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

                                    FORM 10-Q

                 Quarterly Report under Section 13 or 15 (d) of
                         Securities Exchange Act of 1934

                       For the Period ended March 31, 2011

                        Commission File Number 000-54118


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

        Nevada                                                 72-1600437
(State of Incorporation)                                (IRS Employer ID Number)

                           302 Washington Street #351
                            San Diego, CA 92103-4221
                                 (775) 352-3839
          (Address and telephone number of principal executive offices)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the last 90 days. YES [X] NO [ ]

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

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

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]

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

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date: 1,720,000 shares of common stock, par
value $0.001, as of May 13, 2011
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.

The un-audited quarterly financial statements for the three and nine month
periods ended March 31, 2011, prepared by the Company, immediately follow.

                                       2
<PAGE>
                               PLACER DEL MAR, LTD
                         (An Exploration Stage Company)
                                 Balance Sheets
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                      (Unaudited)        (Audited)
                                                                        As of              As of
                                                                       March 31,          June 30,
                                                                         2011               2010
                                                                       --------           --------
<S>                                                                    <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                                 $  7,322           $  1,292
  Accounts Receivable                                                   122,152                 --
                                                                       --------           --------
      TOTAL CURRENT ASSETS                                              129,474              1,292
                                                                       --------           --------
OTHER ASSETS
  Mineral Rights License,net                                            330,947                 --
                                                                       --------           --------
      TOTAL OTHER ASSETS                                                330,947                 --
                                                                       --------           --------

      TOTAL ASSETS                                                     $460,421           $  1,292
                                                                       ========           ========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                     $  1,375           $  9,600
  Loan from shareholder                                                  81,800             59,300
  Current portion of mineral rights liabilities, net discount            47,123                 --
                                                                       --------           --------
      TOTAL CURRENT LIABILITIES                                         130,298             68,900
                                                                       --------           --------
LONG TERM LIABILITIES
  Mineral Rights Liability, net discount of $47,123                     294,287                 --
                                                                       --------           --------
      TOTAL LONG TERM LIABILITIES                                       294,287                 --
                                                                       --------           --------

      TOTAL LIABILITIES                                                 424,585             68,900
                                                                       --------           --------
STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 50,000,000 shares
   authorized; 1,720,000 shares issued and outstanding
   as of March 31, 2011 and June 30, 2010 respectively                    1,720              1,720
  Additional paid-in capital                                             42,480             42,480
  Deficit accumulated during exploration stage                           (8,364)          (111,808)
                                                                       --------           --------
      TOTAL STOCKHOLDERS' EQUITY                                         35,836            (67,608)
                                                                       --------           --------

      TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                       $460,421           $  1,292
                                                                       ========           ========
</TABLE>


                        See Notes to Financial Statements

                                       3
<PAGE>
                               PLACER DEL MAR, LTD
                         (An Exploration Stage Company)
                      Statements of Operations (Unaudited)
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                          May 13, 2005
                                           Three Months    Nine Months   Three Months      Nine Months     (inception)
                                              Ended          Ended          Ended            Ended          Through
                                             March 31,      March 31,      March 31,        March 31,       March 31,
                                               2011           2011           2010             2010            2011
                                            ----------     ----------     ----------       ----------      ----------
<S>                                         <C>            <C>            <C>              <C>             <C>
REVENUES
  Revenues                                  $   51,952     $  159,152     $       --       $       --      $  159,152
                                            ----------     ----------     ----------       ----------      ----------
TOTAL REVENUES                                  51,952        159,152             --               --         159,152
                                            ----------     ----------     ----------       ----------      ----------
OPERATING COSTS
  Exploration expense                           18,000         18,000             --               --          41,474
  Amortization of mineral rights license         2,789          3,719             --               --           3,719
  Administrative expenses                       10,844         27,245            874              922         115,580
                                            ----------     ----------     ----------       ----------      ----------
TOTAL OPERATING COSTS                           31,633         48,964           (874)            (922)        160,773

OTHER INCOME(LOSS)
  Interest expense                              (5,070)        (6,744)            --               --          (6,744)
                                            ----------     ----------     ----------       ----------      ----------
TOTAL OTHER INCOME(LOSS)                        (5,070)        (6,744)            --               --          (6,744)

NET INCOME (LOSS)                           $   15,248     $  103,444     $     (874)      $     (922)     $   (8,364)
                                            ==========     ==========     ==========       ==========      ==========
BASIC AND DILUTED EARNINGS (LOSS)
 PER SHARE                                  $     0.05     $     0.05     $     0.00       $     0.00
                                            ==========     ==========     ==========       ==========
WEIGHTED AVERAGE NUMBER OF COMMON
 SHARES OUTSTANDING                          1,720,000      1,720,000      1,720,000        1,720,000
                                            ==========     ==========     ==========       ==========
</TABLE>


                        See Notes to Financial Statements

                                       4
<PAGE>
                               PLACER DEL MAR, LTD
                         (An Exploration Stage Company)
            Statements of Changes in Stockholders' Equity (unaudited)
              From May 13, 2005 (Inception) through March 31, 2011
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

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

Stock issued for cash on May 20, 2005
 @ $0.01 per share                              1,000,000         1,000         9,000                      10,000
Stock issued for cash on June 14, 2005
 @ $0.01 per share                                420,000           420         3,780                       4,200
Stock issued for cash on June 30, 2005
 @ $0.10 per share                                200,000           200        19,800                      20,000
Net loss,  June 30, 2005                                                                     (3,500)       (3,500)
                                              -----------     ---------     ---------     ---------     ---------
BALANCE, JUNE 30, 2005                          1,620,000         1,620        32,580        (3,500)       30,700

Stock issued for services on May 22, 2006
 @ $0.10 per share                                100,000           100         9,900                      10,000
Net loss,  June 30, 2006                                                                    (25,885)      (25,885)
                                              -----------     ---------     ---------     ---------     ---------
BALANCE, JUNE 30, 2006                          1,720,000         1,720        42,480       (29,385)       14,815

Net loss,  June 30, 2007                                                                    (29,105)      (29,105)
                                              -----------     ---------     ---------     ---------     ---------
BALANCE, JUNE 30, 2007                          1,720,000         1,720        42,480       (58,490)      (14,290)

Net Loss June 30, 2008                                                                      (18,023)      (18,023)
                                              -----------     ---------     ---------     ---------     ---------
BALANCE, JUNE 30, 2008                          1,720,000         1,720        42,480       (76,513)      (32,313)

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 March 31, 2011                                                                   103,444       103,444
                                              -----------     ---------     ---------     ---------     ---------

BALANCE, MARCH 31, 2010 (UNAUDITED)             1,720,000     $   1,720     $  42,480     $ (8,364)     $  35,836
                                              ===========     =========     =========     =========     =========
</TABLE>


                        See Notes to Financial Statements

                                       5
<PAGE>
                               PLACER DEL MAR, LTD
                         (An Exploration Stage Company)
                      Statements of Cash Flows (Unaudited)
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                                 May 13,2005
                                                   Three Months     Nine Months    Three Months    Nine Months   (inception)
                                                      Ended           Ended           Ended          Ended         through
                                                     March 31,       March 31,       March 31,      March 31,      March 31,
                                                       2011            2011            2010           2010           2011
                                                     --------        --------        --------       --------       --------
<S>                                                  <C>             <C>             <C>            <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                  $  15,248       $ 103,444       $    (874)     $    (922)     $  (8,364)
  Adjustments to reconcile net loss to net
   cash provided by (used in) operating activities:
     Discount of long-term liabilities                   5,071           6,743              --             --          6,743
     Amortization of mineral right license               2,789           3,719              --             --          3,719
  Changes in operating assets and liabilities:
     Accounts receivable                               (51,952)       (122,152)             --             --       (122,152)
     Accounts payable and accrued expenses                 975          (8,225)             --             --          1,375
                                                     ---------       ---------       ---------      ---------      ---------
          NET CASH PROVIDED BY (USED IN) OPERATING
           ACTIVITIES                                  (27,869)        (16,471)           (874)          (922)      (118,679)
                                                     ---------       ---------       ---------      ---------      ---------
CASH FLOWS FROM INVESTING ACTIVITIES

          NET CASH PROVIDED BY (USED IN) INVESTING
           ACTIVITIES                                       --              --              --             --             --
                                                     ---------       ---------       ---------      ---------      ---------
CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan from shareholder                       --          22,500             800          1,000         81,800
  Issuance of common stock                                  --              --              --             --          1,720
  Additional paid-in capital                                --              --              --             --         42,480
                                                     ---------       ---------       ---------      ---------      ---------
          NET CASH PROVIDED BY (USED IN) FINANCING
           ACTIVITIES                                       --          22,500             800          1,000        126,000
                                                     ---------       ---------       ---------      ---------      ---------

NET INCREASE (DECREASE) IN CASH                        (27,869)          6,029             (74)            78          7,321

CASH AT BEGINNING OF PERIOD                             35,191           1,292             190             38             --
                                                     ---------       ---------       ---------      ---------      ---------

CASH AT END OF PERIOD                                $   7,322       $   7,322       $     116            116      $   7,322
                                                     =========       =========       =========      =========      =========

NON-CASH INVESTING AND FINANCING ACTIVITIES
  Increase in mining rights license
   and long-term liabilities                           334,666         334,666              --             --        334,666

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

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


                        See Notes to Financial Statements

                                       6
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2011
                            (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  $167,517 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 March 31, 2011
the Company had reported revenue of $159,152 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.

                                       7
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2011
                            (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  $159,152 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.

                                       8
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2011
                            (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 $51,952 in the quarter ended March 31, 2011, the Company generated a net loss
of $8,364  during the period from May 13, 2005  (inception)  to March 31,  2011.
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. WARRANTS AND OPTIONS

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

NOTE 5. RELATED PARTY TRANSACTION

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

                                       9
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2011
                            (Stated in U.S. Dollars)


NOTE 5. RELATED PARTY TRANSACTION (CONTINUED)

Loan from  shareholder  represents a loan from a related party.  As of March 31,
2011 the loan balance is $81,800. 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.

NOTE 6. INCOME TAXES
                                                As of
                                               March 31,
                                                 2011
                                               --------
      Deferred tax assets:
        Net operating tax carryforward         $  8,364
        Tax rate                                     34%
                                               --------
      Gross deferred tax assets                   2,844
      Valuation allowance                        (2,844)
                                               --------

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

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

NOTE 7. NET OPERATING LOSSES

As of March 31,  2011,  the Company has a net  operating  loss  carryforward  of
$8,364.  Net operating loss carryforward  expires twenty years from the date the
loss was incurred.

NOTE 8. MINERAL PROPERTY

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

A) CASH PAYMENTS

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

B) PROPERTY PAYMENTS AND ASSESSMENT WORK

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

                                       10
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2011
                            (Stated in U.S. Dollars)


NOTE 8. MINERAL PROPERTY (CONTINUED)

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.  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.  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 9. 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 March 31, 2011 the
Company has generated $159,152 in revenue from the Conchuela extraction.

NOTE 10. 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 March 31, 2011 the Company had 1,720,000 shares of common stock issued and
outstanding.

                                       11
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                 March 31, 2011
                            (Stated in U.S. Dollars)


NOTE 11. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of March 31, 2011:

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

NOTE 12. SUBSEQUENT EVENTS

The Company  evaluated all events or transactions  that occurred after March 31,
2011 up through date the Company issued these financial statements.  During this
period, the Company did not have any material recognizable subsequent events.

                                       12
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains forward-looking statements. Any
statements contained herein that are not statements of historical fact may be
deemed to be forward-looking statements 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 factors discussed elsewhere in this Form 10-Q could also cause actual
results to differ materially from those indicated by the Company's
forward-looking statements. Placer Del Mar, Ltd. undertakes no obligation to
publicly update or revise any forward-looking statements.

OVERVIEW OF OUR 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 15 miles southeast of
Playas del Rosarito, Baja California, Mexico. The Placer Del Mar mining claim
was filed on April 24, 2006 with the Mexican government. From the dates of June,
6th 2005 through April, 24th 2006, Placer Del Mar owned an option which granted
Placer the right to exercise a mining claim on the Almarez property. On April
24th 2006 Placer Del Mar exercised its option according to the terms of the
option agreement. The terms of the option agreement were: $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
for mainly gold, tungsten, perlite, sulfides, titanium, and silver. Any revenues

                                       13
<PAGE>
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 March 31, 2011 we have
generated $159,152 in revenues from the Conchuela extraction.

Under the terms of the Mineral Rights Revenue Sharing Agreement (as amended on
December 8, 2010), Mr. Almarez hereby 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 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. 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, 2010 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.

DESCRIPTION OF BUSINESS

The Company continues 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
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

                                       14
<PAGE>
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 twenty one months to complete. Once Phase One is
completed, the Company's geologist has verbally assured us his firm will be
ready to conduct geological and geophysical studies 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 March
31, 2011 we have spent $41,474 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 and $18,000 in the current fiscal year. We believe our current
cash balance of $7,322, 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 $6,000 per month for
twenty-four months (a total of $144,000), beginning in April 2010. 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 did not have to loan the Company any funds during the quarter ended
March 31, 2011. He will continue to loan the Company funds on a month by month
basis, as needed. The total amount owed Mr. Bravo at March 31, 2011 is $81,800.
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 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.

If economically viable minerals are discovered in Phase One, we intend to
initiate Phase Two of our plan during the second quarter of 2012. 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. If we are not successful in the
discovery of minerals our operations will cease and investors will likely lose
their money.

                                       15
<PAGE>
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 March 31, 2011 we have
generated $159,152 in revenue from the Conchuela extraction.

RECENT RULE CHANGES EFFECTING FORM S-8, FORM 8-K AND RULE 144 OF THE SECURITIES
ACT OF 1933.

On June 29, 2005, the Securities and Exchange Commission adopted final rules
amending Form S-8 and the Form 8-K . The amendments expanded the definition of a
shell company ("Shell Company") to be broader than a company with no or nominal
operations/assets or assets consisting of cash and cash equivalents, the
amendments prohibit the use of a Form S-8 (a form used by a corporation to
register securities issued to an employee, director, officer, consultant or
advisor, under certain circumstances), and revised the requirements for Form 8-K
so that a Shell Company became required to include current Form 10 Information,
including audited financial statements, in the filing on Form 8-K reporting the
acquisition of the business opportunity. The rules are designed to assure that
investors in Shell companies that acquire operations or assets have access on a
timely basis to the same kind of information as is available to investors in
public companies with continuing operations.

On February 15, 2008, the Securities and Exchange Commission adopted final rules
amending Rule 144 (and Rule 145). The amendments imposed certain restrictions on
securities issued by a Company that was ever a Shell Company. Footnote 172 to
Amended Rule 144 exempted certain Issuers from the definition of a Shell
Company:

"Rule 144(i) does not prohibit the resale of securities under Rule 144 that were
not initially issued by a reporting or a non-reporting Shell Company or an
issuer that has been at any time previously such a company, even when the issuer
is a reporting or non-reporting Shell Company at the time of sale. Contrary to
commenter's' concerns, Rule 144(i)(1)(i) is not intended to capture a "startup
company," or, in other words, a company with a limited operating history, in the
definition of a reporting or non-reporting Shell Company, as we believe that
such a company does not meet the condition of having "no or nominal operations."

We believe that based upon the definition of a Shell Company set forth in
Footnote 172, we are not a Shell Company because we have a limited operating
history, were a start- up company, and as such, we do not have "no or nominal
operations. Specifically, our inception date was May, 13th 2005. We began
operations in September of 2006. We have had ongoing operations and have spent
$167,517 to date on our operations to confirm viable minerals within the claim.
These funds have been expensed due to PCAOB and GAAP rules. We will continue to

                                       16
<PAGE>
dedicate funds through ongoing trenching seeking to identify and exploit any
minerals within our mining claim asset. Further we 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.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at March 31, 2011 was $7,322 with $122,152 in accounts
receivable. There was no cash provided by financing activities for the period
ended March 31, 2011. 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 March 31, 2011 we have spent $41,474 on
Phase One 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 $6,000 per month for the next twenty-four months (a total of $144,000),
beginning in April 2010. From April 2010 to March 31, 2011 Mr. Bravo loaned the
Company $23,800, leaving $120,200 available to the Company until March 2012. The
cumulative total amount of the loan at September 30, 2010 was $81,800. 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.

RESULTS OF OPERATIONS

The Company continues to conduct exploration and trenching activities that began
on September 27, 2006. We have generated $159,152 in revenues and have incurred
$167,517 in expenses from ongoing operations since inception through March 31,
2011, resulting in a net loss of $8,364.

The following table provides selected financial data about our Company for the
period ended March 31, 2011.

                     Balance Sheet Data:           3/31/2011
                     -------------------           ---------

                     Cash                          $   7,322
                     Total assets                  $ 460,421
                     Total liabilities             $ 424,585
                     Shareholders' equity          $  35,836

During the three month periods ended March 31, 2011 and 2010 we generated
$51,952 and $0 in revenues, respectively. During the three month period ended
March 31, 2011 we incurred $13,634 in general and administrative expenses,
$5,070 in interest expense and $18,000 in exploration expense. For the three
month period ended March 31, 2010 we incurred $874 in general and administrative

                                       17
<PAGE>
expenses. The increase in revenue and expenses from 2010 to 2011 was due to the
resumption of our exploration activities and the extraction of Conchuela from
the property.

During the nine month periods ended March 31, 2011 and 2010 we generated
$159,152 and $0 in revenues, respectively. During the nine month period ended
March 31, 2011 we incurred $30,964 in general and administrative expenses,
$6,744 in interest expense and $18,000 in exploration expense. For the nine
month period ended March 31, 2010 we incurred $922 in general and administrative
expenses. The increase in revenue and expenses from 2010 to 2011 was due to the
resumption of our exploration activities and the extraction of Conchuela from
the property.

GOING CONCERN

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

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 4T. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our principal executive officer and the principal financial officer, we have
conducted an evaluation of the effectiveness of the design and operation of our
disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e)
under the Securities and Exchange Act of 1934, as of the end of the period
covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission
reports is accumulated and communicated to our management, including our
principal executive and financial officer, recorded, processed, summarized and
reported within the time periods specified in SEC rules and forms relating to
our Company, particularly during the period when this report was being prepared.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There have been no changes in our internal control over financial reporting that
occurred during the last fiscal quarter ended March 31, 2011 that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

                                       18
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 1A. RISK FACTORS

There have been no material changes to the risk factors previously discussed in
Item 1A of the Company's Form 10, as amended, which included the audited
financial statements for the year ended June 30, 2010.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

There were no sales of unregistered securities during the period covered by this
report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

There were no defaults upon senior securities during the period covered by this
report.

ITEM 4. [REMOVED AND RESERVED]

ITEM 5. OTHER INFORMATION

There was no information required to be disclosed on Form 8-K during the period
covered by this report.

ITEM 6. EXHIBITS

The following exhibits are included with this quarterly filing. Those marked
with an asterisk and required to be filed hereunder, are incorporated by
reference and can be found in their entirety in our Registration Statement on
Form S-1, filed under SEC File Number 333-171307, at the SEC website at
www.sec.gov:

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

3.1            Articles of Incorporation*
3.2            Bylaws*
31             Sec. 302 Certification of Principal Executive & Financial Officer
32             Sec. 906 Certification of Principal Executive & Financial Officer

                                       19
<PAGE>
                                   SIGNATURES

In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form 10-Q and authorized this report to be signed on
its behalf by the undersigned, in the city of San Diego, state of California, on
May 13, 2011.

                                          Placer del Mar, Ltd.


                                          /s/ Humberto Bravo
                                          --------------------------------------
                                          By: Humberto Bravo
                                              (Principal Executive Officer)

In accordance with the requirements of the Securities Act of 1933, this Form
10-Q was signed by the following person in the capacities and date stated.


/s/ Humberto Bravo                                               May 13, 2011
---------------------------------------                          ------------
Humberto Bravo, President & Director                                Date
(Principal Executive Officer, Principal
Financial Officer, Principal Accounting
Officer)


/s/ Mario Laguna                                                 May 13, 2011
---------------------------------------                          ------------
Mario Laguna, Director                                              Date

                                       20