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

                                   FORM 10-KSB

(Mark One)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
    of 1934 for the Fiscal Year Ended June 30, 2007

[ ] Transition Report Under Section 13 or 15(d) of the Securities Exchange Act
    of 1934

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

           Nevada                       333-127736               72-1600437
(State or other jurisdiction of        (Commission              (IRS Employer
 incorporation or organization)        File Number)          Identification No.)

                           302 Washington Street #351
                            San Diego, CA 92103-4221
                    (Address of principal executive offices)

                    Issuer's telephone number: (775) 352-3839

      Securities registered under Section 12(b) of the Exchange Act: None.

         Securities registered under Section 12(g) of the Exchange Act:
                        Common Stock, $0.001 par value.

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 past 90 days. [X] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 or
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB [X]

Indicate by check mark whether the registrant is a shell company (Rule 12b-2 of
the Exchange Act) [X] Yes [ ] No

State issuer's revenues for its most recent fiscal year: $0.00

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates computed by reference to the price at which the common equity
was sold: $24,200 (620,000 common shares - 420,000 @ $0.01 per share and 200,000
@ $0.10)

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: As of June 30, 2007, the issuer had
1,720,000 shares of common stock issued and outstanding.
<PAGE>
           CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Certain statements in this annual report on Form 10-KSB contain or may contain
forward-looking statements that are subject to known and unknown risks,
uncertainties and other factors which may cause actual results, performance or
achievements to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. These
forward-looking statements were based on various factors and were derived
utilizing numerous assumptions and other factors that could cause our actual
results to differ materially from those in the forward-looking statements. These
factors include, but are not limited to, our ability to consummate a merger or
business combination, economic, political and market conditions and
fluctuations, government and industry regulation, interest rate risk, U.S. and
global competition, and other factors. Most of these factors are difficult to
predict accurately and are generally beyond our control. You should consider the
areas of risk described in connection with any forward-looking statements that
may be made herein. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this report.
Readers should carefully review this annual report in its entirety, including
but not limited to our financial statements and the notes thereto. Except for
our ongoing obligations to disclose material information under the Federal
securities laws, we undertake no obligation to release publicly any revisions to
any forward-looking statements, to report events or to report the occurrence of
unanticipated events. For any forward-looking statements contained in any
document, we claim the protection of the safe harbor for forward-looking
statements contained in the Private Securities Litigation Reform Act of 1995.

                                     PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL INFORMATION

We are an exploration stage company with no revenues. There is no assurance that
a commercially viable mineral deposit exists on our property and further
exploration will be required before a final evaluation as to the economic and
legal feasibility is determined. Our independent auditor has issued an audit
opinion which includes a statement expressing substantial doubt as to our
ability to continue as a going concern.

Placer Del Mar, Ltd. was incorporated in Nevada on May 13, 2005 for the purpose
of mining and mineral exploration. Placer Del Mar, Ltd. has a mineral rights
revenue sharing agreement with Jorge Alberto Almarez of 157 Calle Federico,
Rosarito B.C. Mexico. Our revenue sharing agreement grants us the right to free
access and exploration of the property together with the right to file a mining
claim on the property located 15 miles southeast of Playas del Rosarito, Baja
California, Mexico. The Placer Del Mar mining claim was filed on April 24, 2006
with the Mexican government. From the dates of June, 6th 2005 through April,
24th 2006, Placer Del Mar owned an option which granted Placer the right to
exercise a mining claim on the Almarez property. On April 24th 2006 Placer Del
Mar exercised its option according to the terms of the option agreement. The
terms of the option agreement were: $2000 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

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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.

MINING TERMS UTILIZED IN THIS REPORT:

"Andesite"        Volcanic rock characteristically medium dark in color and
                  containing 54 to 62% silica.
"Basalt"          An extrusive volcanic rock.
"Cenozoic"        The geologic era beginning about 65 million years ago
                  following the Mesozoic era and including the present.
"Diorite"         A medium to dark grey, medium to coarse-grained intrusive
                  rock. It consists mainly of plagioclase feldspar, some quartz,
                  and abundant dark minerals (roughly a third).
"Fault"           A fracture dividing a rock into two sections that have visibly
                  moved relative to each other "Fluvial" Found in or produced by
                  a river.
"Galena"          A lead sulphide - the most common ore mineral of lead.
"Granite"         A coarse-grained intrusive igneous rock consisting of quartz,
                  feldspar and mica.
"Grano"           A combining form meaning of or like granite.
"Igneous"         Rocks that crystalize from magma.
"Metamorphic"     A rock that has undergone chemical or structural changes
                  (heat, pressure, or a chemical reaction) that causes changes
                  to its original state - High-grade metamorphic is a large
                  amount of change.
"Perlite"         A glassy volcanic rock, similar to obsidian.
"Plutonic"        Formed far below the surface of the earth by intense heat,
                  great pressure and slow cooling. Plutonic rocks are typically
                  crystalline with a granite-like texture.
"Quartz"          Common rock forming mineral consisting of silicon and oxygen.
"Rhyolite"        A kind of volcanic rock commonly occurring as a lava flow
                  containing high volumes of silica, granite-like in composition
                  but with a fine-grained texture.
"Scarp"           A steep slope or cliff extending along the edge of a plateau
                  or mesa.
"Sedimentary"     Having the nature of or containing sediment. Formed by the
                  deposit of sediment in certain rocks.
"Synclinal"       Sloping downward in opposite directions so as to meet.
"Tuff"            Rock composed of fine volcanic ash.

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GENERAL INFORMATION

LOCATION AND ACCESS

Our mineral claim to which we have the right of free access and exploration, as
well as the sole and exclusive right to establish mineral claims upon, subject
to a Net Smelter Royalty Return of 1% in favor of Mr. Almarez, payable annually,
is the mineral claim known as the Placer Del Mar Claim. The Placer Del Mar
claim, consisting of a total surface area of approximately 46.2 acres, is
located 15 miles southeast of Playas del Rosarito, Baja California, Mexico. The
claim is located 1.5 miles east of Highway 1 on a paved road accessible by
regular vehicle.

REQUIREMENTS OR CONDITION FOR RETENTION OF TITLE

Mining regulations in Mexico consist of the following items; registration with
General Director of Mines and the Tax Administration Service (SHCP), initiate a
geological mining investigation to determine the potential resource within the
prospective land, define the surface area of the of the mining request, pay the
mining tariff which is determined by the size of the claim, and receive the
permit for the Mining Concession issued by the General Director of mines. The
mining tariff to maintain our claim is $200 (U.S.) per year. The tariff is paid
to the Mexican federal government. We anticipate the total cost of permits to be
approximately $25,000. Mining permits last for a period of six years.

PRESENT CONDITION OF THE PROPERTY

There has been no previous work on the property. There is not a plant or any
equipment currently located on the property. Electric power and water are
available on the property.

CURRENT STATE OF EXPLORATION ON THE PROPERTY

At the current time the property is without know reserves and the proposed
program is exploratory in nature. We are continuing our first phase, Phase One
of our exploration program which consists of geologic surveying, mapping and
analytical assays. The future cost of exploration work on the property is
disclosed in detail in the Plan of Operation section of this prospectus.

TOTAL COST OF OUR PROPERTY TO DATE AND PLANNED FUTURE COSTS

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 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

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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. Mr. Almarez has no relationship
or affiliation with the company or its management. Mr. Almarez has not granted
his interests in mining claims to other companies.

We are currently working in Phase One of our exploration program on the Placer
Del Mar claim, which consists of geologic surveying, mapping, trenching and
analytical assays and is estimated to take one to two years to complete. We
anticipate that the Phase One program will cost approximately $27,000, which
will be paid from cash on hand and loans from our director. We believe our
current cash balance of $5,710 plus loans from our director will provide
sufficient funding for completion of Phase One. In addition to our existing
cash, our director 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
the estimated amount of $3,000 to $6,000 per month. In the event our director
does not provide such funding business will likely fail, cease operations, and
investors will likely lose their money. 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.

The above program cost estimates were provided to us by 3 GEO Geological
Services who prepared the preliminary geology report respecting the Placer Del
Mar claim. Results gained from the program will lead to a better understanding
of the location of, and controls of, any mineralization. As of the date of this
filing, we have begun Phase One of our business plan exploration program on the
Placer Del Mar claim.

The Phase Two exploration program is contingent upon the discovery of
economically viable minerals during the Phase One program, and our ability to
raise additional funds to cover the costs. As of this date we have not
identified a source for this additional funding. If economically viable
mineralization is found in Phase One of our program, then we will proceed to
Phase Two of our plan. The director of the company, Humberto Bravo, will decide
if the company should proceed to Phase Two of our program. Management has no
technical expertise in mining to make this determination and will rely upon
results from geological studies to make his decision. In Phase Two we intend to
do an initial examination of the underground characteristics of any potential
vein structure or mineral deposit that was identified in Phase One. Phase Two is
aimed at identifying any mineral deposits of potential economic importance. The
Methods used in Phase Two are: more extensive trenching, more advanced
geophysical study of the claim, and possible diamond drilling of sample holes in
the land at our claim.

Trenching identifies the continuity and extent of the mineralization, if any,
below the surface. Trenching involves the utilization of a variety of digging
methods, from using a simple pick and shovel to use of a backhoe service or a
bulldozer to dig in areas our geologist recommends on our claim. Trenches can be
any length the geologist recommends, with estimated backhoe trenches on our
claim to be approximately two feet wide by up to a maximum of ten feet deep in
grids from twenty feet to fifty feet long. Surface assays from trenching will be
used by our geologist to locate areas on our claim that may be suitable for more
extensive exploration, including drilling. Ore veins may run along or near the
surface of our claim, and trenching is used to discover those veins. Our

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geologist will assay the trenches, study any geological formations and develop a
more detailed exploration plan from the information obtained from the trenches.

Diamond drilling involves utilization of a drilling operator to drill vertical
shafts into the ground of various depths and widths for the purpose of
extracting core mineral samples. Our geologist may recommend drilling if
trenching indicates sufficient mineral content. Drilling procedures vary by each
claim and is only warranted when the geologist recommends it due to its higher
cost above trenching. The drilling process involves drilling numerous sample
holes of depths that are determined by a geologist. Drilling is used to define
and locating deeper mineral deposits. Holes are analyzed for mineral content at
all levels of each sample hole. It requires vertical drilling equipment to drill
to various depths to extract core mineral samples. Diamond drilling and further
geophysical work will give the company a greater understanding of the location
and extent, if any, of mineralization at depths that are unreachable by surface
observations, excavations, and provides a target for more extensive trenching
and core drilling. At this time, we cannot speculate or estimate whether we will
find sufficient mineralization that justifies drilling costs, and we cannot
estimate the costs of such drilling. Only after a thorough analysis of the data
collected in Phase Two, we will decide if the claim warrants continued
exploration.

The geological setting of the northern Baja California state are prospective for
economically important mineral deposits, mainly gold, tungsten, perlite,
sulfides, titanium, and silver. The discussion contained herein describes only
the available data, and further research is needed to examine specific sites
with the highest potential.

COMPETITION AND COMPETITIVE POSITION

The metals mining industry is highly fragmented. We will be competing with many
other exploration companies looking for titanium, gold, copper, nickel and
platinum-group metals and other minerals. We are among the smallest exploration
companies in existence and are an infinitely small participant in the
exploration business which is the foundation of the mining industry. While we
generally compete with other exploration companies, there is no competition for
the exploration or removal of minerals from our claim. Readily available
commodities markets exist in Mexico and around the world for the sale of ores
and other minerals. Therefore, we will likely be able to sell any ores or other
minerals that we are able to recover.

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceedings.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.

COMPLIANCE WITH GOVERNMENT REGULATION

We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Mexico generally, and in Baja California specifically. We will have to
sustain the cost of reclamation and environmental mediation for all exploration

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and development work undertaken. As part of the permit application process
needed to begin mining and mineral extraction, we will be required to follow the
national environmental laws of the National Institute of Ecology, a Federal
government agency. An environmental application will need to be filed with the
Ministry of Public Mining Registry in Mexico City, which enforces Federal
environmental laws for the mining industry. We will petition the Ministry for an
environmental operating license by describing our mining facility and its
potential impact on the environment. We will be required to file environmental
reports every two years, with estimated costs of $5,000 for each two year
period, with the Ministry of Public Mining Registry in Mexico City. Other than
the environmental report costs, the total costs are not known at this time as we
do not know the extent of the exploration program that will be undertaken beyond
completion of the currently planned work programs. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings or our competitive position in the event a potentially economic deposit
is discovered. If we enter into production, the cost of complying with permit
and regulatory environment laws will be greater than in the exploration phases
because the impact on the project area is greater. Permits and regulations will
control all aspects of any production program if the project continues to that
stage because of the potential impact on the environment. Examples of regulatory
requirements include: - Water discharge will have to meet water standards; -
Dust generation will have to be minimal or otherwise re-mediated; - Dumping of
material on the surface will have to be re-contoured and re-vegetated; - An
assessment of all material to be left on the surface will need to be
environmentally benign; - Ground water will have to be monitored for any
potential contaminants; - The socio-economic impact of the project will have to
be evaluated and if deemed negative, will have to be re-mediated; and - There
will have to be an impact report of the work on the local fauna and flora.
Because there will not be any significant physical disturbance to the Placer Del
Mar claim, we will only incur costs in complying with environmental laws after
the first two phases of exploration on the claim, when actual mining would
begin.

Mining regulations in Mexico consist of the following items; registration with
General Director of Mines and the Tax Administration Service (SHCP), initiate a
geological mining investigation to determine the potential resource within the
prospective land, define the surface area of the of the mining request, pay the
mining tariff which is determined by the size of the claim, and receive the
permit for the Mining Concession issued by the General Director of mines. The
mining tariff to maintain our claim is $200 (U.S.) per year paid in four
quarterly payments of $50 (U.S.). The tariff is paid to the Mexican federal
government. We paid our first payment in December of 2006. Mining permits
require approximately 60 days to be obtained after filing with the Mexican
Government. We anticipate the cost of all mining and environmental permits to be
approximately $25,000. Mining permits last for a period of six years.

STATUS OF ANY PUBLICLY ANNOUNCED  NEW PRODUCTS OR SERVICES

Placer Del Mar has no new product or service planned or announced to the public.

SUPPLIERS AND SOURCES OF RAW MATERIALS

We have no principal suppliers or sources for raw materials.

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DEPENDENCE ON ONE OR A FEW MAJOR CUSTOMERS

Placer Del Mar will not depend on any one or a few major customers.

PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS

We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will continue to assess the need for any on an ongoing basis.

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 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.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

Placer Del Mar is not required to apply for or have any government approval for
its products or services.

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

Placer Del Mar has not expended funds for research and development costs since
inception.

NUMBER OF EMPLOYEES

Placer Del Mar's only current employee is its officer who will devote as much
time as the board of directors determines is necessary to manage the affairs of
the company.

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We also make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934, including filing Form 10-KSB annually and Form 10-QSB quarterly. In

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addition, we will file Form 8K and other proxy and information statements from
time to time as required. We do not intend to voluntarily file the above reports
in the event that our obligation to file such reports is suspended under the
Exchange Act. The public may read and copy any materials that we file with the
Securities and Exchange Commission, ("SEC"), at the SEC's Public Reference Room
at 100 F Street NE, Washington, DC 20549. The public may obtain information on
the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330.
The SEC maintains an Internet site (http://www.sec.gov) that contains reports,
proxy and information statements, and other information regarding issuers that
file electronically with the SEC.

RISK FACTORS

WE ARE AN EXPLORATION STAGE COMPANY IN OUR FIRST PHASE OF OUR EXPLORATION
ACTIVITIES ON OUR CLAIM, WHICH WE ESTIMATE MAY TAKE ONE TO TWO YEARS TO
COMPLETE. WE EXPECT TO INCUR OPERATING LOSSES FOR THE FORESEEABLE FUTURE.

     We were incorporated on May 13, 2005. We have only a limited operating
     history upon which an evaluation of our future prospects can be made. Such
     prospects must be considered in light of the substantial risks, expenses
     and difficulties encountered by new entrants into the competitive mining
     industry. The mining business is, by nature, extremely speculative. Our
     ability to achieve and maintain profitability and generate a positive cash
     flow is highly dependent upon a number of factors, including our ability to
     locate profitable minerals on our property, successfully extract them and
     generate revenues, while reducing exploration costs. We expect to incur
     significant operating losses in future periods as we incur significant
     expenses associated with research, assessment and exploration of our
     mineral property. We cannot guarantee that we will be successful in
     realizing revenues or achieving or sustaining positive cash flow and if we
     are unsuccessful in addressing these risks, our business will most likely
     fail.

WE ARE INVOLVED IN THE FIRST PHASE OF OUR EXPLORATION ACTIVITIES BY HAVING OUR
PROPERTY EXAMINED IN THE FIELD BY A PROFESSIONAL GEOLOGIST OR MINING ENGINEER,
THERE IS THE RISK THAT OUR PROPERTY DOES NOT CONTAIN ANY ORE RESERVES, WHICH
COULD LEAD TO A TOTAL LOSS OF ANY INVESTMENT IN OUR SECURITIES.

     We do not claim any known ore reserves on our properties. We are
     speculating that minerals may be found on our property, but their can be no
     guarantee they will be found or that if found, we can successfully extract
     or market the minerals. If the Placer Del Mar claim does not contain any
     reserves, the funds that we spend on exploration will be lost. As well,
     problems such as unusual or unexpected formations and other conditions are
     involved in mineral exploration and often result in unsuccessful
     exploration efforts. In such a case, we would be unable to complete our
     business plan and our stockholders could lose any investment they make in
     our company's securities.

BECAUSE WE ARE INVOLVED IN THE FIRST PHASE OF OUR EXPLORATION ACTIVITIES WITH
THE SURVEY OF THE PLACER DEL MAR CLAIM, WE MAY DISCOVER MINERALIZATION ON THE
CLAIM THAT IS NOT WITHIN OUR CLAIM BOUNDARIES AND THEREFORE, CANNOT BE
EXTRACTED.

     While we have conducted a title search to confirm that Mr. Jorge Alberto
     Almarez is the registered owner of the property and that there are no
     competing claims on the property, this should not be construed as a
     guarantee of claim boundaries. Until the claim is surveyed, the precise

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     location of the boundaries of the claim may be in doubt. If we discover
     mineralization that is close to the estimated claim boundaries, it is
     possible that some or all of this mineralization may occur outside surveyed
     boundaries. In such a case, we would not have the right to extract these
     minerals.

BECAUSE OF THE INHERENT DANGERS INVOLVED IN MINERAL EXPLORATION, THERE IS A RISK
THAT WE MAY INCUR LIABILITY OR DAMAGES AS WE CONDUCT OUR BUSINESS.

     The search for valuable minerals involves numerous hazards. As a result, we
     may become subject to liability for such hazards, including pollution,
     cave-ins and other hazards against which we cannot insure or against which
     we may elect not to insure. The payment of such liabilities would have a
     material adverse effect on our financial position, possibly causing the
     business to fail.

MR. BRAVO, THE SOLE OFFICER AND DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES
APPROXIMATELY 20 - 25 HOURS PER WEEK TO COMPANY MATTERS. THE COMPANY'S NEEDS
COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE MAY HAVE. THIS COULD
RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR
REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.

     Our business plan does not provide for the hiring of any additional
     employees until revenues will support the expense. Until that time the
     responsibility of developing the company's business, initiating the
     exploration program and fulfilling the reporting requirements of a public
     company all fall upon Mr. Bravo. While he has business experience including
     management and accounting, he has had no experience serving in a public
     company setting, including serving as a principal accounting officer or
     principal financial officer. Our president, Mr. Humberto Bravo, is
     currently retired, but has agreed to devote full time services to Placer
     Del Mar after we attain a sufficient level of revenue and are able to
     provide officers' salaries. In the event he is unable to fulfill any aspect
     of his duties to the company we may experience a shortfall or complete lack
     of revenues, possibly resulting in our shareholders losing all of their
     investment funds.

BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.

     Our director has no professional training or technical credentials in the
     field of geology and specifically in the areas of exploring, developing and
     operating a mine. As a result, we may not be able to recognize and take
     advantage of potential acquisition and exploration opportunities in the
     sector without the aid of qualified geological consultants. As well, with
     no direct training or experience, our management may not be fully aware of
     the specific requirements related to working in this industry. His
     decisions and choices may not be well thought out and our operations,
     earnings and ultimate financial success may suffer irreparable harm as a
     result.

OUR CONTINUED EXISTENCE AND FUTURE PROFITABILITY IS HIGHLY DEPENDENT UPON THE
PRICE OF PRECIOUS METALS AND ORES. ANY SUBSTANTIAL DROP IN THESE MARKET PRICES
COULD RESULT IN A LOSS OF REVENUES TO US, THEREBY REDUCING THE VALUE OF ANY
SECURITIES HELD BY OUR STOCKHOLDERS.

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     The economic viability of our minerals exploration program will be highly
     dependent on, among many other factors, political issues and general
     economic conditions. During periods of economic downturn or slow economic
     growth, coupled with eroding consumer confidence or rising inflation, the
     price and/or sale of precious metals could be severely impacted. Such
     factors would likely have an immediate effect on our business operations
     and/or profitability. Currently, mineral values have been rising over the
     last few years, however, there is no guarantee this trend will continue. It
     may be difficult to conduct operations profitably in the mining industry in
     the future if mineral prices drop substantially.

IF WE BECOME SUBJECT TO BURDENSOME GOVERNMENT REGULATION OR OTHER LEGAL
UNCERTAINTIES, IT COULD INCREASE OUR COSTS OF DOING BUSINESS AND PREVENT US FROM
EXPLORING FOR ORE DEPOSITS.

     There are several governmental regulations that materially restrict mineral
     claims exploration and development. Under Mexican mining law, to engage in
     certain types of exploration will require work permits, the posting of
     bonds, and the performance of remediation work for any physical disturbance
     to the land. While these current laws will not affect our current
     exploration plans, if we proceed to commence drilling operations on the
     Placer Del Mar claim, we will incur modest regulatory compliance costs. In
     addition, the legal and regulatory environment that pertains to the
     exploration of ore is uncertain and may change. Uncertainty and new
     regulations could increase our costs of doing business and prevent us from
     exploring for ore deposits. The growth of demand for ore may also be
     significantly slowed. This could delay growth in potential demand for and
     limit our ability to generate revenues. In addition to new laws and
     regulations being adopted, existing laws may be applied to mining that have
     not as yet been applied. These new laws may increase our cost of doing
     business with the result that our financial condition and operating results
     may be harmed.

SUPPLIES AND EQUIPMENT WE WILL NEED FOR CONTINUED EXPLORATION MAY NOT ALWAYS BE
AVAILABLE, WHICH COULD DELAY OUR PLANS AND POSSIBLE REVENUES.

     Competition and unforeseen limited sources of supplies we may need for our
     exploration programs could result in occasional spot shortages of supplies
     of certain products, equipment or materials. We cannot guarantee we will be
     able to obtain certain products, equipment and/or materials which we
     require, without interruption, as and when needed, or on terms favorable to
     us. Any such unavailability could result in the delay of our exploration
     programs and any possible resulting revenues.

WE ARE DEPENDENT ON ADDITIONAL FINANCING, WHICH MAY BE UNAVAILABLE TO US OR, IF
AVAILABLE, MAY CAUSE DILUTION TO THE SHAREHOLDERS.

     While we have sufficient funds to conduct initial exploration on the claim,
     we will require additional financing in order to determine whether the
     claim contains sufficient economic mineralization and to cover our
     anticipated administrative costs. We will also require additional financing
     if the costs of the exploration of the Placer Del Mar claim are greater
     than anticipated. Even after completing all proposed exploration, we will
     not know if we have a commercially viable mineral deposit. We will require
     additional financing to sustain our business if we are not successful in
     earning revenues once exploration is complete. We do not currently have any

                                       11
<PAGE>
     arrangements for financing and may not be able to find such financing if
     required. Obtaining additional financing would be subject to a number of
     factors, including the market price for the minerals, investor acceptance
     of our claim and general market conditions. These factors may make the
     timing, amount, terms or conditions of additional financing unavailable to
     us. The most likely source of future funds presently available to us is
     through the sale of equity capital. Any sale of share capital will result
     in dilution to existing shareholders. The only other anticipated
     alternative for the financing of further exploration would be advances from
     related parties and joint venture or sale of a partial interest in the
     Placer Del Mar claim to a third party in exchange for cash or exploration
     expenditures, which is not presently contemplated. Without funding, we may
     be only partially successful or completely unsuccessful in implementing our
     business plan, and our shareholders may lose part or all of their
     investment.

OUR FINANCIAL STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING
CONCERN. OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION FOR PLACER DEL
MAR WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. IF OUR
BUSINESS PLAN FOR THE FUTURE IS NOT SUCCESSFUL, INVESTORS WILL LIKELY LOSE ALL
OF THEIR INVESTMENT IN OUR STOCK.

     As described in Note 4 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 no
     revenues, or profits.

THERE IS NO CURRENT PUBLIC MARKET FOR OUR SECURITIES. WE HAVE NO CURRENT PUBLIC
OFFERING AND NO PROPOSED PUBLIC OFFERING OF OUR EQUITY. AS OUR STOCK IS NOT
PUBLICLY TRADED, INVESTORS SHOULD BE AWARE THEY PROBABLY WILL BE UNABLE TO SELL
THEIR SHARES AND THEIR INVESTMENT IN OUR SECURITIES IS NOT LIQUID.

     There is presently no demand for our common stock and no public market
     exists for our shares. We plan to contact a market maker and apply to have
     the shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB
     is a regulated quotation service that displays real-time quotes, last sale
     prices and volume information in over-the-counter (OTC) securities. The
     OTCBB is not an issuer listing service, market or exchange. Although the
     OTCBB does not have any listing requirements per se, to be eligible for
     quotation on the OTCBB, issuers must remain current in their filings with
     the SEC or applicable regulatory authority. Market Makers are not permitted
     to begin quotation of a security whose issuer does not meet this filing
     requirement. Securities already quoted on the OTCBB that become delinquent
     in their required filings will be removed following a 30 or 60 day grace
     period if they do not make their required filing during that time. We
     cannot guarantee that our application will be accepted or approved and our
     stock listed and quoted for sale. As of the date of this filing, there have
     been no discussions or understandings between Placer Del Mar or anyone
     acting on our behalf with any market maker regarding participation in a
     future trading market for our securities. If no market is ever developed
     for our common stock, it will be difficult for the shareholders to sell any
     of their shares.

WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE,
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR OUR SHAREHOLDERS TO SELL THEIR SHARES, IF AT ALL.

                                       12
<PAGE>
     We plan to contact a market maker and apply to have the shares quoted on
     the OTC Electronic Bulletin Board. To be eligible for quotation on the
     OTCBB, issuers must remain current in their filings with the SEC. Market
     Makers are not permitted to quote a security whose issuer does not meet
     this filing requirement. In order for us to remain in compliance we will
     require future revenues to cover the cost of these filings, which could
     comprise a substantial portion of our available cash resources. If we are
     unable to generate sufficient revenues to remain in compliance it may be
     difficult for our shareholder to sell their shares.

OUR SOLE DIRECTOR/OFFICER BENEFICIALLY OWNS 64% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT MIGHT HAVE AN
ADVERSE EFFECT ON THE PRICE OF OUR STOCK.

     Due to the controlling amount of his share ownership in our company, if our
     sole director/officer decides to sell his shares in the public market, the
     market price of our stock could decrease and all shareholders suffer a
     dilution of the value of their stock. If our director/officer decides to
     sell any of his common stock, he will be subject to Rule 144 under the 1933
     Securities Act. Rule 144 restricts the ability of our director or officer
     (affiliate) to sell shares by limiting the sales of securities made under
     Rule 144 during any three-month period to the greater of: (1) 1% of the
     outstanding common stock of the issuer; or (2) the average weekly reported
     trading volume in the outstanding common stock reported on all securities
     exchanges during the four calendar weeks preceding the filing of the
     required notice of the sale under Rule 144 with the SEC.

DUE TO OUR DIRECTOR/OFFICER'S BENEFICIAL SHARE OWNERSHIP HE WILL CONTROL AND
MAKE CORPORATE DECISIONS THAT MAY DIFFER FROM THOSE THAT MIGHT BE MADE BY THE
OTHER SHAREHOLDERS.

     Due to the controlling amount of his share ownership in our company, our
     sole director/officer will have a significant influence in determining the
     outcome of all corporate transactions, including the power to prevent or
     cause a change in control. His interests may differ from the interests of
     the other stockholders and thus result in corporate decisions that are
     disadvantageous to other shareholders.

ITEM 2. DESCRIPTION OF PROPERTY

Placer Del Mar's principal executive office address is 302 Washington Street
#351, San Diego, CA 92103. The principal executive office and facilities are
provided by the officer & director of the corporation. The office is used by him
for other business interests and is estimated to be sufficient for our business
needs for the foreseeable future. The company paid Mr. Bravo $500 per month for
management fees and the use of his office facilities through December 2006.

We currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.

                                       13
<PAGE>
ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings nor do we have any
knowledge of any threatened litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

No matters were submitted to a vote of security holders during the fiscal year
ended June 30, 2007.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Placer Del Mar plans to contact a market maker to obtain a listing for trading
on the OTC Electronic Bulletin Board. The OTC Electronic Bulletin Board is a
network of security dealers who buy and sell stock. The dealers are connected by
a computer network which provides information on current "bids" and "asks" as
well as volume information. As of the date of this filing, there have been no
discussions or understandings between Placer Del Mar or anyone acting on our
behalf with any market maker regarding participation in a future trading market
for our securities.

As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus, Placer Del Mar had 47
shareholders of record. We have paid no cash dividends and have no outstanding
options. There are no outstanding options or warrants.

Pursuant to this registration statement the company is seeking to register
620,000 shares held by 46 non-affiliated shareholders. Our officer and director
holds a total of 1,100,000 shares which are not being registered pursuant to
this filing. There are currently 1,720,000 shares that could be sold pursuant to
Rule 144 under the Securities Act.

DIVIDENDS

We have never declared or paid any cash dividends on our common stock. We
currently intend to retain future earnings, if any, to finance the expansion of
the business. As a result, we do not anticipate paying any cash dividends in the
foreseeable future.

SECTION RULE 15(g) OF THE SECURITIES EXCHANGE ACT OF 1934

The Company's shares are covered by Section 15(g) of the Securities Exchange Act
of 1934, as amended that imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established

                                       14
<PAGE>
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser's
written agreement to the transaction prior to the sale. Consequently, the Rule
may affect the ability of broker/dealers to sell our securities and also may
affect your ability to sell your shares in the secondary market.

Section 15(g) also imposes additional sales practice requirements on
broker/dealers who sell penny securities. These rules require a one page summary
of certain essential items. The items include the risk of investing in penny
stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as "bid" and
"offer" quotes, a dealers "spread" and broker/dealer compensation; the
broker/dealer compensation, the broker/dealers duties to its customers,
including the disclosures required by any other penny stock disclosure rules;
the customers rights and remedies in causes of fraud in penny stock
transactions; and, the NASD's toll free telephone number and the central number
of the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER EQUITY COMPENSATION PLANS

We do not have any equity compensation plans and accordingly we have no
securities authorized for issuance thereunder.

SECTION 16(a)

Based solely upon a review of Form 3 and 4 furnished by us under Rule 16a-3(d)
of the Securities Exchange Act of 1934, we are not aware of any individual who
failed to file a required report on a timely basis required by Section 16(a) of
the Securities Exchange Act of 1934.

PURCHASES OF EQUITY SECURITIES BY THE ISSUER AND AFFILIATED PURCHASERS

There were no shares of common stock or other securities issued to the issuer or
affiliated purchasers during the year ended June 30, 2007.

ITEM 6.  PLAN OF OPERATION

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $58,490 in
expenses through June 30, 2007.

                                       15
<PAGE>
The following table provides selected financial data about our company for the
years ended June 30, 2007 and 2006.

           Balance Sheet Data:            6/30/07            6/30/06
           -------------------            -------            -------

           Cash                          $  5,710           $ 15,815
           Total assets                  $  5,710           $ 15,815
           Total liabilities             $ 20,000           $  1,000
           Shareholders' equity          $(14,290)          $ 14,815

There was no cash provided by financing activities for the year ended June 30,
2007. Cash provided by financing since inception was $10,000 from the sale of
shares to our officer and director and the $24,200 resulting from the sale of
our common stock to 46 independent investors

PLAN OF OPERATION

Statements contained herein which are not historical facts are forward-looking
statements as that term is defined by the Private Securities Litigation Reform
Act of 1995. Although the Company believes that the expectations reflected in
such forward-looking statements are reasonable, forward-looking statements are
subject to risks and uncertainties that could cause actual results to differ
from those projected. The Company cautions investors that any forward-looking
statements made by the Company are not guarantees of future performance and
actual results may differ materially from those in the forward-looking
statements. Such risks and uncertainties include, without limitation:
established competitors who have substantially greater financial resources and
operating histories, regulatory delays or denials, ability to compete as a
start-up company in a highly competitive market, and access to sources of
capital.

The following discussion and analysis should be read in conjunction with our
financial statements and notes thereto included elsewhere in this Form 10-KSB.
Except for the historical information contained herein, the discussion in this
Form 10-KSB contains certain forward-looking statements that involve risks and
uncertainties, such as statements of our plans, objectives, expectations and
intentions. The cautionary statements made in this Form 10-KSB should be read as
being applicable to all related forward-looking statements wherever they appear
in this Form 10-KSB. The Company's actual results could differ materially from
those discussed here.

Placer Del Mar's current cash balance is $5,710. We believe our existing cash
balance plus loans from our director will be sufficient to fund our operations
for the next twelve months during our exploration stage. In addition to our
existing cash, our director has provided us with a written agreement to loan the
company sufficient funds to continue the company's business plan Phase One
exploration costs, offering costs, filing fees, and correspondence with our
shareholders in an amount of up to $6,000 per month for the next twelve months.
Our director loaned the company a total of $19,000 for the year ended June 30,
2007 and will continue to loan the company funds on a month by month basis as
needed. In the event our director does not provide such funding business will

                                       16
<PAGE>
likely fail, cease operations, and investors will likely lose their money. We
are an exploration stage company and have generated no revenue to date. We have
sold $34,200 in equity securities to pay for our operations.

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. Our success depends on achieving that goal. There is the
likelihood of our mineral claim containing little or no economic mineralization
or reserves of titanium and other 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 the Phase One then its operations will cease, the
business will fail, and investors will likely lose their money. In the event the
company fails to identify economically viable minerals or raise the necessary
funding to continue its operations then it intends to cease its business
activities. If the company's registration statement is declared effective and it
is unable to continue its operations due a lack of viable minerals or a lack of
funding then it would be forced to dissolve and suspend its reporting
obligations.

                                       17
<PAGE>
We currently are in the first phase of our plan of operation. We believe we will
be able to complete Phase One of the exploration on the Placer Del Mar claim
within the next twelve to twenty four months. Phase One will consist of geologic
surveying, mapping and analytical assays. We anticipate that Phase One will cost
approximately $27,000. 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. Phase One will require approximately
twelve to twenty four months to complete. Once Phase One is completed, the
company's geologist has verbally assured us his firm will be ready to conduct
geological and geophysical studies 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 cost for Phase One including the $2,000 spent for our current geological
study is $27,000. We believe our current cash balance of $10,244, plus loans
from our director will be sufficient to fund completion of Phase One. Our
director has provided us with a written agreement to loan the company sufficient
funds to continue the company's business plan Phase One exploration costs,
offering costs, filing fees, and correspondence with our shareholders in an
amount of up to $6,000 per month for the next twelve months.

PHASE TWO

If economically viable minerals are discovered in Phase One, we intend to
initiate Phase Two of our plan during the third quarter of 2007. 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 one time 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

                                       18
<PAGE>
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. The company
does not intend to seek potential acquisition candidates.

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 4 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.

CRITICAL ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with
generally accepted accounting principles in the United States. Because a precise
determination of many assets and liabilities is dependent upon future events,
the preparation of financial statements for a period necessarily involves the
use of estimates which have been made using careful judgment.

The financial statements have, in management's opinion, been properly prepared
within reasonable limits of materiality and within the framework of the
significant accounting policies summarized below:

A. BASIS OF ACCOUNTING

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

B. BASIC EARNINGS (LOSS) PER SHARE

In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective May 13, 2005 (inception).

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

                                       19
<PAGE>
C. CASH EQUIVALENTS

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

D. MINERAL PROPERTY COSTS

The Company has been in the exploration stage since its formation on May 13,
2005 and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are charged to operations as
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve.

E. 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.

F. INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. 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.

G. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial Accounting Standards Board (FASB) issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment of FASB Statement No. 115". This statement permits
entities to choose to measure many financial instruments and certain other items
at fair value. Most of the provisions of SFAS No. 159 apply only to entities

                                       20
<PAGE>
that elect the fair value option. However, the amendment to SFAS No. 115
"Accounting for Certain Investments in Debt and Equity Securities" applies to
all entities with available-for-sale and trading securities. SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007. Early adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements". The adoption
of this statement is not expected to have a material effect on the Company's
financial statements.

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income
statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for fiscal years ending after
November 15, 2006. The Company is currently evaluating the impact of adopting
SAB No. 108 but does not expect that it will have a material effect on its
financial statements.

In September 2006, the FASB issued SFAS No. 158, "Employers' Accounting for
Defined Benefit Pension and Other Postretirement Plans - an amendment of FASB
Statements No. 87, 88, 106, and 132(R)". This statement requires employers to
recognize the overfunded or underfunded status of a defined benefit
postretirement plan (other than a multiemployer plan) as an asset or liability
in its statement of financial position and to recognize changes in that funded
status in the year in which the changes occur through comprehensive income of a
business entity or changes in unrestricted net assets of a not-for-profit
organization. This statement also requires an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with limited exceptions. The provisions of SFAS No. 158 are effective for
employers with publicly traded equity securities as of the end of the fiscal
year ending after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value measurements. SFAS 157
defines fair value, establishes a framework for measuring fair value in
generally accepted accounting principles, and expands disclosures about fair
value measurements. SFAS 157 applies under other accounting pronouncements that
require or permit fair value measurements and does not require any new fair
value measurements. The provisions of SFAS No. 157 are effective for fair value
measurements made in fiscal years beginning after November 15, 2007. The
adoption of this statement is not expected to have a material effect on the
Company's future reported financial position or results of operations.

In June 2006, the Financial Accounting Standards Board (FASB) issued FASB
Interpretation No. 48, "Accounting for Uncertainty in Income Taxes, an
interpretation of FASB Statements No. 109". FIN 48 clarifies the accounting for

                                       21
<PAGE>
uncertainty in income taxes by prescribing a two-step method of first evaluating
whether a tax position has met a more likely than not recognition threshold and
second, measuring that tax position to determine the amount of benefit to be
recognized in the financial statements. FIN 48 provides guidance on the
presentation of such positions within a classified statement of financial
position as well as on derecognition, interest and penalties, accounting in
interim periods, disclosure, and transition. FIN 48 is effective for fiscal
years beginning after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.

In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of
Financial Assets, an amendment of FASB Statement No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization and impairment requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value eliminates the necessity for
entities that manage the risks inherent in servicing assets and servicing
liabilities with derivatives to qualify for hedge accounting treatment and
eliminates the characterization of declines in fair value as impairments or
direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year
beginning after September 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's future reported financial
position or results of operations.

In February 2006, the FASB issued SFAS No. 155, "Accounting for Certain Hybrid
Financial Instruments-an amendment of FASB Statements No. 133 and 140", to
simplify and make more consistent the accounting for certain financial
instruments. SFAS No. 155 amends SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid financial instrument with an embedded derivative that otherwise would
require bifurcation, provided that the whole instrument is accounted for on a
fair value basis. SFAS No. 155 amends SFAS No. 140, "Accounting for the
Impairment or Disposal of Long-Lived Assets", to allow a qualifying
special-purpose entity to hold a derivative financial instrument that pertains
to a beneficial interest other than another derivative financial instrument.
SFAS No. 155 applies to all financial instruments acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. The adoption of this statement is not expected
to have a material effect on the Company's future reported financial position or
results of operations.

                                       22
<PAGE>
ITEM 7. FINANCIAL STATEMENTS.

                           Chang G. Park, CPA, Ph. D.
              * 371 E STREET * CHULA VISTA * CALIFORNIA 91910-2615 *
                 * TELEPHONE (858)722-5953 * FAX (858) 408-2695
                         * E-MAIL changgpark@gmail.com *


             Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders
Placer Del Mar, Ltd.
(An Exploration Stage Company)

We have  audited the  accompanying  balance  sheet of Placer Del Mar,  Ltd.  (An
Exploration  Stage  "Company")  as of June 30,  2007  and  2006 and the  related
statements of operations, changes in shareholders' equity and cash flows for the
years then  ended,  and for the period of May 13, 2005  (inception)  to June 30,
2007.  These  financial  statements  are  the  responsibility  of the  Company's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements based on our audits.

We conducted  our audit in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audit  provides  a
reasonable basis for our opinion.

In our opinion,  the financial  statements  referred to above present fairly, in
all material respects, the financial position of Placer Del Mar, Ltd. as of June
30, 2007 and 2006,  and the result of its  operations and its cash flows for the
years then ended and for the period May 13, 2005 (inception) to June 30, 2007 in
conformity with U.S. generally accepted accounting principles.

The  financial  statements  have been  prepared  assuming  that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise  substantial  doubt about its ability
to continue as a going  concern.  The  financial  statements  do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ Chang Park
----------------------------
CHANG G. PARK, CPA

September 05, 2007
San Diego, CA. 91910


        Member of the California Society of Certified Public Accountants
          Registered with the Public Company Accounting Oversight Board

                                       23
<PAGE>
                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                                 Balance Sheets
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                    As of              As of
                                                                   June 30,           June 30,
                                                                     2007               2006
                                                                   --------           --------
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $  5,710           $ 15,815
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                  5,710             15,815
                                                                   --------           --------
      TOTAL ASSETS                                                 $  5,710           $ 15,815
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                 $  1,000           $  1,000
  Loan from shareholder                                              19,000                 --
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                            20,000              1,000

      TOTAL LIABILITIES                                              20,000              1,000

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 50,000,000 shares
   authorized; 1,720,000 shares issued and outstanding
   as of June 30, 2007 and 2006)                                      1,720              1,720
  Additional paid-in capital                                         42,480             42,480
  Deficit accumulated during exploration stage                      (58,490)           (29,385)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                          (14,290)            14,815
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $  5,710           $ 15,815
                                                                   ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       24
<PAGE>
                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                             Statement of Operations
                             (Stated in US Dollars)
--------------------------------------------------------------------------------


                                                                   May 13, 2005
                                                                   (inception)
                                 Year Ended        Year Ended        through
                                  June 30,          June 30,         June 30,
                                    2007              2006             2007
                                 ----------        ----------       ----------
REVENUES
  Revenues                       $       --        $       --       $       --
                                 ----------        ----------       ----------
TOTAL REVENUES                           --                --               --

OPERATING COSTS
  Administrative expenses            29,105            25,885           58,490
                                 ----------        ----------       ----------
TOTAL OPERATING COSTS               (29,105)          (25,885)         (58,490)
                                 ----------        ----------       ----------

NET INCOME (LOSS)                $  (29,105)       $  (25,885)      $  (58,490)
                                 ==========        ==========       ==========

BASIC EARNINGS PER SHARE         $    (0.02)       $    (0.02)
                                 ==========        ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING        1,720,000         1,630,959
                                 ==========        ==========


                       See Notes to Financial Statements

                                       25
<PAGE>
                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                  Statement of Changes in Stockholders' Equity
               From May 13, 2005 (Inception) through June 30, 2006
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated
                                                              Common      Additional      During
                                               Common         Stock        Paid-in      Exploration
                                                Stock         Amount       Capital         Stage         Total
                                                -----         ------       -------         -----         -----
<S>                                           <C>           <C>           <C>            <C>              <C>
BALANCE, MAY 13, 2005                                --      $    --       $    --       $     --      $     --

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

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

Stock issued for cash on June 30, 2005
 @ $0.10 per share                              200,000          200        19,800                       20,000
                                             ----------      -------       -------       --------      --------
Net loss, June 30, 2005                                                                    (3,500)       (3,500)
                                             ----------      -------       -------       --------      --------
BALANCE, JUNE 30, 2005                        1,620,000        1,620        32,580         (3,500)       30,700
                                             ----------      -------       -------       --------      --------
Stock issued for services on May 22, 2006
 @ $0.10 per share                              100,000          100         9,900                       10,000

Net loss,  June 30, 2006                                                                  (25,885)      (25,885)
                                             ----------      -------       -------       --------      --------

BALANCE, JUNE 30, 2006                        1,720,000        1,720        42,480        (29,385)       14,815
                                             ----------      -------       -------       --------      --------
Net loss,  June 30, 2007                                                                  (29,105)      (29,105)
                                             ----------      -------       -------       --------      --------

BALANCE, JUNE 30, 2007                        1,720,000      $ 1,720       $42,480       $(58,490)     $(14,290)
                                             ==========      =======       =======       ========      ========
</TABLE>

                       See Notes to Financial Statements

                                       26
<PAGE>
                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                             Statement of Cash Flows
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                          May 13, 2005
                                                                                                           (inception)
                                                                      Year Ended         Year Ended          through
                                                                       June 30,           June 30,           June 30,
                                                                         2007               2006               2007
                                                                       --------           --------           --------
<S>                                                                    <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                    $(29,105)          $(25,885)          $(58,490)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Stock issued for services                                               --             10,000             10,000
  Changes in operating assets and liabilities:
     Accounts payable and accrued expenses                                   --               (500)             1,000
                                                                       --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES           (29,105)           (16,385)           (47,490)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan from shareholder                                    19,000             (2,000)            19,000
  Issuance of common stock                                                   --                 --              1,620
  Additional paid-in capital                                                 --                 --             32,580
                                                                       --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES            19,000             (2,000)            53,200
                                                                       --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                         (10,105)           (18,385)             5,710

CASH AT BEGINNING OF YEAR                                                15,815             34,200                 --
                                                                       --------           --------           --------
CASH AT END OF YEAR                                                    $  5,710           $ 15,815           $  5,710
                                                                       ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

Cash paid during year for:
  Interest                                                             $     --           $     --           $     --
                                                                       ========           ========           ========
  Income Taxes                                                         $     --           $     --           $     --
                                                                       ========           ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       27
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                             June 30, 2007 and 2006
                            (Stated in U.S. Dollars)


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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
Statement  of  Financial  Accounting  Standard  ("SFAS")  No. 7. The Company has
obtained a mineral  rights option  agreement and intends to explore the property
further to determine if valuable minerals exist within the rights claim.

The Company is in the planning and  implementation  of its  business  plan.  The
Company plans to be engaged in the exploration of mineral properties with a view
to  exploit  any  mineral  deposits  they  discover  that  demonstrate  economic
feasibility.  Exploration  will be required before a final  evaluation as to the
economic and legal feasibility is determined.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A. BASIS OF ACCOUNTING

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

B. BASIC EARNINGS (LOSS) PER SHARE

In February  1997,  the FASB issued SFAS No. 128,  "Earnings  Per Share",  which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities  with  publicly  held common  stock.  SFAS No. 128
supersedes the provisions of APB No. 15, and requires the  presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective May 13, 2005 (inception).

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

C. CASH EQUIVALENTS

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

D. MINERAL PROPERTY COSTS

The Company has been in the  exploration  stage since its  formation  on May 13,
2005 and has not yet realized any revenues  from its planned  operations.  It is
primarily  engaged in the  acquisition  and  exploration  of mining  properties.
Mineral property  acquisition and exploration costs are charged to operations as
incurred.   When  it  has  been  determined  that  a  mineral  property  can  be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property, are capitalized. Such costs will be
amortized  using the  units-of-production  method over the estimated life of the
probable reserve.

                                       28
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                             June 30, 2007 and 2006
                            (Stated in U.S. Dollars)


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

E. 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.

F. INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  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.

G. RECENT ACCOUNTING PRONOUNCEMENTS

In February 2007, the Financial  Accounting  Standards  Board (FASB) issued SFAS
No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities -
Including an Amendment  of FASB  Statement  No.  115".  This  statement  permits
entities to choose to measure many financial instruments and certain other items
at fair  value.  Most of the  provisions  of SFAS No. 159 apply only to entities
that  elect the fair  value  option.  However,  the  amendment  to SFAS No.  115
"Accounting for Certain  Investments in Debt and Equity  Securities"  applies to
all entities with  available-for-sale  and trading  securities.  SFAS No. 159 is
effective as of the beginning of an entity's first fiscal year that begins after
November 15, 2007.  Early  adoption is permitted as of the beginning of a fiscal
year that begins on or before November 15, 2007, provided the entity also elects
to apply the provision of SFAS No. 157, "Fair Value Measurements".  The adoption
of this  statement  is not expected to have a material  effect on the  Company's
financial statements.

In September  2006, the SEC issued Staff  Accounting  Bulletin  ("SAB") No. 108,
"Considering   the  Effects  of  Prior  Year   Misstatements   when  Quantifying
Misstatements  in Current Year Financial  Statements." SAB No. 108 addresses how
the effects of prior year  uncorrected  misstatements  should be considered when
quantifying  misstatements  in current year  financial  statements.  SAB No. 108
requires  companies to quantify  misstatements  using a balance sheet and income
statement   approach  and  to  evaluate   whether  either  approach  results  in
quantifying  an error that is  material  in light of  relevant  quantitative  an
qualitative  factors.  SAB No. 108 is  effective  for fiscal  years ending after
November 15, 2006.  The Company is currently  evaluating  the impact of adopting
SAB No.  108 but does not  expect  that it will  have a  material  effect on its
financial statements.

                                       29
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                             June 30, 2007 and 2006
                            (Stated in U.S. Dollars)


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In September  2006,  the FASB issued SFAS No. 158,  "Employers'  Accounting  for
Defined  Benefit Pension and Other  Postretirement  Plans - an amendment of FASB
Statements No. 87, 88, 106, and 132(R)".  This statement  requires  employers to
recognize  the   overfunded  or   underfunded   status  of  a  defined   benefit
postretirement  plan (other than a multiemployer  plan) as an asset or liability
in its statement of financial  position and to recognize  changes in that funded
status in the year in which the changes occur through  comprehensive income of a
business  entity or  changes  in  unrestricted  net  assets of a  not-for-profit
organization.  This  statement  also  requires an employer to measure the funded
status of a plan as of the date of its year-end statement of financial position,
with  limited  exceptions.  The  provisions  of SFAS No. 158 are  effective  for
employers  with publicly  traded  equity  securities as of the end of the fiscal
year ending  after  December 15,  2006.  The  adoption of this  statement is not
expected to have a material effect on the Company's  future  reported  financial
position or results of operations.

In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements".  The
objective of SFAS 157 is to increase consistency and comparability in fair value
measurements and to expand disclosures about fair value  measurements.  SFAS 157
defines  fair  value,  establishes  a  framework  for  measuring  fair  value in
generally accepted  accounting  principles,  and expands  disclosures about fair
value measurements.  SFAS 157 applies under other accounting pronouncements that
require or permit  fair value  measurements  and does not  require  any new fair
value measurements.  The provisions of SFAS No. 157 are effective for fair value
measurements  made in fiscal  years  beginning  after  November  15,  2007.  The
adoption of this  statement  is not  expected  to have a material  effect on the
Company's future reported financial position or results of operations.

In June 2006,  the  Financial  Accounting  Standards  Board  (FASB)  issued FASB
Interpretation   No.  48,  "Accounting  for  Uncertainty  in  Income  Taxes,  an
interpretation  of FASB Statements No. 109". FIN 48 clarifies the accounting for
uncertainty in income taxes by prescribing a two-step method of first evaluating
whether a tax position has met a more likely than not recognition  threshold and
second,  measuring  that tax position to  determine  the amount of benefit to be
recognized  in  the  financial  statements.  FIN  48  provides  guidance  on the
presentation  of such  positions  within a  classified  statement  of  financial
position as well as on  derecognition,  interest and  penalties,  accounting  in
interim  periods,  disclosure,  and  transition.  FIN 48 is effective for fiscal
years  beginning  after December 15, 2006. The adoption of this statement is not
expected to have a material effect on the Company's  future  reported  financial
position or results of operations.

In March  2006,  the FASB  issued SFAS No. 156,  "Accounting  for  Servicing  of
Financial  Assets,  an  amendment  of FASB  Statement  No. 140,  Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities".
This statement requires all separately recognized servicing assets and servicing
liabilities be initially measured at fair value, if practicable, and permits for
subsequent  measurement using either fair value measurement with changes in fair
value reflected in earnings or the amortization  and impairment  requirements of
Statement No. 140. The subsequent measurement of separately recognized servicing
assets and  servicing  liabilities  at fair value  eliminates  the necessity for
entities  that  manage the risks  inherent  in  servicing  assets and  servicing
liabilities  with  derivatives  to qualify for hedge  accounting  treatment  and
eliminates  the  characterization  of declines in fair value as  impairments  or
direct write-downs.  SFAS No. 156 is effective for an entity's first fiscal year
beginning  after  September  15,  2006.  The  adoption of this  statement is not
expected to have a material effect on the Company's  future  reported  financial
position or results of operations.

                                       30
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                             June 30, 2007 and 2006
                            (Stated in U.S. Dollars)


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In February 2006, the FASB issued SFAS No. 155,  "Accounting  for Certain Hybrid
Financial  Instruments-an  amendment  of FASB  Statements  No. 133 and 140",  to
simplify  and  make  more  consistent  the  accounting  for  certain   financial
instruments.  SFAS No. 155  amends  SFAS No.  133,  "Accounting  for  Derivative
Instruments and Hedging Activities", to permit fair value re-measurement for any
hybrid  financial  instrument  with an embedded  derivative that otherwise would
require  bifurcation,  provided that the whole  instrument is accounted for on a
fair  value  basis.  SFAS No.  155  amends  SFAS No.  140,  "Accounting  for the
Impairment   or  Disposal  of   Long-Lived   Assets",   to  allow  a  qualifying
special-purpose  entity to hold a derivative  financial instrument that pertains
to a beneficial  interest other than another  derivative  financial  instrument.
SFAS No. 155 applies to all financial  instruments  acquired or issued after the
beginning of an entity's first fiscal year that begins after September 15, 2006,
with earlier application allowed. The adoption of this statement is not expected
to have a material effect on the Company's future reported financial position or
results of operations.

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated a net loss of
$58,490 during the period from May 13, 2005  (inception) to June 30, 2007.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the development stage and has
minimal expenses,  management believes that the company's current cash of $5,710
and loans from the director are sufficient to cover the expenses they will incur
during the next twelve months.

Management  plans to raise  additional  funds through debt or equity  offerings.
Management  has yet to decide what type of offering  the Company will use or how
much capital the Company will attempt to raise.  There is no guarantee  that the
Company will be able to raise any capital through any type of offerings.

NOTE 4. WARRANTS AND OPTIONS

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

NOTE 5. RELATED PARTY TRANSACTION

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

Loan from  shareholder  represents a loan from a related  party.  As of June 30,
2007 the loan balance is $19,000.  Currently there are no repayment terms nor is
there interest being charged.

                                       31
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                             June 30, 2007 and 2006
                            (Stated in U.S. Dollars)


NOTE 6. INCOME TAXES

                                       As of June 30, 2007   As of June 30, 2006
                                       -------------------   -------------------
     Deferred tax assets:
     Net operating tax carryforwards          $ 8,774               $ 4,408
     Other                                          0                     0
                                              -------               -------
     Gross deferred tax assets                  8,774                 4,408
     Valuation allowance                       (8,774)               (4,408)
                                              -------               -------

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

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

NOTE 7. NET OPERATING LOSSES

As of June 30, 2007 and 2006, the Company has a net operating loss carryforwards
of  approximately  $58,490  and  $29,385,   respectively.   Net  operating  loss
carryforward expires twenty years from the date the loss was incurred.

NOTE 8. MINERAL PROPERTY

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

A) CASH PAYMENTS

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

B) PROPERTY PAYMENTS AND ASSESSMENT WORK

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

NOTE 9. FOREIGN CURRENCY TRANSLATION

Functional  currency for the Company is in US dollars.  In accordance  with FASB
#52 paragraph 9 the Company will continue to issue their financial statements in
their established  functional  currency unless  significant  changes in economic
facts and  circumstances  indicate  clearly  that the  functional  currency  has
changed.

                                       32
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                             June 30, 2007 and 2006
                            (Stated in U.S. Dollars)


NOTE 10. STOCK TRANSACTIONS

Transactions,  other than  employees'  stock  issuance,  are in accordance  with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs  (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration  received or the fair
value  of  the  equity   instruments   issued,  or  whichever  is  more  readily
determinable.

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

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

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

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

As of June 30, 2007 and 2006 the Company had  1,720,000  shares of common  stock
issued and outstanding.

NOTE 11. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of June 30, 2007:

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

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<PAGE>
ITEM 8 - CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE

None.

ITEM 8A - 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 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 recorded, processed, summarized and reported within the time periods
specified in SEC rules and forms relating to our company, including any
consolidating subsidiaries, and was made known to us by others within those
entities, particularly during the period when this report was being prepared.

Additionally, there were no significant changes in our internal controls or in
other factors that could significantly affect these controls subsequent to the
evaluation date. We have not identified any significant deficiencies or material
weaknesses in our internal controls, and therefore there were no corrective
actions taken.

                                    PART III

ITEM 9 - DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS

The director and officer of Placer Del Mar, whose one year term will expire
05/15/08, or at such a time as his successor(s) shall be elected and qualified
is as follows:

Name & Address               Age   Position    Date First Elected   Term Expires
--------------               ---   --------    ------------------   ------------
Humberto Bravo               63    President,       05/15/05          05/15/08
302 Washington Street #351         Secretary,
San Diego, CA 92103                Director

The foregoing person is a promoter of Placer Del Mar, as that term is defined in
the rules and regulations promulgated under the Securities and Exchange Act of
1933.

Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.

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<PAGE>
The director and officer currently devotes approximately 20 to 25 hours per week
to manage the business affairs of our company. Mr. Bravo has devoted
approximately 500 hours of time in 2005 to the affairs of Placer Del Mar, Ltd.
Mr. Bravo currently has no other significant responsibilities with other
companies. Mr. Bravo does not have any technical credentials related to mineral
exploration, however, Mr. Bravo is an educated professional business manager.
Once revenues have been generated or as deemed necessary by the board of
directors, Mr. Bravo intends to devote full time services to the company.

No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.

No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending. No executive officer or director
of the corporation is the subject of any pending legal proceedings.

RESUME

HUMBERTO BRAVO

WORK HISTORY

1998-2005 - Retired

 BOMUCA, INC.

Administrative Manager - Tijuana, Baja California, Mexico.
1993-1998
Bomuca, Inc. is developer and manufacturer of health and beauty products.

     *    Director of operations.
     *    Management of sales staff.
     *    Management of import/export of natural products.
     *    Created and implemented marketing campaigns.
     *    Created advertising and promotional campaigns.

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<PAGE>
EDUCATION

University of Mexico, Unam, Mexico 1961-1963
Business Major

CODE OF ETHICS

Our board of directors adopted our code of ethical conduct that applies to all
of our employees and directors, including our principal executive officer,
principal financial officer, principal accounting officer or controller, and
persons performing similar functions.

We believe the adoption of our Code of Ethical Conduct is consistent with the
requirements of the Sarbanes-Oxley Act of 2002.

Our Code of Ethical Conduct is designed to deter wrongdoing and to promote:

     *    Honest and ethical  conduct,  including the ethical handling of actual
          or apparent  conflicts of interest  between  personal and professional
          relationships;
     *    Full, fair, accurate,  timely and understandable disclosure in reports
          and  documents  that we file or submit to the  Securities  &  Exchange
          Commission and in other public communications made by us;
     *    Compliance with applicable governmental laws, rules and regulations;
     *    The prompt  internal  reporting  to an  appropriate  person or persons
          identified in the code of  violations of our Code of Ethical  Conduct;
          and
     *    Accountability for adherence to the Code.

ITEM 10 - EXECUTIVE COMPENSATION

Placer Del Mar's current sole executive officer receives no salary, however, he
was paid other compensation as described below. The current Board of Directors
is comprised of only Mr. Bravo.

                           Summary Compensation Table

     Name &                                            All other
     principal                                         Compen-
     position         Year     Salary($)   Bonus($)    sation($)    Total
     --------         ----     ---------   --------    ---------    -----
     H. Bravo         2007       -0-          -0-           -0-         -0-
     President        2006       -0-          -0-       $3,200      $3,200
                      2005       -0-          -0-       $1,500      $1,500

All Other Compensation consists of the following: In the past we have paid Mr.
Bravo $500 per month for management fees and the use of his office space.
Beginning in January 2007, the director has decided to defer the payment of

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<PAGE>
those fees per his agreement with us, as he is now loaning the company up to
$6,000 per month per the terms of his agreement with us for the next twelve
months.

There are no current employment agreements between the company and its executive
officer.

The officer currently devotes 20 to 25 hours a month to manage the affairs of
the company. In the past we have paid Mr. Bravo $500 per month for management
fees and the use of his office space. Beginning in January 2007, the director
decided to defer the payment of those fees as he has agreed to loan up to $6,000
per month per terms of his agreement with us for the next twelve months. The
director and principal officer has agreed to work with no regular salary until
such time as the company receives sufficient revenues necessary to provide an
initial salary to our current officer/director. The officer and board of
directors have the responsibility to determine the timing of remuneration for
key personnel based upon such factors as positive cash flow to include sales,
estimated cash expenditures, accounts receivable, accounts payable, notes
payable, and a cash balance of not less than $10,000 at each month end. When
positive cash flow reaches $10,000 at each month end and appears sustainable the
board of directors will readdress compensation for key personnel and enact a
plan at that time which will benefit the company as a whole. At this time,
management cannot accurately estimate when sufficient revenues will occur to
implement this compensation.

There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees of Placer Del Mar in the event of retirement at
normal retirement date pursuant to any presently existing plan provided or
contributed to by the company or any of its subsidiaries, if any.

                              Director Compensation

      Name &               Fees                       All other
     principal          Earned or                      Compen-
     position          Paid in Cash($)    Bonus($)     sation($)    Total
     --------          ---------------    --------     ---------    -----
       --                   -0-             -0-           -0-        -0-

Mr. Bravo, the company's sole director, is also the sole executive officer, and
all director compensation is fully reflected in our Total Summary Compensation
Table as presented in this filing.

ITEM 11 - SECURITY  OWNERSHIP OF CERTAIN  BENEFICIAL  OWNERS AND  MANAGEMENT AND
          RELATED STOCKHOLDER MATTERS

The following table sets forth information on the ownership of Placer Del Mar's
voting securities by officers, directors and major shareholders as well as those
who own beneficially more than five percent of Placer Del Mar's common stock as
of the date of this filing:

                                       37
<PAGE>
Title Of                Name &                 Amount &              Percent
 Class                 Address              Nature of owner           Owned
 -----                 -------              ---------------           -----

Common       Humberto Bravo                  1,100,000 (a)             64%
             302 Washington Street #351
             San Diego, CA 92103

Total Shares Owned by Officers &
 Directors as a Group                        1,100,000                 64%

----------
(a)  Mr. Bravo received 1,000,000 shares of the company's common stock on May
     20, 2005 for $10,000 or .01 per share. Mr. Bravo received 100,000 shares of
     the company's common stock on May 22, 2006 in exchange for the filing of a
     mineral claim on the company's behalf, the shares were valued at $0.10 or
     $10,000.

ITEM 13 - EXHIBITS

The following exhibits are included with this filing:

     Exhibit
     Number                     Description
     ------                     -----------

      3(i)          Articles of Incorporation*
      3(ii)         Bylaws*
     31             Sec. 302 Certification of CEO/CFO
     32             Sec. 906 Certification of CEO/CFO

----------
* Included in our SB-2 filing under Commission File Number 333-127736.

ITEM 14 - PRINCIPAL ACCOUNTANT FEES AND SERVICES

The total fees charged to the company for audit services, including interim
reviews, were $6,500, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil during the year ended June 30, 2007.

For the year ended June 30, 2006, the total fees charged to the company for
audit services, including interim reviews, were $Nil, for audit-related services
were $Nil, for tax services were $Nil and for other services were $Nil.

                                       38
<PAGE>
                                   SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

October 2, 2007                          Placer Del Mar, Ltd.


                                            /s/ Humberto Bravo
                                            ------------------------------------
                                         By Humberto Bravo, Director, President,
                                            Principal Executive Officer,
                                            Principal Accounting Officer,
                                            Principal Financial Officer

                                       39