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EX-32.1 - Urban Hydroponics, Inc.ex32-1.txt
EX-31.1 - Urban Hydroponics, Inc.ex31-1.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 quarterly period ended December 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)

                         651 Okeechobee Blvd., Unit 412
                            West Palm Beach, FL 33401
                                 (561) 543-8882
          (Address and telephone number of principal executive offices)

                           302 Washington Street #351
                            San Diego, CA 92103-4221
                 (Former Address 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 [X] NO [ ]

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 March 24, 2014

PLACER DEL MAR, LTD. FORM 10-Q FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2013 TABLE OF CONTENTS PAGE ---- PART I - FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) 3 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 7 Item 3. Quantitative and Qualitative Disclosures About Market Risk 9 Item 4. Controls and Procedures 9 PART II - OTHER INFORMATION Item 1. Legal Proceedings 11 Item 1A. Risk Factors 11 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 11 Item 3. Defaults Upon Senior Securities 11 Item 4. Mine Safety Disclosures 11 Item 5. Other Information 11 Item 6. Exhibits 12 SIGNATURES 13 2
PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS PLACER DEL MAR,LTD. (An Exploration Stage Company) Balance Sheets (Stated in U.S. Dollars) (Unaudited) Six Months Ended Year Ended December 31, June 30, 2013 2013 ---------- ---------- ASSETS CURRENT ASSETS Cash and cash equivalents $ -- $ -- ---------- ---------- TOTAL CURRENT ASSETS -- -- ---------- ---------- LIABILITIES & STOCKHOLDERS' EQUITY CURRENT LIABILITIES Accounts payable $ 119,632 $ 101,039 Loan from related party 49,537 30,228 ---------- ---------- TOTAL CURRENT LIABILITIES 169,169 131,267 ---------- ---------- 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 December 31, 2013 and June 30, 2013 respectively 1,720 1,720 Additional paid-in capital 42,480 42,480 Deficit accumulated during development stage (213,369) (175,467) ---------- ---------- TOTAL STOCKHOLDERS' EQUITY (169,169) (131,267) ---------- ---------- TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY $ -- $ -- ========== ========== The accompanying notes are an integral part of these financial statements. 3
PLACER DEL MAR, LTD. (An Exploration Stage Company) Statements of Operations (Stated in U.S. Dollars) (Unaudited) Inception Three Months Three Months Six Months Six Months May 13, 2005 Ended Ended Ended Ended through December 31, December 31, December 31, December 31, December 31, 2013 2012 2013 2012 2013 ---------- ---------- ---------- ---------- ---------- REVENUES Revenues $ -- $ -- $ -- $ -- $ 197,927 ---------- ---------- ---------- ---------- ---------- TOTAL REVENUES -- -- -- -- 197,927 ---------- ---------- ---------- ---------- ---------- OPERATING COSTS Exploration expense -- -- -- -- 58,174 Amortization of mineral rights license -- 2,789 -- 5,578 28,818 Administrative expenses 29,588 18,625 37,902 34,378 317,696 ---------- ---------- ---------- ---------- ---------- TOTAL OPERATING COSTS 29,588 21,414 37,902 39,956 404,688 ---------- ---------- ---------- ---------- ---------- OTHER EXPENSE Interest expense -- 5,203 -- 10,406 53,290 ---------- ---------- ---------- ---------- ---------- TOTAL OTHER EXPENSE -- 5,203 -- 10,406 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) $ (29,588) $ (26,617) $ (37,902) $ (50,362) $ (213,370) ========== ========== ========== ========== ========== BASIC AND DILUTED EARNINGS (LOSS) PER SHARE $ (0.00) $ (0.01) $ (0.02) $ (0.03) ========== ========== ========== ========== WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 1,720,000 1,720,000 1,720,000 1,720,000 ========== ========== ========== ========== The accompanying notes are an integral part of these financial statements. 4
PLACER DEL MAR, LTD. (An Exploration Stage Company) Statements of Cash Flows (Stated in U.S. Dollars) (Unaudited) Inception Six Months Six Months May 13, 2005 Ended Ended through December 31, December 31, December 31, 2013 2012 2013 ---------- ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES Net income(loss) $ (37,902) $ (50,362) $ (213,370) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Discount of long term liabilities -- 10,406 -- Amortization of mineral rights license -- 5,578 -- Changes in operating assets and liabilities: Accounts receivable -- -- -- Accounts payable and accrued expenses 18,593 29,764 119,633 ---------- ---------- ---------- NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (19,309) (4,614) (93,737) ---------- ---------- ---------- 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 19,309 3,525 49,537 Issuance of common stock -- -- 44,200 ---------- ---------- ---------- NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 19,309 3,525 93,737 ---------- ---------- ---------- NET INCREASE (DECREASE) IN CASH -- (1,089) -- CASH AT BEGINNING OF PERIOD -- 1,089 -- ---------- ---------- ---------- CASH AT END OF PERIOD $ -- $ -- $ -- ========== ========== ========== NON-CASH INVESTING AND FINANCIAL ACTIVITIES Increase in mining rights license and long-term liabilities -- 311,425 -- SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION Cash paid during year for: Interest $ -- $ -- $ -- ========== ========== ========== Income Taxes $ -- $ -- $ -- ========== ========== ========== The accompanying notes are an integral part of these financial statements. 5
PLACER DEL MAR, LTD. (An Exploration Stage Company) Notes to Condensed Financial Statements As at December 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 December 31, 2013, the Company generated a net loss of $213,370 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. LOAN FROM SHAREHOLDER Loan from shareholder represents funds loaned to the company by an officer and director. As of December 31, 2013 the loan balance is $49,537. The funds provided to Placer Del Mar 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 December 31, 2013 up through date the Company issued these financial statements. During this period, the Company did not have any material recognizable subsequent events. 6
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 do 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 $213,369 as of December 31, 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 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. 7
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, have incurred $404,688 in operating expenses from ongoing operations and $53,290 in interest expense since inception through December 31, 2013, resulting in a net loss of $213,370. The following table provides selected financial data about our Company for the period ended December 31, 2013. Balance Sheet Data: 12/31/2013 ------------------- ---------- Cash $ 0 Total assets $ 0 Total liabilities $ 169,169 Shareholders' equity $(169,169) During the three month periods ended December 31, 2013 and 2012 we generated no revenues. During the three month period ended December 31, 2013 we incurred $29,588 in general and administrative expense. For the three month period ended December 31, 2012 we incurred $18,625 in general and administrative expenses, $5,203 in interest expense and $2,789 in amortization expense. During the six month periods ended December 31, 2013 and 2012 we generated no revenues. During the six month period ended December 31, 2013 we incurred $37,902 in general and administrative expense. For the six month period ended December 31, 2012 we incurred $34,378 in general and administrative expenses, $10,406 in interest expense and $5,578 in amortization expense. 8
LIQUIDITY AND CAPITAL RESOURCES Our cash in the bank at December 31, 2013 was $0. There was no cash provided by financing activities for the period ended December 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 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. 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 RIS 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 9
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 December 31, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 10
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 On November 30, 2013, Humberto Bravo and Mario Laguna resigned as the only members of the Board of Directors of Placer Del Mar, Ltd. (the "Company"). To the knowledge of the Company, the resignation of each member of the Board of Director did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices. The stockholders of the Company holding at least the requisite voting power of the issued and outstanding stock of the Company entitled to vote, acting by written consent without a meeting under Nevada law, appointed Frank Terzo as the sole director of the Company, to fill the vacancy so created by the resignation of Mr. Bravo and Mr. Laguna, effective February 27, 2014, to serve until the next annual meeting of the stockholders of the Company, and until his successor is duly elected or appointed and qualified, or until his prior resignation or removal. Effective February 27, 2014, Mr. Terzo, sole director of the Company, appointed himself as the Company's President, Treasurer and Secretary, to serve at the pleasure of the Board of Directors. 11
ITEM 6. EXHIBITS The following exhibits are included with this quarterly filing. Exhibit No. Description ----------- ----------- 3.1 Articles of Incorporation (1) 3.2 Bylaws (1) 31.1 / 31.2* Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer 32.1 / 32.2* Rule 1350 Certification of Chief Executive and Financial Officer 101.INS** XBRL Instance Document 101.SCH** XBRL Schema Document 101.CAL** XBRL Calculation Linkbase Document 101.DEF** XBRL Definition Linkbase Document 101.LAB** XBRL Label Linkbase Document 101.PRE** XBRL Presentation Linkbase Document ---------- * This certification is being furnished and shall not be deemed "filed" with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed to be incorporated by reference into any filing under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference. ** Pursuant to Rule 406T of Regulation S-T, this XBRL related information shall not be deemed to be "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liability of that section, and shall not be deemed part of a registration statement, prospectus or other document filed under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such filings. (1) Filed with the Securities and Exchange Commission on August 22, 2005, as an exhibit numbered as indicated above, to the Registrant's Registration Statement on Form SB-2 (SEC File No. 333-127736), which exhibit is incorporated herein by reference. 12
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 April 1, 2014. Placer del Mar, Ltd. /s/ Frank Terzo ------------------------------------- By: Frank Terzo (Principal Executive Officer) 1