U.S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB/A
                                 AMENDMENT NO. 1

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

                     For the Period ended September 30, 2007

                        Commission File Number 333-127736


                              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 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 [ ]

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

As of September 30, 2007, the registrant had 1,720,000 shares of common stock,
$0.001 par value, issued and outstanding. No market value has been computed
based upon the fact that no active trading market had been established as of
September 30, 2007.
<PAGE>
FORWARD LOOKING STATEMENTS

This report includes a number of forward looking statements that reflect our
current views with respect to future events and financial performance. Forward
looking statements are often identified by words like: believe, expect,
estimate, anticipate, intend, project and similar expressions, or words which,
by their nature, refer to future events. You should not place undue certainty on
these forward looking statements, which apply only as of the date of this
report. These forward looking statements are subject to certain risks and
uncertainties that could cause actual results to differ materially from
historical results or our predictions.


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

<TABLE>
<CAPTION>
                                                                    As of              As of
                                                                    Sep 30,           June 30,
                                                                     2007               2007
                                                                   --------           --------
                                                                  (unaudited)
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $  1,628           $  5,710
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                  1,628              5,710
                                                                   --------           --------

      TOTAL ASSETS                                                 $  1,628           $  5,710
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                 $     --           $  1,000
  Loan from shareholder                                              24,000             19,000
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                            24,000             20,000

      TOTAL LIABILITIES                                              24,000             20,000

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 50,000,000 shares
   authorized; 1,720,000 shares issued and outstanding
   as of Sep 30, 2007 and June 30, 2007                               1,720              1,720
  Additional paid-in capital                                         42,480             42,480
  Deficit accumulated during exploration stage                      (66,572)           (58,490)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                          (22,372)           (14,290)
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $  1,628           $  5,710
                                                                   ========           ========
</TABLE>


                       See Notes to Financial Statements

                                       3
<PAGE>
                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                       Statement of Operations (unaudited)
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                             May 13, 2005
                                    Three Mos            Three Mos           (inception)
                                      Ended                Ended               through
                                   Sep 30, 2007         Sep 30, 2006         Sep 30, 2007
                                   ------------         ------------         ------------
<S>                                 <C>                  <C>                  <C>
REVENUES
  Revenues                          $       --           $       --           $       --
                                    ----------           ----------           ----------
TOTAL REVENUES                              --                   --                   --

OPERATING COSTS
  Administrative expenses                8,082                3,746               66,572
                                    ----------           ----------           ----------
TOTAL OPERATING COSTS                   (8,082)              (3,746)             (66,572)
                                    ----------           ----------           ----------

NET INCOME (LOSS)                   $   (8,082)          $   (3,746)          $  (66,572)
                                    ==========           ==========           ==========

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


                       See Notes to Financial Statements

                                       4
<PAGE>
                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
            Statement of Changes in Stockholders' Equity (unaudited)
               From May 13, 2005 (Inception) through Sept 30, 2007
                             (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, Sept 30, 2007                                                                    (8,082)       (8,082)
                                             ----------      -------       -------       --------      --------

BALANCE, SEPT 30, 2007                        1,720,000      $ 1,720       $42,480       $(66,572)     $(22,372)
                                             ==========      =======       =======       ========      ========
</TABLE>

                       See Notes to Financial Statements

                                       5
<PAGE>
                               PLACER DEL MAR, LTD
                          (A Exploration Stage Company)
                       Statement of Cash Flows (unaudited)
                             (Stated in US Dollars)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                                       May 13, 2005
                                                                  Three Mos          Three Mos         (inception)
                                                                    Ended              Ended             through
                                                                 Sep 30, 2007       Sep 30, 2006       Sep 30, 2007
                                                                 ------------       ------------       ------------
<S>                                                                <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                                $ (8,082)          $ (3,746)          $(66,572)
  Adjustments to reconcile net loss to net cash
   provided by (used in) operating activities:
      Stock issued for services                                          --                 --                 --
  Changes in operating assets and liabilities:
      Accounts payable and accrued expenses                          (1,000)            (1,000)                --
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES        (9,082)            (4,746)           (66,572)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan from shareholder                                 5,000              5,000             24,000
  Issuance of common stock                                               --                 --              1,720
  Additional paid-in capital                                             --                 --             42,480
                                                                   --------           --------           --------
          NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES         5,000              5,000             68,200
                                                                   --------           --------           --------

NET INCREASE (DECREASE) IN CASH                                      (4,082)               254              1,628

CASH AT BEGINNING OF YEAR                                             5,710             15,815                 --
                                                                   --------           --------           --------
CASH AT END OF YEAR                                                $  1,628           $ 16,069           $  1,628
                                                                   ========           ========           ========

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 Interim Financial Statements
                               September 30, 2007
                            (Stated in U.S. Dollars)


NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

The Company was  incorporated  in the State of Nevada on May 13,  2005,  and its
year-end is June 30. The Company is "An Exploration Stage Company" as defined by
Statement  of  Financial  Accounting  Standard  ("SFAS")  No. 7. The Company has
obtained a mineral  rights option  agreement and intends to explore the property
further to determine if valuable minerals exist within the rights claim.

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

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

BASIC EARNINGS (LOSS) PER SHARE

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

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

CASH EQUIVALENTS

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

MINERAL PROPERTY COSTS

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

                                       7
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                      Notes to Interim Financial Statements
                               September 30, 2007
                            (Stated in U.S. Dollars)


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES AND ASSUMPTIONS

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

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss  carryforwards.  Deferred tax expense (benefit)
results  from  the net  change  during  the  year of  deferred  tax  assets  and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management,  it is more likely than not that some portion or all of the deferred
tax  assets  will not be  realized.  Deferred  tax assets  and  liabilities  are
adjusted  for the  effects  of  changes  in tax  laws  and  rates on the date of
enactment.

RECENT ACCOUNTING PRONOUNCEMENTS

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

                                       8
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                      Notes to Interim Financial Statements
                               September 30, 2007
                            (Stated in U.S. Dollars)


NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

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

NOTE 3. GOING CONCERN

The  accompanying  financial  statements  have been  prepared  assuming that the
Company will continue as a going  concern.  The Company  generated a net loss of
$66,572  during the period from May 13, 2005  (inception) to September 30, 2007.
This condition raises  substantial doubt about the Company's ability to continue
as a going concern.

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

NOTE 4. WARRANTS AND OPTIONS

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

NOTE 5. RELATED PARTY TRANSACTION

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

Loan from  shareholder  represents a loan from a related party.  As of September
30, 2007 the loan balance is $24,000. Currently there are no repayment terms nor
is there interest being charged.

                                       9
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                      Notes to Interim Financial Statements
                               September 30, 2007
                            (Stated in U.S. Dollars)


NOTE 6. INCOME TAXES

                                                        As of September 30, 2007
                                                        ------------------------
     Deferred tax assets:
     Net operating tax carryforward                             $ 66,572
     Tax rate                                                         34%
                                                                --------
     Gross deferred tax assets                                    22,634
     Valuation allowance                                         (22,634)
                                                                --------

     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 September 30, 2007, the Company has a net operating loss  carryforwards of
$66,572.  Net operating loss carryforward expires twenty years from the date the
loss was incurred.

NOTE 8. MINERAL PROPERTY

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

A) CASH PAYMENTS

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

B) PROPERTY PAYMENTS AND ASSESSMENT WORK

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

NOTE 9. FOREIGN CURRENCY TRANSLATION

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

                                       10
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                      Notes to Interim Financial Statements
                               September 30, 2007
                            (Stated in U.S. Dollars)


NOTE 10. STOCK TRANSACTIONS

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

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

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

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

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

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

NOTE 11. STOCKHOLDERS' EQUITY

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

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

                                       11
<PAGE>
TEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $66,572 in
expenses through September 30, 2007.

The following table provides selected financial data about our company for the
three month period ended September 30, 2007.

                    Balance Sheet Data:           9/30/2007
                    -------------------           ---------

                    Cash                          $  1,628
                    Total assets                  $  1,628
                    Total liabilities             $ 24,000
                    Shareholders' equity          $(22,372)

Our cash in the bank at September 30, 2007 was $1,628. There was no cash
provided by financing activities for the period ended September 30, 2007. Cash
provided by financing since inception was $10,000 from the sale of shares to our
officer and director and the $24,200 resulting from the sale of our common stock
to 46 independent investors.

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

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

PLAN OF OPERATION

We currently are in the first phase of our plan of operation. We believe we will
be able to complete Phase One of the exploration on the Placer Del Mar claim
within the next twelve to twenty four months. Phase One will consist of geologic
surveying, mapping and analytical assays. We anticipate that Phase One will cost
approximately $27,000. Phase One cost estimates were provided to us by 3 GEO
Geological Services who prepared the preliminary geological report respecting
the Placer Del Mar claim.

                                       12
<PAGE>
On September 27, 2006 we began Phase One of our exploration program of the
Placer Del Mar claim. Prior to beginning Phase One of our exploration program,
we retained 3 GEO Geological Services, a professional geological firm, to
complete an initial review of the claim and to provide us with a geological
report respecting the claim that included exploration recommendations. For these
services, we paid 3 GEO Geological Services $2,000. Our president filed a
mineral claim with the Mexican government on April 24, 2006 on behalf of the
company.

PHASE ONE

We are continuing Phase One of our exploration program we began on September 27,
2006 on the Placer Del Mar mineral claim. Phase One will require approximately
twelve to twenty four months to complete. Once Phase One is completed, the
company's geologist has verbally assured us his firm will be ready to conduct
geological and geophysical studies will be conducted on the claim at an
estimated cost of $1,890 per month for a total cost of $17,000. A senior
geologist will conduct the studies at a cost of $450 per month for a total cost
of $4,000. The cost for assays is $450 per month for a total cost of $4,000.
Total cost for Phase One including the $2,000 spent for our current geological
study is $27,000. We believe our current cash balance of $1,628, plus loans from
our director, will be sufficient to fund completion of Phase One. Our director
has provided us with a written agreement to loan the company sufficient funds to
continue the company's business plan Phase One exploration costs, offering
costs, filing fees, and correspondence with our shareholders in an amount of up
to $6,000 per month for the next twelve months.

PHASE TWO

If economically viable minerals are discovered in Phase One, we intend to
initiate Phase Two of our plan during the third quarter of 2007. Initial costs
for our Phase Two plan are as follows; mechanical trenching $12,500 per month
for four months for a total cost of $50,000, drilling costs of $12,500 per month
for a total cost of $50,000, fuel costs of $2,500 totaling $10,000, waste
removal costs of $1,000 per month totaling $4,000, labor costs of $5,000 per
month for four months totaling $20,000, and a one time cost of $25,000 for
mining permits. We have not yet applied for mining permits. We intend to apply
for mining permits upon discovery of economically viable minerals. The estimated
time to complete the application process and obtain permits for mining is thirty
days. Total cost for Phase Two of our program is $159,000. We will require
additional funding in order to proceed with the excavation of any minerals and
any subsequent recommended work on the claim. As of this date we have not
identified a source for this additional funding. We do not expect weather
conditions to substantially impact our plan of operation due to the moderate
climate and favorable weather conditions of Baja California, Mexico. Phase Two
of our exploration is contingent upon the discovery of sufficient mineralization
to continue. If we are not successful in the discovery of minerals our
operations will cease and investors will likely lose their money. The company
does not intend to seek potential acquisition candidates.

                                       13
<PAGE>
OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICIES

It is suggested that these financial statements be read in conjunction with our
June 30, 2007 audited financial statements and notes thereto, which can be found
in our Form 10-KSB Annual Report on the SEC website at www.sec.gov under our SEC
File Number 333-127736.

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

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

BASIS OF ACCOUNTING

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

BASIC EARNINGS (LOSS) PER SHARE

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

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

CASH EQUIVALENTS

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

MINERAL PROPERTY COSTS

The Company has been in the exploration stage since its formation on May 13,
2005 and has not yet realized any revenues from its planned operations. It is
primarily engaged in the acquisition and exploration of mining properties.
Mineral property acquisition and exploration costs are charged to operations as

                                       14
<PAGE>
incurred. When it has been determined that a mineral property can be
economically developed as a result of establishing proven and probable reserves,
the costs incurred to develop such property, are capitalized. Such costs will be
amortized using the units-of-production method over the estimated life of the
probable reserve.

USE OF ESTIMATES AND ASSUMPTIONS

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

INCOME TAXES

Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion or all of the deferred
tax assets will not be realized. Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.

RECENT ACCOUNTING PRONOUNCEMENTS

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

In September 2006, the SEC issued Staff Accounting Bulletin ("SAB") No. 108,
"Considering the Effects of Prior Year Misstatements when Quantifying
Misstatements in Current Year Financial Statements." SAB No. 108 addresses how
the effects of prior year uncorrected misstatements should be considered when
quantifying misstatements in current year financial statements. SAB No. 108
requires companies to quantify misstatements using a balance sheet and income

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statement approach and to evaluate whether either approach results in
quantifying an error that is material in light of relevant quantitative and
qualitative factors. SAB No. 108 is effective for fiscal years ending after
November 15, 2006. The Company is currently evaluating the impact of adopting
SAB No. 108 but does not expect that it will have a material effect on its
financial statements.

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

ITEM 3. 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 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 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.

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

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                           PART II - OTHER INFORMATION

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 original
Form SB-2 Registration Statement, filed under SEC File Number 333-127736, at the
SEC website at www.sec.gov:

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

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

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                                   SIGNATURES

Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


/s/ Humberto Bravo                                         November 7, 2007
-------------------------------------                      ----------------
Humberto Bravo, President                                        Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)

In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.


/s/ Humberto Bravo                                         November 7, 2007
-------------------------------------                      ----------------
Humberto Bravo, President                                        Date
(Principal Executive Officer,
Principal Financial Officer,
Principal Accounting Officer)

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