Attached files
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 quarterly period ended March 31, 2013
Commission File Number 000-54118
PLACER DEL MAR, LTD.
(Name of registrant as specified 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)
Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceeding 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]
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date: 1,720,000 shares of common
stock, par value $0.001, as of June 14, 2013
ITEM 1. FINANCIAL STATEMENTS
PLACER DEL MAR,LTD.
(An Exploration Stage Company)
Balance Sheets
(Stated in U.S.Dollars)
--------------------------------------------------------------------------------
(Unaudited)
Nine Months Ended Year Ended
March 31, 2013 June 30, 2012
-------------- -------------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ -- $ 1,089
Accounts Receivable 127,927 127,927
---------- ----------
TOTAL CURRENT ASSETS 127,927 129,016
---------- ----------
OTHER ASSETS
Mineral Rights License, net 308,636 317,003
---------- ----------
TOTAL OTHER ASSETS 308,636 317,003
---------- ----------
TOTAL ASSETS $ 436,563 $ 446,019
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 91,492 $ 63,339
Loan from shareholder 115,964 92,500
Current portion of mineral rights liabilities, net discount 217,071 153,371
---------- ----------
Total current liabilities 424,527 309,210
---------- ----------
LONG TERM LIABILITIES
Mineral Rights Liability, net discount of $7,619 165,737 213,885
---------- ----------
TOTAL LONG TERM LIABILITIES 165,737 213,885
---------- ----------
TOTAL LIABILITIES 590,264 523,095
---------- ----------
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, 2013 and June 30, 2012 respectively 1,720 1,720
Additional paid-in capital 42,480 42,480
Deficit accumulated during exploration stage (197,901) (121,276)
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (153,701) (77,076)
---------- ----------
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY $ 436,563 $ 446,019
========== ==========
See Notes to Financial Statements
2
PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Statements of Operations
(Stated in U.S.Dollars)
(Unaudited)
--------------------------------------------------------------------------------
Inception
Three Months Three Months Nine Months Nine Months May 13, 2005
Ended Ended Ended Ended through
March 31, March 31, March 31, March 31, March 31,
2013 2012 2013 2012 2013
---------- ---------- ---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ -- $ 14,646 $ 197,927
---------- ---------- ---------- ---------- ----------
TOTAL REVENUES -- -- -- 14,646 197,927
---------- ---------- ---------- ---------- ----------
OPERATING COSTS
Exploration expense -- -- -- 1,508 58,174
Amortization of mineral rights license 2,789 2,789 8,367 8,367 26,030
Administrative expenses 18,327 5,207 52,705 26,277 263,481
---------- ---------- ---------- ---------- ----------
TOTAL OPERATING COSTS 21,116 7,996 61,072 36,152 347,685
OTHER EXPENSE
Interest expense 5,147 5,147 15,553 15,553 48,143
---------- ---------- ---------- ---------- ----------
TOTAL OTHER EXPENSE 5,147 5,147 15,553 15,553 48,143
---------- ---------- ---------- ---------- ----------
NET INCOME (LOSS) $ (26,263) $ (13,143) $ (76,625) $ (37,059) $ (197,901)
========== ========== ========== ========== ==========
BASIC AND DILUTED EARNINGS (LOSS)
PER SHARE $ (0.00) $ (0.00) $ (0.00) $ (0.00)
========== ========== ========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,720,000 1,720,000 1,720,000 1,720,000
========== ========== ========== ==========
See Notes to Financial Statements
3
PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Statements of Cash Flows
(Stated in U.S.Dollars)
(Unaudited)
--------------------------------------------------------------------------------
Inception
Three Months Three Months Nine Months Nine Months May 13, 2005
Ended Ended Ended Ended through
March 31, March 31, March 31, March 31, March 31,
2013 2012 2013 2012 2013
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss) $ (26,263) $ (13,143) $ (76,625) $ (37,059) $ (197,901)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Discount of long term liabilities 5,147 5,147 15,553 15,553 48,143
Amortization of mineral rights license 2,789 2,789 8,367 8,367 26,030
Changes in operating assets and liabilities:
Accounts receivable -- -- -- 18,354 (127,927)
Accounts payable and accrued expenses (1,611) 3,400 28,153 (12,692) 91,492
---------- ---------- ---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (19,938) (1,807) (24,552) (7,477) (160,163)
---------- ---------- ---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan from shareholder 19,938 3,900 23,463 3,900 115,963
Issuance of common stock -- -- -- 44,200
---------- ---------- ---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 19,938 3,900 23,463 3,900 160,163
---------- ---------- ---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH -- 2,093 (1,089) (3,577) --
CASH AT BEGINNING OF PERIOD -- 830 1,089 6,500 --
---------- ---------- ---------- ---------- ----------
CASH AT END OF PERIOD $ -- $ 2,923 $ -- $ 2,923 $ --
========== ========== ========== ========== ==========
NON-CASH INVESTING AND FINANCIAL ACTIVITIES
Increase in mining rights license and
long-term liabilities 308,636 319,792 308,636 319,792 308,636
========== ========== ========== ========== ==========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ -- $ -- $ --
========== ========== ========== ========== ==========
Income Taxes $ -- $ -- $ -- $ -- $ --
========== ========== ========== ========== ==========
See Notes to Financial Statements
4
PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Notes to Condensed Financial Statements
As at March 31, 2013
(Unaudited)
--------------------------------------------------------------------------------
NOTE 1. BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Placer Del Mar, Ltd.,
have been prepared in accordance with accounting principles generally accepted
in the United States of America and the rules of the Securities and Exchange
Commission, and should be read in conjunction with the audited financial
statements and notes thereto contained in Placer Del Mar, Ltd.'s Form 10-K filed
with SEC. In the opinion of management, all adjustments, consisting of normal
recurring adjustments, necessary for a fair presentation of financial position
and the results of operations for the interim periods presented have been
reflected herein. The results of operations for interim periods are not
necessarily indicative of the results to be expected for the full year. Notes to
the financial statements which would substantially duplicate the disclosure
contained in the audited financial statements for fiscal 2012 as reported in the
Form 10-K have been omitted. It is management's opinion that all adjustments
necessary for a fair statement of the results of the interim periods have been
made, and all adjustments are of a normal recurring nature.
NOTE 2. 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 during the period from May 13, 2005 (inception) to March 31, 2013,
the Company generated a net loss of $197,901 during the same period. 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 3. RELATED PARTY
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,
2013 the loan balance is $115,964. All funds provided to Placer Del Mar by
shareholders are unsecured and they have agreed to forego any penalties or
interest should Placer Del Mar be unable to repay any funds provided to the
Company.
NOTE 4. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after March 31,
2013 up through date the Company issued these financial statements. During this
period, the Company did not have any material recognizable subsequent events.
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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. 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.
GOING CONCERN
Our unaudited financial statements presented herein are prepared using
accounting principles generally accepted in the United States of America
applicable to a going concern, which contemplates the realization of assets and
liquidation of liabilities in the normal course of business. However, we dodoes
not have cash or other significant current assets, nor do we have an established
source of revenues sufficient to cover our operating costs and to allow us to
continue as a going concern.
Under the going concern assumption, an entity is ordinarily viewed as continuing
in business for the foreseeable future with neither the intention nor the
necessity of liquidation, ceasing trading, or seeking protection from creditors
pursuant to laws or regulations. Accordingly, assets and liabilities are
recorded on the basis that the entity will be able to realize its assets and
discharge its liabilities in the normal course of business.
As described in Note 2 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.
RESULTS OF OPERATIONS
We have generated $197,927 in revenues and have incurred $347,685 in expenses
from ongoing operations since inception through March 31, 2013, resulting in a
net loss of $197,901.
The following table provides selected financial data about our Company for the
period ended March 31, 2013.
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Balance Sheet Data: 3/31/2013
------------------- ---------
Cash $ 0
Total assets $ 436,563
Total liabilities $ 590,264
Shareholders' equity $(153,701)
During the three month periods ended March 31, 2013 and 2012 we generated no
revenues. During the three month period ended March 31, 2013 we incurred $18,327
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, 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.
During the nine month periods ended March 31, 2013 and 2012 we generated $0 and
$14,646 in revenues, respectively. During the nine month period ended March 31,
2013 we incurred $52,705 in general and administrative expenses, $15,553 in
interest expense and $8,367 in the amortization of the mineral rights license.
For the nine month period ended March 31, 2012 we incurred $26,277 in general
and administrative expenses, $1,508 in exploration expenses, $15,553 in interest
expense and $8,367 in the amortization of the mineral rights license.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at March 31, 2013 was $0 with $127,927 in accounts
receivable. There was no cash provided by financing activities for the period
ended March 31, 2013. 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 revenue from the Conchuela extraction and any funds loaned from
shareholders will be sufficient to fund our operations for the next twelve
months during our exploration stage. Through March 31, 2013 we have spent
$58,174 on exploration activities. The cumulative total amount of the loans from
shareholders at March 31, 2013 was $115,964. No amount of funds, loaned to the
Company by shareholders, 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 shareholders do not provide the funding as discussed above, our
business will likely fail, we may cease operations, and investors will likely
lose their money.
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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 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
As a smaller reporting company, as defined in Rule 12b-2 of the Exchange Act, we
are not required to provide disclosure under this Item 3.
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES
Under the supervision and with the participation of our management, including
our principal executive officer and our principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective to ensure that the
information required to be included in the reports filed or submitted by us
under the Exchange Act is (i) is recorded, processed, summarized and reported
within the time periods specified in SEC rules and forms, and (ii) is
accumulated and communicated to our management, including our principal
financial and executive officers, as appropriate to allow timely decisions
regarding required disclosure
CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING
There have been no changes in our internal control over financial reporting that
occurred during the fiscal quarter ended March 31, 2013 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
8
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are not 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 our Annual Report on Form 10-K for the year ended June 30, 2012.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
We have not sold any 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
None
ITEM 6. EXHIBITS
The following exhibits are included with this quarterly filing.
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 **
----------
* 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
** To Be Filed By Amendment
9
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 on June 14, 2013.
Placer del Mar, Ltd.
/s/ Humberto Bravo
----------------------------------------
By: Humberto Bravo
(Principal Executive Officer)
1
