Urban Hydroponics, Inc. - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - Urban Hydroponics, Inc.	Financial_Report.xls
EX-31 - Urban Hydroponics, Inc.	ex31.txt
EX-32 - Urban Hydroponics, Inc.	ex32.txt

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

FORM 10-Q

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

For the Period ended March 31, 2012

Commission File Number 000-54118

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 [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,"
"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 May 14, 2012

ITEM 1. FINANCIAL STATEMENTS.

The un-audited quarterly financial statements for the three month period ended
March 31, 2012, prepared by the Company, immediately follow.

PLACER DEL MAR,LTD.
(An Exploration Stage Company)
Balance Sheets
--------------------------------------------------------------------------------

March 31, 2012 June 30, 2011
-------------- -------------
(Unaudited)

ASSETS

CURRENT ASSETS
Cash and cash equivalents $ 2,923 $ 6,500
Accounts Receivable 127,927 146,281
--------- ---------
TOTAL CURRENT ASSETS 130,850 152,781
--------- ---------
OTHER ASSETS
Mineral Rights License, net 319,792 328,159
--------- ---------
TOTAL OTHER ASSETS 319,792 328,159
--------- ---------

TOTAL ASSETS $ 450,642 $ 480,940
========= =========

LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
Accounts payable $ 3,400 $ 16,092
Loan from shareholder 89,700 85,800
Current portion of mineral rights liabilities, net discount 131,632 67,931
--------- ---------
TOTAL CURRENT LIABILITIES 224,732 169,823
--------- ---------
LONG TERM LIABILITIES
Mineral Rights Liability, net discount of $22,871 230,477 278,625
--------- ---------
TOTAL LONG TERM LIABILITIES 230,477 278,625
--------- ---------

TOTAL LIABILITIES 455,209 448,448
--------- ---------
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 50,000,000 shares Common stock,
($0.001 par value, 75,000,000 shares authorized;
1,720,000 shares issued and outstanding at March 31, 2012
and June 30, 2011 respectively 1,720 1,720
Additional paid-in capital 42,480 42,480
Deficit accumulated during exploration stage (48,767) (11,708)
--------- ---------
TOTAL STOCKHOLDERS' EQUITY (4,567) 32,492
--------- ---------

TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY $ 450,642 $ 480,940
========= =========

See Notes to Financial Statements

PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Statements of Operations
--------------------------------------------------------------------------------

(Unaudited)
Inception
Nine Months Three Months Nine Months Three Months May 13, 2005
Ended Ended Ended Ended through
March 31, March 31, March 31, March 31, March 31,
2012 2012 2011 2011 2012
---------- ---------- ---------- ---------- ----------

REVENUES
Revenues $ 14,646 $ -- $ 159,152 $ 51,952 $ 197,927
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES 14,646 -- 159,152 51,952 197,927
---------- ---------- ---------- ---------- ----------
OPERATING COSTS
Exploration expense 1,508 -- 18,000 18,000 58,174
Amortization of mineral rights license 8,367 2,789 3,719 2,789 14,874
Administrative expenses 26,277 5,207 27,245 10,845 146,202
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING COSTS 36,152 7,996 48,964 31,634 219,250

OTHER EXPENSE
Interest expense 15,553 5,147 6,744 5,070 27,444
---------- ---------- ---------- ---------- ----------
TOTAL OTHER EXPENSE 15,553 5,147 6,744 5,070 27,444
---------- ---------- ---------- ---------- ----------

NET INCOME (LOSS) $ (37,059) $ (13,143) $ 103,444 $ 15,248 $ (48,767)
========== ========== ========== ========== ==========
BASIC AND DILUTED EARNINGS (LOSS)
PER SHARE $ (0.02) $ (0.01) $ (0.06) $ (0.01)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,720,000 1,720,000 1,720,000 1,720,000
========== ========== ========== ==========

See Notes to Financial Statements

PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Statements of Cash Flows
(Unaudited)
--------------------------------------------------------------------------------

CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss) $ (37,059) $ (13,143) $ 103,444 $ 15,248 $ (48,767)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Discount of long term liabilities 15,553 5,147 6,744 5,071 27,443
Amortization of mineral rights license 8,367 2,789 3,719 2,789 14,874
Changes in operating assets and liabilities:
Accounts receivable 18,354 -- (122,152) (51,952) (127,927)
Accounts payable and accrued expenses (12,692) 3,400 (8,225) 975 3,400
---------- ---------- ---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING
ACTIVITIES (7,477) (1,807) (16,470) (27,869) (130,977)
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan from shareholder 3,900 3,900 22,500 -- 89,700
Issuance of common stock -- -- -- -- 44,200
---------- ---------- ---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING
ACTIVITIES 3,900 -- 22,500 -- 133,900
---------- ---------- ---------- ---------- ----------

NET INCREASE (DECREASE) IN CASH (3,577) 2,093 6,030 (27,869) 2,923

CASH AT BEGINNING OF PERIOD 6,500 830 1,292 35,191 --
---------- ---------- ---------- ---------- ----------
CASH AT END OF PERIOD $ 2,923 $ 2,923 $ 7,322 $ 7,322 $ 2,923
========== ========== ========== ========== ==========
NON-CASH INVESTING AND FINANCIAL ACTIVITIES
Increase in mining rights license
and long-term liabilities 319,792 319,792 331,877 331,877 319,792

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
March 31, 2012
(Unaudited)
--------------------------------------------------------------------------------

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
it has a limited operating history, was 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 $208,695 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 Jorge Alberto Almarez.

On December 8, 2010 the Company entered into a Mineral Extraction Agreement with
Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on the property. As of March 31, 2012
the Company had reported revenue of $197,927 from the Conchuela extraction.

The Company is engaged in the exploration of mineral properties with a view to
exploit any mineral deposits they discover that demonstrate economic viability.
The Company will continue our operations in Phase One exploring for mainly gold,
tungsten, perlite, sulfides, titanium, and silver while Roca Cantera Y Marmol
continues its mineral extraction of Conchuela.

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.

PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012
(Unaudited)
--------------------------------------------------------------------------------

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 realized $197,927 in 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

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. While the Company has reported revenue
of $197,927 since inception, the Company generated a net loss of $48,767 during
the period from May 13, 2005 (inception) to March 31, 2012. 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.

PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012
(Unaudited)
--------------------------------------------------------------------------------

NOTE 4. 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 March 31, 2012 the
loan balance is $89,700. 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 5. INCOME TAXES

As of March 31, 2012
--------------------
Deferred tax assets:
Net operating tax carryforward $ 48,767
Tax rate 34%
--------
Gross deferred tax assets 16,581
Valuation allowance (16,581)
--------

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 6. NET OPERATING LOSSES

As of March 31, 2012, the Company has a net operating loss carryforward of
$48,767. Net operating loss carryforward expires twenty years from the date the
loss was incurred.

NOTE 7. 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.

PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012
(Unaudited)
--------------------------------------------------------------------------------

NOTE 7. MINERAL PROPERTY (CONTINUED)

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.

The Company entered Mineral Rights Revenue Sharing Agreement with Mr. Almarez.
Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on
December 8, 2010), Mr. Almarez gives and grants to Placer Del Mar the sole and
exclusive right to establish mineral claims on the Property, recorded as an
asset of the company with a related liability, subject to a payment of $400,000
(present value is $188,160) by Placer to Mr. Almarez to be paid in equal
payments over sixty (60) months in the amount of $6,666 beginning no later than
June 1, 2011 for the exclusive right to begin extracting only Conchuela from the
Property commencing December 8, 2010. According to a letter from Mr. Almarez on
December 1, 2011, he agreed to extend the payment due date from June 30, 2011 to
April 1, 2012. The monthly amount of $6,666 will continue to accrue as of June
1, 2011 and if the Company is able to make payments before April 1, 2012 the
Company will do so. If no payments are made prior to April 1, 2012 the amounts
due on that date will be $73,326. Such payments shall be lieu of the original 1%
Net Smelter Returns royalty originally reserved in favour of Mr. Almarez in the
Mineral Rights Revenue Sharing Agreement dated April 24, 2006 and relate only to
the mining and extraction of Conchuela. All minerals, other than Conchuela,
mined or extracted from the Property remain subject to the 1% Net Smelter
Returns royalty as stated in the original Mineral Rights Revenue Sharing
Agreement dated April 24, 2006.

The term of the option shall be for a period of 30 years from the signing date
of this agreement, renewable upon the anniversary date of this agreement for an
additional 30 year period at the sole discretion of the Company for a one-time
payment of $100,000.

The total estimated square footage of the Conchuela reserves is not known at
this time. The Company recorded $334,666 as mineral rights license and amortizes
them for 30 year option period.

On July 13, 2011 an addendum was signed by Mr. Almarez and the Company agreeng
that Mr. Almarez is the registered and beneficial owner of property located at
Mendedero Parte Alta, Parecela #55, Jose Garnica, Baja California Mexico (the
"PROPERTY #2"); that Mr. Almarez has agreed to grant to Placer the right to free
access and exploration of Property #2 for Mexican Shellstone-Limestone
("Conchuela"); and Mr. Almarez has agreed to grant to Placer the right to assign
specific mineral extraction activities to Roca Cantera Y Marmol, Canteras
Acabados Finos related only to the extraction of Conchuela from Property #2
under the terms and conditions set forth in the Mineral Rights Revenue Sharing
Agreement dated April 24, 2006, as amended on December 8, 2010.

NOTE 8. MINERAL EXTRACTION AGREEMENT FOR CONCHUELA

On December 8, 2010 the Company entered into a Mineral Extraction Agreement with
Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on the property. Payments to Placer
for the extraction of Conchuela began in the fourth quarter of 2010 for the
exclusive right to extract only Conchuela from the Property. The term of this
Mineral Extraction Rights Agreement is for a period of five years, renewable
upon the anniversary date of the agreement for an additional 25 year period at
the sole discretion of Placer del Mar for a one-time payment of $55,000.

PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Notes to Financial Statements
March 31, 2012
(Unaudited)
--------------------------------------------------------------------------------

NOTE 8. MINERAL EXTRACTION AGREEMENT FOR CONCHUELA (CONTINUED)

Under the terms of the Mineral Extraction Agreement Roca Cantera Y Marmol,
Canteras Acabados Finos will pay Placer del Mar $0.88 per square foot for all
Conchuela extracted from the Property for its mineral extraction activities
which began in the fourth quarter of 2010. The first section consists of one
acre with a surface area of 43,560 square feet and is one of 46.2 acres included
in this Agreement. Payments shall be calculated on the total number of square
feet extracted each month from the Property and due and payable to us within
thirty days, with a minimum monthly payment of $8,000. In an addendum to the
Agreement dated July 1, 2011, upon mutual consent of both parties, Placer and
Roca Cantera Y Marmol, agreed that the minimum monthly payment of $8,000 may be
waived from time to time, with written consent of both parties. As of March 31,
2012 the Company has generated $197,927 in revenue from the Conchuela extraction
and has an outstanding receivable balance of $127,927.

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 March 31, 2012 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 March 31, 2012:

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

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 to explore a property owned by him for mainly gold,
tungsten, perlite, sulfides, titanium, and silver. 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 7 miles east of
Rosarito, Baja California, Mexico on Avenida Canyon Rosarito, 500 meters east of
Machado Cemetary (Longitude: 32 degrees, 21.15 minutes, 10 seconds North,
Latitude: 118 degrees, 57.27 minutes, 46 seconds West, Elevation: 174 Meters).
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 the exploration and trenching activities that began on
September 27, 2006. Further exploration will be required before the Company is
able to determine the economic viability of the property for mainly gold,
tungsten, perlite, sulfides, titanium, and silver.

Since inception through March 31, 2012 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.

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 the
Company. On December 21, 2010 the Company filed a Registration Statement on Form
S-1 which was declared effective of January 3, 2011.

DESCRIPTION OF BUSINESS

The Company continues exploration and trenching activities that began on
September 27, 2006 exploring for mainly gold, tungsten, perlite, sulfides,
titanium, and silver. 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 six 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 March
31, 2012 we have spent $58,174 on 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, $9,000 spent in the year ended June 30,
2010, $33,192 in the fiscal year ended June 20, 2011 and $1,508 in the current
fiscal year. We believe our current cash balance of $2,923, plus revenues and
loans from Mr. Bravo as needed, 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 with 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 $26,500 during the year ended June 30, 2011. He
will continue to loan the Company funds on a month by month basis, as needed.
The total amount owed Mr. Bravo at March 31, 2012 is $89,700. 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 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. If we are not successful in the
discovery of minerals our operations will cease and investors will likely lose
their money.

MINERAL EXTRACTION AGREEMENT FOR CONCHUELA

Under the terms of the Mineral Extraction Agreement Roca Cantera Y Marmol,
Canteras Acabados Finos will pay Placer del Mar $0.88 per square foot for all
Conchuela extracted from the Property commencing with extraction activities
beginning on December 8, 2010. The first section consists of one acre with a
surface area of 43,560 square feet and is one of 46.2 acres included in this
Agreement. Payments shall be calculated on the total number of square feet
extracted each month from the Property and due and payable to us within thirty
days. While Roca Cantera Y Marmol continues its mineral extraction of Conchuela,
we will continue our operations in Phase One exploring for mainly gold,
tungsten, perlite, sulfides, titanium, and silver. Any revenues derived from the
Conchuela extraction will be used to help pay for our operating and exploration
expenses. At this time we are unable to estimate how much total revenue will be
generated from the Conchuela extraction, however, per our agreement with Roca
Cantera Y Marmol they are to pay us a minimum of $8,000 per month commencing no
later than December 31, 2010.

Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on
December 8, 2010), Mr. Almarez hereby gives and grants to Placer Del Mar the
sole and exclusive right to establish mineral claims on the Property, recorded
as an asset of the company with a related liability, subject to a payment of
$400,000 by Placer to Mr. Almarez to be paid in equal payments over sixty (60)
months in the amount of $6,666 beginning no later than June 1, 2011 for the
exclusive right to begin extracting only Conchuela from the Property commencing
December 8, 2010. Such payments shall be lieu of the original 1% Net Smelter
Returns royalty originally reserved in favor of Mr. Almarez in the Mineral
Rights Revenue Sharing Agreement dated April 24, 2006 and relate only to the
mining and extraction of Conchuela. According to a letter from Mr. Almarez dated
December 1, 2011, he agreed to extend the payment due date from June 30, 2011 to
April 1, 2012. The monthly amount of $6,666 will continue to accrue as of June
1, 2011 and if the Company is able to make payments before April 1, 2012 the
Company will do so. If no payments are made prior to April 1, 2012 the amount
due on that date will be $73,326. All minerals, other than Conchuela, mined or
extracted from the Property remain subject to the 1% Net Smelter Returns royalty
as stated in the original Mineral Rights Revenue Sharing Agreement dated April
24, 2006.

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
$219,250 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.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS

RESULTS OF OPERATIONS

The Company continues to conduct exploration and trenching activities that began
on September 27, 2006. We have generated $197,927 in revenues and have incurred
$246,694 in expenses from ongoing operations since inception through March 31,
2012, resulting in a net loss of $48,767.

The following table provides selected financial data about our Company for the
period ended March 31, 2012.

Balance Sheet Data: 3/31/2012
------------------- ---------

Cash $ 2,923
Total assets $ 450,642
Total liabilities $ 455,209
Shareholders' equity $ (4,567)

During the three month periods ended March 31, 2012 and 2011 we generated $0 and
$51,952 in revenues, respectively. During the three month period ended March 31,
2012 we incurred $5,207 in general and administrative expenses, $5,147 in
interest expense and $2,789 in the amortization of the mineral rights license.
For the three month period ended March 31, 2011 we incurred $10,845 in general
and administrative expenses, $18,000 in exploration expenses, $5,070 in interest
expense and $2,789 in the amortization of the mineral rights license.

During the nine month periods ended March 31, 2012 and 2011 we generated $14,646
and $159,152 in revenues, respectively. During the nine month period ended March
31, 2012 we incurred $26,277 in general and administrative expenses, $15,553 in
interest expense, $1,508 in exploration expense and $8,367 in the amortization
of the mineral rights license. For the nine month period ended March 31, 2011 we
incurred $27,245 in general and administrative expenses $6,744 in interest
expense, $18,000 in exploration expenses and $3,719 in the amortization of the
mineral rights license.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at March 31, 2012 was $2,923 with $127,927 in accounts
receivable. There was no cash provided by financing activities for the period
ended March 31, 2012. 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, revenue from the Conchuela extraction and
any funds loaned from Mr. Bravo will be sufficient to fund our operations for
the next twelve months during our exploration stage. Through March 31, 2012 we
have spent $58,174 on 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 twenty-four months (a total of
$144,000), beginning in April 2010. From April 2010 to March 31, 2012 Mr. Bravo
loaned the company $31,700, leaving up to $112,300 available to the Company. The
cumulative total amount of the loan at March 31, 2012 was $89,700. No amount of
funds, loaned to the Company by Mr. Bravo, has been repaid as of the date of
this filing.

In the event we are unable to continue to generate revenue from the Conchuela
extraction and Mr. Bravo does not provide the funding as discussed above, our
business will likely fail, we may cease operations, and investors will likely
lose their money.

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.

BUSINESS OPERATIONS OVERVIEW

On June 6th, 2005 we entered into a Mineral Property Agreement (the "Agreement")
with Jorge Alberto Almarez of 157 Calle Federico, Rosarito B.C. Mexico. On April
24, 2006 that agreement was superseded by a new agreement titled Mineral Rights
Revenue Sharing Agreement. The new agreement grants us the right to free access
and exploration of the property together with the sole and exclusive right to
establish mineral claims on the property, subject to a 1% net smelter returns
royalty reserved in favor Mr. Almarez. In order to keep the rights granted in
good standing we paid Mr. Almarez $2,000. In addition we will pay Mr. Almarez
the 1% net smelter returns royalty annually during the term of the agreement.
The term of the agreement shall be for a period of 30 years from the signing
date of the agreement, renewable upon the anniversary date of the agreement for
an additional 30 year period at the sole discretion of Placer for a one-time
payment of $100,000. Owning the claim only provides us with the right to explore
for and extract minerals. A net smelter returns royalty is the percentage of
money that the royalty holder would receive from the sale of minerals from the
claim to a smelter, less refining charges, ore treatment charges, penalties and
transportation costs. The Agreement also provides that if we are in default of
the payments noted above, Mr. Almarez can terminate the Agreement after
providing 30 days written notice of the default.

To date we have hired a third party geologist (3 GEO Geological Services) to
prepare a preliminary geology report on the area in which the claim is located
and our president filed a mineral claim with the Mexican government on April 24,
2006 on behalf of the company, and continue Phase One of our exploration program
we started on September 27, 2006.

Further exploration is required to determine the economic and legal feasibility
of the Placer Del Mar claim. Our exploration goal is to find exploitable
minerals on our claim, mainly gold, tungsten, perlite, sulfides, titanium, and
silver. Our success depends on achieving that goal. There is the likelihood of
our mineral claim containing little or no economic mineralization or reserves of
minerals. There is the possibility that the Placer Del Mar claim does not
contain any reserves and the funds spent on exploration will be lost. We must
complete a survey of the mineral claim in order to ensure that any potential
mineralization is within the claim boundaries. There can be no assurance that
any mineral deposits or reserves, exist on the Placer Del Mar claim. If we
complete both phases of our mineral exploration plan, and we successfully
identify a mineral deposit, we will still need to spend substantial funds on
drilling and engineering studies prior to knowing if our claim is commercially
viable. If the company is unable to fund its activities identified in Phase One
then its operations will cease, the business will fail, and investors will
likely lose their money.

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
and determined it was in our best interests to put our exploration program,
which we began in September 2006, on hold. Mr. Bravo has assured us in writing
he has sufficient financial resources to provide the company with the required
capital to complete Phase One. In April 2010 we reactivated our program and have
commenced trenching activities. We believe we will be able to complete Phase One
of exploration on the Placer Del Mar claim within the next six months. Phase One
will consist of geologic surveying, mapping and analytical assays. We anticipate
that Phase One, including ongoing trenching, will cost approximately $100,000.
Phase One cost estimates were provided to us by 3 GEO Geological Services who
prepared the preliminary geological report respecting the Placer Del Mar claim.

On September 27, 2006 we began Phase One of our exploration program of the
Placer Del Mar claim. 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. For these
services, we paid 3 GEO Geological Services $2,000. Our president filed a
mineral claim with the Mexican government on April 24, 2006 on behalf of the
company.

PHASE ONE

We are continuing Phase One of our exploration program we began on September 27,
2006 on the Placer Del Mar mineral claim exploring for mainly gold, tungsten,
perlite, sulfides, titanium, and silver. Phase One will require approximately
another six months to complete. Once the current trenching program is completed,
3 Geo Geological Services has verbally assured us their firm will be ready to
conduct geological and geophysical studies 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.
Total estimated costs for Phase One including the $2,000 a geological study and
ongoing trenching is $100,000. These cost estimates were verbally confirmed in
April 2010. We believe our current cash balance of $830, plus revenue and loans
from Mr. Bravo 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 through March 2012.

PHASE TWO

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. We do not expect weather
conditions to substantially impact our plan of operation due to the moderate
climate and favorable weather conditions of Baja California, Mexico. Phase Two
of our exploration is contingent upon the discovery of sufficient mineralization
to continue. If we are not successful in the discovery of minerals our
operations will cease and investors will likely lose their money.

MINERAL EXTRACTION AGREEMENT FOR CONCHUELA

On December 8, 2010 we entered into a Mineral Extraction Agreement with Roca
Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on the property. Payments to Placer
for the extraction of Conchuela will commence no later than December 31, 2010
for the exclusive right to begin extracting only Conchuela from the Property
commencing December 8, 2010. The term of this Mineral Extraction Rights
Agreement is for a period of five years, renewable upon the anniversary date of
the agreement for an additional 25 year period at the sole discretion of Placer
del Mar for a one-time payment of $55,000. While Roca Cantera Y Marmol continues
its mineral extraction of Conchuela, we will continue our operations in Phase
One exploring for mainly gold, tungsten, perlite, sulfides, titanium, and
silver. Any revenues derived from the Conchuela extraction will be used to help
pay for our operating and exploration expenses. At this time we are unable to
estimate how much revenue will be generated from the Conchuela extraction.

Under the terms of the Mineral Extraction Agreement Roca Cantera Y Marmol,
Canteras Acabados Finos will pay Placer del Mar $0.88 per square foot, for all
Conchuela extracted from the Property commencing with extraction activities
beginning on December 8, 2010. The first section consists of one acre with a
surface area of 43,560 square feet and is one of 46.2 acres included in this
Agreement. Payments shall be calculated on the total number of square feet
extracted each month from the Property and due and payable to us within thirty
days, with a minimum payment per month of $8,000.

as an asset of the company with a related liability, subject to a payment of
$400,000 by Placer to Mr. Almarez to be paid in equal payments over sixty (60)
months in the amount of $6,666 beginning no later than June 1, 2011 for the
exclusive right to begin extracting only Conchuela from the Property commencing
December 8, 2010. Such payments shall be lieu of the original 1% Net Smelter
Returns royalty originally reserved in favor of Mr. Almarez in the Mineral
Rights Revenue Sharing Agreement dated April 24, 2006 and relate only to the
mining and extraction of Conchuela. According to a letter from Mr. Almarez dated
December 1, 2011, he agreed to extend the payment due date from June 30, 2011 to
April 1, 2012. The monthly amount of $6,666 will continue to accrue as of June
1, 2011 and if the Company is able to make payments before April 1, 2012 the
Company will do so. If no payments are made prior to April 1, 2012 the amounts
due on that date will be $73,326. All minerals, other than Conchuela, mined or
extracted from the Property remain subject to the 1% Net Smelter Returns royalty
as stated in the original Mineral Rights Revenue Sharing Agreement dated April
24, 2006.

GOING CONCERN

We have received a going concern opinion on our financial statements that raises
substantial doubt as to our ability to continue as a going concern. As described
in Note 3 of our accompanying financial statements, our losses to date and our
lack of any guaranteed sources of future capital create substantial doubt as to
our ability to continue as a going concern. If our business plan does not work,
we could remain as a start-up company with limited material operations,
revenues, or profits. Although management has believes their plan for Placer Del
Mar will generate revenue and profit, there is no guarantee their past
experiences will provide Placer Del Mar with similar future successes.

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 March 31, 2012 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-K, as amended, which included the audited
financial statements for the years ended June 30, 2011 and 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. MINING SAFETY DISCLOSURES

The Company is not currently the operator of a mine.

ITEM 5. OTHER INFORMATION

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

(A) DISMISSAL OF PLS, CPA

(a) On October 11, 2011, the board of directors of Placer Del Mar, Ltd.
dismissed PLS, CPA, as our principal independent accountant. On October 12,
2011, we engaged George Stewart, CPA as our principal independent accountant.

PLS CPA's report on our financial statements for each of the two fiscal years
ended June 30, 2010 and June 30, 2009 did not contain an adverse opinion or
disclaimer of opinion, or qualification or modification as to uncertainty, audit
scope, or accounting principles, except that such report on our financial
statements contained an explanatory paragraph in respect to the substantial
doubt about our ability to continue as a going concern.

During our fiscal years ended June 30, 2010 and June 30, 2009 and in the
subsequent interim period through the date of dismissal, there were no
disagreements, resolved or not, with PLS, CPA on any matter of accounting
principles or practices, financial statement disclosure, or audit scope and
procedures, which disagreement(s), if not resolved to the satisfaction of PLS,
CPA, would have caused PLS, CPA to make reference to the subject matter of the
disagreement(s) in connection with its report.

During our fiscal years ended June 30, 2010 and June 30, 2009 and in the
subsequent interim period through the date of dismissal, there were no
reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided PLS, CPA with a copy of this Current Report on Form 8-K prior to its
filing with the Securities and Exchange Commission, and requested that they
furnish us with a letter addressed to the Securities and Exchange Commission
stating whether they agree with the statements made in this Current Report on
Form 8-K, and if not, stating the respects with which he does not agree. The
letter from PLS, CPA is included as Exhibit 16.1 to the Company's report on Form
8-K filed on October 14, 2011.

(b) During our fiscal years ended June 30, 2010 and June 30, 2009 and in the
subsequent interim period through the date of appointment of George Stewart, CPA
on October 12, 2011, we have not consulted with George Stewart, CPA regarding
either the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on its financial statements, nor has George Stewart, CPA provided to
our company a written report or oral advice that George Stewart, CPA concluded
was an important factor considered by us in reaching a decision as to the
accounting, auditing or financial reporting issue. In addition, during such
periods, we have not consulted with George Stewart, CPA regarding any matter
that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
and the related instructions) or a reportable event (as described in Item
304(a)(1)(v) of Regulation S-K).

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 Registration Statement on
Form S-1, filed under SEC File Number 333-171307, 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
101 Interactive data files pursuant to Rule 405 of Regulation S-T

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

May 14, 2012 Placer del Mar, Ltd.

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

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.

/s/ Humberto Bravo May 14, 2012
--------------------------------------- ------------
Humberto Bravo, President & Director Date
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting
Officer)

/s/ Mario Laguna May 14, 2012
--------------------------------------- ------------
Mario Laguna, Director Date

Urban Hydroponics, Inc. - FORM 10-Q - May 14, 2012

Attached files

Urban Hydroponics, Inc. Reports