unregistered securities during the period covered by this
report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

There were no defaults upon senior securities during the period covered by this
report.

ITEM 4. [REMOVED AND RESERVED].

ITEM 5. OTHER INFORMATION.

There was no information required to be disclosed on Form 8-K during the period
covered by this report.

ITEM 6. EXHIBITS.

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our Form 10 Registration
Statement, filed under SEC File Number 333-127736, at the SEC website at
www.sec.gov:

Exhibit No. Description
----------- -----------

3.1 Articles of Incorporation*
3.2 Bylaws*
31 Sec. 302 Certification of Principal Executive & Financial Officer
32 Sec. 906 Certification of Principal Executive & Financial Officer

SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-Q/A and authorized this report to be signed
on its behalf by the undersigned, in the city of San Diego, state of California,
on December 7, 2010.

Placer del Mar, Ltd.

/s/ Humberto Bravo
-------------------------------------
By: Humberto Bravo
(Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this Form
10/Q/A was signed by the following person in the capacities and date stated.

/s/ Humberto Bravo December 7, 2010
--------------------------------------- ----------------
Humberto Bravo, President & Director Date
(Principal Executive Officer, Principal
Financial Officer,
Principal Accounting Officer)

/s/ Mario Laguna December 7, 2010
--------------------------------------- ----------------
Mario Laguna, Director Date

Urban Hydroponics, Inc. - FORM 10-Q/A - December 8, 2010

Attached files

Urban Hydroponics, Inc. Reports