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 September 30, 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 November 18, 2013
ITEM 1. FINANCIAL STATEMENTS.
PLACER DEL MAR,LTD.
(A Development Stage Company)
Balance Sheets
(Stated in U.S.Dollars)
--------------------------------------------------------------------------------
(Unaudited)
Three Months
Ended Year Ended
September 30, June 30,
2013 2013
---------- ----------
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ -- $ --
---------- ----------
TOTAL CURRENT ASSETS -- --
---------- ----------
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable $ 107,220 $ 101,039
Loan from related party 32,348 30,228
---------- ----------
TOTAL CURRENT LIABILITIES 139,568 131,267
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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 September 30, 2013
and June 30, 2013 respectively 1,720 1,720
Additional paid-in capital 42,480 42,480
Deficit accumulated during development stage (183,768) (175,467)
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TOTAL STOCKHOLDERS' EQUITY (139,568) (131,267)
---------- ----------
TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY $ -- $ --
========== ==========
See Notes to Financial Statements
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PLACER DEL MAR, LTD.
(A Development Stage Company)
Statements of Operations
(Stated in U.S.Dollars)
--------------------------------------------------------------------------------
(Unaudited) Inception
Three Months Three Months May 13, 2005
Ended Ended through
September 30, September 30, September 30,
2013 2012 2013
---------- ---------- ----------
REVENUES
Revenues $ -- $ -- $ 197,927
---------- ---------- ----------
TOTAL REVENUES -- -- 197,927
---------- ---------- ----------
OPERATING COSTS
Exploration expense -- -- 58,174
Amortization of mineral rights license 2,789 28,818
Administrative expenses 8,301 15,752 288,095
---------- ---------- ----------
TOTAL OPERATING COSTS 8,301 18,541 375,088
---------- ---------- ----------
OTHER EXPENSE
Interest expense -- 5,203 53,290
---------- ---------- ----------
TOTAL OTHER EXPENSE -- 5,203 53,290
---------- ---------- ----------
OTHER INCOME/EXPENSE
Other income
Ordinary gain from June 30,2013
liability write-off -- -- 46,682
---------- ---------- ----------
TOTAL OTHER INCOME/EXPENSE -- -- 46,682
---------- ---------- ----------
NET INCOME(LOSS) $ (8,301) $ (23,744) $ (183,768)
========== ========== ==========
BASIC AND DILUTED EARNINGS (LOSS)
PER SHARE $ (0.00) $ (0.01)
========== ==========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 1,720,000 1,720,000
========== ==========
See Notes to Financial Statements
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PLACER DEL MAR, LTD.
(A development Stage Company)
Statements of Cash Flows
(Stated in U.S.Dollars)
--------------------------------------------------------------------------------
(Unaudited) Inception
Three Months Three Months May 13, 2005
Ended Ended through
September 30, September 30, September 30,
2013 2012 2013
---------- ---------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income(loss) $ (8,301) $ (23,744) $ (183,768)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Discount of long term liabilities -- 5,203 --
Amortization of mineral rights license -- 2,789 --
Changes in operating assets and liabilities:
Accounts receivable -- -- --
Accounts payable and accrued expenses 6,181 11,138 107,220
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (2,120) (4,614) (76,548)
---------- ---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan from shareholder and related party 2,120 3,525 32,348
Issuance of common stock -- 44,200
---------- ---------- ----------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 2,120 3,525 76,548
---------- ---------- ----------
NET INCREASE (DECREASE) IN CASH -- (1,089) --
CASH AT BEGINNING OF PERIOD -- 1,089 --
---------- ---------- ----------
CASH AT END OF PERIOD $ -- $ -- $ --
========== ========== ==========
See Notes to Financial Statements
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PLACER DEL MAR, LTD.
(An Exploration Stage Company)
Notes to Financial Statements
Notes to Condensed Financial Statements
As at September 30, 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 2013 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 September 30,
2013, the Company generated a net loss of $183,768 during the same period. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. This condition raises substantial doubt about the Company's
ability to continue as a going concern. The Company will require additional
funding for operations; 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
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 a related party is from Mr. Bravo. As of September 30, 2013 the loan
balance is $32,348. 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 4. SUBSEQUENT EVENTS
The Company evaluated all events or transactions that occurred after September
30, 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.
In the course of its development activities, the Company has sustained losses
and expects such losses to continue through at least the end of fiscal 2014. The
Company expects to finance its operations primarily through one or more future
financings. However, there exists substantial doubt about the Company's ability
to continue as a going concern for at least the next twelve months, because the
Company will be required to obtain additional capital in the future to continue
its operations and there is no assurance that it will be able to obtain such
capital, through equity or debt financing, or any combination thereof, or on
satisfactory terms or at all.
Our independent auditors have included an explanatory paragraph in their report
on our consolidated financial statements included in this report that raises
substantial doubt about our ability to continue as a going concern. Our
financial statements do not include any adjustments that may result from the
outcome of this uncertainty. We have generated minimal operating revenues since
our inception. We had an accumulated deficit of $183,768 as of September 30,
2013. Our continuation as a going concern is dependent upon future events,
including our ability to identify a suitable business combination, to raise
additional capital and to generate positive cash flows. Our audited consolidated
financial statements have been prepared in accordance with generally accepted
accounting principles applicable to a going concern, which implies we will
continue to meet our obligations and continue our operations for the next twelve
months.
Realization values may be substantially different from carrying values as shown,
and our consolidated financial statements do not include any adjustments
relating to the recoverability or classification of recorded asset amounts or
the amount and classification of liabilities that might be necessary as a result
of the going concern uncertainty.
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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 $375,088 in operating
expenses from ongoing operations since inception through September 30, 2013,
resulting in a net loss of $183,768.
The following table provides selected financial data about our Company for the
period ended September 30, 2013.
Balance Sheet Data: 9/30/2013
------------------- ---------
Cash $ 0
Total assets $ 0
Total liabilities $ 139,568
Shareholders' equity $(139,568)
During the three month periods ended September 30, 2013 and 2012 we generated no
revenues. During the three month period ended September 30, 2013 we incurred
$8,301 in general and administrative expense. For the three month period ended
September 30, 2012 we incurred $15,752 in general and administrative expenses,
$5,203 in interest expense and $2,789 in the amortization of the mineral rights
license.
LIQUIDITY AND CAPITAL RESOURCES
Our cash in the bank at September 30, 2013 was $0. There was no cash provided by
financing activities for the period ended September 30, 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 estimate our general and administrative costs will require approximately
$7,500 for the fiscal year ending June 30, 2014, exclusive of any business
acquisition or combination costs. We plan to raise the necessary funds through
loans from affiliates or others.
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We may be unable to secure additional financing on terms acceptable to us, or at
all, at times when we need such financing. Our inability to raise additional
funds on a timely basis could prevent us from achieving our business objectives
and could have a negative impact on our business, financial condition, results
of operations and the value of our securities.
If we raise additional funds by issuing additional equity or convertible debt
securities, the ownership percentages of existing stockholders will be reduced
and the securities that we may issue in the future may have rights, preferences
or privileges senior to those of the current holders of our Common Stock. Such
securities may also be issued at a discount to the market price of our Common
Stock, resulting in possible further dilution to the book value per share of
Common Stock. If we raise additional funds by issuing debt, we could be subject
to debt covenants that could place limitations on our operations and financial
flexibility.
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 September 30, 2013 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We are 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, 2013.
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
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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
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* 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.
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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 November 18, 2013.
Placer del Mar, Ltd.
/s/ Humberto Bravo
------------------------------------
By: Humberto Bravo
(Principal Executive Officer)
1