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, 2012

                        Commission File Number 000-54118

                              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
            (Name, Address and Telephone Number of Agent for Service)

           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 whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark 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. [X]

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 [ ] No [X]

As of October 8, 2012, 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 October 8, 2012.
<PAGE>
                              PLACER DEL MAR, LTD.
                                TABLE OF CONTENTS

                                                                        Page No.
                                                                        --------
                                     Part I

Item 1.  Business                                                              3
Item 1A. Risk Factors                                                         17
Item 2.  Properties                                                           20
Item 3.  Legal Proceedings                                                    21
Item 4.  Mine Safety Disclosures                                              21

                                     Part II

Item 5.  Market for Registrant's Common Equity & Related Stockholder
         Matters                                                              21
Item 7.  Management's Discussion and Analysis of Financial Condition or
         Results of Operations                                                22
Item 8.  Financial Statements                                                 27
Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure                                                 38
Item 9A. Controls and Procedures                                              38
Item 9B. Other Information                                                    39

                                    Part III

Item 10. Directors and Executive Officers                                     41
Item 11. Executive Compensation                                               43
Item 12. Security Ownership of Certain Beneficial Owners and Management       45
Item 13. Certain Relationships and Related Transactions                       45
Item 14. Principal Accounting Fees and Services                               46

                                     Part IV

Item 15. Exhibits                                                             46

Signatures                                                                    47

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                                     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 to explore a property owned by him for mainly gold,
tungsten, perlite, sulfides, titanium, and silver. 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 7 miles east of
Rosarito, Baja California, Mexico on Avenida Canyon Rosarito, 500 meters east of
Machado Cemetary (Longitude: 32 degrees, 21.15 minutes, 10 seconds North,
Latitude: 118 degrees, 57.27 minutes, 46 seconds West, Elevation: 174 Meters).
The Placer Del Mar mining claim was filed on April 24, 2006 with the Mexican
government. From the dates of June, 6th 2005 through April, 24th 2006, Placer
Del Mar owned an option which granted Placer the right to exercise a mining
claim on the Almarez property. On April 24th 2006 Placer Del Mar exercised its
option according to the terms of the option agreement. The terms of the option
agreement were: $2,000 was paid to Mr. Almarez for the option, and Placer was to
pay Almarez 10% net smelter returns royalty for any mineralization found on the
property. On April 24th, 2006 Placer Del Mar entered into a new agreement with
Almarez, which granted full ownership of the mineral rights located on the
Almarez property to Placer Del Mar subject to a 1 % net smelter returns royalty
reserved in favor of Mr. Almarez for any and all minerals extracted by Placer
from the property. Almarez continues to own the land. Placer Del Mar owns any
possible mineralization on the land or beneath the surface subject to the
royalty for Almarez. The principal executive offices of Placer Del Mar, Ltd. is
located at 302 Washington Street #351, San Diego, CA 92103. The telephone number
is (775) 352-3839.

The Company continues the exploration and trenching activities that began on
September 27, 2006. Further exploration will be required before the Company is
able to determine the economic viability of the property for mainly gold,
tungsten, perlite, sulfides, titanium, and silver.

On December 8, 2010, Placer Del Mar entered into a Mineral Extraction Agreement
with Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of
only Mexican Shellstone-Limestone ("Conchuela") on the property per its rights
as Operator and right to appoint a nominee under the Mineral Rights Revenue
Sharing Agreement dated April 24, 2006 between Placer Del Mar and Mr. Almarez as
amended on December 8, 2010. While Roca Cantera Y Marmol continues its mineral
extraction of Conchuela, we will continue our operations in Phase One exploring

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for mainly gold, tungsten, perlite, sulfides, titanium, and silver. Any revenues
derived from the Conchuela extraction will be used to help pay for our operating
and exploration expenses. At this time we are unable to estimate how much total
revenue will be generated from the Conchuela extraction, however, per our
agreement with Roca Cantera Y Marmol they are to pay us a minimum of $8,000 per
month commencing no later than December 31, 2010. As of June 30, 2012 the
Company has generated $197,927 in revenue from the Conchuela extraction and has
an outstanding receivable balance of $127,927.

Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on
December 8, 2010), Mr. Almarez granted to Placer Del Mar the sole and exclusive
right to establish mineral claims on the Property, recorded as an asset of the
Company with a related liability, subject to a payment of $400,000 by Placer to
Mr. Almarez to be paid in equal payments over sixty (60) months in the amount of
$6,666 beginning no later than June 1, 2011 for the exclusive right to begin
extracting only Conchuela from the Property commencing December 8, 2010. Such
payments shall be lieu of the original 1% Net Smelter Returns royalty originally
reserved in favor of Mr. Almarez in the Mineral Rights Revenue Sharing Agreement
dated April 24, 2006 and relate only to the mining and extraction of Conchuela.
According to a letter from Mr. Almarez dated September 30, 2012, he agreed to
extend the payment due date from April 1, 2012 to December 1, 2012. The monthly
amount of $6,666 will continue to accrue as of April 1, 2012 and if the Company
is able to make payments before December 1, 2012 the Company will do so. If no
payments are made prior to December 1, 2012 the amounts due on that date will be
$133,320. All minerals, other than Conchuela, mined or extracted from the
Property remain subject to the 1% Net Smelter Returns royalty as stated in the
original Mineral Rights Revenue Sharing Agreement dated April 24, 2006. The
total estimated square footage of the Conchuela reserves is not known at this
time. The Company recorded $334,666 as a mineral rights license and amortizes
them for a 30 year option period.

Since inception through June 30, 2012 we received funding of $34,200 through the
sale of common stock. Mr. Bravo, an officer and director, purchased 1,000,000
shares of our common stock at $0.01 per share for cash of $10,000 and he
received 100,000 shares of the Company's common stock valued at $10,000 ($0.10
per share) in exchange for filing a mineral claim on the Company's behalf. We
offered and sold 420,000 common stock shares at $0.01 per share for cash of
$4,200 to 42 non-affiliated private investors. We offered and sold 200,000
common stock shares at $0.10 per share for cash of $20,000 to 4 non-affiliated
private investors.

On July 20, 2007 our Registration Statement on Form SB-2 was declared effective.
On October 3, 2008 FINRA cleared Placer Del Mar for an unpriced quotation on the
OTC Bulletin Board under the symbol PDMT. On May 20, 2009 the Company filed Form
15, Notice of Suspension of Duty to File Reports. On September 15, 2010 the
Company filed a Form 10 Registration Statement with SEC to reinstate the
Company. On December 21, 2010 the Company filed a Registration Statement on Form
S-1 which was declared effective of January 3, 2011.

GENERAL INFORMATION

The Company continues limited exploration and trenching activities that began on
September 27, 2006 exploring for mainly gold, tungsten, perlite, sulfides,
titanium, and silver. 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

                                       4
<PAGE>
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.

From May 2009 through March 2010 Mr. Bravo was unable to provide funds to the
Company while he handled his personal financial affairs. Without his funding, or
other sources of cash, we did not have sufficient funds to continue operations
due to Mr. Bravo's inability to continue to loan the Company funds at that time
and determined it was in the best interests to put our exploration program, that
we began in September 2006, on hold. In April 2010 we reactivated our program
and resumed trenching activities due to Mr. Bravo's improved personal financial
condition and his ability to again provide us with funding. Phase One will
require approximately another twelve months to complete under the current
exploration timetable. Once Phase One is completed, the Company's geologist has
verbally assured us his firm will be ready to conduct geological and geophysical
studies that 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. The 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. Through June 30, 2012 we have spent $58,174 on Phase One
exploration activities, $3,920 spent in the year ended June 30, 2006, $8,054
spent in the year ended June 30, 2007, $2,500 spent in the year ended June 30,
2008, $9,000 spent in the year ended June 30, 2010, $33,192 in the year ended
June 30, 2011 and $1,508 in the current fiscal year. We believe our current cash
balance of $1,089, plus revenues and loans from Mr. Bravo as needed, will be
sufficient to fund completion of Phase One. Mr. Bravo has provided us with a
written agreement to loan the Company sufficient funds to continue the with
business plan, Phase One exploration costs, offering costs, filing fees, and
correspondence with our shareholders in an amount of up to $144,000. Mr. Bravo
has assured us in writing he has sufficient financial resources to provide the
Company with the required capital to complete Phase One.

Mr. Bravo loaned the Company $6,700 during the year ended June 30, 2012. He will
continue to loan the Company funds on a month by month basis, as needed. The
total amount owed Mr. Bravo at June 30, 2012 is $92,500. Per the terms of the
loan, Mr. Bravo agrees to provide funding to Placer Del Mar, Ltd. in the amount
necessary to continue the current Phase One of the business plan. These funds
shall continue through Phase One, or until such time as the Company's geologist
determines that further geological exploration is not warranted. The loan is in
an amount up to $144,000 to allow the Company to continue its exploration
process and pay other operating and filing expenses. All funds provided to
Placer Del Mar by Mr. Bravo are unsecured and he has agreed to forego any
penalties or interest should Placer Del Mar be unable to repay any funds
provided to the Company.

If economically viable minerals are discovered in Phase One, we intend to
initiate Phase Two of our plan during the fourth quarter of 2013. 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

                                       5
<PAGE>
any subsequent recommended work on the claim. If we are not successful in the
discovery of minerals our operations will cease and investors will likely lose
their money.

On December 8, 2010, Placer Del Mar entered into a Mineral Extraction Agreement
with Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of
only Mexican Shellstone-Limestone ("Conchuela") on the property per its rights
as Operator and right to appoint a nominee under the Mineral Rights Revenue
Sharing Agreement dated April 24, 2006 between Placer Del Mar and Mr. Almarez as
amended on December 8, 2010. While Roca Cantera Y Marmol continues its mineral
extraction of Conchuela, we will continue our operations in Phase One exploring
for mainly gold, tungsten, perlite, sulfides, titanium, and silver. Any revenues
derived from the Conchuela extraction will be used to help pay for our operating
and exploration expenses. At this time we are unable to estimate how much total
revenue will be generated from the Conchuela extraction, however, per our
agreement with Roca Cantera Y Marmol they are to pay us a minimum of $8,000 per
month beginning in the fourth quarter of 2010. As of June 30, 2012 we have
generated $197,927 in revenue from the Conchuela extraction.

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 7 miles east of Rosarito, Baja California, Mexico on Avenida Canyon
Rosarito, 500 meters east of Machado Cemetary (Longitude: 32 degrees, 21.15
minutes, 10 seconds North, Latitude: 118 degrees, 57.27 minutes, 46 seconds
West, Elevation: 174 Meters). The claim is located on a paved road accessible by
a 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 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 November
2012. 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 mining plant nor
is there any mining equipment currently located on the property other than the
equipment being used for the Conchuela extraction. Electric power and water are
available on the property.

CURRENT STATE OF EXPLORATION ON THE PROPERTY

Currently our proposed program is exploratory in nature. We are still in Phase
One of our exploration program looking for mainly gold, tungsten, perlite,
sulfides, titanium, and silver, consisting of geologic surveying, mapping,

                                       6
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analytical assays and trenching. The future cost of exploration work on the
property is disclosed in detail in the Plan of Operation section of this annual.

On December 8, 2010 we entered into a Mineral Extraction Agreement with Roca
Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on the property. Payments to Placer
for the extraction of Conchuela will commence no later than December 31, 2010
for the exclusive right to begin extracting only Conchuela from the Property
commencing December 8, 2010. The term of this Mineral Extraction Rights
Agreement is for a period of five years, renewable upon the anniversary date of
the agreement for an additional 25 year period at the sole discretion of Placer
del Mar for a one-time payment of $55,000.

Under the terms of the agreement Roca Cantera Y Marmol, Canteras Acabados Finos
will pay Placer del Mar $0.88 per square foot for all Conchuela extracted from
the Property commencing with extraction activities beginning on December 8,
2010. The first section consists of one acre with a surface area of 43,560
square feet and is one of 46.2 acres included in this Agreement. Payments shall
be calculated on the total number of square feet extracted each month from the
Property and due and payable to us within thirty days, with a minimum monthly
payment of $8,000.

TOTAL COST OF OUR PROPERTY TO DATE AND PLANNED FUTURE COSTS

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

From May 2009 through March 2010 Mr. Bravo was unable to provide funds to the
company while he handled his personal financial affairs. Without his funding, or
other sources of cash, we did not have sufficient funds to continue operations
and determined it was in our best interests to put our exploration program, that
we began in September 2006, on hold. In April 2010 we reactivated our program
and resumed trenching activities due to Mr. Bravo's improved personal financial
condition and his ability to again provide us with funding. Phase One will
require approximately another twelve months to complete under the current
exploration timetable. Once Phase One is completed, the Company's geologist has
verbally assured us his firm will be ready to conduct geological and geophysical

                                       7
<PAGE>
studies that 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. The 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. Through June 30, 2012 we have spent $58,174 on Phase One
exploration activities, $3,920 spent in the year ended June 30, 2006, $8,054
spent in the year ended June 30, 2007, $2,500 spent in the year ended June 30,
2008, $9,000 spent in the year ended June 30, 2010, $33,192 in the year ended
June 30, 2011 and $1,508 in the current fiscal year. We believe our current cash
balance of $1,089, plus revenues and loans from Mr. Bravo as needed, will be
sufficient to fund completion of Phase One. Mr. Bravo has provided us with a
written agreement to loan the Company sufficient funds to continue the with
business plan, Phase One exploration costs, offering costs, filing fees, and
correspondence with our shareholders in an amount of up to $144,000.

Mr. Bravo has assured us in writing that he has sufficient financial resources
to provide the company with the required capital to complete Phase One. From
April 2010 to June 30, 2012 Mr. Bravo has loaned the company $92,500, leaving up
to $51,500 available to the Company. In the event Mr. Bravo does not provide
such funding the 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. In April 2010 when the exploration program was reactivated we
verbally confirmed with 3 Geo Geological Services that the costs previously
quoted were still valid and they resumed exploration at the previously quoted
rates. Results gained from the program intend to lead to a better understanding
of the location of, and controls of, any potential mineralization. We have begun
Phase One of our business plan exploration program on the Placer Del Mar claim
and have not discovered any minerals.

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 during Phase One of our program, then we will proceed to
Phase Two of our plan. The board of directors will decide if the company should
proceed to Phase Two of our program. 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
we intend to use during Phase Two are: more extensive trenching, more advanced
geophysical study of the claim, and possible diamond drilling of sample holes
within our claim.

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

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extensive exploration, including drilling and excavation. 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 these procedures are only warranted when the geologist recommends it
due to the high costs. 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 depths 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 the 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.

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




                                       10
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         [MAP SHOWING THE GENERAL SITE IN MEXICO IN RELATION TO THE USA]





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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 trenching and exploration is needed to examine
specific sites on the property with the highest potential.

MINERAL EXTRACTION AGREEMENT FOR CONCHUELA

On December 8, 2010 we entered into a Mineral Extraction Agreement with Roca
Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on the property. Payments to Placer
for the extraction of Conchuela will commence no later than December 31, 2010
for the exclusive right to begin extracting only Conchuela from the Property
commencing December 8, 2010, with a minimum monthly payment of $8,000. The term
of this Mineral Extraction Rights Agreement is for a period of five years,
renewable upon the anniversary date of the agreement for an additional 25 year
period at the sole discretion of Placer del Mar for a one-time payment of
$55,000.

Under the terms of the Mineral Extraction Agreement Roca Cantera Y Marmol,
Canteras Acabados Finos will pay Placer del Mar $0.88 per square foot for all
Conchuela extracted from the Property commencing with extraction activities

                                       12
<PAGE>
beginning on December 8, 2010. The first section consists of one acre with a
surface area of 43,560 square feet and is one of 46.2 acres included in this
Agreement. Payments shall be calculated on the total number of square feet
extracted each month from the Property and due and payable to us within thirty
days. While Roca Cantera Y Marmol continues its mineral extraction of Conchuela,
we will continue our operations in Phase One exploring for mainly gold,
tungsten, perlite, sulfides, titanium, and silver. Any revenues derived from the
Conchuela extraction will be used to help pay for our operating and exploration
expenses. At this time we are unable to estimate how much total revenue will be
generated from the Conchuela extraction, however, per our agreement with Roca
Cantera Y Marmol they are to pay us a minimum of $8,000 per month commencing no
later than December 31, 2010.

Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on
December 8, 2010), Mr. Almarez granted to Placer Del Mar the sole and exclusive
right to establish mineral claims on the Property, recorded as an asset of the
company with a related liability, subject to a payment of $400,000 by Placer to
Mr. Almarez to be paid in equal payments over sixty (60) months in the amount of
$6,666 beginning no later than June 1, 2011 for the exclusive right to begin
extracting only Conchuela from the Property commencing December 8, 2010. Such
payments shall be lieu of the original 1% Net Smelter Returns royalty originally
reserved in favor of Mr. Almarez in the Mineral Rights Revenue Sharing Agreement
dated April 24, 2006 and relate only to the mining and extraction of Conchuela.
According to a letter from Mr. Almarez dated September 30, 2012, he agreed to
extend the payment due date from April 1, 2012 to December 1, 2012. The monthly
amount of $6,666 will continue to accrue as of April 1, 2012 and if the Company
is able to make payments before December 1, 2012 the Company will do so. If no
payments are made prior to December 1, 2012 the amounts due on that date will be
$133,320. All minerals, other than Conchuela, mined or extracted from the
Property remain subject to the 1% Net Smelter Returns royalty as stated in the
original Mineral Rights Revenue Sharing Agreement dated April 24, 2006.

COMPETITION AND COMPETITIVE POSITION

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

BANKRUPTCY OR SIMILAR PROCEEDINGS

There has been no bankruptcy, receivership or similar proceedings.

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

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

                                       13
<PAGE>
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
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.

                                       14
<PAGE>
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.

On December 8, 2010 we entered into a Mineral Extraction Agreement with Roca
Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on the property. Payments to Placer
for the extraction of Conchuela will commence no later than December 31, 2010
for the exclusive right to begin extracting only Conchuela from the Property
commencing December 8, 2010. The term of this Mineral Extraction Rights
Agreement is for a period of five years, renewable upon the anniversary date of
the agreement for an additional 25 year period at the sole discretion of Placer
del Mar for a one-time payment of $55,000.

Under the terms of the agreement Roca Cantera Y Marmol, Canteras Acabados Finos
Roca Cantera Y Marmol, Canteras Acabados Finos will pay Placer del Mar $0.88 per
square foot for all Conchuela extracted from the Property commencing with
extraction activities beginning on December 8, 2010. The first section consists
of one acre with a surface area of 43,560 square feet and is one of 46.2 acres
included in this Agreement. Payments shall be calculated on the total number of

                                       15
<PAGE>
square feet extracted each month from the Property and due and payable to us
within thirty days. While Roca Cantera Y Marmol continues its mineral extraction
of Conchuela, we will continue our operations in Phase One exploring for mainly
gold, tungsten, perlite, sulfides, titanium, and silver. Any revenues derived
from the Conchuela extraction will be used to help pay for our operating and
exploration expenses. At this time we are unable to estimate how much total
revenue will be generated from the Conchuela extraction, however, per our
agreement with Roca Cantera Y Marmol they are to pay us a minimum of $8,000 per
month commencing no later than December 31, 2010.

Under the terms of the new agreement, Mr. Almarez granted to Placer the sole and
exclusive right to establish mineral claims on the Property, recorded as an
asset of the company with a related liability, subject to a payment of $400,000
by Placer to Mr. Almarez to be paid in equal payments over sixty (60) months in
the amount of $6,666 beginning no later than June 1, 2011 for the exclusive
right to begin extracting only Conchuela from the Property commencing December
8, 2010. Such payments shall be lieu of the original 1% Net Smelter Returns
royalty originally reserved in favor of Mr. Almarez in the Mineral Rights
Revenue Sharing Agreement dated April 24, 2006 and relate only to the mining and
extraction of Conchuela. According to a letter from Mr. Almarez dated September
30, 2012, he agreed to extend the payment due date from April 1, 2012 to
December 1, 2012. The monthly amount of $6,666 will continue to accrue as of
April 1, 2012 and if the Company is able to make payments before December 1,
2012 the Company will do so. If no payments are made prior to December 1, 2012
the amounts due on that date will be $133,320. All minerals, other than
Conchuela, mined or extracted from the Property remain subject to the 1% Net
Smelter Returns royalty as stated in the original Mineral Rights Revenue Sharing
Agreement dated April 24, 2006.

NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES

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

RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS

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

NUMBER OF EMPLOYEES

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

REPORTS TO SECURITIES HOLDERS

We provide an annual report that includes audited financial information to our
shareholders. We 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

                                       16
<PAGE>
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 ANOTHER TWELVE MONTHS
TO COMPLETE UNDER THE CURRENT EXPLORATION TIMETABLE. 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 the property, successfully extract them and
     generate revenues, while reducing exploration costs. We expect to incur
     significant operating losses in future periods as we incur significant
     expenses associated with research, assessment and exploration of our
     mineral property. We cannot guarantee that we will be successful in
     realizing revenues or achieving or sustaining positive cash flow and if we
     are unsuccessful in addressing these risks, our business will most likely
     fail.

WE ARE INVOLVED IN THE FIRST PHASE OF OUR EXPLORATION ACTIVITIES BY HAVING
ONGOING TRENCHING DONE UNDER THE SUPERVISION OF 3 GEO GEOLOGICAL SERVICES,
HOWEVER, THERE IS THE RISK THAT THE 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, mainly gold, tungsten, perlite, sulfides,
     titanium, and silver may be found on the 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.

                                       17
<PAGE>
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 A DIRECTOR OF THE COMPANY, CURRENTLY DEVOTES
APPROXIMATELY 20 - 25 HOURS PER WEEK TO COMPANY MATTERS. THE COMPANY'S NEEDS
COULD EXCEED THE AMOUNT OF TIME OR LEVEL OF EXPERIENCE HE MAY HAVE. THIS COULD
RESULT IN HIS INABILITY TO PROPERLY MANAGE COMPANY AFFAIRS, RESULTING IN OUR
REMAINING A START-UP COMPANY WITH NO REVENUES OR PROFITS.

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

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

                                       18
<PAGE>
     exploration plans, if we proceed to commence drilling operations on the
     Placer Del Mar claim, we will incur modest regulatory compliance costs. In
     addition, the legal and regulatory environment that pertains to the
     exploration of ore is uncertain and may change. Uncertainty and new
     regulations could increase our costs of doing business and prevent us from
     exploring for ore deposits. The growth of demand for ore may also be
     significantly slowed. This could delay growth in potential demand for and
     limit our ability to generate revenues. In addition to new laws and
     regulations being adopted, existing laws may be applied to mining that have
     not as yet been applied. These new laws may increase our cost of doing
     business with the result that our financial condition and operating results
     may be harmed.

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

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

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

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

                                       19
<PAGE>
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 3 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.

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.

     In order for us to remain in compliance with SEC reporting requirements 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.

MR. BRAVO 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.

     Though our officer is subject to the restrictions of Rule 144 under the
     Securities Act of 1933, due to the controlling amount of his share
     ownership in our company, if he 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.

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

     Due to the controlling amount of his share ownership in our company, Mr.
     Bravo 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.

                                       20
<PAGE>
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. MINING SAFETY DISCLOSURES

None.

                                     PART II

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock currently trades on the Over-the-Counter Bulletin Board with
the symbol PDMT. There has been no active trading of our securities during the
year ended June 30, 2012.

PENNY STOCK RULES

The trading in our shares is 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
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 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 smaller reporting company under the Securities Exchange Act
of 1934. We are subject to disclosure filing requirements, including filing Form

                                       21
<PAGE>
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.

STOCK TRANSFER AGENT

Our stock transfer agent is VStock Transfer, LLC, 77 Spruce Street, Suite 201,
Cedarhurst, New York 11516.

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

RESULTS OF OPERATIONS

The Company continues to conduct exploration and trenching activities that began
on September 27, 2006. We have generated $197,927 in revenues and have incurred
$319,204 in expenses from ongoing operations since inception through June 30,
2012, resulting in a net loss of $121,276.

The following table provides selected financial data about our Company for the
period ended June 30, 2012.

                    Balance Sheet Data:           6/30/2012
                    -------------------           ---------
                    Cash                          $   1,089
                    Total assets                  $ 446,019
                    Total liabilities             $ 523,095
                    Shareholders' equity          $ (77,076)

During the years ended June 30, 2012 and 2011 we generated $14,646 and $183,281
in revenues, respectively. During the year ended June 30, 2012 we incurred
$90,850 in general and administrative expenses, $20,700 in interest expense,
$1,508 in exploration expense and $11,156 in the amortization of the mineral
rights license. During the year ended June 30, 2011 we incurred $31,591 in
general and administrative expenses, $11,891 in interest expense, $33,192 in
exploration expense and $6,507 in the amortization of the mineral rights
license. The decrease in revenue and expenses from 2012 to 2011 was due to a
slow down of the extraction of Conchuela from the property.

                                       22
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at June 30, 2012 was $1,089 with $127,927 in accounts
receivable. There was no cash provided by financing activities for the year
ended June 30, 2012. Cash provided by financing since inception was $10,000 from
the sale of shares to our officer and $24,200 resulting from the sale of our
common stock to 46 independent investors.

We believe our existing cash balance, revenue from the Conchuela extraction and
any funds loaned from Mr. Bravo will be sufficient to fund our operations for
the next twelve months during our exploration stage. Through June 30, 2012 we
have spent $58,174 on exploration activities. In addition to our existing cash,
Mr. Bravo 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 a total of $144,000. From April 2010 to June 30, 2012 Mr.
Bravo loaned the company $92,500, leaving up to $51,500. No amount of funds,
loaned to the Company by Mr. Bravo, has been repaid as of the date of this
filing.

In the event we are unable to continue to generate revenue from the Conchuela
extraction and Mr. Bravo does not provide the funding as discussed above, our
business will likely fail, we may 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.

                                       23
<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, mainly gold, tungsten, perlite, sulfides, titanium, and
silver. Our success depends on achieving that goal. There is the likelihood of
our mineral claim containing little or no economic mineralization or reserves of
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 Phase One
then its operations will cease, the business will fail, and investors will
likely lose their money.

From May 2009 through March 2010 Mr. Bravo was unable to provide funds to the
company while he handled his personal financial affairs. Without his funding, or
other sources of cash, we did not have sufficient funds to continue operations
and determined it was in our best interests to put our exploration program,
which we began in September 2006, on hold. Mr. Bravo has assured us in writing
he has sufficient financial resources to provide the company with the required
capital to complete Phase One. In April 2010 we reactivated our program and have
commenced trenching activities. We believe we will be able to complete Phase One
of exploration on the Placer Del Mar claim within the next twelve months under
the current exploration timetable. 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. Through June 30, 2012 we
have spent $58,174 on Phase One exploration activities, $3,920 spent in the year
ended June 30, 2006, $8,054 spent in the year ended June 30, 2007, $2,500 spent
in the year ended June 30, 2008, $9,000 spent in the year ended June 30, 2010,
$33,192 in the year ended June 30, 2011 and $1,508 in the current fiscal year.

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 exploring for mainly gold, tungsten,

                                       24
<PAGE>
perlite, sulfides, titanium, and silver. Phase One will require approximately
another twelve months to complete based on the current exploration timetable.
Once the current trenching program is completed, 3 Geo Geological Services has
verbally assured us their 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. These cost estimates were verbally confirmed in April 2010. We believe
our current cash balance, plus revenue and loans from Mr. Bravo, will be
sufficient to fund completion of Phase One. Mr. Bravo 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 $144,000.

PHASE TWO

If economically viable minerals are discovered in Phase One, we intend to
initiate Phase Two of our plan during the fourth quarter of 2013. 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.

MINERAL EXTRACTION AGREEMENT FOR CONCHUELA

On December 8, 2010 we entered into a Mineral Extraction Agreement with Roca
Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone ("Conchuela") on the property. Payments to Placer
for the extraction of Conchuela will commence no later than December 31, 2010
for the exclusive right to begin extracting only Conchuela from the Property
commencing December 8, 2010. The term of this Mineral Extraction Rights
Agreement is for a period of five years, renewable upon the anniversary date of
the agreement for an additional 25 year period at the sole discretion of Placer
del Mar for a one-time payment of $55,000. While Roca Cantera Y Marmol continues
its mineral extraction of Conchuela, we will continue our operations in Phase
One exploring for mainly gold, tungsten, perlite, sulfides, titanium, and
silver. Any revenues derived from the Conchuela extraction will be used to help
pay for our operating and exploration expenses. At this time we are unable to
estimate how much revenue will be generated from the Conchuela extraction.

                                       25
<PAGE>
Under the terms of the Mineral Extraction Agreement Roca Cantera Y Marmol,
Canteras Acabados Finos will pay Placer del Mar $0.88 per square foot, for all
Conchuela extracted from the Property commencing with extraction activities
beginning on December 8, 2010. The first section consists of one acre with a
surface area of 43,560 square feet and is one of 46.2 acres included in this
Agreement. Payments shall be calculated on the total number of square feet
extracted each month from the Property and due and payable to us within thirty
days, with a minimum payment per month of $8,000.

Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on
December 8, 2010), Mr. Almarez granted to Placer Del Mar the sole and exclusive
right to establish mineral claims on the Property, recorded as an asset of the
company with a related liability, subject to a payment of $400,000 by Placer to
Mr. Almarez to be paid in equal payments over sixty (60) months in the amount of
$6,666 beginning no later than June 1, 2011 for the exclusive right to begin
extracting only Conchuela from the Property commencing December 8, 2010. Such
payments shall be lieu of the original 1% Net Smelter Returns royalty originally
reserved in favor of Mr. Almarez in the Mineral Rights Revenue Sharing Agreement
dated April 24, 2006 and relate only to the mining and extraction of Conchuela.
According to a letter from Mr. Almarez dated September 30, 2012, he agreed to
extend the payment due date from April 1, 2012 to December 1, 2012. The monthly
amount of $6,666 will continue to accrue as of April 1, 2012 and if the Company
is able to make payments before December 1, 2012 the Company will do so. If no
payments are made prior to December 1, 2012 the amounts due on that date will be
$133,320. All minerals, other than Conchuela, mined or extracted from the
Property remain subject to the 1% Net Smelter Returns royalty as stated in the
original Mineral Rights Revenue Sharing Agreement dated April 24, 2006.

GOING CONCERN

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 3 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.

                                       26
<PAGE>
ITEM 8. FINANCIAL STATEMENTS

                               GEORGE STEWART, CPA
                              316 17TH AVENUE SOUTH
                            SEATTLE, WASHINGTON 98144
                        (206) 328-8554 FAX(206) 328-0383

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
Placer Del Mar LTD.

I have audited the accompanying balance sheets of Placer Del Mar LTD. (A
Development Stage Company) as of June 30, 2012 and 2011, and the related
statements of operations, stockholders' equity and cash flows for the years
ended June 30, 2012 and 2011 and for the period from May 13, 2005 (inception),
to June 30, 2012. These financial statements are the responsibility of the
Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.

I conducted my audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that I 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. I believe that my audit provides a reasonable
basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Placer Del Mar LTD., (A Development
Stage Company) as of June 30, 2012 and 2011, and the results of its operations
and cash flows for the years ended June 30, 2012 and 2011 and the period from
May 13, 2005 (inception), to June 30, 2012 in conformity with generally accepted
accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note # 3 to the financial
statements, the Company has had no operations and has no established source of
revenue. This raises substantial doubt about its ability to continue as a going
concern. Management's plan in regard to these matters is also described in Note
# 3. The financial statements do not include any adjustments that might result
from the outcome of this uncertainty.


/s/ George Stewart
----------------------------
George Stewart
Seattle, Washington
October 5, 2012

                                       27
<PAGE>
                               PLACER DEL MAR,LTD.
                         (An Exploration Stage Company)
                                 Balance Sheets
                             (Stated in U.S.Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                  Year Ended           Year Ended
                                                                                 June 30, 2012        June 30, 2011
                                                                                 -------------        -------------
<S>                                                                                <C>                  <C>
                                     ASSETS

CURRENT ASSETS
  Cash and cash equivalents                                                        $    1,089           $    6,500
  Accounts Receivable                                                                 127,927              146,281
                                                                                   ----------           ----------
      TOTAL CURRENT ASSETS                                                            129,016              152,781
                                                                                   ----------           ----------
OTHER ASSETS
  Mineral Rights License, net                                                         317,003              328,159
                                                                                   ----------           ----------
      TOTAL OTHER ASSETS                                                              317,003              328,159
                                                                                   ----------           ----------

      TOTAL ASSETS                                                                 $  446,019           $  480,940
                                                                                   ==========           ==========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                                 $   63,339           $   16,092
  Loan from shareholder                                                                92,500               85,800
  Current portion of mineral rights liabilities, net discount                         153,371               67,931
                                                                                   ----------           ----------
      TOTAL CURRENT LIABILITIES                                                       309,210              169,823
                                                                                   ----------           ----------
LONG TERM LIABILITIES
  Mineral Rights Liability, net discount of $19,465                                   213,885              278,625
                                                                                   ----------           ----------
      TOTAL LONG TERM LIABILITIES                                                     213,885              278,625
                                                                                   ----------           ----------
      TOTAL LIABILITIES                                                               523,095              448,448
                                                                                   ----------           ----------
STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 50,000,000 shares Common stock,
   ($0.001 par value, 75,000,000 shares authorized; 1,720,000 shares
   issued and outstanding at June 30, 2012 and June 30, 2011 respectively               1,720                1,720
  Additional paid-in capital                                                           42,480               42,480
  Deficit accumulated during exploration stage                                       (121,276)             (11,708)
                                                                                   ----------           ----------
      TOTAL STOCKHOLDERS' EQUITY                                                      (77,076)              32,492
                                                                                   ----------           ----------

      TOTAL LIABILITITES AND STOCKHOLDERS' EQUITY                                  $  446,019           $  480,940
                                                                                   ==========           ==========
</TABLE>


                       See Notes to Financial Statements

                                       28
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                            Statements of Operations
                             (Stated in U.S.Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                        Inception
                                                                                                       May 13, 2005
                                                               Year Ended          Year Ended             through
                                                              June 30, 2012       June 30, 2011        June 30, 2012
                                                              ------------         ------------         ------------
<S>                                                           <C>                  <C>                  <C>
REVENUES
  Revenues                                                    $     14,646         $    183,281         $    197,927
                                                              ------------         ------------         ------------
TOTAL REVENUES                                                      14,646              183,281              197,927
                                                              ------------         ------------         ------------
OPERATING COSTS
  Exploration expense                                                1,508               33,192               58,174
  Amortization of mineral rights license                            11,156                6,507               17,663
  Administrative expenses                                           90,850               31,591              210,777
                                                              ------------         ------------         ------------
TOTAL OPERATING COSTS                                              103,514               71,290              286,614

OTHER EXPENSE
  Interest expense                                                  20,700              (11,891)              32,590
                                                              ------------         ------------         ------------
TOTAL OTHER EXPENSE                                                 20,700              (11,891)              32,590
                                                              ------------         ------------         ------------

NET INCOME (LOSS)                                             $   (109,568)        $    100,100         $   (121,276)
                                                              ============         ============         ============

BASIC AND DILUTED EARNINGS (LOSS) PER SHARE                   $      (0.06)        $       0.06
                                                              ============         ============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING             1,720,000            1,720,000
                                                              ============         ============
</TABLE>


                        See Notes to Financial Statements

                                       29
<PAGE>
                              PLACER DEL MAR LTD.
                         (An Exploration Stage Company)
                       Statements of Stockholder's Equity
                            (Stated in U.S.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)
                                              -----------     ---------     ---------     ---------     ---------
Net Loss June 30, 2009                                                                      (24,649)      (24,649)
                                              -----------     ---------     ---------     ---------     ---------
BALANCE, JUNE 30, 2009                          1,720,000         1,720        42,480      (101,162)      (56,962)
                                              -----------     ---------     ---------     ---------     ---------
Net Loss June 30, 2010                                                                      (10,646)      (10,646)
                                              -----------     ---------     ---------     ---------     ---------
BALANCE, JUNE 30, 2010                          1,720,000         1,720        42,480      (111,808)      (67,608)
                                              -----------     ---------     ---------     ---------     ---------
Net Profit June 30, 2011                                                                    100,100       100,100
                                              -----------     ---------     ---------     ---------     ---------
BALANCE, JUNE 30, 2011                          1,720,000         1,720        42,480       (11,708)       32,492
                                              -----------     ---------     ---------     ---------     ---------
Net loss June 30, 2012                                                                     (109,568)     (109,568)
                                              -----------     ---------     ---------     ---------     ---------

BALANCE JUNE 30, 2012                           1,720,000     $   1,720     $  42,480     $(121,276)    $ (77,076)
                                              ===========     =========     =========     =========     =========
</TABLE>


                        See Notes to Financial Statements

                                       30
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                            Statements of Cash Flows
                             (Stated in U.S.Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                  Inception
                                                                                                                 May 13, 2005
                                                                       Year Ended           Year Ended             Through
                                                                      June 30, 2012        June 30, 2011         June 30, 2012
                                                                        ----------           ----------           ----------
<S>                                                                     <C>                  <C>                  <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income(loss)                                                      $ (109,568)          $  100,100           $ (121,276)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
     Discount of long term liabilities                                      20,700               11,891               32,590
     Amortization of mineral rights license                                 11,156                6,507               17,663
  Changes in operating assets and liabilities:
     Accounts receivable                                                    18,354             (146,281)            (127,927)
     Accounts payable and accrued expenses                                  47,247                6,491               63,339
                                                                        ----------           ----------           ----------
           NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES             (12,111)             (21,292)            (135,611)
                                                                        ----------           ----------           ----------

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan from shareholder                                        6,700               26,500               92,500
  Issuance of common stock                                                      --                   --               44,200
                                                                        ----------           ----------           ----------
           NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES               6,700               26,500              136,700
                                                                        ----------           ----------           ----------

NET INCREASE (DECREASE) IN CASH                                             (5,411)               5,208                1,089
CASH AT BEGINNING OF PERIOD                                                  6,500                1,292                   --
                                                                        ----------           ----------           ----------

CASH AT END OF PERIOD                                                   $    1,089           $    6,500           $    1,089
                                                                        ==========           ==========           ==========
NON-CASH INVESTING AND FINANCIAL ACTIVITIES
  Increase in mining rights license and long-term liabilities              317,003              334,666              317,003

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
  Interest                                                              $       --           $       --           $       --
                                                                        ==========           ==========           ==========
  Income Taxes                                                          $       --           $       --           $       --
                                                                        ==========           ==========           ==========
</TABLE>


                       See Notes to Financial Statements

                                       31
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2012
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

Placer Del Mar, Ltd. (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 Financial  Accounting Standards Board ("FASB") Accounting
Standards  Codification  ("ASC") 918,  DEVELOPMENT  STAGE ENTITIES.  The Company
obtained a mineral  rights  option  agreement  on June 3, 2005.  The Company has
ongoing exploration activities on the property and is considered to be a Smaller
Reporting Company for U.S.  Securities and Exchange  Commission filing purposes.
Management  believes that based upon the definition of a Shell Company set forth
in Footnote 172 to Amended Rule 144, the Company is not a Shell Company  because
they have a limited operating  history,  were a start-up  company,  and as such,
does not have "no or nominal operations.  Specifically,  the Company's inception
date was May, 13th 2005.  The Company began  operations in September of 2006 and
has had  ongoing  operations  and has spent  $286,614 to date on  operations  to
confirm viable minerals within the claim.  These funds have been expensed due to
PCAOB and GAAP rules.  The Company  will  continue  to  dedicate  funds  through
ongoing trenching seeking to identify and exploit any minerals within the mining
claim  asset.  Further the Company  paid an upfront fee of $2,000 for the Placer
Del Mar  claim,  and  retain  99% of the net  smelter  returns  from any  viable
minerals  within the claim.  It is subject to a net smelter  return of 1% to Mr.
Almarez.

On December 8, 2010 the Company entered into a Mineral Extraction Agreement with
Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican Shellstone-Limestone  ("Conchuela") on the property. As of June 30, 2012
the Company had reported revenue of $197,927 from the Conchuela extraction.

The Company is engaged in the  exploration of mineral  properties with a view to
exploit any mineral deposits they discover that demonstrate  economic viability.
The Company will continue our operations in Phase One exploring for mainly gold,
tungsten,  perlite,  sulfides,  titanium, and silver while Roca Cantera Y Marmol
continues its mineral extraction of Conchuela.

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

The Company  computes net income  (loss) per share in  accordance  with ASC 260,
EARNINGS  PER  SHARE.  ASC  260  specifies  the  computation,  presentation  and
disclosure requirements for earnings (loss) per share for entities with publicly
held common stock.  The Company has adopted the  provisions of ASC 260 effective
May 13, 2005 (inception).

Basic net  earnings  (loss) per share  amounts are  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.

                                       32
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2012
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

MINERAL PROPERTY COSTS

The Company continues to conduct exploration and trenching activities that began
on  September  27, 2006 and has realized  $197,927 in revenues  from its ongoing
operations.  All  exploration  expenditures  are expensed as incurred.  Costs of
acquisition and option costs of mineral rights are capitalized upon acquisition.
Mine  development  costs  incurred  to develop new ore  deposits,  to expand the
capacity of mines, or to develop mine areas  substantially in advance of current
production are also capitalized once proven and probable  reserves exist and the
property is a commercially mineable property. Costs incurred to maintain current
production or to maintain  assets on a standby basis are charged to  operations.
If the Company does not continue with  exploration  after the  completion of the
feasibility  study,  the mineral rights will be expensed at that time.  Costs of
abandoned  projects are charged to mining costs including  related  property and
equipment costs. To determine if these costs are in excess of their  recoverable
amount  periodic  evaluation  of  carrying  value of  capitalized  costs and any
related  property and equipment  costs are based upon expected future cash flows
and/or  estimated   salvage  value  in  accordance  with  Accounting   Standards
Codification (ASC) 360-10-35-15, Impairment or Disposal of Long-Lived Assets.

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 ASC 740,  INCOME TAXES. A deferred
tax  asset or  liability  is  recorded  for all  temporary  differences  between
financial and tax reporting and net operating loss carry forwards.  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 March 2010, the FASB issued Accounting  Standards Update ("ASU") No. 2010-11,
which is included in the  Codification  under ASC 815. This update clarifies the
type of  embedded  credit  derivative  that is exempt from  embedded  derivative
bifurcation requirements.  Only an embedded credit derivative that is related to
the  subordination  of one  financial  instrument  to another  qualifies for the
exemption.  This guidance became effective for the Company's  interim and annual
reporting  periods  beginning January 1, 2010. The adoption of this guidance did
not have a material impact on the Company's financial statements.

In  February  2010,  the FASB issued ASU No.  2010-09,  which is included in the
Codification  under ASC 855,  SUBSEQUENT EVENTS ("ASC 855"). This update removes
the requirement  for an SEC filer to disclose the date through which  subsequent
events have been evaluated and became effective for interim and annual reporting
periods  beginning January 1, 2010. The adoption of this guidance did not have a
material impact on the Company's financial statements.

                                       33
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2012
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In January  2010,  the FASB  issued ASU No.  2010-06,  which is  included in the
Codification under ASC 820, FAIR VALUE MEASUREMENTS AND DISCLOSURES ("ASC 820").
This update  requires the disclosure of transfers  between the observable  input
categories  and  activity  in the  unobservable  input  category  for fair value
measurements.  The  guidance  also  requires  disclosures  about the  inputs and
valuation techniques used to measure fair value and became effective for interim
and annual  reporting  periods  beginning  January 1, 2010. The adoption of this
guidance did not have a material impact on the Company's financial statements.

In May 2009,  the FASB  issued  ASC No.  855  "Subsequent  Events".  ASC No. 855
establishes  general  standards of accounting  for and disclosure of events that
occur after the balance sheet date but before financial statements are issued or
are  available  to be issued.  ASC No.  855 sets forth (1) The period  after the
balance sheet date during which management of a reporting entity should evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial  statements,  (2) The  circumstances  under which an entity should
recognize  events or transactions  occurring after the balance sheet date in its
financial  statements and (3) The  disclosures  that an entity should make about
events or  transactions  that occurred after the balance sheet date. ASC No. 855
was  effective  for interim or annual  financial  periods  ending after June 15,
2009.

The Company has implemented all new accounting pronouncements that are in effect
and that may impact its financial statements and does not believe that there are
any other new accounting  pronouncements that have been issued that might have a
material impact on its 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. While the Company has reported revenue
of $14,646 and $183,281 in the years ended June 30, 2012 and 2011, respectively,
the Company generated a net loss of $121,276 during the period from May 13, 2005
(inception) to June 30, 2012. This condition raises  substantial doubt about the
Company's  ability to continue as a going  concern.  The  Company  will  require
additional  funding for exploration  beyond Phase 1, this additional funding may
be raised  through debt or equity  offerings.  Management has yet to decide what
type of offering  the  Company  will use or how much  capital  the Company  will
attempt to raise.  There is no guarantee  that the Company will be able to raise
any capital through any type of offerings.

NOTE 4. 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,
2012 the loan balance is $92,500. Per the terms of the loan, Mr. Bravo agrees to
provide funding to Placer Del Mar, Ltd. in the amount  necessary to continue the
current Phase One of the company's  business  plan.  These funds shall  continue
through Phase One for a period of twenty-four  months,  beginning April 2010, or
until such time as the company's  geologist  determines that further  geological
exploration is not warranted. The loan is in an amount up to $6,000 per month to
allow the company to continue its  exploration  process and pay other  operating
and filing  expenses.  All funds  provided  to Placer  Del Mar by Mr.  Bravo are
unsecured  and he has agreed to forego any  penalties or interest  should Placer
Del Mar be unable to repay any funds provided to the Company.

                                       34
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2012
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 5. INCOME TAXES

                                                                       As of
                                                                   June 30, 2012
                                                                   -------------
Deferred tax assets:
  Net operating tax carryforward                                     $ 121,276
  Tax rate                                                                  34%
                                                                     ---------
Gross deferred tax assets                                               41,234
Valuation allowance                                                    (41,234)
                                                                     ---------

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 6. NET OPERATING LOSSES

As of June 30,  2012,  the  Company has a net  operating  loss  carryforward  of
$121,276. Net operating loss carryforward expires twenty years from the date the
loss was incurred.

NOTE 7. 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.

The Company entered  Mineral Rights Revenue Sharing  Agreement with Mr. Almarez.
Under the terms of the Mineral Rights Revenue  Sharing  Agreement (as amended on
December 8, 2010),  Mr.  Almarez gives and grants to Placer Del Mar the sole and
exclusive  right to establish  mineral  claims on the  Property,  recorded as an
asset of the company with a related liability,  subject to a payment of $400,000
(present  value  is  $294,287)  by  Placer  to Mr.  Almarez  to be paid in equal
payments over sixty (60) months in the amount of $6,666  beginning no later than
June 1, 2011 for the exclusive right to begin extracting only Conchuela from the
Property commencing December 8, 2010. According to a letter from Mr. Almarez, he
agreed to extend the payment due date from April 1, 2012 to December  31,  2012.
The monthly  amount of $6,666 will continue to accrue as of April 1, 2012 and if
the Company is able to make payments  before  December 31, 2012 the Company will
do so. If no  payments  are made prior to  December  31, 2012 the amounts due on
that date will be $133,320.  Such payments  shall be lieu of the original 1% Net
Smelter  Returns  royalty  originally  reserved in favour of Mr.  Almarez in the
Mineral Rights Revenue Sharing Agreement dated April 24, 2006 and relate only to
the mining and extraction of Conchuela.

                                       35
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2012
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 7. MINERAL PROPERTY (CONTINUED)

All minerals, other than Conchuela,  mined or extracted from the Property remain
subject to the 1% Net Smelter Returns royalty as stated in the original  Mineral
Rights Revenue Sharing Agreement dated April 24, 2006.

The term of the option  shall be for a period of 30 years from the signing  date
of this agreement,  renewable upon the anniversary date of this agreement for an
additional  30 year period at the sole  discretion of the Company for a one-time
payment of $100,000.

The total  estimated  square  footage of the Conchuela  reserves is not known at
this time. The Company recorded $334,666 as mineral rights license and amortizes
them for 30 year option period.

NOTE 8. MINERAL EXTRACTION AGREEMENT FOR CONCHUELA

On December 8, 2010 the Company entered into a Mineral Extraction Agreement with
Roca Cantera Y Marmol, Canteras Acabados Finos related to the extraction of only
Mexican  Shellstone-Limestone  ("Conchuela") on the property. Payments to Placer
for the  extraction  of  Conchuela  began in the fourth  quarter of 2010 for the
exclusive  right to extract only Conchuela  from the Property.  The term of this
Mineral  Extraction  Rights  Agreement is for a period of five years,  renewable
upon the  anniversary  date of the agreement for an additional 25 year period at
the sole discretion of Placer del Mar for a one-time payment of $55,000.

Under the  terms of the  Mineral  Extraction  Agreement  Roca  Cantera Y Marmol,
Canteras  Acabados  Finos will pay Placer del Mar $0.88 per square  foot for all
Conchuela  extracted  from the  Property for its mineral  extraction  activities
which began in the fourth  quarter of 2010.  The first  section  consists of one
acre with a surface area of 43,560 square feet and is one of 46.2 acres included
in this  Agreement.  Payments  shall be calculated on the total number of square
feet  extracted  each month from the  Property  and due and payable to us within
thirty days, with a minimum  monthly payment of $8,000.  As of June 30, 2012 the
Company has generated $197,927 in revenue from the Conchuela  extraction and has
an outstanding receivable balance of $127,927.

NOTE 9. STOCK TRANSACTIONS

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, 2012 the Company had 1,720,000  shares of common stock issued and
outstanding.

                                       36
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                  June 30, 2012
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 10. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of June 30, 2012:

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

NOTE 11. SUBSEQUENT EVENTS

The Company  evaluated all events or  transactions  that occurred after June 30,
2012 up through date the Company issued these financial statements.  During this
period, the Company did not have any material recognizable subsequent events.

                                       37
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON FINANCIAL DISCLOSURE

None.

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.

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.

                                       38
<PAGE>
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.

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.

ITEM 9B. OTHER INFORMATION

CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT

(A) DISMISSAL OF PLS, CPA

(a) On October 11, 2011, the board of directors of Placer Del Mar, Ltd.
dismissed PLS, CPA, as our principal independent accountant. On October 12,
2011, we engaged George Stewart, CPA as our principal independent accountant.

PLS CPA's report on our financial statements for each of the two fiscal years
ended June 30, 2010 and June 30, 2009 did not contain an adverse opinion or
disclaimer of opinion, or qualification or modification as to uncertainty, audit
scope, or accounting principles, except that such report on our financial
statements contained an explanatory paragraph in respect to the substantial
doubt about our ability to continue as a going concern.

                                       39
<PAGE>
During our fiscal years ended June 30, 2010 and June 30, 2009 and in the
subsequent interim period through the date of dismissal, there were no
disagreements, resolved or not, with PLS, CPA on any matter of accounting
principles or practices, financial statement disclosure, or audit scope and
procedures, which disagreement(s), if not resolved to the satisfaction of PLS,
CPA, would have caused PLS, CPA to make reference to the subject matter of the
disagreement(s) in connection with its report.

During our fiscal years ended June 30, 2010 and June 30, 2009 and in the
subsequent interim period through the date of dismissal, there were no
reportable events as described in Item 304(a)(1)(v) of Regulation S-K.

We provided PLS, CPA with a copy of this Current Report on Form 8-K prior to its
filing with the Securities and Exchange Commission, and requested that they
furnish us with a letter addressed to the Securities and Exchange Commission
stating whether they agree with the statements made in this Current Report on
Form 8-K, and if not, stating the respects with which he does not agree. The
letter from PLS, CPA is included as Exhibit 16.1 to the Company's report on Form
8-K filed on October 14, 2011.

(b) During our fiscal years ended June 30, 2010 and June 30, 2009 and in the
subsequent interim period through the date of appointment of George Stewart, CPA
on October 12, 2011, we have not consulted with George Stewart, CPA regarding
either the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on its financial statements, nor has George Stewart, CPA provided to
our company a written report or oral advice that George Stewart, CPA concluded
was an important factor considered by us in reaching a decision as to the
accounting, auditing or financial reporting issue. In addition, during such
periods, we have not consulted with George Stewart, CPA regarding any matter
that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv)
and the related instructions) or a reportable event (as described in Item
304(a)(1)(v) of Regulation S-K).

                                       40
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS

The directors and officer of Placer Del Mar, whose one year term will expire
05/15/13, or at such a time as successor(s) shall be elected and qualified are
as follows:

Name & Address            Age    Position      Date First Elected   Term Expires
--------------            ---    --------      ------------------   ------------
Humberto Bravo            65     President,        05/15/05           05/15/13
302 Washington St. #351          Secretary,
San Diego, CA 92103              Director

Mario Laguna              59     Director          06/01/10           05/15/13
302 Washington St. #351
San Diego, CA  92103

The foregoing persons are promoters 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.

Mr. Bravo currently devotes approximately 20 to 25 hours per week to manage the
business affairs of our company. 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. Mr. Bravo provides the company with his skills
and experience in operations, personnel management and marketing abilities, as
well as personal financial assistance we believe are essential to our continuing
operations and business plan.

Mr. Laguna currently devotes a minimal amount of time to company business. 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. Mr. Laguna
provides the company with his skills and experience as a geologist and his
extensive background in designing and managing mining operations and managing
mining personnel we believe will be essential to our continuing operations and
business plan.

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.

                                       41
<PAGE>
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.

HUMBERTO BRAVO

WORK HISTORY

1998 - Current - 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

MARIO LAGUNA

WORK HISTORY

2006 - Current - Retired

1991-2006 - Geologist of Exploration

Labroanado para Minera Cuicuilco S.A., Guadalajara, Jalisco, Mexico

Designed and managed all geological field programs and procedures necessary to
conduct field geological and geophysical studies, coring, surface sampling, and
preliminary field analytical assays for the company's mining clients. Managed
ten geologists and staffing for all geological field support teams.

                                       42
<PAGE>
EDUCATION

1964-1967   Heriberto Aja - Secondary Schooling
1967-1968   Tecnico Jalisco - Geological Preparatory Studies
1968-1972   University of Sonora - Geology Degree

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.

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 two directors, 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 Mr. Bravo and Mr. Laguna.

                           SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                                                   Change in
                                                                                    Pension
                                                                                   Value and
                                                                     Non-Equity   Nonqualified
                                                                     Incentive     Deferred       All
 Name and      Year                                                    Plan         Compen-      Other
 Principal     ended                           Stock       Option     Compen-       sation       Compen-
 Position     June 30,   Salary     Bonus      Awards      Awards     sation       Earnings      sation*    Totals
------------    ----     ------     -----      ------      ------     ------       --------      ------     ------
<S>             <C>      <C>       <C>          <C>        <C>        <C>           <C>         <C>        <C>
H. Bravo,       2012       0          0          0           0           0            0              0         0
President,      2011       0          0          0           0           0            0              0         0
CEO, CFO and    2010       0          0          0           0           0            0              0         0
Director

M. Laguna,      2012       0          0          0           0           0            0              0         0
Director        2011       0          0          0           0           0            0              0         0
                2010       0          0          0           0           0            0              0         0
</TABLE>

----------
*    All Other Compensation consists of the following: In the past (until
     January 2007) we paid Mr. Bravo $500 per month for management fees and the
     use of his office space.

                                       43
<PAGE>
                  OUTSTANDING EQUITY AWARDS AT FISCAL YEAR END

<TABLE>
<CAPTION>
                                      Option Awards                                             Stock Awards
          -----------------------------------------------------------------   ----------------------------------------------
                                                                                                                    Equity
                                                                                                                   Incentive
                                                                                                       Equity        Plan
                                                                                                      Incentive     Awards:
                                                                                                        Plan       Market or
                                                                                                       Awards:      Payout
                                          Equity                                                      Number of    Value of
                                         Incentive                            Number                  Unearned     Unearned
                                        Plan Awards;                            of         Market      Shares,      Shares,
           Number of      Number of      Number of                            Shares      Value of    Units or     Units or
          Securities     Securities     Securities                           or Units    Shares or     Other         Other
          Underlying     Underlying     Underlying                           of Stock     Units of     Rights       Rights
          Unexercised    Unexercised    Unexercised   Option      Option       That      Stock That     That         That
          Options (#)    Options (#)     Unearned     Exercise  Expiration   Have Not     Have Not    Have Not     Have Not
Name      Exercisable   Unexercisable   Options (#)    Price       Date      Vested(#)     Vested      Vested       Vested
----      -----------   -------------   -----------    -----       ----      ---------     ------      ------       ------
<S>            <C>            <C>            <C>         <C>         <C>         <C>          <C>         <C>         <C>
H. Bravo      0              0              0           0           0           0            0           0            0

M. Laguna     0              0              0           0           0           0            0           0            0

                              DIRECTOR COMPENSATION

                                                                     Change in
                                                                      Pension
                                                                     Value and
                   Fees                            Non-Equity       Nonqualified
                  Earned                            Incentive        Deferred
                 Paid in      Stock     Option        Plan         Compensation     All Other
    Name           Cash      Awards     Awards     Compensation      Earnings      Compensation     Total
    ----           ----      ------     ------     ------------      --------      ------------     -----
H. Bravo            0         0           0            0                0               0            0

M. Laguna           0         0           0            0                0               0            0
</TABLE>

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. The 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. At this time, management
cannot accurately estimate when sufficient revenues will occur to implement this
compensation.

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

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

                                       44
<PAGE>
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 report:

Title of                                          Amount &              Percent
Name & Class     Address                       Nature of owner           Owned
------------     -------                       ---------------           -----
Common           Humberto Bravo                  1,100,000 (a)            64%
                 302 Washington St. #351
                 San Diego, CA 92103

Common           Mario Laguna                            0                 0%
                 302 Washington St. #351
                 San Diego, CA  92103

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

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

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The principal executive office facilities are provided by Mr. Bravo, the officer
of the corporation. Until January 2007 we 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 deferred the payment of those fees.

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.

Mr. Bravo loaned the company a total of $6,700 for the year ended June 30, 2012
and will continue to loan the company funds on a month by month basis as needed.
The total amount owed Mr. Bravo at June 30, 2012 is $92,500. Per the terms of
the loan, Mr. Bravo agrees to provide funding to Placer Del Mar, Ltd. in the
amount necessary to continue the current Phase One of the company's business
plan. These funds shall continue through Phase One, or until such time as the
company's geologist determines that further geological exploration is not
warranted. The loan is in an amount up to $144,000 to allow the company to
continue its exploration process and pay other operating and filing expenses.
All funds provided to Placer Del Mar by Mr. Bravo are unsecured and he has
agreed to forego any penalties or interest should Placer Del Mar be unable to
repay any funds provided to the Company.

                                       45
<PAGE>
Mr. Bravo, our sole officer and a director and Mr. Laguna, a director, are the
only "promoters" of Placer Del Mar, as that term is defined in the rules and
regulations promulgated under the Securities and Exchange Act of 1933.

CORPORATE GOVERNANCE

Neither Mr. Bravo nor Mr. Laguna is considered an independent director. We
currently have no audit committee, audit committee charter or audit committee
financial expert. We currently have no compensation committee or compensation
committee charter.

Shareholders may send communications to the board of directors at the company
address.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

The total fees charged to the company for audit services, including interim
reviews, were $22,055, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil during the year ended June 30, 2012.

The total fees charged to the company for audit services, including interim
reviews, were $15,800, for audit-related services were $Nil, for tax services
were $Nil and for other services were $Nil during the year ended June 30, 2011.

ITEM 15. EXHIBITS

The following exhibits are included with this filing:

Exhibit No.                       Description
-----------                       -----------
 3.1           Articles of Incorporation*
 3.2           Bylaws*
10.1           Mining Rights Revenue Share Agreement dated April 24, 2006*
10.2           Comfort Letter dated April 15, 2010*
10.3           Loan Agreement dated April 15, 2010*
10.4           Amendment dated December 8, 2010, to Mineral Rights Revenue
               Sharing Agreement dated April 24, 2006*
10.5           Mineral Extraction Rights Agreement dated December 8, 2010*
10.6           Letter from J. Almarez dated September 30, 2012
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
101            Interactive data files pursuant to Rule 405 of Regulation S-T.**

----------
*    Incorporated by reference from and can be found in our Registration
     Statement on Form S-1, filed under SEC File Number 000-54118, at the SEC
     website at www.sec.gov.
**   To be filed by Amendment

                                       46
<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.

                                       Placer del Mar, Ltd., Registrant


October 15, 2012                       By: /s/ Humberto Bravo
                                           -------------------------------------
                                           Humberto Bravo, President, Secretary,
                                           Treasurer, Principal Executive
                                           Officer, Principal Financial Officer
                                           and Principal Accounting Officer and
                                           Director


                                       By: /s/ Mario Laguna
                                           -------------------------------------
                                           Mario Laguna, Director

                                       47