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 December 31, 2008

                        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)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company.

Large accelerated filer [ ]                        Accelerated Filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do Not Check if a Smaller Reporting Company)

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

As of December 31, 2008, the registrant had 1,720,000 shares of common stock,
$0.001 par value, issued and outstanding.
<PAGE>
ITEM 1. FINANCIAL STATEMENTS.

The un-audited quarterly financial statements for the period ended December 31,
2008, prepared by the company, immediately follow.



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

<TABLE>
<CAPTION>

                                                                  (Unaudited)        (Audited)
                                                                     As of             As of
                                                                  December 31,        June 30,
                                                                     2008               2008
                                                                   --------           --------
<S>                                                                <C>                <C>
                                     ASSETS

CURRENT ASSETS
  Cash                                                             $  3,113           $  4,687
                                                                   --------           --------
TOTAL CURRENT ASSETS                                                  3,113              4,687
                                                                   --------           --------

      TOTAL ASSETS                                                 $  3,113           $  4,687
                                                                   ========           ========

                       LIABILITIES & STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
  Accounts payable                                                 $    950           $     --
  Loan from shareholder                                              56,000             37,000
                                                                   --------           --------
TOTAL CURRENT LIABILITIES                                            56,950             37,000

      TOTAL LIABILITIES                                              56,950             37,000

STOCKHOLDERS' EQUITY
  Common stock, ($0.001 par value, 50,000,000 shares
   authorized; 1,720,000 shares issued and outstanding
   as of December 31, 2008 and June 30, 2008                          1,720              1,720
  Additional paid-in capital                                         42,480             42,480
  Deficit accumulated during exploration stage                      (98,037)           (76,513)
                                                                   --------           --------
TOTAL STOCKHOLDERS' EQUITY                                          (53,837)           (32,313)
                                                                   --------           --------

      TOTAL LIABILITIES & STOCKHOLDERS' EQUITY                     $  3,113           $  4,687
                                                                   ========           ========
</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
                               Six Months        Three Months        Six Months        Three Months        (inception)
                                 Ended              Ended              Ended              Ended              Through
                               December 31,       December 31,       December 31,       December 31,       December 31,
                                  2008               2008               2007               2007               2008
                               ----------         ----------         ----------         ----------         ----------
<S>                            <C>                <C>                <C>                <C>                <C>
REVENUES
  Revenues                     $       --         $       --         $       --         $       --         $       --
                               ----------         ----------         ----------         ----------         ----------
TOTAL REVENUES                         --                 --                 --                 --                 --

OPERATING COSTS
  Administrative expenses          21,524             13,841             12,813              4,731             98,037
                               ----------         ----------         ----------         ----------         ----------
TOTAL OPERATING COSTS             (21,524)           (13,841)           (12,813)            (4,731)           (98,037)
                               ----------         ----------         ----------         ----------         ----------

NET INCOME (LOSS)              $  (21,524)        $  (13,841)        $  (12,813)        $   (4,731)        $  (98,037)
                               ==========         ==========         ==========         ==========         ==========

BASIC EARNINGS PER SHARE       $    (0.01)        $    (0.01)        $    (0.01)        $    (0.01)
                               ==========         ==========         ==========         ==========

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
                          (A Exploration Stage Company)
            Statement of Changes in Stockholders' Equity (unaudited)
            From May 13, 2005 (Inception) through December 31, 2008
                             (Stated in US Dollars)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                                                                          Deficit
                                                                                        Accumulated
                                                              Common      Additional      During
                                               Common         Stock        Paid-in      Exploration
                                                Stock         Amount       Capital         Stage         Total
                                                -----         ------       -------         -----         -----
<S>                                           <C>           <C>           <C>            <C>              <C>
BALANCE, MAY 13, 2005                                --      $    --       $    --       $     --      $     --

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

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

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

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

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

BALANCE, JUNE 30, 2007                        1,720,000        1,720        42,480        (58,490)      (14,290)
                                             ----------      -------       -------       --------      --------
Net Loss June 30, 2008                                                                    (18,023)      (18,023)
                                             ----------      -------       -------       --------      --------

BALANCE, JUNE 30, 2008                        1,720,000        1,720        42,480        (76,513)      (32,313)
                                             ----------      -------       -------       --------      --------
Net Loss December 31, 2008                                                                (21,524)     (21,524)
                                             ----------      -------       -------       --------      --------
BALANCE, DECEMBER 31, 2008                    1,720,000      $ 1,720       $42,480       $(98,037)     $(53,837)
                                             ==========      =======       =======       ========      ========
</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
                                                  Six Months     Three Months     Six Months     Three Months    (inception)
                                                    Ended           Ended           Ended           Ended          Through
                                                  December 31,    December 31,    December 31,    December 31,   December 31,
                                                     2008            2008            2007            2007           2008
                                                   ---------       ---------       ---------       ---------      ---------
<S>                                                <C>             <C>             <C>             <C>            <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                                $ (21,524)      $ (13,841)      $ (12,813)      $  (4,731)     $ (98,037)
  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               950          (4,050)         (1,000)             --            950
                                                   ---------       ---------       ---------       ---------      ---------
          NET CASH PROVIDED BY (USED IN)
           OPERATING ACTIVITIES                      (20,574)        (17,891)        (13,813)         (4,731)       (97,087)

CASH FLOWS FROM INVESTING ACTIVITIES

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

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from loan from shareholder                 19,000          12,000          14,000           9,000         56,000
  Issuance of common stock                                --              --              --              --          1,720
  Additional paid-in capital                              --              --              --              --         42,480
                                                   ---------       ---------       ---------       ---------      ---------
          NET CASH PROVIDED BY (USED IN)
           FINANCING ACTIVITIES                       19,000          12,000          14,000           9,000        100,200
                                                   ---------       ---------       ---------       ---------      ---------

NET INCREASE (DECREASE) IN CASH                       (1,574)         (5,891)            187           4,269          3,113

CASH AT BEGINNING OF PERIOD                            4,687           9,004           5,710           1,628             --
                                                   ---------       ---------       ---------       ---------      ---------

CASH AT END OF PERIOD                              $   3,113       $   3,113       $   5,897       $   5,897      $   3,113
                                                   =========       =========       =========       =========      =========

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
                                December 31, 2008
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS

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

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

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BASIS OF ACCOUNTING

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

BASIC EARNINGS (LOSS) PER SHARE

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

Basic net  earnings  (loss) per share  amounts 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.

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 Financial Statements
                                December 31, 2008
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

USE OF ESTIMATES AND ASSUMPTIONS

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

INCOME TAXES

Income taxes are provided in accordance  with Statement of Financial  Accounting
Standards No. 109 (SFAS 109),  Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss 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 May 2008, the Financial  Accounting  Standards Board ("FASB") issued SFAS No.
163, "ACCOUNTING FOR FINANCIAL GUARANTEE INSURANCE CONTRACTS - AN INTERPRETATION
OF FASB  STATEMENT  NO. 60".  SFAS 163  requires  that an  insurance  enterprise
recognize a claim  liability prior to an event of default when there is evidence
that credit  deterioration has occurred in an insured financial  obligation.  It
also  clarifies  how  Statement  60 applies  to  financial  guarantee  insurance
contracts,  including the  recognition and measurement to be used to account for
premium revenue and claim liabilities,  and requires expanded  disclosures about
financial  guarantee  insurance   contracts.   It  is  effective  for  financial
statements issued for fiscal years beginning after December 15, 2008, except for
some disclosures about the insurance  enterprise's  risk-management  activities.
SFAS 163 requires that disclosures about the  risk-management  activities of the
insurance enterprise be effective for the first period beginning after issuance.
Except for those disclosures, earlier application is not permitted. The adoption
of this  statement  is not expected to have a material  effect on the  Company's
financial statements.

In May 2008, the FASB issued SFAS No. 162, "The HIERARCHY OF GENERALLY  ACCEPTED
ACCOUNTING PRINCIPLES". SFAS 162 identifies the sources of accounting principles
and the framework for selecting the principles to be used in the  preparation of
financial   statements  of  nongovernmental   entities  that  are  presented  in
conformity with generally accepted  accounting  principles in the United States.
It is  effective  60 days  following  the SEC's  approval of the Public  Company
Accounting Oversight Board amendments to AU Section 411, "THE MEANING OF PRESENT
FAIRLY  IN  CONFORMITY  WITH  GENERALLY  ACCEPTED  ACCOUNTING  PRINCIPLES".  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 Financial Statements
                                December 31, 2008
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

In  March  2008,  FASB  issued  SFAS  No.  161,  "DISCLOSURES  ABOUT  DERIVATIVE
INSTRUMENTS  AND HEDGING  ACTIVITIES - AN AMENDMENT TO FASB  STATEMENT NO. 133".
SFAS  No.  161  is  intended  to  improve  financial  standards  for  derivative
instruments and hedging activities by requiring  enhanced  disclosures to enable
investors to better understand their effects on an entity's financial  position,
financial performance, and cash flows. Entities are required to provide enhanced
disclosures  about: (a) how and why an entity uses derivative  instruments;  (b)
how  derivative  instruments  and related  hedged items are  accounted for under
Statement  133  and  its  related   interpretations;   and  (c)  how  derivative
instruments  and related  hedged  items affect an entity's  financial  position,
financial performance,  and cash flows. It is effective for financial statements
issued for fiscal years  beginning  after November 15, 2008, with early adoption
encouraged.  The Company is currently  evaluating  the impact of SFAS No. 161 on
its financial statements,  and the adoption of this statement is not expected to
have a material effect on the Company's financial statements.

In December 2007, the FASB issued SFAS No. 141R, "BUSINESS  COMBINATIONS".  This
statement  replaces SFAS 141 and defines the acquirer in a business  combination
as the  entity  that  obtains  control of one or more  businesses  in a business
combination and  establishes the acquisition  date as the date that the acquirer
achieves  control.  SFAS 141R  requires  an  acquirer  to  recognize  the assets
acquired,  the  liabilities  assumed,  and any  non-controlling  interest in the
acquired at the acquisition date, measured at their fair values as of that date.
SFAS 141R also requires the acquirer to recognize  contingent  consideration  at
the acquisition date, measured at its fair value at that date. This statement is
effective  for fiscal  years,  and interim  periods  within those fiscal  years,
beginning on or after December 15, 2008.  Earlier  adoption is  prohibited.  The
adoption of this  statement  is not  expected  to have a material  effect on the
Company's financial statements.

In December  2007, the FASB issued SFAS No. 160,  "NON-CONTROLLING  INTERESTS IN
CONSOLIDATED FINANCIAL STATEMENTS LIABILITIES -AN AMENDMENT OF ARB NO. 51". This
statement amends ARB 51 to establish  accounting and reporting standards for the
Non-controlling  interest  in a  subsidiary  and  for the  deconsolidation  of a
subsidiary.  This statement is effective for fiscal years,  and interim  periods
within those fiscal  years,  beginning  on or after  December 15, 2008.  Earlier
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on the Company's financial statements.

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  did not have a material  effect on the  Company's  financial
statements.

                                       9
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

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
$98,037  during the period from May 13, 2005  (inception)  to December 31, 2008.
This condition raises  substantial doubt about the Company's ability to continue
as a going concern.

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

NOTE 4. WARRANTS AND OPTIONS

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

NOTE 5. RELATED PARTY TRANSACTION

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

Loan from shareholder represents a loan from a related party. As of December 31,
2008 the loan balance is $56,000.  Currently there are no repayment terms nor is
there interest being charged.

NOTE 6. INCOME TAXES

                                                         As of December 31, 2008
                                                         -----------------------
     Deferred tax assets:
     Net operating tax carryforward                             $ 98,037
     Tax rate                                                         34%
                                                                --------
     Gross deferred tax assets                                    33,333
     Valuation allowance                                         (33,333)
                                                                --------

     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.

                                       10
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 7. NET OPERATING LOSSES

As of December 31, 2008, the Company has a net operating loss  carry-forward  of
$98,037.  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 was made 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.

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.

                                       11
<PAGE>
                              PLACER DEL MAR, LTD.
                         (An Exploration Stage Company)
                          Notes to Financial Statements
                                December 31, 2008
                            (Stated in U.S. Dollars)
--------------------------------------------------------------------------------

NOTE 10. STOCK TRANSACTIONS (CONTINUED)

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

As of December 31, 2008 the Company had 1,720,000  shares of common stock issued
and outstanding.

NOTE 11. STOCKHOLDERS' EQUITY

The  stockholders'  equity section of the Company contains the following classes
of capital stock as of December 31, 2008:

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

                                       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. Our revenue sharing agreement grants us the right to free
access and exploration of the property together with the right to file a mining
claim on the property located 15 miles southeast of Playas del Rosarito, Baja
California, Mexico. We currently are in the first phase of our plan of
operation.

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

We intend to continue Phase One of our exploration program we began on September
27, 2006 on the Placer Del Mar mineral claim only if we can find more funding.
Our director wants to continue our exploration as needed through December 2009,
as review of our preliminary exploration suggests our claim may possibly contain
economically viable minerals. Initially we selected several large areas on our
claim for mechanical surface trenching. During this phase we are focusing on
select trench strips for additional manual trenching and mechanical core
drilling in order to evaluate mineral samples. Our director estimates we will
need at least $50,000 in additional funding to complete the necessary trenching
and core drilling through December 2009. In addition, we must provide core
samples to our company's geologist to conduct more extensive geological and
geophysical studies on the claim at an estimated cost of $1,890 per month for a
total cost of $17,000. We will also need a senior geologist who 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 additional future
geological costs for Phase One are estimated to be $25,000. Total remaining
costs for completing Phase One are estimated to be $75,000.

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<PAGE>
Our current cash balance is $3,113. Through a written agreement, our director
has provided us with sufficient funding through his personal loans to our
company to maintain our administrative expenses and exploration costs in an
amount up to $6,000 per month. Our director is seeking additional outside
funding to continue paying for the company's administrative expenses and Phase
One exploration costs. We are aware we need new sources of sufficient funding to
implement our business plan, and we are working to raise additional funds
through sales of our equity securities or through loans from institutional
lenders. However, the reality is in 2008 we have experienced world-wide negative
financial events and a material reduction in investor and institutional lending.
While we will continue to seek new sources of funding, current economic
circumstances have severely reduced our ability to secure those funds. We have
committed to use our best efforts to implement our business plan at a moderate
rate until new financial resources are available. Until we are able to raise
additional outside funding, we plan to reduce our Phase One exploration
operations and only pay for essential normal business operating expenses through
2009.

If we secure additional funding and discover sufficient amounts of viable
minerals in Phase One, we intend to initiate Phase Two of our plan at the
beginning of 2010. 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. The 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 finding economical viable
quantities of minerals, our operations will cease and investors will likely lose
their money.

LIQUIDITY AND CAPITAL RESOURCES

Our cash in the bank at December 31, 2008 was $3,113. There was no cash provided
by financing activities for the period ended December 30, 2008. Cash provided by
financing since inception was $10,000 from the sale of shares to our officer and
director and $24,200 resulting from the sale of our common stock to 46
independent investors.

In the past, we managed to maintain a level of liquidity and capital resources
sufficient to continue our exploration business and pay our operating expenses.
Through 2009, our liquidity and capital resources will be marginal unless we can
secure new sources of capital. While we will still be able to fund a greatly
reduced level of operations through loans from our director, our exploration
business will not significantly advance unless we are able to secure new sources
of capital. Our director loaned the company a total of $12,000 for the three
months ended December 31, 2008. Through a written agreement, our director has
provided us with sufficient funding through his personal loans to our company to
maintain our administrative expenses and exploration costs in an amount up to
$6,000 per month. Our director is seeking outside funding to continue paying for
the company's administrative expenses and Phase One exploration costs. In the
event we are unable to secure such funding, our business will likely fail, cease
operations, and investors will likely lose their money.

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<PAGE>
RESULTS OF OPERATIONS

We have generated no revenues since inception and have incurred $98,037 in
expenses through December 31, 2008.

The following table provides selected financial data about our company for the
three month period ended December 31, 2008.

                     Balance Sheet Data:        12/31/2008
                     -------------------        ----------

                     Cash                        $  3,113
                     Total assets                $  3,113
                     Total liabilities           $ 56,950
                     Shareholders' equity        $(53,837)

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

Our financial resources have been substantially depleted. We will continue to
maintain limited operations and remain current in our corporate filings and
business obligations so long as financial resources are available. We need to
raise additional monies through sales of our equity securities or through loans
from banks or third parties to continue our business plan. In this negative
economic and financial climate, no assurances can be given that we will be able
to raise additional funds to satisfy our cash needs. We may decide that we
cannot continue with our business operations as detailed in our original
business plan because of this lack of financial resources. We may look for other
potential business opportunities that might be available to the Company such as
a merger, partnership or joint venture arrangement, or sale of our mineral claim
to another mining company. At this time we are not discussing with or planning
with any third parties in order to enter into any business merger, partnership
or joint venture arrangement, or sell our mineral claim to another mining
company. At this time there can be no reliable estimates or predictions that
there will be any other business opportunities available; nor the nature of the
business opportunity; nor any indication of the financial resources required of
any possible business opportunity.

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.

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ITEM 4. 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. However; management in their
assessment of the effectiveness of our internal control over financial reporting
as of the Evaluation Date also identified the following material weaknesses:

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

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

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

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

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.

                           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-K for the year ended June 30, 2008.

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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. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

There were no matters submitted to a vote of security holders during the period
covered by this report.

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

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

        3.1            Articles of Incorporation*
        3.2            Bylaws*
       31.1            Rule 13a-14(a)/15d-14(a) Certification
       31.2            Rule 13a-14(a)/15d-14(a) Certification
       32.1            Certification Pursuant to 18 U.S.C. 1350

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<PAGE>
                                   SIGNATURES

Pursuant to the requirements 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.

February 9, 2009         Placer Del Mar, Ltd.


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

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