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

                                    FORM 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURUTIES EXCHANGE ACT OF 1934

                     For the fiscal year ended June 30, 2008

                        Commission File Number 333-127736

                              Placer Del Mar, Ltd.
             (Exact Name of Registrant as Specified in Its Charter)

           NEVADA                                                72-1600437
(State or Other Jurisdiction of                               (I.R.S. Employer
 Incorporation or Organization)                              Identification No.)

                           302 Washington Street #351
                            San Diego, CA 92103-4221
                    (Address of Principal Executive Offices)

                                 (775) 352-3839
                               (Telephone Number)

            Humberto Bravo
       302 Washington Street #351
       San Diego, CA  92103-4221               (775) 352-3839      (775)581-9006
(Name and Address of Agent for Service)      (Telephone Number)     (Fax Number)

           Securities registered pursuant to Section 12(b) of the Act:
                                      None

           Securities registered pursuant to section 12(g) of the Act:

                          Common Stock, $.001 par value

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act.Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 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. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated Filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [x]
(Do not check if a smaller reporting company)

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

As of June 30, 2008, the registrant had 1,720,000 shares of common stock issued
and outstanding. No market value has been computed based upon the fact that no
active trading market had been established as of June 30, 2008.
<PAGE>
                              PLACER DEL MAR, LTD.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------

                                     Part I

Item 1.  Business                                                            3
Item 1A. Risk Factors                                                       12
Item 2.  Properties                                                         17
Item 3.  Legal Proceedings                                                  17
Item 4.  Submission of Matters to a Vote of Securities Holders              17

Part II

Item 5.  Market for Registrant's Common Equity & Related Stockholder
          Matters                                                           17
Item 7.  Management's Discussion and Analysis of Financial Condition or
          Results of Operations                                             18
Item 8.  Financial Statements                                               22
Item 9.  Changes in and Disagreements with Accountants on Accounting and
          Financial Disclosure                                              32
Item 9A. Controls and Procedures                                            32

Part III

Item 10. Directors and Executive Officers                                   34
Item 11. Executive Compensation                                             36
Item 12. Security Ownership of Certain Beneficial Owners and Management     37
Item 13. Certain Relationships and Related Transactions                     38
Item 14. Principal Accounting Fees and Services                             38

Part IV

Item 15. Exhibits                                                           38

Signatures                                                                  39

                                       2
<PAGE>
                                     PART I

FORWARD-LOOKING STATEMENTS

THIS ANNUAL REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS. ANY
STATEMENTS CONTAINED HEREIN THAT ARE NOT STATEMENTS OF HISTORICAL FACT MAY BE
DEEMED TO BE FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21E OF THE
SECURITIES EXCHANGE ACT. THE WORDS "BELIEVES," "ANTICIPATES," "PLANS," "SEEKS,"
"EXPECTS," "INTENDS" AND SIMILAR EXPRESSIONS IDENTIFY SOME OF THE
FORWARD-LOOKING STATEMENTS. FORWARD-LOOKING STATEMENTS ARE NOT GUARANTEES OF
PERFORMANCE OR FUTURE RESULTS AND INVOLVE RISKS, UNCERTAINTIES AND ASSUMPTIONS.
THE RISK FACTORS DISCUSSED ELSEWHERE IN THIS FORM 10-K COULD ALSO CAUSE ACTUAL
RESULTS TO DIFFER MATERIALLY FROM THOSE INDICATED BY THE COMPANY'S
FORWARD-LOOKING STATEMENTS. PLACER DEL MAR, LTD. UNDERTAKES NO OBLIGATION TO
PUBLICLY UPDATE OR REVISE ANY FORWARD-LOOKING STATEMENTS.

ITEM 1. BUSINESS

Placer Del Mar, Ltd. was incorporated in Nevada on May 13, 2005 for the purpose
of mining and mineral exploration. Placer Del Mar, Ltd. has a mineral rights
revenue sharing agreement with Jorge Alberto Almarez of 157 Calle Federico,
Rosarito B.C. Mexico. 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. We currently are in the first phase of our plan of
operation.

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. Our
president filed a mineral claim with the Mexican government on April 24, 2006 on
behalf of the company.

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
thirty six months to complete. Once Phase One is completed, the company's
geologist has verbally assured us his firm will be ready to conduct geological
and geophysical studies will be conducted on the claim at an estimated cost of
$1,890 per month for a total cost of $17,000. A senior geologist will conduct
the studies at a cost of $450 per month for a total cost of $4,000. The cost for
assays is $450 per month for a total cost of $4,000. Total estimated costs of
$100,000 for Phase One includes $2,000 for a geological study and $70,000 to
$80,000 for ongoing trenching. We believe our current cash balance of $4,687,
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.

If economically viable minerals are discovered in Phase One, we intend to
initiate Phase Two of our plan during the second quarter of 2009. 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

                                       3
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removal costs of $1,000 per month totaling $4,000, labor costs of $5,000 per
month for four months totaling $20,000, and a onetime cost of $25,000 for mining
permits. We have not yet applied for mining permits. We intend to apply for
mining permits upon discovery of economically viable minerals. The estimated
time to complete the application process and obtain permits for mining is thirty
days. Total cost for Phase Two of our program is $159,000. We will require
additional funding in order to proceed with the excavation of any minerals and
any subsequent recommended work on the claim. As of this date we have not
identified a source for this additional funding. If we are not successful in the
discovery of minerals our operations will cease and investors will likely lose
their money.

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 paid in four
quarterly payments of $50 (U.S.). The tariff is paid to the Mexican federal
government. We are current in our payments, the next payment is due in March
2009. 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

                                       4
<PAGE>
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. 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 up to thirty six months to complete.
We anticipate that the Phase One program, including ongoing trenching, will cost
approximately $100,000, 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.

                                       5
<PAGE>
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
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.

                                       6
<PAGE>




               [MAP SHOWING THE SITE LOCATION OF 46.2 SQ. ACRES]




                                       7
<PAGE>




         [MAP SHOWING THE GENERAL SITE IN MEXICO IN RELATION TO THE USA]




                                       8
<PAGE>
ROCK FORMATION AND MINERALIZATION

The area between Sierra de San Felipe and Sierra Las Pietas conforms a wide
valley limited by the mountains of the same name into the denominated Gulf
Extensional Province, which is limited to the west by the Gulf Main Escarpment,
characterized by the steep topographic relief of the Sierra de Juarez and San
Pedro Martir, and by the Gulf of California to the east.

From the geologic-structural point of view this zone lies between two structural
segments, the Valle de San Felipe-Valle Chico segment on the south side and the
accommodation zone of Sierra Las Tinajas-Sierra Pinta.

The south limit, in the San Felipe area, is composed of three main rock types:

     1)   Prebatholitic metamorphic and metasedimentary rocks.
     2)   Plutonic batholitic rocks
     3)   Volcanic and sedimentary post batholitic rocks

The batholitic rocks are composed of granitic non-differentiated, granodiorite,
and quartz diorite rocks, that conform the base over which Cenozoic sediment and
volcanic rocks were deposited.

The northern limit of the area, Sierra Las Pietas, is conformed by volcanic
rocks consisting of basalts, rhyolite, andesite, and tuffs resting over a
metamorphic base, with a folding and faulting pattern indicating the existence
of a synclinal basin.

An important characteristic is the mineralization in these rocks. They are
altered by solution to perlite, geodes, chalcedony, and jasper; and the mineral
alteration has given result to quartz, calcite, galena, malaquite, and native
gold in hematite and limonite between other minerals.

CONCLUSIONS

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.

                                       9
<PAGE>
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
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

                                       10
<PAGE>
government. We are current in our payments. 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.

We plan to achieve all of our business plan goals, however, there is no
guarantee we will be successful in implementing our business plan.

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.

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.

                                       11
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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 make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-K for a small business issuer under the Securities Exchange Act of
1934. We are subject to disclosure filing requirements, including filing Form
10-K annually and Form 10-Q quarterly. In addition, we will file Form 8-K 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.

ITEM 1A.  RISK FACTORS

AN INVESTMENT IN THESE SECURITIES INVOLVES AN EXCEPTIONALLY HIGH DEGREE OF RISK
AND IS EXTREMELY SPECULATIVE IN NATURE. IN ADDITION TO THE OTHER INFORMATION
REGARDING OUR COMPANY CONTAINED IN THIS PROSPECTUS, YOU SHOULD CONSIDER MANY
IMPORTANT FACTORS IN DETERMINING WHETHER TO PURCHASE SHARES. FOLLOWING ARE WHAT
WE BELIEVE ARE ALL OF THE MATERIAL RISKS INVOLVED IF YOU DECIDE TO PURCHASE
SHARES IN THIS OFFERING.

WE ARE AN EXPLORATION STAGE COMPANY IN OUR FIRST PHASE OF OUR EXPLORATION
ACTIVITIES ON OUR CLAIM, WHICH WE ESTIMATE MAY TAKE UP TO THIRTY SIX MONTHS 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.

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<PAGE>
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 there 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
     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

                                       13
<PAGE>
     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.

     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.

                                       14
<PAGE>
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
     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.

                                       15
<PAGE>
     There is presently no demand for our common stock and no public market
     exists for the shares being offered in this prospectus. We have contacted a
     market maker and we are in the process of having our shares quoted on the
     OTC Electronic Bulletin Board (OTCBB). As of the date of this filing, our
     shares are not listed for trading on the 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. 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.

     Our application to have our shares quoted on the OTC Electronic Bulletin
     Board is currently pending. 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.

                                       16
<PAGE>
     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. PROPERTIES

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.

ITEM 3. LEGAL PROCEEDINGS

We are not currently involved in any legal proceedings and we are not aware of
any pending or potential legal actions.

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

There were no matters submitted to a vote of the security holders during the
year ended June 30, 2008.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

No public market currently exists for shares of our common stock. An application
has been filed by a market maker on our behalf to have our common stock listed
for quotation on the Over-the-Counter Bulletin Board.

PENNY STOCK RULES

If we become listed for trading on the OTC Electronic Bulletin Board the trading
in our shares will be regulated by Securities and Exchange Commission Rule 15g-9
which established the definition of a "penny stock."

The Securities and Exchange Commission Rule 15g-9 establishes the definition of
a "penny stock", for the purposes relevant to Placer Del Mar, as any equity
security that has a market price of less than $5.00 per share or with an
exercise price of less than $5.00 per share, subject to certain exceptions. For
any transaction involving a penny stock, unless exempt, the rules require: (a)
that a broker or dealer approve a person's account for transactions in penny
stocks; and (b) the broker or dealer receive from the investor a written

                                       17
<PAGE>
agreement to the transaction, setting forth the identity and quantity of the
penny stock to be purchased. In order to approve a person's account for
transactions in penny stocks, the broker or dealer must (a) obtain financial
information and investment experience objectives of the person; and (b) make a
reasonable determination that the transactions in penny stocks are suitable for
that person and the person has sufficient knowledge and experience in financial
matters to be capable of evaluating the risks of transactions in penny stocks.
The broker or dealer must also deliver, prior to any transaction in a penny
stock, a disclosure schedule prepared by the broker/dealer relating to the penny
stock market, which, in highlight form, (a) sets forth the basis on which the
broker or dealer made the suitability determination; and (b) that the broker or
dealer received a signed, written agreement from the investor prior to the
transaction. Before you trade a penny stock your broker is required to tell you
the offer and the bid on the stock, and the compensation the salesperson and the
firm receive for the trade. The firm must also mail a monthly statement showing
the market value of each penny stock held in your account.

REPORTS

We are subject to certain reporting requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountants,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.

STOCK TRANSFER AGENT

Our stock transfer agent is Island Stock Island Stock Transfer, 100 Second
Avenue South, Suite 300N, St. Petersburg, Florida 33701.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

RESULTS OF OPERATIONS

We are an exploration stage company, have generated no revenues since inception
and have incurred $76,513 in expenses through June 30, 2008.

The following table provides selected financial data about our company for the
year ended June 30, 2008.

                    Balance Sheet Data:           6/30/2008
                    -------------------           ---------

                    Cash                          $  4,687
                    Total assets                  $  4,687
                    Total liabilities             $ 37,000
                    Shareholders' equity          $(32,313)

Our auditors have expressed the opinion that in our current state, there is
substantial doubt about our ability to continue as a going concern.

                                       18
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at June 30, 2008 was $4,687. There was no cash provided by
financing activities for the period ended June 30, 2008. Cash provided by
financing since inception was $10,000 from the sale of shares to our officer and
director and $24,200 resulting from the sale of our common stock to 46
independent investors.

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
$1,000 for the three months ended June 30, 2008 and will continue to loan the
company funds on a month by month basis as needed. The total amount of the loan
now stands at $37,000. In the event our director does not provide such funding
business will likely fail, cease operations, and investors will likely lose
their money.

OFF-BALANCE SHEET ARRANGEMENTS

We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.

BUSINESS OPERATIONS OVERVIEW

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

                                       19
<PAGE>
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.

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 thirty six months. Phase One will consist of geologic surveying,
mapping and analytical assays. We anticipate that Phase One, including ongoing
trenching, will cost approximately $100,000. Phase One cost estimates were
provided to us by 3 GEO Geological Services who prepared the preliminary
geological report respecting the Placer Del Mar claim.

On September 27, 2006 we began Phase One of our exploration program of the
Placer Del Mar claim. Prior to beginning Phase One of our exploration program,
we retained 3 GEO Geological Services, a professional geological firm, to
complete an initial review of the claim and to provide us with a geological
report respecting the claim that included exploration recommendations. For these
services, we paid 3 GEO Geological Services $2,000. Our president filed a
mineral claim with the Mexican government on April 24, 2006 on behalf of the
company.

PHASE ONE

We are continuing Phase One of our exploration program we began on September 27,
2006 on the Placer Del Mar mineral claim. Phase One will require approximately
thirty six months to complete. Once Phase One is completed, the company's
geologist has verbally assured us his firm will be ready to conduct geological
and geophysical studies will be conducted on the claim at an estimated cost of
$1,890 per month for a total cost of $17,000. A senior geologist will conduct
the studies at a cost of $450 per month for a total cost of $4,000. The cost for
assays is $450 per month for a total cost of $4,000. Total estimated costs for
Phase One including the $2,000 a geological study and ongoing trenching is
$100,000. We believe our current cash balance of $4,687, plus loans from our

                                       20
<PAGE>
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 second quarter of 2009. Initial costs
for our Phase Two plan are as follows; mechanical trenching $12,500 per month
for four months for a total cost of $50,000, drilling costs of $12,500 per month
for a total cost of $50,000, fuel costs of $2,500 totaling $10,000, waste
removal costs of $1,000 per month totaling $4,000, labor costs of $5,000 per
month for four months totaling $20,000, and a onetime cost of $25,000 for mining
permits. We have not yet applied for mining permits. We intend to apply for
mining permits upon discovery of economically viable minerals. The estimated
time to complete the application process and obtain permits for mining is thirty
days. Total cost for Phase Two of our program is $159,000. We will require
additional funding in order to proceed with the excavation of any minerals and
any subsequent recommended work on the claim. As of this date we have not
identified a source for this additional funding. We do not expect weather
conditions to substantially impact our plan of operation due to the moderate
climate and favorable weather conditions of Baja California, Mexico. Phase Two
of our exploration is contingent upon the discovery of sufficient mineralization
to continue. If we are not successful in the discovery of minerals our
operations will cease and investors will likely lose their money. 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.

                                       21
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

                           Chang G. Park, CPA, Ph. D.
        * 2667 CAMINO DEL RIO S. SUITE B * SAN DIEGO * CALIFORNIA 92108 *
                 * TELEPHONE (858)722-5953 * FAX (858) 761-0341
                         * 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  sheets of Placer Del Mar,  Ltd. (An
Exploration  Stage  "Company")  as of June 30,  2008  and  2007 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,
2008.  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, 2008 and 2007,  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, 2008 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

August 19, 2008
San Diego, CA. 92108


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

                                       22
<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,
                                                                     2008               2007
                                                                   --------           --------
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $  4,687           $  5,710
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                  4,687              5,710
                                                                   --------           --------

      TOTAL ASSETS                                                 $  4,687           $  5,710
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                 $     --           $  1,000
  Loan from shareholder                                              37,000             19,000
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                            37,000             20,000

      TOTAL LIABILITIES                                              37,000             20,000

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 50,000,000 shares
   authorized; 1,720,000 shares issued and outstanding
   as of June 30, 2008 and June 30, 2007                              1,720              1,720
  Additional paid-in capital                                         42,480             42,480
  Deficit accumulated during exploration stage                      (76,513)           (58,490)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                          (32,313)           (14,290)
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $  4,687           $  5,710
                                                                   ========           ========
</TABLE>


                       See Notes to Financial Statements

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

<TABLE>
<CAPTION>
                                                                             May 13, 2005
                                                                             (Inception)
                                    Year Ended           Year Ended            Through
                                     June 30,             June 30,             June 30,
                                       2008                 2007                 2008
                                    ----------           ----------           ----------
<S>                                 <C>                  <C>                  <C>
REVENUES
  Revenues                          $       --           $       --           $       --
                                    ----------           ----------           ----------
TOTAL REVENUES                              --                   --

OPERATING COSTS
  Administrative expenses               18,023               29,105               76,513
                                    ----------           ----------           ----------
TOTAL OPERATING COSTS                  (18,023)             (29,105)             (76,513)
                                    ----------           ----------           ----------

NET INCOME (LOSS)                   $  (18,023)          $  (29,105)          $  (76,513)
                                    ==========           ==========           ==========

BASIC EARNINGS PER SHARE            $    (0.01)          $    (0.02)
                                    ==========           ==========
WEIGHTED AVERAGE NUMBER OF
 COMMON SHARES OUTSTANDING           1,720,000            1,720,000
                                    ==========           ==========
</TABLE>


                       See Notes to Financial Statements

                                       24
<PAGE>
                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                  Statement of Changes in Stockholders' Equity
               From May 13, 2005 (Inception) through June 30, 2008
                             (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)
                                             ----------      -------       -------       --------      --------

Net Loss June 30, 2008                                                                    (18,023)      (18,023)
                                             ----------      -------       -------       --------      --------

BALANCE, JUNE 30, 2008                        1,720,000      $ 1,720       $42,480       $(76,513)     $(32,313)
                                             ==========      =======       =======       ========      ========
</TABLE>


                       See Notes to Financial Statements

                                       25
<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,
                                                                    2008               2007               2008
                                                                  --------           --------           --------
<S>                                                              <C>                 <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                               $(18,023)          $(29,105)          $(76,513)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Stock issued for services
  Changes in operating assets and liabilities:
     Accounts payable and accrued expenses                          (1,000)                --                 --
                                                                  --------           --------           --------

          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES      (19,023)           (29,105)           (76,513)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan from shareholder                               18,000             19,000             37,000
  Issuance of common stock                                              --                 --              1,720
  Additional paid-in capital                                            --                 --             42,480
                                                                  --------           --------           --------

          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES       18,000             19,000             81,200
                                                                  --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                     (1,023)           (10,105)             4,687

CASH AT BEGINNING OF PERIOD                                          5,710             15,815                 --
                                                                  --------           --------           --------

CASH AT END OF PERIOD                                             $  4,687           $  5,710           $  4,687
                                                                  ========           ========           ========

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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


                       See Notes to Financial Statements

                                       26
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008
                            (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  stage of its business  plan.
The Company is 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

BASIS OF ACCOUNTING

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

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

CASH EQUIVALENTS

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

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.

                                       27
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008
                            (Stated in U.S. Dollars)


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

USE OF ESTIMATES AND ASSUMPTIONS

The preparation of financial  statements in conformity  with generally  accepted
accounting principles requires management to make estimates and assumptions that
affect  the  reported  amounts  of assets  and  liabilities  and  disclosure  of
contingent  assets and  liabilities at the date of the financial  statements and
the  reported  amounts of revenues  and expenses  during the  reporting  period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.

INCOME TAXES

Income taxes are provided in accordance  with 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.

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.

                                       28
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008
                            (Stated in U.S. Dollars)


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

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.

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
$76,513 during the period from May 13, 2005  (inception) to June 30, 2008.  This
condition raises  substantial doubt about the Company's ability to continue as a
going concern.

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,
2008 the loan balance is $37,000.  Currently there are no repayment terms nor is
there interest being charged.

                                       29
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008
                            (Stated in U.S. Dollars)


NOTE 6. INCOME TAXES

                                                           As of June 30, 2008
                                                           -------------------
     Deferred tax assets:
     Net operating tax carryforward                              $ 76,513
     Tax rate                                                          34%
                                                                 --------
     Gross deferred tax assets                                     26,014
     Valuation allowance                                          (26,014)
                                                                 --------

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

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

NOTE 7. NET OPERATING LOSSES

As of June 30,  2008,  the  Company has a net  operating  loss  carryforward  of
$76,513.  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.

                                       30
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2008
                            (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, 2008 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, 2008:

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

                                       31
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

On August 15, 2006, we received the resignation of our principal independent
accountant, Armando C. Ibarra, C.P.A.

Armando C. Ibarra, C.P.A. has served as our principal independent accountant
from inception (May 13, 2005) and the fiscal year June 30, 2005, inclusive
through August 15, 2006.

The principal independent accountant's report issued by Armando C. Ibarra,
C.P.A. for the year ended June 30, 2005 did not contain any adverse opinion or
disclaimer of opinion and it was not modified as to uncertainty, audit scope, or
accounting principles, other than their opinion, based on our lack of operations
and our net losses, there was substantial doubt about our ability to continue as
a going concern. The financial statements did not include any adjustments that
might have resulted from the outcome of that uncertainty.

We are able to report that during the year ended June 30, 2005 through August
15, 2006 there were no disagreements with Armando C. Ibarra, C.P.A., our former
principal independent accountant, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure,
which, if not resolved to Armando C. Ibarra, C.P.A.'s satisfaction, would have
caused it to make reference to the subject matter of the disagreement(s) in
connection with its reports on our consolidated financial statements for such
periods. We have requested that Armando C. Ibarra, C.P.A. furnish us with a
letter addressed to the U.S. Securities and Exchange Commission stating whether
or not it disagrees with the above statements. A copy of such letter is filed
herewith as Exhibit 16.

On August 15, 2006, upon authorization and approval of the Company's Board of
Directors, the Company engaged the services of Chang G. Park, CPA, Ph.D.
("Park") as its independent registered public accounting firm.

No consultations occurred between the Company and Park during the year ended
June 30, 2005 and through August 15, 2006 regarding either: (i) the application
of accounting principles to a specific completed or contemplated transaction,
the type of audit opinion that might be rendered on the Company's financial
statements, or other information provided that was an important factor
considered by the Company in reaching a decision as to an accounting, auditing,
or financial reporting issue, or (ii) any matter that was the subject of
disagreement or a reportable event requiring disclosure under Regulation S-K.

ITEM 9A. CONTROLS AND PROCEDURES

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

Our management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rules 13a-15(f) and
15d-15(f) under the Exchange Act, for the company.

                                       32
<PAGE>
Internal control over financial reporting includes those policies and procedures
that: (1) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of our assets;
(2) provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that our receipts and expenditures are being made
only in accordance with authorizations of its management and directors; and (3)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could have a
material effect on the financial statements.

Management recognizes that there are inherent limitations in the effectiveness
of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial
statement preparation and may not prevent or detect material misstatements. In
addition, effective internal control at a point in time may become ineffective
in future periods because of changes in conditions or due to deterioration in
the degree of compliance with our established policies and procedures.

A material weakness is a significant deficiency, or combination of significant
deficiencies, that results in there being a more than remote likelihood that a
material misstatement of the annual or interim financial statements will not be
prevented or detected.

Under the supervision and with the participation of our Chief Executive Officer
and Chief Financial Officer, management conducted an evaluation of the
effectiveness of our internal control over financial reporting, as of the
Evaluation Date, based on the framework set forth in Internal Control-Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO). Based on its evaluation under this framework, management
concluded that our internal control over financial reporting was not effective
as of the Evaluation Date.

Management assessed the effectiveness of our internal control over financial
reporting as of Evaluation Date and identified the following material
weaknesses:

INSUFFICIENT RESOURCES: We have an inadequate number of personnel with requisite
expertise in the key functional areas of finance and accounting.

INADEQUATE SEGREGATION OF DUTIES: We have an inadequate number of personnel to
properly implement control procedures.

LACK OF AUDIT COMMITTEE & OUTSIDE DIRECTORS ON THE COMPANY'S BOARD OF DIRECTORS:
We do not have a functioning audit committee and we have no outside directors on
the Board of Directors, resulting in ineffective oversight in the establishment
and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and will (1) continue
to use third party specialists to address shortfalls in staffing and to assist
us with accounting and finance responsibilities, (2) increase the frequency of
independent reconciliations of significant accounts which will mitigate the lack
of segregation of duties until there are sufficient personnel and (3) may
consider appointing outside directors and audit committee members in the future.

                                       33
<PAGE>
Management, including our Chief Executive Officer and Chief Financial Officer,
has discussed the material weakness noted above with our independent registered
public accounting firm. Due to the nature of this material weakness, there is a
more than remote likelihood that misstatements which could be material to the
annual or interim financial statements could occur that would not be prevented
or detected.

This Annual Report does not include an attestation report of our registered
public accounting firm regarding internal control over financial reporting.
Management's report was not subject to attestation by the our registered public
accounting firm pursuant to temporary rules of the SEC that permit us to provide
only management's report in this annual report.

CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING

For the period covered by this annual report there were no significant changes
in our internal controls or in other factors that could significantly affect
these controls subsequent to the evaluation date.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS

The director and officer of Placer Del Mar, whose one year term will expire
05/15/09, 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          05/15/09
302 Washington St. #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.

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.

                                       34
<PAGE>
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.

     1.   Director of operations.
     2.   Management of sales staff.
     3.   Management of import/export of natural products.
     4.   Created and implemented marketing campaigns.
     5.   Created advertising and promotional campaigns.

EDUCATION

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

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires our directors and
executive officers, and persons who own more than ten percent of our common
stock, to file with the Securities and Exchange Commission initial reports of
ownership and reports of changes of ownership of our common stock. Officers,
directors and greater than ten percent stockholders are required by SEC
regulation to furnish us with copies of all Section 16(a) forms they file.

                                       35
<PAGE>
We intend to ensure to the best of our ability that all Section 16(a) filing
requirements applicable to our officers, directors and greater than ten percent
beneficial owners are complied with in a timely fashion.

CODE OF ETHICS

We do not currently have a code of ethics. Because of our limited business
operations and having only one officer and director, we believe a code of ethics
would have limited utility. We intend to adopt such a code of ethics as our
business operations expand and we have more directors, officers and employees.

ITEM 11. 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         2008       -0-        -0-           -0-          -0-
     President        2007       -0-        -0-           -0-          -0-
                      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
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.

                                       36
<PAGE>
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
     --------          ---------------    --------     ---------    -----
     H. Bravo               -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 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

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 prospectus:

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.

A total of 1,100,000 shares have been issued to our officer and director and are
restricted securities, as that term is defined in Rule 144 of the Rules and
Regulations of the SEC promulgated under the Act. Under Rule 144, such shares
can be publicly sold, subject to volume restrictions and certain restrictions on
the manner of sale. Any sale of shares held by our officer and director (after
applicable restrictions expire) may have a depressive effect on the price of our
common stock in any market that may develop, of which there can be no assurance.
Our principal shareholder does not have any existing plans to sell his shares.

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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office facilities are provided by Mr. Bravo, an officer
of the corporation. In the past we have paid Mr. Bravo $500 per month for
management fees and the use of his office facilities. Beginning in January 2007,
per a written agreement, the director has decided to defer the payment of those
fees as he has agreed to loan the company up to $6,000 per month per his written
agreement with us.

Mr. Bravo purchased 1,000,000 shares of the company's common stock for $10,000
on May 20, 2005. The stock was valued at $0.01 per share.

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

As of our year end, June 30, 2005, the company owed Mr. Bravo $2,000 for
payments to the geologist that he had made on behalf of the company. The loan
was unsecured and interest free with no specified terms of repayment. In July
2005 the company repaid Mr. Bravo the $2,000. As of September 30, 2006, the loan
was completely paid off.

Our director loaned the company a total of $17,000 for the year ended June 30,
2008 and will continue to loan the company funds on a month by month basis as
needed. The total amount of the loan is $37,000. The loan is unsecured and
interest free with no specified terms of repayment.

Mr. Bravo, our sole officer and director, is the only "promoter" of Placer Del
Mar, as that term is defined in the rules and regulations promulgated under the
Securities and Exchange Act of 1933.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services, including interim
reviews, were $8,000, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil during the year ended June 30, 2008.

For the year ended June 30, 2007, 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.

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

     Exhibit No.                        Description
     -----------                        -----------

        3.1        Articles of Incorporation*
        3.2        Bylaws*
       31.1        Sec. 302 Certification of Chief Executive Officer
       31.2        Sec. 302 Certification of Chief Financial Officer
       32.1        Sec. 906 Certification of Chief Executive Officer and
                   Chief Financial Officer

----------
*    Incorporated by reference and can be found in our original Form SB-2
     Registration Statement, filed under SEC File Number 333-127736, at the SEC
     website at www.sec.gov.

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<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

September 2, 2008        Placer Del Mar, Ltd., Registrant


                             /s/ Humberto Bravo
                             ---------------------------------------------------
                         By: Humberto Bravo
                             (Chief Executive Officer, Chief Financial Officer,
                             Principal Accounting Officer, President, Secretary,
                             Treasurer & Sole Director)


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